DEF 14A

DEF 14A 1 d807611ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under Rule 14a-12

Stratus Properties Inc.
(Name of registrant as specified in its charter)

Not Applicable
(Name(s) of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):

☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

Notice of 2024 Annual Meeting of Stockholders and Proxy Statement

LOGO

Notice of Annual Meeting of Stockholders

DATE

Thursday,

May 9, 2024

TIME

8:30 a.m.

Central Time

LOCATION

212 Lavaca Street

Suite 300

Austin, TX 78701

RECORD DATE

March 25, 2024

Items of Business

Board Recommendation

To elect two Class II directors

FOR each

nominee

To approve, on an advisory basis, the compensation of our named executive officers

FOR

To ratify, on an advisory basis, the appointment of our independent registered public accounting firm

FOR

Notice is hereby given that the 2024 annual meeting of stockholders (including any adjournment or postponement thereof, the “2024 Annual Meeting”) of Stratus Properties Inc., a Delaware corporation, (including, as the context requires, its consolidated subsidiaries, the “Company,” “Stratus,” “we,” “us” and “our”) will be held on Thursday, May 9, 2024 at 8:30 a.m. Central Time, at 212 Lavaca Street, Suite 300, Austin, TX 78701 for the purposes set forth above. Stockholders will also transact such other business as may properly come before the 2024 Annual Meeting. Only stockholders of record at the close of business on March 25, 2024 (the “record date”) are entitled to vote at the 2024 Annual Meeting. The accompanying proxy statement provides detailed information about the matters to be considered at the 2024 Annual Meeting. Please read it carefully.

YOUR VOTE IS IMPORTANT. To assure that your shares are represented at the 2024 Annual Meeting, please promptly mark, sign, date and return the enclosed proxy card in the postage-paid envelope provided, or vote by telephone or the Internet as instructed on the proxy card, whether or not you plan to attend the 2024 Annual Meeting. Please refer to “Information About the 2024 Annual Meeting” on page 57 of the attached proxy statement and the instructions on the proxy card. The Notice of 2024 Annual Meeting of Stockholders and Proxy Statement are first being made available to stockholders on or about April 8, 2024.

Thank you for your continued support of our Company.

By Order of the Board of Directors.

LOGO

KENNETH N. JONES

General Counsel & Secretary

April 8, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 9, 2024:

The proxy statement for the 2024 Annual Meeting and the Company’s 2023 annual report to stockholders

are available free of charge at: www.edocumentview.com/STRS.

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders may call toll-free: (877) 687-1871

Banks and Brokers may call collect: (212) 750-5833

LOGO

Proxy Statement

This proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board” or the “Board of Directors”) of Stratus Properties Inc., a Delaware corporation, for use at our 2024 annual meeting of stockholders (including any adjournment or postponement thereof, the “2024 Annual Meeting”). This Proxy Statement, along with a proxy card or voting instruction form, Notice of Annual Meeting of Stockholders and our Annual Report to Stockholders for the fiscal year ended December 31, 2023 (the “2023 annual report”) are first being mailed to our stockholders of record on or about April 8, 2024. References in this Proxy Statement to “Stratus,” the “Company,” “we,” “us,” “our” and similar terms refer to Stratus Properties Inc. and, as the context requires, its consolidated subsidiaries.

Table of Contents


	Page
Proxy Summary		1

2024 Annual Meeting of Stockholders		1
Agenda and Voting Recommendations		1
Director Nominees		2
Board Composition Highlights		3
Board Skills, Experience and Background		4
Director and Executive Officer Gender and Race/Ethnic Diversity		5
Governance Highlights		6
Corporate Responsibility Highlights		7
Performance Highlights		8

Corporate Governance		9

Corporate Governance Framework		9
Board Composition, Independence and Leadership Structure		9
Designated Director		10
Director Attendance and Meetings		10
Board Committees		11
Compensation Committee Procedures		13
Succession Planning for Senior Executives		14
Board Evaluation Process		14
Board’s Role in Oversight of Risk Management		15
Limitation on Additional Board and Committee Service		16
Director and Executive Officer Stock Ownership Guidelines		16
Anti-Hedging and Anti-Pledging Policies		17
Director Nomination Process, Board Diversity Policy and Board Refreshment		17
Stockholder Engagement		19

Director Compensation		19

2023 Cash Compensation		20
2023 Equity-Based Compensation		20
2023 Director Compensation		20

Proposal No. 1: Election of Directors		21

Vote Required to Elect Director Nominees		22


Recommendation of our Board of Directors			23

Information About Nominees and Continuing Directors			23

Stock Ownership of Directors, Director Nominees and Executive Officers			27

Stock Ownership of Certain Beneficial Owners			28

Executive Officer Compensation			29

Compensation Discussion and Analysis			29
Executive Summary			29
Objectives of Our Compensation Program			34
Components of Executive Compensation for 2023			34
Limited Executive Perquisites and No Special Retirement Benefits			40
Change of Control and Severance Benefits			40
Compensation Processes and Policies			41
Compensation Committee Report			42
Executive Compensation Tables			43
2023 Summary Compensation Table			43
Outstanding Equity Awards at December 31, 2023			44
Equity Compensation Plan Information			45
Potential Payments upon Termination or Change in Control			45
Pay Versus Performance			49

Proposal No. 2: Advisory Vote on the Compensation of Our Named Executive Officers			51
Vote Required to Approve, on an Advisory Basis, the Compensation of Our Named Executive Officers			52
Recommendation of the Board of Directors			52

Audit Committee Report			52
Appointment of Independent Registered Public Accounting Firm; Financial Statement Review			53
Internal Audit			53

Independent Registered Public Accounting Firm			53
Change in Independent Registered Public Accounting Firm in 2022			53
Fees and Related Disclosures for Accounting Services			54
Pre-Approval Policies and Procedures			54

Proposal No. 3: Ratification, on an Advisory Basis, of the Appointment of Our Independent Registered Public Accounting Firm			55
Vote Required to Ratify, on an Advisory Basis, the Appointment of Our Independent Registered Public Accounting Firm			55
Recommendation of the Board of Directors			55

Certain Transactions			55

Information About the 2024 Annual Meeting			57
Why am I receiving these proxy materials?			57
What is a proxy?			58
When and where will the 2024 Annual Meeting be held?			58
What should I bring if I plan to attend the 2024 Annual Meeting in person?			58
Who is soliciting my proxy?			58
On what matters will I be voting?			58
How does the Board recommend that I cast my vote?			58
How many votes may I cast?			59
How many shares of Common Stock are eligible to be voted?			59
How many shares of Common Stock must be present to hold the 2024 Annual Meeting?			59
How do I vote?			59


What happens if I do not submit voting instructions for a proposal? What is discretionary voting? What is a broker non-vote?			60
Which proposals are considered “discretionary” and which are considered “non-discretionary”?			61
Will my shares be voted if I do nothing?			61
What vote is required, and how will my votes be counted, to elect the directors and to approve each of the other proposals discussed in this Proxy Statement?			62
Can I revoke my proxy or change my voting instructions after I deliver my proxy or voting instructions?			63
How will we solicit proxies and who pays for soliciting proxies?			63
Could other matters be considered and voted upon at the 2024 Annual Meeting?			63
What happens if the 2024 Annual Meeting is postponed or adjourned?			63
Where can I find the voting results of the 2024 Annual Meeting?			64
2025 Stockholder Proposals			64
ANNEX A			A-1

We include website addresses throughout this Proxy Statement for reference only. The information contained or referenced on our website and other websites mentioned in this Proxy Statement are not a part of this Proxy Statement and are not deemed incorporated by reference into this Proxy Statement or any other public filing made with the Securities and Exchange Commission (“SEC”). Printed versions of these materials are available, free of charge, to any stockholder who requests them from our corporate secretary.

LOGO

Stratus Properties Inc.

212 Lavaca Street

Suite 300

Austin, Texas 78701

Proxy Summary

This summary highlights selected information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. For more information regarding our 2023 performance, please review our 2023 annual report.

2024 Annual Meeting of Stockholders


Date:		Thursday, May 9, 2024

Time:		8:30 a.m. Central Time

Place:		212 Lavaca Street Suite 300 Austin, TX 78701

Record Date:		March 25, 2024

Voting:		Stockholders at the close of business on the record date will be entitled to vote at the 2024 Annual Meeting. As of the record date for the 2024 Annual Meeting, 8,065,322 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) are issued and outstanding and entitled to vote at the 2024 Annual Meeting. Stockholders are entitled to one vote for each share of Common Stock held. A majority of these shares present in person or represented by proxy at the 2024 Annual Meeting will constitute a quorum for the transaction of business. For more information on voting, attending the 2024 Annual Meeting and other meeting information, please see “Information About the 2024 Annual Meeting” on page 57 of this Proxy Statement.

Agenda and Voting Recommendations


Item	Description	Board Vote Recommendation	Page

1	Election of two Class II directors	FOR each nominee	21

2	Advisory vote to approve the compensation of our named executive officers	FOR	52

3	Ratification of the appointment of CohnReznick LLP (“CohnReznick”) as our independent registered public accounting firm for 2024	FOR	56

Director Nominees

Our Board is currently comprised of seven directors, who are divided into three director classes.

You are being asked to elect two Class II directors to serve on the Board until the 2027 annual meeting of stockholders, until their respective successors are duly elected and qualified or until their earlier resignation or removal. For more information about the background and qualifications of the director nominees and the entire Board, please see “Proposal No. 1: Election of Directors” on page 21 of this Proxy Statement and “Information About Nominees and Continuing Directors” on page 23 of this Proxy Statement. The Board’s nominees for Class II directors are:

Name

Age

Director
Since

Principal Occupation

Independent

Board

Committees

Charles W. Porter

2012

Chief Operating Officer of MG Holdings Services, LLC; Advisor and Consultant to Moffett Holdings, L.L.C.

Yes

None

Neville L. Rhone, Jr.

2020

Co-Founder and Managing Partner of Arc Capital Partners LLC

Yes

Audit (Chair);

Nominating and Corporate
Governance

Board Composition Highlights

Board Skills, Experience and Background

The following tables illustrate the diverse mix of skills, experiences and backgrounds that qualify our directors for service on our Board and that contribute to our ability to create value for our stockholders. The table below is intended to highlight each director’s particular strengths, and an individual director may have other skills, experiences and personal attributes not highlighted in the table. Additional information about each director can be found under the heading “Information About Nominees and Continuing Directors” on page 23 of this Proxy Statement.

Skills and Experience

CEO / Executive Management Experience

✓

6 out of 7

Real Estate Industry Experience

✓

5 out of 7

Other Public Company Board Experience

✓

3 out of 7

Risk Management / Strategic Planning Experience

✓

7 out of 7

Public and Private Investment Experience

✓

4 out of 7

Banking / Finance Experience

✓

6 out of 7

Accounting and Financial Reporting Experience

✓

7 out of 7

Background

Average

Tenure (Years)

12.0

Age (Years)

62.1

Director and Executive Officer Gender and Race/Ethnic Diversity

We are committed to Board diversity and Board refreshment, and we believe the Company’s policies and practices help to ensure a diversity of skills, experience, and tenure on the Board. In the past three years, we have added three new, diverse independent directors to our Board: Neville L. Rhone, Jr., Kate B. Henriksen and Laurie L. Dotter. The following tables illustrate the diversity of our directors and executive officers based on self-identified characteristics on an individual and aggregate basis. To see our Board Diversity Matrix as of March 27, 2023, please see our proxy statement filed with the SEC on April 10, 2023.

LOGO

Gender (Male, Female)

Race/Ethnicity

African American or Black

✓

Alaskan Native or Native American (1)

✓

White

✓

(1)	Erin D. Pickens, our Senior Vice President and Chief Financial Officer, is a citizen of the Cherokee Nation.

Board Diversity Matrix (as of March 25, 2024)



Total Number of Directors	7

	Female	Male	Non-Binary	Did Not Disclose Gender

Gender:

Directors	2	5	–	–

Number of Directors Who Identify in Any of the Categories Below:

African American or Black	–	1	–	–

Alaskan Native or Native American	–	–	–	–

Asian	–	–	–	–

Hispanic or Latinx	–	–	–	–

Native Hawaiian or Pacific Islander	–	–	–	–

White	2	4	–	–

Two or More Races or Ethnicities	–	–	–	–

LGBTQ+	–

Did Not Disclose Demographic Background	–

Governance Highlights

We are committed to strong and effective governance practices that are responsive to our stockholders. Our commitment to good corporate governance, including best practices that are part of our executive compensation program, is illustrated by the following practices:


Board Independence and Composition ✓ Regular review of Board composition, including the addition of 3 diverse independent directors to the Board over the last 3 years ✓ Strong Board independence: 6 out of 7 directors are independent ✓ 100% independent audit, compensation, and nominating and corporate governance committees ✓ Refreshed Board committee composition and leadership over the last 3 years ✓ Lead independent director with strong and clear responsibilities ✓ Race/ethnic and gender diversity among our directors and executive officers ✓ Balance of tenure among directors, with 3 out of 7 directors with tenures of less than 5 years and 2 with tenures between 6 and 12 years ✓ 2 out of 7 directors age 55 years or less, 3 between 56 and 65 and 2 age 66 and above, with an average age of our independent directors of approximately 62.7 years						Key Responsibilities, Policies and Guidelines ✓ Robust corporate governance guidelines ✓ Ethics and business conduct policy applies to all directors, officers, employees and affiliated and unaffiliated service providers with annual certification process ✓ Board diversity policy ✓ Overboarding policy ✓ Nominating and corporate governance committee oversight of sustainability matters ✓ Compensation committee oversight of culture and human capital management ✓ Audit committee oversight of cybersecurity ✓ Audit committee oversight of corporate political contributions and expenditures ✓ Stock ownership guidelines for executive officers and non-employee directors ✓ No Board meeting attendance fees for directors

Board Performance and Stockholder Rights ✓ Annual performance evaluation of the Board and its committees overseen by the nominating and corporate governance committee ✓ Over 92% attendance at Board and Board committee meetings by all directors during 2023 ✓ Independent directors regularly meet in executive sessions without management present ✓ Redeemed stockholder rights agreement in response to 2021 stockholder vote ✓ One share, one vote standard						Executive Compensation ✓ New annual incentive plan effective in 2023, with awards primarily based on objective, pre-established annual performance goals ✓ Long-term incentive awards tied to profitability of our development projects and company performance ✓ Clawback policies applicable to incentive-based awards ✓ Anti-pledging and anti-hedging policies applicable to our executive officers ✓ “Double trigger” cash payments and equity acceleration after a change of control ✓ Independent compensation consultant engaged from time to time in the sole discretion of the compensation committee of the Board ✓ No excise tax gross-ups ✓ No retirement benefits that are not available to employees generally ✓ No excessive perquisites

Stockholder Engagement ✓ During 2023, engaged in dialogue with stockholders and stockholders’ representatives representing over 56% of our outstanding Common Stock, including a stockholder representing 7.7% of our outstanding Common Stock who has a director designee on our Board

Corporate Responsibility Highlights

As a real estate development company centered in Austin, Texas, we have been on a sustainability journey for more than 20 years. We understand intuitively the intrinsic value that a healthy environment and healthy people bring to our real estate development projects, our Company and our stakeholders.

