COUSINS PROPERTIES INC — Proxy Solicitation & Information Statement 2024

Mar 14, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ý 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))
ý	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material Pursuant to §240.14a-12
Cousins Properties Incorporated
●
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
¨	Fee paid previously with preliminary materials.
¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

2024
and Notice of Annual Meeting of Stockholders

1 COUSINS 2024 PROXY STATEMENT

Dear Stockholders,

2023 was a productive and successful year for Cousins. We advanced our Sun Belt lifestyle office strategy

while maintaining a best-in-class balance sheet. Throughout the year, we saw an increase in leasing activity

and the Company had strong financial results. As Cousins marked its 65th year, we are well-positioned for

growth.

STRATEGY

At Cousins, we have a simple and compelling strategy - build the preeminent Sun Belt office REIT. Importantly, this

strategy benefits from two powerful long-term trends: 1) the migration to the Sun Belt and 2) the Flight to Quality. With

these tailwinds at our back, the Company is positioned to thrive during all phases of the economic cycle.

As we execute our strategy, we remain mindful of our four key operating principles. First, assemble the premier lifestyle

office portfolio in dynamic markets like Atlanta, Austin, Tampa, Charlotte, Phoenix, Dallas, and Nashville. Second, remain

disciplined about capital allocation while focusing on investment opportunities where Cousins has a competitive

advantage. Third, maintain a fortress balance sheet. Lastly, leverage our strong local operating platforms while taking an

entrepreneurial approach in our high-growth markets.

At Cousins, our priority is to drive long-term earnings growth while maintaining a strong balance sheet. We have pursued

that goal over the last 12 years by aggressively executing our intentional strategy.

Some of the highlights of 2023 included:

• Leased approximately 1.7 million square feet with a 5.8% cash rent roll-up, with new and expansion leases

accounting for 52% of overall leasing activity during the year.

• Weighted average In-Place Gross Rent for the year was $46.95 per square feet, which is a 25% increase over

2019.

• Advanced the development and construction of Domain 9 in Austin and Neuhoff, our mixed-use development in

Nashville, for a total of approximately 1.3 million square feet.

• Sold a 10.4-acre land parcel outside Atlanta for a gross sales price of $4.25 million and recorded a gain of

$507,000.

• Had multiple important leasing wins, including a full floor expansion of Apache's long-term headquarters lease at

BriarLake Plaza in Houston, a long-term lease with Deloitte for 95,000 square feet at Promenade Tower in

Atlanta, and a 100,000 square foot lease with Amazon at Domain 8.

Cousins is well-positioned for an eventual turn in the economic cycle. As we look across the Sun Belt, we continue to see

firsthand that our trophy, lifestyle office portfolio provides our customers with a superior experience. As the return to

work accelerates, our properties are set to outperform.

CORPORATE RESPONSIBILITY

Our corporate responsibility initiatives are at the foundation of what we do and how we operate our business. They are

rooted in a commitment to contributing positive economic, environmental, and social outcomes for our customers,

stockholders, employees, and the communities in which we live and work.

LETTER FROM OUR CEO

March 14, 2024

LETTER FROM OUR CEO 2

In 2023, we published our fifth Corporate Responsibility report. I am pleased we continued to make progress on our

sustainability goals, as we made our company more energy efficient this past year. As outlined in that report, our overall

strategy is to create and maintain a resilient portfolio of high-quality office buildings, while also minimizing operational

costs and the potential external impacts on the environment.

We also seek to make a positive social impact in our workplace and in our communities through philanthropy,

volunteerism, and promoting diversity and inclusion. Through a combination of financial support and lending our

expertise and time with industry and nonprofit organizations, we encourage good corporate citizenship. Throughout

2023, our employees were actively engaged in Company-wide initiatives that delivered value and positively impacted

the communities we serve, from volunteer initiatives to internship programs to career days, to name a few.

LOOKING AHEAD

As we enter into 2024, we are in an advantageous position. We are in the right Sun Belt markets. We own a trophy

lifestyle portfolio with modest near-term lease expirations. While the disruptions from the COVID-19 pandemic and the

impact of higher interest rates have been setbacks, our strategy has proved resilient. We have a fortress balance sheet

with minimal near-term debt maturities, and we have a well-covered dividend. Over the long term, Cousins is uniquely

well-positioned.

Thank you to our team and our dedicated Board of Directors, who serve our customers and our stockholders with their

strategic vision, skills, and experience. It is an honor to lead Cousins and I appreciate your guidance and confidence

throughout the years.

President and Chief Executive Officer

LETTER FROM OUR CEO

March 14, 2024

3 COUSINS 2024 PROXY STATEMENT

The 2024 Annual Meeting of Stockholders of Cousins Properties Incorporated will be held:

Date	Time	Location
Tuesday, April 23, 2024	12:00 PM Local Time	3344 Peachtree Road, Suite 1800 Atlanta, Georgia 30326

	Proposal	For More Information	Board Recommendation
Proposal 1	Election of nine nominees named in the proxy statement as Directors, each for a term of one year.	Page 24	For each nominee
Proposal 2	Consideration of an advisory vote to approve executive compensation.	Page 91	For approval
Proposal 3	Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024.	Page 92	For ratification

Stockholders of record of Cousins common stock (NYSE: CUZ) at the close of business on February 26, 2024 are entitled

to vote at the meeting and any postponements or adjournments of the meeting.

YOUR VOTE IS IMPORTANT

Please vote as promptly as possible by using any of the following methods:

●	●	●	●
SCAN	PHONE	MAIL	AT ANNUAL MEETING
You can scan this QR code to vote with your mobile phone. You will need the 16-digit number included in your proxy card, voter instruction form, or notice.	Call 1-800-690-6903 or the number on your voter instruction form. You will need the 16-digit number included in your proxy card, voter instruction form, or notice.	Send your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.	See next page regarding in- person attendance at the Meeting.

NOTICE OF 2024 ANNUAL MEETING

OF STOCKHOLDERS

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS 4

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 23, 2024:

The proxy statement and 2023 Annual Report are availabl e at www.proxyvote.com.

ATTENDANCE AT THE MEETING

To attend the meeting, you must be a stockholder on the record date. You will be able to attend the Annual Meeting as

well as vote during the meeting in person.

Participation in the meeting may be limited due to the physical capacity of the host location, in which case access to the

meeting will be accepted on a first come, first served basis. Physical entry to the meeting will begin at 11:30 a.m. local

time, and the meeting will begin promptly at 12:00 p.m. local time.

We encourage stockholder participation in our Annual Meeting, which we have designed to promote stockholder

engagement. Stockholders will be permitted to ask questions on the ballot items during the meeting and on other

subjects during a question and answer session that will begin at the conclusion of the meeting. Stockholders will be able

to review the Rules of Conduct for the meeting upon physical entry to the Annual Meeting.

By Order of the Board of Directors.

Pamela F. Roper

Corporate Secretary, Atlanta, Georgia

March 14, 2024

Cousins Properties Incorporated (3344 Peachtree Road NE, Suite 1800, Atlanta, Georgia 30326) is providing you with this proxy statement relating to its 2024 Annual Meeting of Stockholders. We began mailing a notice on March 14, 2024 containing instructions on how to access this proxy statement and our annual report online, and we also began mailing a full set of the proxy materials to stockholders who had previously requested delivery of the materials in paper copy. References to “the Company”, “Cousins” or “our” in this proxy statement refer to Cousins Properties Incorporated and, as applicable, its consolidated subsidiaries.

5 COUSINS 2024 PROXY STATEMENT

0 7 — 18	PROXY SUMMARY — GENERAL INFORMATION
24	PROPOSAL 1 - ELECTION OF DIRECTORS
	28	Meetings of the Board of Directors and Director Attendance at Annual Meetings
	28	Director Independence
	29	Board Leadership Structure
	29	Executive Sessions of Independent Directors
	30	Committees of the Board of Directors
	33	Corporate Governance
	34	Board’s Role in Risk Oversight
	36	Board’s Role in Corporate Strategy
	37	Majority Voting for Directors and Director Resignation Policy
	37	Selection of Nominees for Director
	39	Management Succession Planning
	39	Board Refreshment and Board Succession Planning
	39	Board and Committee Evaluation Process
	40	Hedging, Pledging, and Insider Trading Policy
	40	Stockholder Engagement and Outreach
	41	Sustainability & Corporate Responsibility
45	EXECUTIVE COMPENSATION
	45	Compensation Discussion & Analysis
	45	Executive Summary
	48	Compensation Practices
	50	Say-on-Pay Results
	50	Compensation Philosophy and Competitive Positioning
	50	Compensation Review Process
	51	Role of Management and Compensation Consultants
	52	Components of Compensation
		53	Base Salary
		53	Annual Incentive Cash Award
		60	Long-Term Incentive Equity Awards
		62	LTI Grant Practices
		65	Other Compensation Items
	67	Benefits and Perquisites
	67	Incentive-Based Compensation Recoupment or “Clawback” Policy
		68	Stock Ownership Guidelines and Stock Holding Period

	70	Severance Policy, Retirement, and Change in Control Agreements
	71	Tax Implications of Executive Compensation
	71	Assessment of Compensation-Related Risks
	72	Committee Report on Compensation
73	SUMMARY COMPENSATION TABLE FOR 2023
75	GRANT OF PLAN-BASED AWARDS IN 2023
77	OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
78	STOCK VESTED IN 2023
79	POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT, OR CHANGE IN CONTROL
83	PAY VS PERFORMANCE
86	CEO PAY RATIO
88	DIRECTOR COMPENSATION
	89	2023 Compensation of Directors
90	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
90	EQUITY COMPENSATION PLAN INFORMATION
91	PROPOSAL 2 ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
92	PROPOSAL 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	92	Summary of Fees to Independent Registered Public Accounting Firm
94	REPORT OF THE AUDIT COMMITTEE
95	CERTAIN TRANSACTIONS
95	SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
95	FINANCIAL STATEMENTS
96	STOCKHOLDERS PROPOSALS FOR 2025 ANNUAL MEETING OF STOCKHOLDERS
96	EXPENSES OF SOLICITATION
96	INFORMATION ABOUT VOTING AND THE MEETING
98	STOCK OWNERSHIP
100	APPENDIX A

TABLE OF CONTENTS

TABLE OF CONTENTS 6

BUSINESS HIGHLIGHTS

Cousins is a fully integrated, self-administered, and self-managed real estate investment trust, based in Atlanta, Georgia.

Founded in 1958 by Tom Cousins, we have extensive expertise in the development, acquisition, leasing, and property

management of Class A office towers.

When it comes to strategy, Cousins keeps it simple:

• assemble the premier portfolio of trophy, lifestyle office assets in high-growth Sun Belt markets,

• maintain a disciplined approach to capital allocation, while focusing on investment opportunities where Cousins

has a competitive advantage,

• maintain our fortress balance sheet, and

• leverage our strong local operating platforms, while taking an entrepreneurial approach in our high-growth

markets.

At the end of December 2023, Cousins managed a 19 million square foot trophy office portfolio primarily in the

high-growth markets of Atlanta, Austin, Tampa, Charlotte, P hoenix, Dallas, and Nashville.

•	Leased or renewed 1.7 million square feet of office space, including 882,000 square feet of new and expansion space
•	Grew in-place gross rents per square foot 4.6% year over year.
•	Maintained a simple and strong balance sheet, with $821 million of liquidity as of December 31, 2023.
•	Increased second generation net rent per square foot by 5.8% on a cash-basis.
•	Entered into a floating-to-fixed interest rate swap on $200 million of our $400 million Term Loan, fixing the underlying SOFR at 4.298% through the original maturity.
•	Refinanced the mortgage loan for our Medical Offices at Emory Hospital property in Atlanta, Georgia, which is owned in a 50-50 joint venture. This $83.0 million interest-only mortgage loan has a fixed interest rate of 4.80% and matures in June 2032.
•	Sold a 10.4 acre land parcel in Atlanta, Georgia, for a gross price of $4.25 million, recording a gain of $507,000.
•	Stable and experienced leadership team, with more than 20 years of average tenure in the real estate industry and 13 years at Cousins.

PROXY SUMMARY

This summary highlights 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.

7 COUSINS 2024 PROXY STATEMENT

COMPENSATION HIGHLIGHTS

The Compensation, Succession, Nominating & Governance Committee, as the predecessor to the Compensation &

Human Capital Committee (the “Compensation Committee”) approved the 2023 compensation arrangements for our

named executive officers (“NEOs”). Below are highlights of our 2023 compensation arrangements for our NEOs from the

Compensation Discussion & Analysis (the “CD&A”) section of this proxy statement:

• No Structural Changes to our Executive Compensation

• In 2023, total CEO target compensation was 88% “at risk” or “performance based” compensation. Only base

salary is a fixed amount. The other components are based on performance and/or stoc k pr ice.

• Long-term equity awards were granted to our NEOs using a mix of 42% market-conditioned restricted stock

units (“RSUs”), 18% performance-conditioned RSUs, and 40% time-vested restricted stock. The market-

conditioned RSUs (“Market RSUs”) are earned only upon meeting market performance goals relating to total

stockholder return (relative to a peer group comprised of the members of the FTSE Nareit Equity Office Index)

(“TSR”), and the performance-conditioned RSUs (“Performance RSUs”) are earned only upon meeting Company

performance goals relating to aggregate Funds From Operations (“FFO”) each over a three-year period from

2023 through 2025. The time-vested restricted stock vests ratably over a three-year service requirement, and

the Market RSUs and Performance RSUs cliff vest only if the performance conditions and service requirement

are satisfied.

• The Compensation Committee, at its February 2023 meeting, discussed potential performance goals for the

2023 annual incentive cash award, including the components and relative weighting. As part of this review and

discussion, the Compensation Committee considered the Company’s financial and non-financial initiatives and

objectives. The Compensation Committee also included non-financial corporate responsibility metrics within

our annual incentive goals, with four separate goals covering environmental indicators (building certifications

and third-party assessments), social indicators (healthy company culture, as indicated by third-party

assessments), and governance indicators (third-party assessments). In aggregate, these goals represented 10%

of the 2023 annual incentive compensation goals.

PROXY SUMMARY 8

At risk:

88%

9 COUSINS 2024 PROXY STATEMENT

CORPORATE RESPONSIBILITY HIGHLIGHTS

Since 1958, Cousins has recognized that a commitment to thoughtful and responsible operations, with a sustainable model that values corporate social responsibility, creates meaningful value for all stakeholders. In 2023, we issued our fifth Corporate Responsibility report. Our Corporate Responsibility initiatives are at the foundation of what we do and how we operate our business. Cousins is committed to developing and acquiring high-quality, lifestyle assets, operating them responsibly, and seizing innovative improvements wherever possible.

●	●	●	●
40	94%	38	25
LEED ® Certified Buildings	ENERGY STAR Certification	BOMA 360 Certified Buildings	Fitwel ® Certified Buildings

CONTINUED PURSUIT OF HEALTHY BUILDINGS CERTIFICATIONS • In 2023, 10 of the Company’s buildings were awarded Fitwel® certifications, two (Spring & 8th in Atlanta, GA and 100 Mill in Tempe, AZ) of which earned the first two-star designation in the portfolio, bringing our portfolio total to 25 certifications, representing 42% of our portfolio (by number of buildings). Fitwel uses scorecards that include more than 55 evidence-based design and operational strategies to enhance buildings by addressing a broad range of health behaviors and risks, including impact on surrounding community health, increasing physical activity, promotion of occupant safety, and instilling feelings of well-being. • These certifications were in addition to the Fitwel Viral Response Module (“VRM”) certifications. At the end of 2023, buildings representing 91% of our Fitwel VRM eligible square footage, maintained this certification, based on a multi-faceted approach to mitigate the spread of contagious disease.

PROXY SUMMARY 10

We are also committed to fostering an inclusive culture that embraces diversity. We prioritize having a workforce that

reflects the diversity of qualified talent in the markets in which we operate.

KEY DIVERSITY HIGHLIGHTS

33% Female	Gender and Racially Diverse Board of Directors	33% of our Board are women, including the Chair of our Audit Committee. In addition, minorities represent 11% of our Board.
33% Female	Gender Diverse Executive Management Team	We have many women in key leadership roles, including the EVP & General Counsel and the EVP & Chief Investment Office. 33% of our executive management team are women.
44% Female	Gender Diverse Supervisors	As of December 31, 2023, 44% of the supervisors at the Company were women.
5+ Years of Tenure	Long Average Employee Tenure	As of December 31, 2023, the average tenure for all 305 employees was more than five years, and the average tenure of the executive team was 13 years.
39% Female	Gender Diverse Workforce	As of December 31, 2023, women represented 39% of our workforce.
44% Minority	Racially Diverse Workforce	As of December 31, 2023, minorities represented 44% of our workforce. In addition, 25% of our supervisors self-identify as a minority.

DIVERSITY
Officer Promotions
With respect to the officer promotions which occurred over the past three years, 22% of the individuals receiving those promotions were minorities and 56% were women.
Cousins Scholars
The program introduces students from an Atlanta high school (which is predominately comprised of under- represented minority students) to the commercial real estate industry, and it is a complement to our traditional efforts of intern hiring. In 2023, the program concluded its third year welcoming two interns, and we again conducted a “Cousins Day,” a day- long program to introduce high school seniors to Cousins and the commercial real estate industry.

11 COUSINS 2024 PROXY STATEMENT

EMPLOYEE ENGAGEMENT
●
2023 Top Workplaces Winner
By the Atlanta Journal-Constitution and Top Workplaces USA. In 2023, we were recognized for excellence in the following areas: employee appreciation, leadership, innovation, purpose and values, compensation and benefits, employee well- being, professional development, and work-life flexibility.
Training
Extensive training, including 1,590 hours of online safety and human resource training courses for our building engineers.
Culture Club
Includes employees from all divisions of our corporate headquarters with a focus on work-day events to encourage engagement and belonging throughout the Company.
PHILANTHROPY
Community Contributions
Community involvement is one of Cousins’ core values. In 2023, Cousins focused its philanthropy around five areas: diversity in real estate, education, affordable housing, community spaces, and parks.
CuzWeCare Week
In 2023, Cousins continued its CuzWeCare Week, a philanthropic program supporting in-person volunteer activities and community involvement among our employees. Teams across the company supported over 8 non-profit organizations with a day of volunteerism and raised $61,000 in financial support.

PROXY SUMMARY 12

GOVERNANCE HIGHLIGHTS

We also recognize the importance of best in class governance practices. Below are some highlights of our practices:

●	Diverse Board of Directors and commitment to diversity	FOR MORE INFORMATION — Pages 11 and 43
●	Independent Chair of the Board	Page 28
●	Annual election of all Directors	Page 16
●	Majority voting standard for Director elections	Page 37
●	No shareholder rights plan or “poison pill”	Page 34
●	Compensation clawback policy	Page 67
●	Policy against tax “gross-ups” for executives	Page 71
●	Robust share ownership requirements	Page 68
●	Holding periods for executive and director stock awards	Page 68
●	Cap on incentive award payouts	Page 57
●	Year-round shareholder engagement	Page 40
●	Anti-hedging and anti-pledging policies	Page 40

13 COUSINS 2024 PROXY STATEMENT

Robust Annual Board Evaluation	Hiring Policies	Vendor Code of Conduct	Corporate Governance Guidelines
	Diversity is valued in all hiring, with our external director and officer recruiters expected to provide a diverse panel of strong candidates.
The Board engaged in a robust self-evaluation in 2023.
		Cousins has a Vendor Code of Conduct, which is aligned with our Company’s Code of Business Conduct and Ethics.	Stock Holding: Directors are required to have 5x annual cash retainer. Gender Neutrality: Governance documents use gender neutral language.
●	●	●	●
Comprehensive Mandatory Training	Comprehensive mandatory training includes the following topics: antitrust, fair dealing, record keeping, diversity, respectful workplace, health and safety, asset protection, confidential information, and data privacy. All employees participate in annual training on Cousins’ Code of Conduct, Entertainment and Gifts, and Anti-Harassment Policies, along with more frequent training on cybersecurity.
●

PROXY SUMMARY 14

2024 ANNUAL MEETING INFORMATION

Date and Time	Location
APRIL 23, 2024	IN PERSON
12:00 P.M.	3344 PEACHTREE ROAD, SUITE 1800
LOCAL TIME	ATLANTA, GEORGIA 30326
Record Date	Voting
February 26,	Holders of our common stock are entitled to one vote per share.
2024

VOTING MATTERS AND BOARD RECOMMENDATIONS

	Proposal	For More Information	Board Recommendation
Proposal 1	Election of nine nominees named in the proxy statement as Directors, each for a term of one year.	Page 24	For each nominee
Proposal 2	Consideration of an advisory vote to approve executive compensation.	Page 91	For approval
Proposal 3	Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024.	Page 92	For ratification

15 COUSINS 2024 PROXY STATEMENT

ELECTION OF DIRECTORS

The Board of Directors (the “Board”) of Cousins Properties Incorporated (“we,” “our,” “us,” the “Company,” or

“Cousins”) is asking you to elect nine directors (the “Directors”). The table below provides summary information about

the nine Director nominees. All of the nominees currently serve on the Board. Our Bylaws provide for majority voting in

uncontested Director elections. Therefore, a nominee will only be elected if the number of votes cast for the nominee’s

election is greater than the number of votes cast against that nominee.

For more information about the nominees, including information about the qualifications, attributes, and skills of the

nominees, see page 24.

	Name	Age	Director Since	Primary Occupation	Board Committees — Audit	Compensation & Human Capital	Nominating/ Governance	Sustainability	Executive
●
	Charles T. Cannada	65	2016	Private Investor	●	●
●
	Robert M. Chapman	70	2015	Chair of the Board of Cousins; Chief Executive Officer of CenterPoint Properties Trust					●
●	M. Colin Connolly	47	2019	President and Chief Executive Officer of Cousins				●	●
●
	Scott W. Fordham	56	2019	Former Chief Executive Officer of TIER REIT, Inc.	●			●
●
	Lillian C. Giornelli	63	1999	Chairman, Chief Executive Officer and Trustee of The Cousins Foundation, Inc.	●		●
●
	R. Kent Griffin Jr.	54	2019	Managing Director of PHICAS Investors		●	●		●
●
	Donna W. Hyland	63	2014	President and Chief Executive Officer of Children’s Healthcare of Atlanta	●	●			●
●
	Dionne Nelson	52	2021	Chief Executive Officer of Laurel Street	●			●
●
	R. Dary Stone	70	2018	President and Chief Executive Officer of R.D. Stone Interests			●	●

= Committee member

= Committee Chair *If re-elected, Mr. Fordham’s membership on the Audit Committee would commence on June 20, 2024.

PROXY SUMMARY 16

*

ADDITIONAL PROPOSALS

SAY-ON-PAY RESULTS

At our 2023 annual meeting, stockholders approved our say-on-pay vote with approval by 86.2% of votes cast.

For more information, see page 50.

APPROVE EXECUTIVE COMPENSATION

The Board is asking you to approve executive compensation for our NEOs for 2023 on an advisory basis. Pay that reflects

performance and alignment of pay with the long-term interests of our stockholders are key principles that underlie our

compensation program. Stockholders have the opportunity to vote, on an advisory basis, on the compensation of our

executive officers. This agenda item is often referred to as a say-on-pay, and it provides you the opportunity to cast a

vote with respect to our 2023 executive compensation programs and policies and the compensation paid to the NEOs

as disclosed in this proxy statement.

For more information, see page 91.

RATIFY THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board is asking you to ratify the selection of Deloitte & Touche LLP (“Deloitte”) as our independent registered

public accounting firm for the year ending December 31, 2024.

For more information, see page 92.

17 COUSINS 2024 PROXY STATEMENT

WHY IS THIS PROXY STATEMENT BEING MADE AVAILABLE?

Our Board of Directors has made this proxy statement available to you because you owned shares of our common stock

at the close of business on February 26, 2024, and our Board of Directors is soliciting your proxy to vote your shares at

the Annual Meeting. This proxy statement describes issues on which we would like you to vote at our Annual Meeting. It

also gives you information on these issues so that you can make an informed decision, in accordance with the rules of the

Securities and Exchange Commission (“SEC”), and is designed to assist you in voting.

WHAT IS A PROXY?

A proxy enables a shareholder to vote without physically attending the meeting. Technically, it is your legal designation

of another person to vote the stock you own. That other person is called a proxy. The written document in which you

designate that person is called a proxy or a proxy card. Two of our Directors have been designated as proxies for the

2024 Annual Meeting of Stockholders. These Directors are M. Colin Connolly and Robert M. Chapman.

WHY DID I RECEIVE A NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS IN THE MAIL

INSTEAD OF A PRINTED SET OF PROXY MATERIALS?

Pursuant to rules adopted by the SEC, we are permitted to furnish our proxy materials over the internet to our

stockholders by delivering a Notice of Internet Availability of Proxy Materials in the mail. The Notice of Internet

Availability of Proxy Materials instructs you on how to access and review the proxy statement and 2023 Annual Report to

Stockholders over the internet. The Notice of Internet Availability of Proxy Materials also instructs you on how you may

submit your proxy over the internet at www.proxyvote.com. We believe that this e-proxy process expedites shareholders’

receipt of proxy materials, while also lowering our costs and reducing the environmental impact of our annual meeting.

We have used this e-proxy process to furnish proxy materials to certain of our stockholders over the internet.

If you received a Notice of Internet Availability of Proxy Materials in the mail and would like to receive a printed copy of

our proxy materials, you should follow the instructions for requesting these materials provided in the Notice of Internet

Availability of Proxy Materials.

If you received a paper copy of this proxy statement by mail and you wish to receive a notice of availability of next year’s

proxy statement electronically via e-mail, you can elect to receive an e-mail message that will provide a link to these

documents. By opting to receive the notice of availability and accessing your proxy materials online, you will save the

Company the cost of producing and mailing documents to you, reduce the amount of mail you receive, and help

preserve environmental resources. To sign up for electronic delivery, please follow the instructions on the Notice of

Internet Availability of Proxy Materials, using the Internet and, when prompted, indicate that you agree to receive or

access materials electronically in future years.

WHO IS ENTITLED TO VOTE?

Holders of our common stock at the close of business on

February 26, 2024 are entitled to receive notice of the meeting

and to vote at the meeting and any postponements or

adjournments of the meeting. February 26, 2024 is referred to

as the record date.

TO HOW MANY VOTES IS EACH SHARE OF COMMON

STOCK ENTITLED?

Holders of our common stock are entitled to one vote per share.

GENERAL INFORMATION

GENERAL INFORMATION 18

WHAT IS THE DIFFERENCE BETWEEN A STOCKHOLDER OF RECORD AND A STOCKHOLDER

WHO HOLDS COMMON STOCK IN “STREET NAME? ”

If your shares of common stock are registered in your name, you are a stockholder of record. If your shares are in the

name of your broker or bank, your shares are held in “street name.”

HOW DO I VOTE?

Common stockholders of record may vote:

• via the Proxy Vote Mobile App, which is available for download through the Apple App Store or Google Play

Store;

• over the internet at www.proxyvote.com, as noted in the Notice of Internet Availability of Proxy Materials or your

proxy card (if you received a proxy card);

• by telephone at 1-800-690-6903, as shown on your proxy card (if you received a proxy card);

• by signing and dating your proxy card (if you received a proxy card) and mailing it in the postage-paid and

addressed envelope enclosed therewith to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY

11717; or

• by attending the Annual Meeting and voting in person.

If you have internet access, we encourage you to vote via the internet. It is convenient, more environmentally friendly,

and saves us significant postage and processing costs. In addition, when you vote by proxy via the internet or by phone

prior to the meeting date, your proxy vote is recorded immediately and there is no risk that postal delays will cause your

proxy vote to arrive late and, therefore, not be counted.

