Executive Compensation

Executive Compensation and Management Development Committee of the Board of Directors Charter

(As adopted by the Board of Directors on November 19, 2014)

The Board of Directors (the “Board”) of Post Properties, Inc., a Georgia corporation (the “Corporation”), has previously constituted and established an Executive Compensation and Management Development Committee (the “Committee”) with the authority, responsibility and specific duties as described herein. This Charter and the composition of the Committee are intended to comply with applicable law and the rules of The New York Stock Exchange, Inc. (“NYSE”).

  1. Purpose

    The primary purpose of the Committee is to assist the Board in fulfilling its responsibilities relating to compensation of the Corporation’s directors and executives.
  2. Membership

    1. The Committee shall be comprised of three (3) or more directors appointed by the Board. Each member of the Committee shall: (1) qualify as an independent director under the listing standards of NYSE (the “Listing Standards”), (2) be a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (3) be otherwise free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee. The Board shall affirmatively conclude that the members of the Committee are independent, as required.
    2. Each member of the Committee shall be elected by the Board at the annual organizational meeting of the Board and shall serve until his or her successor shall be duly elected and qualified, unless otherwise removed by the Board of Directors. Any vacancies on the Committee occurring prior to the annual organizational meeting shall be filled by the Board. Unless a Chairperson is elected by the full Board, the members of the Committee may designate a Chairperson by majority vote of the full Committee membership.
    3. A majority of the Committee shall constitute a quorum for the taking of any action by the Committee.
  3. Meetings

    1. The Committee shall hold such meetings as may be called by the Chairperson of the Committee or at the request of the Board of Directors. The Committee shall maintain minutes or other records of meetings and activities of the Committee.
  4. Responsibilities and Duties

    The Board of Directors has authorized and directed the Committee to assume each of the following responsibilities, and any other responsibilities the Board of Directors specifically delegates to the Committee, in each case subject to the limitations on the Board of Directors or any committee thereof contained in the Corporation’s Articles of Incorporation or Bylaws or the Georgia Business Corporation Code, as each is in effect from time to time:

    1. Compensation

      1. Annually review and approve the Corporation’s goals and objectives relevant to CEO and senior executive compensation, including as the Committee deems appropriate, consideration of the Corporation’s performance and relative stockholder return, the value of similar incentive awards to officers at comparable companies, the awards given to the officers in past years and such other factors as the Committee deems relevant, and evaluate the CEO’s and the other senior executive’s performance in light of those goals and objectives.
      2. Annually review and approve, for the CEO and the other senior executives of the Corporation, (1) the annual base salary level, (2) the annual incentive opportunity level, (3) the long-term incentive opportunity level, and (4) any special or supplemental benefits or perquisites.
      3. Review and approve, for the CEO and other senior executives, employment agreements, severance arrangements, and change in control agreements/provisions, in each case as, when and if appropriate.
      4. Annually review and make recommendations to the Board concerning the adoption, terms and operation of the Corporation’s compensation plans for all directors, officers and other senior executives, including incentive-compensation plans and equity based plans.
      5. Grant stock options, restricted stock and other discretionary awards under the Corporation’s incentive-compensation and equity based plans.
      6. Perform the administrative functions assigned to the Committee by the Board or the provisions of any incentive-compensation plan, equity based plan, employee stock purchase plan or other employee benefit plan.
      7. Retain, as deemed necessary, and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or executive compensation. The Committee shall have sole authority to select such consultant and approve the consultant’s fees and other retention terms.
      8. Review the Corporation’s incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk taking and periodically consider the relationship between risk management and incentive compensation.
    2. General

      1. Report periodically to the Board.
      2. Annually review the adequacy of this Charter and recommend any proposed changes to the Board for approval.
      3. Assist the Board in developing and evaluating candidates for executive positions and oversee the development of executive succession plans. However, all matters related to the development and evaluation of CEO candidates and the oversight and development of CEO succession plans remain the responsibility of the full Board.
      4. Annually prepare a report on executive compensation for inclusion in the Corporation’s proxy statement in accordance with the Securities and Exchange Commission and other applicable rules and regulations.
      5. Annually review the performance of the Committee.
      6. Select a compensation consultant, legal counsel or other advisor to the Committee only after taking into consideration all factors relevant to the advisor’s independence from management, including the following:
        1. the provision of other services to the Corporation by the firm that employs the advisor;
        2. the amount of fees received from the Corporation by the firm that employs the advisor, as a percentage of the total revenue of such firm;
        3. the policies and procedures of the firm that employs the advisor that are designed to prevent conflicts of interest;
        4. any business or personal relationship of advisor with a member of the Committee;
        5. any stock of the Corporation owned by the advisor; and
        6. any business or personal relationship of the advisor or the firm employing the advisor with an executive officer of the Corporation.
  5. Certification

    This Charter of the Committee was duly approved and adopted by the Board of the Corporation on the 19th day of November, 2014.

    Name: Sherry W. Cohen
    Title: Executive Vice President and
    Corporate Secretary