DEF 14A of Eastgroup Properties Inc, Apr 11, 2025

DEF 14A of Eastgroup Properties Inc

Filed Apr 11, 2025 · FY20240000049600-25-000055

Open on EDGAR

  1. Director Nominee Biographical Information and Experience

    Director Nominee Biographical Information and Experience The biography of each director nominee below contains information regarding that person’s principal occupation, tenure with the Company, business experience, other director positions currently held or held at any time during the past five years, and the specific experience, qualifications, attributes or skills that led to the conclusion by the Board that such person should serve as a director of the Company.

  2. Director Nominee Biographical Information and Experience

    | Age 70 Gender Male Director Since 1999 INDEPENDENT Board Positions Audit Committee Investment Committee | | | | D. Pike Aloian Managing Director, Neuberger Berman | | | Skills •Accounting and Finance •Capital Markets •Public Company Board Experience •Real Estate Operations and Investment •Senior Leadership and Strategic Initiatives Mr. Aloian brings financial and investment experience, knowledge of capital markets and experience on the boards of other public and private companies to our Board. He plays a senior role in the on-going management of Almanac Realty Investors, LLC (“Almanac”), including the origination, structuring and management of Almanac’s capital investments to public and private real estate companies. He graduated from Harvard College and received an MBA from Columbia University Graduate School of Business, where he also served as an adjunct professor. Select Business Experience •Managing Director of Neuberger Berman, a New York-based investment management firm, since 2020 •Partner of Almanac and its predecessor entities through January 31, 2020, when the firm was acquired by Neuberger Berman •Serves as a member of the Almanac Investment Committee |

  3. Director Nominee Biographical Information and Experience

    | 14 | EastGroup Properties |

  4. Director Nominee Biographical Information and Experience

    | Age 68 Gender Male Director Since 2013 INDEPENDENT Board Positions Compensation Committee (Chairperson) Investment Committee | | | | H. Eric Bolton, Jr. Executive Chairman and Former Chief Executive Officer, Mid-America Apartment Communities, Inc. | | | Skills •Accounting and Finance •Capital Markets •Corporate Responsibility Matters •Public Company Board Experience •Real Estate Operations and Investment •Regulatory, Legal or Risk Management •Senior Leadership and Strategic Initiatives Mr. Bolton brings extensive public company business and real estate operating experience to the Board. He serves on the National Association of Real Estate Investment Trusts (“Nareit”) Executive Board. He received a BBA in Accounting from the University of Memphis and an MBA with a concentration in Finance and Real Estate from the University of North Texas. Select Business Experience •Executive Chairman of Mid-America Apartment Communities, Inc. (“MAA”) (NYSE: MAA), a real estate investment trust (“REIT”) that owns and operates apartment communities, since 2025 and served as Chief Executive Officer and Chairman of the Board of Directors of MAA from 2001 to 2025 and 2002 to 2025, respectively •Joined MAA in 1994 as Vice President of Development and was named Chief Operating Officer in February 1996 and promoted to President in December 1996; prior to that time, he was Executive Vice President and Chief Financial Officer of Trammell Crow Realty Advisors •Served on the Board of Directors of Interstate Hotels and Resorts, Inc. from 2008 to 2010 |

  5. Director Nominee Biographical Information and Experience

    | 2025 Proxy Statement | 15 |

  6. Director Nominee Biographical Information and Experience

    | Age 69 Gender Male Director Since 2017 INDEPENDENT Board Positions Chairman of the Board Compensation Committee Nominating and Corporate Governance Committee | | | | Donald F. Colleran Former President and Chief Executive Officer, FedEx Express | | | Skills •E-Commerce and Logistics •Public Company Board Experience •Regulatory, Legal or Risk Management •Senior Leadership and Strategic Initiatives Mr. Colleran’s global leadership positions provide broad experience and allow him to provide valuable insight to the Company and the Board regarding operational and strategic issues. He has served on the Board of Directors of ABM Industries (NYSE: ABM) since 2018 and as a Senior Advisor for Jefferies Financial Group Inc. since 2024. He received a BBA degree from the University of New Hampshire. Select Business Experience •President and Chief Executive Officer of FedEx Express from 2019 to 2023 and also served on the Strategic Management Committee of FedEx Corporation (“FedEx”), which sets the strategic direction for FedEx •Joined FedEx in 1989, where he served in a variety of leadership roles including Executive Vice President, Chief Sales Officer of FedEx from 2016 to 2019 and Executive Vice President, Global Sales of FedEx Services from 2006 to 2016 |

  7. Director Nominee Biographical Information and Experience

    | 16 | EastGroup Properties |

  8. Director Nominee Biographical Information and Experience

    | Age 67 Gender Male Director Since 2022 INDEPENDENT Board Positions Compensation Committee Nominating and Corporate Governance Committee | | | | David M. Fields Senior Advisor and Former Executive Vice President, Chief Administrative Officer and General Counsel, Sunset Development Company | | | Skills •Public Company Board Experience •Real Estate Operations and Investment •Regulatory, Legal or Risk Management •Senior Leadership and Strategic Initiatives •Corporate Responsibility Matters Mr. Fields has more than 30 years of experience leading multiple disciplines for major companies with large-scale branded real estate. He brings to our Board his extensive background in strategic planning, executive leadership, legal and compliance matters, technology and human resources with prior profit and loss statement responsibility. He has served on the board of directors of CBL & Associates Properties, Inc. (NYSE: CBL), since 2021, where he is the chairman of the Nominating and Corporate Governance Committee and is a member of the Compensation Committee. He also serves as a Senior Advisor to Sunset Development Company (“Sunset”) since 2025. He received a BA degree from Yale University and a Juris Doctor degree from Harvard Law School. Select Business Experience •Served, from 2014 to 2025, as Executive Vice President, Chief Administrative Officer and General Counsel of Sunset, the San Ramon, California-based developer, owner and manager of Bishop Ranch, home to 400 businesses, along with retail, entertainment and planned residential •Executive Vice President and Chief Administrative Officer of Bayer Properties in Birmingham, Alabama from 2006 to 2013 •Served as counsel to the industrial and retail divisions at the Irvine Company in Newport Beach, California prior to becoming Vice President and General Counsel of Irvine Company Retail Properties |

  9. Director Nominee Biographical Information and Experience

    | 2025 Proxy Statement | 17 |

  10. Director Nominee Biographical Information and Experience

    | Age 62 Gender Male Director Since 2016 Board Positions Investment Committee (Chairperson) | | | | Marshall A. Loeb Chief Executive Officer, President and Director, EastGroup Properties, Inc. | | | Skills •Accounting and Finance •Capital Markets •Public Company Board Experience •Real Estate Operations and Investment •Senior Leadership and Strategic Initiatives Mr. Loeb has over 30 years of experience with publicly held REITs and brings real estate industry, finance, operations, development, and executive leadership expertise to the Board. He serves on the Board of Directors and Audit Committee of Lamar Advertising Company (Nasdaq: LAMR), an outdoor advertising REIT. Mr. Loeb serves on Nareit’s 2025 Executive Board and Governance Committee. He received a BS in Accounting and a Master of Tax Accounting degree from the University of Alabama, then earned a MBA from the Harvard Graduate School of Business. Select Business Experience •Rejoined the Company as President and Chief Operating Officer in March 2015 and named Chief Executive Officer and a director in January 2016 •Served as President and Chief Operating Officer of Glimcher Realty Trust, a former retail REIT, from 2005 to 2015 •Chief Financial Officer of Parkway Properties, Inc., a former office REIT, from 2000 to 2005 •Previously employed by the Company from 1991 to 2000, beginning as an intern and rising to senior vice president |

  11. Director Nominee Biographical Information and Experience

    | 18 | EastGroup Properties |

  12. Director Nominee Biographical Information and Experience

    | Age 67 Gender Female Director Since 2005 INDEPENDENT Board Positions Audit Committee (Chairperson) Nominating and Corporate Governance Committee | | | | Mary E. McCormick Former Executive Director, The Ohio State University Center for Real Estate | | | Skills •Accounting and Finance •Capital Markets •Corporate Responsibility Matters •Public Company Board Experience •Real Estate Operations and Investment •Regulatory, Legal or Risk Management •Senior Leadership and Strategic Initiatives Ms. McCormick brings extensive experience in real estate, capital markets, and corporate governance to our Board. She held a number of leadership positions for a variety of national and regional real estate associations, including Chairperson of the Pension Real Estate Association. She is on the Board of Directors of Xenia Hotels and Resorts, Inc. (NYSE: XHR), a lodging REIT, since 2015, where she serves on the Audit Committee and as Nominating and Corporate Governance Committee chairperson. She previously served on the Board of Directors of MAA from 2006 to 2010. Ms. McCormick is a member of the Urban Land Institute. She received a Bachelor’s degree and an MBA from The Ohio State University. Select Business Experience •Executive Director of the Center for Real Estate at The Ohio State University from 2017 to 2022, where she also served as a Senior Lecturer at the Fisher College of Business •Served the Ohio Public Employees Retirement System from 1989 through 2005, where she was responsible for directing real estate investments and overseeing an internally managed REIT portfolio •Served on the boards of multiple public and private real estate companies and as a Senior Advisor for Almanac Realty Partners from 2010 to 2016 |