If you hold your shares of common stock through a broker or bank, please refer to the instructions they provide

regarding how to vote your shares or to revoke your voting instructions. The availability of telephone and internet voting

depends on the process of the broker, bank, or other nominee. Street name holders may vote in person only if they have

a legal proxy to vote their shares as described above (see "What is a Proxy").

If voting by mobile app, internet, telephone or mail, your vote must be received not later than April 22, 2024.

WHAT IF I CHANGE MY MIND AFTER I RETURN MY PROXY?

You may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. You may do

this by:

• sending written notice of revocation to our Corporate Secretary at 3344 Peachtree Road NE, Suite 1800, Atlanta,

Georgia 30326-4802;

• submitting a subsequent proxy via mobile app, internet, or telephone or executing a new proxy card with a later

date; or

• voting in person at the Annual Meeting.

Written notice of revocation or submission of a subsequent proxy must be received not later than April 22, 2024 to be

valid. Attendance at the meeting will not by itself revoke a proxy; revocation of a proxy during attendance at the Annual

Meeting must occur prior to the close of balloting.

19 COUSINS 2024 PROXY STATEMENT

ON WHAT ITEMS AM I VOTING?

You are being asked to vote on three items:

• to elect nine Directors nominated by the Board of Directors;

• to approve, on an advisory basis, the compensation of the Named Executive Officers as disclosed in this proxy

statement; and

• to ratify the appointment of Deloitte as our independent registered public accounting firm for the year ending

December 31, 2024.

No cumulative voting rights are authorized, and dissenters’ rights are not applicable to these matters.

HOW MAY I VOTE FOR THE NOMINEES FOR ELECTION OF DIRECTORS, AND HOW MANY VOTES MUST

THE NOMINEES RECEIVE TO BE ELECTED?

With respect to the election of Directors, you may:

• vote FOR the nine nominees for Director;

• vote AGAINST the nine nominees for Director;

• vote FOR certain of the nominees for Director and vote AGAINST the remaining nominees; or

• ABSTAIN from voting on one or more of the nominees for Director.

Our Bylaws provide for majority voting in uncontested Director elections. Under the majority voting standard, Directors

are elected by a majority of the votes cast, which means that the number of shares voted for a Director must exceed the

number of shares voted against that Director. Abstentions are not considered votes cast for or against the nominee

under a majority voting standard, and abstentions and broker non-votes will have no effect on the outcome of the vote.

WHAT HAPPENS IF A NOMINEE IS UNABLE TO STAND FOR ELECTION?

If a nominee is unable to stand for election, the Board may, by resolution, provide for a lesser number of Directors or

designate a substitute nominee. If the Board designates a substitute nominee, shares represented by proxies voted for

the nominee unable to stand for election will be voted for the substitute nominee. In no event may proxies be voted for

more than nine Directors at the Annual Meeting.

HOW MAY I VOTE ON THE PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION

OF THE NAMED EXECUTIVE OFFICERS FOR 2023 AS DISCLOSED IN THIS PROXY STATEMENT, AND

HOW MANY VOTES MUST THE PROPOSAL RECEIVE TO PASS?

With respect to this proposal, you may:

• vote FOR the proposal;

• vote AGAINST the proposal; or

• ABSTAIN from voting on the proposal.

The proposal is approved if the votes cast favoring the proposal exceed the votes cast opposing the proposal.

Abstentions and broker non-votes will have no effect on the outcome of the vote.

GENERAL INFORMATION 20

HOW MAY I VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024, AND HOW MANY VOTES MUST THE PROPOSAL

RECEIVE TO PASS?

With respect to the proposal to ratify the independent registered public accounting firm, you may:

• vote FOR the proposal;

• vote AGAINST the proposal; or

• ABSTAIN from voting on the proposal.

The proposal is approved if the votes cast favoring the proposal exceed the votes cast opposing the proposal.

Abstentions and broker non-votes will have no effect on the outcome of the vote.

HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE?

The Board recommends a vote:

• FOR the nine Director nominees;

• FOR the approval, on an advisory basis, of executive compensation; and

• FOR the ratification of the appointment of the independent registered public accounting firm for 2024.

WHAT HAPPENS IF I SIGN AND RETURN MY PROXY CARD BUT DO NOT PROVIDE VOTING

INSTRUCTIONS?

If you return a signed proxy card but do not provide voting instructions, your shares of common stock will be voted:

• FOR the nine Director nominees;

• FOR the approval, on an advisory basis, of executive compensation; and

• FOR the ratification of the appointment of the independent registered public accounting firm for 2024.

I HAVE RECEIVED MY PROXY CARD, BUT I HAVE NOT YET VOTED. WILL I BE ALLOWED TO ATTEND

THE ANNUAL MEETING?

Yes. All shareholders as of the Record Date may attend the Annual Meeting. Please bring two (2) valid forms of

identification and your proxy card when attending. In addition to registering for the meeting, beneficial holders that wish

to vote at the meeting must obtain a legal proxy from their bank, broker, or other nominee prior to the meeting. You will

need to have an electronic image (such as a PDF file or scan) of the legal proxy with you if you are voting at the meeting.

21 COUSINS 2024 PROXY STATEMENT

WILL MY SHARES BE VOTED IF I DO NOT SIGN AND RETURN MY PROXY CARD, VOTE BY PHONE OR

VOTE OVER THE INTERNET?

If you are a common stockholder and you do not sign and return your proxy card, vote by phone, vote over the internet,

or attend the Annual Meeting and vote in person, your shares will not be voted and will not count in deciding the

matters presented for stockholder consideration in this proxy statement.

If your shares of common stock are held in “street name” through a broker or bank and you do not provide voting

instructions before the Annual Meeting, your broker or bank may vote your shares on your behalf under certain limited

circumstances, in accordance with New York Stock Exchange (“NYSE”) rules that govern the banks and brokers. These

circumstances include voting your shares on “routine matters,” including the ratification of the appointment of our

independent registered public accounting firm described in this proxy statement. Therefore, with respect to this

proposal, if you do not vote your shares, your bank or broker may vote your shares on your behalf or leave your shares

unvoted.

The remaining proposals — the election of Directors and the advisory vote on executive compensation — are not

considered routine matters under NYSE rules relating to voting by banks and brokers. When a proposal is not a routine

matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect

to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a “broker non-vote.” Broker

non-votes that are represented at the Annual Meeting will be counted for purposes of establishing a quorum, but not for

determining the number of shares voted for or against the non-routine matter.

We encourage you to provide instructions to your bank or brokerage firm by voting your proxy. This action ensures your

shares will be voted at the meeting in accordance with your wishes.

HOW MANY VOTES DO YOU NEED TO HOLD THE ANNUAL MEETING?

Shares of our common stock are counted as present at the Annual Meeting if the stockholder either attends in person at

the Annual Meeting or properly submitted a proxy. As of the record date, 152,074,726 shares of our common stock were

outstanding and are entitled to vote at the Annual Meeting. Holders of a majority of the outstanding shares entitled to

vote as of the record date, as to each proposal, must be represented at the Annual Meeting either by attending in

person or by proxy in order to hold the Annual Meeting and conduct business. This is called a quorum. Abstentions and

broker non-votes will be counted for purposes of establishing a quorum at the meeting.

IF I SHARE MY RESIDENCE WITH ANOTHER STOCKHOLDER, HOW MANY COPIES OF THE NOTICE OF

INTERNET AVAILABILITY OF PROXY MATERIALS OR OF THE PRINTED PROXY MATERIALS WILL I

RECEIVE?

In accordance with SEC rules, we are sending only a single Notice of Internet Availability of Proxy Materials or set of the

printed proxy materials to any household at which two or more stockholders reside if they share the same last name or

we reasonably believe they are members of the same family, unless we have received instructions to the contrary from

any stockholder at that address. This practice, known as “householding,” reduces the volume of duplicate information

received at your household and helps us reduce costs.

Each stockholder subject to householding that requests printed proxy materials will receive a separate proxy card or

voting instruction card. We will deliver promptly, upon written request, a separate copy of the annual report or proxy

statement, as applicable, to a stockholder at a shared address to which a single copy of the document was previously

delivered. If you received a single set of these documents for this year, but you would prefer to receive your own copy,

you may direct requests for separate copies to our Transfer Agent through their Shareholder Central portal at

www.equiniti.com or at the following address: EQ, Attn: Shareholder Services, 55 Challenger Rd Suite 2008, 2nd Floor,

GENERAL INFORMATION 22

Ridgefield Park, New Jersey 07660, or you may call (800) 937-5449 (within the U.S.) or (718) 921-8124 (outside of the

U.S.) or email HelpAST@equiniti.com .

If you are a stockholder who receives multiple copies of our proxy materials, you may request householding by

contacting us in the same manner and requesting a householding consent form.

WHAT IF I CONSENT TO HAVE ONE SET OF MATERIALS MAILED NOW BUT CHANGE MY MIND LATER?

You may withdraw your householding consent at any time by contacting our Transfer Agent at the address, telephone

number, and/or email address provided above. We will begin sending separate copies of stockholder communications to

you within 30 days of receipt of your instruction.

THE REASON I RECEIVE MULTIPLE SETS OF MATERIALS IS BECAUSE SOME OF THE SHARES BELONG

TO MY CHILDREN. WHAT HAPPENS IF THEY MOVE OUT AND NO LONGER LIVE IN MY HOUSEHOLD?

When we receive notice of an address change for one of the members of the household, we will begin sending separate

copies of stockholder communications directly to the stockholder at his or her new address. You may notify us of a

change of address by contacting our Transfer Agent at the address, telephone number, and/or email address provided

above.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 23, 2024:

The proxy statement and annual report on Form 10-K for the year ended December 31, 2023 are available at

www.proxyvote.com. As permitted by SEC rules, to save money and help conserve natural resources, we are making

this proxy statement and our 2023 Annual Report, including a copy of our annual report on Form 10-K and financial

statements for the year ended December 31, 2023, available to our stockholders electronically via the Internet instead

of mailing them. On or about March 14, 2024, we began mailing to many of our stockholders a Notice of Internet

Availability of Proxy Materials (“Notice”) containing instructions on how to access this proxy statement and our annual

report online, as well as instructions on how to vote. Also on or about March 14, 2024, we began mailing printed

copies of these proxy materials to stockholders that have requested printed copies. If you received a Notice by mail,

you will not receive a printed copy of the proxy materials in the mail unless you request a copy. If you would like to

receive a printed copy of our proxy materials, you should follow the instructions for requesting the materials included

in the Notice.

23 COUSINS 2024 PROXY STATEMENT

The Board has nominated the nine individuals named below for election at the Annual Meeting. Our

Directors are elected annually to serve until the next Annual Meeting of Stockholders and until their

respective successors are elected.

Our longstanding practice has been to conduct annual elections of directors, with each director being elected for only

one-year terms. Each of the Director nominees are currently members of the Board and were elected by the stockholders

at the Annual Meeting in 2023. Each Director nominee has consented to serve as a Director if so elected at the Annual

Meeting.

Biographical information about our nominees for Director, including business experience for at least the past five years,

age, year he or she began serving as our Director, and other public companies for which he or she has served on the

board of directors for at least the past five years is provided below. In addition, the experience, qualifications, attributes,

and skills considered by our Nominating & Governance Committee (“Nominating Committee”) and the Board in

determining to nominate the Director are provided below.

☑
Nominee	Information About Nominee
	Charles T. Cannada
●	Private investor and advisor with extensive background in the telecommunications industry. From 1989 to 2000, held various executive management positions at MCI (previously WorldCom and earlier LDDS Communications), including Chief Financial Officer from 1989 to 1994 and Senior Vice President in charge of Corporate Development and International Ventures and Alliances from 1995 to 2000. Chairman of the Board of Nanoventions, Inc. (a microstructure technology company) and Director for First Commercial Bank Inc. (Chairman of the Audit Committee and a member of the Investment/Asset Liability Management Committee). Trustee (and member of the Executive Committee) of Belhaven University. Member of the Audit and Investment Committees of the University of Mississippi’s Foundation Board. From 2010 until the merger of the Company with Parkway Properties, Inc. (“Parkway”) (formerly traded on the NYSE as “PKY”), Director of Parkway, and Chairman of the Board from December 2011 to December 2013. In deciding to nominate Mr. Cannada, the Nominating Committee and the Board considered his extensive experience in the areas of accounting, finance, mergers and acquisitions, capital markets, and governance of public companies has equipped him with distinct skills that are beneficial to the Company. As a successful entrepreneur and a board member in several non-public entities, he also brings a non-real estate perspective to the management and strategic planning areas of the Company.
• Director Since 2016 • Independent Director • Compensation Committee • Audit Committee ◦ Financial Expert • Age 65
	There are no family relationships among our Directors or executive officers.

PROPOSAL 1 - ELECTION OF DIRECTORS

PROPOSAL 1 – ELECTION OF DIRECTORS 24

Nominee	Information About Nominee
	Robert M. Chapman
●	Since 2013, Chief Executive Officer of CenterPoint Properties Trust, a company focused on the development, acquisition, and management of industrial property and transportation infrastructure. From August 1997 to November 2009, served in various positions with Duke Realty Corporation, including Chief Operating Officer from August 2007 to November 2009. From 1992 to 1997, served as Senior Vice President of RREEF Management Company. Since 2012, advisor to First Century Energy Holdings, Inc., and Director of Rock-Tenn Company from 2007 to 2015. In deciding to nominate Mr. Chapman, the Nominating Committee and the Board considered his broad managerial experience in real estate acquisitions and development, along with his track record of sound judgment and achievement, as demonstrated by his leadership positions as chief executive officer of a real estate company. In addition, his prior service as a director of another public company provides him perspective and broad experience on governance issues facing public companies.
• Director Since 2015 • Independent Director • Chair of the Board • Chair of Executive Committee • Age 70
	M. Colin Connolly
●	Since January 2019, President and Chief Executive Officer of Cousins. From July 2017 to December 2018, President and Chief Operating Officer of Cousins. From July 2016 to July 2017, Executive Vice President and Chief Operating Officer of Cousins. From December 2015 to July 2016, Executive Vice President and Chief Investment Officer of Cousins. From May 2013 to December 2015, Senior Vice President and Chief Investment Officer of Cousins. In deciding to nominate Mr. Connolly, the Nominating Committee and the Board considered his position as our President and Chief Executive Officer, his experience in real estate investment and capital markets, and his track record of achievement and leadership as demonstrated during a more than 20-year career in the real estate industry.
• Director Since 2019 • President and CEO of Cousins • Sustainability Committee • Executive Committee • Age 47
	Scott W. Fordham
●	Private investor with extensive background in the real estate industry. From 2014 until its merger with the Company, Chief Executive Officer and director for TIER. From 2013 to 2018, President of TIER. From 2008 to 2013, various roles within TIER’s predecessor company. Prior to joining TIER, various executive positions with real estate companies, including Prentiss Properties Trust and its successor, Brandywine Realty Trust, along with Apartment Investment and Management Company. In deciding to nominate Mr. Fordham, the Nominating Committee and the Board considered his over 25 years of experience in real estate investment and capital markets, including his demonstrated track record of sound judgment and achievement through his service as a chief executive officer of a publicly-traded REIT, along with his broad experience in the areas of accounting, finance, capital markets, and real estate operations. In addition, his prior service as director of publicly-traded real estate companies provides him perspective and broad experience on issues facing public companies.
• Director Since 2019 • Independent Director • Chair of Sustainability Committee • Audit Committee ◦ Financial Expert (as of June 20, 2024) • Age 56
	There are no family relationships among our Directors or executive officers.

PROPOSAL 1 – ELECTION OF DIRECTORS

25 COUSINS 2024 PROXY STATEMENT

Nominee	Information About Nominee
	Lillian C. Giornelli
●	Chairman and Chief Executive Officer of The Cousins Foundation, Inc. since 2000, and Trustee of The Cousins Foundation, Inc. since 1990, and current member of its Audit Committee. Since 2002, President and Director of CF Foundation, and member of its Audit Committee. President and Trustee of Nonami Foundation since 2006. Trustee of East Lake Foundation, Inc. In addition, Ms. Giornelli serves as a Trustee and member of the Investment Committee of the J.M. Tull Foundation. In deciding to nominate Ms. Giornelli, the Nominating Committee and the Board considered her significant knowledge about the real estate industry and our Company, along with her track record of sound judgment and achievement, as demonstrated by her leadership positions in a number of significant charitable foundations.
• Director Since 1999 • Independent Director • Nom / Gov Committee • Audit Committee • Age 63
	R. Kent Griffin, Jr.
●	Since 2016, Managing Director of PHICAS Investors, providing investment and capital strategy advisory services to public and private companies. From 2008 to 2015, President and Chief Operating Officer of BioMed Realty. From 2006 to 2010, Chief Financial Officer of BioMed Realty. Previously, investment banker for J.P. Morgan and Raymond James and auditor and advisor for Arthur Andersen as part of their real estate services group. Director of Healthpeak Properties, a member of its Investment and Finance Committee and Chair of its Audit Committee. Member of the Board of Advisors for Pilot Mountain Ventures (investment funds). Director of Charleston Waterkeeper and board chair of the South Carolina Coastal Conservation League. Member of the board of advisors for the Leonard W. Wood Center for Real Estate Studies and Board of Visitors for the Wake Forest University School of Business. In deciding to nominate Mr. Griffin, the Nominating Committee and the Board considered his significant years of experience in real estate investment, mergers and acquisitions, and capital markets, including his demonstrated track record of sound judgment and achievement through his service as a president and chief operating officer of a publicly-traded REIT, along with his broad experience in the areas of accounting, finance, and real estate operations. In addition, his current and prior service as director of publicly-traded real estate companies provides him perspective and broad experience on issues facing public companies.
• Director Since 2019 • Independent Director • Chair of Compensation Committee • Nom / Gov Committee • Executive Committee • Age 54
	There are no family relationships among our Directors or executive officers.

PROPOSAL 1 – ELECTION OF DIRECTORS

PROPOSAL 1 – ELECTION OF DIRECTORS 26

Nominee	Information About Nominee
	Donna W. Hyland
●	President and Chief Executive Officer of Children’s Healthcare of Atlanta since June 2008; Chief Operating Officer of Children’s Healthcare of Atlanta from January 2003 to May 2008; Chief Financial Officer of Children’s Healthcare of Atlanta from February 1998 to December 2002. Director of Genuine Parts Company and chair of its Compensation & Human Capital Committee. Director of the Advisory Boards of Truist Bank and Stone Mountain Industrial Park, Inc., a privately-held real estate company. In deciding to nominate Ms. Hyland, the Nominating Committee and Board considered her track record of sound judgment and achievement, as demonstrated by her leadership positions as chief executive officer, chief operating officer, and chief financial officer of a large, integrated health services organization and her leadership positions in a number of significant charitable organizations, as well as the skills and experience that qualify her as an audit committee financial expert. In addition, her service as a director of another public company provides her perspective and broad experience on governance issues facing public companies.
• Director Since 2014 • Independent Director • Compensation Committee • Chair of Audit Committee ◦ Financial Expert • Executive Committee • Age 63
	Dionne Nelson
●	President and Chief Executive Officer of Laurel Street Residential, a private mixed-income development company since 2011. From 2007 to 2011, Senior Vice President of Crosland. Previously, an Investment Manager at NewSchools Venture Fund and EARNEST Partners, and a consultant with McKinsey & Company. Director for the Federal Reserve Bank of Richmond — Charlotte Branch. Trustee of the Urban Land Institute (ULI). Member of the ULI’s Terwilliger Center for Housing National Advisory Board and the Low Income Investment Fund Board of Directors. Member of the Charlotte Executive Leadership Council, Real Estate Executive Council (REEC), Commercial Real Estate Women (CREW), and the Advisory Board of the University of North Carolina at Charlotte’s Childress Klein Center for Real Estate and Renaissance West Community Initiative. In deciding to nominate Ms. Nelson, the Nominating Committee and the Board considered her significant knowledge of the real estate industry, especially in North Carolina, and her track record of sound judgment and achievement, as demonstrated by her leadership positions in real estate, investment and banking institutions.
• Director Since 2021 • Independent Director • Audit Committee ◦ Financial Expert • Sustainability Committee • Age 52
	R. Dary Stone
●	President and Chief Executive Officer of R.D. Stone Interests. Director of Cousins from 2011 to 2016 and from 2001 to 2003. From February 2003 to March 2011, Vice Chariman of Cousins; from January 2002 to February 2003, President of Cousins’ Texas operations; from February 2001 to January 2002, President and Chief Operating Officer of Cousins. Director and Chair of Board of AIMCO (NYSE:AIV). Director of Tolleson Wealth Management, Inc., a privately-held wealth management firm, and Tolleson Private Bank (Chair of Audit Committee). Former regent of Baylor University (Chairman from June 2009 to June 2011). Former director of Hunt Companies, Inc., Parkway, Inc. (NYSE:PKY), and Lone Star Bank. Former chairman of the Banking Commission of Texas. In deciding to nominate Mr. Stone, the Nominating Committee and the Board considered his significant knowledge of the real estate industry, especially in Texas and the southeastern U.S., and his track record of sound judgment and achievement, as demonstrated by his leadership positions in investment and banking institutions and as demonstrated during his career with Cousins, including as Vice Chairman and Director.
• Director Since 2018 • Independent Director • Chair of Nom / Gov Committee • Sustainability Committee • Age 70
	There are no family relationships among our Directors or executive officers.

PROPOSAL 1 – ELECTION OF DIRECTORS

27 COUSINS 2024 PROXY STATEMENT

MEETINGS OF THE BOARD OF DIRECTORS AND DIRECTOR ATTENDANCE AT ANNUAL

MEETINGS

Our Board held four meetings during 2023. Each current Director attended at least 75% of all of the meetings of the

Board and any committees on which he or she served that occurred while he or she served on the Board or the

committees.

We typically schedule a Board meeting in conjunction with our Annual Meeting and expect that our Directors will attend

both, absent a valid reason. Each of our current Directors who were nominated for election at last year’s Annual Meeting

attended that Annual Meeting.

Under the Company’s Corporate Governance Guidelines, each Director is expected to dedicate sufficient time, energy,

and attention to ensure the diligent performance of his or her duties, including by attending annual and special meetings

of the shareholders of the Company, and meetings of the Board and committees of which he or she is a member.

DIRECTOR INDEPENDENCE

In order to evaluate the independence of each Director, our Board has adopted a set of Director Independence

Standards as part of our Corporate Governance Guidelines. The Director Independence Standards can be found on the

Investor Relations page of our website at www.cousins.com.

The Board has reviewed Director independence under NYSE Rule 303A.02(a) and our Director Independence Standards.

In performing this review, the Board considered all transactions and relationships between each Director and our

Company, subsidiaries, affiliates, senior executives, and independent registered public accounting firm, including those

reported under the section “Certain Transactions.” As a result of this review, the Board affirmatively determined that

eight of the nine nominees for Director are independent. The independent Directors are reflected in the chart below:

Name	Independent
Charles T. Cannada	ü
Robert M. Chapman	ü
M. Colin Connolly*
Scott W. Fordham	ü
Lillian C. Giornelli	ü
R. Kent Griffin, Jr.	ü
Donna W. Hyland	ü
Dionne Nelson	ü
R. Dary Stone	ü

• President & CEO of Cousins

PROPOSAL 1 – ELECTION OF DIRECTORS 28

As noted, all but one of our Directors are independent. Mr. Connolly is not an independent Director because of his

employment as our President and Chief Executive Officer.

Our Audit Committee, our Compensation & Human Capital Committee (the “Compensation Committee”), and our

Nominating & Governance Committee (the “Nominating Committee” or the “Governance Committee,” as the context

requires) are comprised solely of independent Directors. We believe that the number of independent, experienced

Directors that comprise our Board, along with the independent oversight of the Board by the non-executive Chair,

benefits our Company and our stockholders.

BOARD LEADERSHIP STRUCTURE

We operate under a board leadership structure where one of our independent Directors, Mr. Chapman, serves as the

non-executive Chair of the Board. The non-executive Chair presides at all executive sessions of “non-management”

Directors, as defined under the NYSE Listed Company Manual. The powers and duties of our non-executive Chair reflect

corporate governance best practices. Among other duties, our non-executive Chair provides input on meeting agendas,

presides over all Board meetings, and chairs executive sessions of the independent Directors to discuss certain matters

without members of management present. In addition, our non-executive Chair attends all Board-level committee

meetings. Pursuant to our Corporate Governance Guidelines, our non-executive Chair is responsible for ensuring that

the role between board oversight and management operations is respected, providing the medium for informal dialogue

with and between independent Directors and allowing for free and open communication with that group. In addition,

our non-executive Chair serves as a communication conduit for third parties who wish to communicate with the Board.

We believe this current board leadership structure is appropriate for our Company and our stockholders. We believe this

structure promotes efficiency and provides strong leadership for our Board, while also positioning our Chief Executive

Officer (“CEO”), with the consultation of our Chair of the Board, as the leader of the Company in the eyes of our

business partners, employees, stockholders, and other interested parties.

EXECUTIVE SESSIONS OF INDEPENDENT DIRECTORS

Our independent Directors meet without management present at least four times each year. Mr. Chapman, as our non-

executive Chair, is responsible for presiding at meetings of the independent Directors.

Any stockholder or interested party who wishes to communicate directly with the Chair or the independent Directors as a

group may do so by writing to: Non-executive Chair, Cousins Properties Incorporated, c/o Corporate Secretary, 3344

Peachtree Road NE, Suite 1800, Atlanta, Georgia 30326-4802.

29 PROPOSAL 1 – ELECTION OF DIRECTORS

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board has five standing committees: the Audit Committee, the Compensation Committee, the Nominating

Committee, the Sustainability Committee, and the Executive Committee.

The membership and function of each of these committees, and the number of meetings held during 2023, are

described below:

AUDIT COMMITTEE

Members*	The Audit Committee’s responsibilities include:
Donna W. Hyland (Chair)	• providing oversight of the integrity of the Company’s financial statements, the Company’s accounting and financial reporting processes, and the Company’s system of internal controls; • sole authority to appoint, retain, or terminate our independent registered public accounting firm; • reviewing the independence of the independent registered public accounting firm; • reviewing the audit plan and results of the audit engagement with the independent registered public accounting firm; • reviewing the scope and results of our internal auditing procedures, risk assessment, and the adequacy of our financial reporting controls; • considering the reasonableness of and, as appropriate, approving the independent registered public accounting firm’s audit and non-audit fees; • reviewing, approving, or ratifying related party transactions; • providing oversight of our guidelines and policies which govern the process by which the Company’s exposure to risk (including insurable property damage and liability risk and cybersecurity risk) is assessed and managed; and • performing such other oversight functions as may be requested by our Board of Directors from time to time. Each current and proposed member of the Audit Committee is independent within the meaning of the regulations promulgated by the SEC, the listing standards of the NYSE, and our Director Independence Standards. All of the current and proposed members of the Audit Committee are financially literate, and four of the five current or proposed members are financial experts, all in accordance with the meaning of the SEC regulations, the listing standards of the NYSE, and the Company’s Audit Committee Charter. For additional disclosures regarding the Audit Committee, including the Audit Committee Report, see “Proposal 3: Ratification of Appointment of the Independent Registered Public Accounting Firm” beginning on page 92 .
Charles T. Cannada
Lillian C. Giornelli
Dionne Nelson
Scott W. Fordham (*effective June 20, 2024)
Number of Meetings in 2023: 4
Financial Expertise:
Our Board determined that Mmes. Hyland and Nelson and Mssrs. Cannada and Fordham each qualify as an “audit committee financial expert” as that term is defined in the rules of the SEC.

