DEF 14A of Cousins Properties Inc, Mar 14, 2024

DEF 14A of Cousins Properties Inc

Filed Mar 14, 2024 · FY20230000025232-24-000011

Open on EDGAR

  1. ELECTION OF DIRECTORS

    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.

  2. ELECTION OF DIRECTORS

    | | | | | | Board Committees | | | | | | | Name | Age | Director Since | Primary Occupation | 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 | | | | | |

  3. ELECTION OF DIRECTORS

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

  4. ELECTION OF DIRECTORS

    | PROXY SUMMARY | 16 |

  5. ELECTION OF DIRECTORS

    *

  6. GENERAL INFORMATION

    GENERAL INFORMATION

  7. GENERAL INFORMATION

    | GENERAL INFORMATION | 18 |

  8. GENERAL INFORMATION

    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.

  9. GENERAL INFORMATION

    | 19 | COUSINS 2024 PROXY STATEMENT |

  10. GENERAL INFORMATION

    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.

  11. GENERAL INFORMATION

    | GENERAL INFORMATION | 20 |

  12. GENERAL INFORMATION

    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.

  13. GENERAL INFORMATION

    | 21 | COUSINS 2024 PROXY STATEMENT |

  14. GENERAL INFORMATION

    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,

  15. GENERAL INFORMATION

    | GENERAL INFORMATION | 22 |

  16. GENERAL INFORMATION

    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.

  17. GENERAL INFORMATION

    | 23 | COUSINS 2024 PROXY STATEMENT |

  18. GENERAL INFORMATION

    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.

  19. GENERAL INFORMATION

    | ☑ | OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR | | 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. |

  20. GENERAL INFORMATION

    PROPOSAL 1 - ELECTION OF DIRECTORS

  21. GENERAL INFORMATION

    | PROPOSAL 1 – ELECTION OF DIRECTORS | 24 |

  22. GENERAL INFORMATION

    | 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. |

  23. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS

  24. PROPOSAL 1 – ELECTION OF DIRECTORS

    | 25 | COUSINS 2024 PROXY STATEMENT |

  25. PROPOSAL 1 – ELECTION OF DIRECTORS

    | 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. |

  26. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS

  27. PROPOSAL 1 – ELECTION OF DIRECTORS

    | PROPOSAL 1 – ELECTION OF DIRECTORS | 26 |

  28. PROPOSAL 1 – ELECTION OF DIRECTORS

    | 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. |

  29. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS

  30. PROPOSAL 1 – ELECTION OF DIRECTORS

    | 27 | COUSINS 2024 PROXY STATEMENT |

  31. SELECTION OF NOMINEES FOR DIRECTOR

    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.

  32. SELECTION OF NOMINEES FOR DIRECTOR

    | 37 | COUSINS 2024 PROXY STATEMENT |

  33. SELECTION OF NOMINEES FOR DIRECTOR

    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.

  34. SELECTION OF NOMINEES FOR DIRECTOR

    | PROPOSAL 1 – ELECTION OF DIRECTORS | 38 |

  35. EXECUTIVE SUMMARY

    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.

  36. COMPENSATION PRACTICES

    | 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. |

  37. COMPENSATION PRACTICES

    | 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. |

  38. COMPENSATION PHILOSOPHY AND COMPETITIVE POSITIONING

    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.

  39. COMPENSATION REVIEW PROCESS

    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

  40. COMPENSATION REVIEW PROCESS

    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:

  41. ROLE OF MANAGEMENT AND COMPENSATION CONSULTANTS

    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

  42. ROLE OF MANAGEMENT AND COMPENSATION CONSULTANTS

    | 51 | COUSINS 2024 PROXY STATEMENT |

  43. ROLE OF MANAGEMENT AND COMPENSATION CONSULTANTS

    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.

  44. 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. |

  45. COMPONENTS OF COMPENSATION

    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

  46. COMPONENTS OF COMPENSATION

    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.

  47. 2023 Target Opportunity

    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:

  48. 2023 Target Opportunity

    | | 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% |

  49. 2023 Performance Goals

    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:

  50. 2023 Performance Goals

    | Executive Compensation | 54 |

  51. 2023 Performance Goals

    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. 2. 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.