With the guidance of our nominating and corporate governance committee, we have added a corporate responsibility section to our website in order to share more information about our corporate responsibility and sustainability history and achievements as we continue to strive to be a leader in sustainable real estate development. Please visit our website at stratusproperties.com/esg/corporate _responsibility/ for more information.

Sustainable Development

We emphasize sustainable design, construction, and operations as essential company goals in developing and operating our properties.


		• Holden Hills, our 475-residence development under construction in Barton Creek in Austin, Texas, focuses on health, wellness and a connection to nature
		• The Saint June, a 182-unit multi-family project in Austin’s Barton Creek, was designed to celebrate the natural landscape and provides a guidebook describing ways residents can use the green features of the community to further enhance its sustainability
		• Block 21, sold in 2022, received the U.S. Green Building Council’s LEED Silver certification – at the time, the first mixed use development of its kind in the world to achieve this rating

People

We value innovation, integrity and initiative. We are committed to supporting inclusion in the workplace and encouraging the health and well-being of our employees.

• As of December 31, 2023, of our 33 employees, all of whom are full-time, 64% are female and 24% are ethnically diverse

• Women represent 80% of our executive and senior management positions, and 43% of our directors are gender or ethnically diverse

• We provide our employees with a robust benefits program

Policies

We adopted policies, available on our website, to capture our expectations regarding key areas of corporate responsibility.

• Environmental Policy

• Vendor Code of Conduct

• Labor and Human Rights Policy

Performance Highlights


Financial		Consolidated cash and cash equivalents totaled $31.4 million at December 31, 2023, with $40.5 million available under our Comerica Bank revolving credit facility.
		Approved a new $5 million share repurchase program after we completed the $10 million share repurchase program in October 2023 that our Board approved in 2022. In total, under the completed share repurchase program, we acquired 389,378 shares of our common stock for a total cost of $10 million at an average price of $25.68 per share.
		Obtained third-party equity and debt financing for and commenced infrastructure construction on Holden Hills, our last residential development in Barton Creek in Austin Texas. We secured a construction loan, commenced construction on the first phase, and received a distribution of $35.8 million in cash from the Holden Hills partnership.
		Completed the sale of approximately 47 acres at Magnolia Place for $14.5 million in February 2024, generating pre-tax net cash proceeds to us of approximately $5.3 million, after transaction expenses and payment of the remaining $8.8 million project loan.
		Total stockholders’ equity increased more than $92 million over the last three fiscal years to $191.5 million at December 31, 2023, primarily as result of profitable property sales, and reflects a special cash dividend of approximately $40 million in 2022 and share repurchases totaling $10 million in 2022 and 2023.
		Raised $101.3 million in third party equity capital in the last three fiscal years.
		Negotiated extensions of the maturities of our Comerica Bank revolving credit facility, Kingwood Place construction loan and Annie B land loan during 2023.
		Received the full $6.9 million of post-closing escrow amounts related to the sale of Block 21.
Portfolio		Completed construction and began lease-up of The Saint June, our 182-unit luxury garden-style multi-family project within the Amarra Drive development in Barton Creek. As of March 25, 2024, we had signed leases for approximately 75% of the units.
		Continued construction on The Saint George, our 316-unit luxury wrap-style, multi-family project in north-central Austin. We currently expect to achieve substantial completion on the project by third-quarter 2024.
		Continued to operate our five stabilized retail projects, each of which continued to perform well during 2023: Lantana Place, and H-E-B grocery-anchored or shadow-anchored Magnolia Place, Kingwood Place, Jones Crossing and West Killeen Market. We are in the process of engaging brokers to explore the sale of these properties. In connection with any such sales, we anticipate returning capital to stockholders, subject to obtaining required consents.
		Sold one Amarra Villas home in Barton Creek for $2.5 million in first-quarter 2023 and another for $4.0 million in first-quarter 2024. Completed construction on 2 additional homes in fourth-quarter 2023, and construction on the last 7 homes continues to progress. As of March 25, 2024, 1 home was under contract to sell for $3.6 million and 8 homes remain available for sale.
		Advanced and managed our development portfolio, including proactively developed and executed plans designed to achieve potential benefits available to our Holden Hills and Section N projects from Texas Senate Bill 2038.

Corporate Governance

Corporate Governance Framework

We are committed to strong and effective governance practices that are responsive to our stockholders. Our corporate governance guidelines, along with our Amended and Restated Certificate of Incorporation, as amended (our “Charter”), our amended and restated by-laws (our “By-Laws”) and the charters of the standing committees of our Board, provide the framework for the governance of the Company and reflect the Board’s commitment to monitor the effectiveness of policy and decision making at both the Board and management levels. Our Charter, By-Laws, committee charters and corporate governance guidelines are available at stratusproperties.com under Investors–Corporate Governance. In addition, our Ethics and Business Conduct Policy is available at stratusproperties.com under Investors–Ethics and Business Conduct. Amendments to or waivers of our Ethics and Business Conduct Policy granted to any of our directors or executive officers will be published promptly on our website.

Board Composition, Independence and Leadership Structure

Our Board has primary responsibility for overseeing the management of our business and affairs. As of the date of this Proxy Statement, our Board consists of seven members, six of whom have been determined by our Board to be independent. On the basis of information solicited from each director, and upon the advice and recommendation of the nominating and corporate governance committee, our Board has affirmatively determined that none of Mses. Dotter and Henriksen and Messrs. Joseph, Madden, Porter and Rhone has any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and each is independent as defined in the director independence standards of NASDAQ, as currently in effect. In making these determinations, our Board, with assistance from the Company’s legal counsel, evaluated responses to a questionnaire completed annually by each director regarding relationships and possible conflicts of interest between each director, the Company and management. In its review of director independence, our Board and legal counsel considered all commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships any director may have with the Company or management, including the relationships described in “Designated Director” on page 10 of this Proxy Statement and in “Certain Transactions” on page 55 of this Proxy Statement. Mr. Armstrong, the chairman of our Board, is not considered an independent director because he is also our president and chief executive officer and receives compensation for his services to the Company as a member of our management team. Our Board believes that the independent directors provide effective oversight of management.

Our Board understands there is no single approach to providing board leadership and does not have a fixed policy regarding the separation of the roles of chief executive officer and chairman of our Board. Our Board believes that Mr. Armstrong’s service as both chairman of our Board and as president and chief executive officer is in the best interest of the Company and our stockholders at this time. With over 28 years of leadership experience with the Company, Mr. Armstrong possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company and its operations. His experience and relationships in the Austin area and other select Texas markets have been central to the Company’s ability to secure and maintain entitlements and successfully develop and sell its properties. He is thus best positioned to develop agendas that ensure that our Board’s time and attention are focused on the most critical challenges and opportunities facing the Company. His combined role enables decisive leadership, ensures clear accountability, facilitates an efficient board process, and enhances our ability to communicate the Company’s message and strategy clearly and consistently to our stockholders, employees and customers.

Our Board recognizes the importance of having a strong independent board leadership structure to ensure accountability and to facilitate the effective performance of the Board in its role of providing effective oversight of management. In 2013, our Board established the position of lead

independent director. The role of our lead independent director is described in our corporate governance guidelines. On April 1, 2022, Mr. Joseph was appointed to serve a three-year term as lead independent director, which expires on April 1, 2025. The lead independent director serves as a liaison between Mr. Armstrong and the independent directors, works with Mr. Armstrong in setting the agendas for Board meetings and, in Mr. Armstrong’s absence, chairs regular sessions of the Board. The lead independent director also sets the agenda and presides at all executive sessions of the independent directors. The lead independent director may be removed or replaced at any time with or without cause by a majority vote of our independent directors. In addition, our three standing committees are composed entirely of independent directors, and have the power and authority to engage legal, financial and other advisors as they may deem necessary, without consulting or obtaining the approval of the full Board or management.

Designated Director

Pursuant to an Investor Rights Agreement with Moffett Holdings, L.L.C. (“MHLLC”) dated March 15, 2012 (the “Investor Rights Agreement”), and subsequently assigned to LCHM Holdings, LLC (“LCHM Holdings”), Mr. Porter was appointed to our Board as the designated director of MHLLC and subsequently, LCHM Holdings. Mr. Porter continues to serve as the designated director of LCHM Holdings pursuant to the Investor Rights Agreement. Mr. Porter’s current term as a Class II director expires at the 2024 Annual Meeting and our Board has nominated him for election at the 2024 Annual Meeting for another three-year term. For more information, see “Certain Transactions” on page 55 of this Proxy Statement.

Director Attendance and Meetings

Our Board held a total of eight meetings during 2023. During 2023, each director attended over 92% of the aggregate of the total number of meetings of the Board and all committees of the Board on which he or she served during the periods of his or her Board membership and committee service. Directors are invited but not required to attend annual meetings of our stockholders. Messrs. Armstrong and Joseph and Ms. Henriksen attended our 2023 annual meeting of stockholders.

Board Committees

To provide for effective direction and management of our business, our Board has established three standing committees: the audit committee, the compensation committee and the nominating and corporate governance committee. Each committee is composed entirely of independent directors.

During 2021 we refreshed the composition and size of our three standing committees and rotated all chair positions. Neville L. Rhone, Jr. became chair of the audit committee; James E. Joseph became chair of the compensation committee; and Kate B. Henriksen became chair of the nominating and corporate governance committee. The following table identifies the current committee members, including each committee chair.


Name of Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee

William H. Armstrong III (CEO)

Laurie L. Dotter	✓	✓

Kate B. Henriksen		✓	Chair

James E. Joseph (Lead Independent Director)		Chair	✓

Michael D. Madden	✓	✓

Charles W. Porter

Neville L. Rhone, Jr.	Chair		✓

Each committee operates under a written charter adopted by our Board. All of the committee charters are available on our website at stratusproperties.com under Investors–Corporate Governance. The following charts summarize the primary responsibilities of each of the committees.


AUDIT COMMITTEE *Members:* Neville L. Rhone, Jr. (Chair) Laurie L. Dotter Michael D. Madden • All members are independent as defined in the director independence standards of NASDAQ. • Each member also meets the additional independence criteria set forth the applicable NASDAQ listing standards and SEC rules. • Our Board has determined that each of Ms. Dotter and Messrs. Madden and Rhone qualifies as an “audit committee financial expert,” as such term is defined by SEC rules. *Meetings in 2023:* 4		Primarily Responsibilities: • Assists the Board in fulfilling its oversight responsibilities relating to: • the Company’s accounting and financial reporting processes; • the effectiveness of the Company’s internal control over financial reporting; • the integrity of the Company’s financial statements; • audits of the Company’s financial statements; • the Company’s compliance with legal and regulatory requirements; • the qualifications, independence and performance of the Company’s independent registered public accounting firm; • the performance of the Company’s internal audit firm; • the review and approval or ratification of any transaction that would require disclosure under Item 404 of Regulation S-K of the rules and regulations of the SEC; and • the adequacy and effectiveness of the Company’s information and technology security policies and the internal controls regarding information and technology security and cybersecurity risks. Committee Report: Page 52

COMPENSATION COMMITTEE *Members:* James E. Joseph (Chair) Laurie L. Dotter Kate B. Henriksen Michael D. Madden • All members are independent as defined in the director independence standards of NASDAQ. • Each member also meets the additional independence criteria set forth the applicable NASDAQ listing standards and SEC rules. *Meetings in 2023:* 6		Primarily Responsibilities: • Assists the Board in fulfilling its oversight responsibilities by: • discharging the Board’s responsibilities relating to compensation of the Company’s executive officers; • administering the Company’s cash-based and equity-based incentive compensation plans; • overseeing the form and amount of director compensation; • reviewing the succession plans relating to senior executive officer positions and making recommendations to the Board with respect to succession planning; and • overseeing the Company’s policies and strategies relating to culture and human capital management. New: • During 2023, we added to the charter responsibility to establish, maintain and administer policies for the recovery or clawback of erroneously paid compensation. Committee Report: Page 42 Please refer to “Compensation Committee Procedures” on page 13 of this Proxy Statement for more information.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Members:

Kate B. Henriksen (Chair)

James E. Joseph

Neville L. Rhone, Jr.

• All members are independent as defined in the director independence standards of NASDAQ.

Meetings in 2023: 2

Primarily Responsibilities:

• Assists the Board in fulfilling its oversight responsibilities by:

• identifying, considering and recommending to the Board candidates to be nominated for election or re-election to the Board at each annual meeting of stockholders or as necessary to fill vacancies and newly-created directorships;

• monitoring the composition of the Board and its committees and making recommendations to the Board on membership of the committees and on the types and sizes of the Board committees;

• overseeing the Company’s corporate governance practices and procedures including maintaining the Company’s corporate governance guidelines and recommending to the Board any desirable changes;

• reviewing and making recommendations to the Board with respect to stockholder proposals, as necessary;

• evaluating the effectiveness of the Board and its committees; and

• reviewing the Company’s sustainability strategy, initiatives and practices, including any related policies.

Compensation Committee Procedures

The compensation committee has the sole authority to set annual compensation amounts and annual incentive program criteria for our executive officers, evaluate the performance of our executive officers, and make awards to our executive officers under our cash-based and equity-based incentive programs. The compensation committee also reviews, approves and recommends to our Board any proposed plan or arrangement providing for incentive, retirement or other compensation to our executive officers, as well as any proposed contract under which compensation is awarded to one of our executive officers.

The compensation committee also has oversight of director compensation, including the authority to grant cash-based and equity-based awards. The compensation committee reviews the form and amount of all director compensation, including cash, equity-based awards and other forms of director compensation, paid to our non-employee directors under our director compensation program.

The compensation committee oversees our assessment of whether our compensation policies and practices are likely to expose the Company to material risks. The compensation committee may form subcommittees and delegate responsibilities and authority to such subcommittees in its sole discretion, to the extent consistent with the compensation committee’s charter, our Charter or By-Laws, and applicable law.

If equity awards are granted in a given year, in accordance with the compensation committee’s written policies, such awards are generally granted at a compensation committee meeting in the first fiscal quarter of the year. To the extent the compensation committee approves any special awards at other times during the year, such awards will be made during an open window period when our executive officers and directors are permitted to trade in our securities.

The terms of our stock incentive plans permit the compensation committee to delegate to one or more officers of the Company its authority to make awards to employees other than those subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The compensation committee has delegated authority to the chairman of our Board to grant or modify awards to such employees, subject to the following conditions:

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no individual grant may relate to more than 3,000 shares of our Common Stock;

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such grants must be made during an open window period and must be approved in writing, the grant date being the date of such written approval;

•

the exercise price of any options granted may not be less than the fair market value of our Common Stock on the grant date; and

•

the officer must report any such grants to the compensation committee at its next meeting.

The compensation committee engages an independent compensation consultant from time to time to advise it on matters related to both executive and director compensation. Please refer to the section titled “Executive Officer Compensation—Compensation Discussion and Analysis” on page 29 of this Proxy Statement for more information related to the independent compensation consultant.