PROPOSAL 1 – ELECTION OF DIRECTORS 30

COMPENSATION & HUMAN CAPITAL COMMITTEE

Members	The Compensation Committee’s responsibilities include:
R. Kent Griffin, Jr. (Chair)	• overseeing the administration of the Company’s compensation programs, including setting and administering our executive compensation; • overseeing the administration of our incentive and equity-based plans; • reviewing and approving those corporate goals and objectives that are relevant to the compensation of the CEO and all other executive officers and evaluating the performance of the CEO and the other executive officers in light of those goals and objectives; • reviewing our incentive compensation arrangements to confirm that incentive compensation does not encourage excessive risk-taking, and periodically considering the relationship between risk management and incentive compensation; • reviewing and making recommendations to the full Board of Directors regarding the compensation of non-employee Directors; • considering results of stockholder advisory vote on executive compensation; • reviewing and discussing with management the compensation discussion and analysis, and recommending to our Board its inclusion in the annual proxy statement; • oversight of all human capital management, including culture, diversity, inclusion, talent acquisition, retention, employee satisfaction, engagement, and succession planning; and • performing such other functions and duties as may be required by our Board of Directors from time to time. None of the members of the Compensation Committee is an employee of Cousins Properties and each of them is an independent director under the NYSE rules. The Compensation Committee makes all compensation decisions for all executive officers. The Compensation Committee reviews and approves all equity awards for all employees and delegates limited authority to the CEO to make equity grants to employees who are not executive officers. The Compensation Committee has retained Ferguson Partners Consulting (together with its predecessors, “FPC”), an independent human resources consulting firm, since 2014 to provide advice regarding executive compensation, including for our NEOs listed in the compensation tables in this proxy statement. FPC advised the Compensation Committee with respect to compensation trends, best practices, and plan design, including among office REITs, equity REITs generally, and the broader market. FPC provided the Compensation Committee with relevant market data, advice regarding the interpretation of such data, and alternatives to consider when making decisions regarding executive compensation, including for our executive officers. Information concerning the nature and scope of FPC’s assignments and related disclosure is included under “Compensation Discussion and Analysis” beginning on page 45 . The Compensation Committee Report is included in this proxy statement on page 72 .
Charles T. Cannada
Donna W. Hyland
Number of Meetings in 2023: 5

31 COUSINS 2024 PROXY STATEMENT

NOMINATING & GOVERNANCE COMMITTEE

Members	The Nominating Committee’s responsibilities include:
R. Dary Stone (Chair)	• identifying individuals qualified to become Board members, consistent with criteria established by the Nominating Committee, and recommending to the Board director nominees for election at each annual meeting of stockholders; • recommending to the Board the directors for appointment to its committees; • establishing a policy with regard to the consideration by the Nominating Committee of director candidates recommended by a stockholder; • establishing procedures to be followed by stockholders submitting such recommendations and establishing a process for identifying and evaluating nominees for our Board of Directors, including nominees recommended by stockholders; • making recommendations regarding composition and size of the Board, together with coordination of succession planning by the Board of Directors; • overseeing the annual Board and committee evaluation process; • reviewing and recommending to the Board corporate governance principles and policies that should apply to the Company; • reviewing codes of conduct and enforcement procedures in place, at least annually; and • performing such other functions and duties as may be requested by our Board of Directors from time to time. • The Nominating Committee is also responsible for annually reviewing our Corporate Governance Guidelines and recommending any changes to our Board of Directors. A copy of the Corporate Governance Guidelines is available on the Investor Relations page of our website at www.cousins.com. • Each member of the Nominating Committee is an independent director under the NYSE rules.
R. Kent Griffin, Jr.
Lillian C. Giornelli
Number of Meetings in 2023: 4

PROPOSAL 1 – ELECTION OF DIRECTORS 32

SUSTAINABILITY COMMITTEE

Members	The Sustainability Committee’s responsibilities include:
Scott W. Fordham (Chair)	• reviewing and evaluating real estate industry sustainability best practices; • working with our Board and management to establish environmental performance goals (energy, emissions, water, and waste), and initiatives related to climate action and resilience; • monitoring and evaluating the Company’s progress in achieving its sustainability goals and commitments, as well as the Company’s broader sustainability strategy and objectives; • reporting to and advising our Board as appropriate on the Company’s sustainability strategy and objectives, along with the Company’s progress in achieving its sustainability goals and commitments; • periodically reviewing legal, regulatory, and compliance matters that may have a material impact on the implementation of the Company’s sustainability objectives, and making recommendations to our Board and management, as appropriate, with respect to the Company’s response to such matters; • assisting our Board in fulfilling its oversight responsibility by identifying, evaluating, and monitoring the environmental and climate trends, issues, risks, and concerns that affect or could affect the Company’s business activities and performance; • advising our Board on significant stakeholder concerns or communications related to sustainability; and • performing such other functions and duties as may be requested by our Board of Directors from time to time. The Sustainability Committee is also responsible for reviewing and providing oversight regarding our annual Corporate Responsibility reports, which can be found at cousins.com/ sustainability.
M. Colin Connolly
Dionne Nelson
R. Dary Stone
Number of Meetings in 2023: 3

EXECUTIVE COMMITTEE

Members	The Executive Committee’s responsibilities include:
Robert M. Chapman (Chair)	• exercising all powers of the Board in the management of our business and affairs, except for those powers expressly reserved to the Board; and • exercising such powers as are expressly delegated by the Board to the Executive Committee, with previous delegations including: ◦ approving adjustments to the Board-approved minimum disposition price and maximum acquisition price for a real estate asset; and ◦ acting as a pricing committee in connection with public stock issuances. Our Board believes that its duties are best exercised through discussion and participation by all members of the full Board. Accordingly, the Executive Committee rarely exercises its delegated powers, with action commonly limited to circumstances where the full Board has approved broad corporate action and delegated narrower, specific authority to the Executive Committee. The Executive Committee took no action in 2023.
M. Colin Connolly
R. Kent Griffin Donna W. Hyland
Number of Meetings in 2023: 0

33 COUSINS 2024 PROXY STATEMENT

CORPORATE GOVERNANCE

Our Board has adopted a set of Corporate Governance Guidelines. The Corporate Governance Guidelines are available

on the Investor Relations page of our website at www.cousins.com. The charters of the Audit Committee, the

Compensation Committee, the Nominating Committee, and the Sustainability Committee are also available on the

Investor Relations page of our website.

Our Board has adopted a Code of Business Conduct and Ethics (the “Ethics Code”), which applies to all officers,

Directors, and employees. This Ethics Code reflects our long-standing commitment to conduct our business in

accordance with the highest ethical principles. The Ethics Code includes a Vendor Code of Conduct, which describes our

expectations of how vendors, consultants, and independent contractors engaged in providing products and services to

us will conduct business, including through compliance with this Vendor Code of Conduct. Our Ethics Code is available

on the Investor Relations page of our website at www.cousins.com. Copies of our Corporate Governance Guidelines,

committee charters, and Ethics Code are also available upon written request to Cousins Properties Incorporated, 3344

Peachtree Road NE, Suite 1800, Atlanta, Georgia 30326-4802, Attention: Corporate Secretary.

Any stockholder or interested party who wishes to communicate directly with our Board, or with an individual member of

our Board, may do so by writing to Cousins Properties Incorporated Board of Directors, c/o Corporate Secretary, 3344

Peachtree Road NE, Suite 1800, Atlanta, Georgia 30326-4802. At each regular Board meeting, the Corporate Secretary

will present a summary of any communications received since the last meeting (excluding any communications that

consist of advertising, solicitations, or promotions of a product or service) and will make the communications available to

the Directors upon request.

In addition, all known or possible instances of non-compliance with our Ethics Code may be reported anonymously using

the Company’s ethics hotline at www.cousins.ethicspoint.com or by calling toll-free 1-877-888-0002. This ethics hotline is

an independent, professional reporting service retained by the Company to assist with receiving reports of compliance

concerns and suspected violations, and it is available 24 hours a day, 7 days a week. You are welcome to make any such

reports anonymously, but we prefer you identify yourself so that we may contact you for additional information if

necessary or appropriate.

BOARD’S ROLE IN RISK OVERSIGHT

Our Board is responsible for overseeing our risk management. The Board delegates some of its risk oversight role to

each of the Audit Committee, the Compensation Committee, the Nominating Committee, and the Sustainability

Committee.

• Audit Committee Risk Oversight: Under its charter, the Audit Committee is responsible for oversight of our financial

risk, including oversight of the internal audit function. Additionally, the Audit Committee charter charges the Audit

Committee with oversight of the Company’s guidelines and policies to govern the process by which the Company’s

exposure to risk is assessed and managed. This oversight includes management of the Company’s insurance

programs (including property, general liability, executive liability, and other lines of coverage), and cybersecurity

concerns (including data privacy risk management). As part of this oversight, the Audit Committee oversees the

planning and execution of an annual risk assessment that is designed to identify and analyze risks to achieving the

Company’s business objectives. The results of the risk assessment are then discussed with management and used to

develop the Company’s annual internal audit plan.

• Compensation Committee Risk Oversight: Under its charter, the Compensation Committee is responsible for

oversight of the Company’s incentive compensation arrangements to confirm that incentive compensation does not

encourage excessive risk-taking and to periodically consider the relationship between risk management and

PROPOSAL 1 – ELECTION OF DIRECTORS 34

incentive compensation. As part of this oversight, the Compensation Committee, together with its independent

compensation consultant, FPC, annually reviews the Company’s executive compensation, including benchmarking of

the level, type, and mix of compensation, the components of performance goals, and the appropriateness of each in

relation to the Company’s strategy and portfolio.

• Nominating Committee Risk Oversight: Under its charter, the Nominating Committee is responsible for oversight of

the Company’s governance principles and policies that should apply to the Company, along with reviewing the

Company’s Corporate Governance Guidelines, Code of Business Conduct, and Vendor Code of Conduct. This

review includes policies related to insider trading prohibitions, director and executive officer stockholding

requirements, potential conflict of interests, and expectations for Board members.

• Sustainability Committee Risk Oversight: Under its charter, the Sustainability Committee is responsible for oversight

of the Company’s sustainability and social responsibility initiatives, goals, and reporting, along with evaluating and

monitoring environmental and climate trends, issues, risks, and concerns that affect or could affect the Company’s

business activities and performance.

In addition, our full Board regularly engages in discussions of the most significant risks that the Company is

facing and how these risks are being managed. In particular, our Board of Directors administers its risk

oversight function through:

• the review and discussion of regular periodic reports to our Board of Directors and its committees on topics relating

to the risks that the Company faces, including, among others:

• market conditions;

• tenant concentrations and credit worthiness;

• leasing activity and expirations;

• the status of current and anticipated development projects;

• compliance with debt covenants;

• management of debt maturities;

• access to debt and equity capital markets;

• existing and potential legal claims against the Company;

• climate change, resilience, and sustainability;

• potential cybersecurity incidents, along with the processes and policies applicable to our cybersecurity incident

response plan;

• public health crises, pandemics, and epidemics;

• existing and proposed regulations that might be applicable to the Company;

• ethics and compliance training for Company employees, including cybersecurity training; and

• various other matters relating to the Company’s business;

• the required approval by our Board of Directors (or a committee thereof) of significant transactions and other

decisions, including, among others:

• significant acquisitions and dispositions of property;

• commencement of significant development projects; and

• new commitments for significant corporate-level borrowings;

• the direct oversight of specific areas of the Company’s business by the Audit Committee, the Compensation

Committee, the Nominating Committee, and the Sustainability Committee; and

• regular periodic reports from the Company’s independent registered public accounting firm and other outside

consultants regarding various areas of potential risk, including, among others, those relating to the qualifications of

the Company as a REIT for tax purposes and the Company’s internal control over financial reporting.

35 COUSINS 2024 PROXY STATEMENT

The Board relies on management to bring significant matters impacting the Company to its attention. The Board

believes that the work undertaken by its committees, together with the work of the full Board and management, enables

the Board to effectively oversee the Company’s risk management function.

With respect to cybersecurity risk, the day-to-day management of cybersecurity is the responsibility of our Senior Vice

President, Chief Information Officer and his larger Information Technology team. The Chief Information Officer reports

directly to the Chief Financial Officer. The executive management team receives periodic updates, and the Board

receives an annual report from the Chief Information Officer on the Company’s cyber risks and threats, the status of

projects to strengthen the Company’s information security systems, assessments of the Company’s security program, and

the emerging threat landscape. More information regarding the Company’s management of cybersecurity, including our

cybersecurity incident response plan, along with our management of risks related to cybersecurity incidents, is set forth

in Item 1.C. of our Annual Report on Form 10-K filed for the year ending December 31, 2023.

As one component of the Board’s management of risk, the Company has established a hotline that is available for the

anonymous and confidential submission of complaints relating to any matter to encourage the reporting of questionable

activities directly to our senior management and the Audit Committee. See “Corporate Governance” on page 33 for

more information.

BOARD’S ROLE IN CORPORATE STRATEGY

Our Board is responsible for assisting management in developing and evaluating our corporate strategy. As part of a

comprehensive review of our existing portfolio and opportunities for acquisition, disposition, and development, our

management team reviews and discusses with the Board the current corporate strategy, including allocation among our

target markets, potential new markets, and the degree to which the assets within our portfolio and potential

opportunities are aligned with that strategy. The topics of corporate strategy discussions among Board and members of

management include capital allocation (including investment in development opportunities, value-add acquisition or re-

development opportunities, and opportunities to acquire core assets), balance sheet targets (including leverage and

overhead ratios), market and sub-market concentration, characteristics of high quality assets, and the characteristics of

our tenants (including industry concentration).

Our Board periodically conducts special meetings to review and discuss our corporate strategy, including perceived

macro threats and opportunities in the office sector, our portfolio characteristics, the strengths and challenges of our

target markets, anticipated opportunities for improvement of the portfolio, and our financial philosophy. Such reviews

include discussion of our strategic goals and the status of our progress against the same.

Our corporate strategy is summarized as follows:

• Premier Lifestyle Sun Belt Office Portfolio. We prioritize investment in trophy lifestyle office building concentrations

in the best-located and most highly-amenitized submarkets within some of the most attractive office markets in the

Sun Belt, including Atlanta, Austin, Tampa, Charlotte, Phoenix, Dallas, and Nashville. We focus on appropriate

distribution of investments among those markets, and we regularly review opportunities to expand selectively in

additional office markets in the Sun Belt which offer strong long-term growth characteristics, including supply

constraints and strong transportation infrastructure.

• Disciplined Capital Allocation. We pursue acquisition and development opportunities where we believe our

expertise in leasing and development will provide a strong base for generating attractive risk-adjusted returns and

maintaining or upgrading the quality of our portfolio.

PROPOSAL 1 – ELECTION OF DIRECTORS 36

• Fortress Balance Sheet. We maintain a simple, flexible, and low-levered balance sheet, appropriately sized to obtain

benefits of scale, with a preference for limitations on the use of joint ventures (unless they bring strategic

considerations other than funding).

• Strong Local Operating Platforms. Local leadership leads our markets. They have direct responsibility for local

operations and identifying new opportunities, supported by centralized corporate functions that can be shared

across the portfolio while maintaining appropriate general and administrative expenses.

The Board continues to review and discuss our corporate strategy with management, making prudent adjustments as

appropriate given current market conditions.

MAJORITY VOTING FOR DIRECTORS AND DIRECTOR RESIGNATION POLICY

Our Bylaws and Corporate Governance Guidelines provide for majority voting in uncontested Director elections. Under

the majority voting standard, Directors are elected by a majority of the votes cast, which means that the number of

shares cast for a Director must exceed the number of shares cast against that Director. Under our Corporate Governance

Guidelines, if a Director fails to receive a sufficient number of votes for re-election at an annual meeting, the Director

must offer to tender his or her resignation to the Board. The Board will determine whether or not to accept such

resignation.

Our Bylaws provide that the Nominating Committee will make a recommendation to the Board on whether to accept or

reject the resignation, or whether other action should be taken. The Board will act on the Nominating Committee’s

recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the

certification of the election results. Any Director who tenders his or her resignation in accordance with the Bylaw

provision will not participate in the Nominating Committee’s recommendation or Board action regarding whether to

accept such resignation. However, if each member of the Nominating Committee was not elected at the same election,

then the independent Directors who were elected will appoint a committee among themselves to consider such

resignations and recommend to the Board whether to accept them. However, if the only Directors who were elected in

the same election constitute three or fewer Directors, all Directors may participate in the action regarding whether to

accept such resignations.

SELECTION OF NOMINEES FOR DIRECTOR

Our Directors take a critical role in guiding our strategic direction and overseeing our management. Our Board has

delegated to the Nominating Committee the responsibility for reviewing and recommending nominees for membership

on the Board. Candidates are considered based upon various criteria and must have integrity, accountability, sound

judgment, and perspective. In addition, candidates are chosen based on their leadership and business experience, as

well as their ability to contribute toward governance, oversight, and strategic decision-making. In identifying nominees

for Director, the Nominating Committee considers diversity, including gender, race, and ethnicity, professional

experience, and differences in viewpoints and expertise, while also evaluating the skills that a potential nominee would

bring to the Board and its committees. The Nominating Committee does not have a formal policy with respect to

diversity; however, the Board and Nominating Committee believe that it is essential that the Board members represent

diverse viewpoints and will endeavor to include women and individuals from minority groups in the qualified pool from

which new director candidates are selected as the Board undergoes periodic Board refreshment. The Board’s objective is

to be comprised of individuals who by occupation, background, skill, and experience can make a strong and positive

contribution to the Company and its stockholders. In considering nominees for Director, the Nominating Committee

considers the entirety of each candidate’s experience and credentials in the context of these standards.

37 COUSINS 2024 PROXY STATEMENT

The Nominating Committee is responsible for recommending nominees for election to the Board at each Annual

Meeting and for identifying one or more candidates to fill any vacancies that may occur on the Board. The Nominating

Committee uses a variety of sources to identify new candidates. New candidates may be identified through

recommendations from independent Directors or members of management, search firms, discussions with other persons

who may know of suitable candidates to serve on the Board, and stockholder recommendations. Evaluations of

prospective candidates typically include a review of the candidate’s background, experience, credentials, and other

qualifications by the Nominating Committee, interviews with the Nominating Committee as a whole, one or more

members of the Nominating Committee, or one or more other Board members, and discussions of the Nominating

Committee and the full Board. The Nominating Committee then recommends candidates to the full Board, with the full

Board selecting the candidates to be nominated for election by the stockholders or to be elected by the Board between

annual meetings.

In 2020, the predecessor to the Nominating Committee (the duties of the Nominating Committee, the Compensation

Committee, and the Sustainability Committee were combined into one committee through April 25, 2022, and for

purposes of this paragraph, that committee is referred to as the “Nominating Committee”) retained a professional

search firm to significantly increase the pool of potential candidates, reflecting the values of diversity outlined above.

With the assistance of the search firm, the Nominating Committee conducted a thorough process, including conducting

multiple private meetings with and consideration of multiple potential candidates. The Nominating Committee carefully

reviewed the background and qualifications of each potential candidate and the alignment of the same with the strategic

goals of the Company and its governance values. As part of the Director search process, each Director participated in

live discussions with Ms. Nelson. At the culmination of such process, the Nominating Committee recommended to the

Board that it elect Ms. Nelson to the Board. After reviewing Ms. Nelson’s background and qualifications, the Board

elected Ms. Nelson as a Director, effective May 21, 2021. Ms. Nelson was elected by our stockholders at our 2022 and

2023 stockholder meetings.

The Nominating Committee will consider Director nominees proposed by stockholders on the same basis as

recommendations from other sources. Any stockholder who wishes to recommend a prospective nominee for

consideration by the Nominating Committee may do so by submitting the candidate’s name and qualifications in writing

to Cousins Properties Incorporated Nominating & Governance Committee, c/o Corporate Secretary, 3344 Peachtree

Road NE, Suite 1800, Atlanta, Georgia 30326-4802.

PROPOSAL 1 – ELECTION OF DIRECTORS 38

MANAGEMENT SUCCESSION PLANNING

The Nominating Committee is also responsible for the oversight of the Company’s succession planning, including

overseeing a process to evaluate the qualities and characteristics of an effective CEO and conducting advance planning

for contingencies, such as the departure, death, or disability of the CEO or other senior members of management. The

CEO periodically reviews the management development and succession planning with the Nominating Committee. The

succession plan is also reviewed with the full Board from time to time, which considers ensuring thoughtful, seamless,

and effective transitions of leadership to be a primary responsibility of the Board. Potential leaders are given exposure

and visibility to the Board members through formal presentations and informal events.

BOARD REFRESHMENT AND BOARD SUCCESSION PLANNING

Succession planning is not limited to management. We also consider the long-term make-up of our Board and how the

members of our Board change over time. We aim to strike a balance between the knowledge that comes from longer-

term service on the Board with the new ideas and energy that can come from adding members to the Board. We also

consider the long-term needs of our Board and the expertise that is needed for our Board as our business strategy

evolves and the marketplace in which we do business evolves. The Board does not believe that it should limit the

number of terms for which an individual may serve as a director. Directors who have served on the Board for an

extended period of time are able to provide valuable insight into the operations and future of the Company, based on

their experience with and understanding of the Company’s history, policies, objectives, and industry over a significant

period of time. The Board believes that, as an alternative to term limits, it can ensure that the Board continues to evolve

and adopt new viewpoints through the evaluation and nomination process described in our Corporate Governance

Guidelines and this Proxy. The Board maintains a retirement policy that indicates that no person will be eligible for

nomination for election or re-election as a director if he or she will be 75 or older upon his or her election or re-election,

unless the Board, upon the recommendation of the Nominating Committee, determines that due to unique or

extenuating circumstances, it is in the best interests of the Board and its stockholders to waive such limitation.

We added one or more new independent Directors in six of the last ten years, including the addition of one new

independent Director in 2021, as discussed above.

We believe the average tenure for our Directors reflects the balance that the Board seeks between the different

perspectives brought by long-serving Directors and new Directors. The graph below summarizes the tenure of our 2024

Director n ominees.

BOARD AND COMMITTEE EVALUATION PROCESS

The Board has established a robust self-evaluation process. Our Corporate Governance Guidelines require the Board to

evaluate its own performance annually. In addition, each of the Committee charters requires an annual performance

39 COUSINS 2024 PROXY STATEMENT

evaluation. The Nominating & Governance Committee (for purposes of this discussion, the “Governance Committee”)

oversees the annual self-assessment process on behalf of the Board. The formal self-evaluation may be in the form of

written or oral questionnaires, administered by Board members, management, or third parties. Each year, our

Governance Committee discusses and considers the appropriate approach and approves the form of the evaluation.

In 2023, Mr. Stone, as Chair of our Governance Committee, conducted individual interviews with each member to review

and discuss the following: Board structure, size, and composition (including diversity), including current membership;

committee structures, size, composition, and leadership; effectiveness of communications with management, including

written materials; director engagement; effectiveness of communications among Directors; succession planning for

management; performance of Director Connolly as CEO; performance of Chairs of Board and committees; effectiveness

of oversight by Board, including risk management and strategic planning; and effectiveness, duration, and frequency of

meetings. These discussions utilized a detailed questionnaire as a prompt. Mr. Stone prepared a verbal report with

details regarding the discussions to the Executive Chair and the CEO. In February 2024, Mr. Stone also provided verbal

summaries of the discussions with the Governance Committee and with the full Board.

We intend periodically to conduct similar evaluations in the future, and we may utilize the services of a third-party

consultant for this purpose, as our Board deems appropriate as part of our standard annual performance evaluation and

self-assessment process.

HEDGING, PLEDGING, AND INSIDER TRADING POLICY

Our insider trading policy prohibits our employees, officers, and Directors from hedging their ownership of our stock,

including a prohibition on short sales, buying or selling of puts and calls, and purchasing our stock on margin. Our

insider trading policy also prohibits our employees, officers, and Directors from purchasing or selling our securities while

in possession of material non-public information. None of our executive officers or Directors holds any of our stock

subject to pledge.

The Company’s insider trading policy is part of our Code of Business Conduct and Ethics. At least annually, our

employees are required to confirm they have reviewed and understood the Code and the policy. Additionally our regular

compliance training for all employees includes training on insider trading. Our regular cadence of equity grants to

officers and directors is structured so that the the dollar value of the grants is determined in advance, with the actual

number of shares under the grant determined based on the closing stock price of a future date that is at least two

trading days after release of our quarterly earnings report (and otherwise not while the Company is in possession of

material non-public information).

STOCKHOLDER ENGAGEMENT AND OUTREACH

Our commitment to understanding the interests and perspectives of our stockholders is a key component of our

corporate governance strategy and compensation philosophy. Throughout the year, we regularly meet with our investors

to share our perspective and to solicit their feedback on a variety of topics, such as our strategy and performance,

corporate governance, compensation practices, market conditions, and sustainability goals and achievements.

Additionally, frequent topics include general trends and performance of the office sector, Sun Belt market fundamental

conditions and opportunities, Company financial performance and guidance, and potential investment opportunities. As

is increasingly common among all public companies, including REITs, a substantial portion of our stockholders are

considered passive investors and generally do not engage with issuers. While we welcome all opportunities for

meaningful stockholder engagement, most of our successful engagement efforts are focused on our active institutional

investors. Approximately 55% of our outstanding shares are represented by active investors. We met with

representatives of 94% of those shares to solicit their input on a variety of topics, including market conditions, executive

PROPOSAL 1 – ELECTION OF DIRECTORS 40

compensation, corporate strategy, corporate governance practices, and other matters, including topics related to

Corporate Responsibility. The CEO and/or Chief Financial Officer personally led these meetings. Members of our

executive management team typically participate in multiple investor conferences. Periodically, we hold investor days

where members of our management team meet with stockholders to discuss our strategy and performance, provide

tours of our properties, and respond to questions. We also consider the input received from our stockholders through

individual meetings, property tours, telephone calls, and/or written communications. We plan to continue our

engagement with our stockholders in 2024 and beyond, as we believe the perspectives provided by our stockholders

provide valuable information to be considered in our decision-making process.

SUSTAINABILITY & CORPORATE RESPONSIBILITY

At Cousins, we believe that true value creation results not only from positive stock performance, but also from a

commitment to sustainability. For us, sustainability means creating and maintaining resilient buildings that are operated

in an environmentally and socially responsible manner. This approach not only encourages office users to select us for

their corporate operations, but it also enhances the communities where our buildings are located. We believe making a

strong impact in the communities in which we operate is supportive of our overall success. Our community focus is

strengthened by our operating structure, including having local leadership in each of our key markets, an entrepreneurial

mindset, and a strong community presence. We have long focused on responsibly building the highest quality assets

and emphasizing best-in-class projects, including incorporating environmentally sustainable design, construction, and

operational components. We are focused on creating healthy workspaces and high-performance properties while

simultaneously mitigating operational costs and the potential external impacts of energy and water consumption, waste

production, and greenhouse gas emissions. This focus leads to strong customer satisfaction and interest from potential

customers, which in turn drives portfolio occupancy and promotes positive returns for our stockholders.

