Stratus Properties (STRS) Proxy Filing summary

Executive summary

• The 2025 annual meeting is scheduled for May 13, 2025, with voting on director elections, executive compensation, frequency of say-on-pay votes, and auditor ratification.

• As of the record date, 8,072,897 shares are outstanding and entitled to one vote each; a majority present constitutes a quorum.

• The board recommends voting for the two Class III director nominees, for executive compensation, for annual say-on-pay votes, and for auditor ratification.

Voting matters and shareholder proposals

• Four main proposals: election of two Class III directors, advisory approval of executive compensation, advisory vote on frequency of say-on-pay (recommended: 1 year), and ratification of CohnReznick LLP as auditor.

• Board recommends voting for all proposals as presented.

• Shareholders may submit proposals for the 2026 meeting by December 9, 2025.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; three standing committees are fully independent.

• Board diversity: 43% gender or ethnically diverse; average independent director age is 63.7 years.

• Board refreshment: three independent directors added since 2020; regular committee rotation.

• Lead independent director role established and renewed through 2028.

• Stock ownership guidelines and anti-hedging/pledging policies in place.