Stratus Properties Inc. Director Compensation Policy Effective January 1, 2014

Summary

Stratus Properties Inc. outlines its compensation policy for non-employee directors, effective January 1, 2014. Directors receive annual cash fees for board and committee service, additional fees for chairing committees or serving as lead independent director, and meeting attendance fees. Directors are also reimbursed for reasonable expenses. Additionally, each non-employee director receives an annual grant of 2,000 restricted stock units (RSUs) that vest over four years, entitling them to shares of company stock upon vesting.

EX-10.47 2 q413exhibit1047.htm EXHIBIT 10.47 Q413 Exhibit 10.47

Exhibit 10.47

STRATUS PROPERTIES INC.

DIRECTOR COMPENSATION

EFFECTIVE JANUARY 1, 2014

Cash Compensation

Each non-employee director receives an annual fee consisting of, as applicable, (1) $25,000 for serving on the board, (2) $1,000 for serving on each committee (including chairmen of the committee), (3) $7,000 for serving as chairman of the audit committee, (4) $5,000 for serving as chairman of the compensation committee, (5) $5,000 for serving as chairman of the nominating and corporate governance committee and (6) $12,500 for serving as lead independent director. In addition, each director and committee member receives $1,500 for attendance at each board and committee meeting, as well as reasonable out-of-pocket expenses incurred in attending such meetings, or $1,000 for participation in each board and committee meeting by telephone.

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 2,000 restricted stock units (RSUs). 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.