COMMITMENT TO SUSTAINABILITY AND REPORTING

At Cousins, we pride ourselves on investing in trophy lifestyle office buildings located in high-growth Sun Belt markets

and managing these properties in a first-class manner while achieving outstanding operational efficiency. In evaluating

new acquisition and re-development opportunities, we focus carefully on the existing performance of the building in

consumption of energy and water resources and the mitigation of resource consumption through recycling and other

efforts. We evaluate the opportunities for improvement in these areas on a near- and long-term basis, along with the

predicted cost-effectiveness of those opportunities. In recognition that a lifestyle office building requires more than a

high-quality building, we carefully evaluate the proximity to transit options, with a strong preference for nearby bus and

rail transit. When planning new development projects, we take all the foregoing into account, and we strive to design

highly-sustainable buildings, generally taking advantage of the U.S. Green Building Council’s Leadership in Energy and

Design (“LEED”) green building program. For our operational buildings and our buildings under development or re-

development, we emphasize the importance of environmentally sustainable design, construction, and operations. During

2023, we continued to prioritize the pursuit of healthy building certifications, including Fitwel, which reassure our

customers and employees of our focus on providing healthy working environments. Over the long term, we believe

properties that reflect these priorities will remain attractive to office users and investors, and as a result, we anticipate

that this philosophy will continue to generate new and renewal leasing activity, driving portfolio occupancy and high-

quality returns for our stockholders.

41 COUSINS 2024 PROXY STATEMENT

The effectiveness of our sustainable and responsible development and operations is evidenced by the recognition our

properties have received from some of the most respected third-party organizations that benchmark property efficiency

and sustainability practices:

●	40 of our buildings, representing 74% of our LEED eligible square footage, are LEED Certified (LEED for Building Operations and Maintenance for our operating buildings and/or LEED for Building Design and Construction: Core and Shell for our newly developed buildings). The U.S. Green Building Council’s Leadership in Energy and Environmental Design (“LEED”) rating system is the most widely used green building rating system, and it provides a framework for healthy, efficient, and cost-saving green buildings. We intend to maintain and renew (when appropriate) these certifications of our properties and to continue to evaluate our portfolio to identify and pursue additional opportunities to enhance the value and appeal of our properties through LEED certification.
LEED Certified 74%
●	38 of our eligible buildings, representing 73% of our BOMA 360 eligible square footage, have achieved the elite BOMA 360 certification. This certification recognizes excellence in building operations and management, and it benchmarks performance in six key areas, including energy, environment, and sustainability. We intend to maintain certifications of our properties and to continue to evaluate our portfolio to identify and pursue additional opportunities to enhance the value and appeal of our properties through BOMA 360 certification.
BOMA 360 Certified 73%
ENERGY STAR Certified 94%	50 of our buildings, representing 94% of our ENERGY STAR eligible square footage, are ENERGY STAR-certified for superior energy efficiency, responsible water usage, and reduced greenhouse emissions. We integrate ENERGY STAR Portfolio Manager as an essential component of our energy management program to track individual building performance in energy consumption, greenhouse gas emissions, water consumption, and waste production. Additionally, we utilize ENERGY STAR for benchmarking against comparable assets. We intend to continue tracking our portfolio through ENERGY STAR and to maintain and/or pursue certification for all properties for which it is feasible.
●	25 of our buildings, representing 51% of our Fitwel eligible square footage, are Fitwel One-Star or Two-Star certified. Fitwel uses scorecards that include more than 55 evidence- based design and operational strategies to enhance buildings by addressing a broad range of health behaviors and risks. We intend to maintain certifications of our properties and to continue to evaluate our portfolio to identify and pursue additional opportunities to enhance the value and appeal of our properties through Fitwel certification.
51%
●	53 of our buildings, representing 91% of our Fitwel VRM eligible square footage, are certified under the Fitwel Viral Response Module. In addition, we have achieved the WELL Health-Safety seal for two of our buildings. Each program verifies a multi-faceted approach to mitigate the spread of disease, including implementation standards for contagious disease outbreak plans, enhanced indoor air quality (with associated testing and monitoring), and enhanced cleaning, disinfecting, and maintenance standards.
91%

PROPOSAL 1 – ELECTION OF DIRECTORS 42

●
Green Star

The Company’s management-level Sustainability Team is comprised of the VP-Internal Audit & Sustainability, the EVP-

Development, the EVP-Operations, the EVP & General Counsel, and the SVP-Operations. Our Sustainability Team

collaborates with other representatives from the operations group and outside sustainability consultants to further our

sustainability efforts. In consultation with the CEO and the Board-level Sustainability Committee, the Sustainability Team

establishes the policies addressing environmental and social issues, reviews recent performance metrics, sets goals for

sustainability improvements for individual buildings, and endeavors to include sustainability efforts as a core value in all

material design, development, investment, and operational decisions. In addition, representatives of this Sustainability

Team regularly review and discuss with the broader management team and with the Sustainability Committee the status

of our sustainability efforts, including planned strategic initiatives, recent accomplishments, and progress against our

goals.

In addition to our ten-year participation in the annual GRESB assessment, we have published a stand-alone Corporate

Responsibility report for many years, beginning with our performance in 2018. In 2024, we intend to publish a Corporate

Responsibility report covering our 2023 performance and our progress against our existing goals. This report will

highlight many of our key performance indicators, including progress in reductions in energy consumption, greenhouse

gas emissions, and water consumption, along with our progess against our goals for building certifications. The report’s

approach, structure, and content will be aligned with Global Reporting Initiative (GRI) Standards and informed by the

Taskforce on Climate-related Financial Disclosures (TCFD), and it will include an Independent Assurance Statement from

DNV for select performance indicators. Our Corporate Responsibility reports are av ailable at www.cousins.com/

sustainability.

COMMITMENT TO DIVERSITY

We are focused on creating a diverse and inclusive workforce. Our priorities include attracting, developing, and retaining

the best talent, fostering an inclusive culture, and embracing diversity. Our employees are the foundation of our success,

and we strive to have a workforce that reflects the diversity of qualified talent that is available in the markets we serve.

We are also committed to diversity at the Board level. Our Board will consider diversity, including gender, race, and

ethnicity, when considering nominations to the Board and will endeavor to include candidates who reflect diverse

backgrounds in the qualified pool from which new director candidates are selected as the Board undergoes periodic

Board refreshment. The Board’s objective is to have a Board comprised of individuals who by occupation, background,

skills, and experience can make a strong, positive contribution to the Company and its stockholders.

Key diversity highlights include:

• 33% of our Directors are women, including our Chair of the Audit Committee. 11% of our Board are minorities.

• We have several women in key management roles, including the EVP & Chief Investment Officer, the EVP & General

Counsel, and an SVP & Associate General Counsel. As of December 31, 2023, 44% of the supervisors at the

Company were women.

• As of December 31, 2023, 39% of the workforce were women.

• As of December 31, 2023, 44% of the workforce self-identified as a minority; and 25% of the supervisors self-

identified as a minority.

43 COUSINS 2024 PROXY STATEMENT

Cousins, in partnership with Drew Charter School (a Title I Atlanta Public School, whose student body is predominately

minority), created the Cousins Scholars Program in 2020 to introduce more disadvantaged students to the commercial

real estate industry and to familiarize these students with the breadth of career opportunities in real estate, including

through our internship program. In 2023, we welcomed a scholar to our internship program, along with two interns from

NAIOP’s (the Commercial Real Estate Development Association) Career Diversity Internship Program, an an intern

through Univeristy of North Carolina - Chapel Hill’s Real Estate Diversity Initiative Program. These interns gained

experience with the investments, asset management, and development teams, while also receiving exposure to our

leasing teams. We also hosted students participating in NAIOP’s Developing Leader and Summer Intern Group for a

focused day touring our newest Tampa asset, Heights Union, and participation in guided discussion regarding building

operations.

COMMITMENT TO COMMUNITY

We believe that Cousins should be a good corporate citizen, paying our “civic rent” through our philanthropic

commitments. Our employees regularly donate to local causes, participate in annual fundraising for local nonprofits, and

are actively involved in community-building activities such as Habitat for Humanity. This occurs not just at the corporate

office, but also at the property level, where we are actively involved in each community within which the Company has

made a significant investment. Together with our comprehensive wellness program and our commitment to a fair and

respectful workplace, we believe this commitment to service and integrity offers our employees many opportunities for

meaningful engagement and collaboration.

Community involvement is one of Cousins’ core values, and we are committed to giving back to our local communities

where we live and work. In 2023, Cousins focused its philanthropic activity around four key areas: diversity in real estate,

education, affordable housing, and community spaces and parks. Our Company’s support was centered around

CuzWeCareWeek, a new initiative that supported in-person volunteer activities and community involvement across our

markets. Teams across the Company supported over 8 non-profit organizations with a day of volunteerism and raised

$61,000 in financial support. In 2023, Cousins employees spent over 2,100 hours volunteering and giving back to our

communities.

We are committed to providing transparent disclosure regarding our corporate social responsibility efforts, which are

integrated into our annual Corporate Responsibility reports. More detailed information, including our sustainability

strategy, key performance indicators, achievements, and historical corporate responsibility reports are available on our

website at www.cousins.com/sustainability.

Except for the documents specifically incorporated by reference into our Annual Report on Form 10-K, information

contained on our website or that can be accessed through our website is not incorporated by reference into our Proxy

Statement or our Annual Report on Form 10-K.

PROPOSAL 1 – ELECTION OF DIRECTORS 44

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION & ANALYSIS

The Compensation & Human Capital Committee (as successor to the Compensation, Succession, Nominating and

Governance Committee of our Board of Directors, which are collectively referred to in this section as the “Compensation

Committee”) is responsible for establishing the underlying policies and principles of our compensation program. This

Compensation Discussion and Analysis section describes our executive compensation programs for 2023. It states how

and why the Compensation Committee made its decisions regarding 2023 compensation for our Named Executive

Officers (“NEOs”) detailed in the tables that follow. Our NEOs for 2023 are:

Named Executive Officers	Title
M. Colin Connolly	President and Chief Executive Officer
Gregg D. Adzema	Executive Vice President and Chief Financial Officer
Kennedy Hicks	Executive Vice President, Chief Investment Officer and Managing Director
Richard G. Hickson IV	Executive Vice President - Operations
John S. McColl	Executive Vice President - Development

EXECUTIVE SUMMARY

OVERVIEW OF 2023 BUSINESS PERFORMANCE

Our strategy is to create value for our stockholders through ownership of the premier urban lifestyle office portfolio in

the Sun Belt markets of the United States, with a particular focus on Atlanta, Austin, Tampa, Charlotte, Phoenix, Dallas,

and Nashville. This strategy is based on a disciplined approach to capital allocation including value-add acquisition of

assets, selective development projects, impactful re-development projects, strategic joint ventures, and timely

disposition of non-core assets. Our simple, flexible, and low-leveraged balance sheet allows us to pursue acquisitions

and development and re-development opportunities at the most advantageous points in the cycle. To implement this

strategy, we leverage our strong local operating platforms within each of our markets, along with our deep expertise and

experience in development and re-development of office projects.

In 2023, we executed on this strategy with strategic transactions, including key investment, financing, leasing, and

disposition activities, along with continuing development on two projects. In implementing our strategy, we had goals

for 2023 that included FFO, gross office leasing volume, net effective rent performance on that leasing volume, and non-

financial corporate responsibility metrics. We were generally successful in meeting these goals.

45 COUSINS 2024 PROXY STATEMENT

TOTAL STOCKHOLDER RETURN

Our stockholders realized a negative 17.82% total return for the three-year period ended December 31, 2023, in

comparison to the FTSE Nareit Equity Office Index and the FTSE Nareit Equity indices, whose total returns were a

negative 22.35% and positive 23.21%, respectively .

RECENT NOTABLE BUSINESS DEVELOPMENTS

In 2019, we completed a merger with TIER REIT, Inc. resulting in the acquisition of 5.8 million square feet of operating

properties. In addition to this transaction, over the past five years, we have acquired 2.6 million square feet of operating

properties for $974 million in gross purchase price, completed 2.2 million square feet of development at total project

costs of $858 million, and sold 5.5 million square feet of operating properties for $1.3 billion in gross sales price.

2023 ACTIVITIES

During 2023, we completed several financing transactions consistent with our strategy of maintaining a flexible and low-

leveraged balance sheet. The following is a summary of our significant 2023 activities:

FINANCING ACTIVITY

• Entered into a floating-to-fixed interest rate swap on $200 million of our $400 million Term Loan, fixing the

underlying daily Secured Overnight Financing Rate at 4.298% through maturity.

• Refinanced the mortgage loan for our Medical Offices at Emory Hospital property in Atlanta, GA, which is owned in a

50-50 joint venture with Emory University. This $83.0 million interest-only mortgage loan has a fixed interest rate of

4.80% and matures in June 2032.

Executive Compensation 46

DEVELOPMENT ACTIVITY

• Continued development and commenced initial operations of Neuhoff, a mixed-use property in Nashville, TN, that

consists of 448,000 square feet of office space and 542 apartments. The project is being developed by a 50%-owned

joint venture, and our share of the total expected project costs is $282 million.

• Continued development of Domain 9, a 338,000 square foot office property in Austin, TX. The total expected

project cost of this wholly-owned property is $147 million.

DISPOSITION ACTIVITY

• Sold a 10.4 acre land parcel in Atlanta, GA for a gross sales price of $4.25 million and recorded a gain of $507,000.

PORTFOLIO ACTIVITY

• Leased or renewed 1.7 million square feet of office space.

• Ended 2023 with an operating portfolio leased percentage of 90.9%.

• Increased second generation net rent per square foot by 5.8% on a cash-basis.

• Increased same property net operating income by 4.2% on a cash-basis.

KEY COMPENSATION DECISIONS FOR 2023

The Compensation Committee made the following key decisions with respect to the 2023 compensation for our NEOs:

• Annual cash incentive awards were approved at 129.8% of target, based on achievement of Company performance

goals relating to FFO, gross office leasing volume, net effective rent performance on office leasing activity, and non-

financial ESG metrics.

• Long-term equity award performance was granted to our NEOs in the form of restricted stock units (“RSUs”) and

restricted stock using a mix of 42% market-conditioned RSUs (“Market RSUs”), 18% performance-conditioned RSUs

(“Performance RSUs”), and 40% time-vested restricted stock. The market-conditioned RSUs are earned only upon

meeting performance goals relating to total stockholder return (“TSR”), calculated relative to the FTSE Nareit Equity

Office Index, and the Performance RSUs are earned only upon meeting Company performance goals relating to

aggregate FFO, each over a three-year period from 2023 through 2025. The time-vested restricted stock vests

ratably on the grant date anniversary over a three-year service requirement. The Market RSUs and Performance RSUs

cliff vest only if the performance conditions and service requirement are satisfied.

47 COUSINS 2024 PROXY STATEMENT

COMPENSATION PRACTICES

We believe that our compensation program encourages executive decision-making that is aligned with the long-term

interests of our stockholders by tying a significant portion of pay to Company performance over a multi-year period.

Below, we highlight our compensation practices that support these principles.

What We Do
Mitigate Undue Risk	We provide a balanced mix of cash and equity-based compensation, including annual and long-term incentives which have market or Company performance metrics that we believe mitigate against excessive risk-taking by our management.
Significant Portion of Equity Awards are Market or Company Performance-Based	In 2023, 60% of the regular equity awards granted to our executive officers are market or Company performance-based and require that we achieve market goals relating to TSR or Company performance goals relating to FFO, in each case over a three-year period for the awards to be earned.
Incentive Cash Awards are Based on Achievement of Performance Goals, but Provide for Compensation Committee Discretion	Over the last 15 years (2009 to 2023), payouts under our cash incentive plan have ranged from 0% to 150%, reflecting the Company’s performance under the relevant goals for each year. The Compensation Committee sets performance goals under our annual incentive cash award plan that it believes are reasonable in light of past performance and market conditions. Our plan permits the Compensation Committee to exercise discretion in making final cash incentive award determinations so as to take into account changing market conditions and broad corporate strategic initiatives, along with overall responsibilities of the executives, in making formal award determinations. This approach allows our executive officers to focus on the long-term health of our Company rather than an “all or nothing” approach to achieving short-term goals.
Cap on Incentive Awards	Our Compensation Committee has established 200% as the maximum percentage for performance calculation of any individual component of the incentive cash award, with 150% of the target cash award as the overall maximum payout that can be earned by each of the executive officers under the annual incentive cash award plan for any year.
Clawback Policy	We have adopted, in accordance with applicable laws and NYSE listing standards, a robust recoupment or “clawback” policy pursuant to which we will seek to recover incentive-based compensation from any current or former executive officer to the extent of receipt of incentive-based compensation based on financial reporting measures, if we are required to restate those financial reporting measures within any previously issued financial statements. This policy applies to compensation that was received during the three years prior to the requirement for preparation of the accounting restatement.
Double Trigger Change in Control Agreements	We have entered into change in control agreements with our executive officers to ensure that the executives are focused on the interests of our stockholders in the event of a potential strategic acquisition, merger, or disposition. The agreements require a “double trigger,” both a change in control and a termination of employment, for the payout of benefits.
Independent Compensation Consultant	The Compensation Committee determined that its compensation consultant is independent pursuant to applicable NYSE listing standards.

Executive Compensation 48

What We Do
Share Ownership Guidelines	We have stock ownership guidelines for our executive officers and Directors, including a target ownership of four times annual base salary for our Chief Executive Officer, two times annual base salary for our Executive Vice Presidents, and five times the annual cash retainer for our Directors.
Holding Period on Stock Awards	We have adopted a policy requiring our executive officers to hold 50% of the after- tax number of shares of stock awarded as compensation for a period of 24 months following vesting.
Prohibition of Hedging and Pledging of Company Stock	Our insider trading policy prohibits our Directors and executive officers from engaging in any short sales with respect to our stock or buying or selling puts or calls with respect to our stock. We also prohibit our Directors and executive officers from purchasing our stock on margin. None of our Directors or executive officers holds any of our stock subject to pledge.
Long Term Incentive Awards Settled in Stock	Our Market RSUs and Performance RSUs settle in stock, rather than cash, increasing the alignment with shareholders.
What We Don’t Do
No Employment Agreements	We do not have employment agreements with any of our executive officers. All of our executive officers are employed “at-will.”
No Perquisites	We generally do not provide perquisites above the reporting threshold to our executive officers. In 2023, we did not provide any perquisites to our executive officers above the reporting threshold.
No Pension Plans, Deferred Compensation Plans or Supplemental Executive Retirement Plans	We do not provide any defined benefit pension plans, deferred compensation plans, or supplemental executive retirement plans to our executive officers. Our executive officers are eligible to participate in our 401(k) plan and our Employee Stock Purchase Plan on the same basis as all of our employees.
No Single-Trigger Severance or Acceleration	Our change in control arrangements do not provide for payment on a change in control without a qualifying termination of employment.
No Dividend Equivalent Units on Unearned Performance Awards	No dividend equivalent units (“DEUs”) are paid on Market RSUs or Performance RSUs during the performance period. DEUs are paid only if and to the extent the shares underlying Market RSUs or Performance RSUs are earned.
No Tax Gross-Up Provisions in Change in Control Agreements	Our change in control agreements with our executive officers do not include Section 280G tax gross-up provisions. We have committed that we will not enter into a new agreement to include a tax gross-up provision.
No Option Repricing	Although the 2019 Omnibus Incentive Stock Plan permits granting of stock options as part of a compensation program, we do not intend to grant any stock options as part of our executive or director compensation programs. If we were to grant stock options, we would prohibit repricing of any granted stock options.

49 COUSINS 2024 PROXY STATEMENT

SAY-ON-PAY RESULTS

At our 2023 annual meeting, stockholders approved our say-on-pay vote with approval by 86.2% of votes cast. During

the period from 2018-2023, our average “say-on-pay” vote approval was 93.5% .

We believe our compensation programs are effectively designed, are in alignment with the interests of our stockholders,

and are instrumental in achieving our business strategy. The Compensation Committee will continue to consider

stockholder concerns and feedback in the future.

COMPENSATION PHILOSOPHY AND COMPETITIVE POSITIONING

The success of our business strategy depends significantly on the performance of our executives, requiring a more

diverse skill set than if we were a passive real estate investor and allowing us to underwrite and execute on acquisition,

development, re-development, and other investment opportunities, in addition to ongoing portfolio operations,

disposition, joint venture, and financing activities. In assessing the compensation of our executives, including our NEOs,

we consider strategies designed to attract and retain talented executives in a competitive and dynamic real estate

marketplace. While keeping in mind our accountability to our stockholders, we aim to reward executives commensurate

with Company and individual performance.

In making compensation decisions for the executive officers, the Compensation Committee typically examines a range of

data, with the median data point used as an initial reference point, and thereafter the Compensation Committee applies

its judgment to adjust individuals based on their performance, tenure or experience in the role, value contributed to the

Company, retention concerns, market data for competitive positions, and other relevant considerations, including the

assessment of achievement of the Company’s strategic and tactical plans.

COMPENSATION REVIEW PROCESS

MARKET DATA AND PEER GROUP

The Compensation Committee evaluates NEO compensation by reviewing available competitive data, representing

organizations of varying sizes (measured by market capitalization) and varying operating strategies. For purposes of

making decisions regarding 2023 compensation, the Compensation Committee engaged FPC, to, among other things:

(1) review the methodology of peer group creation and propose a peer group of public REITs to be used for the 2023

compensation targets; (2) benchmark our executive compensation against our peers and assist in developing

compensation objectives; (3) analyze trends in compensation in the marketplace generally and among our peers

specifically; and (4) recommend the components and amounts of compensation for our NEOs. As discussed in Director

Compensation on page 89, FPC also provided consulting services with respect to compensation for our Directors.

With assistance from FPC, the Compensation Committee undertook a comprehensive review to develop an appropriate

peer group of companies to review with the goal of evaluating the competitiveness of the Company’s executive

compensation program. Although the Compensation Committee endeavors to maintain consistency in the selected peer

group from year to year, changes in company size, classification, industry consolidation, and other factors may impact

the appropriateness of the peer group utilized for the prior year’s compensation program evaluation. The peer group for

2023 was selected based on various criteria considered by the Compensation Committee, including industry (office-

focused publicly-traded REITs), size (defined by equity market capitalization), and portfolio scale (defined by number of

properties and/or total square footage). As a result of this peer group review and evaluation, while being mindful of best

practices for selecting a peer set, the Compensation Committee selected the peer group shown below.

The peer group recommended by the compensation consultant and approved by the Compensation Committee consists

of 11 public real estate companies that focus on office properties and those that are similar in size to us in terms of equity

Executive Compensation 50

market capitalization (market value of common and preferred stock and partnership units convertible into stock). This peer

group was used because public real estate companies of similar size have similar characteristics to our Company with

respect to the demands and complexity of managing a similar portfolio, a significant development and acquisition

pipeline, and extensive capital market activities. The Compensation Committee prefers to select companies so that our

equity market capitalization approximates the median, without requiring that this characteristic outweigh the other

important peer group considerations. As of the time the study was conducted (July 2022), this peer group had equity

market capitalization ranging from $1.6 billion to $6.2 billion. As of that time, our equity market capitalization of $4.4

billion was above the peer group median (70th percentile). This peer group was comprised of the following companies,

which when compared to the peer group utilized for the 2020 - 2022 compensation program evaluations, reflects the

removal of Columbia Property Trust (which had ceased to be publicly traded) and the addition of Vornado Realty Trust:

Brandywine Realty Trust	(NYSE: BDN)	JBG Smith Properties	(NYSE: JBGS)
Corporate Office Properties Trust	(NYSE: OFC)	Kilroy Realty Corporation	(NYSE: KRC)
Douglas Emmett, Inc.	(NYSE: DEI)	Paramount Group, Inc.	(NYSE: PGRE)
Empire State Realty Trust, Inc.	(NYSE: ESRT)	Piedmont Office Realty Trust	(NYSE: PDM)
Highwoods Properties, Inc.	(NYSE: HIW)	Vornado Realty Trust	(NYSE: VNO)
Hudson Pacific Properties, Inc.	(NYSE: HPP)

The below table represents the equity market capitalization of the Company and each of the companies in the peer

group as of June 30, 202 2 .

ROLE OF MANAGEMENT AND COMPENSATION CONSULTANTS

The Compensation Committee evaluates Company and individual performance when making compensation decisions

with respect to our NEOs. In making decisions regarding NEO compensation, the Compensation Committee considers

recommendations from our CEO with respect to the performance and contributions of each of the other NEOs but

retains the right to act in its sole and absolute discretion. Representatives of the Compensation Committee’s

independent compensation consultant will from time to time attend Compensation Committee meetings and provide

guidance regarding interpreting the competitive compensation data and trends in the marketplace.

As part of the benchmarking analysis performed each year by FPC, and described above, FPC analyzes and reviews the

overall target total remuneration (along with the individual components, and the relative weighting of each) against that

of the peer group for the executive team as a whole and on a weighted average basis for the NEOs, along with

providing comparable analysis and review for each individual executive (including our NEOs). FPC’s analysis in October

2022 indicated that the target total remuneration of our NEOs, as a percentage of our equity market capitalization, was

in the bottom quartile when compared to the same ratio for each of the peer group constituents. When examining the

relationship between the prior three-year average actual compensation for the Company’s NEO (in aggregate) and that

of the other constituents of the peer group, FPC concluded that the Company’s performance significantly outweighed its

51 COUSINS 2024 PROXY STATEMENT

pay. The Compensation Committee’s review also included the historical progression of target compensation for the

NEOs over recent years, particularly for that of Mr. Connolly, who assumed the role of CEO in 2019 and whose

compensation in this role had been consistently below median for the peer group. The Compensation Committee’s

annual review had resulted in annual adjustments to more closely approach median, in recognition of his increasing

tenure and strong performance in the role, but FPC’s October 2022 review indicated that Mr. Connolly remained

significantly below the peer group median for his role.

In 2023, the Compensation Committee considered the independence of FPC in accordance with NYSE listing standards.

The Committee requested and received a letter from FPC addressing the consulting firm’s independence, including the

following factors: (1) other services provided to us by the consultant; (2) fees paid by us as a percentage of the consulting

firm’s total revenue; (3) policies or procedures maintained by the consulting firm that are designed to prevent a conflict

of interest; (4) any business or personal relationships between the individual consultants involved in the engagement and

a member of the Compensation Committee; (5) any Company stock owned by the individual consultants involved in the

engagement; and (6) any business or personal relationships between our executive officers and the consulting firm or the

individual consultants involved in the engagement. The Committee discussed these considerations and concluded that

FPC is independent and that the work of the consultant did not raise any conflict of interest.

COMPONENTS OF COMPENSATION

Component	Why We Pay It
Base Salary	Provides a fixed, competitive level of cash compensation that reflects the NEO’s leadership role and the relative market rate for the executive’s experience and responsibilities.
Annual Cash Incentive	Rewards NEOs for achievement of annual financial and strategic goals that drive stockholder value, thereby aligning our NEOs’ interests with those of our stockholders.
Long Term Incentive:	Aligns the interests of our NEOs with those of our stockholders.
• Market RSUs	Motivates, retains, and rewards NEOs to achieve multi-year strategic business objectives that drive relative TSR out-performance because the ultimate value of the award is directly tied to the market value of our stock upon vesting, while conditioned upon achievement of at least a threshold relative performance, with no guaranteed minimum vesting or payout.
• Performance RSUs	Motivates, retains, and rewards NEOs to achieve multi-year strategic business objectives that drive FFO out-performance because the ultimate value of the award is directly tied to the market value of our stock upon vesting, while conditioned upon the achievement of FFO goals, with no guaranteed minimum vesting or payout.
• Restricted Stock	Motivates, retains, and rewards NEOs to achieve multi-year strategic business objectives because the ultimate value of the award is directly tied to the market value of our stock over the vesting period.

For our CEO, the mix of total direct compensation opportunity for 2023 (based on target values) is illustrated by the following chart: For the NEOs, other than our CEO, the mix of total direct compensation opportunity for 2023 (based on target values) is illustrated by the following chart:

Executive Compensation 52

2023 CEO Compensation Mix	2023 Other NEO Compensation Mix
In 2023, total CEO compensation was 88% “At Risk” or “Performance Based” compensation.	In 2023, total other NEO compensation was 77% “At Risk” or “Performance Based” compensation.

