8-K: Cousins Properties Appoints Susan L. Givens to Board, Lillian C. Giornelli to Retire

Cousins Properties announces the appointment of Susan L. Givens to its Board of Directors and the retirement of Lillian C. Giornelli, effective at the 2025 Annual Shareholder Meeting.

Summary

• Cousins Properties Incorporated (CUZ) announced the election of Susan L. Givens to its Board of Directors, effective April 1, 2025.
• Ms. Givens will serve as an independent director for a term expiring at the Company's 2025 Annual Shareholder Meeting.
• Lillian C. Giornelli will retire from the Board at the end of her elected term, which expires at the Company's 2025 Annual Shareholder Meeting, after serving since May 1999.
• The Board of Directors increased from nine to ten members to accommodate Ms. Givens' appointment and will decrease back to nine upon Ms. Giornelli's retirement.
• Ms. Givens has an extensive background in the real estate industry, including roles at Blackstone, New Senior Investment Group, and Fortress Investment Group.
• Ferguson Partners advised the Board on Ms. Givens' appointment.
• Ms. Givens will participate in the standard compensation program for non-employee directors, including prorated annual compensation for her partial initial term.

Sentiment

Score: 7

Explanation: The announcement is generally positive, highlighting the addition of an experienced director and expressing gratitude for the retiring director's service. There are no indications of significant negative impacts.

Positives

• The addition of Susan L. Givens brings extensive real estate experience to the Cousins Properties Board.
• Ms. Givens' background includes leadership roles at Blackstone and New Senior Investment Group.
• The appointment was advised by Ferguson Partners, a firm specializing in board and executive recruitment in the REIT industry.

Future Outlook

Following these changes, as of its 2025 Annual Shareholder Meeting, Cousins Board will again be comprised of nine directors.

Management Comments

• 'On behalf of the entire Board, we are deeply grateful for Lillian's service,' said Bob Chapman, non-executive Chairman of the Board of Cousins Properties.
• 'We are thrilled to welcome Susan to the Cousins Board of Directors,' said Bob Chapman.
• 'Susan has a great perspective and broad experience in the real estate sector with both public and private companies,' said Colin Connolly, President and Chief Executive Officer of Cousins Properties.
• 'Cousins is uniquely positioned in the office sector, and I look forward to supporting the company's continued growth,' said Susan Givens.

Industry Context

The appointment of Ms. Givens, with her extensive REIT and private equity background, aligns with the trend of REITs seeking experienced professionals to navigate the evolving real estate landscape. Her experience at Blackstone and New Senior Investment Group provides valuable insights into investment strategies and healthcare REIT operations, respectively.

Comparison to Industry Standards

• Cousins Properties' board composition and governance practices appear consistent with industry standards for publicly traded REITs.
• The appointment of an independent director like Ms. Givens aligns with NYSE corporate governance listing standards.
• Comparable companies like Boston Properties (BXP) and Kilroy Realty (KRC) also maintain boards with diverse expertise and independent directors.
• The use of a specialized recruitment firm like Ferguson Partners is a common practice for REITs seeking qualified board members.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders may view the board changes positively, given the experience Ms. Givens brings to the company.
• Employees may experience no direct impact from these changes.
• The changes are unlikely to significantly affect customers, suppliers, or creditors.

Next Steps

• The Board will consider appointment of Ms. Givens to one or more Board committees at its next regularly scheduled meeting.
• The Board has approved the decrease of the number of directors of the Company from ten to nine, effective as of the Company's 2025 Annual Meeting of Stockholders.

Key Dates