UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Cousins Properties Incorporated
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
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2024	PROXY STATEMENT
	and Notice of Annual Meeting of Stockholders

1 COUSINS 2024 PROXY STATEMENT

Dear Stockholders,

2023 was a productive and successful year for Cousins. We advanced our Sun Belt lifestyle office strategy

while maintaining a best-in-class balance sheet. Throughout the year, we saw an increase in leasing activity

and the Company had strong financial results. As Cousins marked its 65th year, we are well-positioned for

growth.

STRATEGY

At Cousins, we have a simple and compelling strategy - build the preeminent Sun Belt office REIT. Importantly, this

strategy benefits from two powerful long-term trends: 1) the migration to the Sun Belt and 2) the Flight to Quality. With

these tailwinds at our back, the Company is positioned to thrive during all phases of the economic cycle.

As we execute our strategy, we remain mindful of our four key operating principles. First, assemble the premier lifestyle

office portfolio in dynamic markets like Atlanta, Austin, Tampa, Charlotte, Phoenix, Dallas, and Nashville. Second, remain

disciplined about capital allocation while focusing on investment opportunities where Cousins has a competitive

advantage. Third, maintain a fortress balance sheet. Lastly, leverage our strong local operating platforms while taking an

entrepreneurial approach in our high-growth markets.

At Cousins, our priority is to drive long-term earnings growth while maintaining a strong balance sheet. We have pursued

that goal over the last 12 years by aggressively executing our intentional strategy.

Some of the highlights of 2023 included:

•Leased approximately 1.7 million square feet with a 5.8% cash rent roll-up, with new and expansion leases

accounting for 52% of overall leasing activity during the year.

•Weighted average In-Place Gross Rent for the year was $46.95 per square feet, which is a 25% increase over

2019.

•Advanced the development and construction of Domain 9 in Austin and Neuhoff, our mixed-use development in

Nashville, for a total of approximately 1.3 million square feet.

•Sold a 10.4-acre land parcel outside Atlanta for a gross sales price of $4.25 million and recorded a gain of

$507,000.

•Had multiple important leasing wins, including a full floor expansion of Apache's long-term headquarters lease at

BriarLake Plaza in Houston, a long-term lease with Deloitte for 95,000 square feet at Promenade Tower in

Atlanta, and a 100,000 square foot lease with Amazon at Domain 8.

Cousins is well-positioned for an eventual turn in the economic cycle. As we look across the Sun Belt, we continue to see

firsthand that our trophy, lifestyle office portfolio provides our customers with a superior experience. As the return to

work accelerates, our properties are set to outperform.

CORPORATE RESPONSIBILITY

Our corporate responsibility initiatives are at the foundation of what we do and how we operate our business. They are

rooted in a commitment to contributing positive economic, environmental, and social outcomes for our customers,

stockholders, employees, and the communities in which we live and work.

LETTER FROM OUR CEO

March 14, 2024

LETTER FROM OUR CEO 2

In 2023, we published our fifth Corporate Responsibility report. I am pleased we continued to make progress on our

sustainability goals, as we made our company more energy efficient this past year.  As outlined in that report, our overall

strategy is to create and maintain a resilient portfolio of high-quality office buildings, while also minimizing operational

costs and the potential external impacts on the environment.

We also seek to make a positive social impact in our workplace and in our communities through philanthropy,

volunteerism, and promoting diversity and inclusion. Through a combination of financial support and lending our

expertise and time with industry and nonprofit organizations, we encourage good corporate citizenship. Throughout

2023, our employees were actively engaged in Company-wide initiatives that delivered value and positively impacted

the communities we serve, from volunteer initiatives to internship programs to career days, to name a few.

LOOKING AHEAD

As we enter into 2024, we are in an advantageous position. We are in the right Sun Belt markets. We own a trophy

lifestyle portfolio with modest near-term lease expirations. While the disruptions from the COVID-19 pandemic and the

impact of higher interest rates have been setbacks, our strategy has proved resilient. We have a fortress balance sheet

with minimal near-term debt maturities, and we have a well-covered dividend. Over the long term, Cousins is uniquely

well-positioned.

Thank you to our team and our dedicated Board of Directors, who serve our customers and our stockholders with their

strategic vision, skills, and experience. It is an honor to lead Cousins and I appreciate your guidance and confidence

throughout the years.

	President and Chief Executive Officer

LETTER FROM OUR CEO

March 14, 2024

3 COUSINS 2024 PROXY STATEMENT

The 2024 Annual Meeting of Stockholders of Cousins Properties Incorporated will be held:

Date	Time	Location
Tuesday, April 23, 2024	12:00 PM Local Time	3344 Peachtree Road, Suite 1800                Atlanta, Georgia 30326

	Proposal	For More Information	Board Recommendation
Proposal 1	Election of nine nominees named in the proxy statement as Directors, each for a term of one year.	Page 24	For each nominee
Proposal 2	Consideration of an advisory vote to approve executive compensation.	Page 91	For approval
Proposal 3	Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024.	Page 92	For ratification

Stockholders of record of Cousins common stock (NYSE: CUZ) at the close of business on February 26, 2024 are entitled

to vote at the meeting and any postponements or adjournments of the meeting.

YOUR VOTE IS IMPORTANT

Please vote as promptly as possible by using any of the following methods:

SCAN	PHONE	MAIL	AT ANNUAL MEETING
You can scan this QR code to vote with your mobile phone. You will need the 16-digit number included in your proxy card, voter instruction form, or notice.	Call 1-800-690-6903 or the number on your voter instruction form. You will need the 16-digit number included in your proxy card, voter instruction form, or notice.	Send your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.	See next page regarding in- person attendance at the Meeting.

NOTICE OF 2024 ANNUAL MEETING

OF STOCKHOLDERS

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS 4

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 23, 2024:

The proxy statement and 2023 Annual Report are available at www.proxyvote.com.

ATTENDANCE AT THE MEETING

To attend the meeting, you must be a stockholder on the record date. You will be able to attend the Annual Meeting as

well as vote during the meeting in person.

Participation in the meeting may be limited due to the physical capacity of the host location, in which case access to the

meeting will be accepted on a first come, first served basis. Physical entry to the meeting will begin at 11:30 a.m. local

time, and the meeting will begin promptly at 12:00 p.m. local time.

We encourage stockholder participation in our Annual Meeting, which we have designed to promote stockholder

engagement. Stockholders will be permitted to ask questions on the ballot items during the meeting and on other

subjects during a question and answer session that will begin at the conclusion of the meeting. Stockholders will be able

to review the Rules of Conduct for the meeting upon physical entry to the Annual Meeting.

By Order of the Board of Directors.

Pamela F. Roper

Corporate Secretary, Atlanta, Georgia

March 14, 2024

Cousins Properties Incorporated (3344 Peachtree Road NE, Suite 1800, Atlanta, Georgia 30326) is providing you with this proxy

statement relating to its 2024 Annual Meeting of Stockholders. We began mailing a notice on March 14, 2024 containing instructions

on how to access this proxy statement and our annual report online, and we also began mailing a full set of the proxy materials to

stockholders who had previously requested delivery of the materials in paper copy. References to “the Company”, “Cousins” or

“our” in this proxy statement refer to Cousins Properties Incorporated and, as applicable, its consolidated subsidiaries.