BASE SALARY

The Compensation Committee makes base salary decisions based on the individual’s scope of responsibilities,

experience, qualifications, individual performance, and contributions to the Company, as well as an analysis of the

market data discussed previously. Follwoing the benchmarking exercise described in Role of Management and

Compensation Consultants on page 51 above, the Compensation Committee reviewed base salaries of our NEOs for

2023 at its meeting in December 2022. The base salaries for each of our NEOs were increased for 2023, to remain

competitive

with market data and to reflect their respective contributions to the Company. Base salaries for the NEOs are as set

forth below:

	2022 Base Salary	2023 Base Salary
M. Colin Connolly	$730,000	$750,000
Gregg D. Adzema	$494,000	$510,000
Kennedy Hicks	$414,200	$427,000
Richard G. Hickson IV	$428,480	$442,000
John S. McColl	$409,760	$422,000

ANNUAL INCENTIVE CASH AWARD

Our NEOs have an opportunity to earn an annual incentive cash award designed to reward annual corporate

performance. Each year the Compensation Committee establishes a target annual incentive cash award opportunity for

each of our NEOs following a review of their individual scope of responsibilities, experience, qualifications, individual

53 COUSINS 2024 PROXY STATEMENT

performance, and contributions to the Company, as well as an analysis of the market data discussed previously. The

targeted annual incentive cash award opportunity and the performance goals set by the Compensation Committee

(discussed below) are communicated to the NEOs at the beginning of each year.

In determining the actual annual incentive cash award paid to an executive officer, the Compensation Committee initially

considers performance against the pre-established performance goals. The Compensation Committee, in exercising its

judgment and discretion to adjust an award up or down, then considers all facts and circumstances when evaluating

performance, including changing market conditions (which may include the impact of factors such as interest rates,

general capital market availability, and market demand for office space) and broad corporate strategic initiatives, along

with overall responsibilities and contributions of the executives, in making final award determinations. Our Compensation

Committee has established 200% as the maximum percentage for performance calculation of any individual component

of the incentive cash award, with 150% of the target cash award as the overall maximum payout that can be earned by

each of the executive officers under the annual incentive cash award plan for any year.

2023 Target Opportunity

The Compensation Committee established target annual incentive cash awards for our NEOs for 2023 at its meeting in

December 2022. None of the targeted percentage of base salary for each of our NEOs were increased from the prior

year’s targeted percentages.

The annual incentive compensation target opportunities, as a percentage of base salary, are as set forth below:

	2022 Bonus Target %	2023 Bonus Target %
M. Colin Connolly	130%	130%
Gregg D. Adzema	100%	100%
Kennedy Hicks	95%	95%
Richard G. Hickson IV	90%	90%
John S. McColl	95%	95%

2023 Performance Goals

The Compensation Committee, at its February 2023 meeting, reviewed and discussed potential performance goals for

the 2023 annual incentive cash award, in connection with a review of our annual business plan and budget for the year.

The Compensation Committee considered the importance to the Company of its initiatives surrounding corporate

responsibility matters, including the assessments performed by unaffiliated third parties with respect to sustainability

performance, employee engagement and satisfaction, and governance structure. The components of the 2023 annual

incentive cash award performance goals were unchanged from those of 2022, while the details for each component were

adjusted appropriately (based on the Compensation Committee’s judgment) regarding goals that were considered to be

achievable, but rigorous.

The annual incentive cash award performance goals for 2023, and their relative weighting, were as follows:

Executive Compensation 54

1. Funds From Operations Per Share Performance.

FFO is a non-GAAP financial measure that, when combined with the presentation of required GAAP measures, has

improved the understanding of operating results of REITs among the investing public and has helped make

comparisons of REIT operating results more meaningful. Management and the Board generally consider FFO per

share to be useful measures for understanding and comparing our operating results because, by excluding real

estate-related depreciation and amortization (which can differ across owners of similar assets in similar condition

based on historical cost accounting and useful life estimates), impairment losses on depreciable real estate, and

gains or losses associated with disposition activities, FFO and FFO per share can help investors compare the

operating performance of a company’s real estate across reporting periods and to the operating performance of

other companies. Our computation of FFO may not be comparable to FFO reported by other REITs or real estate

companies. For purposes of measuring performance against this goal, the Compensation Committee exercises

discretion to exclude the impact of unusual items, and the calculated FFO for purposes of goal performance may

differ from the FFO reported in our annual report. For example, in calculating the 2023 performance against the FFO

goal, the Compensation Committee exercised its discretion to exclude the positive impact of the sale of certain

unimproved land, because that land had been impaired ten years prior to the sale.

The FFO goal for 2023 included a target FFO per share (which would result in a 100% payout), a threshold FFO per

share (at which there would be a 50% payout and below which there would be no payout), and a maximum FFO per

share (which would result in a 200% payout). Payouts were to be mathematically linearly interpolated between the

identified levels. The FFO Goal for 2023 had a target $2.58 per share, with a threshold of $2.51 per share and a

maximum of $2.65 per share. This component was weighted at 40% of the overall goals.

1. Leasing Activity Volume.

We generate revenue and cash primarily by leasing our operating and development properties. When making

leasing decisions, we consider, among other things, the creditworthiness of the tenant, the term of the lease, the

rental rate to be paid at inception and throughout the lease term, the costs of tenant improvements and other

landlord concessions, current and anticipated operating expenses, real estate taxes, overall vacancy, anticipated

rollover and expected future demand for the space, the impact of any expansion rights, and general economic

factors. For purposes of calculating performance, this calculation excludes all approximately one year or less,

amenity leases, percentage rent leases, storage leases, intercompany leases, and residential leases.

55 COUSINS 2024 PROXY STATEMENT

For 2023, the Compensation Committee established a goal for us to lease 1.45 million square feet of office space,

weighted at 25% of the overall goals.

1. Net Effective Rent Performance.

Net Effective Rent is a calculation that deducts tenant allowance and other leasing expenses from the nominal total

rental to be paid by a tenant over the initial term of the lease. Because these tenant concessions can significantly

impact the economic value of the relevant lease, we view net effective rent as a reflection of the financial quality of

our leasing performance.

For 2023, the Compensation Committee established a goal that the average net effective rent for all office leases

executed in 2023 be not less than the budgeted net effective rent, with such calculation occurring with respect to

each individual lease. The total calculation of performance would include the weighted average variance for all

leases signed during the period, but only to the extent that net effective rent was used as a basis for lease approval .

The net effective rent performance goal was weighted at 25% of the overall goals.

1. Corporate Responsibility Performance.

For 2023, the Compensation Committee established a non-financial Corporate Responsibility metric that represents

10% of the overall performance metric, and it is comprised of four sub-components, each representing 2.5% of the

overall performance goals:

a. Environmental - GRESB Assessment Performance. As discussed in the “Commitment to Sustainability”

on page 41, since 2015 the Company has participated in the annual GRESB assessment. The GRESB

assessment is a standardized, globally recognized framework for REITs and other real estate developers,

operators, and managers to assess their sustainability performance against industry benchmarks

(including related governance structure), focusing on material issues in the sustainability performance of

real asset investments and identifying areas for improvement. The assessments are aligned with

international reporting frameworks, including the Global Reporting Initiative and the Task Force for

Climate Disclosure. Each assessment analyzes enterprise-, portfolio- and asset-level data for the prior full

calendar year. GRESB assigns a numerical score as well as a number of “Stars”, based on performance

relative to all participants. More information can be found at www.gresb.com .

We have consistently scored well above the GRESB average in the annual real estate assessments. The

feedback we receive from the GRESB assessment process has assisted us to refine and improve our

sustainability data gathering and the transparency of our sustainability data disclosure. The

Compensation Committee identified a minimum score to be achieved on the 2023 GRESB real estate

assessment (which was to be based on 2022 ESG performance data) in order to achieve 100%

performance on this component.

b. Environmental & Social - Fitwel Healthy Building Certification. Healthy building certifications from Fitwel

or WELL Health-Safety demonstrate commitment to providing healthy working environments for our

customers and employees. Such certifications complement our existing extensive certifications for

ENERGY Star, BOMA 360, and LEED. The Fitwel certification is focused on the integration of wellness

within individual projects. Fitwel uses scorecards that include more than 55 evidence-based design and

operational strategies to enhance buildings by addressing a broad range of health behaviors and risks,

including impact on surrounding community health, increasing physical activity, promotion of occupant

safety, and instilling feelings of well-being. More information can be found at www.fitwel.org . The WELL

Healthy-Safety rating includes 23 strategies focused on operating healthy buildings and promoting

health and well-being. More information can be found at www.wellcertified.com .

Executive Compensation 56

The Compensation Committee determined that the Company needs to achieve a Fitwel healthy building

certification for 35% of the operating buildings in our portfolio, as of December 31, 2023, in order to

achieve 100% performance on this component.

c. Social - Sustain a Healthy Company Culture. A healthy company culture has many facets, including

employee engagement, civic engagement, and responsiveness to known and unforeseen challenges.

The Compensation Committee determined that their assessment of the culture of our Company would

be holistic in nature, with prioritization given by the Compensation Committee to available measurable

metrics, including (but not limited to) third-party engagement surveys.

d. Governance - Green Street Governance Score. Green Street is a private real estate advisory firm and has

conducted and provided research, analysis, and insights on publicly-traded REITs for more than 35 years.

Green Street also provides corporate governance rankings based on 10 key variables from their

corporate governance model. Our governance ranking scores have consistently been well above the

Green Street average ranking scores. The Compensation Committee identified a minimum score, which

the Company was required to achieve on the 2023 Green Street Governance Ranking in order to achieve

100% performance on this component.

The Compensation Committee approved only a target goal for each measure. In calculating performance, each

component was capped at 200% of target, and total payouts were capped at 150% of overall target. At the time of

approval of the 2023 performance goals, the Compensation Committee believed that the performance goals were

aggressive and rigorous and the weighting of each performance goal for the 2023 annual incentive cash awards was

appropriate given our business strategy, historic performance, and then-current real estate market. The Compensation

Committee retained the discretion to make adjustments in determining our performance against the goals to the extent

it believed the adjustment would appropriate and in the best interests of the Company.

2023 Performance Against Goals

The Compensation Committee, at its meeting in February 2024, evaluated the Company’s actual performance

against the 2023 goals and determined that we had achieved 129.8% of the overall goals, on a weighted

basis, as described in detail below:

1. Funds From Operations Per Share Performance.

The Compensation Committee determined that we achieved adjusted FFO per share above the target, resulting in a

calculated payout (for this component) of 152%.

1. Leasing Activity Volume.

The Compensation Committee determined that we achieved 117% of our goal related to office leasing activity for

2023.

1. Net Effective Rent Performance.

The Compensation Committee determined that we achieved 117% of our goal related to net effective rent

performance for 2023. This calculation excluded leasing activity for which no budgets existed for comparison

purposes, along with leasing activity for which net effective rent was not used as the basis for approval.

1. Corporate Responsibility Performance.

The Compensation Committee determined that we achieved against our non-financial Corporate Responsibility

metrics as follows:

57 COUSINS 2024 PROXY STATEMENT

a. We met the minimum score identified by the Compensation Committee for our GRESB assessment, and the

Compensation Committee determined that we had achieved 100% of our goal related to our GRESB Score in

2023.

b. We received Fitwel Certification for 25 buildings in 2023, representing 42% of our portfolio. The Compensation

Committee determined that we had achieved 120% of our goal related to Fitwel Certification within the

portfolio.

c. In 2023, Cousins was again recognized by The Atlanta Journal-Constitution as being among the “Top

Workplaces” in Atlanta, a recognition primarily based upon the results of anonymous surveys. This survey was

conducted by a third party employment research and consulting firm, and it involved companies representing

nearly 100,000 workers in the Atlanta region. Based on the scores within the applicable company size band, we

received an award for Culture Excellence, with recognition in the following areas: employee appreciation,

leadership, innovation, purpose and values, compensation and benefits, employee well-being, professional

development, and work-life flexibility. Considering this and other factors, the Compensation Committee

determined that we had achieved 100% of our goal related to healthy company culture.

d. Our 2023 Green Street governance score remained significantly above average without any decline in our

individual score. The Compensation Committee determined that we had achieved 100% of our goal related to

Green Street governance score.

Our actual performance against the 2023 goals are also reflected in the chart below.

The Compensation Committee reserves the discretion to adjust annual incentive cash awards up or down depending on

individual and the Company’s performance. The Compensation Committee determined that no adjustments were

appropriate to any components of the 2023 annual incentive cash awards.

Executive Compensation 58

The actual annual incentive cash award for the 2023 performance period for each NEO is set forth in the table below and

is reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 73 :

	2023 Target % of Base Salary	Target Opportunity	2023 Actual Award
M. Colin Connolly	130 %	$975,000	$1,265,550
Gregg D. Adzema	100 %	$510,000	$661,980
Kennedy Hicks	95 %	$405,650	$526,534
Richard G. Hickson IV	90 %	$397,800	$516,344
John S. McColl	95 %	$400,900	$520,638

(1) Prior to 2023, the FFO component of our annual incentive cash award was based on our percentage achievement of an identified target amount of

FFO per share. Beginning in 2023, the FFO per share payouts were mathematically linearly interpolated between identified threshold and maximum

levels as described on page 55 in “Funds from Operations Per Share Performance.”

2024 PERFORMANCE GOALS

The Compensation Committee, at its February 2024 meeting, discussed potential performance goals for the 2024 annual

incentive cash award, including the components and relative weighting. The Compensation Committee reaffirmed the

three financial components and the four non-financial Corporate Responsibility metrics from the 2023 annual

performance goals, including the relative weighting.

59 COUSINS 2024 PROXY STATEMENT

The non-financial Corporate Responsibility metric represents 10% of the overall performance metric, and it is comprised

of four sub-components, with each representing 2.5% of the overall performance goals.

The annual performance financial metrics of FFO per share performance, leasing activity volume, and NER performance,

along with the Corporate Responsibility non-financial metrics are discussed above in connection with the evaluation of

the 2023 annual performance metrics, including the various clarifications discussed on pages 55-57, regarding

calculations of the individual goal components. Actual goals for each component may vary from those of prior years, as

the Compensation Committee considers changes in market conditions and broad corporate strategic initiatives, and their

anticipated impact upon each of the individual goal components.

Although individual components may be achieved at up to 200% of target, the overall payout of the 2024 annual

incentive performance awards is capped at 150%. At the time of the approval of the 2024 annual incentive award goals,

the Compensation Committee considered the various targets included within the goals to be aggressive, rigorous, and

appropriate, including the relative weighting of each performance goal, given our business strategy, historic

performance, and the current real estate market. The Compensation Committee retained the discretion to make

adjustments in determining our performance against the goals to the extent it believes the adjustment is appropriate

and in the best interests of the Company.

LONG-TERM INCENTIVE EQUITY AWARDS

Our Long-Term Incentive (“LTI”) program is intended to provide incentives to our executives for the creation of value

and the corresponding growth of our stock price over time. The ultimate goal of equity-based compensation is to

encourage our executive officers to act as equity owners. We believe equity-based compensation plays an essential role

in retaining and motivating our NEOs by providing incentives that are linked to our long-term success and increasing

stockholder value. The Compensation Committee believes that our equity-based long-term compensation program

should provide an appropriate balance between retention and market and Company performance incentive awards.

For more information, see “Evolution of Composition of Equity Awards” on page 63.

2023 LTI Awards

In 2023, the Compensation Committee granted time-vested restricted stock ( 40% of the overall award), Market RSUs

( 42% of the overall awards), and Performance RSUs ( 18% of the overall award) to the NEOs under our LTI program,

following a structure conforming to that of prior years.

Executive Compensation 60

The Compensation Committee, at its February 2023 meeting, granted LTI awards (the “2023 LTI Awards”) to each of our

NEOs with a target grant date dollar value determined at its December 2022 meeting, following a review of the

individual’s scope of responsibilities, experience, qualifications, individual performance, and contributions to the

Company, as well as an analysis of the market data through the benchmarking exercise discussed previously. The

Compensation Committee utilizes a dollar amount as the target value of each NEO’s LTI award, rather than an identified

number of shares or RSUs, so as to minimize the impact of stock price volatility between the date of the Compensation

Committee’s annual review and the grant date of the LTI award. The target grant date dollar value of the 2023 LTI

Awards, as compared with those of the prior year, were increased for each of the NEOs, to be competitive with the

market data and to reflect their respective contributions to the Company.

The 2023 LTI Targets are as set forth below:

	2022 LTI Target	2023 LTI Target
M. Colin Connolly	$3,400,000	$4,100,000
Gregg D. Adzema	$1,175,000	$1,300,000
Kennedy Hicks	$600,000	$800,000
Richard G. Hickson IV	$550,000	$600,000
John S. McColl	$550,000	$650,000

The 2023 LTI Awards were comprised of a mix of 40% time-vested restricted stock, 42% Market RSUs subject to a TSR

condition, and 18% Performance RSUs subject to Company achievement of an FFO condition. The time-vested restricted

stock vests ratably over three years, provided that the holder is continuously employed with us through each anniversary

date. For the Market RSUs and Performance RSUs, the measurement period is three years, and the RSUs vest in full only

upon satisfaction of the market conditions or performance conditions, as applicable, and (except in certain circumstances

discussed below) if the holder is continuously employed with us through the full performance period.

The 2023 LTI Awards granted in February 2023 by the Compensation Committee to our NEOs are set forth in the table

below:

	Target LTI Award Value	Number of Restricted Shares Granted	Number of Market (TSR) RSUs Granted	Number of Performance (FFO) RSUs Granted
M. Colin Connolly	$4,100,000	62,691	65,826	28,211
Gregg D. Adzema	$1,300,000	19,878	20,872	8,945
Kennedy Hicks	$800,000	12,232	12,844	5,505
Richard G. Hickson IV	$600,000	9,174	9,633	4,128
John S. McColl	$650,000	9,939	10,436	4,472

For purposes of determining the applicable number of shares of Restricted Stock to be granted and the number of

Market RSUs and Performance RSUs to be granted to each NEO, we divided the target grant date dollar value for each

NEO (as determined by the Compensation Committee in December 2022) by our closing stock price on the date of the

grant (February 16, 2023), which was $26.16 per share. The actual grant to an NEO for each component of the 2023 LTI

Award was rounded down to the nearest whole unit. The grant date fair value for financial reporting purposes for the

61 COUSINS 2024 PROXY STATEMENT

2023 LTI Awards is set forth in the “Stock Awards” column of the Summary Compensation Table and was determined in

accordance with applicable accounting rules and differs from the target value shown above.

2023 Market RSUs and Performance RSUs

The Market RSUs granted in 2023 require achievement of a total stockholder return (“TSR”) goal to vest, and the

Performance RSUs granted in 2023 require achievement of an FFO goal to vest. Each of these awards cliff vest at the end

of the three-year performance period but are payable only if the performance conditions are met and if the holder has

been continuously employed through such date (except in certain circumstances discussed below). The terms of the

2023 Market RSUs and Performance RSUs are summarized as follows:

• Market RSUs: 42% of the target value of the 2023 LTI Awards are comprised of Market RSUs that are subject to a

performance condition based upon the TSR of our common stock over the three-year period beginning January

1, 2023 through December 31, 2025 relative to the TSR of the companies in the FTSE Nareit Equity Office Index

during that performance period (the “2023 LTI Peer Group”). This goal is evaluated on a sliding scale. TSR below

the 30th percentile of the 2023 LTI Peer Group would result in no payout; TSR at the 30th percentile would result

in 35% payout; TSR at the 50th percentile would result in 100% payout; and TSR at or above the 75th percentile

would result in 200% payout. Payouts are mathematically linearly interpolated between these stated levels,

subject to the 200% maximum.

• Performance RSUs: 18% of the target value of the 2023 LTI Awards are comprised of Performance RSUs that are

subject to a performance condition that our Company FFO per share during the period beginning January 1,

2023 through December 31, 2025 is at least equal to a defined dollar amount per common share (the “FFO

Target”). This goal is evaluated on a sliding scale. If FFO per share is less than 60% of the FFO Target, then

there would be no payout. If FFO per share is equal to 100% of the FFO Target, then the payout would be

100%. If FFO per share is 140% or greater of the FFO Target, the payout would be 200%. Payouts are

mathematically linearly interpolated between these stated levels, subject to the 200% maximum. The

Compensation Committee considers the FFO Target to be aggressive, rigorous, and appropriate, given our

business strategy, historic performance, and the current real estate market.

The Compensation Committee retains the discretion to make adjustments to our performance in determining whether

the vesting conditions are achieved under the 2023 Performance RSU awards. At its meeting in February 2023, the

Compensation Committee determined that for purposes of evaluating performance against the fixed FFO Target, and

consistent with practice in prior years, it would adjust reported FFO to reflect any adjustments made to the FFO

component of the annual incentive award goals for the corresponding years included in the 2023-2025 performance

period.

DEUs are not paid on Market RSUs or Performance RSUs prior to full vesting. Upon satisfaction of the vesting conditions,

DEUs in an amount equal to all regular and special dividends declared with respect to our common stock during the

performance period are determined and paid on a cumulative, reinvested basis over the term of the award, at the time

the award vests and based on the number of shares that are earned. For example, if the payout of a Market RSU at

vesting equaled 100% of target, the payout would include DEUs on shares at 100% of target on a reinvested basis over

the three-year performance period. DEUs, to the extent earned, will be paid in cash.

LTI GRANT PRACTICES

Although we have typically granted LTI awards to key employees at a regularly scheduled meeting of the Compensation

Committee, which has been held in January or February in each of the last five years, beginning in 2023 we granted LTI

awards to key employees on or after February 16 of each year. We do not have any program, plan, or practice that

coordinates the grant of equity awards with the release of material information, but the adjusted grant date is

Executive Compensation 62

anticipated to occur after the release of fourth quarter earnings each year. The actual grant date will be after at least two

trading days have elapsed since our disclosure of material non-public information (including the release of the fourth

quarter earnings).

The Compensation Committee views LTI awards as an essential component of annual compensation of our NEOs and, as

a result, the Committee approves the target grant date value of these awards in connection with the benchmarking

exercise that results in the approval of annual base salaries, target annual cash incentive (bonus) awards, and target LTI

awards, with a review and approval of the structure and performance conditions occurring at a regularly scheduled

meeting of the Compensation Committee in January or February. The number of shares awarded is calculated by

dividing the target LTI award value by the closing price of our common stock on the grant date of an LTI award.

Evolution in Composition of Equity Awards

In furtherance of its goal to tie pay to performance and to ensure the long-term goals of retention and motivation, the

Compensation Committee regularly reviews the components and composition of the long-term incentive equity awards

that it grants. During the period from 2009 to 2023, the composition of equity awards granted has moved from stock

options and time-vested RSUs to a mix that is 42% comprised of Market RSUs (which are conditioned upon required total

shareholder return, relative to a group of identified peer companies), 18% comprised of Performance RSUs (which are

conditioned upon FFO performance over a three-year period), and 40% comprised of time-vested restricted stock. Since

2011, no stock options have been granted; and no options remain outstanding. Beginning in 2015, we increased the

threshold for payout of the Market RSUs from the 25th percentile to 30th percentile; as a result, in the event that our

three-year relative TSR performance is in the bottom quartile, no payout will occur for the Market RSUs. Beginning with

the 2020 LTI awards, all newly-granted Market RSUs and Performance RSUs settle in stock, rather than cash. Beginning

with the 2023 LTI awards, all NEO grants will occur on or about February 16, but after at least two trading days have

elapsed since our disclosure of material non-public information.

The chart below reflects the composition of the long-term incentive equity awards granted to NEOs.

60%
	42% Relative TSR vs. TSR of the companies in the FTSE Nareit Equity Office Index
	Hurdles	Payout Levels
	30th percentile	Threshold (35%)
	50th percentile	Target (100%)
	75th percentile	Maximum (200%)
Performance RSUs	18% FFO per Share
	Hurdles	Payout Levels
	60% of FFO Target	Threshold (2.5%)
	100% of FFO Target	Target (100%)
	140% of FFO Target	Maximum (200%)
	VEST AT THE END OF THE THREE-YEAR PERFORMANCE PERIOD
40%
Restricted Stock	VEST RATABLY OVER THREE YEARS

Restricted Stock Units

Each awarded RSU is a bookkeeping unit that is essentially the economic equivalent of one share of restricted stock. The

Market RSUs and Performance RSUs are settled in stock upon vesting, with the number of shares vested being

63 COUSINS 2024 PROXY STATEMENT

determined by the respective market and performance conditions. These RSUs are granted under our 2019 Omnibus

Incentive Stock Plan.

Upon retirement of a participant, including an NEO, RSUs are potentially subject to accelerated vesting if the participant

satisfies the “Rule of 65” (as described under “Compensation Discussion and Analysis—Severance Policy, Retirement,

and Change in Control Agreements” on page 70). In the case of Market RSUs and Performance RSUs, upon the

retirement of a participant who satisfies the Rule of 65, the requirement of continued employment is waived but not the

market or performance condition. In the case of service-conditioned RSUs, if any, upon the retirement of a participant

who satisfies the Rule of 65, the requirement of continued employment is waived and the service-conditioned RSUs

would be payable as of the date of retirement. The Compensation Committee has not adopted the Rule of 65 for

restricted stock awards.

Restricted Stock

Time-vested full value awards, such as restricted stock, are used primarily as a retention tool. While time-vested full value

equity awards do not reward stock price growth to the same potential as market or performance-conditioned awards or

stock options, the Compensation Committee believes that full value awards are an effective compensation tool because

the current value of the award is more visible to the executive. Additionally, full value awards create an interest that

encourages executives to think and act like stockholders and serve as a competitive retention vehicle. The restricted

stock granted in 2023 vests ratably over three years, provided that the holder is continuously employed with us through

each anniversary date. The restricted stock was granted under our 2019 Omnibus Incentive Stock Plan. Holders of

restricted stock receive all regular and special dividends declared with respect to our common stock, and the same are

paid concurrently with payment of dividends to common stockholders. Holders of restricted stock also retain the right to

vote with respect to the shares held, in connection with any matters presented for a vote in an annual or special meeting

of shareholders.

Stock Options

The Compensation Committee has not awarded options since 2011. No options remain outstanding. We do not expect

to award options as part of our compensation program. If option awards were resumed, repricing would be expressly

prohibited.

Executive Compensation 64

OTHER COMPENSATION ITEMS

LTI Awards Granted in 2021

At its meeting in February 2024, the Compensation Committee evaluated the potential payout under the LTI Awards

granted in January 2021. The Market RSUs were subject to market performance goals relating to relative TSR, and the

Performance RSUs were subject to Company performance goals relating to FFO. With respect to the Market RSUs, the

target TSR performance over the period from January 1, 2021 to December 31, 2023 (the “2021 LTI Performance

Period”) was targeted at the 50th percentile relative to our 2021 LTI Peer Group. Our 2021 LTI Peer Group originally

included the companies in the SNL US Office REIT Index as of January 1, 2021 that remained publicly traded on an

established exchange for the entire performance period. On August 1, 2021, the SNL US Office REIT Index was

discontinued. When the SNL Office REIT Index was discontinued during 2021, the Compensation Committee diligently

deliberated on a replacement index that was substantially similar in terms of its constituents, and based in part on the

advice of its independent compensation consultant, determined to use the Nareit Office Index, and determined that the

2021 LTI Peer Group would be comprised of only those companies which were included in the Nareit Office Index for

the full 2021 Performance Period. As of December 31, 2023, the peer group for the 2021 LTI performance period

consisted of the following companies (collectively the “2021 LTI Peer Group”):

65 COUSINS 2024 PROXY STATEMENT

2021 LTI PEER GROUP — Alexandria Real Estate Equities, Inc.	Douglas Emmett, Inc.	Kilroy Realty Corp.
Boston Properties, Inc.	Easterly Government Properties, Inc.	Office Properties Income Trust
Brandywine Realty Trust	Empire State Realty Trust, Inc.	Paramount Group, Inc.
Creative Media & Community Trust Corporation	Equity Commonwealth	Piedmont Office Realty Trust
City Office REIT, Inc.	Franklin Street Properties Corp.	SL Green Realty Corp
COPT Defense Properties	Highwoods Properties, Inc.
Cousins Properties Incorporated	Hudson Pacific Properties, Inc.