Succession Planning for Senior Executives

The compensation committee periodically reviews the Company’s successions plans relating to senior executive officer positions and makes recommendations to the Board with respect to succession planning. This process includes issues associated with preparedness for the possibility of an unexpected or emergency situation involving senior management and the long-term growth and development of the senior management team.

Board Evaluation Process

The nominating and corporate governance committee is responsible for overseeing the annual performance evaluation of our Board and its committees, which is a multi-step process designed to evaluate the performance of our Board and each of its committees, as follows:


STEP 1: Confidential Evaluations		Annually, each director completes an evaluation of the full Board and each of its committees. The evaluation is intended to provide each director with an opportunity to evaluate performance for the purpose of improving Board and committee processes and effectiveness. The detailed evaluation questionnaire seeks quantitative ratings and qualitative comments in key areas of Board practice, and asks each director to evaluate how well our Board and its committees operate and to make suggestions for improvements. These key areas include assessment of Board composition and director participation, meeting procedures, materials and format, allocation and delegation of responsibilities among our Board and its committees and adequacy and availability of resources.
STEP 2: Board Summary		The nominating and corporate governance committee reviews the results and presents its assessment of Board performance, including of the committees, to the full Board for candid discussion and feedback. After receiving feedback resulting from the Board discussion, the nominating and corporate governance committee recommends improvements for the Board to consider implementing, as needed.
STEP 3: Recommendations Implemented		Based on the results and recommendations presented by the nominating and corporate governance committee, Board and Company practices and policies are updated, as appropriate.

Board’s Role in Oversight of Risk Management

Our Board as a whole is responsible for risk oversight, with reviews of certain areas being conducted by the relevant Board committees that report to the full Board. The chart below provides an overview of the areas overseen by each committee.

LOGO

Audit Committee

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Reviews and discusses with management, the internal audit firm and our independent registered public accounting firm any guidelines and policies relating to risk assessment and risk management, and the steps management has taken to monitor, control and minimize the Company’s major financial risk exposures, if any

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Discusses with the internal audit firm and our independent registered public accounting firm the results of their processes to assess risk in the context of their respective audit engagements

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Meets periodically in executive session with the internal audit firm and our independent registered public accounting firm

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Monitors the effectiveness of the Company’s internal control over financial reporting and legal and regulatory compliance, as well as information and technological security and cybersecurity risks

Compensation Committee

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Oversees the Company’s assessment of whether its compensation policies and practices are likely to expose the Company to material risks

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Oversees, in consultation with management, the Company’s compliance with regulations governing executive and director compensation

Nominating and Corporate Governance Committee

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Oversees management of risks associated with our Board leadership structure, corporate governance matters, and sustainability strategy, initiatives and practices

In its risk oversight role, our Board reviews, evaluates and discusses with appropriate members of management whether the risk management processes designed and implemented by management are adequate in identifying, assessing, managing and mitigating material risks facing the Company, including financial and operational risks. Our Board believes that full and open communication between senior management and our Board is essential to effective risk oversight. Our lead independent director regularly meets with our chairman, president and chief executive officer to discuss a variety of matters, including business strategies, opportunities, key challenges and risks facing the Company, as well as management’s risk mitigation strategies. Senior management attends all regularly scheduled Board meetings where they make presentations to our Board on various strategic matters involving our operations and are available to address any questions or concerns raised by our Board on risk management or any other matters. Our Board oversees the strategic direction of the Company, and in doing so considers the potential rewards and risks of the Company’s business opportunities and challenges, and monitors the development and management of risks that impact our strategic goals.

Limitation on Additional Board and Committee Service

It is the expectation of the Board that every member devote the significant time and attention necessary to fulfill their duties as a director. Our corporate governance guidelines establish the following limits on our directors serving on public company boards and audit committees to ensure that our directors are not over-committed:


Director Category		Limit on Public Company Board and Committee Service, Including Stratus

All directors		4 boards

Directors who serve on our audit committee		3 audit committees

The nominating and corporate governance committee will take into account the nature of and time involved in a director’s service on other boards in evaluating the suitability of individual directors and making its recommendations to the Board. Service on boards or committees of other organizations should be consistent with the Company’s conflict of interest standards. Directors are expected to advise the chairman of the Board, the lead independent director and the chair of the nominating and corporate governance committee promptly upon accepting any other public company directorship or any assignment to the audit committee or compensation committee of the board of directors of any public company of which such director is a member.

Director and Executive Officer Stock Ownership Guidelines

Our Board adopted stock ownership guidelines applicable to our non-employee directors and our executive officers. The guidelines are administered by the compensation committee. The guidelines for our non-employee directors and executive officers are as follows:



Position		Aggregate Value

Non-employee Director		3x annual retainer, currently $35,000 ($105,000 total)
CEO		3x base salary
CFO		1x base salary

The value of the stock ownership is calculated based on the three-year trailing average monthly stock price. Shares of our Common Stock currently owned, but not pledged, and shares issuable upon the vesting of outstanding restricted stock units (“RSUs”) count as stock owned for purposes of the stock ownership guidelines. Performance-based equity awards and shares owned on behalf a spouse or children do not count toward the target level. Finally, shares held in trust may also be included; however, due to the complexities of the trust laws, the decision to include the shares will be made on a case-by-case basis after reviewing the nature of the specific trust involved and considering whether the executive or director has maintained a pecuniary interest in the shares. Non-employee directors have five years from their initial appointment to achieve their target ownership level. Compliance with the guidelines is reported to the compensation committee as of December 31 of each year. As of March 25, 2024, both of our executive officers and each of our non-employee directors exceeded the applicable target stock ownership levels.

Anti-Hedging and Anti-Pledging Policies

Under our Insider Trading Policy, our directors and officers (defined as “insiders”) are prohibited from engaging in hedging transactions related to the Company’s securities. Specifically, our anti-hedging policy reads, in pertinent part, as follows:

Hedging transactions are often complex, may be perceived negatively by the public and can present unique insider trading risks. Accordingly, persons subject to this Policy are prohibited from engaging in hedging or derivative transactions.

In addition, effective March 3, 2016, the Insider Trading Policy prohibits insiders from entering into new pledges of the Company’s securities.

Director Nomination Process, Board Diversity Policy and Board Refreshment

Process

At least annually, the nominating and corporate governance committee reviews the composition and size of the Board. In carrying out this responsibility, the nominating and corporate governance committee considers the Company’s business strategies, director independence requirements, the collective knowledge, experience, expertise and diversity of the Board, the specific experience, qualifications, attributes and skills of each director, any recent or anticipated changes in Board composition, any skills, experiences and backgrounds that may be helpful in maintaining or improving alignment between our Board’s composition, our business strategies, and the long-term interests of our stockholders, and any other criteria the nominating and corporate governance committee deems relevant.

The nominating and corporate governance committee also seeks to have a Board that represents a diverse range of perspectives and experiences relevant to the Company, and takes into account Board tenure, age, gender and ethnic/racial diversity. The Board recognizes and embraces diversity and is actively committed to inclusion and diversity in the boardroom. Our board diversity policy is set forth in our corporate governance guidelines. When evaluating the diversity of potential director nominees, the nominating and corporate governance committee will consider a broad range of diversity, including, but not limited to, diversity in terms of professional experience, skills and background, gender, race, ethnicity, sexual orientation and disability, and the nominee’s status as a diverse director under any NASDAQ listing requirements with respect to board diversity or any other applicable legal or regulatory requirements. Further, as set forth in our corporate governance guidelines, when conducting searches for new directors, the nominating and corporate governance committee is committed to actively seeking to include in the pool of candidates qualified female and racially and/or ethnically diverse individuals.

In evaluating the suitability of potential Board nominees, the nominating and corporate governance committee will take into account many factors, including the following:



✓	personal and professional integrity	✓	diversity

✓	independence	✓	risk management and strategic planning experience

✓	general understanding of the industry in which the Company operates	✓	public and private investment experience

✓	executive management and public company board experience	✓	educational and professional background

✓	banking, corporate finance, accounting, and financial reporting experience	✓	ability and willingness to work cooperatively with other members of the Board and with senior management of the Company

✓	other experiences relevant to the successful oversight of the management of a publicly-traded company	✓	ability and willingness to devote adequate time to duties of the Board

The nominating and corporate governance committee evaluates each individual in the context of the Board as a whole, with the objective of recommending nominees who can best advance the success of the business, be an effective director in conjunction with the full Board, and represent stockholder interests through the exercise of sound judgment using his or her diversity of experience in these various areas. In determining whether to recommend a director for re-election, the nominating and corporate governance committee will also consider the director’s past attendance at meetings and participation in and contributions to the activities of the Board. Candidates may come to the nominating and corporate governance committee’s attention through professional search firms, directors, stockholders, financial advisors, legal advisors or other persons. The nominating and corporate governance committee evaluates candidates proposed for nomination by the Company’s stockholders using the same criteria by which it evaluates other nominees.

Board and Board Committee Refreshment

Three new diverse independent directors have joined our seven-member Board in the last three years: Mr. Rhone in December 2020, Ms. Henriksen in January 2021 and Ms. Dotter in August 2021. During 2021 we refreshed the composition and size of our three standing committees and rotated all chair positions. Neville L. Rhone, Jr. became chair of the audit committee; James E. Joseph became chair of the compensation committee; and Kate B. Henriksen became chair of the nominating and corporate governance committee.

Stockholder Nominations

The nominating and corporate governance committee will consider candidates proposed for nomination by our stockholders. Stockholders may propose candidates for consideration by the nominating and corporate governance committee by submitting the names and supporting information to our Corporate Secretary, Stratus Properties Inc., 212 Lavaca Street, Suite 300, Austin, Texas 78701. Supporting information should include (a) the name and address of each of the candidate and proposing stockholder; (b) a comprehensive biography of the candidate and an explanation of why the candidate is qualified to serve as a director, taking into account the criteria identified in our corporate governance guidelines; (c) proof of ownership, the class and number of shares, and the length of time that the shares of our Common Stock have been beneficially owned by each of the candidate and the proposing stockholder; and (d) a letter in writing from the candidate stating his or her willingness to serve, if elected as a director.

In addition, our By-Laws permit stockholders to nominate candidates directly for consideration at next year’s annual meeting of stockholders. Any nomination must be in writing and received by our corporate secretary at our principal executive offices no later than the close of business on January 9, 2025 and no earlier than the close of business on October 11, 2024. If the date of next year’s annual meeting of stockholders is moved to a date more than 30 days before or 90 days after the anniversary of this year’s annual meeting of stockholders, the nomination must be received no earlier than the close of business on the 120^th day prior to such annual meeting and not later than the close of business on the later of the 90^th day prior to such annual meeting or the 10^th day following the day on which public announcement of the date of such meeting is first made. Any stockholder submitting a nomination under our By-Laws must include (a) all information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act (including such nominee’s written consent to being named in the Proxy Statement as a nominee and to serve as a director if elected), and (b) the name and address (as they appear on the Company’s books) of the nominating stockholder and the class and number of shares beneficially owned by such stockholder. Nominations should be addressed to our Corporate Secretary, Stratus Properties Inc., 212 Lavaca Street, Suite 300, Austin, Texas 78701. Candidates nominated by stockholders will be evaluated under the same criteria as other director nominees. Please see our By-Laws for detailed information regarding the process by which a stockholder may nominate a director at meetings of our stockholders.

In addition to satisfying the foregoing requirements under our By-Laws, including the notice deadline set forth above, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must comply with the additional requirements of Rule 14a-19(b) under the Exchange Act.

Stockholder Engagement

We engage in discussions with our stockholders and stockholders’ representatives throughout the year. Participants in our various engagements typically include our chairman, president and chief executive officer and our lead independent director. Our board and management have a history of engaging with stockholders and incorporating feedback into their decision-making processes. During 2023, we engaged in dialogue with stockholders and stockholders’ representatives representing over 56% of our outstanding Common Stock, including a stockholder representing 7.7% of our outstanding Common Stock who has a director designee on our Board. Our engagements covered a variety of topics that are of interest to the Company and our stockholders, including those listed in the chart below.

Key 2023 Discussion Topics

✓ Return of capital to stockholders

✓ Company performance, goals and strategy

✓ Project developments

✓ Executive compensation program, practices and policies

✓ Corporate governance practices and policies

✓ Board refreshment and potential director nominations

Stockholders or other interested parties may communicate directly with one or more members of our Board, or the non-employee directors as a group, by writing to the director or directors at the following address: Stratus Properties Inc., Attn: Board of Directors or the name of the individual director or directors, 212 Lavaca Street, Suite 300, Austin, Texas 78701. The communication will be forwarded to the appropriate director or directors.

Director Compensation

We use a combination of cash and equity-based compensation to compensate our non-employee directors. As an employee, Mr. Armstrong receives no additional compensation for his service as a director. In setting director compensation, we consider the significant amount of time directors dedicate in fulfilling their duties as directors, as well as the skill-level required to be an effective member of our Board. We also seek to align the directors’ compensation with our stockholders’ interest by delivering a portion of that compensation in the form of equity.

The compensation committee reviews the form and amount of director compensation and makes recommendations to the full Board. In 2023, our director compensation program was revised upon the recommendation of the Board’s independent compensation consultant, FTI Consulting, Inc. (“FTI”), engaged to review our non-employee director compensation program in light of prevailing market practices. In August 2023, FTI provided the compensation committee with a market review of non-employee director remuneration practices and evaluated the Company’s program in light of the review. Following this review, on August 10, 2023, the compensation committee and the Board modified the director compensation program to increase the annual equity award target value from $45,000 to $65,000 beginning in 2023. Under our current director compensation program, in 2024, the annual RSU grants for non-employee directors will have a target grant date value of $65,000.

2023 Cash Compensation

During 2023, each non-employee director serving the duration of the year received an annual fee consisting of, as applicable:

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$35,000 for serving on our Board;

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$25,000 for serving as lead independent director;

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$17,500 for serving as chair of the audit committee;

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$7,500 for serving on our audit committee (excluding the chair);

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$12,500 for serving as chair of the compensation committee;

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$6,000 for serving on our compensation committee (excluding the chair);

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$10,000 for serving as chair of the nominating and corporate governance committee; and

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$5,000 for serving on our nominating and corporate governance committee (excluding the chair).

In addition, each director received reimbursement for reasonable out of pocket expenses incurred in attending Board and committee meetings. Directors do not receive meeting attendance fees.

The Company’s non-employee directors may also elect to have all or part of their annual retainer paid in shares of our Common Stock, in lieu of cash, in accordance with certain guidelines and procedures.