5 COUSINS 2024 PROXY STATEMENT

07	PROXY SUMMARY
18	GENERAL INFORMATION
24	PROPOSAL 1 - ELECTION OF DIRECTORS
	28	Meetings of the Board of Directors and Director Attendance at Annual Meetings
	28	Director Independence
	29	Board Leadership Structure
	29	Executive Sessions of Independent Directors
	30	Committees of the Board of Directors
	33	Corporate Governance
	34	Board’s Role in Risk Oversight
	36	Board’s Role in Corporate Strategy
	37	Majority Voting for Directors and Director Resignation Policy
	37	Selection of Nominees for Director
	39	Management Succession Planning
	39	Board Refreshment and Board Succession Planning
	39	Board and Committee Evaluation Process
	40	Hedging, Pledging, and Insider Trading Policy
	40	Stockholder Engagement and Outreach
	41	Sustainability & Corporate Responsibility
45	EXECUTIVE COMPENSATION
	45	Compensation Discussion & Analysis
	45	Executive Summary
	48	Compensation Practices
	50	Say-on-Pay Results
	50	Compensation Philosophy and Competitive Positioning
	50	Compensation Review Process
	51	Role of Management and Compensation Consultants
	52	Components of Compensation
		53	Base Salary
		53	Annual Incentive Cash Award
		60	Long-Term Incentive Equity Awards
		62	LTI Grant Practices
		65	Other Compensation Items
	67	Benefits and Perquisites
	67	Incentive-Based Compensation Recoupment or “Clawback” Policy
		68	Stock Ownership Guidelines and Stock Holding Period

	70	Severance Policy, Retirement, and Change in Control Agreements
	71	Tax Implications of Executive Compensation
	71	Assessment of Compensation-Related Risks
	72	Committee Report on Compensation
73	SUMMARY COMPENSATION TABLE FOR 2023
75	GRANT OF PLAN-BASED AWARDS IN 2023
77	OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
78	STOCK VESTED IN 2023
79	POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT, OR CHANGE IN CONTROL
83	PAY VS PERFORMANCE
86	CEO PAY RATIO
88	DIRECTOR COMPENSATION
	89	2023 Compensation of Directors
90	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
90	EQUITY COMPENSATION PLAN INFORMATION
91	PROPOSAL 2    ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
92	PROPOSAL 3  RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	92	Summary of Fees to Independent Registered Public Accounting Firm
94	REPORT OF THE AUDIT COMMITTEE
95	CERTAIN TRANSACTIONS
95	SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
95	FINANCIAL STATEMENTS
96	STOCKHOLDERS PROPOSALS FOR 2025 ANNUAL MEETING OF STOCKHOLDERS
96	EXPENSES OF SOLICITATION
96	INFORMATION ABOUT VOTING AND THE MEETING
98	STOCK OWNERSHIP
100	APPENDIX A

TABLE OF CONTENTS

TABLE OF CONTENTS 6

BUSINESS HIGHLIGHTS

Cousins is a fully integrated, self-administered, and self-managed real estate investment trust, based in Atlanta, Georgia.

Founded in 1958 by Tom Cousins, we have extensive expertise in the development, acquisition, leasing, and property

management of Class A office towers.

When it comes to strategy, Cousins keeps it simple:

•assemble the premier portfolio of trophy, lifestyle office assets in high-growth Sun Belt markets,

•maintain a disciplined approach to capital allocation, while focusing on investment opportunities where Cousins

has a competitive advantage,

•maintain our fortress balance sheet, and

•leverage our strong local operating platforms, while taking  an entrepreneurial approach in our high-growth

markets.

At the end of December 2023, Cousins managed a 19 million square foot trophy office portfolio primarily in the

high-growth markets of Atlanta, Austin, Tampa, Charlotte, Phoenix, Dallas, and Nashville.

2023 HIGHLIGHTS
	•	Leased or renewed 1.7 million square feet of office space, including 882,000 square feet of new and expansion space
	•	Grew in-place gross rents per square foot 4.6% year over year.
	•	Maintained a simple and strong balance sheet, with $821 million of liquidity as of December 31, 2023.
	•	Increased second generation net rent per square foot by 5.8% on a cash-basis.
	•	Entered into a floating-to-fixed interest rate swap on $200 million of our $400 million Term Loan, fixing the underlying SOFR at 4.298% through the original maturity.
	•	Refinanced the mortgage loan for our Medical Offices at Emory Hospital property in Atlanta, Georgia, which is owned in a 50-50 joint venture. This $83.0 million interest-only mortgage loan has a fixed interest rate of 4.80% and matures in June 2032.
	•	Sold a 10.4 acre land parcel in Atlanta, Georgia, for a gross price of $4.25 million, recording a gain of $507,000.
	•	Stable and experienced leadership team, with more than 20 years of average tenure in the real estate industry and 13 years at Cousins.

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not

contain all of the information that you should consider, and you should read the entire proxy statement

carefully before voting.

7 COUSINS 2024 PROXY STATEMENT

COMPENSATION HIGHLIGHTS

The Compensation, Succession, Nominating & Governance Committee, as the predecessor to the Compensation &

Human Capital Committee (the “Compensation Committee”) approved the 2023 compensation arrangements for our

named executive officers (“NEOs”). Below are highlights of our 2023 compensation arrangements for our NEOs from the

Compensation Discussion & Analysis (the “CD&A”) section of this proxy statement:

• No Structural Changes to our Executive Compensation

• In 2023, total CEO target compensation was 88% “at risk” or “performance based” compensation. Only base

salary is a fixed amount. The other components are based on performance and/or stock price.

• Long-term equity awards were granted to our NEOs using a mix of 42% market-conditioned restricted stock

units (“RSUs”), 18% performance-conditioned RSUs, and 40% time-vested restricted stock. The market-

conditioned RSUs (“Market RSUs”) are earned only upon meeting market performance goals relating to total

stockholder return (relative to a peer group comprised of the members of the FTSE Nareit Equity Office Index)

(“TSR”), and the performance-conditioned RSUs (“Performance RSUs”) are earned only upon meeting Company

performance goals relating to aggregate Funds From Operations (“FFO”) each over a three-year period from

2023 through 2025. The time-vested restricted stock vests ratably over a three-year service requirement, and

the Market RSUs and Performance RSUs cliff vest only if the performance conditions and service requirement

are satisfied.

• The Compensation Committee, at its February 2023 meeting, discussed potential performance goals for the

2023 annual incentive cash award, including the components and relative weighting. As part of this review and

discussion, the Compensation Committee considered the Company’s financial and non-financial initiatives and

objectives. The Compensation Committee also included non-financial corporate responsibility metrics within

our annual incentive goals, with four separate goals covering environmental indicators (building certifications

and third-party assessments), social indicators (healthy company culture, as indicated by third-party

assessments), and governance indicators (third-party assessments). In aggregate, these goals represented 10%

of the 2023 annual incentive compensation goals.

PROXY SUMMARY 8

At risk:

88%

9 COUSINS 2024 PROXY STATEMENT

CORPORATE RESPONSIBILITY HIGHLIGHTS

Since 1958, Cousins has recognized that a commitment to thoughtful and responsible operations, with a sustainable model that values corporate social responsibility, creates meaningful value for all stakeholders. In 2023, we issued our fifth Corporate Responsibility report. Our Corporate Responsibility initiatives are at the foundation of what we do and how we operate our business. Cousins is committed to developing and acquiring high-quality, lifestyle assets, operating them responsibly, and seizing innovative improvements wherever possible.