The Market RSUs performance was evaluated on a sliding scale based on the Company’s TSR performance during the

2021 LTI Performance Period, relative to the TSR performance for that period by the 2021 LTI Peer Group. TSR below

the 30th percentile of the 2021 LTI Peer Group would result in no payout, TSR at the 30th percentile would result in 35%

payout, TSR at the 50th percentile would result in 100% payout; and TSR at or above the 75th percentile would result in

200% payout. Payouts are mathematically interpolated between these stated levels, subject to a 200% maximum. At its

meeting in February 2024, the Compensation Committee determined that our TSR for the 2021 LTI Performance Period

was at the 66.7th percentile relative to the companies in the 2021 LTI Peer Group and that the mathematical

interpolation resulted in 166.8% of these Market RSUs being payable.

With respect to the Performance RSUs, the target performance required that we achieve a specified aggregate FFO

Target. This performance of the 2021 Performance RSUs was also evaluated on a sliding scale. If FFO per share were less

than 60% of the FFO Target, then there would be no payout. If FFO per share were equal to 100% of the FFO Target,

then the payout would be 100%. If FFO per share were 140% or greater of the FFO Target, then the payout would be

200%. Payouts would be interpolated between these stated levels, subject to the 200% maximum. At its meeting in

February 2024, the Compensation Committee determined that the aggregate FFO per share achieved for the 2020 LTI

Performance Period was 96.65% of the target, which resulted in an interpolated payout at 92.5% of target for this

component.

The weighted average payout for the Market RSUs and Performance RSUs was 145% of target for the 2021 LTI awards

(166.8% for Market RSUs and 92.5% for Performance RSUs) compared to the five year weighted average achievement of

166%, as reflected in the following chart:

Executive Compensation 66

These Market RSUs and Performance RSUs were settled in stock, based on the respective performance for each type of

RSU. DEUs were paid as described on page 62 (under 2023 Market RSUs and Performance RSUs). Because the

settlement for the 2021 Market RSUs and Performance RSUs occurred in 2024, these awards will be reflected in the Stock

Vested table in the 2025 proxy statement.

BENEFITS AND PERQUISITES

We provide health, dental, life, vision, and disability insurance benefits to all of our employees. Our NEOs are eligible to

participate on the same basis as all other employees. We contribute to individual health savings accounts for all

employees who successfully complete wellness initiatives, with the amount of the Company contribution tied to the level

of initiatives completed by the employee in a given year. We maintain a 401(k) retirement savings plan (“Retirement

Savings Plan”) for all eligible employees, including our NEOs. In 2023, for each employee, including our NEOs, we

provided an automatic contribution to the Retirement Savings Plan equal to 3% of eligible compensation, subject to

statutory limits. We expect this program to continue in the future.

We also maintain an Employee Stock Purchase Plan, under which all eligible employees (including our NEOs) may

contribute a portion of their eligible compensation to acquire shares of our common stock at a 15% discount.

We do not have a pension plan or deferred compensation program for any of our employees, including our NEOs.

Rather, we focus on providing short and long-term cash compensation and long-term equity-based awards in amounts

necessary to retain our NEOs and to allow them to provide for their own retirement.

In 2023, we did not provide any perquisites to our NEOs above the reporting threshold.

Our NEOs are eligible for benefits under change in control agreements only in certain “double trigger” circumstances.

These agreements are discussed below under “Severance Policy, Retirement, and Change in Control Agreements.”

INCENTIVE-BASED COMPENSATION RECOUPMENT OR “CLAWBACK” POLICY

In connection with the SEC’s and NYSE’s recently-approved rules requiring adoption of a clawback policy applicable to

incentive-based compensation for Section 16 officers of listed companies, the Company has adopted the Cousins

Properties Incorporated Clawback Policy, and the current Section 16 officers of the Company have agreed in writing that

their incentive compensation is subject to this policy. Under such policy, if the Company is required to restate its financial

results (i) due to the Company’s material noncompliance (as determined by the Company) with any financial reporting

requirement under the federal securities laws, including any required accounting restatement to correct an error in

67 COUSINS 2024 PROXY STATEMENT

previously issued financial restatements that is material to the previously issued financial statements, or (ii) to correct an

error that is not material to previously issued financial statements, but would result in a material misstatement if the error

were not corrected during the current period or left uncorrected in the current period, then the Company will recoup any

erroneously awarded incentive-based compensation from the Company’s current and former Section 16 officers. The

amount to be recovered from the executive officer will be based on the excess, if any, of the incentive-based

compensation (whether cash or equity-based) paid to the executive officer (during the three-year period preceding the

date on which the Company is required to prepare an accounting restatement), to the extent the same is based on the

erroneous data over the incentive-based compensation that would have been paid to the executive officer if the financial

accounting statements had been as presented in the restatement.

STOCK OWNERSHIP GUIDELINES AND STOCK HOLDING PERIOD

Our Corporate Governance Guidelines include stock ownership guidelines for our executive officers and Directors. With

respect to our executive officers, the guidelines require ownership of our stock within five years of becoming an

executive officer or from promotion to a new executive office, with a value equal to the multiple of his or her base salary

corresponding to his or her officer title, as depicted below. In addition, each of our Directors is required to own stock

with a value equal to five times the annual cash retainer for Directors. Directors generally must accumulate the required

ownership within five years of joining the Board. Compliance with the ownership guidelines are measured as of March 1

of each year (for officers) and July 1 (for Directors). For purposes of these ownership guidelines, the market price of the

common stock of the Company used to value such equity shall be the greater of (1) the market price on the date of

purchase or grant of such equity; or (2) the market price as of the date of compliance, which shall be calculated as the

average closing price of our common stock for the twenty business days prior to the measurement date.

As of March 1, 2024, each of our Directors and executive officers satisfied the stock ownership guidelines (taking into

account any period permitted to satisfy the guidelines, where applicable), as shown below:

Executive Officers and Non- Employee Directors	Multiple of Base Salary or Annual Director’s Cash Retainer	In Compliance?
Non-Employee Directors	5X	Yes
CEO	4X	Yes
President (if not also CEO)	3X	Yes
Executive Vice Presidents	2X	Yes
Senior Vice Presidents	1X	Yes

Executive Compensation 68

The guidelines are consistent with our belief that our executive officers’ and Directors’ interests should be aligned with

those of our stockholders and our expectation that executive officers and Directors maintain a significant level of

investment in our Company. The Chair of the Compensation Committee may approve exceptions to the guidelines from

time to time as he or she deems appropriate. With respect to both executive officers and Directors, the following count

toward the stock ownership requirements:

• shares purchased on the open market, or through our 2021 Employee Stock Purchase Plan (“ESPP”);

• shares owned outright by the officer, or by members of his or her immediate family residing in the same household,

whether held individually or jointly, unless beneficial ownership is disclaimed by the executive officer or Director;

• restricted stock and RSUs received pursuant to our LTI plans, whether performance-, market-, or service-based and

whether or not vested; and

• shares held in trust for the benefit of the officer or his or her immediate family, or by a family limited partnership or

other similar arrangement, unless beneficial ownership is disclaimed by the executive officer or Director.

Although our guidelines include unvested performance- and market-based RSUs (which are awarded to executive

officers, but not Directors, as part of our compensation plan, as discussed above), if these were excluded from the

calculation, as of March 1, 2024, each of our executive officers would continue to satisfy the stock ownership guidelines

(taking into account any period permitted to satisfy the guidelines and the applicable valuation methodology, as

discussed above).

Under our Corporate Governance Guidelines, our executive officers are required to hold 50% of the after-tax number of

shares of shares of common stock that vest and are delivered under our compensation plans for a period of 24 months

following vesting. Stock acquired under our ESPP or in the open market is not subject to any holding requirement.

Although stock options are not currently utilized in our compensation program, our executive officers would be required

to hold 50% of the after-tax number of shares received as a result of exercise of any stock options which might be

granted by us, for a period of 24 months following such stock option exercise.

69 COUSINS 2024 PROXY STATEMENT

SEVERANCE POLICY, RETIREMENT, AND CHANGE IN CONTROL AGREEMENTS

We have several arrangements that would provide for the payment of benefits in the event of a termination of one of our

executive officers or a change in control of our Company.

Our executive officers are all “at will” employees, without the benefit of any employment agreements, other than the

Change in Control Agreements and other benefits described below.

General Severance Benefit for All Employees

We provide a general severance benefit to all employees, including our executive officers, following termination of

employment by us other than for “cause.” In general, the severance benefit payable is an amount equal to the

employee’s weekly pay times the sum of (i) the number of his or her years of service or, alternatively, in the context of

certain reductions in force as designated by us, the years of service multiplied by 1.5, plus (ii) four. The calculation of the

severance benefit payable to an employee, and the terms and conditions of the severance plan, are subject to change

from time to time.

Equity Plans

The 2019 Omnibus Incentive Stock Plan (the “Equity Plan”) governs all outstanding awards of restricted stock and RSUs.

The Equity Plan generally provides for accelerated vesting of awards upon a “change in control” if the plan is not

continued or assumed. Under the Equity Plan, even if one or both of these plans are continued or assumed, the awards

vest if the employee is terminated without “cause” or resigns for “good reason” within two years following a “change in

control” (each as described below). With respect to Market RSUs and Performance RSUs, if accelerated vesting occurs in

connection with a qualifying termination following of a change in control, then the payout amount is at the target award

amount. Our executive officers participate in the Equity Plan on the same terms as our other key employees. The

Compensation Committee believes that the “double-trigger” accelerated vesting of outstanding equity awards in

connection with a qualifying termination following a change in control is a customary and reasonable component of an

equity incentive program.

In general, an employee will forfeit any unvested LTI grants upon termination of employment for any reason other than

following a change in control. However, service-conditioned RSUs, but not Market RSUs or Performance RSUs, vest upon

retirement of the employee if the employee is at least 60 years of age and the sum of the employee’s whole years of age

plus whole years of service equals at least 65 (collectively, the “Rule of 65”). The Compensation Committee adopted the

Rule of 65 to provide a further incentive for long-term employment, as well as to recognize that RSUs are part of annual

compensation and, if an employee retires after satisfying certain age and service requirements, then he or she should get

the benefit of outstanding RSUs. With respect to Market RSUs and Performance RSUs, the Rule of 65 applies to waive

any continuing service requirement but does not waive any performance condition. Also, the Compensation Committee

did not adopt the Rule of 65 for restricted stock awards. The Compensation Committee believes that the benefits

available under the Rule of 65 are customary and reasonable components of our compensation program, and it retains

discretion to modify the terms and conditions applicable to the Rule of 65, including by applying it to restricted stock

awards. As of December 31, 2023, the only NEO that has satisfied the Rule of 65 is John S. McColl.

Change in Control Agreements

Each of our executive officers is a party to a Change in Control Severance Agreement (the “Change in Control

Agreement”), which provides the executive officer with benefits in the event that his or her employment is terminated

under certain circumstances following a change in control, often referred to as a “double trigger.” These agreements

have been in place since 2007 for those employees who were executive officers at that time. The Compensation

Committee believes that the cash severance and other benefits provided under the Change in Control Agreement are

customary and reasonable components of our compensation program that keep our executive officers focused on the

interests of the stockholders in the event of a potential strategic transaction.

Executive Compensation 70

Each of our executive officers is party to a Change in Control Agreement that includes a “net best” provision instead of a

tax gross-up provision. Our Change in Control Agreements also include non-competition clauses that prohibit the

executive officer (without the prior written consent of the Company) to compete with the “Company’s Business” within a

15 mile radius of any of the Company’s projects for two years following termination of the executive officer’s

employment following a change in control, with the definition of Company’s Business being those activities related to

commercial office properties.

Severance and benefits under each of the Change in Control Agreements is subject to a “Protective Covenant

Agreement” and a “Change in Control Severance Agreement Waiver and Release.” If the executive officer declines to

enter into either the Protective Covenant Agreement or the Change in Control Severance Agreement Waiver and

Release then the executive officer would forfeit his or her severance benefit.

TAX IMPLICATIONS OF EXECUTIVE COMPENSATION

The Compensation Committee’s policy is to consider the tax treatment of compensation paid to our executive officers

while simultaneously seeking to provide our executives with appropriate rewards for their performance. For taxable years

commencing after 2017, Section 162(m) of the Internal Revenue Code, as amended (the “Code”), generally disallows a

tax deduction to public corporations for compensation of more than $1 million paid to any “covered employee.” To the

extent that compensation paid to our executive officers is subject to and does not qualify for deduction under Section

162(m), our Compensation Committee is prepared to exceed the limit on deductibility under Section 162(m) to the

extent necessary to establish compensation programs that we believe provide appropriate incentives and reward our

executives related to their performance.

Because we qualify as a REIT under the Code and generally distribute at least 100% of our net taxable income (excluding

any net capital gain) each year, we do not pay federal income tax. Accordingly, and based on the level of cash

compensation paid to our executive officers as a result of their services performed on behalf of our operating

partnership, the limitation on the federal tax deduction under Section 162(m) does not have a material impact on us.

ASSESSMENT OF COMPENSATION-RELATED RISKS

The Compensation Committee is responsible for overseeing the risks relating to the compensation policies and practices

affecting our executive officers on an ongoing basis. The Committee believes that, because of the following factors,

there is a low likelihood that our compensation policies and practices would encourage excessive risk-taking:

• our policies and programs are generally intended to encourage executives to focus on long-term objectives;

• overall compensation is maintained at levels that are competitive with the market;

• the mix of compensation rewards long-term performance with a significant at-risk component;

• annual cash bonuses for executives are linked to performance against goals in multiple categories, with specific

weightings, and each executive has target and maximum bonus opportunities;

• all equity awards are subject to multi-year vesting;

• executive officers are subject to minimum stock ownership and holding period guidelines, as well as limitations on

trading our securities, including prohibitions on hedging and pledging; and

• a clawback policy permits the Company to recoup compensation erroneously paid on the basis of financial results

that are subsequently restated.

71 COUSINS 2024 PROXY STATEMENT

COMPENSATION COMMITTEE REPORT

The Compensation Committee is responsible for, among other things, setting and administering the policies that govern

executive compensation, establishing the performance goals on which the compensation plans are based, and setting

the overall compensation principles that guide the committee’s decision-making. The Compensation Committee has

reviewed the Compensation Discussion and Analysis herein and discussed it with management. Based on the review and

the discussions with management, the Compensation Committee recommended to the Board of Directors that the

Compensation Discussion and Analysis be included in this 2024 proxy statement for filing with the SEC.

COMPENSATION & HUMAN CAPITAL COMMITTEE
R. Kent Griffin, Jr., Chair
Charles T. Cannada
Donna W. Hyland

The foregoing report should not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933 or Securities Exchange Act of 1934 (the “Acts”), except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed filed under the Acts.

Executive Compensation 72

SUMMARY COMPENSATION TABLE FOR 2023

The following table sets forth information concerning total compensation for our NEOs for 2023, 2022, and 2021.

	Year	Salary	Stock Awards (1)	Non-Equity Incentive Plan Compensation (2)	All Other Compensation (3)	Total
M. Colin Connolly	2023	$750,000	$4,602,915	$1,265,550	$37,956	$6,656,421
President and	2022	$730,000	$3,828,832	$978,419	$35,428	$5,572,679
Chief Executive Officer	2021	$700,000	$2,999,439	$1,072,890	$32,280	$4,804,609
Gregg D. Adzema	2023	$510,000	$1,459,483	$661,980	$37,723	$2,669,186
Executive Vice President and	2022	$494,000	$1,323,201	$509,314	$35,042	$2,361,557
Chief Financial Officer	2021	$475,000	$1,172,509	$560,025	$32,830	$2,240,364
Kennedy Hicks	2023	$427,000	$898,127	$526,534	$20,296	$1,871,957
Executive Vice President -	2022	$414,200	$675,669	$405,688	$18,910	$1,514,467
Chief Investment Officer and Managing Director	2021	$380,000	$545,358	$453,218	$17,736	$1,396,312
Richard G. Hickson IV (4)	2023	$442,000	$673,576	$516,344	$37,806	$1,669,726
Executive Vice President -	2022	$428,480	$619,357	$397,587	$35,428	$1,480,852
Operations	2021	$412,000	$545,358	$437,173	$32,605	$1,427,136
John S. McColl	2023	$422,000	$729,729	$520,638	$29,183	$1,701,550
Executive Vice President -	2022	$409,760	$619,357	$401,339	$27,774	$1,458,230
Development	2021	$394,000	$518,089	$418,073	$25,368	$1,355,530

(1) This column reflects the aggregate grant date fair value of restricted stock awards, Market RSUs, and Performance RSUs and service-conditioned

RSUs granted during the applicable year, computed in accordance with Financial Accounting Standards Board’s Accounting Standards

Codification Topic 718 (“ASC 718”).

For 2021, 2022, and 2023, the grant date fair value of the restricted stock awards and the Performance RSUs reflects the closing stock price on the

grant dates of February 1, 2021 ($32.55), January 31, 2022 ($38.56), and February 16, 2023 ($26.16), respectively. The grant date fair value of the

Market RSUs granted February 1, 2021 ($39.58), January 31, 2022 ($50.14) and February 16, 2023 ($33.80) reflect the fair market value per RSU

determined using a Monte Carlo valuation. Assuming the highest level of performance conditions are achieved for the Market RSUs and

Performance RSUs, resulting in 200% of those target RSUs being issued, the grant date values of all stock awards for 2023 would be as follows: Mr.

Connolly — $7,565,835 ; Mr. Adzema — $2,398,957 ; Ms. Hicks — $1,476,265 ; Mr. Hickson — $1,107,160 ; and Mr. McColl — $1,199,453 .

The actual amount ultimately realized by the NEO, if any, from a grant of restricted stock will depend upon the value of our common stock on the

vesting date.

For 2021, 2022, and 2023, the amount ultimately realized by the NEO, if any, from a grant of Market RSUs or Performance RSUs will depend on

the satisfaction of the market or performance conditions on the vesting date and the value of our stock on the settlement date.

(2) Except for noted in footnote 4 below, these amounts reflect the actual annual incentive cash award earned by the NEOs for the applicable year, as

determined by the Compensation Committee. For a description of the 2023 annual cash incentive award performance goals, see “Compensation

Discussion and Analysis” above.

(3) The components of All Other Compensation for 2023 are as set forth in the following table. In 2023, we did not provide any perquisites to our

NEOs above the reporting threshold.

73 COUSINS 2024 PROXY STATEMENT

	Retirement Savings Plan (A)	Insurance Premiums (B)	Total All Other Compensation
M. Colin Connolly	$9,900	$28,056	$37,956
Gregg D. Adzema	$9,900	$27,823	$37,723
Kennedy Hicks	$9,900	$10,396	$20,296
Richard G. Hickson IV	$9,900	$27,906	$37,806
John S. McColl	$9,900	$19,283	$29,183

(A) We maintain a Retirement Savings Plan for the benefit of all eligible employees. The Company makes automatic contributions to the plan equal

to 3% of eligible compensation, subject to a maximum contribution of $9,900 in 2023. The automatic contributions were made for all

employees, including our NEOs. Company automatic contributions vest in full after an employee has completed two years of service; thereafter

all Company contributions are fully vested. These benefits are in a qualified 401(k) plan and generally provided to participants upon retirement

but may be paid earlier in certain circumstances, such as death, disability, or termination of employment.

(B) This column reflects the portion of health, dental, life, disability, and accidental death insurance premiums paid by the Company on behalf of

the NEOs, together with the cost of the employee assistance/wellness program to which the Company subscribes and the health savings

account contributions made by the Company. All active employees (excluding temporary or seasonal employees) regularly scheduled to work

24 hours or more per week are eligible to participate in the Company benefit plans. We contribute to health savings accounts for the benefit of

all eligible employees, which are personal savings accounts funded with pre-tax dollars and used to pay for eligible health care expenses not

covered by insurance. The Company contributes annually into an employee’s health savings account based upon the successful completion of

wellness initiatives by the employee, subject to a maximum contribution of $1,000 in 2023. The contributions are available for all benefit-

eligible employees, including our NEOs.

(4) In connection with her 2018 hiring, Ms. Hicks Received an additional opportunity for a bonus award of $50,000 for 2021, which was not subject to

the performance multiplier for the annual performance-based bonus award for 2021, but was payable concurrently with the awards for that

performance period. No further payment will be due or is owed under this arrangement.

SUMMARY COMPENSATION TABLE FOR 2023 74

GRANTS OF PLAN-BASED AWARDS IN 2023

The following table sets forth information with respect to grants of plan-based awards to each of our NEOs during 2023.

	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) — Target ($)	Maximum ($)	Estimated Future Payouts Under Equity Incentive Plan Awards (in units) (2) — Threshold	Target	Maximum	Grant Date Fair Value of Stock Awards (4)
M. Colin Connolly
Annual Incentive Award (1)		$975,000	$1,462,500
Market RSUs (TSR) (2)	02/16/2023			23,039	65,826	131,652	$2,224,919
Performance RSUs (FFO) 2	02/16/2023			705	28,211	56,422	$738,000
Restricted Stock (3)	02/16/2023					62,691	$1,639,997
Gregg D. Adzema
Annual Incentive Award (1)		$510,000	$765,000
Market RSUs (TSR) (2)	02/16/2023			7,305	20,872	41,744	$705,474
Performance RSUs (FFO) 2	02/16/2023			224	8,945	17,890	$234,001
Restricted Stock (3)	02/16/2023					19,878	$520,008
Kennedy Hicks
Annual Incentive Award (1)		$405,650	$608,475
Market RSUs (TSR) (2)	02/16/2023			4,495	12,844	25,688	$434,127
Performance RSUs (FFO) 2	02/16/2023			138	5,505	11,010	$144,011
Restricted Stock (3)	02/16/2023					12,232	$319,989
Richard G. Hickson IV
Annual Incentive Award (1)		$397,800	$596,700
Market RSUs (TSR) (2)	02/16/2023			3,372	9,633	19,266	$325,595
Performance RSUs (FFO) 2	02/16/2023			103	4,128	8,256	$107,988
Restricted Stock (3)	02/16/2023					9,174	$239,992
John S. McColl
Annual Incentive Award (1)		$400,900	$601,350
Market RSUs (TSR) (2)	02/16/2023			3,653	10,436	20,872	$352,737
Performance RSUs (FFO) 2	02/16/2023			112	4,472	8,944	$116,988
Restricted Stock (3)	02/16/2023					9,939	$260,004

(1) These amounts reflect target annual incentive cash amounts for 2023 as set by the Compensation Committee. In accordance with the

Compensation Committee’s policies, there is no threshold amount set for this award. The maximum payout cannot exceed 150% of target.

(2) These rows show the potential number of RSUs that would vest pursuant to the Market RSUs and Performance RSUs at the end of the applicable

three-year performance period if the threshold, target, or maximum market or performance goals are satisfied, provided the NEO remains

continuously employed by us, or upon retirement if the NEO meets the Rule of 65. In addition, DEUs will be paid upon satisfaction of the vesting

conditions, if at all, on a cumulative, reinvested basis over the term of the award based on the number of RSUs which actually vest. See

“Compensation Discussion and Analysis – 2023 LTI Awards” for a description of the performance parameters for these Market RSUs and

Performance RSUs, and see “Compensation Discussion and Analysis – Severance Policy, Retirement, and Change in Control Agreements” for a

description of the effect of the Rule of 65 on these awards. Note that the threshold listed for Market RSUs reflects the resulting payout if the

minimum performance threshold of 30th percentile is satisfied (35% payout), and the threshold listed for Performance RSUs reflects the resulting

payout if the minimum performance threshold of greater than 60% of FFO target is satisfied (2.5% payout).

75 COUSINS 2024 PROXY STATEMENT

(3) This row represents shares of restricted stock granted in 2023 under our Equity Plan. The restricted stock granted February 16, 2023 as part of the

2023 LTI Awards vests ratably over three years on each anniversary of the grant date, provided the NEO has been continuously employed by us

through the applicable anniversary date. The restricted stock awards also receive dividends in an amount equal to all regular and special dividends

declared with respect to our common stock, payable concurrently with payment of such dividends to common stockholders.

(4) This column reflects the aggregate grant date fair value of restricted stock awards, Market RSUs, and Performance RSUs granted during 2023,

computed in accordance with ASC 718. The grant date fair value of the restricted stock awards and the Performance RSUs reflects the closing stock

price on the date of grant of February 16, 2023 ($26.16). The grant date fair value of the Market RSUs reflects the fair market value per RSU

determined using a Monte Carlo valuation ($33.80). Information about the assumptions used to value these awards can be found in Note 14 of

Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

The actual amount ultimately realized by the NEO, if any, from a grant of restricted stock will depend upon the value of our common stock on the

vesting date. The amount ultimately realized by the NEO, if any, from a grant of Market RSUs or Performance RSUs will depend on the satisfaction

of the market or performance conditions and the value of stock on the settlement date.

GRANT OF PLAN BASED AWARDS IN 2023 76

OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

The following table sets forth information with respect to all outstanding option and stock awards for each of our NEOs

on December 31, 2023.

	Stock Awards (1) — Number of Shares or Units of Stock that Have Not Vested (2)	Market Value of Shares or Units of Stock that Have Not Vested (3)	Equity Incentive Plan Awards: Number of Unearned Units that Have Not Vested (4)	Equity Incentive Plan Awards: Market Value of Unearned Units that Have Not Vested (5)
M. Colin Connolly	170,724	$4,157,124	146,941	$3,578,013
Gregg D. Adzema	61,044	$1,486,420	48,100	$1,171,235
Kennedy Hicks	31,750	$773,102	27,685	$674,130
Richard G. Hickson IV	28,346	$690,214	22,319	$543,468
John S. McColl	28,342	$690,131	23,466	$571,397

(1) See “Compensation Discussion and Analysis – Severance Policy, Retirement, and Change in Control Agreements” for a description of the effect of

the Rule of 65 on these awards.

(2) Includes shares earned from Market and Performance RSUs granted on February 1, 2021. These awards had a performance measurement period

of three years which ended December 31, 2023 with a settlement date of February 5, 2024. The Market and Performance RSUs each surpassed

the threshold. Therefore, as of December 31, 2023, the Market and Performance RSUs had been earned but not yet settled. These awards met the

criteria for an average weighted payout of 144.5%, which is reflected in the number of shares above, which settled in shares on February 5, 2024

at closing stock price value of $21.87 per share. The number of shares and the amount earned by each NEO upon settlement, as well as the cash

settled DEUs related to these shares, is as follows:

	Number of TSR- based RSUs	Number of FFO based RSUs	Cash Settled Dividend Equivalent Units	Total Amount Earned Upon Settlement
M. Colin Connolly	59,187	14,066	$ 293,923	$1,895,983
Gregg D. Adzema	23,137	5,499	$ 114,899	$741,167
Kennedy Hicks	10,762	2,558	$ 53,443	$344,742
Richard G. Hickson IV	10,762	2,558	$ 53,443	$344,742
John S. McColl	10,223	2,430	$ 50,769	$327,494

(3) Market value was calculated by multiplying the number of unearned unvested RSUs at year-end by our closing stock price on December 31, 2023

($24.35).