2023 Equity-Based Compensation

On May 11, 2023, each non-employee director was granted a number of RSUs determined by dividing $45,000 by the closing sale price of our Common Stock on the grant date, rounded to the nearest whole number. As described above, in August 2023, based on the advice of FTI, the annual equity award target value was increased to $65,000. Accordingly, on September 1, 2023, our non-employee directors received an additional grant of RSUs, with the number of RSUs determined by dividing $20,000 by the closing sale price of our Common Stock on the grant date, rounded to the nearest whole number. These awards will fully vest on the first anniversary of each grant date, with vesting accelerating in the event the non-employee director dies, incurs a disability, retires (as determined by the Board) or as a result of termination of the director’s term due to the director not being re-nominated by the Board. Each RSU entitles the director to receive one share of our Common Stock upon vesting. In addition, in connection with an initial appointment to the Board other than at an annual meeting, a director may receive a pro rata equity grant. See “Executive Officer Compensation—Potential Payments upon Termination or Change in Control” on page 45 of this Proxy Statement for definitions of “disability” and “change of control” used for purposes of the RSU acceleration provisions.

2023 Director Compensation

The following table summarizes the total compensation paid to or earned by our non-employee directors during 2023. The amount included in the “Stock Awards” column reflects the aggregate grant date fair value of the RSUs and does not necessarily equate to the income that will ultimately be realized by the director for these stock awards. Mr. Armstrong’s compensation is reflected in the 2023

Summary Compensation Table in the section titled “Executive Officer Compensation” on page 43 of this Proxy Statement.

Director Compensation


Name of Director	Fees Earned or Paid in Cash			Stock Awards (1)		Total

Laurie L. Dotter	$	48,500	(2)	$	65,000		$113,500

Kate B. Henriksen		51,000			65,000		116,000

James E. Joseph		77,500			65,000		142,500

Michael D. Madden		48,500			65,000		113,500

Charles W. Porter		35,000			65,000		100,000

Neville L. Rhone, Jr.		57,500			65,000		122,500

(1)

Pursuant to our director equity-based compensation program, on May 11, 2023, each non-employee director received a grant of 1,918 RSUs, with the number of RSUs determined by dividing $45,000 by the closing price per share of our Common Stock on May 11, 2023, rounded to the nearest whole number. In addition, on September 1, 2023, each non-employee director received an incremental grant of 718 RSUs, with the number of RSUs determined by dividing $20,000 by the closing price per share of our Common Stock on September 1, 2023, rounded to the nearest whole number. Amounts reflect the aggregate grant date fair value of the RSUs, which are valued on the date of grant, or on the previous trading day if no sales occur on that date, at the closing price per share of our Common Stock. As of December 31, 2023, Messrs. Joseph, Madden and Porter each had 3,886 RSUs outstanding, Mr. Rhone had 3,636 RSUs outstanding, Ms. Henriksen had 3,586 RSUs outstanding and Ms. Dotter had 3,361 RSUs outstanding.

(2)	Ms. Dotter has elected to receive 50% of her annual cash retainer in an equivalent number of shares of our Common Stock. The amount reflected includes the fees used to purchase shares of our Common Stock during 2023.

Proposal No. 1: Election of Directors

Our board currently consists of seven members. Our Charter currently provides that directors are divided into three director classes to be as nearly equal in number as possible and elected for three-year terms. Accordingly, approximately one-third of the Board is elected at each annual meeting of stockholders. Each director holds office until that director’s successor is duly elected and qualified, or until his or her earlier death, resignation, removal or retirement. In accordance with our By-Laws, our Board has fixed the current number of directors at seven. Our directors are currently classified into the following three classes:

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Class I directors are Laurie L. Dotter, James E. Joseph and Michael D. Madden, and their terms will expire at the 2026 annual meeting of stockholders.

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Class II directors are Charles W. Porter and Neville L. Rhone, Jr., and their terms will expire at the 2024 Annual Meeting.

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Class III directors are William H. Armstrong III and Kate B. Henriksen, and their terms will expire at the 2025 annual meeting of stockholders.

For more information about the background and qualifications of the director nominees and the entire Board of Directors, please see below and “Information About Nominees and Continuing Directors” on page 23 of this Proxy Statement.


Name	Age	Director Since	Principal Occupation	Independent	Board Committees

William H. Armstrong III	59	1998	Chairman of the Board, President and Chief Executive Officer of Stratus Properties Inc.	No	None

Laurie L. Dotter	63	2021	Retired President of Transwestern Corporate Properties	Yes	Audit Compensation

Kate B. Henriksen	50	2021	Co-Chief Investment Officer of RLJ Lodging Trust	Yes	Compensation Nominating and Corporate Governance*

James E. Joseph	63	2015	Vice President, Advancement & Innovation and Dean of the Madden School of Business at Le Moyne College	Yes	Compensation* Nominating and Corporate Governance

Michael D. Madden	75	1992	Managing Partner of BlackEagle Partners, LLC; Chairman of the Board of Hanover Advisors L.L.C.	Yes	Audit Compensation

Charles W. Porter	72	2012	Chief Operating Officer of MG Holdings Services, LLC; Advisor and Consultant to Moffett Holdings, L.L.C.	Yes	None

Neville L. Rhone, Jr.	53	2020	Co-Founder and Managing Partner of Arc Capital Partners LLC	Yes	Audit* Nominating and Corporate Governance

Chair

Upon the recommendation of our nominating and corporate governance committee, our Board has nominated Charles W. Porter and Neville L. Rhone, Jr. for election at our 2024 Annual Meeting to serve as Class II directors, each for a three-year term. Mr. Porter is the designated director of LCHM Holdings pursuant to the Investor Rights Agreement. For more information, see “Designated Director” on page 10 of this Proxy Statement. Messrs. Porter and Rhone have each consented to being named as a nominee in this Proxy Statement and to serve as a director if elected. The persons named as proxies on the enclosed proxy card intend to vote your shares of our Common Stock for the election of each of the two Class II director nominees recommended by our Board, unless otherwise directed. If, contrary to our present expectations, either of the nominees is unable to serve or for good cause will not serve, your proxy will be voted for a substitute nominee designated by our Board, unless otherwise directed.

Vote Required to Elect Director Nominees

Under our By-Laws, our directors are elected by a plurality vote. For more information on the voting requirements, see “Information About the 2024 Annual Meeting” on page 57 of this Proxy Statement.

Recommendation of our Board of Directors

OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” OUR TWO CLASS II DIRECTOR NOMINEES, MESSRS. PORTER AND RHONE.

Information About Nominees and Continuing Directors

The table below provides certain information as of March 25, 2024 with respect to the director nominees, Charles W. Porter and Neville L. Rhone, Jr., and each other director whose term will continue after the 2024 Annual Meeting. The biography of each of the directors contains information regarding the person’s business experience, director positions with other public companies held currently or at any time during at least the last five years, and the experiences, qualifications, attributes or skills that led our nominating and corporate governance committee and our Board to determine that the person should be nominated to serve as a director of the Company. Unless otherwise indicated, each person has been engaged in the principal occupation shown for the past five years.



William H. Armstrong III (Chief Executive Officer)		Principal Occupation, Business Experience and Other Public Company Directorships

Chairman of the Board, President and Chief Executive Officer of Stratus Properties Inc. Age: 59 Director Since: 1998 Board Committees: None		Chairman of the Board, President and Chief Executive Officer of the Company from 1998 to present. President, Chief Operating Officer and Chief Financial Officer of the Company from 1996 to 1998. Director of Moody National REIT II, Inc., a publicly traded real estate investment trust, from September 2017 to present. Director of Moody National REIT I, Inc., a publicly traded real estate investment trust, from September 2008 until September 2017. Secretary-treasurer of Green Business Certification Inc., an organization that drives implementation of the LEED green building program, from March 2021 to January 2024. Holds a B.A. in Economics from The University of Colorado. Mr. Armstrong’s over 30-year career in real estate and over 28 years of leadership experience with the Company make him highly qualified to lead our Board. He has been employed by the Company since its inception in 1992, and has served as President since August 1996, Chief Executive Officer since May 1998 and Chairman of the Board since August 1998. He has built a highly regarded reputation in the real estate industry and has deep experience in and understanding of the Austin, Texas area, where most of our assets are located. He has long-standing, established relationships with tenants, lenders, regulators, community stakeholder groups, the City of Austin and the State of Texas. Mr. Armstrong’s strong leadership skills and comprehensive understanding of the Company and its management, operations and financial requirements make him highly qualified to guide the Company’s business strategy.



Laurie L. Dotter (Independent)		Principal Occupation, Business Experience and Other Public Company Directorships

Retired President of Transwestern Corporate Properties Age: 63 Director Since: 2021 Board Committees: • Audit • Compensation		Investment advisory board member at Employee Retirement System of Texas, since 2019, and the Comptrollers Investment Advisory Board for Texas Treasury Safekeeping Trust Company, since 2009. Serves as member of the governing board of Dottid, a SaaS technology company in the commercial real estate management sector. Chair of the Board of Directors of SWK Holdings Corporation, a publicly traded life science-focused specialty finance company, and Chair of its Audit Committee. President of Transwestern Investment Group from 2010 to 2016, and President of Transwestern Corporate Properties from 2016 to 2017, where she led the formation and capitalization of large-scale commercial real estate investment vehicles with combined capitalization exceeding $2 billion. Member of the Board of Directors of Parkway Properties, Inc. (“Parkway”), a national commercial real estate investment trust, from 2010 to 2016, Chair of Parkway’s Audit Committee and member of its Compensation Committee. Vice Chairman of the PREA Plan Sponsor Council at the Pension Real Estate Association, from 2008 until 2010. Executive investment officer at Hunt Realty Investments under the umbrella of Hunt Oil Company, a petroleum exploration and production company, from 1998 until 2010. Director of Real Estate Investments at the Teacher Retirement System of Texas, from 1993 to 1998, and a director of Financial Consulting Services at PricewaterhouseCoopers, from 1989 to 1993. Holds a B.B.A. in Accounting from Texas A&M University and a CPA license in Texas. Ms. Dotter has more than 30 years of experience in the real estate investment industry, including as founding partner of a suite of real estate investment vehicles with a multi-billion dollar capitalization. Ms. Dotter’s experience in the areas of accounting, finance and investments on behalf of private and public funds, as well as her public company board experience, make her highly qualified and allow her to provide valuable guidance regarding the Company’s strategy.


Kate B. Henriksen (Independent)		Principal Occupation, Business Experience and Other Public Company Directorships

Co-Chief Investment Officer of RLJ Lodging Trust Age: 50 Director Since: 2021 Board Committees: • Compensation • Nominating and Corporate Governance (Chair)		Co-Chief Investment Officer of RLJ Lodging Trust (“RLJ”), a self-advised, publicly traded real estate investment trust that owns primarily premium-branded, high-margin, focused-service and compact full-service hotels. Senior Vice President Investment & Portfolio Analysis of RLJ from 2007 to February 2019. Prior to joining RLJ in 2002, served as Director of Development Planning and Feasibility at Marriott International. Holds a B.S. from Cornell University, School of Hotel Administration, with a concentration in real estate and property asset management. Ms. Henriksen has a deep understanding of real estate investing, the real estate and hospitality industries, asset management, REIT operations and investor relations, gained from her more than 20 years of experience at RLJ and Marriott, making her highly qualified to serve on our Board and as chair of our nominating and corporate governance committee. Her experience at RLJ overseeing acquisitions and dispositions, helping to develop and implement strategy, managing assets on a strategic level, tracking investment portfolio performance, and assisting with capital raising and investor relations allow Ms. Henriksen to provide invaluable guidance to our Board in its consideration of the Company’s real estate investment opportunities and business strategy.



James E. Joseph (Lead Independent Director)		Principal Occupation, Business Experience and Other Public Company Directorships

Vice President, Advancement & Innovation and Dean of the Madden School of Business at Le Moyne College Age: 63 Director Since: 2015 Board Committees: • Compensation (Chair) • Nominating and Corporate Governance		Vice President, Advancement & Innovation and Dean of the Madden School of Business at Le Moyne College from 2014 to present and Executive-in-Residence from 2012 to 2014. President and Chief Executive Officer of Oneida Ltd. (“Oneida”), one of the world’s largest designers, marketers, and distributors of housewares products, from 2007 to 2012. President of Oneida from 2006 to 2007. Executive Vice President, Worldwide Sales and Marketing of Oneida from 2005 to 2006. Senior Vice President, Food Service of Oneida from 2000 to 2005. Senior Vice President, International Operations of Oneida from 1995 to 2000. Inducted as an honorary member of the Cornell Hotel Society at Cornell University’s School of Hotel Administration in 2010. Fellow at the Culinary Institute of America from 2009 through 2012. Member of the board of directors of the Oneida Group, formerly known as EveryWare Global, Inc., a previously publicly traded company and the parent company of Oneida Ltd. from 2012 to 2013. Holds an M.P.A. from the Maxwell School of Citizenship and Public Affairs at Syracuse University, and an Ed.D. in Executive Leadership and a B.S. in Accounting, each from Le Moyne College. Mr. Joseph has over 25 years of experience in the consumer products, hospitality and entertainment industries, including experience as a chief executive officer, making him highly qualified to serve as a member of our Board and as our lead independent director and chair of our compensation committee. His leadership role in the dramatic turnaround of Oneida, which regained significant profitability and significantly reduced debt during Mr. Joseph’s tenure as president and chief executive officer, allows Mr. Joseph to provide valuable guidance regarding the Company’s business strategy.


Michael D. Madden (Independent)		Principal Occupation, Business Experience and Other Public Company Directorships

Managing Partner of BlackEagle Partners, LLC; Chairman of the Board of Hanover Advisors L.L.C. Age: 75 Director Since: 1992 Board Committees: • Audit • Compensation		Managing Partner and co-founder of BlackEagle Partners, LLC (formerly Centurion Capital Partners LLC), a private equity firm, from April 2005 to present. Chairman of the Board of Hanover Advisors L.L.C., investment bankers, since 1995. Director of US LBM Holdings, Inc., a specialty building materials distributor, from April 2017 to 2020. Partner of Questor Management Co., merchant bankers, from 1999 to 2005. Partner at Beacon Group Holdings, a merchant bank, from 1996 to 1999. Vice Chairman of Paine Webber Inc., an investment bank, from 1994 to 1995. Executive Vice President and Chief Origination Officer during 1994, and Executive Managing Director and Head of Global Business Development of Kidder Peabody & Co., Inc., an investment bank, from 1993 to 1994. Holds an M.B.A. in Finance from the University of Pennsylvania, Wharton School of Business and a B.A. in Economics from LeMoyne College. Mr. Madden has been an investment banker for more than 30 years and in that role has advised multiple public and private companies, making him a valuable member of our Board. Mr. Madden has extensive knowledge of capital markets and finance, which is invaluable to our Board’s planning for the Company’s capital and liquidity needs. His business experience allows him to provide strategic insight in the areas of finance and accounting and positions him well to serve on our Board.