40	94%	38	25
LEED® Certified Buildings	ENERGY STAR Certification	BOMA 360 Certified Buildings	Fitwel® Certified Buildings

CONTINUED PURSUIT OF HEALTHY BUILDINGS CERTIFICATIONS •In 2023, 10 of the Company’s buildings were awarded Fitwel® certifications, two (Spring & 8th in Atlanta, GA and 100 Mill in Tempe, AZ) of which earned the first two-star designation in the portfolio, bringing our portfolio total to 25 certifications, representing 42% of our portfolio (by number of buildings). Fitwel uses scorecards that include more than 55 evidence-based design and operational strategies to enhance buildings by addressing a broad range of health behaviors and risks, including impact on surrounding community health, increasing physical activity, promotion of occupant safety, and instilling feelings of well-being. •These certifications were in addition to the Fitwel Viral Response Module (“VRM”) certifications. At the end of 2023, buildings representing 91% of our Fitwel VRM eligible square footage, maintained this certification, based on a multi-faceted approach to mitigate the spread of contagious disease.

PROXY SUMMARY 10

We are also committed to fostering an inclusive culture that embraces diversity. We prioritize having a workforce that

reflects the diversity of qualified talent in the markets in which we operate.

KEY DIVERSITY HIGHLIGHTS

33% Female	Gender and Racially Diverse Board of Directors	33% of our Board are women, including the Chair of our Audit Committee. In addition, minorities represent 11% of our Board.
33% Female	Gender Diverse Executive Management Team	We have many women in key leadership roles, including the EVP & General Counsel and the EVP & Chief Investment Office. 33% of our executive management team are women.
44% Female	Gender Diverse Supervisors	As of December 31, 2023, 44% of the supervisors at the Company were women.
5+ Years of Tenure	Long Average Employee Tenure	As of December 31, 2023, the average tenure for all 305 employees was more than five years, and the average tenure of the executive team was 13 years.
39% Female	Gender Diverse Workforce	As of December 31, 2023, women represented 39% of our workforce.
44% Minority	Racially Diverse Workforce	As of December 31, 2023, minorities represented 44% of our workforce. In addition, 25% of our supervisors self-identify as a minority.

DIVERSITY

Officer Promotions

With respect to the officer promotions

which occurred over the past three

years, 22% of the individuals receiving

those promotions were minorities and

56% were women.

Cousins Scholars

The program introduces students

from an Atlanta high school (which is

predominately comprised of under-

represented minority students) to the

commercial real estate industry, and it

is a complement to our traditional

efforts of intern hiring. In 2023, the

program concluded its third year

welcoming two interns, and we again

conducted a “Cousins Day,” a day-

long program to introduce high

school seniors to Cousins and the

commercial real estate industry.

11 COUSINS 2024 PROXY STATEMENT

EMPLOYEE ENGAGEMENT
	2023 Top Workplaces Winner
	By the Atlanta Journal-Constitution and Top Workplaces USA.  In 2023, we were recognized for excellence in the following areas: employee appreciation, leadership, innovation, purpose and values, compensation and benefits, employee well- being, professional development, and work-life flexibility.
	Training
	Extensive training, including 1,590 hours of online safety and human resource training courses for our building engineers.
	Culture Club
	Includes employees from all divisions of our corporate headquarters with a focus on work-day events to encourage engagement and belonging throughout the Company.
PHILANTHROPY
	Community Contributions
	Community involvement is one of Cousins’ core values. In 2023, Cousins focused its philanthropy around five areas: diversity in real estate, education, affordable housing, community spaces, and parks.
	CuzWeCare Week
	In 2023, Cousins continued its CuzWeCare Week, a philanthropic program supporting in-person volunteer activities and community involvement among our employees. Teams across the company supported over 8 non-profit organizations with a day of volunteerism and raised $61,000 in financial support.

PROXY SUMMARY 12

GOVERNANCE HIGHLIGHTS

We also recognize the importance of best in class governance practices. Below are some highlights of our practices:

		FOR MORE INFORMATION
	Diverse Board of Directors and commitment to diversity	Pages 11 and 43
	Independent Chair of the Board	Page 28
	Annual election of all Directors	Page 16
	Majority voting standard for Director elections	Page 37
	No shareholder rights plan or “poison pill”	Page 34
	Compensation clawback policy	Page 67
	Policy against tax “gross-ups” for executives	Page 71
	Robust share ownership requirements	Page 68
	Holding periods for executive and director stock awards	Page 68
	Cap on incentive award payouts	Page 57
	Year-round shareholder engagement	Page 40
	Anti-hedging and anti-pledging policies	Page 40

13 COUSINS 2024 PROXY STATEMENT

Robust Annual Board Evaluation	Hiring Policies	Vendor Code of Conduct	Corporate Governance Guidelines
	Diversity is valued in all hiring, with our external director and officer recruiters expected to provide a diverse panel of strong candidates.
The Board engaged in a robust self-evaluation in 2023.
		Cousins has a Vendor Code of Conduct, which is aligned with our Company’s  Code of Business Conduct and Ethics.	Stock Holding: Directors are required to have 5x annual cash retainer. Gender Neutrality: Governance documents use gender neutral language.
Comprehensive Mandatory Training	Comprehensive mandatory training includes the following topics: antitrust, fair dealing, record keeping, diversity, respectful workplace, health and safety, asset protection, confidential information, and data privacy. All employees participate in annual training on Cousins’ Code of Conduct, Entertainment and Gifts, and Anti-Harassment Policies, along with more frequent training on cybersecurity.

PROXY SUMMARY 14

2024 ANNUAL MEETING INFORMATION

Date and Time	Location
APRIL 23, 2024	IN PERSON
12:00 P.M.	3344 PEACHTREE ROAD, SUITE 1800
LOCAL TIME	ATLANTA, GEORGIA 30326
Record Date	Voting
February 26,	Holders of our common stock are entitled to one vote per share.
2024

VOTING MATTERS AND BOARD RECOMMENDATIONS

	Proposal	For More Information	Board Recommendation
Proposal 1	Election of nine nominees named in the proxy statement as Directors, each for a term of one year.	Page 24	For each nominee
Proposal 2	Consideration of an advisory vote to approve executive compensation.	Page 91	For approval
Proposal 3	Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024.	Page 92	For ratification

15 COUSINS 2024 PROXY STATEMENT

ELECTION OF DIRECTORS

The Board of Directors (the “Board”) of Cousins Properties Incorporated (“we,” “our,” “us,” the “Company,” or

“Cousins”) is asking you to elect nine directors (the “Directors”). The table below provides summary information about

the nine Director nominees. All of the nominees currently serve on the Board. Our Bylaws provide for majority voting in

uncontested Director elections. Therefore, a nominee will only be elected if the number of votes cast for the nominee’s

election is greater than the number of votes cast against that nominee.

For more information about the nominees, including information about the qualifications, attributes, and skills of the

nominees, see page 24.

