
		1,380
Scott S. Ingraham *	~~2020 Proxy Statement 19~~		—
Renu Khator *			—
William F. Paulsen *			—
Frances Aldrich Sevilla-Sacasa *			—
Steven A. Webster *			—
Kelvin R. Westbrook *			—

* As noted above, unvested equity awards granted to each Trust Manager vest in full at the time the Trust Manager reaches the age of 65 years. Each of these Trust Managers was at least 65 years of age as of December 31, 2022.

(4) Represents amounts paid pursuant to a defined post-retirement benefit plan relating to prior service with Summit Properties, Inc. for secretarial, computer-related services, and office facilities. These benefits were not provided with respect to, nor were they contingent upon, Mr. Paulsen's service on the Board.

(5) Mr. Benito was appointed to the Board effective February 1, 2022.

(6) Mr. Paulsen retired from the Board effective May 12, 2022.



						2023 Proxy Statement 26


Table of Contents

EXECUTIVE OFFICERS

There are no family relationships among any of the Trust Managers or executive officers. No executive officer was selected as a result of any arrangement or understanding between that executive officer and any other person. All executive officers are elected annually by, and serve at the discretion of, the Board.

The Company’s current ~~Executive Officers~~executive officers and their ages, current positions and recent business experience (all of which was with ~~the Company)~~Camden) are as follows:

Name

Age

Position

Richard J. Campo

6568

Chairman of the Board and CEO (May 1993 - present)

D. Keith Oden

6366

Executive Vice Chairman of the Board and President (December 2021 -present); Executive Vice Chairman of the Board (July 2019 - ~~present),~~December 2021); President (March 2008 - July 2019)

~~H. Malcolm Stewart~~

~~President and Chief Operating Officer (July 2019 - present), Chief Operating Officer (March 2008 - July 2019)~~

Alexander J. Jessett

4548

Executive Vice President - Chief Financial Officer, and Assistant Secretary (December 2021 - present); Executive Vice President - Finance, Chief Financial Officer, and Assistant Secretary (March 2020 - ~~present)~~December 2021); Executive Vice President-Finance, Chief Financial Officer, Treasurer, and Assistant Secretary (December 2014 - March 2020); Senior Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary (May 2013 - December 2014)

Laurie A. Baker

Executive Vice President - Chief Operating Officer (December 2021 - present); Executive Vice President - Operations (April 2019 - December 2021); Senior Vice President - Fund and Asset Management (February 2012 - April 2019)

William W. Sengelmann

6164

Executive Vice President - Real Estate Investments (December 2014-present); Senior Vice President - Real Estate Investments (March 2008 - December 2014)

~~Laurie A. Baker~~

~~Executive Vice President - Operations (April 2019 - present); Senior Vice President - Fund and Asset Management (February 2012 - April 2019)~~



		~~2020 Proxy Statement 20~~



						2023 Proxy Statement 27


Table of Contents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows how many shares were owned by the Trust Managers, nominees for Trust Manager and executive officers as of March 16, ~~2020,~~2023, including shares such persons had a right to acquire within 60 days after March 16, ~~2020~~2023 through the exercise of vested options to purchase shares held in a rabbi ~~trust and through the exchange of units of limited partnership interest in the Company’s operating partnerships.~~trust. The following table also shows how many shares were owned by beneficial owners of more than 5% of the Company’s common shares as of March 16, ~~2020.~~2023. Unless otherwise noted, each person has sole voting and investment power over the shares indicated below.

Shares Beneficially Owned⁽²⁾⁽³⁾

Shares Beneficially Owned(2)(3)

Name and Address of Beneficial Owners ⁽¹⁾

Amount

Percent of Class⁽⁴⁾

Name and Address of Beneficial Owners (1)

Amount

Percent of Class(4)

The Vanguard Group, Inc.⁽⁵⁾

14,803,548

15.2%

The Vanguard Group (5)

17,385,085

16.3%

Cohen & Steers, Inc. (6)

