DEF 14A of Camden Property Trust, Mar 25, 2024

DEF 14A of Camden Property Trust

Filed Mar 25, 2024 · FY20230000906345-24-000010

Open on EDGAR

  1. GOVERNANCE HIGHLIGHTS

    GOVERNANCE HIGHLIGHTS We are committed to good corporate governance to promote the long-term interests of shareholders, strengthen management accountability, and help maintain public trust in Camden. Some of our governance highlights are listed below and further described beginning on page 9:

  2. GOVERNANCE HIGHLIGHTS

    | •10 Trust Manager Nominees | •Independent Audit; Compensation; and Nominating, Corporate Governance, and Sustainability Committees | | •8 of 10 Trust Manager Nominees are independent | | | •Annual Election of Trust Managers by Majority Vote | •Regular Executive Sessions of Independent Trust Managers | | •Commitment to Board refreshment (since 2017, four new Trust Managers have joined) | | | | •Risk Oversight by Full Board and Committees | | •Prohibition on Trust Managers Seeking Re-Election after age 75 | •Anti-Hedging Policy | | | •Anti-Pledging Policy | | •Robust Trust Manager Nominee Selection Process | •Robust Share Ownership Guidelines | | •Lead Independent Trust Manager | •Bylaws Include Proxy Access Nominating Provisions | | •Regular Trust Manager Performance Assessment | |

  3. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    PROPOSAL 1 - ELECTION OF TRUST MANAGERS

  4. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    | The Nominating, Corporate Governance, and Sustainability Committee of the Board nominated each of the current Trust Managers for reelection at the annual meeting, and the Board recommends you vote FOR each of the following nominees. | | ü The Board recommends you vote FOR each of the nominees listed. | | •Richard J. Campo | •Renu Khator | | | •Javier E. Benito | •D. Keith Oden | | | •Heather J. Brunner | •Frances Aldrich Sevilla-Sacasa | | | •Mark D. Gibson | •Steven A. Webster | | | •Scott S. Ingraham | •Kelvin R. Westbrook | |

  5. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    No nominee was selected for election at the 2024 annual meeting as a result of any arrangement or understanding between that nominee and any other person. Trust Managers elected at the meeting will hold office for a one-year term. To be elected, a nominee must receive a vote of the majority of shares represented in person or by proxy at the meeting. All nominees have consented to serve as Trust Managers. The Board has no reason to believe any of the nominees will be unable to act as Trust Manager. However, if a Trust Manager is unable to stand for election, the Board may either reduce the size of the Board or the Nominating, Corporate Governance, and Sustainability Committee may designate a substitute. If a substitute nominee is named, the proxies will vote for the election of the substitute. Trust Manager Qualifications. The Company’s Guidelines on Governance contain Board membership criteria which the Nominating, Corporate Governance, and Sustainability Committee uses in evaluating nominees for a position on the Board. Under these criteria, a majority of the Board must be comprised of independent Trust Managers. The Nominating, Corporate Governance, and Sustainability Committee works with the Board to determinate the appropriate characteristics, skills, and experiences for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience. Characteristics expected of each Trust Manager include integrity, high personal and professional ethics, sound business judgment, and the ability and willingness to commit sufficient time to the Board. In evaluating the suitability of individual Board members, the Nominating, Corporate Governance, and Sustainability Committee takes into account an understanding of the Company’s business, including real estate markets generally, the development, ownership, operation and financing of multifamily communities, and various matters applicable to real estate investing and operations. However, the Nominating, Corporate Governance, and Sustainability Committee supports the unique perspective leaders from other industries can bring to Camden. The Nominating, Corporate Governance, and Sustainability Committee also considers a number of other factors, including a general understanding of business operations, finance and other disciplines relevant to the success of a large publicly-traded company in today’s business environment, educational and professional background, personal accomplishment, and geographic, gender, age, and ethnic diversity. The Board evaluates each individual in the context of the Board as a whole, with the objective of recommending a group which can best perpetuate the success of the Company’s business and represent shareholder interests through the exercise of sound judgment using its diversity of experience. The Nominating, Corporate Governance, and Sustainability Committee evaluates each incumbent Trust Manager on an annual basis to determine whether he or she should be nominated to stand for reelection, based on the types of criteria outlined above as well as the Trust Manager’s contributions to the Board during his or her current term. Identifying and Evaluating Nominees. The Nominating, Corporate Governance, and Sustainability Committee assesses whether any vacancies on the Board are expected. In the event vacancies are anticipated, or otherwise arise, the Nominating, Corporate Governance, and Sustainability Committee will use a variety of methods to identify and evaluate nominees for Trust Manager. Candidates may come to the attention of the Nominating, Corporate Governance, and Sustainability Committee through current Board members, professional search firms, shareholders or other persons. These candidates will be evaluated at regular or special meetings of the Nominating, Corporate Governance, and Sustainability Committee, and may be considered at any point during the year. As described above, the Nominating, Corporate Governance, and Sustainability Committee will consider all properly submitted shareholder nominations for candidates to

  6. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    | | 2024 Proxy Statement 9 |

  7. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    the Board. Following verification of the shareholder status of persons proposing candidates, recommendations will be aggregated and considered by the Nominating, Corporate Governance, and Sustainability Committee at a regularly scheduled meeting, which is generally the first meeting prior to the issuance of the proxy statement for the Company’s annual meeting. If any materials are provided by a shareholder in connection with the nomination of a Trust Manager candidate, such materials will be forwarded to the Nominating, Corporate Governance, and Sustainability Committee. The Nominating, Corporate Governance, and Sustainability Committee may also review materials provided by professional search firms or other parties, and/or utilize the findings or recommendations of a search committee composed of other Trust Managers, in connection with a nominee who is not proposed by a shareholder. In evaluating such nominations, the Nominating, Corporate Governance, and Sustainability Committee will seek to achieve a balance of knowledge, experience, and capability on the Board. Limits on Service on Other Boards. In the Company’s Guidelines on Governance, the Board recognizes its members benefit from service on the boards of other companies. The Board encourages this service but also believes it is critical Trust Managers have the opportunity to dedicate sufficient time to their service on Camden’s Board. To this end, the Company’s Guidelines on Governance provide employee Trust Managers may not serve on more than two public company boards in addition to Camden’s Board. Neither of Camden’s two employee Trust Managers currently serve on other public company boards. Individuals who serve on five or more other public company boards will not normally be asked to join Camden's Board and individuals who serve on more than two other public company audit committees will not normally be asked to join Camden’s Audit Committee unless, in any such case, the Board determines such simultaneous service would not impair the ability of such individual to effectively serve on Camden’s Board or Camden’s Audit Committee. Board Refreshment. To help facilitate the periodic refreshment of our Board, the Nominating, Corporate Governance, and Sustainability Committee regularly works with the Board to review the characteristics, skills, and experiences that it believes are desirable to be represented on the Board. On an annual basis, the Board and the Nominating, Corporate Governance, and Sustainability Committee also evaluate each individual in the context of the Board as a whole, with the objective of recommending a group of Trust Managers which can best perpetuate the success of the Company and assessing whether there are gaps on the Board that need to be filled. These conversations, as well as the annual Board and committee self-evaluations, aim to increase Board effectiveness and inform Board refreshment efforts. The Board also enables planned refreshment through its maintenance of a mandatory retirement age for directors as discussed below. This refreshment process resulted in two new independent Trust Managers added to the Board in 2017, one new independent Trust Manager added to the Board in 2020, and one new independent Trust Manager added to the Board in 2022. Term Limits; Retirement Age. Trust Managers hold office for one-year terms. The Company’s Guidelines on Governance provide, as a general matter, independent Trust Managers will not stand for election to a new term of service at any annual meeting following their 75th birthday. The Board may approve exceptions to this practice when it believes it is in Camden's interest to do so. The Board does not believe it should establish term limits for Trust Manager service, instead preferring to rely upon the mandatory retirement age and the evaluation procedures described above as the primary methods of ensuring each Trust Manager continues to act in a manner consistent with the best interests of Camden, its shareholders, and the Board. The Board believes term limits have the disadvantage of losing the contribution of Trust Managers who have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole.

  8. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    | | 2024 Proxy Statement 10 |

  9. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    Shareholder Recommended Director Candidates. The policy of the Nominating, Corporate Governance, and Sustainability Committee is to consider all properly submitted shareholder recommendations for candidates for membership on the Board. In evaluating such recommendations, the Nominating, Corporate Governance, and Sustainability Committee will seek to achieve a balance of knowledge, experience, and capability on the Board and to address the membership criteria described above under “Trust Manager Qualifications.” The Nominating, Corporate Governance, and Sustainability Committee will apply the same criteria to all candidates it considers, including any candidates recommended by shareholders. Any Trust Manager candidate recommended for consideration to the Nominating, Corporate Governance, and Sustainability Committee by a shareholder should include the name and qualifications for Board membership of the individual being recommended as a Trust Manager candidate and should be addressed to the corporate secretary at the address listed below. Shareholders recommending candidates for consideration by the Board in connection with the next annual meeting of shareholders should submit their written recommendation no later than January 1 of the year of that meeting. Shareholders who wish to nominate a person for election as a Trust Manager in connection with an annual meeting of shareholders (as opposed to making a recommendation to the Nominating, Corporate Governance, and Sustainability committee as described above) must deliver written notice to our Corporate Secretary in the manner described in Section 3.4 of Article III of the Company’s Sixth Amended and Restated Bylaws and within the time periods set forth at the end of this proxy statement under the section “Shareholder Proposals and Trust Manager Nominations.” The Company’s shareholders also possess the right to nominate candidates to the Board through proxy access provisions of the Company’s Bylaws as described at the end of this proxy statement under the Section “Shareholder Proposals and Trust Manager Nominations.” In addition to fulfilling the criteria described above, each nominee also brings a strong background and set of skills to the Board, giving the Board as a whole competence and experience in a wide variety of areas, including corporate governance and Board service, executive management, education, marketing, media and technology enterprises, private equity investment, financial institutions, and multifamily and related businesses. See the discussion below for a description of the key qualifications of each nominee.

  10. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    | | 2024 Proxy Statement 11 |

  11. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    Biographical Information about our Trust Manager Nominees. Set forth below are the nominees, together with biographical information, qualifications, and directorships held at public companies during the past five years.