					Board Committees
	Name	Age	Director Since	Primary Occupation	Audit	Compensation & Human Capital	Nominating/ Governance	Sustainability	Executive
	Charles T. Cannada	65	2016	Private Investor
	Robert M. Chapman	70	2015	Chair of the Board of Cousins; Chief Executive Officer of CenterPoint Properties Trust
	M. Colin Connolly	47	2019	President and Chief Executive Officer of Cousins
	Scott W. Fordham	56	2019	Former Chief Executive Officer of TIER REIT, Inc.
	Lillian C. Giornelli	63	1999	Chairman, Chief Executive Officer and Trustee of The Cousins Foundation, Inc.
	R. Kent Griffin Jr.	54	2019	Managing Director of  PHICAS Investors
	Donna W. Hyland	63	2014	President and Chief Executive Officer of Children’s Healthcare of Atlanta
	Dionne Nelson	52	2021	Chief Executive Officer of Laurel Street
	R. Dary Stone	70	2018	President and Chief Executive Officer of R.D. Stone Interests

= Committee member

= Committee Chair *If re-elected, Mr. Fordham’s membership on the Audit Committee would commence on June 20, 2024.

PROXY SUMMARY 16

*

ADDITIONAL PROPOSALS

SAY-ON-PAY RESULTS

At our 2023 annual meeting, stockholders approved our say-on-pay vote with approval by 86.2% of votes cast.

For more information, see page 50.

APPROVE EXECUTIVE COMPENSATION

The Board is asking you to approve executive compensation for our NEOs for 2023 on an advisory basis. Pay that reflects

performance and alignment of pay with the long-term interests of our stockholders are key principles that underlie our

compensation program. Stockholders have the opportunity to vote, on an advisory basis, on the compensation of our

executive officers. This agenda item is often referred to as a say-on-pay, and it provides you the opportunity to cast a

vote with respect to our 2023 executive compensation programs and policies and the compensation paid to the NEOs

as disclosed in this proxy statement.

For more information, see page 91.

RATIFY THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board is asking you to ratify the selection of Deloitte & Touche LLP (“Deloitte”) as our independent registered

public accounting firm for the year ending December 31, 2024.

For more information, see page 92.

17 COUSINS 2024 PROXY STATEMENT

WHY IS THIS PROXY STATEMENT BEING MADE AVAILABLE?

Our Board of Directors has made this proxy statement available to you because you owned shares of our common stock

at the close of business on February 26, 2024, and our Board of Directors is soliciting your proxy to vote your shares at

the Annual Meeting. This proxy statement describes issues on which we would like you to vote at our Annual Meeting. It

also gives you information on these issues so that you can make an informed decision, in accordance with the rules of the

Securities and Exchange Commission (“SEC”), and is designed to assist you in voting.

WHAT IS A PROXY?

A proxy enables a shareholder to vote without physically attending the meeting. Technically, it is your legal designation

of another person to vote the stock you own. That other person is called a proxy. The written document in which you

designate that person is called a proxy or a proxy card. Two of our Directors have been designated as proxies for the

2024 Annual Meeting of Stockholders. These Directors are M. Colin Connolly and Robert M. Chapman.

WHY DID I RECEIVE A NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS IN THE MAIL

INSTEAD OF A PRINTED SET OF PROXY MATERIALS?

Pursuant to rules adopted by the SEC, we are permitted to furnish our proxy materials over the internet to our

stockholders by delivering a Notice of Internet Availability of Proxy Materials in the mail. The Notice of Internet

Availability of Proxy Materials instructs you on how to access and review the proxy statement and 2023 Annual Report to

Stockholders over the internet. The Notice of Internet Availability of Proxy Materials also instructs you on how you may

submit your proxy over the internet at www.proxyvote.com. We believe that this e-proxy process expedites shareholders’

receipt of proxy materials, while also lowering our costs and reducing the environmental impact of our annual meeting.

We have used this e-proxy process to furnish proxy materials to certain of our stockholders over the internet.

If you received a Notice of Internet Availability of Proxy Materials in the mail and would like to receive a printed copy of

our proxy materials, you should follow the instructions for requesting these materials provided in the Notice of Internet

Availability of Proxy Materials.

If you received a paper copy of this proxy statement by mail and you wish to receive a notice of availability of next year’s

proxy statement electronically via e-mail, you can elect to receive an e-mail message that will provide a link to these

documents. By opting to receive the notice of availability and accessing your proxy materials online, you will save the

Company the cost of producing and mailing documents to you, reduce the amount of mail you receive, and help

preserve environmental resources. To sign up for electronic delivery, please follow the instructions on the Notice of

Internet Availability of Proxy Materials, using the Internet and, when prompted, indicate that you agree to receive or

access materials electronically in future years.

WHO IS ENTITLED TO VOTE?

Holders of our common stock at the close of business on

February 26, 2024 are entitled to receive notice of the meeting

and to vote at the meeting and any postponements or

adjournments of the meeting. February 26, 2024 is referred to

as the record date.

TO HOW MANY VOTES IS EACH SHARE OF COMMON

STOCK ENTITLED?

Holders of our common stock are entitled to one vote per share.

GENERAL INFORMATION

GENERAL INFORMATION 18

WHAT IS THE DIFFERENCE BETWEEN A STOCKHOLDER OF RECORD AND A STOCKHOLDER

WHO HOLDS COMMON STOCK IN “STREET NAME?”

If your shares of common stock are registered in your name, you are a stockholder of record. If your shares are in the

name of your broker or bank, your shares are held in “street name.”

HOW DO I VOTE?

Common stockholders of record may vote:

•via the Proxy Vote Mobile App, which is available for download through the Apple App Store or Google Play

Store;

•over the internet at www.proxyvote.com, as noted in the Notice of Internet Availability of Proxy Materials or your

proxy card (if you received a proxy card);

•by telephone at 1-800-690-6903, as shown on your proxy card (if you received a proxy card);

•by signing and dating your proxy card (if you received a proxy card) and mailing it in the postage-paid and

addressed envelope enclosed therewith to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY

11717; or

•by attending the Annual Meeting and voting in person.

If you have internet access, we encourage you to vote via the internet. It is convenient, more environmentally friendly,

and saves us significant postage and processing costs. In addition, when you vote by proxy via the internet or by phone

prior to the meeting date, your proxy vote is recorded immediately and there is no risk that postal delays will cause your

proxy vote to arrive late and, therefore, not be counted.

If you hold your shares of common stock through a broker or bank, please refer to the instructions they provide

regarding how to vote your shares or to revoke your voting instructions. The availability of telephone and internet voting

depends on the process of the broker, bank, or other nominee. Street name holders may vote in person only if they have

a legal proxy to vote their shares as described above (see "What is a Proxy").

If voting by mobile app, internet, telephone or mail, your vote must be received not later than April 22, 2024.

WHAT IF I CHANGE MY MIND AFTER I RETURN MY PROXY?

You may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. You may do

this by:

•sending written notice of revocation to our Corporate Secretary at 3344 Peachtree Road NE, Suite 1800, Atlanta,

Georgia 30326-4802;

•submitting a subsequent proxy via mobile app, internet, or telephone or executing a new proxy card with a later

date; or

•voting in person at the Annual Meeting.

Written notice of revocation or submission of a subsequent proxy must be received not later than April 22, 2024 to be

valid. Attendance at the meeting will not by itself revoke a proxy; revocation of a proxy during attendance at the Annual

Meeting must occur prior to the close of balloting.

19 COUSINS 2024 PROXY STATEMENT

ON WHAT ITEMS AM I VOTING?

