DEF 14A of Camden Property Trust, Mar 25, 2025

DEF 14A of Camden Property Trust

Filed Mar 25, 2025 · FY20240000906345-25-000014

Open on EDGAR

  1. (Amendment No. _____)

    | Compensation Tables | 44 | | Summary Compensation Table | 44 | | Grant of Plan Based Awards | 46 | | Outstanding Equity Awards at Fiscal Year-End | 47 | | Stock Vested - Fiscal 2024 | 48 | | Non-Qualified Deferred Compensation | 48 | | Potential Payments Upon Termination or Change in Control | 50 | | CEO Compensation Pay Ratio | 52 | | Pay Versus Performance | 53 | | Equity Compensation Plans | 57 | | PROPOSAL 3 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 58 | | Audit Committee Information | 58 | | Report of the Audit Committee | 58 | | Independent Registered Accounting Firm Fees | 59 | | Pre-Approval Policies and Procedures | 60 | | Security Ownership of Certain Beneficial Owners and Management | 61 | | Other Information about Voting and the Annual Meeting | 64 | | Shareholder Proposals and Trust Manager Nominations | 67 | | Caution Concerning Forward-Looking Statements | 68 | | Appendix A - Non-GAAP Financial Measures - Definitions and Reconciliations | 69 |

  2. Purpose

    Purpose 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:

  3. Purpose

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

  4. Purpose

    | | 2025 Proxy Statement 7 |

  5. NOMINEES FOR TRUST MANAGER

    NOMINEES FOR TRUST MANAGER Set forth below are the nominees, together with biographical information, qualifications, and directorships held at public companies during the past five years. .

  6. NOMINEES FOR TRUST MANAGER

    | | Richard J. Campo | | | | Age: 70 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. | | |

  7. NOMINEES FOR TRUST MANAGER

    | | Javier E. Benito INDEPENDENT | | | | Age: 62 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 is a private investor and was previously the General Manager of 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. Prior to that he 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. Mr. Benito also previously 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. | | |

  8. NOMINEES FOR TRUST MANAGER

    | | 2025 Proxy Statement 12 |

  9. NOMINEES FOR TRUST MANAGER

    | | Heather J. Brunner INDEPENDENT | | | | Age: 56 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. | | |

  10. NOMINEES FOR TRUST MANAGER

    | | Mark D. Gibson INDEPENDENT | | | | Age: 66 Trust Manager since: 2020 | Committees: Audit | | | Current Directorships •None Past Directorships •None in the past five years | | | 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. | | |

  11. NOMINEES FOR TRUST MANAGER

    | | 2025 Proxy Statement 13 |

  12. NOMINEES FOR TRUST MANAGER

    | | Scott S. Ingraham INDEPENDENT | | | | Age: 71 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. | | |

  13. NOMINEES FOR TRUST MANAGER

    | | Renu Khator INDEPENDENT | | | | Age: 69 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. | | |

  14. NOMINEES FOR TRUST MANAGER

    | | 2025 Proxy Statement 14 |

  15. NOMINEES FOR TRUST MANAGER

    | | D. Keith Oden | | | | Age: 68 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, and a Trust Manager since 1993. Prior to his appointment as Executive Vice Chairman of the Board, he served as President of the Company from 1993 to 2019, as well as from December 2021 to April 2024. 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. | | |

  16. NOMINEES FOR TRUST MANAGER

    | | Frances Aldrich Sevilla-Sacasa INDEPENDENT | | | | Age: 69 Trust Manager since: 2011 | Committees: Nominating, Corporate Governance, and Sustainability (Chair) | | | Current Directorships •Invitation Homes, Inc. (single-family home rental) Past Directorships •New Senior Investment Group (senior housing REIT) (2021)1 •Callon Petroleum Company or its predecessor (oil and gas exploration and development) (2019 - 2024)2 1 Company was acquired in September 2021 2 Company was acquired in April 2024 | | | 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. | | |

  17. NOMINEES FOR TRUST MANAGER

    | | 2025 Proxy Statement 15 |

  18. NOMINEES FOR TRUST MANAGER

    | | Steven A. Webster INDEPENDENT | | | | Age: 73 Trust Manager since: 1993 | Committees: Compensation Nominating, Corporate Governance, and Sustainability | | | Current Directorships •Oceaneering International, Inc. (subsea engineering) Past Directorships •ERA Group, Inc. (helicopter operations and leasing (2013-2020) •Callon Petroleum Company or its predecessor (oil and gas exploration and development) (1993-2024)1 1 Company was acquired in April 2024 | | | 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. 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. In addition, his experience as an officer and director of other corporate boards has provided him with expertise in the area of corporate governance. | | |

  19. NOMINEES FOR TRUST MANAGER

    | | Kelvin R. Westbrook INDEPENDENT | | | | Age: 69 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) Past Directorships •None in the past five years | | | 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. | | |

  20. NOMINEES FOR TRUST MANAGER

    | | 2025 Proxy Statement 16 |

  21. DIRECTOR COMPENSATION TABLE - FISCAL - 2024

    DIRECTOR COMPENSATION TABLE - FISCAL - 2024 The table below summarizes the compensation the Company paid to each independent Trust Manager for 2024:

  22. DIRECTOR COMPENSATION TABLE - FISCAL - 2024

    | Name (1) | Fees Earned or Paid in Cash (2) | Stock Awards (3) | Total | | Javier E. Benito | $12,500 | $230,083 | $242,583 | | Heather J. Brunner | 30,000 | 230,083 | 260,083 | | Mark D. Gibson | 12,500 | 230,083 | 242,583 | | Scott S. Ingraham | 18,000 | 230,083 | 248,083 | | Renu Khator | 25,000 | 230,083 | 255,083 | | Frances Aldrich Sevilla-Sacasa | 20,000 | 230,083 | 250,083 | | Steven A. Webster | 18,000 | 230,083 | 248,083 | | Kelvin R. Westbrook | 35,000 | 230,083 | 265,083 |

  23. DIRECTOR COMPENSATION TABLE - FISCAL - 2024

    (1) Richard J. Campo, Chairman of the Board and CEO, and D. Keith Oden, Executive Vice Chairman of the Board, 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 44. (2) This column reflects the annual cash fees paid in 2024 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, 2024 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Under Securities and Exchange Commission (“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 2024. On May 10, 2024, the date of our 2024 Annual Meeting, each independent Trust Manager who was re-elected to the Board received an annual fully vested share award with a grant date fair value of $110,035 (with the difference between that value and $110,000 due to rounding to a whole share). Also, each independent Trust Manager elected to receive, in lieu of the $80,000 annual cash fee for 2024, a share award of 150% of the annual cash fee, or $120,000. Accordingly, on May 10, 2024 each then current independent Trust Manager received an additional share award with a grant date value of $120,048 (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.