12,027,130

11.3%

BlackRock, Inc.⁽⁶⁾⁽⁷⁾

13,792,578

14.2%

9,803,756

9.2%

State Street Corporation⁽⁷⁾⁽⁸⁾

5,585,384

5.7%

6,845,289

6.4%

Richard J. Campo ⁽⁸⁾⁽⁹⁾

737,212

740,070

D. Keith Oden ⁽⁹⁾

718,383

William B. McGuire, Jr.⁽¹⁰⁾

515,005

William F. Paulsen⁽¹¹⁾

401,019

H. Malcolm Stewart⁽¹²⁾

269,868

D. Keith Oden (10)

585,640

Steven A. Webster

139,495

Scott S. Ingraham

157,366

Scott S. Ingraham

136,189

Steven A. Webster

133,812

Alexander J. Jessett

101,108

Laurie A. Baker

66,567

William W. Sengelmann

62,999

William W. Sengelmann

66,159

Alexander J. Jessett

62,210

Kelvin R. Westbrook

22,949

Kelvin R. Westbrook

24,932

Frances Aldrich Sevilla-Sacasa

17,955

Frances Aldrich Sevilla-Sacasa

19,917

Renu Khator

12,486

Heather J. Brunner

6,066

Heather J. Brunner

8,837

Renu Khator

6,066

Mark D. Gibson

209

Mark D. Gibson

5,256

All Trust Managers and executive officers as a group (15 persons)⁽¹³⁾

3,165,361

3.2%

Javier E. Benito

1,278

All Trust Managers and executive officers as a group (13 persons)(11)

1,907,934

1.8%

* Less than 1%

~~(1)~~

~~The address for Mses. Sevilla-Sacasa, Brunner, and Khator, and Messrs. McGuire, Paulsen,~~

(1) The address for Mses. Baker, Sevilla-Sacasa, Khator, and Brunner, and Messrs. Campo, Oden, Webster, Ingraham, ~~Webster, Westbrook, Gibson, Campo, Oden, Stewart,~~ Jessett, ~~and~~ Sengelmann, Westbrook, Gibson, and Benito, is c/o Camden Property Trust, 11 Greenway Plaza, Suite 2400, Houston, Texas 77046.

~~(2)~~

These amounts include shares the following persons had a right to acquire within 60 days after March 16, 2020 through the exercise of vested options to purchase shares held in a rabbi trust pursuant to a Company deferred compensation plan and through the exchange of units of limited partnership interest in the Company’s operating partnerships. Each partnership unit is exchangeable for one common share. Each option represents the right to receive one common share upon exercise. The Company may elect to pay cash instead of issuing shares upon a tender of units for exchange.



(2) These amounts include shares the following persons had a right to acquire within 60 days after March 16, 2023 through the exercise of vested options to purchase shares held in a rabbi trust pursuant to a Company deferred compensation plan. Each option represents the right to receive one common share upon exercise:		~~2020 Proxy Statement 21~~



~~Table of Contents~~

Vested Options Held in a Rabbi Trust
Units of Limited
Partnership Interest

Richard J. Campo 506,650
—

D. Keith Oden 506,041
—

William B. McGuire, Jr. —
414,803
^(a)
William F. Paulsen —
355,115

H. Malcolm Stewart 128,215
—

Scott S. Ingraham 80,291
—

Steven A. Webster 20,799
—

William W. Sengelmann 15,705
—

Alexander J. Jessett —
—

Kelvin R. Westbrook —
—

Frances Aldrich Sevilla-Sacasa —
—

Heather J. Brunner —
—

Renu Khator —
—

Mark D. Gibson —
—

All Trust Managers and executive officers as a group
(15 persons)⁽¹³⁾
1,274,779
769,918


~~(a)~~	~~Includes 60,000 units held by a family limited partnership, and 354,803 units held in a trust of which Mr. McGuire is trustee.~~