You are being asked to vote on three items:

•to elect nine Directors nominated by the Board of Directors;

•to approve, on an advisory basis, the compensation of the Named Executive Officers as disclosed in this proxy

statement; and

•to ratify the appointment of Deloitte as our independent registered public accounting firm for the year ending

December 31, 2024.

No cumulative voting rights are authorized, and dissenters’ rights are not applicable to these matters.

HOW MAY I VOTE FOR THE NOMINEES FOR ELECTION OF DIRECTORS, AND HOW MANY VOTES MUST

THE NOMINEES RECEIVE TO BE ELECTED?

With respect to the election of Directors, you may:

•vote FOR the nine nominees for Director;

•vote AGAINST the nine nominees for Director;

•vote FOR certain of the nominees for Director and vote AGAINST the remaining nominees; or

•ABSTAIN from voting on one or more of the nominees for Director.

Our Bylaws provide for majority voting in uncontested Director elections. Under the majority voting standard, Directors

are elected by a majority of the votes cast, which means that the number of shares voted for a Director must exceed the

number of shares voted against that Director. Abstentions are not considered votes cast for or against the nominee

under a majority voting standard, and abstentions and broker non-votes will have no effect on the outcome of the vote.

WHAT HAPPENS IF A NOMINEE IS UNABLE TO STAND FOR ELECTION?

If a nominee is unable to stand for election, the Board may, by resolution, provide for a lesser number of Directors or

designate a substitute nominee. If the Board designates a substitute nominee, shares represented by proxies voted for

the nominee unable to stand for election will be voted for the substitute nominee. In no event may proxies be voted for

more than nine Directors at the Annual Meeting.

HOW MAY I VOTE ON THE PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION

OF THE NAMED EXECUTIVE OFFICERS FOR 2023 AS DISCLOSED IN THIS PROXY STATEMENT, AND

HOW MANY VOTES MUST THE PROPOSAL RECEIVE TO PASS?

With respect to this proposal, you may:

•vote FOR the proposal;

•vote AGAINST the proposal; or

•ABSTAIN from voting on the proposal.

The proposal is approved if the votes cast favoring the proposal exceed the votes cast opposing the proposal.

Abstentions and broker non-votes will have no effect on the outcome of the vote.

GENERAL INFORMATION 20

HOW MAY I VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024, AND HOW MANY VOTES MUST THE PROPOSAL

RECEIVE TO PASS?

With respect to the proposal to ratify the independent registered public accounting firm, you may:

•vote FOR the proposal;

•vote AGAINST the proposal; or

•ABSTAIN from voting on the proposal.

The proposal is approved if the votes cast favoring the proposal exceed the votes cast opposing the proposal.

Abstentions and broker non-votes will have no effect on the outcome of the vote.

HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE?

The Board recommends a vote:

•FOR the nine Director nominees;

•FOR the approval, on an advisory basis, of executive compensation; and

•FOR the ratification of the appointment of the independent registered public accounting firm for 2024.

WHAT HAPPENS IF I SIGN AND RETURN MY PROXY CARD BUT DO NOT PROVIDE VOTING

INSTRUCTIONS?

If you return a signed proxy card but do not provide voting instructions, your shares of common stock will be voted:

•FOR the nine Director nominees;

•FOR the approval, on an advisory basis, of executive compensation; and

•FOR the ratification of the appointment of the independent registered public accounting firm for 2024.

I HAVE RECEIVED MY PROXY CARD, BUT I HAVE NOT YET VOTED. WILL I BE ALLOWED TO ATTEND

THE ANNUAL MEETING?

Yes. All shareholders as of the Record Date may attend the Annual Meeting. Please bring two (2) valid forms of

identification and your proxy card when attending. In addition to registering for the meeting, beneficial holders that wish

to vote at the meeting must obtain a legal proxy from their bank, broker, or other nominee prior to the meeting. You will

need to have an electronic image (such as a PDF file or scan) of the legal proxy with you if you are voting at the meeting. 

21 COUSINS 2024 PROXY STATEMENT

WILL MY SHARES BE VOTED IF I DO NOT SIGN AND RETURN MY PROXY CARD, VOTE BY PHONE OR

VOTE OVER THE INTERNET?

If you are a common stockholder and you do not sign and return your proxy card, vote by phone, vote over the internet,

or attend the Annual Meeting and vote in person, your shares will not be voted and will not count in deciding the

matters presented for stockholder consideration in this proxy statement.

If your shares of common stock are held in “street name” through a broker or bank and you do not provide voting

instructions before the Annual Meeting, your broker or bank may vote your shares on your behalf under certain limited

circumstances, in accordance with New York Stock Exchange (“NYSE”) rules that govern the banks and brokers. These

circumstances include voting your shares on “routine matters,” including the ratification of the appointment of our

independent registered public accounting firm described in this proxy statement. Therefore, with respect to this

proposal, if you do not vote your shares, your bank or broker may vote your shares on your behalf or leave your shares

unvoted.

The remaining proposals — the election of Directors and the advisory vote on executive compensation — are not

considered routine matters under NYSE rules relating to voting by banks and brokers. When a proposal is not a routine

matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect

to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a “broker non-vote.” Broker

non-votes that are represented at the Annual Meeting will be counted for purposes of establishing a quorum, but not for

determining the number of shares voted for or against the non-routine matter.

We encourage you to provide instructions to your bank or brokerage firm by voting your proxy. This action ensures your

shares will be voted at the meeting in accordance with your wishes.

HOW MANY VOTES DO YOU NEED TO HOLD THE ANNUAL MEETING?

Shares of our common stock are counted as present at the Annual Meeting if the stockholder either attends in person at

the Annual Meeting or properly submitted a proxy. As of the record date, 152,074,726 shares of our common stock were

outstanding and are entitled to vote at the Annual Meeting. Holders of a majority of the outstanding shares entitled to

vote as of the record date, as to each proposal, must be represented at the Annual Meeting either by attending in

person or by proxy in order to hold the Annual Meeting and conduct business. This is called a quorum. Abstentions and

broker non-votes will be counted for purposes of establishing a quorum at the meeting.

IF I SHARE MY RESIDENCE WITH ANOTHER STOCKHOLDER, HOW MANY COPIES OF THE NOTICE OF 

INTERNET AVAILABILITY OF PROXY MATERIALS OR OF THE PRINTED PROXY MATERIALS WILL I

RECEIVE?

In accordance with SEC rules, we are sending only a single Notice of Internet Availability of Proxy Materials or set of the

printed proxy materials to any household at which two or more stockholders reside if they share the same last name or

we reasonably believe they are members of the same family, unless we have received instructions to the contrary from

any stockholder at that address. This practice, known as “householding,” reduces the volume of duplicate information

received at your household and helps us reduce costs.

Each stockholder subject to householding that requests printed proxy materials will receive a separate proxy card or

voting instruction card. We will deliver promptly, upon written request, a separate copy of the annual report or proxy

statement, as applicable, to a stockholder at a shared address to which a single copy of the document was previously

delivered. If you received a single set of these documents for this year, but you would prefer to receive your own copy,

you may direct requests for separate copies to our Transfer Agent through their Shareholder Central portal at

www.equiniti.com or at the following address:  EQ, Attn: Shareholder Services, 55 Challenger Rd Suite 2008, 2nd Floor,

GENERAL INFORMATION 22

Ridgefield Park, New Jersey 07660, or you may call (800) 937-5449 (within the U.S.) or (718) 921-8124 (outside of the

U.S.) or email HelpAST@equiniti.com.