(4) Represents Market RSUs and Performance RSUs granted in 2022 and 2023, assuming that the target performance goals will be achieved for the

awards granted in 2022 and 2023. The performance period for these awards is incomplete and actual performance may vary. See Note 14 of

Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for an overview

of the features of these awards. See “Compensation Discussion and Analysis – Severance Policy, Retirement, and Change in Control Agreements”

for a description of the effect of the Rule of 65 on these awards.

(5) Market value was calculated by multiplying the number of unearned unvested RSUs at year-end by our closing stock price on December 31, 2023

($24.35). DEUs that may apply to these Market RSUs and Performance RSUs are not included.

77 COUSINS 2024 PROXY STATEMENT

STOCK VESTED IN 2023

The following tables set forth information concerning the amounts realized in 2023 upon the vesting of restricted stock

and RSUs. No options were held or exercised by any of our NEOs in 2023.

	Stock Awards — Number of Shares Acquired on Vesting (1)	Value Realized on Vesting (2)
M. Colin Connolly	91,386	$2,438,833
Gregg D. Adzema	50,373	$1,333,354
Kennedy Hicks	20,956	$553,903
Richard G. Hickson IV	25,197	$664,823
John S. McColl	24,663	$650,865

(1) The number of shares acquired upon vesting includes the following:

	Shares of Restricted Stock	Market and Performance RSUs (A)	Service RSUs (B)
M. Colin Connolly	30,273	61,113	—
Gregg D. Adzema	11,528	25,804	13,042
Kennedy Hicks	5,089	8,149	9,853
Richard G. Hickson IV	5,158	10,186	7,718
John S. McColl	5,056	10,186	9,422

(A) This represents the Market and Performance RSUs granted in 2020 and settled in 2023. The Market and Performance RSUs met the criteria

for an average weighted payout of 163.8%, which is reflected in the number of shares above. The number of shares also includes the DEUs

earned by each NEO upon vestingwhich were settled in shares.

(B) This represents service-conditioned RSUs, including related DEUs, granted to Ms. Hicks, and Messrs. Adzema, Hickson, and McColl on

December 23, 2019. These 2019 service-conditioned RSUs vested on February 3, 2023. Both the RSUs and DEUs were cash-settled.

(2) The value shown includes amounts based on the following: i) for Market and Performance RSUs granted in 2020, the shares delivered upon

settlement on February 6, 2023 at $26.41 per share; ii) for the cash-settled service-conditioned RSUs granted in 2019, the trailing 30-day average

closing market price of our common stock of $25.91 per share on the February 3, 2023 vesting dated; and iii) for restricted shares, the closing

market price of our common stock of $27.42, $27.18, and $27.07 that vested on January 31, 2023, February 1, 2023, and February 3, 2023,

respectively. If the vesting date is not an NYSE trading day, the prior trading day’s closing price is used.

STOCK VESTED IN 2023 78

POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT OR CHANGE IN CONTROL

Each of our executive officers is a party to a Change in Control Agreement, as described in “Compensation Discussion

and Analysis — Severance Policy, Retirement, and Change in Control Agreements.” Under the Change in Control

Agreements, each NEO will be provided severance benefits (which are in lieu of the general severance benefits

described in the above-referenced section), but only in the event that (1) a “change in control” occurs and (2) during the

two-year period thereafter, the NEO’s employment is terminated without “cause” (discussed below) or the NEO resigns

for “good reason” (discussed below). The severance benefit is payable in a lump sum six months and one day after

termination. For Mr. Connolly, we have agreed to pay an amount equal to 3.00 times the sum of his annual base salary

plus his average cash bonus. For each of Messrs. Adzema, Hickson, and McColl and Ms. Hicks, we have agreed to pay an

amount equal to 2.00 times the sum of his or her annual base salary plus his or her average cash bonus.

For purposes of determining the severance benefit under the Change in Control Agreements, “annual base salary” is the

NEO’s annual base salary in effect on the day before the NEO’s employment terminates in connection with the change in

control. The “average cash bonus” is the sum of the annual cash bonuses that were paid to the NEO during the three

years immediately prior to the date the NEO’s employment terminates in connection with the change in control, divided

by the number of annual cash bonuses the NEO was eligible to receive during such period. The table below assumes a

triggering event occurred on December 31, 2023 (prior to the vesting of the 2021 Market RSUs or the 2021 Performance

RSUs). The annual base salary is the salary in effect for 2023, and the average bonus is based on the annual cash

incentive awards actually paid in 2021, 2022 and 2023 (such annual cash incentive awards relate to the performance

during the prior calendar year).

The terms of each Change in Control Agreement are substantially identical and are summarized as follows:

Health Benefits – The Change in Control Agreement provides that we will continue to provide the NEO with health

benefits for two years, either under our plan, an outside plan, or by reimbursing the premiums paid by the NEO for

outside coverage.

Change in Control – Under the Change in Control Agreement, a “change in control” generally means that any one of

the following events occurs:

• A person (or group) acquires, directly or indirectly, the beneficial ownership representing 30% or more of the

combined voting power for the election of Directors of the outstanding securities of the Company, subject to certain

exceptions;

• A majority of the Board changes during a two-year period (unless the new Directors were elected by two-thirds of

the Board members that were members on the first day of the two-year period);

• Stockholders approve our dissolution or liquidation;

• The sale or other disposition of all or substantially all of our assets, subject to certain exceptions; or

• In certain situations, a consolidation, merger, reorganization, or business combination involving us or our acquisition

of the assets or stock in another entity.

Cause – The Change in Control Agreement defines “cause” generally as any felony or any act of fraud, misappropriation,

or embezzlement or any material act or omission involving malfeasance or gross negligence in the performance of the

NEO’s duties to our material detriment.

79 COUSINS 2024 PROXY STATEMENT

Good Reason – The Change in Control Agreement defines “good reason” generally to mean:

• a reduction in the NEO’s annual base salary or eligibility to receive any annual bonuses or other incentive

compensation;

• a significant reduction in the scope of the NEO’s duties, responsibilities, or authority or a change in the NEO’s

reporting level by more than two levels (other than mere change of title consistent with organizational structure);

• a transfer of the NEO’s primary work site more than 35 miles from the then current site; or

• failure to continue to provide to the NEO health and welfare benefits, deferred compensation benefits, executive

perquisites, stock options, and restricted stock grants (or RSU grants) that are in the aggregate comparable in value

to those provided immediately prior to the change in control.

Protective Covenant Agreement and Waiver and Release – In order to receive the benefits of the Change in Control

Agreement, an NEO must enter into a “Protective Covenant Agreement” and a “Change in Control Severance

Agreement Waiver and Release.” If the NEO declines to enter into either the Protective Covenant Agreement or the

Change in Control Severance Agreement Waiver and Release then the NEO would forfeit his or her severance benefit.

• The Protective Covenant Agreement generally provides that the NEO will protect certain of our interests in

exchange for the payment. In particular, the Protective Covenant Agreement provides that the NEO will not, during

a “protection period,” (1) compete with our then existing projects, (2) solicit any business from any of our customers,

clients, tenants, buyers, or sellers that he or she had contact with during the preceding three years while employed,

and (3) solicit any of our employees that he or she had personal contact with during his or her employment with us.

For this purpose, the “protection period” is generally two years or, if shorter, the number of years used as a

multiplier to determine the executive’s change in control benefit.

• The Change in Control Severance Agreement Waiver and Release is a standard release that is required for all

employees to receive any severance benefits from us and provides, in particular, that the NEO waives any and all

claims against us and also covenants not to sue or to disparage us.

Tax Protection – None of our NEOs are entitled to a gross-up payment pursuant to the Change in Control Agreements

that they have entered into with us, but their agreements do have a “best net” provision that reduces payment to the

applicable NEO if excise taxes would otherwise be triggered, to the extent that such a reduction results in a greater

after-tax amount for the NEO.

The following table shows the potential payments to the NEOs upon a termination of employment under various

scenarios, assuming that the triggering event occurred on December 31, 2023 (prior to the vesting of the 2021 Market

RSUs or the 2021 Performance RSUs). The table does not include a severance benefit payable generally to all salaried

employees following termination of employment other than for cause, in an amount equal to the employee’s weekly pay

times the sum of (i) the number of his or her years of service or, alternatively, in the context of certain reductions in force

as designated by the Company, the years of service multiplied by 1.5, plus (ii) four. The Change in Control Severance

Agreement Waiver and Release required to be signed by an NEO as a condition to receive the benefits of the Change in

Control Agreement includes a waiver of eligibility to participate in this general employee severance plan. No NEO will

be able to receive benefits under both the general severance plan and the Change in Control Agreement, and

circumstances shall determine whether either of the two is applicable. Additionally, the table does not include the

benefits under the “Rule of 65,” which addresses the impact upon unvested LTI when a key employee (including any

NEO) retires, because the Rule of 65 does not result in acceleration of any LTI (it merely waives the service requirement

that would otherwise be applicable to vesting of the Market RSUs and Performance RSUs).

POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT, OR CHANGE IN CONTROL 80

	Cash (1)	Accelerated Vesting of Restricted Stock (2)	Accelerated Vesting of Market RSUs and Performance RSUs ( 3)	Health and Welfare Benefits	Total (4)
M. Colin Connolly
• Voluntary resignation, termination without cause or termination for cause not in connection with a change in control	—	—	—	—	—
• Involuntary or good reason termination following change in control	$5,074,809	$2,373,395	$4,812,339	$54,385	$12,314,928
• Death	—	$2,373,395	$4,812,339	—	$7,185,734
Gregg D. Adzema
• Voluntary resignation, termination without cause or termination for cause not in connection with a change in control	—	—	—	—	—
• Involuntary or good reason termination following change in control	$2,002,059	$789,135	$1,653,755	$53,920	$4,498,869
• Death	—	$789,135	$1,653,755	—	$2,442,890
Kennedy Hicks
• Voluntary resignation, termination without cause or termination for cause not in connection with a change in control	—	—	—	—	—
• Involuntary or good reason termination following change in control	$1,544,996	$448,771	$898,564	$19,065	$2,911,396
• Death	—	$448,771	$898,564	—	$1,347,335
Richard G. Hickson IV
• Voluntary resignation, termination without cause or termination for cause not in connection with a change in control	—	—	—	—	—
• Involuntary or good reason termination following change in control	$1,650,627	$365,883	$767,902	$54,085	$2,838,497
• Death	—	$365,883	$767,902	—	$1,133,785
John S. McColl
• Voluntary resignation, termination without cause or termination for cause not in connection with a change in control	—	—	—	—	—
• Involuntary or good reason termination following change in control	$1,580,052	$382,027	$784,606	$36,840	$2,783,525
• Death	—	$382,027	$784,606	—	$1,166,633

81 COUSINS 2024 PROXY STATEMENT

(1) Represents cash payments pursuant to Change in Control Agreement.

(2) These amounts represent the value of unvested restricted stock as of December 31, 2023. The amounts were calculated by multiplying the

number of unvested restricted shares at year-end by the closing stock price on December 31, 2023 ($24.35).

(3) These amounts represent the value of unvested Market RSUs and Performance RSUs as of December 31, 2023. These Market RSUs and

Performance RSUs were granted in 2023, 2022, and 2021 and vest at the target award level upon a change in control. The amounts were

calculated by multiplying the number of unvested RSUs at year-end by the closing stock price on December 31, 2023 ($24.35). DEUs that may

apply to these Market RSUs and Performance RSUs are not included.

(4) None of the NEOs are entitled to a gross-up payment pursuant to their Change in Control Agreements, but they do have the benefit of “best

net” provisions. The calculations above do not take into account any initial excise tax applicable to any executive as a result of application of

Section 280(G) of the Internal Revenue Code, or whether the “best net” provision would result in a reduction of an executive’s cash severance.

POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT, OR CHANGE IN CONTROL 82

PAY VS PERFORMANCE

As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship

between executive compensation and our financial performance for each of the last three completed calendar years. In

determining the “compensation actually paid” (“CAP”) to our NEOs, we are required to make various adjustments, as

summarized below, to amounts that have been previously reported in the Summary Compensation Table (“SCT”), as the

SEC’s valuation methods for stock compensation in this section differ from those required in the SCT. The table below

summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted

values required in this section for the 2023, 2022, 2021, and 2020 calendar years.

Year	SCT Total for PEO (1)	CAP to PEO (2)	Average SCT Total for Non-PEO NEOs (1)	Average CAP to Non-PEO NEOs (2)	Value of Initial Fixed $100 Investment Based On (3):		Net Income (in thousands) (4) (5)	FFO Per Share (5) (6)
					Cousins TSR	Peer Group TSR
2023	$ 6,656,421	$ 7,106,946	$ 1,978,105	$ 2,123,193	$ 70.05	$ 63.34	$ 83,816	$ 2.62
2022	$ 5,572,678	$ 2,819,861	$ 1,703,776	$ 983,204	$ 68.67	$ 62.07	$ 167,445	$ 2.72
2021	$ 4,804,609	$ 6,911,912	$ 1,604,836	$ 2,155,707	$ 105.10	$ 99.51	$ 278,996	$ 2.75
2020	$ 3,907,620	$ 3,832,536	$ 1,347,759	$ 1,288,015	$ 85.24	$ 81.56	$ 238,114	$ 2.78

(1) Amounts reflect total compensation reported in the SCT for our principal executive officer (the “PEO”), M. Colin Connolly , and an average of total

compensation reported in the SCT for our four other non-PEO NEOs for each applicable year. The non-PEO NEOs in each of the 2023, 2022, and

2021 periods were Gregg D. Adzema, Kennedy Hicks, Richard G. Hickson IV, and John S. McColl. The non-PEO NEOs for the 2020 period were

Gregg D. Adzema, Pamela F. Roper, Richard G. Hickson, and John S. McColl.

(2) Amounts reflect CAP as computed in accordance with SEC rules. Stock compensation in the SCT is reflective of the grant date fair value of awards

granted in the respective years. See tables below for the detail of the adjustments made to SCT in calculation of CAP. The Company does not

maintain a defined benefit pension plan, so no pension adjustments were made. The CAP reflected below does not reflect the actual amount of

compensation delivered to our NEOs during the applicable year as it includes changes in the value of stock compensation for awards which

remained unvested at the end of the applicable year.

83 COUSINS 2024 PROXY STATEMENT

PEO Reconciliation of SCT to CAP:	2023	2022	2021	2020
SCT Total for PEO	$ 6,656,421	$ 5,572,678	$ 4,804,609	$ 3,907,620
PEO Adjustments: (A)
Remove stock compensation included in SCT	( 4,602,915 )	( 3,828,832 )	( 2,999,439 )	( 2,403,537 )
Add Fair value of awards granted in year and unvested as of year-end	4,478,060	2,713,764	4,002,325	2,253,804
Add (subtract) changes in fair value from prior year-end to current year-end of awards granted prior to year that were unvested as of year-end	131,326	( 1,860,649 )	904,595	( 62,185 )
Add (subtract) changes in fair value from prior year-end to current vesting date for awards that vested during the year (B)	329,666	( 45,565 )	( 12,480 )	13,772
Add Dividends Paid on Unvested Awards (C)	114,388	268,465	212,302	123,062
Total Adjustments	450,525	( 2,752,817 )	2,107,303	( 75,084 )
CAP to PEO	$ 7,106,946	$ 2,819,861	$ 6,911,912	$ 3,832,536

Non-PEO Reconciliation of SCT to CAP:	2023	2022	2021	2020
Average SCT Total for Non-PEO NEOs	$ 1,978,105	$ 1,703,776	$ 1,604,836	$ 1,347,759
Non-PEO NEO Adjustments: (A)
Remove stock compensation included in SCT	( 940,229 )	( 809,396 )	( 695,329 )	( 580,853 )
Add Fair value of awards granted in year and unvested as of year-end	912,631	573,678	917,167	544,666
Add (subtract) changes in fair value from prior year-end to current year-end of awards granted prior to year that were unvested as of year-end	32,869	( 533,304 )	266,850	( 85,122 )
Add (subtract) changes in fair value from prior year-end to current vesting date for awards that vested during the year (B)	115,671	( 11,274 )	3,186	8,509
Add Dividends Paid on Unvested Awards (C)	24,146	59,724	58,997	53,056
Total Adjustments	145,088	( 720,572 )	550,871	( 59,744 )
Average CAP to Non-PEO NEOs	$ 2,123,193	$ 983,204	$ 2,155,707	$ 1,288,015

(A) In calculating the necessary adjustments to the SCT, fair values of equity awards were determined as follows:

• The fair value of the Market RSUs settled in company shares reflects the fair market value per RSU determined using a Monte Carol valuation as

of December 31 for each respective year, with the exception of the December 31, 2023 value of the 2021 grant, which is based on the closing

share price of Cousins Common Stock times the completed achievement of 166.8% of this award.

• The fair value of the Performance RSUs settled in company shares reflects the closing price of Cousins Common Stock as of December 31, for

each respective year multiplied times the shares to be awarded upon vesting (using the most probable outcome of the performance condition

for performance based awards).

• The fair value of the Service, Performance, and Market Based RSUs settled in cash, reflects the average of the closing price of Cousins Common

Stock of each trading day in the 30 day period ending on December 31 for each respective year or the vesting date (for awards that vested

during the year at a date other than year end) times the shares awarded or to be awarded upon vesting (using the most probable outcome of

the performance or market condition for performance and market based awards.)

• The fair value of restricted stock reflects the closing price of Cousins Common Stock as of December 31, for each respective year multiplied

times the number of shares outstanding or, for awards that vested during the year, the closing price of Cousins Stock as of the vesting date

multiplied by the number of shares that vested.

(B) This is inclusive of RSUs with a three-year performance measurement period that ended on December 31 of the prior year, but were not settled

until the subsequent February.

(C) Our restricted stock award recipients, including our NEOs, receive dividend payments on restricted stock prior to vesting. These amounts reflect

the dividends actually paid with respect to unvested restricted stock in the applicable year.

(3) Our TSR Peer Group are members of the FTSE Nareit Equity Office Index for the entirety of the respective performance periods. As shown in the

chart below, the calculated CAP for both the PEO and the Non-PEO NEOs is correlated with the Company’s TSR for each of the years set forth in

the table above, which begins with an initial fixed $100 investment on December 31, 2019. This is due primarily to the Company’s use of equity

awards in the long-term incentive compensation plan, which results in the alignment of the value of our executives’ outstanding and unvested

awards with shareholders’ interests. As described in detail in the Compensation Discussion and Analysis beginning on page 60, the value of the

awards issued under our long-term incentive compensation program are directly linked to stock price and represent a substantial portion of our

NEOs’ compensation which serves to align our executives’ interests with our shareholders’ interests. The impact of equity incentive compensation is

greater for the PEO’s CAP calculation because the portion of his compensation that is delivered in the form of equity incentives is greater than that

portion for the Non-PEO NEOs. During the covered years, the CAP to the PEO and the Non-PEO NEOs moved in the same direction as the

Company’s TSR.

PAY VS PERFORMANCE 84

(4) See the Company’s Consolidated Statements of Operations as presented in its Annual Report on Form 10-K Filed on February 7, 2024.

(5) The chart below shows the relationship between CAP (for both our PEO and Non-PEO NEOs) and two financial performance measures, Net Income

and FFO per share.

(6) The Company believes FFO per share represents its most important financial performance measure in setting pay-for-performance, other than TSR

and Net Income, for the most recently completed fiscal year. FFO per share represents 40% of our 2023 cash bonus program goals. In addition, the

cumulative three-year FFO per share is used to determine the shares to be awarded at the end of the three-year vesting period of our Performance-

based RSUs. See Appendix A for reconciliation from Net Income Available to Common Stockholders per share to FFO per share and further

discussion of these and other performance measures on page 55.

85 COUSINS 2024 PROXY STATEMENT

Tabular List of Financial Performance Measures

The following table identifies the most important financial performance measures used by our Compensation Committee

to link the CAP to our PEO and other NEOs to Company performances for the most recently completed fiscal year:

Performance Measures	Measurement Type
FFO per share	Non-GAAP financial measure
Leasing Activity Volume	Statistical / non-financial measure
Net Effective Rent	Statistical / non-financial measure

CEO PAY RATIO

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 401(u) of

Regulation S-K, we are providing the following information about the relationship of the annual total compensation of

our employees and the annual total compensation of our CEO. The pay ratio included in this information is a reasonable

estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

As permitted by SEC rules, we may identify our median employee for purposes of providing pay ratio disclosure once

every three years and calculate and disclose total compensation for that employee each year; provided that, during the

last completed fiscal year, there has been no change in the employee population or employee compensation

arrangements that we reasonably believe would result in a significant change to the prior CEO pay ratio disclosure. We

reviewed the changes in our employee population and employee compensatory arrangements and determined there

has been no change in our employee population or employee compensatory arrangements that would significantly

impact the pay ratio disclosure and thus require us to identify a new median employee. As a result, we are using the

same median employee as we did in the CEO pay ratio disclosure included in our proxy statement filed with the SEC on

March 15, 2023 . This median employee was identified as summarized below:

1. We determined that, as of December 31, 2022, our employee population consisted of 286 individuals with all of

these individuals located in the United States. This population consisted of our full-time employees; we had no part-

time or temporary employees nor any independent contractors on December 31, 2022.

1. To identify the “median employee” from our employee population, we compared the amount of salary and wages of

our employees as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2022.

In making this determination, we annualized the compensation of 49 full-time employees who were hired in 2022 but

did not work for us for the entire fiscal year.

1. We identified our median employee using this compensation measure, which was consistently applied to all our

employees included in the calculation. Since all our employees are located in the United States, as is our CEO, we

did not make any cost-of-living adjustments in identifying the “median employee.”

1. Once we identified our median employee, we combined all of the elements of our median employee’s

compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in an

annual total compensation of $121,447. The difference between such employee’s salary and wages and the

employee’s annual total compensation represents the value of such employee’s health care and welfare benefits

(estimated for the employee and such employee’s eligible dependents at $20,379), the Company’s automatic

contribution to the employee’s 401(k), and the value of annual incentive cash award (bonus) to such employee for the

2023 performance period.

1. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of

the 2023 Summary Compensation Table included on page 73 of this proxy statement.

CEO PAY RATIO 86

For 2023, our last completed fiscal year, the annual total compensation of the median employee of our company (taking

into account all employees other than our CEO, pursuant to the methodology described above), the annual total

compensation of our CEO (as reported in the Summary Compensation Table), and the resulting ratio is as set forth

below.

	CEO: Median Employee Pay Ratio
CEO Annual Total Compensation	$6,656,421
Median Employee Annual Total Compensation	$121,447
Pay Ratio	55:1

Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the

estimated ratio reported above should not be used as a meaningful basis for comparison between companies.

87 COUSINS 2024 PROXY STATEMENT

DIRECTOR COMPENSATION

Our non-employee Director compensation is intended to attract, retain, and appropriately compensate highly qualified

individuals to serve on our Board of Directors. The compensation for our non-employee Directors is determined by our

Board, after recommendation by the Compensation Committee, and it is reviewed periodically as appropriate. These

reviews include the engagement of the Compensation Committee’s compensation consultant, FPC, to evaluate and

provide counsel regarding the following: (1) review of compensation objectives; (2) analysis of trends in compensation in

the marketplace generally and among our peers specifically, utilizing the same peer group used for executive

compensation decisions, as discussed beginning on page 50; (3) comparison of our Director pay practices to those of

peers; and (4) recommendation of the components and amounts of compensation for our Directors.

For their service on the Board, our non-employee Directors receive cash compensation and an annual equity award. Our

CEO, who is also a Director, receives no additional compensation for his service on the Board.

We typically do not adjust our Director compensation program more frequently than every other year, and during the

eight year period from 2014-2021, the compensation targets were only adjusted twice. In April 2022, the Compensation

Committee engaged FPC to benchmark and review our compensation program and provide counsel as outlined above,

based on then-current information and practices. This analysis also reviewed the composition of the Director retainer

program and the stock ownership requirements. For purposes of making decisions regarding 2023 compensation, no

adjustments were made to the compensation structure approved by the Compensation Committee in connection with

the 2022 analysis and review discussed above.

The following table shows the amounts paid to our non-employee Directors in 2023 :

	2022 Director Retainer	2023 Director Retainer
Cash Retainer - Each Non-Employee Director	$75,000	$75,000
Equity Retainer - Each Non-Employee Director	$125,000	$125,000
Chair of Board Retainer	$50,000	$50,000
Chair of Audit Committee Retainer	$25,000	$25,000
Chair of Compensation & Human Capital Committee Retainer	$12,500	$12,500
Chair of Nominating & Governance Committee Retainer	$12,500	$12,500
Chair of Sustainability Committee Retainer	$12,500	$12,500

Consistent with our prior practice, the cash component of our Director retainers are paid on or about May 31st of each

year, but following at least two trading days after release of any material non-public information. With respect to the

equity component, each Director is granted a number of shares of common stock under the Equity Plan, based on the

average closing price of our common stock on May 31 or the next business day occurring thereafter. In addition, the

approved program continues to provide the option to our Directors to elect to receive all or a portion of the cash

retainers in stock, at a value equal to 95% of the market price on the issuance date.

For any Director joining the Board or assuming a chair role between annual meetings, the foregoing compensation is

generally prorated.

We pay or reimburse Directors for reasonable expenses incurred in attending Board and committee meetings. In 2023,

we did not provide any perquisites to our Directors above the reporting threshold.

We do not pay Directors any meeting fees.

DIRECTOR COMPENSATION 88

2023 COMPENSATION OF DIRECTORS

The following table shows the amounts paid to our non-employee Directors in 2023 .

	Cash Retainer	Chair Retainer	Total Fees Earned Paid in Cash or Stock (1)	Equity Retainer (2)	Incremental Value of Cash Retainer paid in Stock (3)	Total
Charles T. Cannada	$75,000	—	$75,000	$124,998	$3,963	$203,961
Robert M. Chapman	$75,000	$50,000	$125,000	$124,998	$6,592	$256,590
Scott W. Fordham	$75,000	$12,500	$87,500	$124,998	$4,610	$217,108
Lillian C. Giornelli	$75,000	—	$75,000	$124,998	$1,981	$201,979
R. Kent Griffin, Jr.	$75,000	$12,500	$87,500	$124,998	$4,610	$217,108
Donna W. Hyland	$75,000	$25,000	$100,000	$124,998	$5,277	$230,275
Dionne Nelson	$75,000	—	$75,000	$124,998	—	$199,998
R. Dary Stone	$75,000	$12,500	$87,500	$124,998	$4,610	$217,108

(1) Our Equity Plan provides that an outside Director may elect to receive our common stock in lieu of cash fees otherwise payable for services as a

Director. Under the Equity Plan, the price at which these shares are issued is equal to 95% of the market price on the issuance date. In 2023,

Mmes. Giornelli and Hyland and Messrs. Cannada, Chapman, Fordham, Griffin, and Stone elected to participate in this program. In lieu of some

or all of the cash fees shown in the table, the named Directors received shares of common stock as follows: Ms. Giornelli – 1,982; Ms. Hyland –

5,285; Mr. Cannada – 3,964; Mr. Chapman – 6,606; Mr. Griffin – 4,624; Mr. Fordham – 4,624; and Mr. Stone – 4,624. The value of the 5% discount

is reflected in the stock awards column.

(2) On May 31, 2023, each of Mmes. Giornelli, Hyland, and Nelson and Messrs. Cannada, Chapman, Fordham, Griffin, and Stone was granted 6,275

shares of common stock which vested immediately on the grant date. The grant date fair value reflected above is based on the closing stock price

on the grant date ($19.92).

(3) These amounts represent the incremental value of the 5% discount on stock received in lieu of cash fees.