Charles W. Porter (Independent)		Principal Occupation, Business Experience and Other Public Company Directorships

Chief Operating Officer of MG Holdings Services, LLC; Advisor and Consultant to Moffett Holdings, L.L.C. Age: 72 Director Since: 2012 Board Committees: None		Chief Operating Officer of MG Holdings Services, LLC, a private asset management company, from 2014 to present. Advisor and Consultant to Moffett Holdings, L.L.C., a private, closely-held family company, from August 2008 to present. General Manager of Sheraton Steamboat Resort, managed by Starwood Hotels & Resorts Worldwide, Inc., from 1989 to 2008. Holds a Certified Hotel Administrator certification from the American Hotel & Lodging Association Educational Institution. Mr. Porter’s over 35 years of experience in the hospitality industry, as well as experience in conceptualizing and planning two residential single-family developments and a condominium tower through entitlements, financing, construction, documentation and sales, provide him with a wealth of knowledge regarding real estate operations and make him highly qualified to serve on our Board. Mr. Porter is the designated director of LCHM Holdings pursuant to the Investor Rights Agreement dated March 15, 2012.


Neville L. Rhone, Jr. (Independent)		Principal Occupation, Business Experience and Other Public Company Directorships

Co-Founder and Managing Partner of Arc Capital Partners LLC Age: 53 Director Since: 2020 Board Committees: • Audit (Chair) • Nominating and Corporate Governance		Co-Founder and Managing Partner of Arc Capital Partners (“Arc”), a Los Angeles-based real estate investment manager that invests in the Western Sunbelt across the capital stack, from 2013 to present. Managing Director and member of the investment committee of Canyon Partners Real Estate (“Canyon”), a real estate investment company, from 2005 to 2013. Real estate private equity and investment banker at Morgan Stanley from 2000 to 2004. Active member of the Urban Land Institute and the Pension Real Estate Association. Holds an MBA from Columbia Business School and a B.S. in Civil Engineering and Master of Engineering (Civil Engineering) from Cornell University. Mr. Rhone’s over 30 years’ experience in the areas of real estate development, finance, investments, operations, entrepreneurship and executive leadership make him highly qualified to serve as a member of our Board and as chair of our audit committee. His current role at Arc, an institutional quality, minority-owned firm dedicated to corporate responsibility, where he specializes in creating walkable, urban mixed-use environments, and his roles at Canyon, where he led acquisitions in Texas, and Morgan Stanley, where he focused on investment banking and real estate, allow him to provide valuable guidance and leadership regarding the Company’s strategy.

Stock Ownership of Directors, Director Nominees and Executive Officers

We believe that it is important for our directors and executive officers to align their interests with the long-term interests of our stockholders. We encourage stock accumulation through the grant of equity incentives to our directors and executive officers and through our stock ownership guidelines applicable to our directors and executive officers.

The table below shows the amount of our Common Stock beneficially owned as of March 25, 2024, by each of our directors, our director nominees and our president and chief executive officer and chief financial officer (such officers together being our named executive officers). Unless otherwise indicated, all shares shown are held with sole voting and investment power.


Name of Beneficial Owner	Number of Shares Not Subject to Vesting of RSUs	Number of Shares Subject to Vesting of RSUs (1)	Total Number of Shares Beneficially Owned (2)	Percent of Outstanding Shares (3)

William H. Armstrong III (4)	605,688	—	605,688	7.5%

Erin D. Pickens (5)	48,487	—	48,487	*

Laurie L. Dotter	7,120	1,918	9,038	*

Kate B. Henriksen	2,729	1,918	4,647	*

James E. Joseph	10,729	1,918	12,647	*

Michael D. Madden	44,729	1,918	46,647	*

Charles W. Porter (6)	19,729	1,918	21,647	*

Neville L. Rhone, Jr.	2,879	1,918	4,797	*

All directors and executive officers as a group (8 persons)	742,090	11,508	753,598	9.3%

Ownership is less than one percent.

(1)	Reflects our Common Stock that could be acquired within sixty days of the record date upon the vesting of RSUs.

(2)

In addition to the RSUs included in “Number of Shares Subject to Vesting of RSUs,” each beneficial owner holds the following unvested RSUs, which are not included in the table above because they do not vest within sixty days of the record date. For more information regarding the RSUs, see “Director Compensation—2023 Equity-Based Compensation” on page 20 of this Proxy Statement and “Executive Officer Compensation—Compensation Discussion and Analysis—Components of Executive Compensation—Long-Term Incentive Awards” on page 37 of this Proxy Statement.


Name of Beneficial Owner		RSUs
William H. Armstrong III		48,376
Erin D. Pickens		13,252
Laurie L. Dotter		1,443
Kate B. Henriksen		1,668
James E. Joseph		1,968
Michael D. Madden		1,968
Charles W. Porter		1,968
Neville L. Rhone, Jr.		1,718

(3)	Based on 8,065,322 shares of our Common Stock outstanding as of March 25, 2024.

(4)

Includes 3,250 shares held in his individual retirement account. Mr. Armstrong has pledged 363,489 shares of our Common Stock to secure a line of credit, which pledge occurred prior to March 3, 2016 under the Company’s grandfathered pledge policy. Mr. Armstrong’s address is 212 Lavaca Street, Suite 300, Austin, Texas 78701.

(5)	Holds shares of our Common Stock with her husband in a joint account, through which they share voting power.

(6)	Includes 1,000 shares held in his individual retirement account.

Stock Ownership of Certain Beneficial Owners

Based on filings with the SEC, the table below shows the beneficial owners of more than five percent of our outstanding Common Stock other than Mr. Armstrong, whose beneficial ownership is reflected in the table in the section above titled “Stock Ownership of Directors, Director Nominees and Executive Officers” on page 27 of this Proxy Statement. Unless otherwise indicated, all information is presented as of March 25, 2024, and all shares beneficially owned are held with sole voting and investment power.


Name and Address of Beneficial Owner	Total Number of Shares Beneficially Owned		Percent of Outstanding Shares (1)

Oasis Management Company Ltd. (2) 25/F, LHT Tower 31 Queen’s Road Central Central, Hong Kong		1,158,426		14.4%

Ingalls & Snyder LLC (3) 1325 Avenue of the Americas New York, New York 10019		981,057		12.2%

LCHM Holdings, LLC (4) 1615 Poydras Street, Suite 2279 New Orleans, Louisiana 70112		625,000		7.7%

Dimensional Fund Advisors LP (5) 6300 Bee Cave Road, Building One Austin, Texas 78746		418,688		5.2%

The Vanguard Group (6) 100 Vanguard Boulevard Malvern, PA 19355		407,410		5.1%

(1)	Based on 8,065,322 shares of our Common Stock outstanding as of March 25, 2024.

(2)	Amounts reported in the table are based on an amended Schedule 13D filed with the SEC on February 20, 2024. Oasis Management Company Ltd. and its affiliates share voting and investment power over all of the shares of our Common Stock reported.

(3)

Based on an amended Schedule 13G filed with the SEC on March 27, 2024. Ingalls & Snyder LLC (“Ingalls & Snyder”) is a registered broker dealer and a registered investment advisor. Amounts reported include shares owned by clients of Ingalls & Snyder in accounts managed under investment advisory contracts. Ingalls & Snyder has no voting power but shares investment power over all of the shares of our Common Stock reported.

(4)	Based on a Schedule 13D filed with the SEC on March 5, 2014, jointly by LCHM Holdings, James R. Moffett, Jr. and Louise H. Moffett. LCHM Holdings, Mr. Moffett and Ms. Moffett share voting and investment power over all of the shares of our Common Stock reported.

(5)

Based on an amended Schedule 13G filed with the SEC on February 9, 2024. Dimensional Fund Advisors LP, a registered investment advisor, furnishes investment advice to four registered investment companies, and serves as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an advisor or sub-advisor to certain of the Funds. In its role as investment advisor, sub-advisor and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the shares of our Common Stock reported, and may be deemed to be the beneficial owner of such shares of our Common Stock. However, all shares of our Common Stock reported in the amended Schedule 13G are owned by the Funds. Dimensional disclaims beneficial ownership of such shares of our Common Stock. As reported in the Schedule 13G/A, Dimensional has sole voting power over 409,010 shares of our Common Stock and sole investment power over 418,688 shares of our Common Stock.

(6)

Based on a Schedule 13G filed with the SEC on February 13, 2024. The Vanguard Group (“Vanguard”) holds the shares in its capacity as a registered investment advisor on behalf of numerous investment advisory clients, none of which is known to own more than 5% of shares of our Common Stock. As reported in the Schedule 13G, Vanguard has sole investing power over 402,076 shares of our Common Stock, shared investing power over 5,334 shares of our Common Stock and shared voting power over 2,544 shares of our Common Stock.

Executive Officer Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis, or CD&A, describes and analyzes our executive compensation philosophy and the material elements of our executive compensation program in the context of the compensation paid during the last fiscal year to our president and chief executive officer and our chief financial officer (our only executive officers, referred to as our named executive officers or NEOs). Our named executive officers for 2023 are:

•

William H. Armstrong III, Chairman of the Board, President and Chief Executive Officer (our “CEO”); and

•

Erin D. Pickens, Senior Vice President and Chief Financial Officer (our “CFO”).

Executive Summary

We are a diversified real estate company with headquarters in Austin, Texas. We are engaged primarily in the entitlement, development, management, leasing and sale of multi-family and single-family residential real estate properties and commercial properties in the Austin, Texas area and other select markets in Texas.

2023 Performance Highlights

Although we faced difficult real estate market conditions in 2023 and saw limited opportunities for transactions on favorable terms, we made significant progress executing our business strategy during the year. Early in the year, we obtained third-party equity and debt financing for and commenced infrastructure construction on Holden Hills, our residential development in Barton Creek in Austin, Texas, which resulted in our Company receiving a distribution of $35.8 million in cash from the partnership that we formed for the project. Largely as a result of the cash distribution from the Holden Hills partnership in 2023, profitable property sales in 2022 and 2021, and focused liquidity management on our part, at December 31, 2023 we had cash and cash equivalents and amounts

available under our revolving credit facility totaling approximately $71.0 million. During 2023, among other things, we completed construction and began lease-up of The Saint June multi-family project, continued construction of the Saint George multi-family project, advanced construction on Holden Hills, managed our five completed retail projects, and advanced entitlements on other projects. In the last three fiscal years, including Holden Hills, we have raised $101.3 million in third party equity capital to support the development of our projects.

In the fall of 2022, our Board completed a strategic planning process, considering our successful property sales and the elimination of our Hotel and Entertainment segments that resulted from the sale of Block 21. Our Board decided to continue our successful development program, with our proven team focusing on pure residential and residential-centric mixed-use projects in Austin and other select markets in Texas. Reflecting confidence in our achievements and strategy, in September 2022, our Board declared a special cash dividend totaling $40 million ($4.67 per share), paid in September 2022, and approved a new $10 million share repurchase program, completed in October 2023. In November 2023, our Board approved an additional $5 million share repurchase program.

Please refer to “Performance Highlights” on page 8 for additional information regarding our significant accomplishments during 2023.

Changes to Our Executive Compensation Program Beginning in 2023

Our compensation committee approved significant changes to our executive compensation program effective in 2023. The changes primarily added objective performance criteria to our annual incentive program, eliminated our annual equity award program for executives, and revised our Profit Participation Incentive Plan (the “Profit Plan”), now named the Long-Term Incentive Plan (the “LTIP”). Prior to 2023, our executive compensation program had three primary components: (1) base salary, (2) annual cash incentive awards based solely on the compensation committee’s subjective assessment of Company and individual performance, and (3) long-term incentive awards, which consisted of annual RSU awards and awards under our Profit Plan, under which our executives could receive cash and RSUs based on the success of development projects. During 2022 and early 2023, the compensation committee engaged an independent compensation consultant, FTI Consulting, Inc. (“FTI”), to conduct a holistic review of our executive compensation program. Based on this review, in early 2023, the compensation committee approved changes to our executive compensation program, effective beginning with 2023 compensation, designed to further align the program with Company performance and stockholder interests, while also ensuring that we continue to provide an appropriate level of compensation to effectively reward and retain our senior leadership team.

Beginning in 2023, our new executive compensation program has the following components: (1) base salary, (2) annual incentive awards granted under a formulaic annual incentive plan (the “AIP”), which provides for awards primarily based on objective, pre-established metrics, and (3) an amended and restated Profit Plan, now the LTIP, which incorporates additional governors to better align the program with the overall stockholder experience and our operating performance, as described below.

The new executive compensation program reflects the compensation committee’s intent that the LTIP become the primary element of incentive compensation going forward. The committee believes that this approach will better align executive compensation with the results of the Company’s development efforts. However, the compensation committee recognizes that development projects are multi-year endeavors and that our senior leadership team cannot control real estate market conditions. Consequently, results and payouts under the LTIP are likely to be inconsistent year to year. With its “greater of” approach, described below, the AIP has been designed to complement the LTIP and ensure that the executive team is appropriately compensated in those off years when there are either minimal or no payouts in connection with development projects under the LTIP.

Highlights of the new program and 2023 results are as follows:


New Executive Compensation Program

*Base Salary:*		• As part of the redesign of our executive compensation program and for the first time since 2018, the base salary of each of our NEOs was increased effective March 1, 2023: Mr. Armstrong to $750,000 and Ms. Pickens to $400,000.
*AIP:*		• Beginning in 2023, annual incentive awards will be earned by our NEOs under the AIP, which provides for awards (i) based on the achievement of pre-established performance goals set by the compensation committee (representing 70% of the target award for our CEO), and (ii) capped at a multiple of the executive’s base salary (150% for our CEO). In the compensation committee’s discretion, up to 50% of the awards may be paid in RSUs that vest in one year, with the remainder paid in cash.
		• The AIP and the LTIP, which is described below, will work in tandem. For each calendar year, our NEOs will receive the greater of the incentive award payable under the AIP or the payout of awards granted under the new LTIP.
		• For 2023, (1) performance relative to the target objective goals resulted in overall achievement of 111.54% of the target goals, and (2) the compensation committee determined that each of our NEOs had achieved 100% of the individual component of the award, resulting in total AIP payouts of $810,574 for Mr. Armstrong and $327,691 for Ms. Pickens. The committee elected to pay these awards 75% in cash and 25% in RSUs.
*LTIP:*		• The LTIP is effective for participation interests in development projects approved on or after February 24, 2023. Any participation interests previously granted under the Profit Plan will continue to be governed by the terms of the Profit Plan.
		• The LTIP incorporates new features intended to further align the awards with the overall stockholder experience and our operating performance by providing that payouts to our NEOs under the LTIP will be reduced as follows:
		➣ if required NAV-based results (which will be established by the compensation committee) have not been achieved, the amounts payable will be reduced by up to 25%; and
		➣ if the average of the payouts under the AIP for the objective and/or operationally-focused metrics for the three-year period preceding the year of payout (or such shorter period of time that the AIP has been in effect) is below the target level, the amounts payable will be reduced by between 5% and 10%.
		• During 2023, The Saint George was designated as the first approved development project under the LTIP.
*Profit Plan:*		• During 2023, Kingwood Place reached a valuation event, which was paid out to participants in RSUs in 2024 and will be reported as 2024 compensation pursuant to SEC rules. There are no amounts reflected in 2023 executive compensation relating to payouts under the Profit Plan or LTIP.