  13. Director Nominee Biographical Information and Experience

    | 2025 Proxy Statement | 19 |

  14. Director Nominee Biographical Information and Experience

    | Age 56 Gender Female Director Since 2020 INDEPENDENT Board Positions Audit Committee Nominating and Corporate Governance Committee (Chairperson) | | | | Katherine M. Sandstrom Former Senior Managing Director, Heitman LLC | | | Skills •Accounting and Finance •Capital Markets •Corporate Responsibility Matters •Public Company Board Experience •Senior Leadership and Strategic Initiatives Ms. Sandstrom brings valuable business, financial and investment expertise to the Board. She has served on the Board of Directors of Healthpeak Properties, Inc. (NYSE: PEAK) (“Healthpeak”), a REIT serving the healthcare industry, since 2018, and as Chair of the Board of Directors since 2023. She also serves as Chair of Healthpeak’s Nominating and Corporate Governance Committee. Since 2022, Ms. Sandstrom has served on the Board of Directors of Urban Edge Properties (NYSE: UE), a shopping center REIT, where she has served on the Audit Committee and Corporate Governance and Nominating Committee. She has also served on the Board of Directors of Toll Brothers, Inc. (NYSE: TOL) since 2023. Ms. Sandstrom received a Bachelor of Arts in Accounting from the University of West Florida, and she is a certified public accountant. Select Business Experience •Served as Senior Managing Director at Heitman LLC (“Heitman”), a real estate investment management firm, as an Advisor from July 2018 to March 2019 and Senior Managing Director and global head of Heitman’s Public Real Estate Securities business from 2013 to 2018 •Joined Heitman in 1996 and held several senior leadership positions across multiple facets of the institutional real estate investment industry. Additionally, Ms. Sandstrom previously served on Heitman’s Global Management Committee, the Board of Managers and the Allocation Committee |

  15. Director Nominee Biographical Information and Experience

    | 20 | EastGroup Properties |

  16. Director Nominee Skills and Diversity Matrix

    Director Nominee Skills and Diversity Matrix

  17. Director Nominee Skills and Diversity Matrix

    | | | Link to Strategy | | | | | | | | | | ACCOUNTING AND FINANCE | As a publicly traded company, we believe an understanding of accounting, finance and internal controls is essential to providing oversight of our financial reporting and internal control environment. We seek to have multiple directors who qualify as Audit Committee financial experts. | | | | | | | | | | CAPITAL MARKETS | Significant capital is required to fund our operations and grow our business. We value directors with experience in capital markets, including debt and equity financing. | | | | | | | | | | E-COMMERCE AND LOGISTICS | As a developer, owner and operator of business distribution buildings, we are an integral part of many businesses’ warehousing and supply chain needs. We believe it is valuable to the Company for a director to have experience in the e-commerce and logistics fields. | | | | | | | | | | CORPORATE RESPONSIBILITY MATTERS | We strive to conduct business in a responsible manner, to integrate corporate responsibility into our operational decision-making and to provide informative corporate responsibility-related disclosures. We value a director’s corporate responsibility experience from a Company and investor perspective. | | | | | | | | | | PUBLIC COMPANY BOARD EXPERIENCE | We believe a director’s experience serving on other public company boards is valuable, as it provides them with knowledge, insights and perspectives on business operations, corporate governance and other board-related matters. | | | | | | | | | | REAL ESTATE OPERATIONS AND INVESTMENT | Directors with real estate experience bring valuable expertise that is useful in guiding and overseeing our business operations, including real estate development, acquisitions and operations. | | | | | | | | | | REGULATORY, LEGAL OR RISK MANAGEMENT | Directors with experience in regulatory, legal and risk management matters provide valuable oversight to our management and Board. | | | | | | | | | | SENIOR LEADERSHIP AND STRATEGIC INITIATIVES | We believe directors who serve or have served in senior leadership positions bring valuable experience and perspectives, providing guidance to our management and Board on a variety of business matters, including strategy, human capital management, and execution. | | | | | | | |

  18. Director Nominee Skills and Diversity Matrix

    | TOTAL NUMBER OF DIRECTOR NOMINEES: 7(1) | | | | GENDER IDENTITY | Female | Male | | Director nominees | 2 | 5 | | RACIAL IDENTITY | | | | African American or Black | — | 1 | | White | 2 | 4 |

  19. Director Nominee Skills and Diversity Matrix

    (1)For the gender and racial identities of each director nominee, see page 8.

  20. Director Nominee Skills and Diversity Matrix

    | 2025 Proxy Statement | 21 |

  21. Compensation of Directors

    Compensation of Directors We believe that a combination of cash and equity compensation is appropriate to attract and retain the individuals we desire to serve on our Board and that this approach is comparable to the policies of our peers. We feel that it is appropriate to provide cash compensation to our non-employee directors to compensate them for their time and effort and to provide equity compensation to our non-employee directors to align their long-term interests with those of the Company and our shareholders. Under the Company’s director compensation program as set forth in the Independent Director Compensation Policy, non-employee directors are paid annual cash retainers and receive equity-based compensation for their service as shown below. In addition, each non-employee director is reimbursed for his or her expenses in connection with attendance of meetings. In May 2024, following a review of peer group practices with the Compensation Committee’s independent compensation consultant, our Board amended the Independent Director Compensation Policy to increase the annual equity grant for each non-employee director from $110,000 to $135,000, the annual cash retainer for each non-employee director from $60,000 to $75,000, and the annual cash retainer for the Chairman of the Board from $75,000 to $85,000. In addition, increases were made to Board committee chairperson and member annual cash retainers. The recommendations were made to better align our Independent Director Compensation Policy with peer group practices.

  22. Compensation of Directors

    | 32 | EastGroup Properties |

  23. Compensation of Directors

    A non-employee director who is appointed to the Board outside of an annual meeting of shareholders will receive a prorated amount of the applicable annual cash retainer, based on the time between his or her appointment and our next annual meeting of shareholders. Pursuant to the Independent Director Compensation Policy, non-employee directors receive an annual award of restricted shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), in connection with their election or re-election to the Board at the annual meeting of shareholders. The annual award consists of restricted shares of the Company’s Common Stock determined by dividing $135,000 by the fair market value of a share of the Company’s Common Stock on the date of grant. If a fraction results, the number of shares is rounded up to the next whole number. The restricted shares vest in full on the earlier of the one-year anniversary of the date of grant or the next annual meeting of shareholders following the date of grant, subject to the non-employee director’s continued service on the Board through such vesting date, subject to certain exceptions. A non-employee director who is appointed to the Board outside of the annual meeting of shareholders will receive a prorated amount of the annual award, based on the time between his or her appointment and our next annual meeting of shareholders. The Independent Director Compensation Policy also provides that each new non-employee director appointed or elected will receive an automatic award of a number of restricted shares of Common Stock on the effective date of election or appointment, equal to $25,000 divided by the fair market value of a share of the Company’s Common Stock on such date. If a fraction results, the number of shares is rounded up to the next whole number. These restricted shares vest over a four-year period, subject to the director’s continued service on our Board through each applicable vesting date. As an employee of the Company, Mr. Loeb did not receive any compensation for his service as a director during the fiscal year ended December 31, 2024. The compensation received by Mr. Loeb, as a Named Executive Officer of the Company, is presented in the Summary Compensation Table (page 58). The Company’s non-employee directors received the following aggregate amounts of compensation for the fiscal year ended December 31, 2024:

  24. Compensation of Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | D. Pike Aloian | 86,208 | 135,131 | 221,339 | | H. Eric Bolton, Jr. | 92,667 | 135,131 | 227,798 | | Donald F. Colleran | 166,875 | 135,131 | 302,006 | | David M. Fields | 86,042 | 135,131 | 221,173 | | Mary E. McCormick | 100,000 | 135,131 | 235,131 | | Katherine M. Sandstrom | 96,875 | 135,131 | 232,006 |

  25. Compensation of Directors

    (1)Represents the aggregate grant date fair values of the restricted shares of Common Stock awarded to the non-employee directors during the fiscal year ended December 31, 2024, determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. The valuation assumptions used in determining such amounts are described in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 12, 2025.

  26. Compensation of Directors

    | Director Stock Ownership Guidelines Directors are required to own Company stock with a market value (number of shares multiplied by the current price of common stock) of at least five times the annual cash retainer for directors. |

  27. Compensation of Directors

    | 2025 Proxy Statement | 33 |

  28. Compensation of Directors

    | Proposal 2 | | | Ratification of Independent Registered Public Accounting Firm | | | The Audit Committee is responsible for the appointment of the independent registered public accounting firm engaged by the Company. During 2020, the Audit Committee conducted an audit proposal process with multiple firms and selected KPMG LLP (“KPMG”) to continue serving as the Company’s independent registered public accounting firm. The Audit Committee has appointed KPMG as independent auditors for the fiscal year ending December 31, 2025. The Board is asking shareholders to approve this appointment. KPMG was first appointed as our independent registered public accounting firm effective in 1970 to audit the consolidated financial statements of the Company for the fiscal year ended December 31, 1970. KPMG audited the Company’s financial statements and internal controls over financial reporting for the fiscal year ended December 31, 2024. A representative of KPMG will be present at the Meeting and will have an opportunity to make a statement and answer appropriate questions. The following section of this Proxy Statement contains additional information regarding the independent auditors, including a description of the Audit Committee’s Policy for Pre-Approval of Audit and Permitted Non-Audit Services and a summary of Auditor Fees and Services. The Board recommends that you vote “FOR” the appointment of KPMG, an independent registered public accounting firm, to serve as the Company’s independent auditors for the 2025 fiscal year. Shareholder ratification of the appointment of KPMG as the Company’s independent registered public accounting firm is not required by the Company’s Bylaws or otherwise. However, the Board is submitting the appointment of KPMG to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the appointment, the Audit Committee may reconsider whether or not to retain KPMG in the future. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company. This proposal will be approved if the votes cast “For” the proposal exceed the votes cast “Against” the proposal. Neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved. | | | | The Board unanimously recommends that the shareholders vote “FOR” the ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. |

  29. Compensation of Directors

    | 34 | EastGroup Properties |

  30. At-Risk Compensation Mix

    | ANNUAL INCENTIVE PLAN (“AIP”) FINANCIAL METRICS | | | | | FFO PER DILUTED SHARE(1) | SAME PNOI GROWTH(1) (EXCLUDING INCOME FROM LEASE TERMINATIONS) (CASH BASIS) | DEBT-TO-EBITDAre RATIO(1) | FIXED CHARGE COVERAGE RATIO(1) | | | | | |