~~(3)~~	~~The amounts exclude the following unvested share awards:~~



						2023 Proxy Statement 28


Table of Contents


Richard J. Campo		—454,192
D. Keith Oden		~~45,697~~184,581
~~William B. McGuire, Jr.~~Steven A. Webster		—20,799
~~William F. Paulsen~~		—
~~H. Malcolm Stewart~~	—
Scott S. Ingraham	—80,291
~~Steven A. Webster~~Alexander J. Jessett		—
Laurie A. Baker		17,078
William W. Sengelmann		~~17,671~~3,813
~~Alexander J. Jessett~~		~~20,848~~
Kelvin R. Westbrook	~~737~~—
Frances Aldrich Sevilla-Sacasa		~~737~~—
Renu Khator		—
Heather J. Brunner		~~737~~—
~~Renu Khator~~		~~737~~
Mark D. Gibson	—
Javier E. Benito		—
All Trust Managers and executive officers as a group ~~(15~~(13 persons)⁽¹³⁾(11)		~~94,000~~760,754

(3) These amounts exclude the following unvested share awards:


~~(4)~~	On March 16, 2020, 2,250,403 common shares were held in a rabbi trust pursuant to a Company deferred compensation plan, and are treated as treasury shares for voting purposes; for purposes of calculating the percentage ownership of outstanding common shares in this proxy statement, these shares are not considered outstanding.

~~(5)~~

~~As reported in Amendment No. 17 to Schedule 13G filed with the SEC on February 10, 2020, The Vanguard Group, Inc. ("Vanguard"~~) has sole voting power over 171,442 shares, shared voting power over 129,575 shares, sole dispositive power over 14,617,080 shares and shared dispositive power over 186,468 shares. The Schedule 13G/A filed by Vanguard also states Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 36,234 shares of Vanguard's shares outstanding as a result of its serving as investment manager



Richard J. Campo	—	~~2020 Proxy Statement 22~~


D. Keith Oden			—
Steven A. Webster			—
Scott S. Ingraham			—
Alexander J. Jessett			25,190
Laurie A. Baker			14,879
William W. Sengelmann			19,229
Kelvin R. Westbrook			—
Frances Aldrich Sevilla-Sacasa			—
Renu Khator			—
Heather J. Brunner			636
Mark D. Gibson			636
Javier E. Benito			417
~~Table of Contents~~All Trust Managers and executive officers as a group (13 persons)(11)			60,987

(4) On March 16, 2023, 2,085,553 common shares were held in a rabbi trust pursuant to a Company deferred compensation plan, and are treated as treasury shares for voting purposes; for purposes of calculating the percentage ownership of outstanding common shares in this proxy statement, these shares are not considered outstanding.

~~of collective trust accounts,~~(5) As reported in Amendment No. 20 to Schedule 13G filed with the SEC on February 9, 2023, The Vanguard Group has shared voting power over 222,928 shares, sole dispositive power over 16,944,485 shares and Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 285,442 shares of Vanguard's shares outstanding as a result of its serving as investment manager of Australian investment offerings.shared dispositive power over 440,600 shares. The address of The Vanguard Group, Inc. is 100 Vanguard ~~Boulevard,~~Blvd., Malvern, Pennsylvania 19355.


~~(6)~~	As reported in Amendment No. 11 to Schedule 13G filed with the SEC on February 3, 2020, BlackRock, Inc. has sole voting power over 13,144,551 shares and sole dispositive power over 13,792,578 shares. The address of BlackRock, Inc. is 55 East 52^nd ~~Street, New York, New York 10055.~~


~~(7)~~	As reported in Schedule 13G filed with the SEC on February 13, 2020, State Street corporation has shared voting power over 4,678,395 shares and shared dispositive power over 5,585,384 shares. The address of State Street Corporation is One Lincoln Street, Boston, Massachusetts, 02111.


~~(8)~~	~~Includes 57,344 shares held by a family trust.~~


~~(9)~~	~~Includes 50,616 shares held in a family Limited Partnership, which is owned 99% by a family trust.~~


~~(10)~~	~~Includes 100,202 shares held by a family trust.~~


~~(11)~~	~~Includes 21,700 shares held by Mr. Paulsen’s wife and 24,204 shares held by a related family foundation.~~


~~(12)~~	Includes 47,703 shares pledged by Mr. Stewart to a financial institution as security for a loan or other extension of credit to Mr. Stewart. Upon a default under the agreement governing such loan, such financial institution may sell the shares.