Compensation Governance and Stockholder Engagement

Our executive compensation program is designed and managed by the compensation committee, which is comprised entirely of independent directors. The compensation committee values stockholder perspectives as an element of the review process. The compensation committee ensures it is aware of our stockholders’ views both through direct conversations with stockholders, including one large stockholder with a representative on our Board, and through the broad feedback mechanism of our annual say-on-pay advisory vote on executive compensation. In addition, members of our compensation committee engaged directly with stockholders during and after our 2023 proxy season. At our 2023 annual meeting, 75% of the votes cast voted in support of our say-on-pay proposal.

Our conversations with stockholders, and our experience with the outcomes of the Profit Plan and its interaction with the other components of our former executive compensation program, confirmed our developing view that there were aspects of our program that could be revised to further align with stockholder interests. Our engagement and experience led us to be particularly interested in developing a more formulaic annual incentive program with pre-established performance goals and in adding features to the Profit Plan that would strengthen the connection between the payouts under the plan, which are related to specific development projects, and our overall performance. Accordingly, following a comprehensive review of our program by FTI, the compensation committee approved significant changes to our executive compensation program, which are described above under “Changes to Our Executive Compensation Program Beginning in 2023.”

Compensation Best Practices

The compensation committee strives to incorporate compensation “best practices” into our program design, some of which are highlighted below and discussed elsewhere in this CD&A.

Executive Compensation Best Practices

Ø Long-Term Incentive Program Tied to Profitability of Our Development Projects and Company Performance – Since 2018, with the adoption of the Profit Plan, our executives and other key employees have received economic incentives tied to the profitability of approved development projects. As discussed above, the Profit Plan has been modified with respect to participation interests approved on or after February 24, 2023, and renamed as our Long-Term Incentive Plan, or LTIP. Such modifications provide for potential reductions to awards based on our operating performance.

Ø Annual Incentives Based Primarily on Objective, Pre-established Performance Criteria –Beginning in 2023, our executives’ annual incentive awards are earned under our AIP, with the majority of the awards based primarily on objective, pre-established annual performance goals (70% of the target award for our CEO). For each calendar year, our NEOs will receive the greater of the AIP payout or the payout of awards granted under the LTIP, and will not receive payments under both.

Ø Paying for Performance – The majority of our executive officers’ compensation is variable, at risk and tied to our performance.

Ø Clawbacks – Incentive-based awards are subject to clawback provisions.

Ø Anti-Pledging and Anti-Hedging Policies – Since 2016, we have prohibited our NEOs and directors from entering into new pledges of our securities, and we prohibit our NEOs from entering into hedging arrangements with respect to our securities.

Ø “Double Trigger” Equity Acceleration due to a Change of Control – A change of control alone will not trigger acceleration of our RSUs. Rather, our employees must experience a qualifying termination within two years following a change of control to accelerate vesting. Further, awards under our Profit Plan and LTIP do not accelerate upon a change of control.

Ø “Double Trigger” Change of Control Cash Payments – The severance and change of control agreements with our NEOs provide for change of control cash payments only upon a qualifying termination of employment.

Ø Engagement of Independent Compensation Consultant – From time to time, the compensation committee, in its sole discretion, retains an independent compensation consultant who reports directly to the compensation committee and does not provide any other services to management or the Company.

Ø Executives Subject to Stock Ownership Guidelines – We expect our executive officers to maintain certain levels of ownership in our Company, thus aligning their interests with our stockholders’ interests. Both of our NEOs currently exceed their stock ownership requirements.

Ø No Excise Tax Gross-Ups – We do not provide any excise tax gross-ups to our NEOs.

Ø No Retirement Benefits that are Not Available to Employees Generally – We provide our executive officers with the same retirement benefits that are generally available to our other full-time employees.

Ø No Excessive Perquisites – We provide limited perquisites to our executive officers.

Objectives of Our Compensation Program

The compensation committee is responsible for designing, implementing, and administering our executive compensation program. The compensation committee seeks to increase stockholder value by:

•

rewarding performance tied primarily to the success of our development projects;

•

aligning the interests of the executive officers with the interests of our stockholders; and

•

providing a level of total compensation that will enable the Company to attract, incentivize and retain talented executive officers.

As a result of our implementation of these objectives, the majority of our CEO’s total compensation paid during the three-year period ended December 31, 2023 consisted of variable, at risk forms of pay that were dependent on our performance, as reflected in the chart below.

Allocation of CEO Compensation – 2021-2023

Total Fixed Pay = 16% Total Variable, At-Risk Pay = 84% Total Performance Pay = 77%

LOGO

Components of Executive Compensation for 2023

For 2023, our executive compensation program included three primary components: (1) base salary, (2) an opportunity for an annual cash incentive award under our AIP, and (3) participation interests in the development projects in the LTIP.

After reviewing these components of our compensation program, the compensation committee believes that the risks arising from our compensation policies and practices for our employees, including our executive officers, are not reasonably likely to have a material adverse effect on the Company. The compensation committee believes the mix of short-term compensation (in the form of salary and annual incentive awards, if any), and long-term compensation (in the form of payouts under our Profit Plan and LTIP awards, as applicable) also prevents undue focus on short-term results and helps align the interests of our executive officers with the interests of our stockholders.

Base Salaries.

Our philosophy is that base salaries, which provide fixed compensation, should meet the objective of attracting and retaining the executive officers needed to manage our business successfully. Base salaries are reviewed and determined by the compensation committee annually. With regard to our CEO, our goal is to allocate more compensation to the variable, performance-dependent elements of the total compensation package.

Until 2023, the compensation committee had not increased our executive officers’ base salaries since 2018. In connection with its holistic review of our executive compensation program, FTI reported that the base salaries of our executive officers were below the median of the peer group. In light of this and in order to ensure that our executives receive competitive levels of fixed compensation, particularly given the potential for significant variability in payouts under the LTIP due to the nature of real estate development and substantial business risks involved, the compensation committee increased each executive’s base salary effective March 1, 2023: Mr. Armstrong to $750,000 and Ms. Pickens to $400,000.

Annual Incentive Awards.

Annual cash incentives are a variable “at-risk” component of compensation designed to reward our executive officers for maximizing annual operating and financial performance. Beginning in 2023, annual incentive awards for our executive officers are determined under our AIP, which provides for awards subject to threshold, target and maximum payouts capped at a multiple of each officer’s base salary, as set forth below:


Executive	Title		Base Salary		Threshold (% of Base Salary)			Target (% of Base Salary)			Maximum (% of Base Salary)			Target ($)
William H. Armstrong III		CEO	$	750,000		50	%		100	%		150	%	$	750,000
Erin D. Pickens		CFO	$	400,000		25	%		75	%		125	%	$	300,000

Objective Component. The AIP awards are primarily driven by the Company’s achievement of certain objective, pre-established annual performance goals. For 2023, the pre-established performance goals included annual financial goals and strategic goals, with targets established based on the Company’s annual budget as reviewed and approved by our Board. These objective metrics were responsible for 70% of our CEO’s AIP award and 60% of our CFO’s AIP award.

The table below summarizes the 2023 objective performance measures, targets and results.


Performance Metric	Weighting			Threshold		Target		Maximum		Actual Performance		Weighted % of Target Achieved
Financial Goals:⁽¹⁾
NOI⁽²⁾		20	%	$	8,500,000	$	9,500,000	$	10,500,000	$	10,015,043		25.2%
Cash G&A⁽³⁾		20	%	$	14,000,000	$	12,000,000	$	10,000,000	$	11,574,916		22.1%
Manage Liquidity⁽⁴⁾		20	%	$	45,000,000	$	60,000,000	$	75,000,000	$	66,392,962		24.3%
Strategic Goals⁽⁵⁾		40	%		-		-		-		-		40.0%

% of Target Goals Achieved													111.54%

(1)	See Annex A for information regarding the methodology we used to calculate the financial goals, including reconciliations.

(2)	Measures actual net operating income compared to budget for Leasing Operations segment properties stabilized prior to 2023 (Jones Crossing, Kingwood Place, Lantana Place and West Killeen Market).

(3)	Measures general and administrative expenses less non-cash compensation associated with equity awards and awards under the Profit Plan and LTIP before annual incentive awards for 2023, as adjusted for agreed upon new hires and compensation increases.

(4)	Measures cash and revolving credit facility availability at year-end compared to budget (excluding cash and cash equivalents of consolidated limited partnerships).

(5)

The committee approved the following strategic objectives for our NEOs for 2023: (i) achievement of certain development milestones with respect to our development projects (13%), (ii) advancement of entitlements for pipeline properties (12%), (iii) management of debt (9%), and (iv) management of relationships with third-party investors in the Company’s joint ventures (6%).

Based on this achievement level, the payout amount of the objective portion of each executive’s AIP award was calculated as follows:

Base

Salary

11.54%

AIP
Target
Award

% of Target
Based on
Objective
Component

AIP Award
Based on
Objective
Component ($)

Individual Component. For 2023, a portion of each executive’s award was based on the compensation committee’s assessment of individual performance – 30% for our CEO and 40% for our CFO. After considering each officer’s performance and contributions to the Company and noting that the Company’s performance had resulted in an achievement percentage slightly above target on the objective metrics, the committee determined that each executive had earned the target payout level on the individual portion of the AIP for 2023.

Payout of AIP Awards. Under the terms of the AIP, earned awards are paid in cash, although the compensation committee may in its discretion pay up to 50% of the awards in RSUs that vest in one year, with the remainder paid in cash. As noted above, the AIP and the LTIP will work in tandem. For each calendar year, our NEOs will receive the greater of the incentive award payable under the AIP or the payout of awards granted under the LTIP. For 2023, no award payouts were generated under the LTIP.

Based on the above, in February 2024, the compensation committee awarded each of our executive officers an award under the AIP as follows:


Executive	Target AIP Award		Objective Component (% of Target)			Objective Component % Achieved			AIP Award- Objective Component		Individual Component (% of Target)			Individual Component % of Target Achieved			AIP Award- Individual Component		Total AIP Award
William H. Armstrong III	$	750,000		70	%		111.54	%	$	585,574		30	%		100	%	$	225,000	$	810,574
Erin D. Pickens	$	300,000		60	%		111.54	%	$	207,691		40	%		100	%	$	120,000	$	327,691

In accordance with the terms of the AIP, the committee elected to pay 25% of the award in the form of RSUs that will vest on the first anniversary of the date of grant, with the number of RSUs determined by dividing the portion of the AIP award to be paid in RSUs by the closing price of our common stock on February 15, 2024, the date of grant. As such, our executive officers received the following in payment of their 2023 AIP Awards:


Executive	Total 2023 AIP Award		Value Paid in Cash		Value Paid in RSUs		# of RSUs Granted In February 2024
William H. Armstrong III	$	810,574	$	607,931	$	202,643		8,623
Erin D. Pickens	$	327,691	$	245,768	$	81,923		3,486

Long-Term Incentive Awards.

From 2018 and until modified in 2023 as described in this Proxy Statement, our long-term incentive program consisted of the following two incentives: awards under our Profit Plan and RSU awards granted on an annual basis. As described above, beginning in 2023, our long-term incentive program consists only of awards under our LTIP (which is an amended and restated version of the Profit Plan). Awards under the LTIP may be granted throughout the year in connection with the Board’s approval of a new development project. The awards provide an opportunity for participants, including our NEOs, to receive cash bonuses (and/or RSUs in certain circumstances) based on the profitability of the approved development project.

Description of the LTIP. The LTIP is modeled after a “promote” arrangement that is a common compensation structure used by our private company peers. The plan aligns with our business strategy by tying a significant element of our NEOs’ compensation to the success of our development projects. It also creates an ownership mentality among participants with respect to the projects, encouraging high performance and strengthening the team mindset of key members of our project teams. Payouts under the LTIP are made in cash and RSU awards in the year following the year in which a payout event occurs, and are determined as follows:

•

Profits Pool – 25% of the “net company profits” (described below) from each approved development project will be set aside in a “profits pool” to fund payouts, and the compensation committee will allocate participation interests in each pool to our executive officers, and select employees and consultants determined to be instrumental in the success of the project.

•

Payout Events – payouts, if any, under the LTIP are triggered by either a capital transaction or a valuation event for each approved development project under the plan.

^○

Capital Transactions – The “net company profits” generated by each project is calculated as net proceeds to the Company from a capital transaction (generally defined as the sale or exchange of the project to an unaffiliated party) after the Company has received (i) a return of its costs and any capital contributions, and (ii) a preferred return of 10% per annum. Any such payments will be paid in cash prior to March 15^th of the year following the capital transaction (provided the total payouts due for the year do not exceed a participant’s cash limit, if applicable). If a participant’s cash limit is exceeded, then payouts in excess of the cash limit will be made in stock-settled RSUs, based on the 12-month trailing average price of our Common Stock during the year in which the capital transaction occurred, that will vest on the first anniversary of the grant date, provided that the participant satisfies the applicable service conditions.

^○

Valuation Events – If a capital transaction has not occurred prior to the third anniversary of the date the project is substantially complete (a valuation event), the compensation committee will obtain a third-party appraisal of the project as of the date of the valuation event. Based on that value, the compensation committee will determine if any net company profits would have been generated after applying the hurdles described above. If so, then in lieu of receiving a cash bonus, the participant will receive an award of an equivalent number of stock-settled RSUs, based on the 12-month trailing average price of our Common Stock during the year in which the valuation event occurred, that will vest in annual installments over a three-year period, provided that the participant satisfies the applicable service conditions.

LTIP Features Designed to Protect Company and Stockholder Interests

The following features of the LTIP are designed to protect Company and stockholder interests by limiting the Company’s required cash outlay and ensuring the Board retains flexibility to determine when and if the sale of an approved development project is appropriate:

•

Significant Hurdles – the financial hurdles that must be met before a profit pool is funded (return of all costs and capital contributions and a preferred return of 10% per annum) ensure a significant return for the Company before any payouts are made.

•

Limits on Cash Payouts to Executive Officers – the total cash payments made for a given year to an executive officer may not exceed four times the executive officer’s base salary, and any amounts due under the LTIP in excess of that amount will be converted to an equivalent number of stock-settled RSUs with a one-year vesting period.

•

No Cash Payouts without a Corresponding Sale – any amounts due in connection with a valuation event rather than a capital transaction are paid in an equivalent number of RSUs (with a three-year vesting period requiring continued employment to earn the award), in lieu of a cash payment.

•

Board Flexibility – the inclusion of a stock payout, via the grant of a stock-settled RSU award, in the case of a valuation event gives the Board the flexibility to retain an asset if it determines that is in the best interest of the Company and its stockholders, without disadvantaging the participants or putting a cash burden on the Company.

•

Reduction of Certain Payouts for NEOs – payouts to our NEOs under new participation interests granted on or after February 24, 2023 will be subject to reduction of up to 25% if specific NAV-based results (which will be established by the compensation committee) are not achieved and a reduction of between 5% and 10% if the average payout under the objective metrics under our AIP for the prior three years (or such shorter period of time that the AIP has been in effect) is below the target level.

•

Elimination of Certain Payouts for NEOs – payouts to our NEOs under new participation interests granted on or after February 24, 2023 will be eliminated if the amounts payable under the AIP for a given calendar year are greater than the amounts payable under the LTIP for the same calendar year.