If you are a stockholder who receives multiple copies of our proxy materials, you may request householding by

contacting us in the same manner and requesting a householding consent form.

WHAT IF I CONSENT TO HAVE ONE SET OF MATERIALS MAILED NOW BUT CHANGE MY MIND LATER?

You may withdraw your householding consent at any time by contacting our Transfer Agent at the address, telephone

number, and/or email address provided above. We will begin sending separate copies of stockholder communications to

you within 30 days of receipt of your instruction.

THE REASON I RECEIVE MULTIPLE SETS OF MATERIALS IS BECAUSE SOME OF THE SHARES BELONG

TO MY CHILDREN. WHAT HAPPENS IF THEY MOVE OUT AND NO LONGER LIVE IN MY HOUSEHOLD?

When we receive notice of an address change for one of the members of the household, we will begin sending separate

copies of stockholder communications directly to the stockholder at his or her new address. You may notify us of a

change of address by contacting our Transfer Agent at the address, telephone number, and/or email address provided

above.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 23, 2024:

The proxy statement and annual report on Form 10-K for the year ended December 31, 2023 are available at

www.proxyvote.com. As permitted by SEC rules, to save money and help conserve natural resources, we are making

this proxy statement and our 2023 Annual Report, including a copy of our annual report on Form 10-K and financial

statements for the year ended December 31, 2023, available to our stockholders electronically via the Internet instead

of mailing them. On or about March 14, 2024, we began mailing to many of our stockholders a Notice of Internet

Availability of Proxy Materials (“Notice”) containing instructions on how to access this proxy statement and our annual

report online, as well as instructions on how to vote. Also on or about March 14, 2024, we began mailing printed

copies of these proxy materials to stockholders that have requested printed copies. If you received a Notice by mail,

you will not receive a printed copy of the proxy materials in the mail unless you request a copy. If you would like to

receive a printed copy of our proxy materials, you should follow the instructions for requesting the materials included

in the Notice.

23 COUSINS 2024 PROXY STATEMENT

The Board has nominated the nine individuals named below for election at the Annual Meeting. Our

Directors are elected annually to serve until the next Annual Meeting of Stockholders and until their

respective successors are elected.

Our longstanding practice has been to conduct annual elections of directors, with each director being elected for only

one-year terms. Each of the Director nominees are currently members of the Board and were elected by the stockholders

at the Annual Meeting in 2023. Each Director nominee has consented to serve as a Director if so elected at the Annual

Meeting.

Biographical information about our nominees for Director, including business experience for at least the past five years,

age, year he or she began serving as our Director, and other public companies for which he or she has served on the

board of directors for at least the past five years is provided below. In addition, the experience, qualifications, attributes,

and skills considered by our Nominating & Governance Committee (“Nominating Committee”) and the Board in

determining to nominate the Director are provided below.

☑	OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR
Nominee		Information About Nominee
		Charles T. Cannada
		Private investor and advisor with extensive background in the telecommunications industry. From 1989 to 2000, held various executive management positions at MCI (previously WorldCom and earlier LDDS Communications), including Chief Financial Officer from 1989 to 1994 and Senior Vice President in charge of Corporate Development and International Ventures and Alliances from 1995 to 2000. Chairman of the Board of Nanoventions, Inc. (a microstructure technology company) and Director for First Commercial Bank Inc. (Chairman of the Audit Committee and a member of the Investment/Asset Liability Management Committee). Trustee (and member of the Executive Committee) of Belhaven University. Member of the Audit and Investment Committees of the University of Mississippi’s Foundation Board. From 2010 until the merger of the Company with Parkway Properties, Inc. (“Parkway”) (formerly traded on the NYSE as “PKY”), Director of Parkway, and Chairman of the Board from December 2011 to December 2013. In deciding to nominate Mr. Cannada, the Nominating Committee and the Board considered his extensive experience in the areas of accounting, finance, mergers and acquisitions, capital markets, and governance of public companies has equipped him with distinct skills that are beneficial to the Company. As a successful entrepreneur and a board member in several non-public entities, he also brings a non-real estate perspective to the management and strategic planning areas of the Company.
•Director Since 2016 •Independent Director •Compensation Committee •Audit Committee ◦Financial Expert •Age 65
		There are no family relationships among our Directors or executive officers.

PROPOSAL 1 - ELECTION OF DIRECTORS

PROPOSAL 1 – ELECTION OF DIRECTORS 24

Nominee	Information About Nominee
	Robert M. Chapman
	Since 2013, Chief Executive Officer of CenterPoint Properties Trust, a company focused on the development, acquisition, and management of industrial property and transportation infrastructure. From August 1997 to November 2009, served in various positions with Duke Realty Corporation, including Chief Operating Officer from August 2007 to November 2009. From 1992 to 1997, served as Senior Vice President of RREEF Management Company. Since 2012, advisor to First Century Energy Holdings, Inc., and Director of Rock-Tenn Company from 2007 to 2015. In deciding to nominate Mr. Chapman, the Nominating Committee and the Board considered his broad managerial experience in real estate acquisitions and development, along with his track record of sound judgment and achievement, as demonstrated by his leadership positions as chief executive officer of a real estate company. In addition, his prior service as a director of another public company provides him perspective and broad experience on governance issues facing public companies.
•Director Since 2015 •Independent Director •Chair of the Board •Chair of Executive Committee •Age 70
	M. Colin Connolly
	Since January 2019, President and Chief Executive Officer of Cousins. From July 2017 to December 2018, President and Chief Operating Officer of Cousins. From July 2016 to July 2017, Executive Vice President and Chief Operating Officer of Cousins. From December 2015 to July 2016, Executive Vice President and Chief Investment Officer of Cousins. From May 2013 to December 2015, Senior Vice President and Chief Investment Officer of Cousins. In deciding to nominate Mr. Connolly, the Nominating Committee and the Board considered his position as our President and Chief Executive Officer, his experience in real estate investment and capital markets, and his track record of achievement and leadership as demonstrated during a more than 20-year career in the real estate industry.
•Director Since 2019 •President and CEO of Cousins •Sustainability Committee •Executive Committee •Age 47
	Scott W. Fordham
	Private investor with extensive background in the real estate industry. From 2014 until its merger with the Company, Chief Executive Officer and director for TIER. From 2013 to 2018, President of TIER. From 2008 to 2013, various roles within TIER’s predecessor company. Prior to joining TIER, various executive positions with real estate companies, including Prentiss Properties Trust and its successor, Brandywine Realty Trust, along with Apartment Investment and Management Company. In deciding to nominate Mr. Fordham, the Nominating Committee and the Board considered his over 25 years of experience in real estate investment and capital markets, including his demonstrated track record of sound judgment and achievement through his service as a chief executive officer of a publicly-traded REIT, along with his broad experience in the areas of accounting, finance, capital markets, and real estate operations. In addition, his prior service as director of publicly-traded real estate companies provides him perspective and broad experience on issues facing public companies.
•Director Since 2019 •Independent Director  •Chair of Sustainability Committee  •Audit Committee ◦Financial Expert (as of June 20, 2024) •Age 56
	There are no family relationships among our Directors or executive officers.