  31. At-Risk Compensation Mix

    | LONG-TERM INCENTIVE PLAN (“LTIP”) FINANCIAL METRICS | | | TSR FOR THE THREE YEAR PERIODS ENDED | PERCENTILE RANKING OF COMPANY TSR AS COMPARED TO NAREIT INDUSTRIAL INDEX CONSTITUENTS FOR THE THREE YEAR PERIODS ENDED | | | |

  32. Compensation Best Practices

    | What We Do We Pay for Performance We Balance Short-Term and Long-Term Incentives We Limit Maximum Payout Opportunities We Maintain a Clawback Policy That Applies to Cash and Equity Incentive Compensation We Maintain Robust Stock Ownership Guidelines We Retain an Independent Compensation Consultant We Have an Entirely Independent Compensation Committee We Annually Evaluate the Company’s Compensation-Related Risks We Maintain Low General and Administrative Expense (Less Than 5% of Revenue for the Years Ended December 31, 2024 and 2023) | What We Don’t Do We Have No Employment Agreements, Automatic Salary Increases or Guaranteed Bonuses We Do Not Pay Dividends or Dividend Equivalents on Unvested Restricted Shares We Do Not Have Tax Gross-Ups and Do Not Have “Single-Trigger” Provisions We Do Not Allow Hedging or Pledging by Officers or Directors We Have No Accelerated Vesting of Performance Awards We Do Not Provide Excessive Perquisites We Do Not Provide Pension Arrangements or Non-Qualified Deferred Compensation Arrangements |

  33. How We Make Compensation Decisions

    | | CONSIDER CHANGES TO NEO BASE SALARY | | PAY AT RISK | | PEER GROUP POSITIONING | | The salaries of our Named Executive Officers increased in the range of 4.0% to 9.7% from 2023 to 2024. | | A significant portion of our Named Executive Officers’ compensation is at-risk and performance-based. | | The compensation of our Named Executive Officers is generally at the median of our peer group. | |

  34. Roles and Responsibilities

    The Compensation Committee directed FPC to, among other things: •assist the Compensation Committee in applying our compensation philosophy toward designing a compensation program for our executive officers, including the determination of the portion of total compensation awarded in the form of salary, annual cash incentive, and annual and long-term equity-based compensation, as well as selecting the appropriate performance metrics and levels of performance (e.g., threshold, target, maximum); •analyze current compensation conditions among the Company’s peers, and assess the competitiveness and appropriateness of compensation levels for our executive officers; •recommend to the Compensation Committee any modifications or additions to the Company’s existing compensation programs that it deemed advisable; and •make specific recommendations to the Compensation Committee for base salary, annual cash incentive and equity-based awards for our executive officers.

  35. Roles and Responsibilities

    | | ESTABLISH January – April | | EVALUATE May – December | | APPROVE January – February of the following year | | •Discuss general goals and objectives of compensation adjustments, with input from compensation consultant •Approve compensation-related goals using Board-approved annual budget •Engage with management and approve specific goals for Company and individual performance •Set compensation program, including base salary, AIP and LTIP | | •Review interim performance relative to goals throughout the year •Updates provided in August and December •Engage with compensation consultant on peer company benchmarking and approve peer group for following year | | •Determine final performance relative to goals •Approve final incentive compensation payouts/award amounts based on achievement of financial metrics and the Committee’s assessment of individual performance | | | ANNUAL REVIEW | | | | | | | •Evaluate Company’s compensation programs and assess for risk •Evaluate independence of outside advisors, including compensation consultant and legal counsel •Assess compliance with stock ownership requirements •Review compensation-related disclosures in proxy prior to filing | | | •Review say-on-pay and other compensation trends following annual meeting •Review charter and conduct evaluation of Committee performance •Review and recommend any changes to director compensation (bi-annually) | | |

  36. SAY-ON-PAY SHAREHOLDER SUPPORT

    Our shareholders have largely supported the general framework of our compensation program with respect to the types of performance metrics by which we have measured our short-term and long-term performance. Accordingly, we continue to use a diverse group of performance metrics in connection with our AIP, including FFO, Same PNOI change, debt to EBITDAre ratio and fixed charge coverage ratio as well as individual performance goals. The performance metrics used in 2024 remain largely unchanged from the previous year’s metrics. Performance goals and the corresponding payout levels were established across a three-tier construct (i.e. threshold, target and maximum). Since 2017, we have utilized a LTIP based on forward-looking performance. Under the LTIP, the Compensation Committee issues equity grants that are earned based on three-year relative TSR (2024-2026 for awards granted in 2024) compared to TSR of the members of the Nareit Industrial Index and to the broader Nareit Equity Index. Performance goals and the corresponding payout levels were established across a three-tier construct (i.e. threshold, target and maximum). A portion of the LTIP is based on continued service and serves to foster retention.

  37. Use of Peer Group Data

    Use of Peer Group Data The Compensation Committee relies on the peer group analysis prepared by FPC to evaluate pay levels for our executive officers. The peer group recommended by FPC and approved by the Compensation Committee consists of public real estate companies. FPC analyzes competitive total direct compensation at the peer REITs listed below, as disclosed in their proxy statements for prior years, as well as information contained in FPC’s proprietary database. The Compensation Committee evaluates the appropriateness of peer groups annually (based on merger and acquisition activity, growth, property focus, etc.) and makes adjustments accordingly.

  38. SUMMARY

    SUMMARY •FPC prepared discussion materials regarding its proposed peer group for examining compensation throughout 2023. •FPC recommended adding four companies to the composition of the peer group from 2023 to 2024 and removing five companies from the peer group from 2023 to 2024. •The Compensation Committee reviewed FPC’s recommendations and approved the peer group to be considered in determining 2024 compensation. As shown below, the peer group used for setting 2024 compensation consisted of 15 exchange-listed REITs, which (i) operate across multiple asset classes, (ii) are similar in size to the Company in terms of market capitalization, (iii) are similar in performance to the Company in terms of three‑year annualized TSR and/or (iv) are headquartered in high-growth regions of the United States. The Compensation Committee also considered performance on recent “say-on-pay” advisory votes when determining the peer group. The peer group companies for 2024 were as follows:

  39. SUMMARY

    | | 2023 PEER GROUP | | | | | | | REMOVED •Broadstone Net Lease, Inc. •Life Storage, Inc. •National Retail Properties, Inc. •National Storage Affiliates Trust •Sabra Health Care REIT, Inc. | | | REMAINING PEERS •Agree Realty Corporation •Americold Realty Trust, Inc. •Cousins Properties Incorporated •First Industrial Realty Trust, Inc. •Healthcare Realty Trust Incorporated •LXP Industrial Trust •Physicians Realty Trust •Rexford Industrial Realty, Inc. •Spirit Realty Capital, Inc. •STAG Industrial, Inc. •Terreno Realty Corporation | | | ADDED •Brixmor Property Group Inc. •Federal Realty Investment Trust •NNN REIT, Inc. •Omega Healthcare Investors, Inc. | | | | | | 2024 PEER GROUP | | |

  40. SUMMARY

    When developing the peer group used for determining the 2024 executive compensation, FPC and the Compensation Committee considered the following comparative statistics, with data shown as of the time of the executive benchmarking analysis:

  41. SUMMARY

    | Component | EGP Relative Ranking Among 2024 Peer Group | | # of Employees | 35th percentile | | # of Properties | 58th percentile | | UPREIT Market Capitalization | 79th percentile | | Total Capitalization | 52nd percentile | | TSR | 86th percentile |

  42. SUMMARY

    FPC conducted a study that compared the Company’s actual 2023 compensation for the executive officers (including the equity awards made in 2023 with respect to 2022 performance) with the actual 2023 total compensation of the top five executives of each of the companies included in the peer group. In addition, FPC analyzed target compensation. The study showed that the target total pay, on a weighted average basis for all executive officers, was between the 25th percentile and 50th percentile of the peer group. The Compensation Committee then used the peer group data, survey information and other relevant factors to establish the 2024 compensation program for our executive officers. These factors provided the framework for compensation decision making and final decisions regarding the compensation opportunity for each executive officer. While the Compensation Committee considered the 50th percentile of the peer group as a benchmark, it did not target a specific percentile to set compensation. Additionally, no single factor was determinative in setting pay levels, nor was the impact of any factor on the determination of pay levels quantifiable. The below total capitalization data is as of September 30, 2023.

  43. Components of Our Compensation Program

    Components of Our Compensation Program The total compensation opportunity for our Named Executive Officers in 2024 incorporated three primary components: base salary, an annual cash and equity incentive award and long-term equity incentive awards subject to both performance-based vesting (earned over a three-year performance period) and service-based vesting (over a four-year period).

  44. Components of Our Compensation Program

    | | | Target Compensation Mix | | | | | | CEO | Other NEOs | Metrics and Key Features | | | Base Salary | | | Set at competitive levels to attract and retain executive talent, with annual peer benchmarking of our Named Executive Officers’ (“NEOs”) salaries | | | Annual Cash and Equity Incentive Target | | | Performance Metrics: A balanced mix of •4 separate financial metrics commonly used to measure REIT performance, and •individual objectives to align compensation with Company strategic goals Form of Payment and Vesting: 50% cash and 50% equity. Cash and 34% of the equity vests at the end of the 1-year performance period, with the remaining equity vesting ratably over an additional two years. | | | Long Term Incentive Equity Target | | | | | | 70% Performance- Based | | | Performance Metrics: •50% relative TSR (Nareit Equity Index) •50% relative TSR (Nareit Industrial Index) Vesting: 75% after 3-year performance period, with the remainder vesting the following year subject to continued employment | | | 30% Service-Based | | | Vesting: Over four years |

  45. Annual Incentive Compensation

    Annual Incentive Compensation Our Named Executive Officers have an opportunity to earn annual incentive awards, paid one-half in cash and one-half in equity, designed to reward annual corporate performance and individual performance. Each year the Compensation Committee establishes a target annual incentive award opportunity for each of our Named Executive Officers following a review of their individual scope of responsibilities, experience, qualifications, individual performance and contributions to the Company, as well as an analysis of the surveys and market data based on our peer groups, as discussed previously.