Profit Plan and LTIP Results for 2023. As noted above, in structuring the new executive compensation program, the compensation committee recognized that given the nature of our development projects and the business risks involved, payouts under the LTIP and the Profit Plan would not necessarily occur every year. In fact, there were no payout events under the plans that resulted in 2023 reportable compensation. See the Summary Compensation Table on page 43 for additional information.

2023 Valuation Event. During 2023, Kingwood Place, in which participation interests were previously granted under the Profit Plan, reached a valuation event. The following table summarizes each NEO’s payout as determined by the compensation committee in early 2024 under the Profit Plan with respect to this development project. The committee approved the awards of stock-settled RSUs reflected in the table below, with the number of RSUs based on the 12-month trailing average price of our Common Stock during 2023 ($24.90). Due to SEC rules, these RSU awards will be reported as 2024 compensation in the Summary Compensation Table in next year’s proxy statement.


	No. of RSUs granted in 2024 for Kingwood Place

Mr. Armstrong		16,395

Ms. Pickens		4,099

2023 LTIP Awards. In August 2023, the compensation committee granted participation interests in The Saint George to certain employees and consultants, including Mr. Armstrong and Ms. Pickens. The Saint George is the first approved development project under the LTIP.

Outstanding Development Projects under the Profit Plan and LTIP. The following table sets forth the outstanding approved development projects under the Profit Plan and LTIP, the participation interests in each project granted to our NEOs and the valuation event date for each project that is substantially complete:

Approved
Development
Projects

Participation Interests ⁽¹⁾

Grant Date

Substantial
Completion
Date

Valuation
Event
Date ⁽²⁾

Plan

Mr. Armstrong

Ms. Pickens

Amarra Villas

Profit

Plan

32%

August 2, 2018

N/A

Jones Crossing

Profit

Plan

30%

7.5%

August 2, 2018

N/A

Magnolia Place Phase I

Profit

Plan

25%

September 23, 2019

August 31,
2022

August 31,
2025

The Saint June

Profit

Plan

27.5%

7.5%

February 17, 2022

October 31,
2023

October 31,
2026

The Saint George

LTIP

25%

7.5%

August 10, 2023

N/A

(1)	As a non-equity incentive award, participation interests granted under the Profit Plan and LTIP are reflected in the Summary Compensation Table at payout rather than at grant.

(2)

The valuation event date is the third anniversary of the date the approved development project is substantially complete. If a capital transaction (generally defined as the sale or exchange of the project to an unaffiliated party) has not occurred by this date, the Profit Plan and LTIP provide for a potential grant of RSUs as described above.

Limited Executive Perquisites and No Special Retirement Benefits

We provide limited perquisites to our executive officers. Please see the 2023 Summary Compensation Table on page 43 for a description of the limited perquisites provided in 2023.

We provide our executive officers with the same retirement benefits that are generally available to our other full-time employees. Specifically, we maintain a 401(k) plan, which is a tax-qualified defined contribution retirement plan. Our 401(k) plan provides a 5% employer match, a 3% safe harbor contribution and a discretionary match of up to 10% of employee eligible compensation. We do not maintain any excess benefit plans, defined benefit or pension plans, or any deferred compensation plans. We provide life insurance to all full-time Company employees.

Change of Control and Severance Benefits

We provide our executive officers with certain contractual protections in the event of an involuntary separation either prior to or in connection with a change of control of the Company. Effective April 1, 2022, each of Mr. Armstrong and Ms. Pickens entered into a severance and change of control agreement with the Company, with each agreement having a three-year term and with terms consistent with their previous agreements. These agreements and the terms of our outstanding RSUs and awards under our Profit Plan and LTIP provide our executives with contractual protections in the event of certain terminations of employment, both before and after a change of control. We believe that severance protections can play a valuable role in attracting and retaining key executive officers, and that these benefits also serve our stockholders’ interests by promoting a continuity of management in the context of an actual or threatened change of control transaction.

We also believe that the occurrence, or potential occurrence, of a change of control transaction will create uncertainty regarding the continued employment of our executive officers. This uncertainty results from the fact that many change of control transactions result in significant organizational changes, particularly at the senior executive level. In order to encourage our executive officers to remain employed with the Company during the important time when their prospects for continued employment following a transaction are often uncertain, we provide them with enhanced severance benefits if their employment is terminated by the Company without cause or by the executive with good reason in connection with a change of control. We do not provide excise tax gross-up protections under any change of control arrangements with our executive officers.

The payment of cash severance benefits following a change of control transaction is only triggered by an actual or constructive termination of employment following the change of control (i.e., a “double trigger”). In addition, accelerated vesting of our outstanding RSUs is also a double trigger, as vesting will not be triggered by a change of control alone and requires a qualifying termination within two years following the change of control. Finally, participation interests granted under our Profit Plan and LTIP will not accelerate upon a change of control or a qualifying termination, but will remain outstanding and be paid out in accordance with the terms of the applicable plan.

The potential severance and change of control benefits payable under these agreements as of December 31, 2023 are more fully described in “Potential Payments upon Termination or Change in Control” on page 45.

Compensation Processes and Policies

Role of Advisors.

To assist in evaluating our compensation practices and the level of compensation provided to our executives, the compensation committee has engaged an independent compensation consultant from time to time. Consistent with the compensation committee’s longstanding policy, any such consultant will not provide, and has not provided, any services to the Company’s management. As noted above, the compensation committee engaged FTI in 2022 and early 2023 to conduct a holistic review of the Company’s executive compensation program. FTI (1) provided certain background information on market practices relating to how development-focused companies compensate their key executive officers, (2) compared the Company’s executive compensation programs to a group of peer companies, and (3) recommended the structure of a new annual incentive plan with objective, pre-established performance goals and changes to the Profit Plan to further align with Company performance and stockholder interests.

Market Data and Peer Group.

In connection with its comprehensive review during 2022 and early 2023, FTI recommended a group of public real estate investment trusts (“REITs”) and real estate management companies that it believed represents an appropriate peer group based on asset focus and size. The resulting peer group selected by the compensation committee consisted of the 13 public real estate companies listed below (the “peer group”):


• Armada Hoffler Properties, Inc.		• One Liberty Properties, Inc.

• CatchMark Timber Trust, Inc.		• SoTHERLY Hotels Inc.

• CTO Realty Growth, Inc.		• Tejon Ranch Co.

• Farmland Partners Inc.		• The InterGroup Corporation

• Forestar Group Inc.		• UMH Properties, Inc.

• FRP Holdings, Inc.		• Whitestone REIT

• Maui Land & Pineapple Company, Inc.

FTI used this peer group to prepare its executive compensation study, which compared our NEOs’ base salaries, annual incentive awards, long-term incentive awards and total remuneration to their counterparts in the peer group. FTI also reviewed the structure of the short-term and long-term incentive programs of the peer group in its evaluation of the Company’s executive compensation program structure. The compensation committee used FTI’s report to assess competitive compensation, industry trends and best practices regarding executive compensation in connection with its implementation of our new executive compensation program in 2023.

Role of Executive Officers.

Our CEO makes recommendations to the compensation committee regarding the compensation for our CFO, based on his qualitative judgment regarding her individual performance, although the compensation committee makes all final compensation decisions regarding our executive officers. Neither of our executive officers is present when the compensation committee discusses or determines any aspect of their compensation.

Clawback Policies.

Awards under the Profit Plan, LTIP and our stock incentive plan are subject to clawback provisions that enable the Company to clawback all or a portion of incentive compensation paid under an award in the event a participant’s misconduct either causes the Company to issue a restatement of

its financial statements or results in an overpayment in connection with an award. Effective as of October 2, 2023 we also adopted a new clawback policy, the Incentive-Based Compensation Recovery Policy, a copy of which is filed as an exhibit to our Annual Report on Form 10-K, in accordance with SEC and NASDAQ requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Stock Ownership Guidelines.

Our Board has adopted stock ownership guidelines applicable to our executive officers because we believe that it is important for our executive officers to align their interests with the long-term interests of our stockholders. The guidelines are administered by the compensation committee. Under the guidelines, Mr. Armstrong and Ms. Pickens are expected to maintain ownership of shares of our Common Stock valued at three times and one time, respectively, his or her base salary, determined by reference to the three-year trailing average monthly stock price. Shares of our Common Stock currently owned but not pledged and shares issuable upon the vesting of outstanding time-vested RSUs are counted for purposes of the stock ownership guidelines. Shares pledged under our grandfathered pledge policy, shares issuable under any performance-based equity awards and shares owned on behalf of a spouse or children are not counted for purposes of the stock ownership guidelines. Finally, shares held in trust may also be included; however, due to the complexities of the trust laws, the decision to include the shares will be made on a case-by-case basis after reviewing the nature of the specific trust involved and considering whether the executive has maintained a pecuniary interest in the shares. Mr. Armstrong and Ms. Pickens both currently exceed their target ownership levels.

Accounting and Tax Considerations.

The accounting and tax treatment of compensation generally has not been a factor in determining the amounts of compensation awarded to our executive officers.

Compensation Committee Report

The compensation committee of the Board has reviewed and discussed with management the Compensation Discussion and Analysis, and based on such review and discussion, the compensation committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by the compensation committee on March 21, 2024:

James E. Joseph, Chair

Laurie L. Dotter

Kate B. Henriksen

Michael D. Madden

Executive Compensation Tables

The table below summarizes the total compensation paid to or earned by our NEOs for the fiscal years ended December 31, 2023 and 2022. Mr. Armstrong and Ms. Pickens were our only executive officers during such fiscal years. For additional information regarding the compensation paid to our NEOs, see “Compensation Discussion and Analysis” on page 29.

2023 Summary Compensation Table


Name and Principal Position	Year		Salary		Bonus⁽¹⁾		Stock Awards			Non-Equity Incentive Plan Compensation⁽³⁾		All Other Compensation ⁽⁴⁾	Total
William H. Armstrong III Chairman of the Board, President and Chief Executive Officer		2023		$708,333		$0		$0			$607,931	$70,517		$1,386,781
		2022		500,000		2,000,000		4,311,015	⁽²⁾		0	737,054		7,548,069



Erin D. Pickens		2023		379,167		0		0			245,768	72,786		697,721
Senior Vice President and Chief Financial Officer		2022		275,000		500,000		546,145	⁽²⁾		0	168,045		1,489,190

(1)

The compensation committee awarded cash bonuses to the NEOs for 2022 to reflect our record financial performance in 2022, producing net income to common stockholders of $90.4 million, including the successful sale of Block 21 for a pre-tax gain of $119.7 million, which was not included in our Profit Plan. As a result of well-timed property sales in 2021 and 2022, we returned $50 million to shareholders during 2022 and 2023 through a special cash dividend and stock repurchases, and increased total stockholders’ equity by $33.3 million from December 31, 2021 to December 31, 2023.

(2)

For 2022, the “Stock Awards” represents RSUs valued on the date of grant at the closing sale price per share of our Common Stock in accordance with ASC Topic 718, disregarding the effect of forfeitures. Amounts include RSUs granted under our annual equity award program in place at the time, totaling $373,100 for Mr. Armstrong and $111,930 for Ms. Pickens. The remaining amounts relate to RSUs granted under the terms of the Profit Plan in 2022, but that relate to a valuation event and capital transactions that occurred in 2021. No valuation event or capital transaction occurred during 2022 under our Profit Plan. As required by SEC rules, with respect to our Profit Plan, cash awards due to capital transactions are reported in the year the capital transaction occurs, whereas RSU awards relating to valuation events (and relating to amounts in excess of the cash limit for capital transactions) are reported in the following year upon grant by the compensation committee. Accordingly, for both executives, amounts in 2022 include RSUs granted with respect to the valuation event for Lantana Place that occurred in 2021. For Mr. Armstrong, amounts in 2022 also include RSUs granted with respect to the capital transactions for The Saint Mary and The Santal Phase II that occurred in 2021 but for which the cash payment for Mr. Armstrong exceeded the cash limit in the Profit Plan.

(3)

For 2023, reflects the cash portion of the annual incentive award payments received under our AIP as approved by the compensation committee based primarily on achievement of pre-established goals. In connection with approving the payout of the 2023 AIP in February 2024, the compensation committee elected to pay 25% of the amount awarded in the form of RSUs that will vest on the first anniversary of the date of grant. These RSUs will be reflected as “Stock Awards” in fiscal 2024 in the Summary Compensation Table of our 2025 Proxy Statement. For more information, see “Compensation Discussion and Analysis—Components of Executive Compensation for 2023—Annual Incentive Awards” on page 35.

(4)

The amounts reported in the “All Other Compensation” column for 2023 are set forth in the table below and reflect, for each named executive officer, the sum of the incremental cost to the Company of all perquisites and other personal benefits, which consists of payments for automobile leases, maintenance and insurance, and all other additional compensation, which consists of amounts contributed by the Company to the 401(k) plan and the dollar value of life insurance premiums paid by the Company. The 401(k) plan and life insurance benefits are available to our named executive officers on the same basis as other Company employees. The amounts in the table above for 2022 also reflect dividend equivalents accrued on unvested RSUs in connection with the special cash dividend declared in September 2022, which will only be paid if and when the underlying RSUs vest.


	Perquisites and Other Personal Benefits ^(a)	Additional All Other Compensation
Name	Perquisites and Other Personal Benefits ^(a)	401(k) Plan Contributions	Life Insurance Premiums
Mr. Armstrong	$25,290	$42,500	$2,727
Ms. Pickens	26,059	44,000	2,727

(a)

Consists of payments for automobile leases, maintenance and insurance.

Outstanding Equity Awards at December 31, 2023


	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested ⁽¹⁾	Market Value of Shares or Units of Stock That Have Not Vested ⁽²⁾
William H. Armstrong III	56,464	$1,629,551
Erin D. Pickens	13,084	377,604

(1)

Consists of RSUs awarded under our Profit Plan and our annual equity award program (which our executive officers ceased participating in effective for 2023). Unless the award is forfeited or vesting is accelerated because of a termination of employment, the RSUs held by the NEOs will vest and be paid out in an equivalent number of shares of our Common Stock as follows:


Name	RSUs		Vesting Date
Mr. Armstrong		6,250 9,376 5,997 7,500 27,341	March 15, 2024 50% on each of March 15, 2024 and 2025 March 11, 2024 33% on each of March 15, 2024, 2025 and 2026 50% on each of February 17, 2024 and 2025
Ms. Pickens		1,000 1,500 1,499 2,250 6,835	March 15, 2024 50% on each of March 15, 2024 and 2025 March 11, 2024 33% on each of March 15, 2024, 2025 and 2026 50% on each of February 17, 2024 and 2025

(2)	The market value of the awards as reflected in this table was based on the $28.86 closing market price per share of our Common Stock on December 29, 2023.

Equity Compensation Plan Information

The following table presents information as of December 31, 2023, regarding our incentive compensation plans under which common stock may be issued to employees and non-employees as compensation.