  12. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    | | Richard J. Campo | | | | Age: 69 Trust Manager since: 1993 | Committees: Executive (Chair) | | | Current Directorships •None Past Directorships •None in the past five years | | | Professional Experience and Education: Mr. Campo has been Chairman of the Board and CEO of Camden since 1993. He co-founded Camden’s predecessor companies in 1982, and prior to that worked in the finance department of Century Development Corporation. Mr. Campo holds a Bachelor’s Degree in Accounting from Oregon State University. Qualifications: Mr. Campo was nominated to serve on our Board because of his extensive financial and commercial real estate experience, and his knowledge of Camden as a co-founder and longtime Trust Manager. He has proven leadership ability and strong skills in corporate finance, capital markets, strategic planning, mergers and acquisitions, and other public company matters. In addition, his experience in serving as a director of private and not-for-profit companies has provided him with expertise in corporate governance. | | |

  13. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    | | Javier E. Benito INDEPENDENT | | | | Age: 61 Trust Manager since: 2022 | Committees: Audit | | | Current Directorships • None Past Directorships • None | | | Professional Experience and Education: Mr. Benito has been a Trust Manager since 2022. Mr. Benito currently serves as General Manager KFC Latin America and the Caribbean of Yum! Brands, Inc., a global restaurant corporation primarily operating the company’s brands – KFC, Pizza Hut and Taco Bell. He previously served as Chief Strategy Officer from 2013 to 2014, Managing Director of European Franchise Business and Russia from 2010 – 2013, and Executive Vice President and Chief Marketing Officer KFC USA from 2008 to 2010. Prior to that, Mr. Benito served as Executive Vice President and Chief Marketing Officer of Starwood Hotels and Resorts from 2005 to 2007, and served in various executive roles with the Coca-Cola Company from 1994 to 2005 and the Procter & Gamble Company from 1987 to 1994. Mr. Benito holds a Bachelor’s Degree in Economics from the University of California – San Diego and an MBA from the University of Chicago. Qualifications: Mr. Benito was nominated to serve on our Board because of his extensive marketing experience and financial knowledge. In addition, his previous experience serving in executive roles, including Chief Strategy Officer and Chief Marketing Officer, has provided him with expertise in the area of corporate governance. | | |

  14. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    | | 2024 Proxy Statement 12 |

  15. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    | | Heather J. Brunner INDEPENDENT | | | | Age: 55 Trust Manager since: 2017 | Committees: Audit (Chair) | | | Current Directorships •None Past Directorships •None in the past five years | | | Professional Experience and Education: Ms. Brunner has been Chairwoman and Chief Executive Officer of WP Engine, Inc., a private cloud content management services company, since October 2013, and served as its Chief Operating Officer from May 2013 to October 2013. From 2009 through May 2013, she served as Chief Operating Officer of Bazaarvoice, a market leader in commerce solutions. Prior to that, Ms. Brunner served as Senior Vice President of Bazaarvoice, Chief Executive Officer of Nuvo, a wholly owned subsidiary of Trilogy, and Chief Operating Officer for B-Side Entertainment, a privately funded entertainment technology company. Prior to that, she held a variety of other management roles at Coremetrics, Trilogy, Concero, Oracle and Accenture. Ms. Brunner holds a Bachelor’s Degree in International Economics from Trinity University. Qualifications: Ms. Brunner was nominated to serve on our Board because of her extensive experience in technology and innovation, and her strong skills in operations and client services. She has substantial executive and leadership experience, and her roles as CEO and COO at various companies has provided her expertise in the area of corporate governance. | | |

  16. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    | | Mark D. Gibson INDEPENDENT | | | | Age: 65 Trust Manager since: 2020 | Committees: Audit | | | Current Directorships •None Past Directorships •HFF, Inc. (2006-2019) | | | Professional Experience and Education: Mr. Gibson currently serves as Chief Executive Officer, Capital Markets, Americas of Jones Lang LaSalle, Inc., a real estate services and investment management firm. He previously served as Executive Managing Director, Vice Chairman and Chief Executive Officer of HFF, Inc. (formerly Holliday Fenoglio & Company and acquired by Jones Lang LaSalle in 2019) from 2014 to 2019, and he served as Director and Vice Chairman from 2006 to 2014. Prior to that, Mr. Gibson was a founding partner of HFF LP and served as the company’s Executive Managing Director from 2003 to 2006 and Co-Head, Dallas Office and Senior Vice President from 1993 to 2010. Mr. Gibson received his Bachelor of Business Administration from University of Texas at Austin. Qualifications: Mr. Gibson was nominated to serve on our Board because of his extensive experience in the real estate industry, having previously served as Chairman of both the Texas Real Estate Council of Dallas, as well as the UT Real Estate Finance and Investment Center. As Mr. Gibson is routinely involved in large-scale public company M&A activity, he has keen insight on business and strategic outlooks. He has considerable executive and leadership experience, and his position as CEO and Vice Chairman at a prior public company has provided him expertise in corporate governance. | | |

  17. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    | | 2024 Proxy Statement 13 |

  18. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    | | Scott S. Ingraham INDEPENDENT | | | | Age: 70 Trust Manager since: 1998 | Committees: Compensation Nominating, Corporate Governance, and Sustainability Executive | | | Current Directorships •Kilroy Realty, Inc. (office property REIT) Past Directorships •RealPage, Inc. (property management software) (2012 - 2021) | | | Professional Experience and Education: Mr. Ingraham is the co-owner of Zuma Capital, a firm engaged in private equity and angel investing. He was the co- founder, Chairman and CEO of Rent.com, an Internet-based residential real estate site, from 1999 until 2005 when it was sold to eBay. Mr. Ingraham previously served as the President and CEO of Oasis Residential, Inc., a public apartment REIT, working there from 1992 until the company’s merger with Camden Property Trust in 1998. Prior to 1992, he worked in the areas of real estate finance, mortgage, and investment banking. Mr. Ingraham holds a Bachelor’s Degree in Business Administration from the University of Texas at Austin. Qualifications: Mr. Ingraham was nominated to serve on our Board because of his extensive financial, REIT, and commercial real estate knowledge. In addition, his experience in serving as both an executive and a director of other public and private companies has provided him with expertise in corporate governance. | | |

  19. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    | | Renu Khator INDEPENDENT | | | | Age: 68 Trust Manager since: 2017 | Committees: Compensation (Chair) | | | Current Directorships •The PNC Financial Services Group, Inc. Past Directorships •None in the past five years | | | Professional Experience and Education: Dr. Khator has been Chancellor of the University of Houston System and President of the University of Houston since January 2008. She was Provost and Senior Vice President of the University of South Florida from 2003 through 2007. Prior to this date, she served in a variety of roles at the University of South Florida. Dr. Khator holds a Bachelor’s Degree in Liberal Arts from Kanpur University in India, a Master’s Degree in Political Science from Purdue University and a Ph.D in Political Science and Public Administration from Purdue University. Qualifications: Dr. Khator was nominated to serve on our Board because of her considerable experience in education and administration. She has strong skills in communication, international relations, and proven leadership ability. Her experience in serving as a director of several other governmental and private entities has provided her with expertise in corporate governance. | | |

  20. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    | | 2024 Proxy Statement 14 |

  21. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    | | D. Keith Oden | | | | Age: 67 Trust Manager since: 1993 | Committees: None | | | Current Directorships •None Past Directorships •None in the past five years | | | Professional Experience and Education: Mr. Oden has been Executive Vice Chairman of the Board since July 2019, also serving as President effective December 31, 2021, and a Trust Manager since 1993. Prior to his appointment as Executive Vice Chairman of the Board, he served as President of the Company since 1993. He co-founded Camden’s predecessor companies in 1982, and prior to that served as Director of Financial Planning at Century Development Corporation, and a Management Consultant with Deloitte, Haskins and Sells. Mr. Oden holds both a Bachelor’s Degree in Business Administration and an MBA from the University of Texas at Austin. Qualifications: Mr. Oden was nominated to serve on our Board because of his extensive financial and commercial real estate experience, and his knowledge of Camden as a co-founder and longtime Trust Manager. He has proven leadership ability and strong skills in corporate finance, capital markets, strategic planning, mergers and acquisitions, and other public company matters. In addition, Mr. Oden is a member of the Executive Council of the Center for Real Estate Finance at the University of Texas, serving as an advisor, guest lecturer, and panelist for the faculty and students pursuing their MBAs in real estate finance. | | |

  22. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    | | Frances Aldrich Sevilla-Sacasa INDEPENDENT | | | | Age: 68 Trust Manager since: 2011 | Committees: Nominating, Corporate Governance, and Sustainability (Chair) | | | Current Directorships •Callon Petroleum Company or its predecessor (oil and gas exploration and development) •Invitation Homes, Inc. (single-family home rental) Past Directorships •New Senior Investment Group (senior housing REIT) (2021)1 1 Company was acquired in September 2021 1 | | | Professional Experience and Education: Ms. Sevilla-Sacasa is a Private Investor and was CEO of Banco Itaú International, Miami, Florida, from April 2012 to December 2016. She served as Executive Advisor to the Dean of the University of Miami School of Business from August 2011 to March 2012, Interim Dean of the University of Miami School of Business from January 2011 to July 2011, President of U.S. Trust, Bank of America Private Wealth Management from July 2007 to December 2008, President and CEO of US Trust Company from early 2007 until June 2007, and President of US Trust Company from November 2005 until June 2007. She previously served in a variety of roles with Citigroup’s private banking business, including President of Latin America Private Banking, President of Europe Private Banking, and Head of International Trust Business. Ms. Sevilla-Sacasa holds a Bachelor of Arts Degree from the University of Miami and an MBA from the Thunderbird School of Global Management. Qualifications: Ms. Sevilla-Sacasa was nominated to serve on our Board because of her considerable experience in financial services, banking, and wealth management. In addition, her experience as a former President and CEO of a trust and wealth management company, and as a director of other corporate and not-for-profit boards has provided her with expertise in the area of corporate governance. | | |

  23. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    | | 2024 Proxy Statement 15 |

  24. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    | | Steven A. Webster INDEPENDENT | | | | Age: 72 Trust Manager since: 1993 | Committees: Compensation Nominating, Corporate Governance, and Sustainability | | | Current Directorships •Callon Petroleum Company or its predecessor (oil and gas exploration and development) •Oceaneering International, Inc. (subsea engineering) Past Directorships •ERA Group, Inc. (helicopter operations and leasing (2013-2020) | | | Professional Experience and Education: Throughout his business career, Mr. Webster has been active in both venture capital and later stage investing in energy and other industries. After founding Falcon Drilling Company in 1988, he led its initial public offering in 1995 and subsequent merger with Reading & Bates and Cliffs Drilling, to form one of the world’s leading offshore drilling companies (FLC:NYSE). He served as CEO through 1999 just prior to R&B Falcon’s acquisition by Transocean. Mr. Webster was also a co-founder of Carrizo Oil & Gas (CRZO/NASDAQ), Basic Energy Services (BAS/NYSE), Hercules Offshore (HERO/Nasdaq) and numerous privately-held companies in various industries. Through his career , he has served as Chairman of Carrizo and Basic. Following the sale of R&B Falcon, Mr. Webster joined DLJ Merchant Banking to build its private equity practice in the energy space. From 2005 - 2018, he joined other DLJ Merchant Banking principals to co-found and manage Avista Capital Partners (Avista), a private equity firm focusing on energy and healthcare. Through AEC Partners, a successor to Avista, and individually, Mr. Webster remains active in private equity investment in energy and other industries. Mr. Webster holds an MBA from Harvard Business School, and both a BSIM degree and an honorary Doctorate in Management from Purdue University. Qualifications: Mr. Webster was nominated to serve on our Board because of his extensive financial knowledge and executive experience from his tenure as CEO and/or director of a number of publicly-traded companies. He has strong skills in corporate finance, capital markets, investments, mergers and acquisitions, and complex financial transactions. | | |