  46. Annual Incentive Compensation

    | ANNUAL CORPORATE PERFORMANCE (80% / 70%)(1) | + | INDIVIDUAL PERFORMANCE (20% / 30%)(1) | = | ANNUAL INCENTIVE AWARD | | | | | | | Cash 50% | Equity 50% |

  47. Annual Incentive Compensation

    (1)The annual incentive award opportunity in 2024 was established by the Compensation Committee with annual corporate performance and individual performance weighted at 80% and 20%, respectively, for Messrs. Loeb and Wood and at 70% and 30%, respectively, for Messrs. Coleman, Collins and Dunbar.

  48. 2024 AIP Target Opportunities

    2024 AIP Target Opportunities The Compensation Committee set the target annual cash incentive and target annual equity incentive each equal to a percentage of annual base salary. If the target goal for a corporate performance metric is achieved, then the corporate performance metric will be deemed to be earned at 100%. If the threshold or maximum goal for a performance metric is achieved, then the corporate performance metric will be deemed to be earned at 50% or 150%, respectively. Results below threshold result in a zero payout and achievement at levels between threshold and maximum are determined via linear interpolation. No more than 150% of the target award may be earned under the AIP.

  49. 2024 AIP Target Opportunities

    | | Target Annual Cash Incentive | | Target Annual Equity Incentive | | | | Named Executive Officer | Percentage of Base Salary (%) | ($) | Percentage of Base Salary (%) | ($) | Shares (#)(1) | | Marshall A. Loeb | 145 | 1,232,500 | 145 | 1,232,500 | 6,715 | | Brent W. Wood | 100 | 525,000 | 100 | 525,000 | 2,860 | | John F. Coleman | 70 | 360,500 | 70 | 360,500 | 1,964 | | R. Reid Dunbar | 70 | 343,000 | 70 | 343,000 | 1,869 | | Ryan M. Collins | 70 | 295,400 | 70 | 295,400 | 1,609 |

  50. 2024 AIP Target Opportunities

    (1)Shares valued at a closing stock price at the beginning of the performance period, which was $183.54 at December 29, 2023.

  51. 2024 AIP Target Opportunities

    | 2025 Proxy Statement | 49 |

  52. 2024 AIP Metrics

    2024 AIP Metrics

  53. 2024 AIP Corporate and Individual Performance Goals

    2024 AIP Corporate and Individual Performance Goals The performance metrics and their relative weightings for the 2024 annual cash and equity incentive awards are described below, along with why we believe these were appropriate metrics to use in measuring short-term performance.

  54. 2024 AIP Corporate and Individual Performance Goals

    | FFO PER SHARE | INCREASE IN SAME PNOI | DEBT-TO-EBITDAre RATIO | FIXED CHARGE COVERAGE RATIO | INDIVIDUAL OBJECTIVES | | For CEO/CFO: | | | | | | | | | | | | For Other NEOs: | | | | | | | | | | | | Rationale | Rationale | Rationale | Rationale | Rationale | | •FFO is a commonly used REIT financial metric defined by Nareit •Allows shareholders to compare operating performance among REITs over time on a consistent basis •May significantly impact the trading price of a REIT’s common stock and, therefore, may significantly impact TSR | •Operational performance metric measuring growth in our existing real estate portfolio •Allows shareholders to compare year-over-year improvements in our earnings from established investments and our ability to maintain occupancy and increase rental rates | •A measure of the Company’s financial condition and operating performance relative to our leverage | •Fixed charge coverage ratio reflects the strength of our balance sheet and our ability to generate sufficient cash flow to meet our debt obligations and continue to pay or increase our dividend | •Assessment of individual contributions to the Company’s financial and operational performance, as well as accomplishments relative to annual objectives •Incentivizes and rewards individual initiative, achievements and contributions |

  55. 2024 AIP Corporate and Individual Performance Goals

    Each Named Executive Officer was assigned individual goals related to his scope of responsibility and aligned with our overall strategic priorities. These goals account for either 20% or 30% of a Named Executive Officer’s AIP award and may be qualitative or quantitative in nature. In considering the individual performance of the Named Executive Officers, the Compensation Committee evaluated the results of a combination of qualitative and quantitative goals specific to each Named Executive Officer. Our Compensation Committee sets such individual performance goals at rigorous levels, which we believe are sufficiently high to require substantial and sustained performance by the Named Executive Officers to be attained.

  56. 2024 AIP Corporate and Individual Performance Goals

    | 50 | EastGroup Properties |

  57. 2024 AIP Corporate and Individual Performance Goals

    The individual goals given to each Named Executive Officer are strongly influenced by the overall strategic priorities of the Company and quantitative metrics are tied to the financial projections used for the corporate goals included in the AIP. Individual goals vary by Named Executive Officer and include combinations of the following:

  58. 2024 AIP Corporate and Individual Performance Goals

    | •Strength of balance sheet and availability of capital •Operational performance, including FFO and same PNOI results •Development/development land acquisitions/value-add acquisitions/operating property acquisitions/property dispositions •Corporate responsibility initiatives, including environmental data disclosures •Effective management of human capital, including succession planning, diversity initiatives and expanding the team to accommodate the growth of the company | •Occupancy •Yields and PNOI achieved on development projects •Timely and accurate financial reporting •Satisfaction of debt covenants, REIT compliance and dividend payouts •Effectiveness of cybersecurity |

  59. 2024 AIP Actual Results

    2024 AIP Actual Results The annual performance goals were based on the initial guidance for 2024 in our February 7, 2024 earnings press release.

  60. 2024 AIP Actual Results

    | Criteria | Weighting for CEO/CFO | Weighting for Other NEOs | Threshold | Target | Maximum | Final Award (% of Target) | | | | | | | | | | Weighted average of 133% of Target | | FFO per diluted share(1) | | | | | | 140% | | | Increase in Same PNOI excluding income from lease terminations (cash basis)(1) | | | | | | 60% | | | Debt-to-EBITDAre ratio(1) | | | | | | 150% | | | Fixed charge coverage ratio(1) | | | | | | 150% | | | Achievement of individuals goals | | | | | | Varies – See below | | | | 100% | 100% | | | | | |

  61. 2024 AIP Actual Results

    (1)FFO, Same PNOI Excluding Income from Lease Terminations (Cash Basis) and EBITDAre are not computed in accordance with GAAP. A reconciliation of FFO and other required disclosure can be found on page 24 of our Annual Report on Form 10-K for the year ended December 31, 2024, which we filed with the SEC on February 12, 2025. Reconciliations of Same PNOI Excluding Income from Lease Terminations (Cash Basis) and EBITDAre and other required disclosure, including disclosure related to the Debt-to-EBITDAre ratio and Interest and Fixed Charge Coverage ratio, can be found on pages 5, 6, 8, 10, 21, 23 and 24 in the Company’s quarterly Supplemental Information for the period ended December 31, 2024, which can be found on the Investor Relations page of the Company’s website at www.eastgroup.net. Interest and Fixed Charge Coverage ratio is calculated as EBITDAre divided by the sum of interest expense plus principal amortization.

  62. 2024 AIP Actual Results

    | 2025 Proxy Statement | 51 |

  63. 2024 AIP Payouts

    2024 AIP Payouts Based on the Compensation Committee’s analysis of all the foregoing criteria, the Compensation Committee determined that our actual performance resulted in a weighted average of 133% of the target level for Company performance goals (88.7% of maximum) and between target and maximum for the individual performance goals (varies by Named Executive Officer, as shown in the table below). The table below summarizes the overall AIP payouts, which were based on the corporate and individual performance goals and weightings for each Named Executive Officer.

  64. 2024 AIP Payouts

    | Named Executive Officer | % of Target Earned: Company Performance Goals (%) | % of Target Earned: Individual Performance Goals(1) (%) | % of Target Earned: Total Award (%) | Annual Incentive Cash Awards Earned ($) | Annual Incentive Equity Awards Earned (# shares) | | Marshall A. Loeb | 133 | 127 | 132 | 1,626,900 | 8,864 | | Brent W. Wood | 133 | 129 | 132 | 693,000 | 3,776 | | John F. Coleman | 133 | 125 | 131 | 472,255 | 2,573 | | R. Reid Dunbar | 133 | 127 | 131 | 449,330 | 2,448 | | Ryan M. Collins | 133 | 101 | 123 | 363,342 | 1,980 |

  65. 2024 AIP Payouts

    (1)For 2024, the individual achievements against individual goals for each of our Named Executive Officers were comprised of the following: •Mr. Loeb: Maintained strength of balance sheet by achieving a Debt-to-EBITDAre ratio of 3.2x; achieved operational performance measures of $8.35 FFO per diluted share and a 5.6% increase in Same PNOI; advanced our approach to environmental data management and improved our GRESB Real Estate Assessment scores through strengthened corporate responsibility initiatives and enhanced efforts around diversity initiatives; continued focus on cybersecurity effectiveness; continued investment program during 2024, which included $390.0 million in acquired operating properties; started new development projects with a projected total investment of $230.0 million in 2024. •Mr. Wood: Maintained strength of balance sheet by achieving a Debt-to-EBITDAre ratio of 3.2x; issued common stock under our continuous common equity program in 2024 of $724.0 million; renewed the Company’s $675 million unsecured bank credit facilities in 2024; advanced our approach to environmental data management and improved our GRESB Real Estate Assessment scores through strengthened corporate responsibility initiatives and enhanced efforts around diversity initiatives; continued focus on cybersecurity effectiveness; met financial reporting timelines, including quarterly and other SEC filings; monitored debt maturities and executed opportunities for re-financing and new capital; actively managed dividends with the Company declaring $5.34 per share annual cash dividends in 2024 and increasing the annual cash dividends declared in 2024 by 6.0%; maintained debt covenant and REIT compliance. •Mr. Coleman: Achieved operational performance by exceeding Same PNOI and average occupancy objectives; continued investment program during 2024 with development/value-add acquisitions/operating property acquisitions specific to his region; met operational goals related to development properties. •Mr. Dunbar: Exceeded average occupancy objectives; achieved slightly below Same PNOI objectives; continued investment program during 2024 with development/value-add acquisitions/operating property acquisitions, specific to his region; exceeded operational goals related to development properties. •Mr. Collins: Continued investment program during 2024 with development/value-add acquisitions/operating property acquisitions specific to his region; achieved below target on Same PNOI and average occupancy objectives; achieved property disposition goal; achieved goal related to internal property management for the Las Vegas market. The annual incentive equity awards, granted in the form of restricted shares, vested 34% on the date the performance results were certified by the Compensation Committee and will vest 33% on each of January 1, 2026 and 2027, subject to continued employment with the Company through each applicable vesting date. Dividends on the annual equity incentive awards accumulate beginning January 1, 2024 and are paid if and when the restricted shares vest.