Plan Category

Number of
Securities
To be
Issued Upon
Exercise of
Outstanding
Options,
Warrants
and Rights
(a) (1)

Weighted-
Average
Exercise
Price of
Outstanding
Options,
Warrants
and Rights
(b)

Number of Securities
Remaining Available
for
Future Issuance Under
Equity Compensation
Plans
(Excluding Securities
Reflected in Column
(a)) (c) (2)

Equity compensation plans approved by security holders

161,837

⁽¹⁾

N/A

291,177

Equity compensation plans not approved by security holders

N/A

Total

161,837

⁽¹⁾

N/A

291,177

(1)	The number of securities to be issued upon the exercise of outstanding options, warrants and rights represents shares issuable upon the vesting of 161,837 RSUs. These awards are not reflected in column (b) as they do not have an exercise price.

(2)	Represents shares available for grant of new awards under the 2022 Stock Incentive Plan as of December 31, 2023, all of which may be issued pursuant to awards of stock options, SARs, restricted stock, RSUs or “other stock-based awards.”

Potential Payments upon Termination or Change in Control

Severance and Change of Control Agreements.

As of December 31, 2023, our named executive officers were each a party to severance and change of control agreement with the Company entered into effective April 1, 2022 and expiring March 31, 2025 (the “COC Agreements”), which are filed as exhibits to our Annual Report on Form 10-K. The COC Agreements entitle each executive to receive additional benefits in the event of the termination of his or her employment under certain circumstances.

Termination without Cause or with Good Reason.

Each agreement provides that if the executive officer’s employment is terminated by the Company without cause or by the executive with good reason, the executive will receive from the Company:

•

any accrued but unpaid salary and a pro-rata bonus for the year in which he or she was terminated;

•

a lump-sum cash payment equal to the sum of (a) the executive’s base salary in effect at the time of termination and (b) the average annual bonus awarded to the executive for the three fiscal years immediately preceding the termination date (excluding any payments for long-term incentives); and

•

continuation of insurance and welfare benefits until the earlier of (a) December 31 of the first calendar year following the calendar year of the termination or (b) the date the executive accepts new employment.

Termination after Change of Control as a Result of Death, Disability or Retirement.

Each COC Agreement provides that if, during the three-year period following a change of control, the executive’s employment with the Company or its successor is terminated as a result of death, disability or retirement, the executive or his or her legal representatives will receive from the Company or its successor any accrued but unpaid salary and a pro-rata bonus for the year in which he or she was terminated.

Termination after Change of Control for Cause or Voluntary Termination without Good Reason.

Each COC Agreement provides that if, following a change of control, the executive’s employment with the Company or its successor is terminated for cause (as defined below) or by the executive for other than good reason (as defined below), the executive will receive from the Company or its successor any accrued but unpaid salary.

Termination after Change of Control without Cause or with Good Reason.

Each COC Agreement provides that if, during the three-year period following a change of control, the Company or its successor terminates the executive without cause, or the executive voluntarily terminates his or her employment for good reason, the executive will receive from the Company or its successor:

•

any accrued but unpaid salary and a pro-rata bonus for the year in which he or she was terminated;

•

a lump-sum cash payment equal to 2.99 times the sum of (a) the executive’s base salary in effect at the time of termination and (b) the highest annual bonus awarded to the executive for the three fiscal years immediately preceding the termination date (excluding any payments for long-term incentives); and

•

If any part of the payments or benefits received by the executive in connection with a termination following a change of control constitutes an excess parachute payment under Section 4999 of the Internal Revenue Code, the executive will receive the greater of (1) the amount of such payments and benefits reduced so that none of the amount constitutes an excess parachute payment, net of income taxes, or (2) the amount of such payments and benefits, net of income taxes and net of excise taxes under Section 4999 of the Internal Revenue Code.

As a condition to receipt of these benefits, Mr. Armstrong and Ms. Pickens must retain in confidence all confidential information known to him or her concerning our business. Such obligations continue to apply after a change of control. Notwithstanding the timing of benefits noted above, in the event that Mr. Armstrong or Ms. Pickens are considered to be “specified employees” under Section 409A of the Internal Revenue Code at the time of their termination of employment, they may not receive certain severance benefits until the expiration of a six month period following their respective terminations of employment.

Equity-Based Awards – Impact of Termination of Employment or Change of Control.

Pursuant to the terms of our RSU agreements, the impact of a termination of employment on the awards differs based on the origin of the RSU grant, as follows:

•

For all RSUs, a termination of employment as a result of death, disability or retirement results in accelerated vesting of the executive officer’s outstanding RSUs.

•

For RSUs granted as a payout under our Profit Plan, LTIP or AIP, the termination of the recipient’s employment by the Company without cause or by the recipient for good reason will result in vesting of the RSUs, whether or not in connection with a change of control.

•

For RSUs granted as part of our annual equity award program (which our executive officers ceased participating in effective for 2023), a termination of employment by the Company without cause or by the recipient for good reason will only result in accelerated vesting of the RSUs if such termination occurs within two years following the change of control.

Profit Participation Incentive Plan and Long-Term Incentive Plan – Impact of Termination of Employment or Change of Control.

Pursuant to the terms of the Profit Plan and the LTIP, except as noted below, upon termination of employment prior to completion of a capital transaction with respect to an approved project or the grant of RSUs in connection with a valuation event for an approved project, an executive officer will forfeit his or her award relating to the approved project. However, if the termination is by the Company without cause or by the executive officer with good reason, then outstanding unvested awards will not be forfeited, and will remain outstanding and be paid out in accordance with the terms of the applicable plan; provided, that any payout owed due to a valuation event that otherwise would have been paid in RSUs instead will be made in a lump sum cash payment prior to March 15^th of the following year. This treatment applies both before and after a change of control.

The following table quantifies the potential payments to our NEOs that would be due or accelerated under the contracts, arrangements, plans and scenarios discussed above, assuming a December 31, 2023 termination date, and where applicable, using the closing price of our Common Stock of $28.86 (as reported on the NASDAQ on December 29, 2023). The table does not include amounts that may be payable under our 401(k) plan. All amounts below include certain estimates and assumptions that exist as of December 31, 2023. Actual amounts or benefits that could be payable to any NEO upon a termination of employment or a change of control cannot be known with certainty until the actual event occurs.

Potential Payments Upon Termination or Change in Control


Name	Lump Sum Severance Payment (1)		Long-Term Incentives (Unvested) (2)		Accrued Dividend Equivalents		Health and Life Benefits		Total (3)

William H. Armstrong III

• Death, Disability, or Retirement (4)		N/A		$1,629,551		$263,685		N/A		$1,893,233

• Termination without Cause (5)		$1,400,000		1,629,551		263,682	$	27,527		3,320,760

• Termination with Good Reason		1,400,000		962,135		155,688		27,527		2,545,350

• Change of Control		N/A		N/A		N/A		N/A		N/A

• Termination after Change of Control (without Cause or with Good Reason)		8,222,500		1,629,551		263,682		27,527		10,143,260

Erin D. Pickens

• Death, Disability, or Retirement (4)		N/A		377,604		61,102		N/A		438,706

• Termination without Cause (5)		620,000		377,604		61,102		27,527		1,086,233

• Termination with Good Reason		620,000		240,519		38,920		27,527		926,966

• Change of Control		N/A		N/A		N/A		N/A		N/A

• Termination after Change of Control (without Cause or with Good Reason)		2,691,000		377,604		61,102		27,527		3,157,233

(1)	Amounts reflected do not include accrued base salary or a pro-rata bonus for 2023, as these amounts would have been earned by the executive as of December 31, 2023, the assumed date of termination.

(2)	Amounts represent the value of the RSUs that would have vested for each NEO. In addition, under the Profit Plan and LTIP, upon a termination without Cause or with Good Reason, participation interests will remain outstanding and pay out pursuant to the terms of the Profit Plan.

(3)

Pursuant to the terms of the COC Agreements, the total payments may be subject to reduction if such payments result in the imposition of an excise tax under Section 280G of the Internal Revenue Code, but for purposes of this table we have not reflected any modifications that could occur as a result of Section 280G of the Internal Revenue Code.

(4)	Assumes for purposes of this table that the executive satisfies the applicable conditions for disability and retirement.

(5)

Reflects vesting acceleration for outstanding RSUs granted pursuant to the terms of the Profit Plan. Vesting of the RSUs previously granted to the executives under our annual long-term incentive program upon a termination without cause is at the discretion of the compensation committee, and we have assumed for purposes of the table that the compensation committee would vest the RSUs.

Definition of Cause.

For purposes of the COC agreements, “cause” generally means:

•

the executive’s failure to perform his or her duties with the Company or its successor following written demand;

•

the executive’s engagement in conduct that is injurious to the Company or its successor; or

•

the final conviction of the executive of a felony or the entering by the executive of a guilty plea or a plea of no contest to a felony.

For purposes of the RSU agreements, “cause” generally means:

•

the executive’s commission of an illegal act (other than traffic violations or misdemeanors punishable solely by the payment of a fine);

•

the executive’s engagement in dishonest or unethical conduct;

•

the executive’s commission of any fraud, theft, embezzlement, or misappropriation of funds;

•

the executive’s failure to carry out a directive of his or her superior; or

•

the breach by the executive of the terms of his or her engagement.

Definition of Change of Control.

For purposes of the COC agreements and the RSU agreements, a qualifying “change of control” will generally have occurred upon:

•

the acquisition by any person of beneficial ownership of 30% or more of the Company’s outstanding Common Stock;

•

our incumbent Board and individuals whose election or nomination to serve on our Board was approved by a majority of our Board and not related to a proxy contest ceasing for any reason to constitute at least a majority of our Board;

•

the consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Company; or

•

approval by the Company’s stockholders of a complete liquidation or dissolution of the Company.

Definition of Good Reason.

For purposes of the COC agreements, “good reason” generally means:

•

any failure of the Company or its successor to provide the executive with the position, duties and responsibilities at least commensurate with the most significant of those held, exercised and assigned prior to the change of control;

•

the assignment to the executive of any duties inconsistent with such executive’s position, duties or responsibilities;

•

the failure of the Company or its successor to comply with the terms of the agreement; or

•

the Company or its successor requiring the executive to be based at any office or location 35 miles or greater from the location at which such executive was based prior to the change of control.

Pay Versus Performance

We are providing the following information in the format required by the SEC regarding compensation for our CEO (also referred to as our principal executive officer or “PEO”) and our CFO, who are our only named executive officers, or NEOs, included in our Summary Compensation Table (or “SCT”) for fiscal years 2021, 2022 and 2023 along with our “total stockholder return” (or “TSR”) as defined by the SEC and our reported net income attributable to common stockholders for those years. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, refer to “Executive Officer Compensation—Compensation Discussion and Analysis” on page 29.


Year	Summary Compensation Table Total for PEO ⁽¹⁾		Compensation Actually Paid to PEO ⁽²⁾		Average Summary Compensation Table Total for Non-PEO- NEO ⁽³⁾		Average Compensation Actually Paid to Non-PEO- NEO ⁽⁴⁾		Value of Initial Fixed $100 Investment Based on Company Total Stockholder Return ⁽⁵⁾		Net Income (Loss) Attributable to Common Stockholders

2023		$1,386,781		$1,901,890		$697,721		$996,976		$131.32		$(14,807,000)

2022		7,548,069		4,582,260		1,489,190		1,079,053		87.77		90,426,000

2021		3,561,628		4,265,458		1,444,013		1,572,155		143.41		57,394,000

⁽¹⁾	For each fiscal year included in the table, William H. Armstrong III served as our PEO. The amounts in this column are equal to the amounts in the “total” compensation column in the SCT for the PEO for each applicable year.

⁽²⁾

The amounts reported in this column represent the amount of “compensation actually paid,” or “CAP,” to Mr. Armstrong as defined by and computed in accordance with Item 402(v) of Regulation S-K. In accordance with the rule, the adjustments reflected in the table below were made to Mr. Armstrong’s total compensation for each year reflected in the SCT to determine the CAP values. The assumptions used to calculate the equity award fair values did not materially differ from those disclosed as of the grant date of such equity awards.


				Adjust Value of Current Year’s Equity Award Grants					Adjust For Incremental *Increase/(Decrease)* in Value of All Other Outstanding Equity Award Grants
Year		SCT Total		*Subtract* Grant Date Fair Value as reported in SCT			*Add* Fair Value at 12/31		Unvested Awards as of 12/31			Vested Awards during Year		CAP

	2023		$1,386,781		$0			$0		$540,360			$(25,251)		$1,901,890

	2022		7,548,069		(4,311,015	)		1,986,581		(718,105	)		76,730		4,582,260

	2021		3,561,628		(998,011)			1,343,618		307,193			51,030		4,265,458

⁽³⁾	Our only other NEO (other than Mr. Armstrong) for each fiscal year included in the table was Erin D. Pickens, our CFO. The amounts in this column are equal to the amounts in the “total” compensation column in the SCT for Ms. Pickens for each applicable year.

⁽⁴⁾

The amounts reported in this column represent the amount of “compensation actually paid,” or “CAP,” to Ms. Pickens as defined by and computed in accordance with Item 402(v) of Regulation S-K. In accordance with the rule, the adjustments reflected in the table below were made to Ms. Pickens’ total compensation for each year reflected in the SCT to determine the CAP values. The assumptions used to calculate the equity award fair values did not materially differ from those disclosed as of the grant date of such equity awards.


				Adjust Value of Current Year’s Equity Award Grants					Adjust For Incremental *Increase/(Decrease)* in Value of All Other Outstanding Equity Award Grants
Year		SCT Total		*Subtract* Grant Date Fair Value as reported in SCT			*Add* Fair Value at 12/31		Unvested Awards as of 12/31			Vested Awards during Year		CAP

	2023		$697,721		$0			$0		$300,464			$(1,209)		$996,976

	2022		1,489,190		(546,145	)		255,650		(133,885	)		14,243		1,079,053

	2021		1,444,013		(204,200)			274,202		49,815			8,325		1,572,155

⁽⁵⁾

Reflects the cumulative total stockholder return on the Company’s Common Stock as measured by (i) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period, divided by (ii) the share price at the beginning of the measurement period. The “measurement period” is the period beginning at the “measurement point” established by the market close on the last trading day before the earliest fiscal year in the table, through and including the end of the fiscal year for which the TSR is being calculated. The closing price at the measurement point is converted into a fixed investment of $100 in the Company’s Common Stock, and for each year, the amount in the table is the value of such fixed investment based on the cumulative TSR as of the end of that year. The closing price per share of our common stock on the last trading day in 2020 was $25.50, in 2021 was $36.57, in 2022 was $19.29 and in 2023 was $28.86, and we paid a special cash dividend of $4.67 per share in 2022.

Relationship between Company Performance and Compensation Actually Paid

During 2022 and 2021, we generated record net income attributable to common stockholders, including from the sale of the mixed-use real estate property Block 21 in 2022, and the sales of multi-family properties The Santal and The Saint Mary in 2021, resulting in net income of $90.4 million in 20

SEC Form DEF 14A filed by Stratus Properties Inc.