89 COUSINS 2024 PROXY STATEMENT

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Our Compensation Committee currently consists of Ms. Hyland and Messrs. Cannada and Griffin. None of these

Directors has any interlocking relationships that are required to be disclosed in this proxy statement.

EQUITY C OMPENSATION PLAN INFORMATION

The Equity Plan governs our grants of restricted stock and RSUs. The table below provides details of our Equity Plan as

of February 26, 2024 . There were no options outstanding under the plan as of February 26, 2024. In addition, pursuant

to our 2021 Employee Stock Purchase Plan (the “ESPP”), eligible employees have the option of acquiring shares of the

Company’s common stock, at a 15% discount, subject to a maximum of 2,500 shares, during an offering period

commencing December 1 and ending on November 30.

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants, and Rights (Column A)	Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights (Column B)	Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column A) (Column C)
Equity compensation plans approved by the security holders	1,201,604 (1)	$18.68 (2)	4,267,000 (3)
Equity compensation plans not approved by the security holders	—	—	—
Total	1,201,604	$18.68	4,267,000
Tax Fees

(1) Includes 1,180,162 shares held for issuance under our Equity Plan for RSUs granted but not yet issued and 21,442 held for purchase under our ESPP

based on current offering period elections (with the shares allocated for such issuance reflecting 200% of the granted number of Market RSUs and

125% of the granted number of Performance RSUs, reflecting historical trends of performance achievement and resulting payout). Excludes 341,579

shares of unvested restricted stock, as those shares are reflected in the Company’s total shares issued and outstanding.

(2) The purchase price of shares to be acquired under the current ESPP plan year will be equal to 85% of the lower of the market price at the

beginning of the offering period at December 1, 2023 ($21.98) or at the end of the offering period at November 30, 2024.

(3) Includes 1,336,792 and 2,930,208 securities remaining available for future issuance under the Equity Plan and ESPP, respectively.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 90

Pay that reflects performance and alignment of pay with the long-term interests of our stockholders are key principles

that underlie our compensation program. In accordance with the Dodd-Frank Wall Street Reform and Consumer

Protection Act (the “Dodd-Frank Act”), and as required under Section 14A of the Exchange Act, stockholders have the

opportunity to vote, on an advisory basis, on the compensation of our NEOs. This is often referred to as a say-on-pay,

and provides you, as a stockholder, with the ability to cast a vote with respect to our 2023 executive compensation

programs and policies and the compensation paid to the NEOs as disclosed in this proxy statement through the

following resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the NEOs, as described in the

Compensation Discussion and Analysis section and in the compensation tables and accompanying narrative disclosure in

this proxy statement.”

• As discussed in the Compensation Discussion and Analysis section, the compensation paid to our NEOs reflects the

following goals of our compensation program:

• To provide overall compensation that is designed to attract and retain talented executives;

• To reward individual and corporate performance, while at the same time keeping in mind our accountability to

our stockholders; and

• To provide a meaningful portion of total compensation via equity-based awards, including awards that are

contingent upon future performance.

Although the vote is non-binding, the Compensation Committee will review the voting results. To the extent there is any

significant negative vote, we will consult directly with stockholders to better understand the concerns that influenced the

vote. The Compensation Committee will consider the constructive feedback obtained through this process in making

decisions about future compensation arrangements for our NEOs.

As required by the Dodd-Frank Act, this vote does not overrule any decisions by the Board and will not create or imply

any change to or any additional fiduciary duties of the Board.

Our Board of Directors recommends that you vote “FOR” the approval, on an advisory basis, of executive compensation.

PROPOSAL 2 -

ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

91 COUSINS 2024 PROXY STATEMENT

Our Audit Committee has appointed Deloitte & Touche, LLP (“Deloitte”), our independent registered public accounting

firm, to audit our consolidated financial statements for the year ending December 31, 2024 and to prepare a report on

this audit, subject to approval by the Audit Committee of the fee estimate and the audit plan for the period. A

representative of Deloitte will be present at the Annual Meeting, will be given the opportunity to make a statement if he

or she desires to do so, and will be available to respond to appropriate questions by our stockholders.

We are asking our stockholders to ratify the selection of Deloitte as our independent registered public accounting firm.

Although ratification is not required by our bylaws, the Board is submitting the selection of Deloitte to our stockholders

for ratification because we value our stockholders’ views on our independent registered public accounting firm and as a

matter of good corporate practice. In the event that our stockholders do not ratify the selection, it will be considered as

a direction to the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit

Committee in its discretion may select a different independent registered public accounting firm at any time during the

year if it determines that the change would be in the best interests of the Company and our stockholders.

Our Board of Directors recommends that you vote “FOR” the ratification of the appointment of the independent

registered public accounting firm.

SUMMARY OF FEES TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We retained Deloitte as our independent registered public accounting firm for the years ended December 31, 2023 and

1. Aggregate fees for services provided to us related to the fiscal years ended December 31, 2 023 and 2022 by

Deloitte were as follows:

Audit and Audit-related Fees	Audit fees - recurring	2023 — $ 862,100	2022 — $ 828,900
	Audit-related fees (a)	$ 47,795	$ 78,165
	Audit-related fees - non-recurring (b)	$ 67,000	$ 57,500
	Total Audit and Audit-related Fees	$ 976,895	$ 964,565
Tax Compliance and Preparation Fees
	Tax Compliance and Preparation Fees (C)	$ 382,715	$ 277,213
All Other Fees	Tax consulting (d)	$ 214,267	$ 193,526
	Tax fees - non-recurring (e)	$ 71,428	$ 127,441
	Total Other Non-Audit Fees	$ 285,695	$ 320,967

(a) Includes fees paid for audits of benefit plan and those required by lenders and joint ventures.

(b) Includes fees related to registration statements.

(c) Includes fees for tax compliance filings and additional compliance support work for tax returns and estimated tax payment planning.

(d) Includes fees for tax consultations related to routine transactions.

(e) Includes fees for non-routine transactions, such as services provided in connection with registration statements and certain acquisitions and

dispositions.

Audit Fees – These are fees for professional services performed for the audit of our annual financial statements and the

required review of quarterly financial statements and other procedures (including reviews of the purchase price allocation

of acquisitions and dispositions) to be performed by the independent registered public accounting firm to be able to

form an opinion on our consolidated financial statements. These fees also cover services that are customarily provided

by independent registered public accounting firms in connection with statutory and regulatory filings or engagements

and services that generally only the independent registered public accounting firm reasonably can provide, such as

services associated with filing registration statements, periodic reports, and other filings with the SEC.

PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 92

Audit-Related Fees – These are fees for assurance and related services that customarily are performed by independent

registered public accounting firms, such as due diligence related to acquisitions and dispositions, attestation services

that are not required by statute or regulation, internal control reviews, non-recurring agreed-upon procedures, and other

professional fees associated with transactional activity. These fees also include professional services performed for the

audit of our benefit plan and for the audit of certain subsidiaries and joint ventures, along with fees for certain

technology that supports audit activity.

Tax Fees –These are fees for all professional services performed by professional staff in our independent registered

public accounting firm’s tax division, except those services related to the audit of our financial statements. These include

fees for tax compliance filings, tax planning, and tax advice, including federal, state, and local issues. Services may also

include due diligence activities related to acquisitions and dispositions, attestation services that are not required by

statute or regulation, non-recurring agreed-upon procedures, and other professional fees associated with transactional

activity.

All Other Fees – These are fees for other permissible work performed that do not meet the above-described categories.

*Excludes all fees denoted as non-recurring services in the summary table.

As stated in its charter, the Audit Committee is responsible for pre-approving all audit and permissible non-audit services

provided by our independent registered public accounting firm. Pre-approvals are generally provided for no more than

one year at a time, typically identify the particular services or category of services to be provided, and are generally

subject to a dollar limit. The Audit Committee charter also provides that the Audit Committee may delegate to one or

more of its members the authority to pre-approve any audit or non-audit services to be performed by the independent

registered public accounting firm, provided that the approvals are presented to the Audit Committee at its next

scheduled meeting. Other than tax consulting, there were no other non-audit services provided by Deloitte to the

Company in 2023 or 2022. No services were approved by the Audit Committee pursuant to the waiver of pre-approved

provisions as set forth in applicable rules of the SEC.

93 COUSINS 2024 PROXY STATEMENT

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the Company’s financial reporting process and internal controls on behalf of the Board of

Directors. The Audit Committee operates under a written charter, the full text of which is available on the Investor

Relations page of the Company’s website at www.cousins.com.

Management has primary responsibility for financial statements and the reporting process, including the systems of

internal controls, and has represented to the Audit Committee that the Company’s 2023 consolidated financial

statements are in accordance with accounting principles generally accepted in the United States. In fulfilling its oversight

responsibilities, the Audit Committee reviewed the financial statements contained in the Company’s Quarterly Reports

on Form 10-Q, as well as the audited financial statements contained in the Company’s Annual Report on Form 10-K, and

discussed these financial statements with management and Deloitte, the Company’s independent registered public

accounting firm.

The Audit Committee reviewed with Deloitte the matters required to be discussed under Statement of Auditing

Standards No. 61, as amended (Codification of Statements on Auditing Standards, AU 380), as adopted by the Public

Company Accounting Oversight Board (“PCAOB”) in Rule 3200T, and other PCAOB standards, rules of the SEC, and

other applicable regulations related to the 2023 audit. The Audit Committee also received written disclosures and the

letter from Deloitte required by the PCAOB regarding Deloitte’s communications with the Audit Committee concerning

independence, and discussed with Deloitte its independence.

The Audit Committee met with Deloitte, with and without management present, to discuss the results of their

examinations, their evaluation of the Company’s internal controls, and the overall quality of the Company’s financial

reporting for 2023.

The Audit Committee also met with the Company’s internal audit department, with and without management present, to

discuss the results of their reviews and evaluations of the Company’s internal controls for 2023.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the

audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended

December 31, 2023 for filing with the SEC.

AUDIT COMMITTEE
Donna W. Hyland, Chair
Charles T. Cannada
Lillian C. Giornelli
Dionne Nelson

The foregoing report should not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Acts, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed filed under the Acts.

REPORT OF THE AUDIT COMMITTEE 94

CERTAIN TRANSACTIONS

In accordance with our Audit Committee Charter, our Audit Committee is responsible for reviewing and approving or

ratifying the terms and conditions of transactions between the Company and any Director or executive officer, or their

affiliates or family members. Our Ethics Code requires that all of our employees and Directors avoid conflicts of interest,

defined as situations where the person’s private interests conflict, or even appear to conflict, with the interests of the

Company as a whole. If an “Ethics Contact” (defined in our Ethics Code to be the Chair of the Nominating &

Governance Committee (for purposes of this section, the “Governance Committee”), or our General Counsel) believes

that a transaction or relationship would require approval or ratification by the Audit Committee, the Ethics Contact will

bring the transaction or relationship to the attention of the Audit Committee.

At least annually, each Director and executive officer completes a detailed questionnaire that asks questions about any

business relationship that may give rise to a conflict of interest and all transactions in which the Company is involved and

in which an executive officer, a Director, or a related person has a direct or indirect material interest. In addition, we

conduct a quarterly review to determine whether an executive officer, a Director, or a company employing a Director

engaged in transactions with us during the quarter.

The Governance Committee, as the successor to the Compensation, Succession, Nominating and Governance

Committee, which is composed of independent Directors, conducts an annual review of the information from the

questionnaire, evaluates related-party transactions (if any) involving the Directors and their related persons, including any

transaction that would require disclosure under Item 404(a) of Regulation S-K, and makes recommendations to the Board

regarding the independence of each Board member.

If a transaction arises during the year that may require disclosure as a related party transaction, information about the

transaction would be provided to the Audit Committee and the Governance Committee, as applicable, for review,

approval, or ratification of the transaction. No transaction has been entered into with any Director or executive officer

that does not comply with those policies and procedures. There were no related-party transactions since January 1, 2023

that would require disclosure under Item 404(a) of Regulation S-K.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers, Directors, and persons who own more than 10% of our

common stock to file certain reports with respect to their beneficial ownership of our stock. In addition, Item 405 of

Regulation S-K requires us to identify each reporting person who did not file a report on a timely basis as required by

Section 16(a) during the most recent fiscal year. Based solely on a review of these reports and written representations

from the Directors and executive officers, we believe that all Directors and executive officers complied with all Section

16(a) filing requirements for fiscal year 2023.

FINANCIAL STATEMENTS

Our Annual Report on Form 10-K for the year ended December 31, 2023, including audited financial statements, are

available on our websit e, www.cousins.com, or through the website www.proxyvote.com.

95 COUSINS 2024 PROXY STATEMENT

STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING OF STOCKHOLDERS

Pursuant to Rule 14a-8(e)(2) under the Exchange Act, a stockholder proposal submitted for inclusion in our proxy

statement for the 2025 annual meeting must be received by us by November 14, 2024, which is 120 days before the

anniversary of the date this proxy statement is released to stockholders in connection with the annual meeting. However,

pursuant to such Rule, if the 2025 annual meeting is held on a date that is earlier than March 24, 2025 or later than May

23, 2025, then a stockholder proposal submitted for inclusion in our proxy statement for the 2025 annual meeting must

be received by us a reasonable time before we begin to print and mail our proxy statement for the 2025 annual meeting.

Under our bylaws, a stockholder is eligible to submit director nominations and stockholder proposals outside the

processes of Rule 14a-8 if the stockholder is (1) of record at the time of such proposal and at the time of the annual

meeting and (2) entitled to vote at the annual meeting. The stockholder also must provide timely notice in proper written

form of the nomination or proposal to our Corporate Secretary. To be timely under our bylaws, we must receive advance

notice of the nomination or proposal no earlier than December 24, 2024, and no later than January 23, 2025; provided,

however, that if and only if the annual meeting is not scheduled to be held within a period that commences March 24,

2025 and ends May 23, 2025, such stockholder’s notice must be delivered by the later of (A) the tenth day following the

day of the public announcement of the date of the annual meeting or (B) the date which is ninety (90) days prior to the

date of the annual meeting. In no event shall any adjournment or postponement of an annual meeting or the

announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.

Stockholder nomination and proposals should be submitted to Corporate Secretary, Cousins Properties Incorporated,

3344 Peachtree Road NE, Suite 1800, Atlanta, Georgia 30326-4802. Stockholders who intend to solicit proxies in

reliance on the SEC’s universal proxy rule for nominations for election to the Board submitted under the advance notice

provisions of our bylaws must comply with the additional requirements of Rule 14a-19(b).

EXPENSES OF SOLICITATION

We will bear the cost of proxy solicitation. We have retained Okapi Partners LLC to assist in the solicitation of proxies for

the 2024 annual meeting at a fee of approximately $10,000, plus associated costs and expenses. In an effort to have as

large a representation at the meeting as possible, special solicitation of proxies may, in certain instances, be made

personally or by telephone, electronic mail, facsimile, or mail by one or more of our employees or by our proxy solicitor.

Upon request, we also will reimburse brokers, banks, nominees, and other fiduciaries for postage and reasonable clerical

expenses of forwarding the proxy materials to the beneficial owners of our stock.

INFORMATION ABOUT VOTING AND THE MEETING

SHARES OUTSTANDING

Stockholders owning Cousins Properties common stock at the close of business on February 26, 2024 (the “Record

Date”) may vote at the 2024 annual meeting and any postponements or adjournments of the meeting. As of the Record

Date 152,074,726 shares of Cousins Properties common stock were outstanding and is entitled to one vote on each

matter considered at the meeting.

ATTENDANCE AT THE MEETING

This year’s Annual Meeting will occur in person, and we are pleased to welcome back shareholders to this traditional

meeting format. The meeting will be followed by management remarks and a question and answer session. All

shareholders of record on February 26, 2024 are invited to participate in the meeting, including the ability to vote shares

during the meeting and ask questions in accordance with the rules of conduct for the meeting. These rules will be

available for review by all shareholders who attend in person and register their attendance. If there are any unavoidable

STOCKHOLDERS PROPOSALS FOR 2024 ANNUAL MEETING OF STOCKHOLDERS 96

issues in convening or hosting the meeting, we will promptly post information to our Investor Relations website,

www.cousins.com/investors, including information on when the meeting will be reconvened.

Please note that participation in the meeting may be limited due to the capacity of our meeting room, in which case

access to the meeting will be accepted on a first-come, first-served basis. Entry to the meeting will begin at 11:30 a.m.

and the meeting will begin promptly at 12:00 p.m. local time.

VOTING

How to Vote. Stockholders have a choice of voting over the internet, by telephone, or by using a traditional proxy card.

• To vote over the internet, go to at www.proxyvote.com, and follow the instructions there. You will need the 16 digit

number included on your proxy card, voter instruction form, or notice.

• To vote by telephone, registered stockholders should dial 1-800-690-6903 and follow the instructions. Beneficial

owners should dial the phone number listed on their voter instruction form. They will need the 16 digit number

included on their proxy card, voter instruction form, or notice.

• If you received a notice and wish to vote by traditional proxy card, you can receive a full set of materials at no charge

through one of the following methods:

• By Intern et: www.proxyvote.com

• By Telephone: 1-800-579-1639

• By E-Mail: sendmaterial@proxyvote.com (your email should contain the 16 digit number in the subject line)

If you are the beneficial owner of shares held in street name, you should refer to the voting instructions provided by your

brokerage firm, bank, or other holder of record. Beneficial owners may also attend and vote online during the annual

meeting. We encourage you to vote your proxy by internet, telephone, or mail prior to the meeting, even if you plan to

attend the annual meeting.

To facilitate timely delivery, request the materials on or before April 9, 2024.

Deadline for Voting. The deadline for voting by telephone or electronically is 11:59 p.m. Eastern Time, on April 22, 2024.

Proxies Submitted but not Voted. If you properly sign and return your proxy card or complete your proxy via the

telephone or internet, your shares will be voted as you direct. If you sign and return your proxy but do not specify how

you want your shares voted, they will be voted FOR the election of all nominees for Director as set forth under “Election

of Directors,” FOR the advisory vote on executive compensation, and FOR the ratification of the appointment of the

independent registered public accountants.

Revocation of Proxies. You may revoke your proxy and change your vote at any time before the close of balloting at the

annual meeting by submitting a written notice to the Corporate Secretary, by submitting a later dated and properly

executed proxy (including by means of a telephone or internet vote), or by voting in person at the annual meeting.

Confirmation of Voting. From April 8, 2024 through June 23, 2024, you may confirm your vote beginning twenty-four

hours after your vote is received, whether it was cast by proxy card, electronically, or telephonically. To obtain vote

confirmation, log ont o www.proxyvote.com usin g the 16 digit number (located on your notice or proxy card). If you hold

your shares through a bank or brokerage account, the ability to confirm your vote may be affected by the rules of your

bank or broker and the confirmation will not confirm whether your bank or broker allocated the correct number of shares

to you.

97 COUSINS 2024 PROXY STATEMENT

Broker Voting. Under NYSE Rules, the proposal to approve the appointment of independent auditors is considered a

“discretionary” item. This means that brokerage firms may vote in their discretion on this matter on behalf of clients who

have not furnished voting instructions at least 10 days before the date of the meeting. In contrast, the election of

Directors, and the advisory vote on executive compensation are “non-discretionary” items. This means brokerage firms

that have not received voting instructions from their clients on these proposals may not vote on them. These so-called

“broker non-votes” will be included in the calculation of the number of votes considered to be present at the meeting

for purposes of determining a quorum, but will not be considered in determining the number of votes necessary for

approval and will have no effect on the outcome of the vote for Directors and the advisory vote on executive

compensation.

Results of Voting. We will file results with the SEC as required by applicable rules.

STOCK OWNERSHIP

Based on a review of filings with the SEC, the Company has determined that the following persons hold more than 5% of

the outstanding shares of Cousins Properties common stock.

Name and Address of Beneficial Owner	Shares	Percent of Class (1)
The Vanguard Group (2) 100 Vanguard Blvd. Malvern, PA 19355	22,896,977	15.09%
Blackrock, Inc. (3) 50 Hudson Yards New York, NY 10001	20,909,740	13.78%
Principal Real Estate Investors, LLC (4) 801 Grand Avenue Des Moines, IA 50392	8,963,241	5.91%
State Street Corporation (5) 1 Congress Street Boston, MA 02114-2016	8,470,794	5.58%
APG Asset Management US Inc. (6) 666 Third Avenue, 2nd Floor New Yor,k, NY 10017	8,064,093	5.32%

To our knowledge, except as noted above, no person or entity is the beneficial owner of more than 5% of the voting

power of the Company’s stock.

(1) The percent of class for each listed beneficial owner is based on the shares owned by such beneficial owner as of December 31, 2023, as set

forth in the respective beneficial owners’ filings with the SEC, and our shares outstanding as of February 26, 2024.

(2) According to filings with the SEC, Vanguard has sole voting power with respect to no shares, shared voting power with respect to 173,688

shares, sole dispositive power with respect to 22,561,798 shares, and shared dispositive power with respect to 335,179 shares.

(3) According to filings with the SEC, Blackrock has sole voting power with respect to 19,755,591 shares, shared voting power with respect to no

shares, sole dispositive power with respect to 20,909,740 shares, and shared dispositive power with respect to no shares.

(4) According to filings with the SEC, Principal has sole voting power with respect to no shares, shared voting power with respect to 8,963,241

shares, sole dispositive power with respect to no shares, and shared dispositive power with respect to 8,963,241 shares.

(5) According to filings with the SEC, State Street Corporation has sole voting power with respect to no shares, shared voting power with respect to

6,519,392 shares, sole dispositive power with respect to no shares, and shared dispositive power with respect to 8,455,694 shares.

(6) According to filings with the SEC, APG Asset Management US has sole voting power with respect to no shares, shared voting power with respect

to 8,064,093 shares, sole dispositive power with respect to no shares, and shared dispositive power with respect to 8,064,093 shares.

STOCK OWNERSHIP 98

The following table shows the amount of Cousins Properties common stock beneficially owned (unless otherwise

indicated) by current Directors, nominees, and NEOs and by Directors, nominees, and executive officers as a group. All

information is as of March 1 , 2024.

Directors, Nominees for Director and Named Executive Officers	Shares (1)	Restricted Stock (2)	Percent of Class (3)
Gregg D. Adzema	115,103	41,881	*
Charles T. Cannada	56,683 (4)		*
Robert M. Chapman	53,441		*
M. Colin Connolly	170,281	133,178	*
Scott W. Fordham	125,864 (5)		*
Lillian C. Giornelli	86,904 (6)		*
R. Kent Griffin, Jr.	58,942		*
Kennedy Hicks	25,860	25,901	*
Richard G. Hickson IV	37,330 (7)	19,877	*
Donna W. Hyland	51,870		*
John S. McColl	28,706	20,726	*
Dionne Nelson	12,624		*
R. Dary Stone	70,136		*
Total for all Directors and executive officers as a group (15 persons)	912,832 (8)	267,989	1.40%

(*) Less than 1% individually.

(1) Based on information furnished by the individuals named in the table. Includes shares for which the named person has sole voting or investment

power or shared voting or investment power with his or her spouse. Under SEC rules, more than one person may be deemed to be a beneficial

owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she has no beneficial

economic interest. Except as stated in the notes below, the persons indicated possessed sole voting and investment power with respect to all

shares set forth opposite their names. As of March 1, 2024, no options are outstanding and exercisable by Directors or executive officers. No

executive officer owns shares through the Company’s Retirement Savings Plan.

(2) Represents shares of restricted stock awarded to executive officers. The executive officers have the right to direct the voting of the shares of

restricted stock reflected in the table.

(3) Based on 152,074,664 shares of common stock issued and outstanding as of March 1, 2024.

(4) Excludes 203 shares owned by Mr. Cannada’s spouse, as to which Mrs. Cannada has sole voting power, and for which Mr. Cannada disclaims

beneficial ownership.

(5) Includes 1,937 shares owned by Mr. Fordham and his spouse, as to which Mr. Fordham shares voting and investment power.

(6) Includes 233 shares owned by Ms. Giornelli and her spouse, as to which Ms. Giornelli shares voting and investment power. Includes 1,874 shares

owned by Nonami Foundation, Inc., of which Ms. Giornelli and her spouse, as the sole trustees, share voting and investment power; 13,784

shares owned by The Cousins Foundation, of which Ms. Giornelli is one of four trustees who share voting and investment power; 9,443 shares

owned by TGC Partners LLP, a trust for which Ms. Giornelli is the sole trustee, with sole voting and investment power; and 4,280 shares owned

by TGC Partners II LLP, a trust for which Ms. Giornelli is the sole trustee, with sole voting and investment power.

(7) Includes 31,830 shares owned jointly by Mr. Hickson and his spouse, as to which Mr. Hickson shares voting and investment power.

(8) Includes 90,475 shares as to which Directors and executive officers share voting and investment power with others. Does not include 203 shares

owned by spouses and other affiliates of Directors and executive officers, as to which they disclaim beneficial ownership.

99 COUSINS 2024 PROXY STATEMENT

RECONCILIATION OF NET INCOME AVAILABLE TO COMMON STOCKHOLDERS
TO FUNDS FROM OPERATIONS
(in thousands, except per share amounts)
	Year Ended December 31, 2023			Year Ended December 31, 2022
	Dollars	Weighted Average Common Shares	Per Share Amount	Dollars	Weighted Average Common Shares	Per Share Amount
Net Income Available to Common Stockholders	$ 82,963	151,715	$ 0.55	$ 166,793	150,113	$ 1.11
Noncontrolling interest related to unit holders	14	25	—	143	25	—
Conversion of unvested restricted stock units	—	301	—	—	281	—
Net Income - Diluted	82,977	152,041	$ 0.55	166,936	150,419	$ 1.11
Depreciation and amortization of real estate assets:
• Consolidated properties	314,449	—	2.07	295,029	—	1.96
• Share of unconsolidated joint ventures	1,931	—	0.01	3,927	—	0.03
• Partners’ share of real estate depreciation	(1,070)	—	(0.01)	(794)	—	(0.01)
Loss (gain) on sale of depreciated properties:
• Consolidated properties	2	—	—	9	—	—
• Share of unconsolidated joint ventures	—	—	—	(81)	—	—
• Investment in unconsolidated joint ventures	—	—	—	(56,267)	—	(0.37)
Funds From Operations	$ 398,289	152,041	$ 2.62	$ 408,759	150,419	$ 2.72

	Year Ended December 31, 2021 — Dollars	Weighted Average Common Shares	Per Share Amount	Year Ended December 31, 2020 — Dollars	Weighted Average Common Shares	Per Share Amount
Net Income Available to Common Stockholders	$ 278,586	148,666	$ 1.87	$ 237,278	148,277	$ 1.60
Noncontrolling interest related to unit holders	56	25	—	315	297	—
Conversion of stock options	—	1	—	—	8	—
Conversion of unvested restricted stock units	—	199	—	—	54	—
Net Income - Diluted	278,642	148,891	$ 1.87	237,593	148,636	$ 1.60
Depreciation and amortization of real estate assets:
• Consolidated properties	287,469	—	1.93	287,960	—	1.94
• Share of unconsolidated joint ventures	9,674	—	0.06	8,740	—	0.06
• Partners’ share of real estate depreciation	(929)	—	(0.01)	(742)	—	—
Loss (gain) on sale of depreciated properties:
• Consolidated properties	(152,611)	—	(1.01)	(90,105)	—	(0.61)
• Share of unconsolidated joint ventures	39	—	—	(450)	—	—
• Investment in unconsolidated joint ventures	(13,083)	—	(0.09)	(44,578)	—	(0.31)
Impairment	—	—	—	14,829	—	0.10
Funds From Operations	$ 409,201	148,891	$ 2.75	$ 413,247	148,636	$ 2.78

APPENDIX A

APPENDIX A 100