  52. 2023 Performance Goals

    | 55 | COUSINS 2024 PROXY STATEMENT |

  53. 2023 Performance Goals

    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. 3. 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. 4.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.

  54. 2023 Performance Goals

    | Executive Compensation | 56 |

  55. 2023 Performance Goals

    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.

  56. 2023 Performance Against Goals

    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.

  57. 2023 Performance Against Goals

    (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.

  58. 2023 Performance Against Goals

    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.

  59. 2023 LTI Awards

    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.

  60. 2023 LTI Awards

    | Executive Compensation | 60 |

  61. 2023 LTI Awards

    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:

  62. 2023 LTI Awards

    | | 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 |

  63. 2023 LTI Awards

    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:

  64. 2023 LTI Awards

    | | 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 |

  65. 2023 LTI Awards

    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

  66. 2023 LTI Awards

    | 61 | COUSINS 2024 PROXY STATEMENT |

  67. 2023 LTI Awards

    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.

  68. 2023 Market RSUs and Performance RSUs

    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

  69. 2023 Market RSUs and Performance RSUs

    | Executive Compensation | 62 |

  70. 2023 Market RSUs and Performance RSUs

    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.

  71. Evolution in Composition of Equity Awards

    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.

  72. Evolution in Composition of Equity Awards

    | 60% | Market RSUs | | | | | | 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 | |

  73. Restricted Stock Units

    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

  74. Restricted Stock Units

    | 63 | COUSINS 2024 PROXY STATEMENT |

  75. Restricted Stock Units

    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.

  76. Restricted Stock

    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.

  77. Stock Options

    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.

  78. Stock Options

    | Executive Compensation | 64 |

  79. Stock Options

    OTHER COMPENSATION ITEMS

  80. LTI Awards Granted in 2021

    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”):

  81. LTI Awards Granted in 2021

    | 65 | COUSINS 2024 PROXY STATEMENT |

  82. LTI Awards Granted in 2021

    | 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. | |

  83. LTI Awards Granted in 2021

    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:

  84. LTI Awards Granted in 2021

    | Executive Compensation | 66 |

  85. LTI Awards Granted in 2021

    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.

  86. BENEFITS AND PERQUISITES

    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.”

  87. INCENTIVE-BASED COMPENSATION RECOUPMENT OR “CLAWBACK” POLICY

    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.

  88. INCENTIVE-BASED COMPENSATION RECOUPMENT OR “CLAWBACK” POLICY

    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.

  89. General Severance Benefit for All Employees

    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.

  90. Equity Plans

    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.

  91. Change in Control Agreements

    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.

  92. Change in Control Agreements

    | Executive Compensation | 70 |

  93. Change in Control Agreements

    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.

  94. Change in Control Agreements

    | 71 | COUSINS 2024 PROXY STATEMENT |

  95. Change in Control Agreements

    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.

  96. Change in Control Agreements

    | COMPENSATION & HUMAN CAPITAL COMMITTEE | | R. Kent Griffin, Jr., Chair | | Charles T. Cannada | | Donna W. Hyland |

  97. Change in Control Agreements

    | 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. |

  98. Change in Control Agreements

    | Executive Compensation | 72 |

  99. SUMMARY COMPENSATION TABLE FOR 2023

    SUMMARY COMPENSATION TABLE FOR 2023 The following table sets forth information concerning total compensation for our NEOs for 2023, 2022, and 2021.

  100. SUMMARY COMPENSATION TABLE FOR 2023

    | | 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 |

  101. SUMMARY COMPENSATION TABLE FOR 2023

    (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.

  102. SUMMARY COMPENSATION TABLE FOR 2023

    | 73 | COUSINS 2024 PROXY STATEMENT |

  103. SUMMARY COMPENSATION TABLE FOR 2023

    | | 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 |

  104. SUMMARY COMPENSATION TABLE FOR 2023

    (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.

  105. SUMMARY COMPENSATION TABLE FOR 2023

    | SUMMARY COMPENSATION TABLE FOR 2023 | 74 |

  106. GRANTS OF PLAN-BASED AWARDS IN 2023

    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.