  66. Long-Term Compensation

    Long-Term Compensation Our Named Executive Officers have an opportunity to earn long-term equity incentive awards intended to provide incentives to our executives for the creation of value and the corresponding growth of our stock price over time. The Compensation Committee believes that our long-term equity incentive awards, together with the annual equity incentive awards discussed above, provide an appropriate balance between performance incentive and retention awards since the recipient must remain employed by the Company for an additional period following the performance period in order for the restricted shares to vest.

  67. LTIP Target Opportunities

    LTIP Target Opportunities The Compensation Committee set the target for the three-year LTIP award equal to a percentage of base salary. For each three-year LTIP award, 70% of the target award was performance-based (i.e., TSR-based) and 30% of the target award was service-based. If the target goal for a performance metric is achieved, then the LTIP award will be deemed to be earned at 100%. If the threshold or maximum goal for a performance metric is achieved, then the LTIP award will be deemed to be earned at 50% or 200%, respectively. Results below threshold result in a zero payout and achievement at levels between threshold and maximum are determined via linear interpolation. No more than 200% of the target LTIP award may be earned. The service-based portion of the LTIP award vests 25% per year over four years.

  68. LTIP Target Opportunities

    | 52 | EastGroup Properties |

  69. LTIP Target Opportunities

    | Named Executive Officer | Target for the Three-Year LTIP Awards ($) | Target for the Three-Year LTIP Awards (RSUs)(1) | Target for the Three- Year LTIP Awards (# Performance-Based Shares)(1) | Three-Year LTIP Awards (# Service- Based Shares)(1) | | Marshall A. Loeb | 2,510,000 | 13,676 | 9,573 | 4,103 | | Brent W. Wood | 875,000 | 4,767 | 3,337 | 1,430 | | John F. Coleman | 559,000 | 3,046 | 2,132 | 914 | | R. Reid Dunbar | 504,000 | 2,746 | 1,922 | 824 | | Ryan M. Collins | 437,200 | 2,382 | 1,667 | 715 |

  70. LTIP Target Opportunities

    (1)Shares valued at a closing stock price at the beginning of the performance period, which was $183.54 at December 29, 2023.

  71. LTIP Performance Goals

    LTIP Performance Goals The performance goals for the long-term equity incentive awards are based on the Company’s TSR over a three-year period (2024-2026 for awards granted in 2024) and include a one-year service-based component following the end of the performance period. The earned performance-based LTIP awards vest 75% at the end of the performance period and the remainder on January 1 of the following year, subject to the executive officer’s continued service with the Company through such date. The metrics are shown in the following table. Because the performance period is the three-year period ending December 31, 2026, actual results will not be determined until the first quarter of 2027.

  72. LTIP Performance Goals

    | Criteria | | Weighting | Threshold | Target | Maximum | | TSR Compared to Nareit Equity Index | | | | | | | | 70% | | | | | | TSR Compared to member companies of the Nareit Industrial Index | | | | | | | Retentive Service-Based Award | | | | | | | | | 100% | | | |

  73. Performance to Date for Prior Grants

    | Performance Period | 2022 | 2023 | 2024 | 2025 | 2026 | Status | % Payout | | 2022-2024 3-Year LTIP Award | 100% Complete | | | | | Final; Awarded at Target | 100% of Target | | 2023-2025 3-Year LTIP Award | | 67% Complete | | | | Tracking at Target | 100% of Target(1) | | 2024-2026 3-Year LTIP Award | | | 33% Complete | | | Tracking at Target | 100% of Target(1) |

  74. Performance to Date for Prior Grants

    | Metric | Weighting | Threshold | Target | Maximum | | | | 2022 LTIP Award | | | | | Final Result (% of Target) | | | | | | | | | Weighted average of 100% of Target | | Nareit Equity Index | | | | | 0% | | | Nareit Industrial Index Constituents | | | | | 200% | | | | 100% | | | | | | | 2023 LTIP Award | | | | | Interim Result (% of Target) | | | | | | | | | Weighted average of 100% of Target | | Nareit Equity Index | | | | | 0% | | | Nareit Industrial Index Constituents | | | | | 200% | | | | 100% | | | | | | | 2024 LTIP Award | | | | | Interim Result (% of Target) | | | | | | | | | Weighted average of 100% of Target | | Nareit Equity Index | | | | | 0% | | | Nareit Industrial Index Constituents | | | | | 200% | | | | 100% | | | | | |

  75. Policies and Practices Related to the Grants of Certain Equity Awards

    Policies and Practices Related to the Grants of Certain Equity Awards It is the policy of the Board and the Compensation Committee to not take material nonpublic information into account when determining the timing of equity awards in order to take advantage of a depressed stock price or an anticipated increase in stock price. Similarly, it is our practice not to time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. We do not grant stock options to our employees or executives.

  76. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements In order to recruit executives and encourage retention of employees, we believe it is appropriate and necessary to provide assurance of certain severance payments if the employee experiences an involuntary termination of employment. Pursuant to our Severance and Change in Control Agreements, in the event an executive officer’s employment is terminated involuntarily by the Company without cause, as defined in the applicable agreement, and provided the employee executes a full and irrevocable release of claims, in a form satisfactory to the Company, promptly following termination, the employee will be entitled to receive certain severance benefits discussed below under the heading “Potential Payments upon Termination or Change in Control” (page 63). We believe that the size of the severance package for each Named Executive Officer is consistent with severance benefits offered by other companies of our size or in our industry to an officer in a similar position. Our senior management and other employees have built the Company into a successful real estate investment trust and the Board believes that it is important to protect them in the event of a change in control. Further, it is the Board’s belief that the interests of shareholders will be best served if the interests of our senior management are aligned with their interests, and we believe that providing change in control benefits will mitigate any potential reluctance by senior management to pursue potential change in control transactions that may result in their job loss, but which may be in the best interests of shareholders. In the event of a termination of the executive’s employment by the Company other than for breach of duty or disability, each as defined in the applicable agreement, or due to the executive’s death or by the executive for good reason, as defined in the applicable agreement, in either case within the protection period, as defined in the applicable agreement, Messrs. Loeb, Wood, Coleman, Collins and Dunbar are eligible to receive a lump sum cash severance payment equal to three times the sum of the executive’s average annual (a) base salary plus (b) cash bonus for the three calendar years prior to the change in control (the “average annual compensation”). The executives are also eligible to be provided life insurance coverage and health insurance coverage for a period of time following termination of employment. Relative to the overall value of the Company, these potential change in control benefits are relatively minor. See “Potential Payments upon Termination or Change in Control” for additional information.

  77. Summary Compensation Table

    Summary Compensation Table The following table summarizes, for the fiscal years ended December 31, 2024, 2023 and 2022, the amount of compensation earned, or paid by the Company to, the Named Executive Officers.

  78. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Marshall A. Loeb Chief Executive Officer, President and Director | 2024 | 850,000 | — | 4,220,955 | 1,626,900 | 425,183 | 7,123,038 | | | 2023 | 775,000 | — | 4,216,711 | 1,548,450 | 354,509 | 6,894,670 | | | 2022 | 745,000 | — | 2,956,285 | 1,428,165 | 337,647 | 5,467,097 | | Brent W. Wood Executive Vice President, Chief Financial Officer and Treasurer | 2024 | 525,000 | — | 1,594,269 | 693,000 | 189,387 | 3,001,656 | | | 2023 | 505,000 | — | 1,671,043 | 747,400 | 167,419 | 3,090,862 | | | 2022 | 485,000 | — | 1,195,388 | 688,700 | 147,470 | 2,516,558 | | John F. Coleman Executive Vice President | 2024 | 515,000 | — | 1,015,839 | 472,255 | 128,698 | 2,131,792 | | | 2023 | 495,000 | — | 1,101,910 | 516,285 | 119,218 | 2,232,413 | | | 2022 | 475,000 | — | 780,619 | 472,150 | 113,333 | 1,841,102 | | R. Reid Dunbar Executive Vice President | 2024 | 490,000 | — | 931,507 | 449,330 | 117,670 | 1,988,507 | | | 2023 | 460,000 | — | 1,004,154 | 479,780 | 109,125 | 2,053,059 | | | 2022 | 440,000 | — | 718,247 | 443,520 | 98,771 | 1,700,538 | | Ryan M. Collins Executive Vice President | 2024 | 422,000 | — | 755,225 | 363,342 | 102,770 | 1,643,337 | | | 2023 | 405,000 | — | 877,817 | 355,388 | 94,756 | 1,732,961 | | | 2022 | 385,000 | — | 610,916 | 360,360 | 88,367 | 1,444,643 |

  79. Summary Compensation Table

    (1)The amounts in this column represent the aggregate grant date fair values of the restricted shares of Common Stock and restricted stock units awarded to the Named Executive Officers during the fiscal years ended December 31, 2024, 2023 and 2022, as applicable, determined in accordance with FASB ASC Topic 718. Such aggregate grant date fair values do not include any estimated forfeitures related to service-based vesting conditions. The valuation assumptions used in determining such amounts are described in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 12, 2025. In the case of the performance-based restricted stock units granted in 2024, the aggregate grant date fair value is reported assuming the probable outcome of the performance conditions. The maximum values of such restricted stock units as of the grant date were as follows: $6,862,640 for Mr. Loeb, $2,552,333 for Mr. Wood, $1,620,258 for Mr. Coleman, $1,482,620 for Mr. Dunbar and $1,232,710 for Mr. Collins. (2)The amounts in this column for 2024 represent (i) the performance-based restricted shares awarded in February 2024 with respect to 2023 performance under the 2023 AIP based on individual performance goals, (ii) performance-based restricted shares granted in February 2024 with respect to 2024 performance under the 2024 AIP based on corporate performance goals, (iii) performance-based restricted stock units granted in February 2024 for the three-year LTIP awards and (iv) service-based restricted shares granted in February 2024 for the three-year LTIP awards. (3)The amounts in this column represent the annual incentive cash awards earned under the Company’s AIP for the applicable fiscal year. (4)The amounts in this column represent the Company’s contributions under its 401(k) Plan for the Named Executive Officer’s benefit, dividends paid on vested restricted stock, and the amount of premiums paid by the Company for group term life insurance for the Named Executive Officer.

  80. Summary Compensation Table

    | | 401(k) Contributions ($) | Restricted Stock Dividends ($) | Life Insurance Premium ($) | Total ($) | | Marshall A. Loeb | 29,060 | 395,504 | 619 | 425,183 | | Brent W. Wood | 32,810 | 155,958 | 619 | 189,387 | | John F. Coleman | 32,810 | 95,269 | 619 | 128,698 | | R. Reid Dunbar | 29,060 | 87,991 | 619 | 117,670 | | Ryan M. Collins | 29,060 | 73,091 | 619 | 102,770 |

  81. Summary Compensation Table

    | 58 | EastGroup Properties |

  82. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024

  83. Grants of Plan-Based Awards in 2024

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | Name/Type of Grant | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Marshall A. Loeb | | | | | | | | | | | 2024 AIP (Cash)(1) | | 616,250 | 1,232,500 | 1,848,750 | | | | | | | 2024 AIP (Equity)(2) | 2/26/2024 | | | | 2,686 | 5,372 | 8,058 | | 962,501 | | 2024 Three-Year LTIP Award(3) | 2/26/2024 | | | | 4,786 | 9,573 | 19,146 | | 2,160,435 | | 2024 Three-Year LTIP Award(4) | 2/26/2024 | | | | | | | 4,103 | 735,135 | | 2023 AIP Awards(5) | 2/14/2024 | | | | | | | 1,978 | 362,884 | | Brent W. Wood | | | | | | | | | | | 2024 AIP (Cash)(1) | | 262,500 | 525,000 | 787,500 | | | | | | | 2024 AIP (Equity)(2) | 2/26/2024 | | | | 1,144 | 2,288 | 3,432 | | 409,941 | | 2024 Three-Year LTIP Award(3) | 2/26/2024 | | | | 1,669 | 3,337 | 6,674 | | 753,094 | | 2024 Three-Year LTIP Award(4) | 2/26/2024 | | | | | | | 1,430 | 256,213 | | 2023 AIP Awards(5) | 2/14/2024 | | | | | | | 954 | 175,021 | | John F. Coleman | | | | | | | | | | | 2024 AIP (Cash)(1) | | 180,250 | 360,500 | 540,750 | | | | | | | 2024 AIP (Equity)(2) | 2/26/2024 | | | | 688 | 1,375 | 2,063 | | 246,359 | | 2024 Three-Year LTIP Award(3) | 2/26/2024 | | | | 1,066 | 2,132 | 4,264 | | 481,150 | | 2024 Three-Year LTIP Award(4) | 2/26/2024 | | | | | | | 914 | 163,761 | | 2023 AIP Awards(5) | 2/14/2024 | | | | | | | 679 | 124,569 | | R. Reid Dunbar | | | | | | | | | | | 2024 AIP (Cash)(1) | | 171,500 | 343,000 | 514,500 | | | | | | | 2024 AIP (Equity)(2) | 2/26/2024 | | | | 655 | 1,309 | 1,964 | | 234,534 | | 2024 Three-Year LTIP Award(3) | 2/26/2024 | | | | 961 | 1,922 | 3,844 | | 433,757 | | 2024 Three-Year LTIP Award(4) | 2/26/2024 | | | | | | | 824 | 147,636 | | 2023 AIP Awards(5) | 2/14/2024 | | | | | | | 630 | 115,580 | | Ryan M. Collins | | | | | | | | | | | 2024 AIP (Cash)(1) | | 147,700 | 295,400 | 443,100 | | | | | | | 2024 AIP (Equity)(2) | 2/26/2024 | | | | 564 | 1,127 | 1,691 | | 201,925 | | 2024 Three-Year LTIP Award(3) | 2/26/2024 | | | | 834 | 1,667 | 3,335 | | 376,209 | | 2024 Three-Year LTIP Award(4) | 2/26/2024 | | | | | | | 715 | 128,107 | | 2023 AIP Awards(5) | 2/14/2024 | | | | | | | 267 | 48,984 |

  84. Grants of Plan-Based Awards in 2024

    (1)Represents the 2024 annual cash incentive bonus opportunities under the 2024 AIP. See the description of the annual cash incentive award in the CD&A. The actual amount earned by each Named Executive Officer in 2024 is reported in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table. (2)Represents the number of restricted stock units that could be earned, based on corporate performance goals only, under the 2024 AIP for 2024 performance. The number of restricted shares earned based on the individual performance goals under the 2024 AIP for 2024 performance were granted on February 12, 2025 and are therefore not included in this table. (3)Represents the number of restricted stock units that could be earned under the performance-based portion of the three-year LTIP awards pursuant to the 2024 LTIP. (4)Represents the number of restricted shares under the service-based portion of the three-year LTIP awards pursuant to the 2024 LTIP. (5)Represents restricted shares awarded on February 14, 2024 in connection with the individual performance goals under the 2023 AIP for 2023 performance.

  85. Grants of Plan-Based Awards in 2024

    | 2025 Proxy Statement | 59 |

  86. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End The following table summarizes the number of non-fully vested outstanding equity awards held by each of our Named Executive Officers as of December 31, 2024, including awards earned by December 31, 2024 but not vested until 2025. Please refer to the footnotes of the table for further details. None of our Named Executive Officers hold any stock options.

  87. Outstanding Equity Awards at Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Marshall A. Loeb | 976(2) | 156,638 | | | | | 4,558(3) | 731,513 | | | | | 2,068(4) | 331,893 | | | | | 1,382(5) | 221,797 | | | | | 6,901(6) | 1,107,541 | | | | | 3,419(7) | 548,715 | | | | | 4,103(8) | 658,490 | | | | | | | 6,452(9) | 1,035,481 | | | | | 10,638(10) | 1,707,293 | | | | | 9,573(11) | 1,536,371 | | | | | 8,058(12) | 1,293,228 | | Brent W. Wood | 355(2) | 56,974 | | | | | 1,658(3) | 266,092 | | | | | 997(4) | 160,009 | | | | | 510(5) | 81,850 | | | | | 3,331(6) | 534,592 | | | | | 1,245(7) | 199,810 | | | | | 1,430(8) | 229,501 | | | | | | | 2,381(9) | 382,127 | | | | | 3,877(10) | 622,220 | | | | | 3,337(11) | 535,555 | | | | | 3,432(12) | 550,802 | | John F. Coleman | 196(2) | 31,456 | | | | | 915(3) | 146,848 | | | | | 683(4) | 109,615 | | | | | 329(5) | 52,801 | | | | | 2,301(6) | 369,287 | | | | | 805(7) | 129,194 | | | | | 914(8) | 146,688 | | | | | | | 1,536(9) | 246,513 | | | | | 2,506(10) | 402,188 | | | | | 2,132(11) | 342,165 | | | | | 2,063(13) | 331,091 |

  88. Outstanding Equity Awards at Year-End

    | 60 | EastGroup Properties |

  89. Outstanding Equity Awards at Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | R. Reid Dunbar | 180(2) | 28,888 | | | | | 839(3) | 134,651 | | | | | 642(4) | 103,035 | | | | | 296(5) | 47,505 | | | | | 2,137(6) | 342,967 | | | | | 721(7) | 115,713 | | | | | 824(8) | 132,244 | | | | | | | 1,382(9) | 221,797 | | | | | 2,246(10) | 360,461 | | | | | 1,922(11) | 308,462 | | | | | 1,964(13) | 315,202 | | Ryan M. Collins | 156(2) | 25,036 | | | | | 729(3) | 116,997 | | | | | 521(4) | 83,615 | | | | | 263(5) | 42,209 | | | | | 1,583(6) | 254,056 | | | | | 653(7) | 104,800 | | | | | 715(8) | 114,750 | | | | | | | 1,229(9) | 197,242 | | | | | 2,033(10) | 326,276 | | | | | 1,667(11) | 267,537 | | | | | 1,691(13) | 271,389 |

  90. Outstanding Equity Awards at Year-End

    (1)The market value of such holdings is based on the closing price of a share of the Company’s Common Stock ($160.49) on December 31, 2024, the last trading day of 2024. (2)Represents remaining 25% of our 2021 LTIP service-based award with a grant date of 2/25/2021 that vested 1/1/2025. (3)Represents remaining 25% of our 2021 LTIP performance-based award with a TSR performance period of 2021 through 2023 with a grant date of 2/25/2021 that vested 1/1/2025. (4)Represents remaining 33% of our 2022 Annual Incentive Plan award with grant dates of 3/3/2022 and 2/15/2023 that vested 1/1/2025. (5)Represents remaining 50% of our 2022 LTIP service-based award with a grant date of 3/3/2022 with equal vesting on 1/1/2025 and 1/1/2026. (6)Represents remaining 66% of our 2023 Annual Incentive Plan award with grant dates of 3/2/2023 and 2/14/2024 with equal vesting on 1/1/2025 and 1/1/2026. (7)Represents remaining 75% of our 2023 LTIP service-based award with a grant date of 3/2/2023 with equal vesting on 1/1/2025, 1/1/2026 and 1/1/2027. (8)Represents our 2024 LTIP service-based award with a grant date of 2/26/2024 with equal vesting on 2/12/2025, 1/1/2026, 1/1/2027 and 1/1/2028. (9)Represents target award under our 2022 LTIP performance-based award with a TSR performance period of 2022 through 2024. In February 2025, the Compensation Committee determined the Company’s relative TSR was at the target level and 6,452, 2,381, 1,536, 1,382 and 1,229 shares were earned by Messrs. Loeb, Wood, Coleman, Dunbar and Collins, respectively. The shares vested 75% on the determination date and will vest 25% on 1/1/2026. (10)Represents target award under our 2023 LTIP performance-based award with a TSR performance period of 2023 through 2025. (11)Represents target award under our 2024 LTIP performance-based award with a TSR performance period of 2024 through 2026. (12)Represents 80% of the maximum award under our 2024 Annual Incentive Plan that is earned based upon achievement of corporate performance metrics. In February 2025, the Compensation Committee determined the results of the plan and 7,145 and 3,044 shares were earned by Messrs. Loeb and Wood, respectively. The shares vested 34% on the determination date and will vest 33% per year on 1/1/2026 and 1/1/2027. The number of restricted shares earned based on the individual performance goals under the 2024 AIP for 2024 performance were granted on February 12, 2025, and are therefore not included in this table. (13)Represents 70% of the maximum award under our 2024 Annual Incentive Plan that is earned based upon achievement of corporate performance metrics. In February 2025, the Compensation Committee determined the results of the plan and 1,829, 1,740 and 1,498 shares were earned by Messrs. Coleman, Dunbar and Collins, respectively. The shares vested 34% on the determination date and will vest 33% per year on 1/1/2026 and 1/1/2027. The number of restricted shares earned based on the individual performance goals under the 2024 AIP for 2024 performance were granted on February 12, 2025, and are therefore not included in this table.

  91. Outstanding Equity Awards at Year-End

    | 2025 Proxy Statement | 61 |

  92. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information regarding restricted shares and restricted stock units that vested during 2024 for each of the Named Executive Officers. No stock options were granted to or exercised by the Named Executive Officers in 2024, and no options are currently outstanding.

  93. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Marshall A. Loeb | 31,374 | 5,756,914 | | Brent W. Wood | 12,588 | 2,309,833 | | John F. Coleman | 7,746 | 1,421,365 | | R. Reid Dunbar | 7,156 | 1,313,103 | | Ryan M. Collins | 5,910 | 1,084,463 |

  94. Option Exercises and Stock Vested

    (1)The aggregate value realized upon the vesting of restricted shares and restricted stock units represents the aggregate market price of the shares of Common Stock on the date of vesting.

  95. Option Exercises and Stock Vested

    | 62 | EastGroup Properties |

  96. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table shows potential payouts assuming that (i) the Named Executive Officer experienced a qualifying termination not in connection with a change in control; (ii) the Company experienced a change in control (where all outstanding equity awards were assumed, continued, or substituted by the successor); and (iii) the Company experienced a change in control (where all outstanding equity awards were assumed, continued, or substituted by the successor) and the Named Executive Officer experienced a qualifying termination on such date, in each case, on December 31, 2024.

  97. Potential Payments Upon Termination or Change in Control

    | Name and Form of Payment | Termination without Cause, not in connection with a Change in Control ($) | Change in Control ($) | Termination without Breach of Duty or Resignation with Good Reason, each in connection with a Change in Control ($) | Death ($) | Disability ($) | Retirement ($) | | Marshall A. Loeb | | | | | | | | Lump sum cash payment | 4,475,450(1) | — | 6,713,175(2) | 2,237,725(3) | 212,500(4) | — | | Healthcare and other insurance benefits | — | — | 60,000(5) | — | — | — | | Value of acceleration of unvested equity awards | 4,040,911(6) | — | 9,469,732(7) | 7,805,500(8) | 7,805,500(8) | 7,805,500(12) | | Total | 8,516,361 | — | 16,242,907 | 10,043,225 | 8,018,000 | 7,805,500 | | Brent W. Wood | | | | | | | | Lump sum cash payment | 2,373,426(1) | — | 3,560,139(2) | 1,186,713(3) | 131,250(4) | — | | Healthcare and other insurance benefits | — | — | 60,000(5) | — | — | — | | Value of acceleration of unvested equity awards | 1,644,251(6) | — | 3,657,540(7) | 3,067,802(8) | 3,067,802(8) | 3,067,802(12) | | Total | 4,017,677 | — | 7,277,679 | 4,254,515 | 3,199,052 | 3,067,802 | | John F. Coleman | | | | | | | | Lump sum cash payment | 1,908,670(1) | — | 2,863,005(2) | 954,335(3) | 128,750(4) | — | | Healthcare and other insurance benefits | — | — | 60,000(5) | — | — | — | | Value of acceleration of unvested equity awards | 1,059,003(6) | — | 2,338,446(7) | 1,960,013(8) | 1,960,013(8) | 1,960,013(12) | | Total | 2,967,673 | — | 5,261,451 | 2,914,348 | 2,088,763 | 1,960,013 | | R. Reid Dunbar | | | | | | | | Lump sum cash payment | 1,339,847(9) | — | 2,233,078(10) | 893,231(3) | 122,500(4) | — | | Healthcare and other insurance benefits | — | — | 45,000(11) | — | — | — | | Value of acceleration of unvested equity awards | 972,229(6) | — | 2,134,437(7) | 1,794,029(8) | 1,794,029(8) | — | | Total | 2,312,076 | — | 4,412,515 | 2,687,260 | 1,916,529 | — | | Ryan M. Collins | | | | | | | | Lump sum cash payment | 1,109,400(9) | — | 1,849,000(10) | 739,600(3) | 105,500(4) | — | | Healthcare and other insurance benefits | — | — | 45,000(11) | — | — | — | | Value of acceleration of unvested equity awards | 796,828(6) | — | 1,823,311(7) | 1,523,225(8) | 1,523,225(8) | — | | Total | 1,906,228 | — | 3,717,311 | 2,262,825 | 1,628,725 | — |

  98. Potential Payments Upon Termination or Change in Control

    (1)Represents 2x average annual compensation for 2024. (2)Represents 3x average annual compensation for 2024. (4)Represents 90 days of continuation of base salary.

  99. Potential Payments Upon Termination or Change in Control

    | 2025 Proxy Statement | 63 |

  100. Potential Payments Upon Termination or Change in Control

    (5)Represents payment of premiums for life insurance coverage and health plan coverage for 24 months. The value of the payments in this column are based on an estimate of the Company’s cost to provide such benefits to an executive officer equal to $30,000 per year. (6)Represents the acceleration of all service-based stock awards, including performance-based awards that were previously earned but remain subject to service-based vesting at the date of termination, based on our closing stock price of $160.49 per share as of December 31, 2024, the last trading day of the year, plus accrued dividends. (7)Represents the acceleration of all service-based stock awards, including performance-based awards that were previously earned but remain subject to service-based vesting at the date of termination, and all performance-based stock awards, assuming that performance criteria are deemed to be achieved at the target level, based on our closing stock price of $160.49 per share as of December 31, 2024, the last trading day of the year, plus accrued dividends. (8)Represents the acceleration of all service-based stock awards, including performance-based awards that were previously earned but remain subject to service-based vesting at the date of termination, and all performance-based stock awards, pro-rated for the portion of the performance period that the executive was employed and assuming that performance criteria are deemed to be achieved at the target level, based on our closing stock price of $160.49 per share as of December 31, 2024, the last trading day of the year, plus accrued dividends. (9)Represents 1.5x average annual compensation for 2024. (10)Represents 2.5x average annual compensation for 2024. (11)Represents payment of premiums for life insurance coverage and health plan coverage for 18 months. The value of the payments in this column are based on an estimate of the Company’s cost to provide such benefits to an executive officer equal to $30,000 per year. (12)Represents, for employees who meet the age and service requirements under the Company’s Retirement Policy, which is described in further detail below, the full acceleration of all service-based stock awards, including performance-based awards that were previously earned but remain subject to service-based vesting at the date of retirement (presumed to be December 31, 2024, for purposes of this disclosure) and all performance-based stock awards, pro-rated for the portion of the performance period that the executive was employed and assuming that performance criteria are deemed to be achieved at the target level, based on our closing stock price of $160.49 per share as of December 31, 2024, the last trading day of the year, plus accrued dividends. For purposes of the footnotes above, average annual compensation means an amount equal to the annual average of the sum of (i) the executive’s annual base salary from the Company plus (ii) the amount of cash bonus paid by the Company to the executive, in each case for the average of the three calendar years that ended immediately before (or, if applicable, coincident with) a specified date, provided that: (A) any such year in which the executive was not employed by the Company is excluded from the averaging period; and (B) the base salary and cash bonus for any such year that reflects a partial year of employment is annualized. The Company accrues dividends on all stock awards beginning with the first day of the applicable performance period. The accrued dividends are delivered to the executive officer when the stock awards vest. The value of the stock awards in the above table includes the actual value of the dividends accrued with respect to each stock award that is no longer subject to performance criteria.

  101. CEO Pay Ratio

    CEO Pay Ratio For 2024, the total compensation of our Chief Executive Officer as reported in the Summary Compensation Table (page 58) was $7,123,038 and for the median employee was $139,674. The resulting ratio of the Chief Executive Officer’s pay to the pay of the median employee for fiscal year 2024 was 51 to 1. The median employee utilized for 2024 is the same employee identified in 2023 because there have been no changes in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to the pay ratio disclosure. In 2023, we identified the median employee using our entire employee population, excluding our Chief Executive Officer, consisting of 93 full-time employees and 1 part-time employee on December 1, 2023. We identified the median employee based on gross wages paid in the 12-month period ended December 1, 2023. We did not annualize any compensation or make any assumptions, adjustments or estimates with respect to gross wages paid in the period. As required by SEC rules, after identifying our median employee, we calculated annual total compensation for both our median employee and our CEO using the same methodology that we used to determine our Named Executive Officers’ total annual compensation for the Summary Compensation Table. This information is being provided for compliance purposes. Neither the Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions. Given the different methodologies that companies use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  102. Pay Versus Performance

    Pay Versus Performance The following tables and discussion summarize the relationship between the compensation actually paid, calculated in accordance with Item 402(v) of Regulation S-K (“Compensation Actually Paid”), to our principal executive officer (“PEO”) and the average Compensation Actually Paid to our other Named Executive Officers and certain financial performance results for our last five completed fiscal years, calculated in the manner required by Item 402(v) of Regulation S-K. The tables and the associated narrative and graphical disclosure should be viewed together for a more complete presentation of such relationship over the time periods presented. The calculations and analysis below do not necessarily reflect the Company’s approach to aligning executive compensation with performance. For information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with financial performance, refer to the Compensation Discussion and Analysis on page 39 of this proxy statement.

  103. Pay Versus Performance

    | | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(1) (4) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(3) (4) | Value ($) of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) (2) | Compensation Actually Paid to PEO ($)(2) (3) | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return($)(5)(6) | Net Income (in thousands) ($)(7) | FFO Per Diluted Share ($)(8) | | 2024 | 7,123,038 | 3,198,715 | 2,191,323 | 1,229,579 | 138.42 | 123.25 | 227,807 | 8.35 | | 2023 | 6,894,670 | 11,324,343 | 2,277,324 | 3,441,758 | 153.53 | 113.35 | 200,548 | 7.79 | | 2022 | 5,467,097 | (36,469) | 1,875,710 | 435,024 | 120.29 | 99.67 | 186,274 | 7.00 | | 2021 | 5,397,019 | 14,229,431 | 1,681,057 | 4,026,839 | 179.73 | 131.78 | 157,638 | 6.09 | | 2020 | 4,666,270 | 5,689,719 | 1,618,443 | 1,892,120 | 106.70 | 92.00 | 108,391 | 5.38 |

  104. Pay Versus Performance

    (1)The dollar amounts reported represent the total compensation for the PEO and the average total compensation for the other Named Executive Officers, in each cased as reported in the Summary Compensation Table for the applicable year. (2)For all years presented, the PEO is Marshall A. Loeb, Chief Executive Officer, President and Director. (3)The dollar amounts reported represent the Compensation Actually Paid for our PEO and the average Compensation Actually Paid for our other Named Executive Officers, as computed in accordance with SEC rules, but do not reflect the actual amount of compensation received by our PEO or other Named

  105. Pay Versus Performance

    | 66 | EastGroup Properties |

  106. Pay Versus Performance

    Executive Officers during the applicable year. Fair value or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns was determined by reference to (a) for restricted share awards (excluding performance-based stock awards), the closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting price, (b) for performance-based stock awards that are not market based, the same valuation methodology as restricted share awards above except year-end values are multiplied by the probability of achievement as of each such date, and (c) for market-based performance-based stock awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end dates. For the portion of Compensation Actually Paid that is based on year-end stock prices, the following prices were used: $160.49, $183.54, $148.06, $227.85, $138.06, and $132.67 for years ended 2024, 2023, 2022, 2021, 2020, and 2019, respectively. Compensation Actually Paid reflects the following adjustments from total compensation reported in the Summary Compensation Table:

  107. Pay Versus Performance

    | | PEO ($) | Average Other Named Executive Officers ($) | | | Total Reported in 2024 Summary Compensation Table (“SCT”) | 7,123,038 | | 2,191,323 | | Less, Value of Stock Awards Reported in SCT | (4,220,955) | | (1,074,210) | | Plus, Year-End Value of Awards Granted in Fiscal Year that are Outstanding and Unvested | 3,509,838 | | 901,846 | | Plus (or Minus), Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | (3,335,259) | | (828,565) | | Plus, Vesting Date Fair Value of Awards Granted this Year and that Vested this Year | 123,469 | | 39,536 | | Plus (or Minus), Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | (1,416) | | (351) | | Minus, Prior Year-End Fair Value of Prior Year Awards that Failed to Vest this Year | — | | — | | Total Adjustments | (3,924,323) | | (961,744) | | Compensation Actually Paid for Fiscal Year 2024 | 3,198,715 | | 1,229,579 |

  108. Pay Versus Performance

    | | PEO ($) | Average Other Named Executive Officers ($) | | | Total Reported in 2023 SCT | 6,894,670 | | 2,277,324 | | Less, Value of Stock Awards Reported in SCT | (4,216,711) | | (1,163,731) | | Plus, Year-End Value of Awards Granted in Fiscal Year that are Outstanding and Unvested | 5,648,593 | | 1,574,180 | | Plus (or Minus), Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | 2,724,847 | | 673,240 | | Plus, Vesting Date Fair Value of Awards Granted this Year and that Vested this Year | 68,067 | | 23,942 | | Plus (or Minus), Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | 204,877 | | 56,803 | | Minus, Prior Year-End Fair Value of Prior Year Awards that Failed to Vest this Year | — | | — | | Total Adjustments | 4,429,673 | | 1,164,434 | | Compensation Actually Paid for Fiscal Year 2023 | 11,324,343 | | 3,441,758 |

  109. Pay Versus Performance

    | | PEO ($) | Average Other Named Executive Officers ($) | | | Total Reported in 2022 SCT | 5,467,097 | | 1,875,710 | | Less, Value of Stock Awards Reported in SCT | (2,956,285) | | (826,293) | | Plus, Year-End Value of Awards Granted in Fiscal Year that are Outstanding and Unvested | 2,256,774 | | 646,922 | | Plus (or Minus), Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | (4,391,500) | | (1,151,722) | | Plus, Vesting Date Fair Value of Awards Granted this Year and that Vested this Year | 121,406 | | 36,794 | | Plus (or Minus), Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | (533,961) | | (146,387) | | Minus, Prior Year-End Fair Value of Prior Year Awards that Failed to Vest this Year | — | | — | | Total Adjustments | (5,503,566) | | (1,440,686) | | Compensation Actually Paid for Fiscal Year 2022 | (36,469) | | 435,024 |

  110. Pay Versus Performance

    | | PEO ($) | Average Other Named Executive Officers ($) | | | Total Reported in 2021 SCT | 5,397,019 | | 1,681,057 | | Less, Value of Stock Awards Reported in SCT | (3,028,367) | | (759,494) | | Plus, Year-End Value of Awards Granted in Fiscal Year that are Outstanding and Unvested | 6,253,558 | | 1,574,699 | | Plus (or Minus), Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | 5,453,289 | | 1,490,384 | | Plus, Vesting Date Fair Value of Awards Granted this Year and that Vested this Year | 88,020 | | 24,863 |

  111. Pay Versus Performance

    | 2025 Proxy Statement | 67 |

  112. Pay Versus Performance

    | Plus (or Minus), Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | 65,912 | 15,330 | | Minus, Prior Year-End Fair Value of Prior Year Awards that Failed to Vest this Year | — | — | | Total Adjustments | 8,832,412 | 2,345,782 | | Compensation Actually Paid for Fiscal Year 2021 | 14,229,431 | 4,026,839 |

  113. Pay Versus Performance

    | | PEO ($) | Average Other Named Executive Officers ($) | | | Total Reported in 2020 SCT | 4,666,270 | | 1,618,443 | | Less, Value of Stock Awards Reported in SCT | (2,481,393) | | (686,016) | | Plus, Year-End Value of Awards Granted in Fiscal Year that are Outstanding and Unvested | 3,007,943 | | 835,889 | | Plus (or Minus), Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | 334,747 | | 87,026 | | Plus, Vesting Date Fair Value of Awards Granted this Year and that Vested this Year | 73,081 | | 20,607 | | Plus (or Minus), Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | 89,071 | | 16,171 | | Minus, Prior Year-End Fair Value of Prior Year Awards that Failed to Vest this Year | — | | — | | Total Adjustments | 1,023,449 | | 273,677 | | Compensation Actually Paid for Fiscal Year 2020 | 5,689,719 | | 1,892,120 |

  114. Pay Versus Performance

    (4)For all years presented, the non-PEO Named Executive Officers include: Brent W. Wood, Executive Vice President, Chief Financial Officer and Treasurer; John F. Coleman, Executive Vice President; R. Reid Dunbar, Executive Vice President; and Ryan M. Collins, Executive Vice President. (5)Value assumes $100 invested on December 31, 2019. (6)For the relevant fiscal year, represents the cumulative TSR of the Peer Group, defined as the FTSE Nareit Equity REITs Index, a published industry index. (7)Represents net income computed in accordance with GAAP. (8)The Company selected FFO per diluted share as its Company-Selected Financial Measure. FFO is a commonly used operating performance measure of REITs used to evaluate the performance of the Company's investments in real estate assets and its operating results and is defined by Nareit. FFO is not computed in accordance with GAAP. A reconciliation of FFO and other required disclosure can be found on page 24 of our Annual Report on Form 10-K for the year ended December 31, 2024, which we filed with the SEC on February 12, 2025.