  25. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    | | Kelvin R. Westbrook INDEPENDENT | | | | Age: 68 Trust Manager since: 2008 Lead Independent Trust Manager since: 2017 | Committees: Executive | | | Current Directorships •Archer-Daniels Midland Company (agribusiness-crop origination and transportation) •T-Mobile USA, Inc. (mobile telecommunications) •The Mosaic Company (agribusiness-crop nutrition) | | | Professional Experience and Education: Mr. Westbrook has been President and CEO of KRW Advisors, LLC, a privately-held company in the business of providing consulting and advisory services to telecommunications, media, and other industries, since 2007. Prior to that time, he served in a variety of roles at Millennium Digital Media Systems, LLC including Chairman, Chief Strategic Officer, President, and CEO. He previously was President and Chairman of LEB Communications, Inc., and Executive Vice President of Charter Communications. Prior to 1993, he was a Partner in the national law firm of Paul, Hastings, Janofsky & Walker. Mr. Westbrook holds a Bachelor of Arts Degree from University of Washington and a Juris Doctor Degree from Harvard University. Qualifications: Mr. Westbrook was nominated to serve on our Board because of his extensive legal, media, and marketing expertise. He has strong skills in law, corporate finance, mergers and acquisitions, and telecommunications, and substantial executive and leadership experience. In addition, through his service on the boards of directors and board committees of numerous other public companies and not-for-profit entities, Mr. Westbrook has gained in-depth knowledge and expertise in the area of corporate governance. | | |

  26. PROPOSAL 1 - ELECTION OF TRUST MANAGERS

    | | 2024 Proxy Statement 16 |

  27. Director Compensation Table - Fiscal 2023

    Director Compensation Table - Fiscal 2023 The table below summarizes the compensation the Company paid to each independent Trust Manager for 2023:

  28. Director Compensation Table - Fiscal 2023

    | Name (1) | Fees Earned or Paid in Cash (2) | Stock Awards (3) | Total | | Javier E. Benito | $12,500 | $230,061 | $242,561 | | Heather J. Brunner | 25,000 | 230,061 | 255,061 | | Mark D. Gibson | 12,500 | 230,061 | 242,561 | | Scott S. Ingraham | 17,500 | 230,061 | 247,561 | | Renu Khator | 22,500 | 230,061 | 252,561 | | Frances Aldrich Sevilla-Sacasa | 19,500 | 230,061 | 249,561 | | Steven A. Webster | 17,500 | 230,061 | 247,561 | | Kelvin R. Westbrook | 27,500 | 230,061 | 257,561 |

  29. Director Compensation Table - Fiscal 2023

    (1) Richard J. Campo, Chairman of the Board and CEO, and D. Keith Oden, Executive Vice Chairman of the Board and President, are not included in this table as they are employees and thus receive no additional compensation for their services as Trust Managers. The compensation received by Messrs. Campo and Oden as employees is shown in the Summary Compensation Table on page 46. (2) This column reflects the annual cash fees paid for 2023 to the independent Trust Managers and for service on Board committees as described above. (3) The dollar amount reported is the aggregate grant date fair value of awards granted during the year computed in accordance with ASC 718, Compensation-Stock Compensation. Assumptions used in the calculation of these amounts are included in note 2 to the audited consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Under SEC rules, the value of share awards is reported as compensation for the fiscal year in which the grant date (as determined for accounting purposes) occurs, whereas cash awards are reported as compensation for the fiscal year in which the compensation is earned. Accordingly, the grant date fair value of share awards included in the table above is the grant date fair value of share awards granted in 2023. On May 12, 2023, the date of our 2022 Annual Meeting, each Trust Manager who was elected or re-elected to the Board received an annual fully vested share award with a grant date fair value of $110,058 (with the difference between that value and $110,000 due to rounding to a whole share). Each such independent Trust Manager elected to receive, in lieu of the $80,000 annual cash fee for 2023, a share award of 150% of the annual cash fee, or $120,000. Accordingly, on May 12, 2023 each then current independent Trust Manager received an additional share award with a grant date value of $120,003 (with the difference between that value and $120,000 due to rounding to a whole share), which vested 25% on date of grant and will vest 25% in each of the next three years, subject to accelerated vesting upon the Trust Manager reaching the age of 65 years.

  30. Director Compensation Table - Fiscal 2023

    | | 2024 Proxy Statement 25 |

  31. Director Compensation Table - Fiscal 2023

    As of December 31, 2023, none of the independent Trust Managers held any vested or unvested ordinary share options and such persons held the following numbers of unvested share awards, in each case related to shares granted to independent Trust Manager in lieu of annual fees:

  32. Director Compensation Table - Fiscal 2023

    | Name | Unvested Share Awards | | Javier E. Benito | 1,232 | | Heather J. Brunner | 1,451 | | Mark D. Gibson | 1,451 | | Scott S. Ingraham * | — | | Renu Khator * | — | | Frances Aldrich Sevilla-Sacasa * | — | | Steven A. Webster * | — | | Kelvin R. Westbrook * | — |

  33. Director Compensation Table - Fiscal 2023

    * As noted above, unvested equity awards granted to each Trust Manager vest in full at the time the Trust Manager reaches the age of 65 years. Each of these Trust Managers was at least 65 years of age as of December 31, 2023.

  34. Director Compensation Table - Fiscal 2023

    | | 2024 Proxy Statement 26 |

  35. Key Executive Compensation Performance Metrics of Achievement

    Key Executive Compensation Performance Metrics of Achievement It is our goal to set challenging, yet achievable goals for our management team. The key performance metric achievements used to determine the performance award component of executive compensation for our Named Executive Officers for 2023 are listed below.

  36. Key Executive Compensation Performance Metrics of Achievement

    | l | We consider FFO1 to be a key metric. In 2023, FFO per share totaled $6.78 per diluted share, which was within our guidance of $6.70 to $7.00. | | l | Same Property NOI1 growth illustrates our ability to grow in current markets. In 2023, Same Property NOI growth was 4.3%, which was within our guidance of 3.5% to 6.5%. | | l | In an effort to maintain appropriate and manageable levels of debt, the Company utilizes the Net Debt/Adjusted EBITDAre1 Ratio as a key metric. In 2023, our ratio was 4.1x, which was better than our target of 5.0x. | | l | We continually assess our properties and future growth opportunities. The performance of our individual properties is extremely important. As such, yields from stabilized acquisitions/developments are a key metric. In 2023, the weighted average yields on our stabilized development properties were 0.01% above our targeted pro forma. |

  37. Key Executive Compensation Performance Metrics of Achievement

    In addition to the key performance metrics discussed above, for Named Executive Officers other than Messrs. Campo and Oden, individual goals were established based on the individual’s business function, leadership and the Company’s strategic goals and initiatives, and the achievement of these goals was part of the determination of their annual bonuses as discussed below under “Elements of Total Annual Direct Compensation-Annual Incentives-Annual Bonus.” Individual goals were not established for Messrs. Campo or Oden given their responsibility for the overall operations and performance of the Company. 1 A reconciliation of net income attributable to common shareholders to FFO and Core FFO, diluted EPS to FFO and Core FFO per diluted share, net income to NOI and same property net operating income, and net income to Adjusted EBITDAre for the year ended December 31, 2023 is contained in Appendix A of this proxy statement.

  38. Determination of Compensation

    Compensation Consultant. The Compensation Committee retained NFPCC, a consulting firm specializing in executive compensation and corporate governance, to provide advice on Camden’s executive compensation program for 2023. Neither NFPCC nor any of its affiliates provided any services to Camden or any of its affiliates during 2023 except for the executive compensation consulting services provided to the Compensation Committee. In 2023, NFPCC’s services for the Compensation Committee included: (i) advising the Compensation Committee with regards to Company goal setting; (ii) advising the Compensation Committee with respect to determining the membership of the Company’s 2023 Peer Group, as described below; and (iii) advising the Compensation Committee with respect to the amount and form of compensation for the Named Executive Officers, as described below. The Compensation Committee has assessed the independence of NFPCC and believes its engagement of NFPCC raises no conflicts of interest with the Company or any of its Board members or executive officers. Peer Group. The Compensation Committee, with the advice of NFPCC, selected the companies identified in the chart below to make up the Company’s peer group considered by the Compensation Committee in making its executive compensation decisions for 2023, including salary and target bonus levels. The Compensation Committee selected these companies because they were public REITs the Compensation Committee considered to be similar to the Company when taking the following factors into account (in the aggregate, with no one factor being determinative): engaged in business in the same or similar markets as Camden, revenue, market capitalization, target markets, asset quality, financial, and organization structure, as well as companies which potentially compete for executive talent.

  39. Determination of Compensation

    | Camden Property Trust Peer Group | | | AvalonBay Communities, Inc. | Invitation Homes, Inc. | | Brixmor Property Group, Inc. | Kimco Realty Corporation | | CubeSmart | Mid-America Apartment Communities, Inc. | | Duke Realty Corporation | National Retail Properties, Inc. | | Equity LifeStyle Properties, Inc. | Sun Communities, Inc. | | Equity Residential | The Macerich Company | | Essex Property Trust, Inc. | UDR, Inc. | | Federal Realty Investment Trust | Uniti Group Inc. | | Gaming & Leisure Properties, Inc. | |

  40. Annual Incentives

    Annual Incentives Annual Bonus. The Compensation Committee has established a bonus target, as a percentage of base salary, for each Named Executive Officer. The 2023 target bonus percentage for each of Messrs. Campo and Oden was 400%, and the target bonus percentage for each of the other Named Executive Officers was 250%. In determining the target bonus for each Named Executive Officer, the Compensation Committee takes into account the factors discussed on page 35 under Competitive Considerations. The maximum bonus that may be awarded to a Named Executive Officer is currently 175% of the executive's target bonus. To more fully tie compensation to long-term performance, Named Executive Officers may elect to receive up to 50% of their annual bonuses in Camden shares. To the extent a Named Executive Officer elects to receive shares, the price used to determine the number of shares is two-thirds of our share price at the time the shares are issued (i.e., the value of the shares at the time of grant is 150% of the cash portion of the annual bonus the Named Executive Officer would have otherwise received in cash). Historically, most Named Executive Officers have elected to receive the maximum 50% of their bonus in shares (and all of the Named Executive Officers elected to receive the maximum in shares for 2023), further tying each officer's compensation to longer term shareholder value creation. To provide an additional retention incentive, the shares issued pursuant to these grants vest 25% on the grant date and 25% on February 15th of each of the next three years, subject to accelerated vesting upon the executive's attaining age 65 with at least ten years of service with the Company ("Retirement Eligible"), or in connection with certain terminations as described in “Potential Payments Upon Termination or Change in Control” below.