  24. DIRECTOR COMPENSATION TABLE - FISCAL - 2024

    | | 2025 Proxy Statement 18 |

  25. DIRECTOR COMPENSATION TABLE - FISCAL - 2024

    As of December 31, 2024, 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 the independent Trust Manager in lieu of annual fees:

  26. DIRECTOR COMPENSATION TABLE - FISCAL - 2024

    | Name | Unvested Share Awards | | Javier E. Benito | 1,598 | | Heather J. Brunner | 1,598 | | Mark D. Gibson * | — | | Scott S. Ingraham * | — | | Renu Khator * | — | | Frances Aldrich Sevilla-Sacasa * | — | | Steven A. Webster * | — | | Kelvin R. Westbrook * | — |

  27. DIRECTOR COMPENSATION TABLE - FISCAL - 2024

    * 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, 2024.

  28. 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 NEOs for 2024 are listed below.

  29. Key Executive Compensation Performance Metrics of Achievement

    | Core FFO Per Share (1) (2) | Same Property NOI Growth (1)(2) | Net Debt/Adjusted EBITDAre (1) (2) | Weighted Average Yields on Stabilized Developments (2) | | $6.85 per share | 1.1% | 3.90 x | 5.78% | | ahead of midpoint of guidance range of $6.59 to $6.89 per share | ahead of midpoint of guidance range of (1.50%) to 1.50% | better than target of 4.75 x | above our targeted proforma |

  30. Key Executive Compensation Performance Metrics of Achievement

    In addition to the key performance metrics discussed above, for Ms. Baker individual goals were established based on her individual business function, leadership, and the Company’s strategic goals and initiatives, and the achievement of these goals was part of the determination of her annual bonus as discussed below under “Elements of Total Annual Direct Compensation-Annual Incentives-Annual Bonus.” Individual goals were not established for Messrs. Campo, Oden, or Jessett 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, of diluted EPS to FFO and Core FFO per diluted share, of net income to NOI and same property net operating income, and of net income to Adjusted EBITDAre for the year ended December 31, 2024 is contained in Appendix A of this proxy statement. 2 We consider Core FFO per share to be a key metric used in determining the CEO’s and other NEOs performance bonus. We consider Core FFO to be a helpful measure of operating performance as it excludes not only depreciation expense of real estate assets, but it also

  31. Key Executive Compensation Performance Metrics of Achievement

    | | 2025 Proxy Statement 31 |

  32. Key Executive Compensation Performance Metrics of Achievement

    excludes certain items which, by nature, are not comparable period over period and therefore tend to obscure actual operating performance. Same Property NOI growth illustrates our ability to grow in current markets. Management considers property NOI to be an appropriate supplemental measure of operating performance because it reflects the operating performance of our communities without an allocation of corporate level property management overhead or general and administrative costs. 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 because it represents income before non-cash depreciation and the cost of debt, and excludes gains or losses from property dispositions. 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.

  33. Determination of Compensation

    Executive Officer Roles in Setting Compensation. Messrs. Campo and Oden make recommendations to the Compensation Committee based on the compensation philosophy and objectives set by the Compensation Committee as well as current business conditions. More specifically, for each NEO, Messrs. Campo and Oden review competitive market data and recommend to the Compensation Committee performance measures and target goals for use under the Company’s annual bonus program, in each case for the review, discussion, and approval of the Compensation Committee. For each NEO other than themselves, Messrs. Campo and Oden also review the rationale and guidelines for compensation and annual share awards for the review, discussion, and approval of the Compensation Committee. Messrs. Campo and Oden may attend meetings of the Compensation Committee at the request of the Compensation Committee chair, but do not attend executive sessions and do not participate in any Compensation Committee discussions relating to the final determination of their own compensation. Competitive Considerations. Salaries, annual bonus levels, and long-term incentive award grant levels for the NEOs are determined by the Compensation Committee based on its subjective evaluation of a variety of factors, including: l the nature and responsibility of the executive’s position; l the impact, contribution, expertise, and experience of the individual NEO; l the importance of retaining the individual along with the competitiveness of the market for the individual NEO’s talent and services; l internal equity relative to compensation among the NEOs and external equity relative to compensation of executives in similar positions with the peer group companies discussed below; and l the recommendations of Messrs. Campo and Oden (as to the other NEOs). Camden operates and recruits talent across diverse markets and makes each compensation decision in the context of the particular situation, including the individual’s specific roles, responsibilities, qualifications, and experience. The Compensation Committee takes into account information about the competitive market for executive talent, but because individual roles and experience levels vary among companies and NEOs, the Compensation Committee believes reviewing external compensation should be only one of a variety of factors for establishing compensation. Therefore, the Compensation Committee generally reviews information regarding competitive conditions from a variety of sources in making compensation decisions. These sources include reports of the Compensation Committee’s outside compensation consultant, CBIZ Talent and Compensation Solutions (“CBIZ”), industry studies and compensation surveys, and publicly available information regarding a peer group of public REITs listed and discussed below. In reviewing these studies and surveys, the Compensation Committee considers aggregate information only and does not focus on any particular company within these studies and surveys (other than the peer companies specified below). Compensation Consultant. The Compensation Committee retained CBIZ, a consulting firm specializing in executive compensation and corporate governance, to provide advice on Camden’s executive compensation program for 2024. Neither CBIZ nor any of its affiliates provided any services to Camden or any of its affiliates during 2024 except for the executive compensation consulting services provided to the Compensation Committee. In 2024, CBIZ’s services included advising the Compensation Committee with regards to the following: (i) Company goal setting; (ii) determining the membership of the Company’s 2024 peer group, as described below; and (iii) the amount and form of compensation for the NEOs, as described below. The Compensation Committee has assessed the independence of CBIZ and believes its engagement of CBIZ 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 CBIZ, 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 2024, 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,

  34. Determination of Compensation

    | Camden Property Trust 2024 Peer Group | | | American Homes 4 Rent | Gaming & Leisure Properties, Inc. | | AvalonBay Communities, Inc. | Invitation Homes, Inc. | | Brixmor Property Group, Inc. | Kimco Realty Corporation | | CubeSmart | Mid-America Apartment Communities, Inc. | | Douglas Emmett, Inc. | NNN REIT, 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. |

  35. Annual Incentives

    Annual Incentives Annual Bonus. The Compensation Committee establishes a target annual bonus, as a percentage of base salary, for each NEO. The 2024 target bonus percentage for each of Messrs. Campo and Oden was 400%, for Mr. Jessett was 325%, and for each of the other NEOs was 250%. In determining the target bonus for each NEO, the Compensation Committee takes into account the factors discussed on page 33 under Competitive Considerations. The maximum bonus that may be awarded to a NEO is currently 175% of the Executive’s target bonus. To more fully tie compensation to long-term performance, NEOs may elect to receive up to 50% of their annual bonuses in Camden shares. To the extent a NEO elects to receive shares, the price used to determine the number of shares is two-thirds of our closing share price on the date 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 NEO would have otherwise received in cash). Historically, most NEOs have elected to receive the maximum 50% of their bonus in shares (and all of the NEOs elected to receive the maximum in shares for 2024), 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. The annual bonus process for the NEOs involves the following basic steps:

  36. Annual Incentives

    | 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 then sets performance goals for the Company. | | 2 | Setting Other Performance Objectives | For NEOs other than Messrs. Campo, Oden, and Jessett, 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 are intended to account for performance beyond purely financial measures. |

  37. Annual Incentives

    | | 2025 Proxy Statement 35 |

  38. Annual Incentives

    | 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. | | | 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 NEOs’ compensation should be tied to Company performance measures, the broader the individual’s position, the more heavily the bonus opportunity is weighted by the Company’s performance. | | | | | Messrs. Campo, Oden, and Jessett Ms. Baker | 100% Company performance 50% Company/50% Individual | | 5 | Final Bonus Determination | The next step in the process is to determine each NEO’s actual bonus taking into account the NEO’s target bonus opportunity and actual performance results achieved for the year. The Compensation Committee exercises its judgment and discretion in setting the final amounts for each NEO’s actual bonus for the year. | |

  39. Annual Incentives

    For purposes of determining 2024 annual bonuses for the NEOs, the Compensation Committee established individual performance objectives, and relative weightings for those objectives, for each of the NEOs other than Messrs. Campo, Oden, and Jessett. 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, Oden, and Jessett given their broad responsibility for the overall operations of the Company. The 2024 individual performance objectives and relative weightings, established by the Compensation Committee for Ms. Baker, as well as her overall achievement, were as follows:

  40. Annual Incentives

    | Executive/Weightings | Individual Performance Metrics | Weighting |

  41. Annual Incentives

    | 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 | 25% | | The achievement of corporate and regional budgets | 15% | | The effectiveness in developing and promoting corporate culture to employees | 10% | | Overall Achievement - 95% | |

  42. Annual Incentives

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

  43. Annual Incentives

    | | 2025 Proxy Statement 36 |

  44. Annual Incentives

    The following table shows each NEO’s (other than Mr. Sengelmann) total annual bonus for 2024 before the share award conversion and the portion of each NEO’s annual bonus paid for 2024 that was paid in cash, with the balance having been converted to a share award as described above.

  45. Annual Incentives

    | Named Executive Officer | Total Annual Bonus for 2024 | Portion of Annual Bonus for 2024 Paid in Cash | | Richard J. Campo | $4,205,900 | $2,102,950 | | D. Keith Oden | 4,205,900 | 2,102,950 | | Alexander J. Jessett | 2,250,492 | 1,125,246 | | Laurie A. Baker | 1,781,259 | 890,629 |

  46. Annual Incentives

    The amounts of the annual bonus paid to each NEO in the form of cash and share awards are set forth in the table below under “2024 Compensation Decisions” in the columns under “Annual Bonus.” (page 40). In accordance with SEC rules, the portion of the annual bonus paid in cash is reported in the Summary Compensation Table (page 44) in the column under “Non-Equity Incentive Plan Compensation” for 2024, 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 2026 Annual Meeting in the column under “Stock Awards” because the shares were not issued until 2025. The Compensation Committee did not make a determination for a 2024 bonus for Mr. Sengelmann as he retired on October 1, 2024. Pursuant to the terms of the Separation and Release Agreement between Mr. Sengelmann and the Company described below under "Potential Payments Upon Termination or Change in Control" (Page 50), Mr. Sengelmann received various payments representing the anticipated value of previously accrued for amounts he would have been eligible to receive in February 2025 had he been an employee of the Company at such time. Performance Award. The performance award 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 the growth of long-term shareholder value. Under this performance award program, the NEOs (other than Mr. Sengelmann) 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 NEO held the same notional shares in 2024 as in 2023. 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 2024 and utilized by the Compensation Committee to determine the amount of the payment for 2024 annual performance awards for the NEOs, along with the weightings assigned to each goal and the Company’s achievement of the 2024 performance goals.

  47. Annual Incentives

    | | 2025 Proxy Statement 37 |

  48. Annual Incentives

    | | Weight | Threshold Goal (75% Payout) | Target Goal (100% Payout) | Maximum (150% Payout) | Actual Performance | Achievement | | Core FFO per share | 40% | $6.59 | $6.74 | $6.89 | $6.85 | 137% | | Same property NOI growth | 30% | (1.50%) | 0.00% | 1.50% | 1.1% | 137% | | Net Debt/Adjusted EBITDA Ratio | 20% | 5.00 x | 4.75 x | 4.50 x | 3.90 x | 150% | | Underwritten Yields on Acquisitions/Developments1 | 10% | 5.37% | 5.62% | 5.87% | 5.78% | 132% | | Total | 100% | | | | | 139% |

  49. Annual Incentives

    1 Based on Camden Atlantic and Camden Tempe II. Based on the achievements and weightings described above, the Compensation Committee determined the overall achievement percentage of Company performance for 2024 was 139%. Based upon the 139% overall achievement level reached, each of the NEOs, excluding Mr. Sengelmann, who retired on October 1, 2024, received the following cash payments in 2025 under the Performance Award Program for performance in 2024 based on the following number of notional shares held by the NEO:

  50. Annual Incentives

    | Named Executive Officer | Number of Notional Shares | 2024 Performance Award Cash Payments | | Richard J. Campo | 60,000 | $343,608 | | D. Keith Oden | 60,000 | 343,608 | | Alexander J. Jessett | 45,000 | 257,706 | | Laurie A. Baker | 45,000 | 257,706 |

  51. Annual Incentives

    These cash payments are reflected in the table below under “2024 Compensation Decisions” in the column entitled “Performance Award” (page 40), and are included in the column entitled “Non-Equity Incentive Plan Compensation” of the Summary Compensation Table (page 44).

  52. 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 NEOs 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 26 above that provide for the NEOs to own a specified level of our shares. In determining the levels of long-term incentives to award the NEOs, the Compensation Committee considers the factors discussed on page 33 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 NEOs only if the share price increases from the date of grant. In recent years, our equity-based awards to NEOs 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

  53. Long-Term Incentive Compensation

    | | 2025 Proxy Statement 38 |

  54. Long-Term Incentive Compensation

    awards, where a larger number of options is required to produce the same grant date fair value). This structure has helped to limit shareholder dilution. Long-Term Compensation Awards. In February 2025, the Compensation Committee awarded share awards to each NEO (excluding Mr. Sengelmann, who retired on October 1, 2024) due to the strong operating results in 2024 discussed above. As described above, each NEO also elected to receive a portion of his or her annual bonus for 2024 in the form of a share award (with the balance of the bonus being paid in cash as reflected in the table on page 44). The number of shares subject to each annual bonus share award and each 2024 annual share award granted by the Company is set forth below.

  55. Long-Term Incentive Compensation

    | Named Executive Officer | Grant Date | Number of Shares | Award Type | | Richard J. Campo1 | 2/19/25 | 14,669 | Share Award | | | 2/19/25 | 26,531 | Annual Bonus-Share Award | | D. Keith Oden1 | 2/19/25 | 14,669 | Share Award | | | 2/19/25 | 26,531 | Annual Bonus-Share Award | | Alexander J. Jessett | 2/19/25 | 11,124 | Share Award | | | 2/19/25 | 14,196 | Annual Bonus-Share Award | | Laurie A. Baker | 2/19/25 | 6,152 | Share Award | | | 2/19/25 | 11,236 | Annual Bonus-Share Award |

  56. Long-Term Incentive Compensation

    1 Messrs. Campo and Oden became Retirement Eligible in 2019 and 2021, respectively, and all new share awards granted to either of them vest on date of grant. Neither of the other NEOs are currently Retirement Eligible. The grant date fair values of the annual bonus and other share awards granted in February 2025 will be included in the Summary Compensation and Grants of Plan-Based Awards tables in the proxy statement for the 2026 Annual Meeting of shareholders. In February 2024, the Compensation Committee also approved annual bonuses and annual bonus share awards for each of the NEOs based on 2023 performance. These awards are described in the Company’s proxy statement for its 2024 Annual Meeting. Pursuant to SEC rules, the grant date fair values of the annual bonus and other share awards granted in February 2024 are included in the Summary Compensation and Grants of Plan-Based Awards tables below in this proxy statement as 2024 compensation. Subject to the Retirement Eligible designation and the acceleration of awards in certain circumstances as described under “Potential Payments Upon Termination or Change in Control” below, (i) share awards made in 2024 and 2025 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 NEO would have otherwise received if a cash payment had been elected). Equity-Based Awards for 2025 and 2026. The Compensation Committee reviewed our equity-based award structure in 2025. The Committee determined that our equity-based awards for 2025 would follow a framework that was similar to our equity-based awards for 2024 (including annual share awards and annual bonus share awards). However, to further enhance the performance-based aspects of our executive compensation program, the Compensation Committee determined that the annual share awards granted to our executive officers in 2026 will be in the form of share units subject to both time-based and performance-based vesting requirements (“Performance Share Units” or “PSUs”) rather than share awards subject to only time-based vesting requirements (the annual bonus share award structure would not change). We believe

  57. Long-Term Incentive Compensation

    | | 2025 Proxy Statement 39 |

  58. Long-Term Incentive Compensation

    that PSUs will further strengthen the alignment of executive compensation with long-term shareholder value creation. The PSUs are expected to have a three-year performance period, with performance-based vesting for half of each award to be determined based on Camden’s relative total shareholder return against specified indexes or groups of companies for the three-year performance period, and performance-based vesting for the other half of each award to be determined based on Camden financial performance over the three-year performance period. We currently expect to use Net Debt to EBITDAre and Core FFO per share as the two financial performance measures, each weighted equally.

  59. 2024 COMPENSATION DECISIONS

    | | | Annual Bonus | | | Long-Term Compensation | | | | Name | Salary | Cash Bonus | Share Award (1) | Performance Award | Share Award (1) | Other | Total | | Richard J. Campo | $742,630 | $2,102,950 | $3,154,536 | $343,608 | $1,744,144 | $— | $8,087,868 | | D. Keith Oden | 742,630 | 2,102,950 | 3,154,536 | 343,608 | 1,744,144 | — | 8,087,868 | | Alexander J. Jessett | 627,763 | 1,125,246 | 1,687,904 | 257,706 | 1,322,644 | — | 5,021,263 | | Laurie A. Baker | 567,329 | 890,629 | 1,335,960 | 257,706 | 731,473 | — | 3,783,097 | | William W. Sengelmann (2) | 406,716 | — | — | — | — | 2,204,550 | 2,611,266 |

  60. 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 Trust Managers, officers, 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 certain of its 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 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 for the NEOs are summarized below and more fully described under “Potential Payments Upon Termination or Change in Control” (page 50). The Company’s agreements with its NEOs 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 NEOs that include tax gross-up provisions. Perquisites and Other Personal Benefits. The Company does not provide material perquisites or other benefits to the NEOs. The NEOs participate in the Company’s 401(k) and other benefit plans on the same terms as other employees.

  61. Employment Agreements

    Employment Agreements To help recruit and retain talent in a competitive market, the Company enters into employment agreements with all of its NEOs. The agreements with Messrs. Campo and Oden expire on July 22, 2025. However, on July 22 of each year, the expiration date of the agreements with Messrs. Campo and Oden will automatically be extended by one additional year. The agreements with Mr. Jessett and Ms. Baker expire on August 20, 2025. However, on August 20 of each year, the expiration date of the agreements with Mr. Jessett and Ms. Baker will automatically be extended by one additional year, unless either party provides notice of termination at least six months prior to the date of expiration. The agreements generally provide that an executive’s annual base salary may be increased, but it may not be decreased, by the Company. The agreements also provide each NEO is eligible for annual incentive compensation and long-term compensation as determined by the Board or the Compensation Committee in its sole discretion, and to health/dental insurance, life insurance, disability insurance, and similar benefits available to employees. Each employment agreement contains provisions relating to compensation payable to the respective NEO in the event of a change in control of the

  62. Employment Agreements

    | | 2025 Proxy Statement 41 |

  63. Employment Agreements

    Company (in the case of Messrs. Campo and Oden) or a termination of such NEO’s employment, which provisions are described below under “Potential Payments Upon Termination or Change in Control” (page 50). Each employment agreement includes a confidentiality covenant and twelve month post-termination non-compete and non-solicitation covenants (provided that the non-compete and non-solicitation covenants will not apply in the case of a termination by the Company without cause, or, in the case of Messrs. Campo and Oden, by the executive with good reason). The employment agreements also provide that the executive is entitled to reimbursement of legal fees and expenses related to disputes regarding the employment agreement following a change in control of the Company. The employment agreement of Mr. Sengelmann was superseded as of October 1, 2024 by the separation and release agreement entered into in connection with his retirement. Please see discussion of the separation and release agreement below under “Potential Payments Upon Termination or Change in Control” (page 50).

  64. 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 NEOs, including external market compensation data, pay mix, selection of performance metrics, goal setting process, and internal equity (compensation differences between individuals). These reviews provide a process to consider if any of Camden’s current programs, practices, or procedures regarding NEO 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 NEO 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 NEO’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 NEOs with those of Camden’s shareholders and to maximize retention (as to awards granted to executives who are not Retirement Eligible) 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 or a change in control as described under “Potential Payments Upon Termination or Change in Control” below. This vesting period encourages NEOs to focus on sustaining Camden’s long-term performance. These grants are typically made annually, so officers who are not Retirement Eligible generally have unvested awards which could decrease significantly in value if Camden’s stock price declines in value. As to Messrs. Campo and Oden (each of whom is Retirement Eligible), the Compensation Committee believes that their substantial Company shareholdings also closely align their interests with those of Camden’s shareholders generally. l Payment of Annual Bonuses in Shares. To tie compensation more fully to long-term performance, NEOs may elect to receive up to 50% of their annual bonuses in shares of the Company. To the extent a NEO 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 NEO 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

  65. SUMMARY COMPENSATION TABLE - FISCAL 2022-2024

    SUMMARY COMPENSATION TABLE - FISCAL 2022-2024 The table below summarizes the total compensation earned by each of the NEOs during each of the three years ended December 31, 2022, December 31, 2023 and December 31, 2024.

  66. SUMMARY COMPENSATION TABLE - FISCAL 2022-2024

    | 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 | 2024 | $742,630 | $4,033,076 | $2,446,558 | $2,504 | $7,224,768 | | | 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 | | D. Keith Oden Executive Vice Chairman of the Board | 2024 | $742,630 | $4,033,076 | $2,446,558 | $3,000 | $7,225,264 | | | 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 | | Alexander J. Jessett President, Chief Financial Officer, and Assistant Secretary | 2024 | $627,763 | $2,138,233 | $1,382,952 | $3,000 | $4,151,948 | | | 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 | | Laurie A. Baker Executive Vice President- Chief Operating Officer | 2024 | $567,329 | $1,616,245 | $1,148,335 | $3,000 | $3,334,909 | | | 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 | | William W. Sengelmann (4) Former Executive Vice President-Real Estate Investments | 2024 | $406,716 | $1,517,496 | $— | $2,207,550 | $4,131,762 | | | 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 |

  67. SUMMARY COMPENSATION TABLE - FISCAL 2022-2024

    (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, 2024 included in its Annual Report on Form 10-K for the year ended December 31, 2024. 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 value of share awards included in the table above is the grant date fair value of share awards granted in 2024. As discussed above in the Compensation Discussion and Analysis, in February 2025 the Compensation Committee assessed company and individual performance levels for 2024, and granted annual share awards and determined 2024 annual bonuses for the NEOs based on that assessment. The Compensation Committee’s view is that all share awards granted in February 2025 relate to 2024 (including the portion of 2024 annual bonuses the NEOs elected to receive in shares instead of cash). However, in accordance with applicable SEC rules, the cash bonuses awarded based on 2024 performance are reported in the Summary Compensation Table as compensation for 2024, while the share grants awarded in February 2025 will be reported in the executive compensation tables in next year’s proxy statement as compensation for 2025.

  68. SUMMARY COMPENSATION TABLE - FISCAL 2022-2024

    | | 2025 Proxy Statement 44 |

  69. SUMMARY COMPENSATION TABLE - FISCAL 2022-2024

    The following table sets forth the portions of the annual bonuses for each year the NEO 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):

  70. SUMMARY COMPENSATION TABLE - FISCAL 2022-2024

    | | 2024 1 | | 2023 2 | | 2022 3 | | | Named Executive Officer | Shares | Value | Shares | Value | Shares | Value | | Richard J. Campo | 30,057 | $2,867,738 | 24,394 | $2,867,759 | 12,594 | $2,062,519 | | D. Keith Oden | 30,057 | 2,867,738 | 24,394 | 2,867,759 | 12,594 | 2,062,519 | | Alexander J. Jessett | 14,654 | 1,398,138 | 11,893 | 1,398,141 | 6,088 | 997,032 | | Laurie A. Baker | 12,730 | 1,214,569 | 10,331 | 1,214,512 | 1,663 | 272,350 | | William W. Sengelmann | 9,232 | 880,825 | 7,492 | 880,760 | 4,890 | 800,835 |

  71. SUMMARY COMPENSATION TABLE - FISCAL 2022-2024

    1 As determined by the Compensation Committee on February 21, 2024, based on 2023 performance. 2 As determined by the Compensation Committee on February 22, 2023, based on 2022 performance. 3 As determined by the Compensation Committee on February 16, 2022, based on 2021 performance. 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 NEO 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:

  72. SUMMARY COMPENSATION TABLE - FISCAL 2022-2024

    | Named Executive Officer | 2024 1 | 2023 2 | 2022 3 | | Richard J. Campo | $2,102,950 | $1,911,773 | $1,911,773 | | D. Keith Oden | 2,102,950 | 1,911,773 | 1,911,773 | | Alexander J. Jessett | 1,125,246 | 932,042 | 932,042 | | Laurie A. Baker | 890,629 | 809,663 | 809,663 | | William W. Sengelmann | — | 587,171 | 587,171 |

  73. SUMMARY COMPENSATION TABLE - FISCAL 2022-2024

    1 As determined by the Compensation Committee on February 19, 2025, based on 2024 performance, as discussed in more detail starting on page 35 under the heading “Annual Bonus.” 2 As determined by the Compensation Committee on February 21, 2024, based on 2023 performance. 3 As determined by the Compensation Committee on February 22, 2023, based on 2022 performance. (b) Cash awards made under the Performance Award Program, which is discussed in further detail on page 37 under the heading “Performance Award,” as follows:

  74. SUMMARY COMPENSATION TABLE - FISCAL 2022-2024

    | Named Executive Officer | 2024 | 2023 | 2022 | | Richard J. Campo | $343,608 | $242,400 | $333,888 | | D. Keith Oden | 343,608 | 242,400 | 333,888 | | Alexander J. Jessett | 257,706 | 181,800 | 250,416 | | Laurie A. Baker | 257,706 | 181,800 | 250,416 | | William W. Sengelmann | — | 141,400 | 194,768 |

  75. SUMMARY COMPENSATION TABLE - FISCAL 2022-2024

    (3) Represents matching contributions under the Company’s 401(k) plan. For Mr. Sengelmann, also represents the lump sum cash payment of $2,204,550 paid pursuant to his separation and release agreement. (4) Mr. Sengelmann retired as the Company’s Executive Vice President – Real Estate Investments, effective October 1, 2024.

  76. SUMMARY COMPENSATION TABLE - FISCAL 2022-2024

    | | 2025 Proxy Statement 45 |

  77. GRANTS OF PLAN BASED AWARDS - FISCAL 2024

    GRANTS OF PLAN BASED AWARDS - FISCAL 2024 The following table sets forth certain information with respect to awards granted during the year ended December 31, 2024 for each NEO 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 2024 with respect to performance in 2023. The Company did not grant any option awards during 2024.

  78. GRANTS OF PLAN BASED AWARDS - FISCAL 2024

    | Named Executive Officer | 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 | 2/21/24 (1) | — | $2,970,520 | $5,198,410 | | | | | 2/21/24 (2) | — | 247,200 | 370,800 | | | | | 2/21/24 (3) | — | | | 12,214 | $1,165,338 | | | 2/21/24 (4) | — | | | 30,057 | 2,867,738 | | D. Keith Oden | 2/21/24 (1) | — | $2,970,520 | $5,198,410 | | | | | 2/21/24 (2) | — | 247,200 | 370,800 | | | | | 2/21/24 (3) | — | | | 12,214 | $1,165,338 | | | 2/21/24 (4) | — | | | 30,057 | 2,867,738 | | Alexander J. Jessett | 2/21/24 (1) | — | $2,040,230 | $3,570,402 | | | | | 2/21/24 (2) | — | 185,400 | 278,100 | | | | | 2/21/24 (3) | — | | | 7,757 | $740,095 | | | 2/21/24 (4) | — | | | 14,654 | 1,398,138 | | Laurie A. Baker | 2/21/24 (1) | — | $1,418,323 | $2,482,064 | | | | | 2/21/24 (2) | — | 185,400 | 278,100 | | | | | 2/21/24 (3) | — | | | 4,210 | $401,676 | | | 2/21/24 (4) | — | | | 12,730 | 1,214,569 | | William L. Sengelmann | 2/21/24 (1) | — | $1,358,193 | $2,376,837 | | | | | 2/21/24 (2) | — | 144,200 | 216,300 | | | | | 2/21/24 (3) | — | | | 6,673 | $636,671 | | | 2/21/24 (4) | — | | | 9,232 | 880,825 |

  79. GRANTS OF PLAN BASED AWARDS - FISCAL 2024

    (1) Reflects the target and maximum payment level for 2024 under the annual bonus program. However, the NEOs may elect to receive up to 50% of their annual bonuses in Camden shares, the grant date fair value of which would be included in the Stock Awards column in the Summary Compensation Table for the year in which the grant is made. The methodology for determining the number of shares to be issued and the vesting requirements are described above under “Annual Incentives” in the Compensation Discussion and Analysis. The actual amounts received by the NEOs under the annual bonus program for 2024 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 2024 under the performance award program, which levels were established in February 2024. The actual amounts received by the NEOs under the performance award program for 2024 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 performance award program.

  80. GRANTS OF PLAN BASED AWARDS - FISCAL 2024

    | | 2025 Proxy Statement 46 |

  81. GRANTS OF PLAN BASED AWARDS - FISCAL 2024

    (3) Reflects awards granted in February 2024 under the long-term incentive program for performance in 2023. 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 35 and acceleration provisions upon certain terminations of employment as described under “Potential Payments Upon Termination or Change in Control” on page 50), except the awards granted to Messrs. Campo, Oden, and Sengelmann fully vested at grant as they were Retirement Eligible. (4) Reflects awards granted in February 2024 under the annual bonus program for performance in 2023 pursuant to the NEO’s election to receive a portion of the 2023 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 35 and acceleration provisions upon certain terminations of employment as described under “Potential Payments Upon Termination or Change in Control” on page 50), except the awards granted to Messrs. Campo, Oden, and Sengelmann fully vested at grant as they were Retirement Eligible.

  82. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END The following table sets forth certain information with respect to the market value as of December 31, 2024 of all unvested share awards held by each NEO as of December 31, 2024. No NEO held any option awards on that date.

  83. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    | | | Stock Awards | | | | Grant Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested (1) | | Named Executive Officer | | | | | Richard J. Campo (2) | | — | $— | | D. Keith Oden (2) | | — | $— | | Alexander J. Jessett (3) | 2/16/2022 | 3,029 | $351,485 | | | 2/22/2023 | 10,144 | $1,177,110 | | | 2/21/2024 | 18,748 | $2,175,518 | | Laurie A. Baker (3) | 2/16/2022 | 1,234 | $143,194 | | | 2/22/2023 | 7,444 | $863,802 | | | 2/21/2024 | 13,758 | $1,596,478 | | William W. Sengelmann | | — | $— |

  84. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    (1) The market value of the shares reported in this column has been determined based on the closing price of our common shares on the last trading day of fiscal 2024, which was $116.04 per share. (2) Messrs. Campo and Oden are Retirement Eligible, and as a result all share awards granted to them are fully vested on the date of grant. (3) The unvested awards granted under the long-term incentive program and annual bonus program vest ratably over three years on February 15th following the date of original grant.

  85. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    | | 2025 Proxy Statement 47 |

  86. STOCK VESTED - FISCAL 2024

    STOCK VESTED - FISCAL 2024 The following table sets forth for each NEO certain information with respect to share awards that vested during 2024:

  87. STOCK VESTED - FISCAL 2024

    | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Vesting | Value Realized on Vesting (1) | | Richard J. Campo | 42,271 | $4,033,076 | | D. Keith Oden | 42,271 | 4,033,076 | | Alexander J. Jessett | 15,680 | 1,519,582 | | Laurie A. Baker | 9,383 | 907,386 | | William W. Sengelmann | 15,905 | 1,517,496 |

  88. STOCK VESTED - FISCAL 2024

    (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.

  89. 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 Trust Managers, officers 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 Trust Managers, officers 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 grant. 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.

  90. NON-QUALIFIED DEFERRED COMPENSATION

    | | 2025 Proxy Statement 48 |

  91. 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, 2024:

  92. NON-QUALIFIED DEFERRED COMPENSATION

    | Named Executive Officer | Executive Contributions in Last FY (1) | Aggregate Earnings in Last FY (2) | Aggregate Withdrawals/ Distributions (3) | Aggregate Balance at Last FYE (4) | | Richard J. Campo | | | | | | Rabbi Trust | $— | $7,111,650 | $(6,165,193) | $49,069,867 | | Deferred Compensation Plan | 4,033,076 | 4,101,675 | (2,771,462) | 25,937,554 | | Total | $4,033,076 | $11,213,325 | $(8,936,655) | $75,007,421 | | D. Keith Oden | | | | | | Rabbi Trust | $— | $2,793,113 | $(6,165,193) | $19,228,662 | | Deferred Compensation Plan | 6,460,347 | 5,544,967 | (12,954,416) | 47,077,602 | | Total | $6,460,347 | 8,338,080 | $(19,119,609) | $66,306,264 | | Alexander J. Jessett | | | | | | Deferred Compensation Plan | 2,138,233 | 2,681,012 | (1,133,256) | 16,479,334 | | Total | $2,138,233 | $2,681,012 | $(1,133,256) | $16,479,334 | | Laurie A. Baker | | | | | | Rabbi Trust | $— | $407,270 | $— | $3,199,125 | | Deferred Compensation Plan | 401,676 | 1,421,232 | (445,225) | 11,584,432 | | Total | $401,676 | $1,828,502 | $(445,225) | $14,783,557 | | William W. Sengelmann | | | | | | Rabbi Trust | $— | $63,868 | $— | $442,461 | | Deferred Compensation Plan | 1,517,496 | 2,514,850 | (665,835) | 16,020,446 | | Total | $1,517,496 | $2,578,718 | $(665,835) | $16,462,907 |

  93. NON-QUALIFIED DEFERRED COMPENSATION

    (1) Reflects 2024 share awards the NEO 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 44. 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 2024 are comprised of the following share awards: Messrs. Campo and Oden-$4,033,076 each; Mr. Jessett-$2,138,233; Ms. Baker-$401,676; and Mr. Sengelmann-$1,517,496. 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 44. (2) Aggregate earnings in 2024 represent the net unrealized gain reported by the administrator of the non-qualified deferred compensation plans, and represents the net unrealized appreciation of the Company’s shares and dividends on previously deferred share awards, salary and bonuses. The net gains on the deferred compensation plans do not include any Company or NEO contributions, and are not included in the Summary Compensation Table on page 44. (3) Includes amounts to be paid to the Company by the NEO upon withdrawals from the deferred compensation plans as follows: Mr. Campo-$4,190,890; Mr. Oden-$1,512,567; Mr. Jessett-$0; Ms. Baker-$262,073; and Mr. Sengelmann-$40,877. (4) Includes the following aggregate amounts previously reported in the Summary Compensation Table on page 44 for 2023 and 2022, combined: Mr. Campo-$7,261,037; Mr. Oden-$11,726,412; Mr. Jessett-$4,524,385 Ms. Baker-$2,955,038; and Mr. Sengelmann-$722,368

  94. NON-QUALIFIED DEFERRED COMPENSATION

    | | 2025 Proxy Statement 49 |

  95. 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 NEO, except for Mr. Sengelmann, under his or her employment agreement in the event of a termination of such NEO’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, 2024 and are estimates of the amounts which would be paid to the NEOs upon such event. The actual amounts that would be paid can only be determined at the time of such event. Additionally, each NEO 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. As discussed above, Mr. Sengelmann retired October 1, 2024. Pursuant to the terms of a Separation Agreement, and General Release between him and the Company, Mr. Sengelmann received a lump sum cash payment, less any applicable federal and state payroll tax deductions, equal to (i) Mr. Sengelmann’s anticipated annual bonus and value of bonus shares he would have been eligible to receive in February 2025, (ii) a performance bonus in lieu of any potential performance award he may have been eligible to receive in February 2025, and (iii) a restricted share award value equivalent payment which equaled the approximate value of restricted share awards he may have been eligible to receive in February 2025.

  96. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | 2025 Proxy Statement 50 |

  97. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | | Reason For Termination/Acceleration | | | | | | | | | | Named Executive Officer | Benefit | Without Cause (1) | | Death or Disability (2) | | Change in Control (With Term.) (3) | | Change in Control (No Term.) (3) | | | | Richard J. Campo | Bonus | $ | 2,970,520 | $ | 2,970,520 | $ | 2,970,520 | $ | | 2,970,520 | | | Severance | | 24,182,283 | | 24,182,283 | | 24,182,283 | 24,182,283 | | | | | Options and Awards (4) | | — | | — | | — | — | | | | | Tax Gross-Up Payment (5) | — | | — | | — | | — | | | | | Total | $ | 27,152,803 | $ | 27,152,803 | $ | 27,152,803 | | 27,152,803 | | | D. Keith Oden | Bonus | $ | 2,970,520 | $ | 2,970,520 | $ | 2,970,520 | $ | | 2,970,520 | | | Severance | | 24,182,283 | | 24,182,283 | | 24,182,283 | 24,182,283 | | | | | Options and Awards (4) | | — | | — | | — | | | — | | | Tax Gross-Up Payment (5) | | — | | — | | — | | | — | | | Total | $ | 27,152,803 | $ | 27,152,803 | $ | 27,152,803 | | 27,152,803 | | | Alexander J. Jessett | Bonus | $ | 2,040,230 | $ | 2,040,230 | $ | 2,040,230 | $ | | — | | | Severance | | 627,763 | | 2,667,993 | | 1,822,872 | | | — | | | Options and Awards (4) | | — | | 3,704,113 | | 3,704,113 | | | 3,704,113 | | | Tax Gross-Up Payment (5) | — | | — | | — | | — | | | | | Total | $ | 2,667,993 | $ | 8,412,336 | $ | 7,567,215 | $ | | 3,704,113 | | Laurie A. Baker | Bonus | $ | 1,418,323 | $ | 1,418,323 | $ | 1,418,323 | $ | | — | | | Severance | | 567,329 | | 1,985,652 | | 1,647,386 | | | — | | | Options and Awards (4) | | — | | 2,603,474 | | 2,603,474 | | | 2,603,474 | | | Tax Gross-Up Payment (5) | — | | — | | — | | — | | | | | Total | $ | 1,985,652 | $ | 6,007,449 | $ | 5,669,183 | $ | | 2,603,474 |

  98. 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 NEO for good reason, the NEO 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 and Ms. Baker, 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 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 NEO will continue to receive health and welfare benefits, as if the NEO had not been terminated, until, in the case of Mr. Jessett and Ms. Baker, the earlier of: (i) the NEO 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 NEO 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 and Ms. Baker, 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 NEO 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 NEO made with respect to any retirement, pension, profit sharing, long-term incentive, or other similar plan (including share awards granted pursuant to the annual bonus plan).

  99. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | 2025 Proxy Statement 51 |

  100. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (3) In 2003, we entered into agreements with Messrs. Campo and Oden providing that the following benefits are triggered upon a change in control regardless of whether the executive's employment is terminated, 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 NEOs, the following benefits are triggered upon termination by reason of a change in control: (a)Severance: In the case of Mr. Jessett and Ms. Baker, 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 NEO will continue to receive health and welfare benefits, as if the NEO 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 NEO made with respect to any retirement, pension, profit sharing, long-term incentive, or other similar such plan (including share awards granted pursuant to the annual bonus plan). . (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, 2024. 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 NEOs 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 applied. These agreements were entered into prior to 2013. Subsequent to this time, the Company has not entered into any agreement with any NEO that includes tax gross-up provisions.

  101. 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 2024 was $7,224,768, and the median of the total 2024 compensation of all of our employees (excluding our CEO) was $66,298. Accordingly, we estimate the ratio of our CEO’s total compensation for 2024 to the median of the total 2024 compensation of all of our employees (excluding our CEO) to be 109 to 1. We identified the median employee by taking into account the total cash compensation paid for 2024 for all individuals, excluding our CEO, who were employed by us or one of our affiliates on December 1, 2024, 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 2024, and we did not annualize the compensation for any employees who were not employed by us for all of 2024. 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 2024 was determined using the same rules that apply to reporting the compensation of our NEOs (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.

  102. CEO COMPENSATION PAY RATIO

    | | 2025 Proxy Statement 52 |

  103. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following summarizes the relationship between the total compensation paid to our CEO and other Non-CEO NEOs and our financial performance:

  104. 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) | | | Camden Total Shareholder Return (4) | FTSE NAREIT Equity Total Shareholder Return (4) | Net Income (In thousands) (5) | Core FFO/Share (6) | | 2024 | $7,224,768 | $7,224,768 | $4,710,971 | $5,019,043 | $129.20 | $123.25 | $170,840 | $6.85 | | 2023 | 6,911,304 | 6,911,304 | 4,178,445 | 4,076,395 | 106.51 | 113.35 | 410,553 | 6.82 | | 2022 | 6,176,567 | 6,176,567 | 3,674,346 | 2,964,322 | 115.31 | 99.67 | 661,508 | 6.52 | | 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 | 5.10 |

  105. PAY VERSUS PERFORMANCE

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

  106. PAY VERSUS PERFORMANCE

    | Year | CEO | Non-CEO NEO’s | | 2024 | Richard J. Campo | D. Keith Oden, Alexander J. Jessett, Laurie A. Baker, William W. Sengelmann (a) | | 2023 | Richard J. Campo | D. Keith Oden, Alexander J. Jessett, Laurie A. Baker, William W. Sengelmann (a) | | 2022 | Richard J. Campo | D. Keith Oden, Alexander J. Jessett, Laurie A. Baker, William W. Sengelmann (a) | | 2021 | Richard J. Campo | D. Keith Oden, H. Malcolm Stewart (b), Alexander J. Jessett, William W. Sengelmann (a) | | 2020 | Richard J. Campo | D. Keith Oden, H. Malcolm Stewart (b), Alexander J. Jessett, William W. Sengelmann (a) |

  107. PAY VERSUS PERFORMANCE

    (a) Mr. Sengelmann retired as Executive Vice President-Real Estate Investments effective October 1, 2024. (b) Mr. Stewart retired as President and Chief Operating Officer effective December 31, 2021. (2) See the Summary Compensation Table on page 44 for a detail of the summary compensation for the CEO for 2024, 2023 and 2022. See the Summary Compensation Table as disclosed in the 2022 Proxy for 2021 and 2020 summary compensation for the CEO. The average compensation for the non-CEO NEOs for 2024, 2023 and 2022 was calculated from the Summary Compensation Table on page 44. 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

  108. PAY VERSUS PERFORMANCE

    | | 2025 Proxy Statement 53 |

  109. PAY VERSUS PERFORMANCE

    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:

  110. PAY VERSUS PERFORMANCE

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | $4,710,971 | $4,178,445 | $3,674,346 | $3,682,054 | $2,808,294 | | Less the average equity award amounts included in the “Stock Awards” column of the Summary Compensation Table | $(2,326,263) | $(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 | 942,999 | 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 | 91,501 | (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 | 1,550,913 | 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 | (8,745) | 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 | 57,667 | 49,683 | 41,308 | 49,851 | 69,963 | | Compensation Actually Paid | $5,019,043 | $4,076,395 | $2,964,322 | $4,592,404 | $3,304,525 |

  111. 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, 2024, 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, 2024. The following graph shows the relationship between compensation actually paid and total shareholder return for the Company and the peer group.

  112. PAY VERSUS PERFORMANCE

    | | 2025 Proxy Statement 54 |

  113. 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 million gain on sale of two operating properties and one parcel of land.

  114. PAY VERSUS PERFORMANCE

    | | 2025 Proxy Statement 55 |

  115. PAY VERSUS PERFORMANCE

    (d) Net Income includes a $43.8 million gain on sale of one operating property, partially offset by a $41.0 million impairment associated with land development activities. (6) We consider Core FFO per share to be a key metric used in determining the CEO’s and other NEOs performance bonus. A definition of Core FFO , as well as a reconciliation of net income attributable to common shareholders to Core FFO and diluted EPS to Core FFO diluted per share for the year ended December 31, 2024 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 Core FFO per share. The graph below illustrates the correlation between compensation actually paid and Core FFO per share, which we believe is the most important financial metric linking the Company’s financial performance with compensation. The following are the financial and other performance measures the Company considers most important in linking the compensation actually paid to its executives for 2024:

  116. PAY VERSUS PERFORMANCE

    | l | Core FFO/Share | | l | Same Property NOI (a) growth | | l | Net Debt/Adjusted EBITDAre (b) | | l | Weighted Average Yields (c) |

  117. PAY VERSUS PERFORMANCE

    (a) 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, 2024 is contained in Appendix A of this proxy statement. (b) 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, 2024 is contained in Appendix A of this proxy statement. (c) 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.

  118. PAY VERSUS PERFORMANCE

    | | 2025 Proxy Statement 56 |