  107. GRANTS OF PLAN-BASED AWARDS IN 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards (in units)(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value of Stock Awards(4) | | | Grant Date | Target ($) | Maximum ($) | Threshold | Target | Maximum | | | | 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 |

  108. GRANTS OF PLAN-BASED AWARDS IN 2023

    (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).

  109. GRANTS OF PLAN-BASED AWARDS IN 2023

    | 75 | COUSINS 2024 PROXY STATEMENT |

  110. GRANTS OF PLAN-BASED AWARDS IN 2023

    (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.

  111. GRANTS OF PLAN-BASED AWARDS IN 2023

    | GRANT OF PLAN BASED AWARDS IN 2023 | 76 |

  112. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    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.

  113. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | 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 |

  114. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (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:

  115. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | 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 |

  116. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (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.

  117. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | 77 | COUSINS 2024 PROXY STATEMENT |

  118. STOCK VESTED IN 2023

    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.

  119. STOCK VESTED 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 |

  120. STOCK VESTED IN 2023

    (1) The number of shares acquired upon vesting includes the following:

  121. STOCK VESTED IN 2023

    | | 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 |

  122. STOCK VESTED IN 2023

    (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.

  123. STOCK VESTED IN 2023

    | STOCK VESTED IN 2023 | 78 |

  124. POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT OR CHANGE IN CONTROL

    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.

  125. POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT OR CHANGE IN CONTROL

    | 79 | COUSINS 2024 PROXY STATEMENT |

  126. POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT OR CHANGE IN CONTROL

    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).

  127. POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT OR CHANGE IN CONTROL

    | POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT, OR CHANGE IN CONTROL | 80 |

  128. POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT OR CHANGE IN CONTROL

    | | 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 |

  129. POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT OR CHANGE IN CONTROL

    | 81 | COUSINS 2024 PROXY STATEMENT |

  130. POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT OR CHANGE IN CONTROL

    (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.

  131. POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT OR CHANGE IN CONTROL

    | POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT, OR CHANGE IN CONTROL | 82 |

  132. PAY VS PERFORMANCE

    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.

  133. PAY VS PERFORMANCE

    | 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 |

  134. PAY VS PERFORMANCE

    (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.

  135. PAY VS PERFORMANCE

    | 83 | COUSINS 2024 PROXY STATEMENT |

  136. PAY VS PERFORMANCE

    | 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 |

  137. PAY VS PERFORMANCE

    | 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 |

  138. PAY VS PERFORMANCE

    (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.

  139. PAY VS PERFORMANCE

    | PAY VS PERFORMANCE | 84 |

  140. PAY VS PERFORMANCE

    (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.

  141. PAY VS PERFORMANCE

    | 85 | COUSINS 2024 PROXY STATEMENT |

  142. CEO PAY RATIO

    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. 2.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. 3.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.” 4.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. 5.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.

  143. CEO PAY RATIO

    | CEO PAY RATIO | 86 |

  144. CEO PAY RATIO

    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.

  145. CEO PAY RATIO

    | | CEO: Median Employee Pay Ratio | | CEO Annual Total Compensation | $6,656,421 | | Median Employee Annual Total Compensation | $121,447 | | Pay Ratio | 55:1 |

  146. CEO PAY RATIO

    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.

  147. CEO PAY RATIO

    | 87 | COUSINS 2024 PROXY STATEMENT |

  148. DIRECTOR COMPENSATION

    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:

  149. DIRECTOR COMPENSATION

    | | 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 |

  150. DIRECTOR COMPENSATION

    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.

  151. DIRECTOR COMPENSATION

    | DIRECTOR COMPENSATION | 88 |

  152. DIRECTOR COMPENSATION

    2023 COMPENSATION OF DIRECTORS The following table shows the amounts paid to our non-employee Directors in 2023.

  153. DIRECTOR COMPENSATION

    | | 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 |

  154. DIRECTOR COMPENSATION

    (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.

  155. DIRECTOR COMPENSATION

    | 89 | COUSINS 2024 PROXY STATEMENT |