Stratus Properties Inc. Director Compensation Policy (Effective January 1, 2018)

Summary

Stratus Properties Inc. provides compensation to its non-employee directors through a combination of annual cash payments and equity awards. Directors receive a base annual fee, with additional payments for serving as lead independent director, committee chairs, or committee members. Directors are also reimbursed for reasonable expenses related to board duties. Each year, non-employee directors receive restricted stock units (RSUs) valued at $45,000, which vest over four years and convert to common stock upon vesting.

EX-10.38 3 q417exhibit1038.htm EXHIBIT 10.38 Exhibit

Exhibit 10.38

STRATUS PROPERTIES INC.

DIRECTOR COMPENSATION

(Effective January 1, 2018)

Cash Compensation

Each non-employee director of Stratus Properties Inc. (“Stratus”) receives an annual of $35,000. The lead independent director receives an additional annual fee of $25,000. Committee chairs receive an additional annual fee as follows: Audit Committee, $17,500; Compensation Committee, $12,500; and Nominating and Corporate Governance Committee, $10,000. Each committee member, excluding the chair of each committee, receives an additional annual fee as follows: Audit Committee members, $7,500; Compensation Committee members, $6,000; and Nominating and Corporate Governance Committee, $5,000. Each director also receives reimbursement for reasonable out-of-pocket expenses incurred in attending board and committee meetings.

Equity-Based Compensation

Each non-employee director receives equity-based compensation under Stratus’ stock incentive plans, which were approved by Stratus’ stockholders. On September 1^st of each year, each non-employee director receives a grant of restricted stock units (RSUs) having a grant date fair value equal to $45,000. The RSUs vest ratably over the first four anniversaries of the grant date. Each RSU entitles the director to receive one share of Straus common stock upon vesting.