PROPOSAL 1 – ELECTION OF DIRECTORS

25 COUSINS 2024 PROXY STATEMENT

Nominee	Information About Nominee
	Lillian C. Giornelli
	Chairman and Chief Executive Officer of The Cousins Foundation, Inc. since 2000, and Trustee of The Cousins Foundation, Inc. since 1990, and current member of its Audit Committee. Since 2002, President and Director of CF Foundation, and member of its Audit Committee. President and Trustee of Nonami Foundation since 2006. Trustee of East Lake Foundation, Inc. In addition, Ms. Giornelli serves as a Trustee and member of the Investment Committee of the J.M. Tull Foundation. In deciding to nominate Ms. Giornelli, the Nominating Committee and the Board considered her significant knowledge about the real estate industry and our Company, along with her track record of sound judgment and achievement, as demonstrated by her leadership positions in a number of significant charitable foundations.
•Director Since 1999 •Independent Director •Nom / Gov Committee •Audit Committee •Age 63
	R. Kent Griffin, Jr.
	Since 2016, Managing Director of PHICAS Investors, providing investment and capital strategy advisory services to public and private companies. From 2008 to 2015, President and Chief Operating Officer of BioMed Realty. From 2006 to 2010, Chief Financial Officer of BioMed Realty. Previously, investment banker for J.P. Morgan and Raymond James and auditor and advisor for Arthur Andersen as part of their real estate services group. Director of Healthpeak Properties, a member of its Investment and Finance Committee and Chair of its Audit Committee. Member of the Board of Advisors for Pilot Mountain Ventures (investment funds). Director of Charleston Waterkeeper and board chair of the South Carolina Coastal Conservation League. Member of the board of advisors for the Leonard W. Wood Center for Real Estate Studies and Board of Visitors for the Wake Forest University School of Business. In deciding to nominate Mr. Griffin, the Nominating Committee and the Board considered his significant years of experience in real estate investment, mergers and acquisitions, and capital markets, including his demonstrated track record of sound judgment and achievement through his service as a president and chief operating officer of a publicly-traded REIT, along with his broad experience in the areas of accounting, finance, and real estate operations. In addition, his current and prior service as director of publicly-traded real estate companies provides him perspective and broad experience on issues facing public companies.
•Director Since 2019 •Independent Director •Chair of Compensation Committee •Nom / Gov Committee •Executive Committee •Age 54
	There are no family relationships among our Directors or executive officers.

PROPOSAL 1 – ELECTION OF DIRECTORS

PROPOSAL 1 – ELECTION OF DIRECTORS 26

Nominee	Information About Nominee
	Donna W. Hyland
	President and Chief Executive Officer of Children’s Healthcare of Atlanta since June 2008; Chief Operating Officer of Children’s Healthcare of Atlanta from January 2003 to May 2008; Chief Financial Officer of Children’s Healthcare of Atlanta from February 1998 to December 2002. Director of Genuine Parts Company and chair of its Compensation & Human Capital Committee. Director of the Advisory Boards of Truist Bank and Stone Mountain Industrial Park, Inc., a privately-held real estate company. In deciding to nominate Ms. Hyland, the Nominating Committee and Board considered her track record of sound judgment and achievement, as demonstrated by her leadership positions as chief executive officer, chief operating officer, and chief financial officer of a large, integrated health services organization and her leadership positions in a number of significant charitable organizations, as well as the skills and experience that qualify her as an audit committee financial expert. In addition, her service as a director of another public company provides her perspective and broad experience on governance issues facing public companies.
•Director Since 2014 •Independent Director •Compensation Committee •Chair of Audit Committee ◦Financial Expert •Executive Committee •Age 63
	Dionne Nelson
	President and Chief Executive Officer of Laurel Street Residential, a private mixed-income development company since 2011. From 2007 to 2011, Senior Vice President of Crosland. Previously, an Investment Manager at NewSchools Venture Fund and EARNEST Partners, and a consultant with McKinsey & Company. Director for the Federal Reserve Bank of Richmond — Charlotte Branch. Trustee of the Urban Land Institute (ULI). Member of the ULI’s Terwilliger Center for Housing National Advisory Board and the Low Income Investment Fund Board of Directors. Member of the Charlotte Executive Leadership Council, Real Estate Executive Council (REEC), Commercial Real Estate Women (CREW), and the Advisory Board of the University of North Carolina at Charlotte’s Childress Klein Center for Real Estate and Renaissance West Community Initiative. In deciding to nominate Ms. Nelson, the Nominating Committee and the Board considered her significant knowledge of the real estate industry, especially in North Carolina, and her track record of sound judgment and achievement, as demonstrated by her leadership positions in real estate, investment and banking institutions.
•Director Since 2021 •Independent Director •Audit Committee ◦Financial Expert •Sustainability Committee •Age 52
	R. Dary Stone
	President and Chief Executive Officer of R.D. Stone Interests. Director of Cousins from 2011 to 2016 and from 2001 to 2003. From February 2003 to March 2011, Vice Chariman of Cousins; from January 2002 to February 2003, President of Cousins’ Texas operations; from February 2001 to January 2002, President and Chief Operating Officer of Cousins. Director and Chair of Board of AIMCO (NYSE:AIV). Director of Tolleson Wealth Management, Inc., a privately-held wealth management firm, and Tolleson Private Bank (Chair of Audit Committee). Former regent of Baylor University (Chairman from June 2009 to June 2011). Former director of Hunt Companies, Inc., Parkway, Inc. (NYSE:PKY), and Lone Star Bank. Former chairman of the Banking Commission of Texas. In deciding to nominate Mr. Stone, the Nominating Committee and the Board considered his significant knowledge of the real estate industry, especially in Texas and the southeastern U.S., and his track record of sound judgment and achievement, as demonstrated by his leadership positions in investment and banking institutions and as demonstrated during his career with Cousins, including as Vice Chairman and Director.
•Director Since 2018 •Independent Director •Chair of Nom / Gov Committee •Sustainability Committee •Age 70
	There are no family relationships among our Directors or executive officers.

PROPOSAL 1 – ELECTION OF DIRECTORS

27 COUSINS 2024 PROXY STATEMENT

MEETINGS OF THE BOARD OF DIRECTORS AND DIRECTOR ATTENDANCE AT ANNUAL

MEETINGS

Our Board held four meetings during 2023. Each current Director attended at least 75% of all of the meetings of the

Board and any committees on which he or she served that occurred while he or she served on the Board or the

committees.

We typically schedule a Board meeting in conjunction with our Annual Meeting and expect that our Directors will attend

both, absent a valid reason. Each of our current Directors who were nominated for election at last year’s Annual Meeting

attended that Annual Meeting.

Under the Company’s Corporate Governance Guidelines, each Director is expected to dedicate sufficient time, energy,

and attention to ensure the diligent performance of his or her duties, including by attending annual and special meetings

of the shareholders of the Company, and meetings of the Board and committees of which he or she is a member.

DIRECTOR INDEPENDENCE

In order to evaluate the independence of each Director, our Board has adopted a set of Director Independence

Standards as part of our Corporate Governance Guidelines. The Director Independence Standards can be found on the

Investor Relations page of our website at www.cousins.com.

The Board has reviewed Director independence under NYSE Rule 303A.02(a) and our Director Independence Standards.

In performing this review, the Board considered all transactions and relationships between each Director and our

Company, subsidiaries, affiliates, senior executives, and independent registered public accounting firm, including those

reported under the section “Certain Transactions.” As a result of this review, the Board affirmatively determined that

eight of the nine nominees for Director are independent. The independent Directors are reflected in the chart below:

Name	Independent
Charles T. Cannada	ü
Robert M. Chapman	ü
M. Colin Connolly*
Scott W. Fordham	ü
Lillian C. Giornelli	ü
R. Kent Griffin, Jr.	ü
Donna W. Hyland	ü
Dionne Nelson	ü
R. Dary Stone	ü

* President & CEO of Cousins

PROPOSAL 1 – ELECTION OF DIRECTORS 28

As noted, all but one of our Directors are independent. Mr. Connolly is not an independent Director because of his

employment as our President and Chief Executive Officer.

Our Audit Committee, our Compensation & Human Capital Committee (the “Compensation Committee”), and our

Nominating & Governance Committee (the “Nominating Committee” or the “Governance Committee,” as the context

requires) are comprised solely of independent Directors. We believe that the number of independent, experienced

Directors that comprise our Board, along with the independent oversight of the Board by the non-executive Chair,

benefits our Company and our stockholders.

BOARD LEADERSHIP STRUCTURE

We operate under a board leadership structure where one of our independent Directors, Mr. Chapman, serves as the

non-executive Chair of the Board. The non-executive Chair presides at all executive sessions of “non-management”

Directors, as defined under the NYSE Listed Company Manual. The powers and duties of our non-executive Chair reflect

corporate governance best practices. Among other duties, our non-executive Chair provides input on meeting agendas,

presides over all Board meetings, and chairs executive sessions of the independent Directors to discuss certain matters

without members of management present. In addition, our non-executive Chair attends all Board-level committee

meetings. Pursuant to our Corporate Governance Guidelines, our non-executive Chair is responsible for ensuring that

the role between board oversight and management operations is respected, providing the medium for informal dialogue

with and between independent Directors and allowing for free and open communication with that group. In addition,

our non-executive Chair serves as a communication conduit for third parties who wish to communicate with the Board.

We believe this current board leadership structure is appropriate for our Company and our stockholders. We believe this

structure promotes efficiency and provides strong leadership for our Board, while also positioning our Chief Executive

Officer (“CEO”), with the consultation of our Chair of the Board, as the leader of the Company in the eyes of our

business partners, employees, stockholders, and other interested parties.

EXECUTIVE SESSIONS OF INDEPENDENT DIRECTORS

Our independent Directors meet without management present at least four times each year. Mr. Chapman, as our non-

executive Chair, is responsible for presiding at meetings of the independent Directors.

Any stockholder or interested party who wishes to communicate directly with the Chair or the independent Directors as a

group may do so by writing to: Non-executive Chair, Cousins Properties Incorporated, c/o Corporate Secretary, 3344

Peachtree Road NE, Suite 1800, Atlanta, Georgia 30326-4802.

29 PROPOSAL 1 – ELECTION OF DIRECTORS

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board has five standing committees: the Audit Committee, the Compensation Committee, the Nominating

Committee, the Sustainability Committee, and the Executive Committee.

The membership and function of each of these committees, and the number of meetings held during 2023, are

described below:

AUDIT COMMITTEE

Members*	The Audit Committee’s responsibilities include:
Donna W. Hyland (Chair)	•providing oversight of the integrity of the Company’s financial statements, the Company’s accounting and financial reporting processes, and the Company’s system of internal controls; •sole authority to appoint, retain, or terminate our independent registered public accounting firm; •reviewing the independence of the independent registered public accounting firm; •reviewing the audit plan and results of the audit engagement with the independent registered public accounting firm; •reviewing the scope and results of our internal auditing procedures, risk assessment, and the adequacy of our financial reporting controls; •considering the reasonableness of and, as appropriate, approving the independent registered public accounting firm’s audit and non-audit fees; •reviewing, approving, or ratifying related party transactions; •providing oversight of our guidelines and policies which govern the process by which the Company’s exposure to risk (including insurable property damage and liability risk and cybersecurity risk) is assessed and managed; and •performing such other oversight functions as may be requested by our Board of Directors from time to time. Each current and proposed member of the Audit Committee is independent within the meaning of the regulations promulgated by the SEC, the listing standards of the NYSE, and our Director Independence Standards. All of the current and proposed members of the Audit Committee are financially literate, and four of the five current or proposed members are financial experts, all in accordance with the meaning of the SEC regulations, the listing standards of the NYSE, and the Company’s Audit Committee Charter. For additional disclosures regarding the Audit Committee, including the Audit Committee Report, see “Proposal 3: Ratification of Appointment of the Independent Registered Public Accounting Firm” beginning on page 92.
Charles T. Cannada
Lillian C. Giornelli
Dionne Nelson
Scott W. Fordham (*effective June 20, 2024)
Number of Meetings in 2023: 4
Financial Expertise:
Our Board determined that Mmes. Hyland and Nelson and Mssrs. Cannada and Fordham each qualify as an “audit committee financial expert” as that term is defined in the rules of the SEC.

PROPOSAL 1 – ELECTION OF DIRECTORS 30

COMPENSATION & HUMAN CAPITAL COMMITTEE

Members	The Compensation Committee’s responsibilities include:
R. Kent Griffin, Jr. (Chair)	•overseeing the administration of the Company’s compensation programs, including setting and administering our executive compensation; •overseeing the administration of our incentive and equity-based plans; •reviewing and approving those corporate goals and objectives that are relevant to the compensation of the CEO and all other executive officers and evaluating the performance of the CEO and the other executive officers in light of those goals and objectives; •reviewing our incentive compensation arrangements to confirm that incentive compensation does not encourage excessive risk-taking, and periodically considering the relationship between risk management and incentive compensation; •reviewing and making recommendations to the full Board of Directors regarding the compensation of non-employee Directors; •considering results of stockholder advisory vote on executive compensation; •reviewing and discussing with management the compensation discussion and analysis, and recommending to our Board its inclusion in the annual proxy statement; •oversight of all human capital management, including culture, diversity, inclusion, talent acquisition, retention, employee satisfaction, engagement, and succession planning; and •performing such other functions and duties as  may be required by our Board of Directors from time to time. None of the members of the Compensation Committee is an employee of Cousins Properties and each of them is an independent director under the NYSE rules. The Compensation Committee makes all compensation decisions for all executive officers. The Compensation Committee reviews and approves all equity awards for all employees and delegates limited authority to the CEO to make equity grants to employees who are not executive officers. The Compensation Committee has retained Ferguson Partners Consulting (together with its predecessors, “FPC”), an independent human resources consulting firm, since 2014 to provide advice regarding executive compensation, including for our NEOs listed in the compensation tables in this proxy statement. FPC advised the Compensation Committee with respect to compensation trends, best practices, and plan design, including among office REITs, equity REITs generally, and the broader market. FPC provided the Compensation Committee with relevant market data, advice regarding the interpretation of such data, and alternatives to consider when making decisions regarding executive compensation, including for our executive officers. Information concerning the nature and scope of FPC’s assignments and related disclosure is included under “Compensation Discussion and Analysis” beginning on page 45. The Compensation Committee Report is included in this proxy statement on page 72.
Charles T. Cannada
Donna W. Hyland
Number of Meetings in 2023: 5

31 COUSINS 2024 PROXY STATEMENT

NOMINATING & GOVERNANCE COMMITTEE