COUSINS PROPERTIES REIT INC (CUZ)
Sector: Real Estate
2026 Annual Meeting Analysis
COUSINS PROPERTIES REIT INC · Meeting: April 28, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of nine nominees named in the proxy statement as Directors, each for a term of one year.
Cannada has served since 2016, meets all independence and attendance requirements, and Cousins' 3-year total return of +24.4% outperforms the peer group median by +10.1 percentage points — well below the 65-point threshold needed to trigger an against vote under the policy.
Chapman has served as independent non-executive Chair since 2015, meets all governance requirements, and the company's strong relative TSR performance versus both its peer group and the ^FNER — FTSE NAREIT All Equity REITs Index benchmark does not trigger the underperformance threshold.
Connolly serves as President and CEO and has been a director since 2019; as an executive director he is subject to the same TSR trigger as all other directors, but Cousins' +24.4% 3-year return outperforms both the peer group median and ^FNER — FTSE NAREIT All Equity REITs Index by wide margins, so no TSR trigger fires.
Fordham has served since 2019, all attendance requirements are met, and the company's positive 3-year TSR relative to both peers and the ^FNER — FTSE NAREIT All Equity REITs Index does not reach the level required to trigger an against vote.
Givens joined the board effective April 1, 2025 — less than 24 months before the 2026 annual meeting — and is therefore fully exempt from the TSR underperformance trigger under the policy's new-director exemption.
Griffin has served since 2019, there are no attendance, independence, or overboarding concerns, and the company's 3-year TSR outperformance versus its peers and the ^FNER — FTSE NAREIT All Equity REITs Index falls far short of the 65-point against-vote threshold.
Hyland has served since 2014 and chairs the Audit Committee with confirmed financial expertise; no overboarding, attendance, or TSR underperformance flags apply given the company's strong relative return.
Nelson has served since 2021, meets all independence and attendance standards, and the company's positive absolute 3-year TSR combined with outperformance versus both the peer group and the ^FNER — FTSE NAREIT All Equity REITs Index means no TSR trigger applies.
Stone has served since 2018, chairs the Nominating/Governance Committee, has no overboarding or attendance issues, and the company's 3-year TSR outperformance versus its peers and the ^FNER — FTSE NAREIT All Equity REITs Index does not approach the 65-point threshold required to trigger an against vote.
All nine director nominees receive a FOR vote. Cousins' 3-year price return of +24.4% outperforms the company-disclosed peer group median by approximately +10.1 percentage points and outperforms the ^FNER — FTSE NAREIT All Equity REITs Index by +13.9 percentage points, both far below the 65-point underperformance threshold that would be required to trigger against votes given the strong-positive absolute TSR tier. No nominee has overboarding, attendance, independence, or familial-relationship concerns. Susan Givens, who joined in April 2025, is exempt from the TSR trigger as a director of less than 24 months' standing.
Say on Pay
✓ FORCEO
M. Colin Connolly
Total Comp
$8,688,925
Prior Support
90.22%%
CEO total compensation of approximately $8.69 million is within a reasonable range for a REIT CEO at Cousins' roughly $3.7 billion market cap, and the pay structure is well-designed: 90% of CEO pay is at-risk or performance-based, with 60% of long-term equity awards tied to measurable multi-year performance conditions (relative total shareholder return versus the FTSE NAREIT Equity Office Index and cumulative FFO per share), leaving only 10% as fixed base salary. Pay-for-performance alignment is strong — Cousins achieved a 72nd percentile TSR ranking against its 2023 long-term incentive peer group (resulting in a ~189% payout on market stock units), delivered three consecutive years of FFO growth, and earned 143.6% of its annual cash incentive target based on objective, pre-disclosed financial and operational metrics. The prior say-on-pay vote received 90.2% support, well above the 70% threshold that would require additional scrutiny, and the company maintains a robust clawback policy, meaningful stock ownership guidelines, and a 24-month holding period on vested shares.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,174,495
Non-Audit Fees
$768,623
Non-audit fees of approximately $768,623 (combining tax compliance fees of $514,537 and other non-audit fees of $254,086) represent about 65% of audit and audit-related fees of $1,174,495, which exceeds the 50% threshold in the policy; however, a significant portion of these fees relate to non-recurring transactions such as registration statements, equity and debt offerings, and acquisitions — context that warrants a softer reading. Deloitte is a Big 4 firm appropriate for a company of Cousins' size, no material restatements are disclosed, and auditor tenure is not disclosed in the filing so the tenure trigger cannot fire under the policy. On balance, the non-audit ratio is elevated but primarily driven by identifiable one-time transaction-related work, and the policy instructs that a single large year driven by a one-time transaction may warrant a softer reading, so a FOR vote is appropriate while noting the ratio as a yellow flag to monitor in future years.
Overall Assessment
The 2026 Cousins Properties annual meeting presents a clean ballot: all nine director nominees receive FOR votes based on the company's solid 3-year TSR outperformance versus both its disclosed peer group and the ^FNER — FTSE NAREIT All Equity REITs Index, with no governance red flags among the slate. The Say on Pay and auditor ratification proposals both earn FOR votes — executive compensation is heavily performance-linked with strong shareholder alignment, and Deloitte's non-audit fee ratio, while slightly elevated, is substantially explained by identifiable one-time transaction costs.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing