COUSINS PROPERTIES INCCUZ
COUSINS PROPERTIES INC Stock Compensation Disclosure
STOCK-BASED COMPENSATION
The Company has two outstanding stock-based compensation plans: the Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan (the "2019 Plan") under which the Company issues restricted stock and restricted stock units ("RSUs") and the ESPP under which employees can purchase common shares at a discount. While the Company's 2019 Plan also allows for the issuance of stock options, none had been issued, were exercised, or were outstanding as of or during any of the periods presented. A portion of the Company's independent directors' compensation is also provided in the form of company stock.
The Company's compensation expense in 2025, 2024, and 2023 primarily relates to restricted stock, stock-settled RSUs, and the ESPP. Restricted stock and the stock-settled RSUs are equity-classified awards for which compensation expense per share is fixed. Cash-settled RSUs are liability-classified awards for which the expense fluctuates from period to period dependent, in part, on the Company's stock price. Cash-settled RSUs were last awarded in 2019 and were fully expensed as of December 31, 2023.
For 2025, 2024, and 2023, stock-based compensation expenses, net of forfeitures, were recorded as follows ($ in thousands):
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Equity-classified awards: | ||||||||||||||||||||
| Restricted stock | $ | 4,620 | $ | 4,130 | $ | 3,645 | ||||||||||||||
| Market-based RSUs | 7,621 | 6,885 | 5,042 | |||||||||||||||||
| Performance-based RSUs | 2,449 | 2,077 | 1,463 | |||||||||||||||||
| Director grants | 1,668 | 1,587 | 1,601 | |||||||||||||||||
| Employee Stock Purchase Plan | 118 | 109 | 150 | |||||||||||||||||
| 16,476 | 14,788 | 11,901 | ||||||||||||||||||
| Liability-classified awards | ||||||||||||||||||||
| Service-based RSUs | — | — | 61 | |||||||||||||||||
| Total stock-based compensation expense | $ | 16,476 | $ | 14,788 | $ | 11,962 | ||||||||||||||
On April 23, 2019, the Company's stockholders approved the 2019 Plan which allows the Company to issue awards of stock options, stock grants, or stock appreciation rights to employees and directors. The 2019 Plan also allows the Company to issue awards to employees that are paid in cash or stock on the vesting date in an amount equal to the fair market value, as defined, of one share of the Company’s stock. As of December 31, 2025, approximately 850,000 shares were authorized to be awarded pursuant to the 2019 Plan.
Equity-Classified Awards
Since 2020, the Company has annually granted three types of equity-classified awards to key employees: (1) RSUs based on the total stockholder return ("TSR") of the Company, as defined, relative to that of office peers included in a published office REIT index (the "Market-based RSUs"), (2) RSUs based on the ratio of cumulative funds from operations ("FFO") per share to targeted cumulative FFO per share (the “Performance-based RSUs”), and (3) restricted stock. In February 2023, the Company made modifications to its Market-based RSUs awards granted in 2022, 2021, and 2020. Subsequent to year end on February 5, 2026, the Company made modifications to its market-based RSUs granted in 2023. These modifications were made to clarify the definition of the peer group used to measure TSR award achievement and the additional compensation expense recognized related to these modifications was not significant.
The RSU awards are equity-classified awards to be settled in stock, net of any tax withholding, with issuance dependent upon the attainment of required service, market, and performance criteria. For the Market-based RSUs, the Company expenses an estimate of the fair value of the awards on the grant date, calculated using a Monte Carlo valuation at grant date, ratably over the three-year vesting period, adjusting only for forfeitures when they occur. The expense of these Market-based RSUs is not adjusted for the number of awards that actually vest. For the Performance-based RSUs, the Company expenses the awards over the three-year vesting period using the grant date fair market value of the Company's stock on the grant date. The expense is recognized ratably over the vesting period and adjusted each quarter based on the number of shares expected to vest and for forfeitures when they occur. The measurement period for both the Market-based and Performance-based RSUs is three years starting on January 1 of the year of issuance and ending on December 31 of the third year. The ultimate settlement of these awards can range from 0% to 200% of the targeted number of units depending on the achievement of the market and performance metrics described above.
In 2025, 2024, and 2023, the Company granted, at target, 256,131, 293,887, and 234,902 of RSUs, respectively, to employees, which vest on December 31 of the last year of the respective three-year FFO and TSR measurement period.
The Company estimates future expense for all stock-settled RSUs outstanding at December 31, 2025 to be $7.8 million (using estimated vesting percentages for Performance-based RSUs as of December 31, 2025), which will be recognized over a weighted-average period of 1.7 years.
In 2025, 2024, and 2023, the Company granted 178,469, 204,004, and 164,221 shares, respectively, of restricted stock to employees, which vest ratably over three years from the issuance date. The Company records restricted stock in common stock and additional paid-in capital at fair value on the grant date, with the offsetting deferred compensation also recorded in additional paid-in capital. The Company records compensation expense over the vesting period. As of December 31, 2025, the Company had $5.6 million of unrecognized compensation cost included in additional paid-in capital related to restricted
stock, which will be recognized over a weighted average period of 1.7 years. The total vesting date fair value of the restricted stock which vested during 2025, 2024, and 2023 was $4.5 million, $2.7 million, and $2.4 million, respectively.
The following table summarizes equity-classified employee stock compensation award activity for the years ended December 31, 2025, 2024, and 2023 (shares in thousands):
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||
| Restricted Stock and RSUs | Weighted Average Fair Market Value at Grant | Restricted Stock and RSUs | Weighted Average Fair Market Value at Grant | Restricted Stock and RSUs | Weighted Average Fair Market Value at Grant | |||||||||||||||||||||||||||||||||
| Restricted stock and RSUs unvested at target - beginning of the year | 862 | $29.51 | 629 | $34.16 | 463 | $39.91 | ||||||||||||||||||||||||||||||||
| Granted | 435 | $36.74 | 498 | $28.73 | 399 | $29.31 | ||||||||||||||||||||||||||||||||
| Vested | (382) | $26.72 | (252) | $39.47 | (225) | $37.28 | ||||||||||||||||||||||||||||||||
| Forfeited | (9) | $30.24 | (13) | $31.41 | (8) | $37.60 | ||||||||||||||||||||||||||||||||
| Restricted stock and RSUs unvested at target - end of year (1) | 906 | $32.79 | 862 | $29.51 | 629 | $34.16 | ||||||||||||||||||||||||||||||||
(1) The target number of non-vested stock-settled RSUs and Restricted Stock at December 31, 2025 is 545,578 and 360,541, respectively.
The Monte Carlo valuation used to determine the grant date fair value of the stock-settled Market-based RSUs included the following assumptions for those RSUs granted in 2025, 2024, and 2023:
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Volatility | (1) | 31.3 | % | 30.5 | % | 40.5 | % | |||||||||||||
| Risk-free rate | (2) | 4.26 | % | 4.43 | % | 4.35 | % | |||||||||||||
| Stock beta | (3) | 0.88 | % | 0.96 | % | 1.03 | % | |||||||||||||
(1) Based on historical volatility over three years using daily stock price.
(2) Reflects the yield on three-year Treasury bonds.
(3) Betas are calculated with up to three years of daily stock price data.
All shares of restricted stock receive nonforfeitable dividends and have voting rights during the vesting period. Dividend equivalents for the 2025, 2024, and 2023 RSUs will be settled in cash based upon the number of units vested. The Company accrues for these dividend equivalent units over the measurement period as dividends are declared and they are included in distributions in excess of cumulative net income on the consolidated balance sheets.
At December 31, 2025, 2024 and 2022, the Company had no stock options outstanding to key employees or outside directors. In 2025, 2024, and 2023, there were no stock option grants to employees or directors and the Company recognized no compensation expense related to stock options.
In 2025, 2024, and 2023, the Company also granted 60,121, 67,624, and 81,909 shares, respectively, of stock to independent members of the board of directors which vested immediately on the issuance date.
Liability-Classified Awards
There were no service-based, market-based, or performance-based liability awards outstanding as of December 31, 2025 or 2024 and the expense related to liability awards for the year ended December 31, 2023 was not significant. During 2023, total cash paid for all types of cash-settled RSUs and related dividend payments was $1.1 million.
Employee Stock Purchase Plan
On October 26, 2021, the Company’s board of directors adopted the ESPP, which was approved by stockholders at the 2022 annual meeting. Pursuant to the ESPP, employees may contribute up to 15% of their cash compensation during annual purchase periods for the purchase of Cousins’ common stock up to an annual maximum of $21,250 per employee. On each purchase period ending November 30, participants’ individual account balances are used to acquire shares of common stock at 85% of the lower of the Company’s closing price as of December 1 (the beginning of the purchase period) or November 30 (the end of the purchase period).
As of December 31, 2025, 2024, and 2023, 54, 66, and 43 employees, respectively, were enrolled in the plan. During the years ended December 31, 2025, 2024, and 2023, 16,491, 20,292, and 25,441 shares of common stock, respectively, were purchased under the ESPP. The total purchase date fair value of the shares purchased during 2025, 2024, and 2023 was $425,000, $644,000, and $522,000, respectively. Contributions for the purchase period ending November 30, 2025, 2024, and 2023 were $361,000, $379,000, and $444,000. As of December 31, 2025, the Company estimates future expense related to the open purchase period to be $88,000.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 5, 2026 | Showing above |
| 2024 | Feb 6, 2025 | |
| 2023 | Feb 7, 2024 | |
| 2022 | Feb 9, 2023 | |
| 2021 | Feb 3, 2022 | |
| 2020 | Feb 11, 2021 | |
| 2019 | Feb 5, 2020 | |
| 2015 | Feb 10, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.