  41. Annual Incentives

    | | 2024 Proxy Statement 37 |

  42. Annual Incentives

    The annual bonus process for the Named Executive Officers involves the following basic steps:

  43. Annual Incentives

    | Step 1 Set Company Financial Goals | The Compensation Committee discusses recommendations for financial performance measures and performance ranges for the Company with the Chairman of the Board/CEO and the Executive Vice Chairman of the Board and President, and then sets performance goals for the Company. | | | Step 2 Setting Other Performance Objectives | For Named Executive Officers other than Messrs. Campo and Oden, the Compensation Committee approves other performance objectives for the executive and his or her individual area of responsibility. These objectives take into account the recommendations of the Chairman of the Board/CEO and the Executive Vice Chairman of the Board and President and are intended to account for performance beyond purely financial measures. | | | Step 3 Setting Weightings of Goals and Objectives | The Compensation Committee approves the weightings of the financial goals and other performance objectives to help incentivize a high level of performance by the individual executive. These weightings take into account the recommendations of the Chairman of the Board/CEO and the Executive Vice Chairman of the Board and President. | | | Step 4 Measuring Performance | After the end of the year, the Compensation Committee reviews actual performance against each of the financial goals and other performance objectives established at the outset of the year. In determining the extent to which the financial goals are met for a given period, the Compensation Committee exercises its judgment whether to reflect or exclude the impact of equity offerings, changes in accounting principles, and non-recurring, extraordinary, unusual or infrequently occurring events. Consistent with its philosophy that a higher percentage of the most senior Named Executive Officers’ compensation should be tied to Company performance measures, the higher the individual’s position, the more heavily the bonus opportunity is weighted by the Company’s performance. | | | | Messrs. Campo and Oden Mr. Jessett, Ms. Baker, and Mr. Sengelmann | 100% Company performance 50% Company/50% Individual | | Step 5 Final Bonus Determination | The next step in the process is to determine each Named Executive Officer's actual bonus taking into account the Named Executive Officer's target bonus opportunity and actual performance results achieved for the year. The Compensation Committee exercises its judgement and discretion in setting the final amounts for each Named Executive Officer's target bonus for the year. | |

  44. Annual Incentives

    | | 2024 Proxy Statement 38 |

  45. Annual Incentives

    For purposes of determining 2023 annual bonuses for the Named Executive Officers, the Compensation Committee established individual performance objectives, and relative weightings for those objectives, for each of the Named Executive Officers other than Messrs. Campo and Oden. In setting the individual performance objectives, the Compensation Committee considered the recommendations of Messrs. Campo and Oden. The Compensation Committee did not establish specific individual performance objectives for Messrs. Campo and Oden given their responsibility for the overall operations of the Company. The 2023 individual performance objectives and relative weightings, established by the Compensation Committee for Mr. Jessett, Ms. Baker, and Mr. Sengelmann, as well as their overall achievement, were as follows:

  46. Annual Incentives

    | Executive/Weightings | Individual Performance Metrics | Weighting | | | The effectiveness in supervising financial reporting and forecasting, insurance, internal audit, legal and related functions, systems, and personnel | 25% | | | The effectiveness in managing the Company’s real estate investments function | 25% | | | The effectiveness in managing the Company's construction function | 20% | | | The effectiveness in managing the Company's balance sheet | 20% | | | The effectiveness in communicating Camden vision, strategy and culture to employees | 10% | | | Overall Achievement - 92% | | | | Same property NOI performance, and achievement of operational budgets | 25% | | | The effectiveness of utilizing strengths to manage certain Company human capital initiatives | 25% | | | The effectiveness in training, mentoring and developing personnel and managing business processes to maximize customer sentiment | 20% | | | The achievement of corporate and regional budgets | 15% | | | The effectiveness in developing and promoting corporate culture to employees | 15% | | | Overall Achievement - 93% | | | | The effectiveness in consummating acquisitions and dispositions | 25% | | | Yields on developments and completion of developments in accordance with applicable budgets | 25% | | | The commencement of construction of budgeted new development projects | 20% | | | The additional of new projects to the development pipeline | 20% | | | The achievement of proforma yields on dispositions | 10% | | | Overall Achievement - 87% | |

  47. Annual Incentives

    As described above, each of the Named Executive Officers elected to receive 50% of the executive's annual bonus in the form of a share award.

  48. Annual Incentives

    | | 2024 Proxy Statement 39 |

  49. Annual Incentives

    The following table shows each Named Executive Officer's total annual bonus for 2023 before the share award conversion and the portion of each Named Executive Officer's annual bonus paid for 2023 that was paid in cash, with the balance having been converted to a share award as described above.

  50. Annual Incentives

    | Named Executive Officer | Total Annual Bonus for 2023 | Portion of Annual Bonus for 2023 Paid in Cash | | Richard J. Campo | $3,823,546 | $1,911,773 | | D. Keith Oden | 3,823,546 | 1,911,773 | | Alexander J. Jessett | 1,864,084 | 932,042 | | Laurie A. Baker | 1,619,326 | 809,663 | | William W. Sengelmann | 1,174,341 | 587,171 |

  51. Annual Incentives

    The amounts of the annual bonus paid to each Named Executive Officer in the form of cash and share awards are set forth in the table below under “2023 Compensation Decisions” in the columns under “Annual Bonus.” (page 42). In accordance with SEC rules, the portion of the annual bonus paid in cash is reported in the Summary Compensation Table (page 46) in the column under “Non-Equity Incentive Plan Compensation” for 2023, while the portion of the annual bonus paid in shares will be reported in the Summary Compensation Table in the proxy statement for the Company’s 2025 annual meeting in the column under “Stock Awards” because the shares are not issued until 2024. Performance Award. The compensation program provides for an additional award linked to corporate annual performance. The objective of the award program is to reward individuals for the achievement of specific corporate goals, which the Compensation Committee believes correlate closely with growth of long-term shareholder value. Under this performance award program, the Named Executive Officers have been awarded notional common shares, which do not represent actual common shares, the number of which is based upon their position with the Company. The notional shares expire on the tenth anniversary of the date of grant, and are automatically renewed for a new ten-year period, subject to approval by the Compensation Committee, on the date of expiration. Each Named Executive Officer held the same notional shares as in 2022. The holders of notional shares receive an annual cash payment equal to their number of notional shares multiplied by a percentage, determined based on Company performance as described below, of the actual dividends declared during the year for Company common shares. Listed below are the Company performance goals which were established for 2023 and utilized by the Compensation Committee to determine 2023 annual performance awards for the Named Executive Officers, along with the weightings assigned to each goal and the Company’s achievement of the 2023 performance goals.

  52. Annual Incentives

    | | Weight | Threshold Goal (75% Payout) | Target Goal (100% Payout) | Maximum (150% Payout) | Actual Performance | Achievement | | FFO per share | 35% | $6.70 | $6.85 | $7.00 | $6.78 | 88% | | Same property NOI growth | 30% | 3.50% | 5.00% | 6.50% | 4.31% | 88% | | Underwritten Yields on Acquisitions/Developments1 | 20% | 4.21% | 4.46% | 4.71% | 4.47% | 103% | | Net Debt/Adjusted EBITDA Ratio | 15% | 5.25 x | 5.00 x | 4.75 x | 4.12 x | 150% | | Total | 100% | | | | | 101% |

  53. Annual Incentives

    | | 2024 Proxy Statement 40 |

  54. Annual Incentives

    Based on the achievements and weightings described above, the Compensation Committee determined the overall achievement percentage of Company performance for 2023 was 101%. 1 Based on Fund Acquisition, Camden Lake Eola, Camden Buckhead, and Camden Hillcrest. Based on the weighted achievement level of corporate goals under the performance award program being 101% each of the Named Executive Officers received the following cash payments in 2024 under the Performance Award Program for performance in 2023 based on the following number of notional shares held by the named Executive Officer:

  55. Annual Incentives

    | Named Executive Officer | Number of Notional Shares | 2023 Cash Payments | | Richard J. Campo | 60,000 | $242,400 | | D. Keith Oden | 60,000 | 242,400 | | Alexander J. Jessett | 45,000 | 181,800 | | Laurie A. Baker | 45,000 | 181,800 | | William W. Sengelmann | 35,000 | 141,400 |

  56. Annual Incentives

    These cash payments are reflected in the table below under “2023 Compensation Decisions” in the column entitled “Performance Award” (page 42), and are included in the column entitled "Non-Equity Incentive Plan Compensation" of the Summary Compensation Table (page 46).

  57. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Purpose. The long-term incentive program provides annual awards in the form of share awards and/or share options, which vest over 36 months, subject to Retirement Eligibility. The objective of the program is to align compensation for the Named Executive Officers over a multi-year period directly with the interests of shareholders by motivating and rewarding creation and preservation of long-term shareholder value. To further this objective, we have adopted Share Ownership Guidelines as described on page 23 above that provide for the Named Executive Officers to own a specified level of our shares. In determining the levels of long-term incentives to award the Named Executive Officers, the Compensation Committee considers the factors discussed on page 35 under Competitive Considerations. Equity-Based Awards. Share and option awards reward shareholder value creation in slightly different ways. Option awards (which have exercise prices equal to the fair market value of the Company’s common shares on the date of grant) reward the Named Executive Officers only if the share price increases from the date of grant. In recent years, our equity-based awards to Named Executive Officers have generally been in the form of share awards as the value of these share awards fluctuates both up and down with the prices of our shares, and a fewer number of shares are required to produce share awards with a particular grant date fair value (when compared to option awards, where a larger number of options is required to produce the same grant date fair value). Long-Term Compensation Awards. In February 2024, the Compensation Committee awarded share awards to each Named Executive Officer due to the strong operating results in 2023 discussed above. As described above, each Named Executive Officer also elected to receive a portion of his or her annual bonus for 2023 in the form of a share award (with the balance of the bonus being paid in cash as reflected in the table on page 46). The number o

  58. Long-Term Incentive Compensation

    | | 2024 Proxy Statement 41 |

  59. Long-Term Incentive Compensation

    f shares subject to each annual bonus share award and each 2023 annual share award granted by the Company is set forth below.

  60. Long-Term Incentive Compensation

    | Named Executive Officer | Grant Date | Number of Shares | Award Type | | Richard J. Campo1 | 2/21/24 | 12,214 | Share Award | | | 2/21/24 | 30,057 | Annual Bonus-Share Award | | D. Keith Oden1 | 2/21/24 | 12,214 | Share Award | | | 2/21/24 | 30,057 | Annual Bonus-Share Award | | Alexander J. Jessett | 2/21/24 | 7,757 | Share Award | | | 2/21/24 | 14,654 | Annual Bonus-Share Award | | Laurie A. Baker | 2/21/24 | 4,210 | Share Award | | | 2/21/24 | 12,730 | Annual Bonus-Share Award | | William W. Sengelmann1 | 2/21/24 | 6,673 | Share Award | | | 2/21/24 | 9,232 | Annual Bonus-Share Award |

  61. Long-Term Incentive Compensation

    1 Messrs. Campo, Oden, and Sengelmann became Retirement Eligible in 2019, 2021, and 2023, respectively, and all new share awards granted to any of them vest on date of grant. Neither of the other Named Executive Officers are currently Retirement Eligible. The grant date fair values of the annual bonus and other share awards granted in February 2024 will be included in the Summary Compensation and Grants of Plan-Based Awards tables in the proxy statement for the 2025 annual meeting of shareholders. In February 2023, the Compensation Committee also approved annual bonus and annual bonus share awards for each of the Named Executive Officers based on 2022 performance. These awards are described in the Company’s proxy statement for its 2023 annual meeting. Pursuant to SEC rules, the grant date fair values of the annual bonus and other share awards granted in February 2023 are included in the Summary Compensation and Grants of Plan-Based Awards tables below in this proxy statement as 2023 compensation. Subject to the Retirement Eligible designation and the acceleration of awards as described under “Potential Payments Upon Termination or Change in Control” below, (i) share awards made in 2023 and 2024 vest in three equal annual installments beginning on February 15th in the year following the year of grant; and (ii) annual bonus share awards vest 25% immediately on the date of grant and 25% on February 15th of each of the next three years. As noted above, the price used to determine the number of shares subject to the annual bonus share awards is two-thirds of our share price at the time the share award is granted (i.e., the value of the shares at the time of grant is 150% of the value of the portion of the annual bonus the Named Executive Officer would have otherwise received if a cash payment had been elected).

  62. 2023 Compensation Decisions

    | | | Annual Bonus | | | Long-Term Compensation | | | Name | Salary | Cash Bonus | Share Award (1) | Performance Award | Share Award (1) | Total | | Richard J. Campo | $721,000 | $1,911,773 | $2,867,738 | $242,400 | $1,165,338 | $6,908,249 | | D. Keith Oden | 721,000 | 1,911,773 | 2,867,738 | 242,400 | 1,165,338 | 6,908,249 | | Alexander J. Jessett | 609,479 | 932,042 | 1,398,138 | 181,800 | 740,095 | 3,861,554 | | Laurie A. Baker | 550,805 | 809,663 | 1,214,569 | 181,800 | 401,676 | 3,158,513 | | William W. Sengelmann | 527,454 | 587,171 | 880,825 | 141,400 | 636,671 | 2,773,521 |

  63. Deferred Compensation Plans and Termination Payments

    Deferred Compensation Plans and Termination Payments Deferred Compensation Plans. Camden maintains a deferred compensation plan for the benefit of the Company’s officers, Trust Managers, and other key employees in which the participant may elect to defer cash compensation and share awards and, prior to 2005, certain options granted under Camden’s share incentive plans. We believe providing these individuals with the opportunity to defer compensation is a cost-effective way to permit them to receive the tax benefits associated with delaying the income tax event on the deferred amount, even though the related deduction for Camden is also deferred. Termination and Change in Control Payments. Since the Company’s initial public offering in 1993, it has provided its Named Executive Officers with the ability to receive severance payments, plus, in some cases, a gross-up payment, if certain situations occur, such as termination without cause or a change in control. The objective of these benefits is to recruit and retain talent in a competitive market. Benefits which would be provided in connection with a change in control are also intended to motivate Named Executive Officers to remain with the Company through the transaction despite the uncertainty and dislocation which arises in the context of change in control situations. These potential payments are summarized below and more fully described under “Potential Payments Upon Termination or Change in Control” (page 52). The Company's agreements with its Named Executive Officers that include tax gross-up provisions were entered into prior to 2013. Since that time, the Company has not entered into any new arrangements with its Named Executive Officers that include tax gross-up provisions.

  64. Employment Agreements

    Employment Agreements To help recruit and retain talent in a competitive market, the Company enters into employment agreements with all of its Named Executive Officers. These employment agreements are more fully described below under “Employment Agreements” (page 49).

  65. Compensation Policies and Practices Relating to Risk Management

    Compensation Policies and Practices Relating to Risk Management The Compensation Committee conducts regular analytical reviews focusing on several key areas of Camden’s compensation program for its Named Executive Officers, including external market compensation data, pay mix, selection of performance metrics, goal setting process, and internal equity (compensation differences between individuals). These reviews provided a process to consider if any of Camden’s current programs, practices, or procedures regarding Named Executive Officer compensation should be altered to help ensure Camden maintains an appropriate balance between prudent business risk and resulting compensation. As a result of this process, the Compensation Committee believes that while a significant portion of Camden’s Named Executive Officer compensation program is performance-based, the program does not encourage excessive or unnecessary risk-taking and Camden’s policies and procedures are designed to appropriately balance between annual goals and Camden’s long-term financial success and growth. While risk-taking is a necessary part of growing a business, the Compensation Committee focuses on aligning Camden’s compensation policies with its long-term interests so as to not encourage excessive or unnecessary risk-taking, as follows: l Use of Long-Term Compensation. In general, more than half of each Named Executive Officer's total compensation is non-cash compensation in the form of long-term equity-based awards to more closely align the interests of Camden's Named Executive Officers with those of Camden’s shareholders and to maximize retention insofar as equity-based awards are subject to time-based vesting, which is usually over a period of at least three years subject to accelerated vesting when the holder becomes Retirement Eligible, or upon certain terminations of the holder’s employment as described under “Potential Payments Upon Termination or Change in Control” below. This vesting period encourages Named Executive Officers to focus on sustaining Camden’s long-term performance. These grants are typically made annually, so officers generally have unvested awards which could decrease significantly in value if Camden’s stock price declines in value. l Payment of Annual Bonuses in Shares. To more fully tie compensation to long-term performance, Named Executive Officers may elect to receive up to 50% of their annual bonuses in shares of the Company. To the extent a Named Executive Officer elects to receive shares, the price used to determine the number of shares is two-thirds of our share price at the time the shares are issued (i.e., the value of the shares at the time of grant is 150% of the value of the cash the Named Executive Officer would have otherwise received). These shares vest 25% on date of grant and 25% in each of the next three years subject to accelerated vesting when the holder becomes Retirement Eligible, or upon certain terminations of the holder’s employment as described under “Potential Payments Upon Termination or Change in Control” below. Historically, most Named Executive Officers have elected to receive the maximum 50% in shares, further aligning the executive’s compensation with the creation of shareholder value. l Share Ownership Guidelines. The Board has adopted a share ownership policy for the Named Executive Officers, which is described above under “Governance of the Company-Share Ownership Guidelines.” Each Named Executive Officer currently meets the applicable ownership target. The Compensation Committee believes these guidelines help to ensure each Named Executive Officer will have a significant amount of personal wealth tied to long-term holdings in Camden’s shares. l Use of Clawbacks. As discussed above, the Company maintains a clawback policy regarding the adjustment or recovery of certain incentive awards or payments made to current or former executive

  66. Summary Compensation Table - Fiscal 2021-2023

    Summary Compensation Table - Fiscal 2021-2023 The table below summarizes the total compensation earned by each of the Named Executive Officers during each of the three years ended December 31, 2021, December 31, 2022 and December 31, 2023.

  67. Summary Compensation Table - Fiscal 2021-2023

    | Name and Principal Position | Year | Salary | Stock Awards (1) | Non-Equity Incentive Plan Compensation (2) | All Other Compensation (3) | Total | | Richard J. Campo Chairman of the Board and Chief Executive Officer | 2023 | $721,000 | $4,033,131 | $2,154,173 | $3,000 | $6,911,304 | | | 2022 | 700,000 | 3,227,906 | 2,245,661 | 3,000 | 6,176,567 | | | 2021 | 600,196 | 2,008,427 | 1,673,800 | 3,000 | 4,285,423 | | D. Keith Oden Executive Vice Chairman of the Board and President | 2023 | $721,000 | $4,033,131 | $2,154,173 | $3,000 | $6,911,304 | | | 2022 | 700,000 | 3,227,906 | 2,245,661 | 3,000 | 6,176,567 | | | 2021 | 600,196 | 2,008,427 | 1,673,800 | 3,000 | 4,285,423 | | Alexander J. Jessett Executive Vice President- Chief Financial Officer, and Assistant Secretary | 2023 | $609,479 | $2,138,181 | $1,113,842 | $3,000 | $3,864,502 | | | 2022 | 591,727 | 1,737,109 | 1,182,458 | 3,000 | 3,514,294 | | | 2021 | 491,727 | 1,446,349 | 838,893 | 3,000 | 2,779,969 | | Laurie A. Baker Executive Vice President- Chief Operating Officer | 2023 | $550,805 | $1,616,215 | $991,463 | $3,000 | $3,161,483 | | | 2022 | 534,762 | 674,078 | 1,060,079 | 3,000 | 2,271,919 | | | 2021 | 434,762 | 449,246 | 355,800 | 3,000 | 1,242,808 | | William W. Sengelmann Executive Vice President- Real Estate Investments | 2023 | $527,454 | $1,517,465 | $728,571 | $3,000 | $2,776,490 | | | 2022 | 512,091 | 1,437,573 | 781,939 | 3,000 | 2,734,603 | | | 2021 | 437,091 | 1,164,636 | 708,092 | 3,000 | 2,312,819 |

  68. Summary Compensation Table - Fiscal 2021-2023

    (1) The dollar amount reported is the aggregate grant date fair value of share awards granted during the year computed in accordance with ASC 718, Compensation-Stock Compensation. Assumptions used in the calculation of these amounts are included in note 2 to the Company’s audited consolidated financial statements for the year ended December 31, 2023 included in its Annual Report on Form 10-K for the year ended December 31, 2023. Under SEC rules, the value of share awards is reported as compensation for the fiscal year in which the grant date (as determined for accounting purposes) occurs, whereas cash awards are reported as compensation for the fiscal year in which the compensation is earned. Accordingly, the grant date fair value of share awards included in the table above is the grant date fair value of share awards granted in 2023. As discussed above in the Compensation Discussion and Analysis, in February 2024 the Compensation Committee assessed company and individual performance levels for 2023, and granted annual share awards and determined 2023 annual bonuses for the Named Executive Officers based on that assessment. The Compensation Committee's view is that all share awards granted in February 2024 relate to 2023 (including the portion of 2023 annual bonuses the Named Executive Officers elected to receive in shares instead of cash). However, in accordance with applicable SEC rules, the cash bonuses awarded based on 2023 performance are reported in the Summary Compensation Table as compensation for 2023, while the share grants awarded in February 2024 will be reported in the executive compensation tables in next year’s proxy statement as compensation for 2024.

  69. Summary Compensation Table - Fiscal 2021-2023

    | | 2024 Proxy Statement 46 |

  70. Summary Compensation Table - Fiscal 2021-2023

    The following table sets forth the portions of the annual bonuses for each year the Named Executive Officer elected to have paid in shares (both the number of shares paid and the dollar value of those shares based on the closing price for a share on the applicable payment date):

  71. Summary Compensation Table - Fiscal 2021-2023

    | | 2023 1 | | 2022 2 | | 2021 3 | | | | Shares | Value | Shares | Value | Shares | Value | | Richard J. Campo | 24,394 | $2,867,759 | 12,594 | $2,062,519 | 8,122 | $843,064 | | D. Keith Oden | 24,394 | 2,867,759 | 12,594 | 2,062,519 | 8,122 | 843,064 | | Alexander J. Jessett | 11,893 | 1,398,141 | 6,088 | 997,032 | 8,731 | 906,278 | | Laurie A. Baker | 10,331 | 1,214,512 | 1,663 | 272,350 | 2,385 | 247,563 | | William W. Sengelmann | 7,492 | 880,760 | 4,890 | 800,835 | 7,013 | 727,949 |

  72. Summary Compensation Table - Fiscal 2021-2023

    1 As determined by the Compensation Committee on February 22, 2023. 2 As determined by the Compensation Committee on February 16, 2022. 3As determined by the Compensation Committee on February 17, 2021. In May 2020, Richard J. Campo and D. Keith Oden each voluntarily waived the right to receive future bonus compensation of $500,000 so that such amount could be contributed to the Camden Resident Relief Funds and to the Employee Relief Fund. As a result, the portion of the annual bonus paid in shares set forth in the table above approved by the Compensation Committee for 2020 and paid in 2021 for each of Messrs. Campo and Oden reflects the $500,000 reduction. In each case, the balance of the annual bonus for the applicable year was paid in cash in the amounts reported in note (2) below. (2) The following tables set forth for each Named Executive Officer the portion of the officer’s annual bonus paid in cash and the amount awarded to the officer under our Performance Award Program: (a) Portions of the annual bonus paid in cash as follows:

  73. Summary Compensation Table - Fiscal 2021-2023

    | | 2023 1 | 2022 2 | 2021 3 | | Richard J. Campo | $1,911,773 | $1,911,773 | $1,375,000 | | D. Keith Oden | 1,911,773 | 1,911,773 | 1,375,000 | | Alexander J. Jessett | 932,042 | 932,042 | 664,593 | | Laurie A. Baker | 809,663 | 809,663 | 181,500 | | William W. Sengelmann | 587,171 | 587,171 | 533,792 |

  74. Summary Compensation Table - Fiscal 2021-2023

    1 As determined by the Compensation Committee on February 21, 2024, as discussed in more detail starting on page 37 under the heading “Annual Bonus.” 2 As determined by the Compensation Committee on February 22, 2023. 3 As determined by the Compensation Committee on February 16, 2022. (b) Cash awards made under the Performance Award Program, which is discussed in further detail on page 40 under the heading “Performance Award,” as follows:

  75. Summary Compensation Table - Fiscal 2021-2023

    | | 2023 | 2022 | 2021 | | Richard J. Campo | $242,400 | $333,888 | $298,800 | | D. Keith Oden | 242,400 | 333,888 | 298,800 | | Alexander J. Jessett | 181,800 | 250,416 | 174,300 | | Laurie A. Baker | 181,800 | 250,416 | 174,300 | | William W. Sengelmann | 141,400 | 194,768 | 174,300 |

  76. Summary Compensation Table - Fiscal 2021-2023

    | | 2024 Proxy Statement 47 |

  77. Summary Compensation Table - Fiscal 2021-2023

    (3) Represents matching contributions under the Company’s 401(k) plan.

  78. Grants of Plan Based Awards - Fiscal 2023

    Grants of Plan Based Awards - Fiscal 2023 The following table sets forth certain information with respect to awards granted during the year ended December 31, 2023 for each Named Executive Officer under the annual bonus, performance award and long-term compensation programs. The amounts shown in the All Other Stock Awards: Number of Shares of Stock or Units column reflect the share awards granted in February 2023 with respect to performance in 2022. The Company did not grant any option awards during 2023.

  79. Grants of Plan Based Awards - Fiscal 2023

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards | | | | Threshold | Target | Maximum | | | | Richard J. Campo | 2/22/23 (1) | — | $2,884,000 | $5,047,000 | | | | | 2/22/23 (2) | — | 240,000 | 360,000 | | | | | 2/22/23 (3) | — | | | 9,913 | $1,165,372 | | | 2/22/23 (4) | — | | | 24,394 | 2,867,759 | | D. Keith Oden | 2/22/23 (1) | — | $2,884,000 | $5,047,000 | | | | | 2/22/23 (2) | — | 240,000 | 360,000 | | | | | 2/22/23 (3) | — | | | 9,913 | $1,165,372 | | | 2/22/23 (4) | — | | | 24,394 | 2,867,759 | | Alexander J. Jessett | 2/22/23 (1) | — | $1,523,698 | $2,666,471 | | | | | 2/22/23 (2) | — | 180,000 | 270,000 | | | | | 2/22/23 (3) | — | | | 6,295 | $740,040 | | | 2/22/23 (4) | — | | | 11,893 | 1,398,141 | | Laurie A. Baker | 2/22/23 (1) | — | $1,377,013 | $2,409,772 | | | | | 2/22/23 (2) | — | 180,000 | 270,000 | | | | | 2/22/23 (3) | — | | | 3,417 | $401,703 | | | 2/22/23 (4) | — | | | 10,331 | 1,214,512 | | William L. Sengelmann | 2/22/23 (1) | — | $1,318,635 | $2,307,611 | | | | | 2/22/23 (2) | — | 140,000 | 210,000 | | | | | 2/22/23 (3) | — | | | 5,416 | $636,705 | | | 2/22/23 (4) | — | | | 7,492 | 880,760 |

  80. Grants of Plan Based Awards - Fiscal 2023

    (1) Reflects the target and maximum payment level for 2023 under the annual bonus program, which represents the total bonus amount. However, the Named Executive Officers may elect to receive up to 50% of their annual bonuses in Camden shares, which would be included in the Stock Awards column in the Summary Compensation Table. The actual amounts received by the Named Executive Officers under the annual bonus program for 2023 are set out in the Compensation Discussion and Analysis and the notes to the Summary Compensation Table. The Company does not include a threshold payout level under its annual bonus program. (2) Reflects the target and maximum payment levels for 2023 under the performance award program, which levels were established in February 2023. The actual amounts received by the Named Executive Officers under the performance award program for 2023 are set out in the Summary Compensation Table. The Company does not include a threshold payout level under its performance award program. (3) Granted in February 2023 under the long-term incentive program for performance in 2022. The award vests in three equal annual installments beginning on February 15th following the first anniversary of the date of the grant (subject to the Retirement Eligible provision as defined on page 37 and acceleration provisions upon certain terminations of employment as described under “Potential Payments Upon Termination or Change in Control” on page 52), except the awards granted to Me

  81. Grants of Plan Based Awards - Fiscal 2023

    | | 2024 Proxy Statement 48 |

  82. Grants of Plan Based Awards - Fiscal 2023

    ssrs. Campo and Oden fully vested at grant as they were Retirement Eligible, and the awards granted to Mr. Sengelmann fully vested in August 2023 as he became Retirement Eligible. (4) Granted in February 2023 under the annual bonus program for performance in 2022 pursuant to the Named Executive Officer’s election to receive a portion of the 2021 annual bonus in shares. The award vests 25% on the date of grant and 25% on February 15th of each of the next three years (subject to the Retirement Eligible provision as defined on page 37 and acceleration provisions upon certain terminations of employment as described under “Potential Payments Upon Termination or Change in Control” on page 52), except the awards granted to Messrs. Campo and Oden fully vested at grant as they were Retirement Eligible, and the awards granted to Mr. Sengelmann fully vested in August 2023 as he became Retirement Eligible.

  83. Outstanding Equity Awards at Fiscal 2023 Year-End

    Outstanding Equity Awards at Fiscal 2023 Year-End The following table sets forth certain information with respect to the market value as of December 31, 2023 of all unvested share awards held by each Named Executive Officer as of December 31, 2023. No Named Executive Officer held any option awards on that date.

  84. Outstanding Equity Awards at Fiscal 2023 Year-End

    | | Stock Awards | | | | Number of Shares or Units of Stock That Have Not Vested (1) | Market Value of Shares or Units of Stock That Have Not Vested | | Name | | | | Richard J. Campo | —(2) | $— | | D. Keith Oden | —(2) | $— | | Alexander J. Jessett | 25,190 | $2,501,116 | | Laurie A. Baker | 14,879 | $1,477,335 | | William W. Sengelmann | —(2) | $— |

  85. Outstanding Equity Awards at Fiscal 2023 Year-End

    | | 2024 Proxy Statement 49 |

  86. Outstanding Equity Awards at Fiscal 2023 Year-End

    (1) The following table shows the dates on which the awards in the outstanding equity awards table vest and the corresponding number of shares (subject to the Retirement Eligible provision as defined on page 37 and acceleration provisions upon certain terminations of the holder's employment as described under "Potential Payments Upon Termination or Change In Control" on page 52):

  87. Outstanding Equity Awards at Fiscal 2023 Year-End

    | | Number of Shares Vesting | | | | | | Vesting Date | Richard J. Campo | D. Keith Oden | Alexander J. Jessett | Laurie A. Baker | William W. Sengelmann | | 2/15/2024 | — | — | 12,017 | 6,201 | — | | 2/15/2025 | — | — | 8,100 | 4,956 | — | | 2/15/2026 | — | — | 5,073 | 3,722 | — | | Total | — | — | 25,190 | 14,879 | — |

  88. Outstanding Equity Awards at Fiscal 2023 Year-End

    (2) Messrs. Campo, Oden, and Sengelmann became Retirement Eligible in 2019, 2021, and 2023, respectively, and as a result all share awards granted to them were fully vested as of December 31, 2023.

  89. Stock Vested - Fiscal 2023

    Stock Vested - Fiscal 2023 The following table sets forth for each Named Executive Officer certain information with respect to share awards vested during 2023:

  90. Stock Vested - Fiscal 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting (1) | | Richard J. Campo | 34,307 | $4,033,131 | | D. Keith Oden | 34,307 | 4,033,131 | | Alexander J. Jessett | 13,195 | 1,591,172 | | Laurie A. Baker | 6,108 | 731,843 | | William W. Sengelmann | 29,417 | 3,280,024 |

  91. Stock Vested - Fiscal 2023

    (1) The dollar amounts shown in this column for stock awards are determined by multiplying the number of shares that vested by the per-share closing price of our common shares on the vesting date.

  92. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation Effective January 1, 2005, the Compensation Committee established a deferred compensation plan for the benefit of Camden’s officers, Trust Managers, and other key employees in which the participant may elect to defer cash compensation, options, and/or share awards granted under Camden’s share incentive plans. A participant has a fully vested right to his or her cash deferral amounts and deferred option and share awards vest in accordance with their respective terms. Prior to the establishment of Camden’s deferred compensation plan in 2005, the Compensation Committee established a rabbi trust for the benefit of Camden’s officers, Trust Managers, and other key employees in which, in previous years, such persons had the option to place share grants and other deferred compensation. A participant may purchase assets held by the rabbi trust at any time within 30 years from the date of vesting. The purchase price of a share is 25% of the fair value of such share on the date the share was placed in the rabbi trust. The purchase price of any other asset is 25% of the fair value of such asset on the date the asset was placed in the rabbi trust. The rabbi trust is in use only for deferrals made prior to the establishment of Camden’s deferred compensation plan in 2005.

  93. Non-Qualified Deferred Compensation

    | | 2024 Proxy Statement 50 |

  94. Non-Qualified Deferred Compensation

    The following table provides certain information regarding contributions to, withdrawals from and earnings in the rabbi trust and the deferred compensation plan as of December 31, 2023:

  95. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY (1) | Aggregate Earnings (Loss) in Last FY (2) | Aggregate Withdrawals/ Distributions (3) | Aggregate Balance at Last FYE (4) | | Richard J. Campo | | | | | | Rabbi Trust | $— | $(5,428,996) | $(7,726,404) | $47,881,618 | | Deferred Compensation Plan | 4,033,131 | (1,242,068) | (2,438,302) | 20,574,265 | | Total | $4,033,131 | $(6,671,064) | $(10,164,706) | $68,455,883 | | D. Keith Oden | | | | | | Rabbi Trust | $— | $(2,180,510) | $(6,426,022) | $22,267,073 | | Deferred Compensation Plan | 6,549,134 | 560,845 | (1,384,407) | 48,026,704 | | Total | $6,549,134 | (1,619,665) | $(7,810,429) | $70,293,777 | | Alexander J. Jessett | | | | | | Rabbi Trust | $— | $— | $— | $— | | Deferred Compensation Plan | 2,138,181 | (1,184,242) | — | 12,793,345 | | Total | $2,138,181 | $(1,184,242) | $— | $12,793,345 | | Laurie A. Baker | | | | | | Rabbi Trust | $— | $(47,912) | $— | $2,791,855 | | Deferred Compensation Plan | — | 512,381 | (78,169) | 10,206,749 | | Total | $— | $464,469 | $(78,169) | $12,998,604 | | William W. Sengelmann | | | | | | Rabbi Trust | $— | $(47,363) | $(107,264) | $378,593 | | Deferred Compensation Plan | 1,517,465 | (244,992) | (1,051,295) | 12,653,935 | | Total | $1,517,465 | $(292,355) | $(1,158,559) | $13,032,528 |

  96. Non-Qualified Deferred Compensation

    (1) Reflects 2023 share awards the Named Executive Officer elected to defer; the grant date fair values of these awards are included in the “Stock Awards” column of the Summary Compensation Table on page 46. The Company credits to the participant’s account an amount equal to the amount designated as the participant’s deferral for the plan year as indicated in the participant’s deferral election. A participant has a fully-vested right to his or her cash deferral amounts, and the deferred share awards will vest in accordance with their terms. Amounts deferred by the participants in 2023 are comprised of the following share awards: Messrs. Campo and Oden-$4,033,131 each; Mr. Jessett-$2,138,181; and Mr. Sengelmann-$1,517,465. The balance of the amounts reported in this column for Mr. Oden also includes cash compensation he elected to defer. This amount is included in the “Salary/Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table on page 46. (2) Aggregate earnings (loss) in 2023 represent the net unrealized gain or loss reported by the administrator of the non-qualified deferred compensation plans, and represents the unrealized appreciation or depreciation of the Company’s shares and dividends on previously deferred share awards, salary and bonuses. The gains or losses on the deferred compensation plans do not include any Company or Named Executive Officer contributions, and are not included in the Summary Compensation Table on page 46. (3) Includes amounts to be paid to the Company by the Named Executive Officer upon withdrawals from the deferred compensation plans as follows: Mr. Campo-$5,554,713; Mr. Oden-$2,814,296; Mr. Jessett-$0; Ms. Baker-$262,073; and Mr. Sengelmann-$50,897. (4) Includes the following aggregate amounts previously reported in the Summary Compensation Table on page 46 for 2022 and 2021, combined: Mr. Campo-$5,236,333; Mr. Oden-$8,381,960; Mr. Jessett-$3,832,553; Ms. Baker-$2,602,209; and Mr. Sengelmann-$1,171,614.

  97. Non-Qualified Deferred Compensation

    | | 2024 Proxy Statement 51 |

  98. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table summarizes the potential compensation payable to each Named Executive Officer, under his or her employment agreement in the event of a termination of such Named Executive Officer’s employment (or, in the case of Messrs. Campo and Oden a change in control of the Company without regard to whether the executive’s employment terminates). The amounts shown are calculated assuming such termination (or change in control) was effective as of December 31, 2023 and are estimates of the amounts which would be paid to the Named Executive Officers upon such event. The actual amounts that would be paid can only be determined at the time of such event. Additionally, each Named Executive Officer will be entitled to receive the target bonus for the contract year during which the termination occurs, prorated through and including the date of termination, which has been included in the table below in the Bonus lines.

  99. Potential Payments Upon Termination or Change in Control

    | | | Reason For Termination/Acceleration | | | | | | | | | Name | Benefit | Without Cause (1) | | Death or Disability (2) | | Change in Control (With Term.) (3) | | Change in Control (No Term.) (3) | | | Richard J. | Bonus | $ | 2,884,000 | $ | 2,884,000 | $ | 2,884,000 | $ | 2,884,000 | | Campo | Severance | | 20,655,430 | | 20,655,430 | | 20,655,430 | 20,655,430 | | | | Options and Awards (4) | | — | | — | | — | — | | | | Tax Gross-Up Payment (5) | — | | — | | — | | — | | | | Total | $ | 23,539,430 | $ | 23,539,430 | $ | 23,539,430 | $ | 23,539,430 | | D. Keith Oden | Bonus | $ | 2,884,000 | $ | 2,884,000 | $ | 2,884,000 | $ | 2,884,000 | | | Severance | | 20,655,430 | | 20,655,430 | | 20,655,430 | | 20,655,430 | | | Options and Awards (4) | | — | | — | | — | | — | | | Tax Gross-Up Payment (5) | | — | | — | | — | | — | | | Total | $ | 23,539,430 | $ | 23,539,430 | $ | 23,539,430 | $ | 23,539,430 | | Alexander J. | Bonus | $ | 1,523,698 | $ | 1,523,698 | $ | 1,523,698 | $ | — | | Jessett | Severance | | 609,479 | | 2,133,177 | | 1,687,290 | | — | | | Options and Awards (4) | | — | | 2,501,116 | | 2,501,116 | | 2,501,116 | | | Tax Gross-Up Payment (5) | — | | — | | — | | — | | | | Total | $ | 2,133,177 | $ | 6,157,991 | $ | 5,712,104 | $ | 2,501,116 | | Laurie A. | Bonus | $ | 1,377,013 | $ | 1,377,013 | $ | 1,377,013 | $ | — | | Baker | Severance | | 550,805 | | 1,927,818 | | 1,515,261 | | — | | | Options and Awards (4) | | — | | 1,477,335 | | 1,477,335 | | 1,477,335 | | | Tax Gross-Up Payment (5) | — | | — | | — | | — | | | | Total | $ | 1,927,818 | $ | 4,782,166 | $ | 4,369,609 | $ | 1,477,335 | | William W. | Bonus | $ | 1,318,635 | $ | 1,318,635 | $ | 1,318,635 | $ | — | | Sengelmann | Severance | 527,454 | | 1,846,089 | | 1,471,714 | | — | | | | Options and Awards (4) | — | | — | | — | | — | | | | Tax Gross-Up Payment (5) | | — | | — | | — | | — | | | Total | $ | 1,846,089 | $ | 3,164,724 | $ | 2,790,349 | $ | — |

  100. Potential Payments Upon Termination or Change in Control

    (1) If the executive’s employment is terminated by the Company for reasons other than for cause or, in the case of Messrs. Campo and Oden, by the Named Executive Officer for good reason, the Named Executive Officer will be entitled to receive the following benefits, subject, in the case of Messrs. Campo and Oden, to the executive signing a general release of claims in favor of the Company: (a)Severance: In the case of Mr. Jessett, Ms. Baker and Mr. Sengelmann, one times his or her respective annual base salary currently in effect and, in the case of Messrs. Campo and Oden, a lump sum equal to 2.99 times the greater

  101. Potential Payments Upon Termination or Change in Control

    | | 2024 Proxy Statement 52 |

  102. Potential Payments Upon Termination or Change in Control

    of his respective current annual total compensation or his average annual total compensation over the three previous taxable years. For these purposes, “annual total compensation” includes salary, bonuses, performance award payments, and the value of long-term incentive compensation, but excludes the value of untaxed fringe benefits. (b)Benefits: The Named Executive Officer will continue to receive health and welfare benefits, as if the Named Executive Officer had not been terminated, until, in the case of Mr. Jessett, Ms. Baker, and Mr. Sengelmann, the earlier of: (i) the Named Executive Officer obtaining employment with another company or (ii) the end of the employment term, and, in the case of Messrs. Campo and Oden, one year after termination, subject to offset if the executive receives comparable benefits from a new employer during such period. (2) If the employment term is terminated by reason of death or disability, the Named Executive Officer will be entitled to receive the following benefits, subject, in the case of Messrs. Campo and Oden, to signing a general release of claims in favor of the Company: (a)Severance: In the case of Mr. Jessett, Ms. Baker and Mr. Sengelmann, one times his or her respective annual base salary, including targeted cash bonus, at the date on which death or disability occurs, and, in the case of Messrs. Campo and Oden, a lump sum equal to 2.99 times the greater of his respective current annual total compensation or his average annual total compensation over the three previous taxable years. (b)Benefits: In the case of a termination due to disability, the Named Executive Officer will continue to receive all benefits provided under any long-term disability program of the Company. (c)Vesting: Each executive will become fully vested in the unvested portion of any award made to the Named Executive Officer made with respect to any retirement, pension, profit sharing, long-term incentive, or other similar plan. (3) In 2003, we entered into agreements with Messrs. Campo and Oden providing the following benefits are triggered upon a change in control regardless of termination, subject to the executive signing a general release of claims in favor of the Company. Subsequent to this time, the Company has not entered into any agreement which includes single-trigger change of control payment provisions. Accordingly, in the case of all other Named Executive Officers, the following benefits are triggered upon termination by reason of a change in control: (a)Severance: In the case of Mr. Jessett, Ms. Baker, and Mr. Sengelmann, a lump sum equal to 2.99 times his or her respective average annual salary over the previous three taxable years and, in the case of Messrs. Campo and Oden, a lump sum equal to 2.99 times the greater of his respective current annual total compensation or his average annual total compensation over the previous three taxable years. (b)Benefits: The Named Executive Officer will continue to receive health and welfare benefits, as if the Named Executive Officer had not been terminated, until one year after termination, subject to offset if the executive receives comparable benefits from a new employer during such period. (c)Vesting: Each executive will become fully vested in the unvested portion of any award made to the Named Executive Officer made with respect to any retirement, pension, profit sharing, long-term incentive, or other similar such plans. (4) The amounts represent the benefit of acceleration of unvested options and share awards based upon the Company’s share price as of December 31, 2023. For options, this value is calculated by multiplying the amount (if any) by which the closing price of our common shares on the last trading day of the fiscal year exceeds the exercise price of the award by the number of shares subject to the accelerated portion of the award. For share awards, this value is calculated by multiplying the closing price of our common shares on the last trading day of the fiscal year by the number of shares subject to the accelerated portion of the award. In addition to the acceleration provisions described in note (3) above, all outstanding and unvested equity awards under the Company’s 2018 Share Incentive Plan, to the extent such awards are not assumed or continued in connection with a change in control, will be fully vested at time of change in control. (5) The employment agreement for each of these Named Executive Officers provides, if the payments and benefits received by the executive in connection with a change in control of the Company resulted in the imposition of excise taxes under Sections 280G and 4999 of the Code, the executive will be entitled to an additional payment from the Company such that the executive would receive the same amount on an after-tax basis as if the excise taxes had not

  103. Potential Payments Upon Termination or Change in Control

    | | 2024 Proxy Statement 53 |

  104. Potential Payments Upon Termination or Change in Control

    applied. These agreements were entered into prior to 2013. Subsequent to this time, the Company has not entered into any agreement with any Named Executive Officer that includes tax gross-up provisions.

  105. CEO Compensation Pay Ratio

    CEO Compensation Pay Ratio Pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we are required to disclose the ratio of the total annual compensation of Camden's CEO to the median of the total annual compensation of all of our employees (excluding our CEO). Based on SEC rules for this disclosure and applying the methodology described below, we have determined that our CEO’s total compensation for 2023 was $6,911,304, and the median of the total 2023 compensation of all of our employees (excluding our CEO) was $66,122. Accordingly, we estimate the ratio of our CEO’s total compensation for 2023 to the median of the total 2023 compensation of all of our employees (excluding our CEO) to be 105 to 1. We identified the median employee by taking into account the total cash compensation paid for 2023 for all individuals, excluding our CEO, who were employed by us or one of our affiliates on December 1, 2023, the first day of the last month of our fiscal year. We included all employees, whether employed on a full-time, part-time, or seasonal basis. We did not make any assumptions, adjustments, or estimates with respect to their total cash compensation for 2023, and we did not annualize the compensation for any employees who were not employed by us for all of 2023. We believe total cash compensation for all employees is an appropriate measure because we do not distribute annual equity awards to all employees. Once the median employee was identified as described above, that employee’s total annual compensation for 2023 was determined using the same rules that apply to reporting the compensation of our Named Executive Officers (including our CEO) in the “Total” column of the Summary Compensation Table. The total compensation amounts included in the first paragraph of this pay-ratio disclosure were determined based on that methodology.

  106. Pay Versus Performance

    Pay Versus Performance The following summarizes the relationship between the total compensation paid to our CEO and other Non-CEO Named Executive Officers ("Non-CEO NEOs") and our financial performance:

  107. Pay Versus Performance

    | | | | Average Summary Compensation Table Total for Non-CEO NEO's (2) | Average Compensation Actually Paid to Non-CEO NEO's (3) | Value of Initial Fixed $100 Investment Based On: | | | | | Year (1) | Summary Compensation Table Total For CEO (2) | Compensation Actually Paid to CEO (3) | | | Total Shareholder Return (4) | FTSE NAREIT Equity Total Shareholder Return (4) | Net Income (In thousands) (5) | FFO/Share (6) | | 2023 | $6,911,304 | $6,911,304 | $4,178,445 | $4,076,395 | $106.51 | $113.35 | $410,553 | $6.78 | | 2022 | 6,176,567 | 6,176,567 | 3,674,346 | 2,964,322 | 115.31 | 99.67 | 661,508 | 6.59 | | 2021 | 4,285,423 | 4,285,423 | 3,682,054 | 4,592,404 | 179.00 | 131.78 | 312,376 | 5.39 | | 2020 | 3,867,431 | 3,867,431 | 2,808,294 | 3,304,525 | 97.72 | 92.00 | 128,579 | 4.90 |

  108. Pay Versus Performance

    (1) Individuals included for the applicable years are as follows:

  109. Pay Versus Performance

    | Year | CEO | Non-CEO NEO's | | 2023 | Richard J. Campo | D. Keith Oden, Alexander J. Jessett, Laurie A. Baker, William W. Sengelmann | | 2022 | Richard J. Campo | D. Keith Oden, Alexander J. Jessett, Laurie A. Baker, William W. Sengelmann | | 2021 | Richard J. Campo | D. Keith Oden, H. Malcolm Stewart,(a) Alexander J. Jessett, William W. Sengelmann | | 2020 | Richard J. Campo | D. Keith Oden, H. Malcolm Stewart,(a) Alexander J. Jessett, William W. Sengelmann |

  110. Pay Versus Performance

    (a) Mr. Stewart retired as President and Chief Operating Officer effective December 31, 2021. (2) See the Summary Compensation Table on page 46 for a detail of the summary compensation for the CEO for 2023, 2022 and 2021. See the Summary Compensation Table as disclosed in the 2022 Proxy for 2020 summary compensation

  111. Pay Versus Performance

    | | 2024 Proxy Statement 54 |

  112. Pay Versus Performance

    for the CEO. The average compensation for the non-CEO NEOs for 2023 and 2022 was calculated from the Summary Compensation Table on page 46. The average compensation for the non-CEO NEOs for 2021 and 2020 was calculated from the Summary Compensation Table as disclosed in the 2022 Proxy. (3) Mr. Campo became Retirement Eligible in 2019, and therefore all share awards granted to him fully vest on the date of grant. Accordingly, there is no change between the amount in the Summary Compensation Table and the actual compensation paid to the CEO. The table below provides the adjustments to the Summary Compensation Table total compensation made to arrive at the average compensation actually paid to the average for non-CEO NEOs:

  113. Pay Versus Performance

    | | 2023 | 2022 | 2021 | 2020 | | Deductions for the average equity award amounts included in the “Stock Awards” column of the Summary Compensation Table | $(2,326,248) | $(1,769,167) | $(1,614,532) | $(1,649,370) | | Plus the average year-end value of awards granted in the covered fiscal year which were outstanding and unvested at the end of the covered fiscal year | 654,836 | 568,966 | 947,853 | 884,667 | | Plus/(less) the amount equal to the change in average value as of the end of the covered fiscal year as compared to the end of the prior fiscal year for awards which were granted in prior years and were outstanding and unvested as of the covered fiscal year | (43,083) | (394,170) | 366,214 | (75,398) | | Plus the average vesting date value of awards which were granted and vested during the same covered fiscal year | 1,520,682 | 936,314 | 614,464 | 1,126,588 | | Plus/(less) the amount equal to the change in average value as of the vesting date from the end of the prior fiscal year for awards which were granted in prior years and vested in the covered fiscal year | 42,080 | (93,275) | 546,500 | 139,781 | | Plus the average amount of dividends paid on outstanding and unvested shares during the covered fiscal year | 49,683 | 41,308 | 49,851 | 69,963 | | Total adjustments | $(102,050) | $(710,024) | $910,350 | $496,231 |

  114. Pay Versus Performance

    (4) Total Shareholder Return represents the return on a fixed investment of $100 in the Company's (or FTSE NAREIT Equity's) stock for the period beginning on the last trading day of 2019 through December 31, 2023, and assumes the quarterly reinvestment of dividends. FTSE NAREIT Equity is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the Company's Annual Report on 10-K for the year ended December 31, 2023. The following graph shows the relationship between compensation actually paid and total shareholder return for the Company and the peer group.

  115. Pay Versus Performance

    | | 2024 Proxy Statement 55 |

  116. Pay Versus Performance

    (5) The following graph compares the compensation actually paid to our CEO and the average of the compensation actually paid to our Non-CEO NEOs to net income. (a) Net Income includes a $174.4 million gain on sale of two operating properties. (b) Net Income includes a $474.1 million gain on the acquisition of unconsolidated joint venture interests, and a $36.4 million gain on sale of one operating property. (c) Net Income includes a $225.4 gain on sale of two operating properties and one parcel of land.

  117. Pay Versus Performance

    | | 2024 Proxy Statement 56 |

  118. Pay Versus Performance

    (6) We consider FFO per share to be a key metric used in determining the CEO's and other Named Executive Officers performance bonus. A reconciliation of net income attributable to common shareholders to FFO and diluted EPS to FFO diluted per share for the years ended December 31, 2023, 2022, 2021 and 2020 is contained in Appendix A of this proxy statement. The following graph compares the compensation actually paid to our CEO and the average of the compensation actually paid to our Non-CEO NEOs to FFO per share. The graph below illustrates the correlation between compensation actually paid and FFO per share, the most important financial metric linking the Company's financial performance with compensation. The following are the financial performance measures the Company considers most important in linking the compensation actually paid to its executives for 2023:

  119. Pay Versus Performance

    | Year | FFO/Share | Same Property NOI growth (1) | Net Debt/Adjusted EBITDAre (2) | Weighted Average Yields (3) | | 2023 | $6.78 | 4.3% | 4.1x | 4.5% |

  120. Pay Versus Performance

    (1) Same Property NOI growth illustrates our ability to grow in current markets. A reconciliation of net income to NOI and same property net operating income for the year ended December 31, 2023 is contained in Appendix A of this proxy statement. (2) In an effort to maintain appropriate and manageable levels of debt, the Company utilizes the Net Debt/Adjusted EBITDAre Ratio as a key metric. The Company considers Adjusted EBITDAre to be an appropriate supplemental measure of operating performance to net income attributable to common shareholders because it represents income before non-cash depreciation and the cost of debt, and excludes gains or losses from property dispositions. A reconciliation of net income to Adjusted EBITDAre, and average Total debt to Net debt and a computation of the ratio to adjusted EBITDAre for the year ended December 31, 2023 is contained in Appendix A of this proxy statement. (3) We continually assess our properties and future growth opportunities. The performance of our individual properties is extremely important. As such, weighted average yields from stabilized acquisitions/developments are a key metric.

  121. Pay Versus Performance

    | | 2024 Proxy Statement 57 |