~~(13)~~	~~Shares and/or units beneficially owned by more than one individual have been counted only once for this purpose.~~



		~~2020 Proxy Statement 23~~

(6) As reported in Amendment No. 1 to Schedule 13G filed with the SEC on February 14, 2023, Cohen & Steers, Inc. has sole voting power over 8,889,921 shares, and sole dispositive power over 12,027,130 shares; Cohen & Steers Capital Management, Inc. beneficially owns 11,946,077 shares and has sole voting power over 8,855,926 shares and sole dispositive power over 11,946,077; Cohen & Steers UK Limited beneficially owns 71,940 shares and has sole voting power over 24,882 shares and sole dispositive power over 71,940 shares; and Cohen & Steers Ireland Limited beneficially owns 9,113 shares and has sole voting power and sole dispositive power 9,113 shares. The address of Cohen & Steers, Inc. and Cohen & Steers Capital Manager, Inc. is 280 Park Avenue, 10th Floor, New York, New York, 10017. The address of Cohen & Steers UK Ltd. is 50 Pall Mall, 7th Floor, London, United


						2023 Proxy Statement 29


Table of Contents

Kingdom SW1Y 5JH. The address of Cohen & Steers Ireland Ltd. is 77 Sir John Rogerson's Quay, Block C, Grand Canal Docklands, Dublin 2, D02 VK60.

(7) As reported in Amendment No. 14 to Schedule 13G filed with the SEC on January 24, 2023, BlackRock, Inc. has sole voting power over 9,139,945 shares and sole dispositive power over 9,803,756 shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

(8) As reported in Schedule 13G filed with the SEC on February 8, 2023, State Street Corporation has shared voting power over 5,126,633 shares and shared dispositive power over 6,844,789 shares. The address of State Street Corporation is One Lincoln Street, Boston, Massachusetts, 02111.

(9) Includes 285,779 shares held by a family Limited Partnership, which is owned approximately 99% by a family trust and approximately 1% by Mr. Campo.

(10) Includes 157,886 shares held in a family Limited Partnership, which is owned approximately 99% by a family trust and approximately 1% by Mr. Oden.

(11) Shares beneficially owned by more than one individual have been counted only once for this purpose.


						2023 Proxy Statement 30


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PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION


üThe Board recommends you vote FOR approval of the advisory vote on executive compensation.

In accordance with SEC rules, shareholders are being asked to approve, on an advisory or nonbinding basis, the compensation of the Company’s Named Executive Officers as disclosed in this proxy statement.

As described in detail under the heading “Executive Compensation - Compensation Discussion and Analysis,” the Company’s executive compensation programs are designed to attract, motivate and retain executives who have the motivation, experience and skills necessary to lead the Company effectively. Under these programs, the Named Executive Officers are rewarded for the achievement of specific annual, long-term and strategic goals. Please read the “Compensation Discussion and Analysis” beginning on page 33 and the tables that follow for additional details about the Company’s executive compensation programs, including information about the 2022 compensation of the Named Executive Officers.

Shareholders approved the Company’s executive compensation at the Company’s 2022 annual meeting of shareholders by an approximate 91% affirmative vote. The Compensation Committee continually reviews the compensation programs for our Named Executive Officers to help ensure they achieve the desired goals of aligning our executive compensation structure with our shareholders’ interests and current market practices. As a result of its review process, the Compensation Committee:

lprovides a significant portion of each executive’s compensation as variable compensation through bonuses which are awarded based on achievement of pre-established performance goals; and

lgenerally provides more than half of each executive's total compensation in the form of long-term equity-based awards to more closely align the interests of the Company’s executives with those of its shareholders and to maximize retention through multi-year vesting schedules.

In addition, we are committed to good corporate governance to promote the long-term interests of shareholders. We have an independent Compensation Committee that has retained an independent compensation consultant, and we have adopted anti-hedging and clawback policies and share ownership guidelines for our Named Executive Officers.

The Company is asking shareholders to indicate their support for its Named Executive Officer compensation program as described in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Named Executive Officers and the philosophy, policies and practices described in this proxy statement. Accordingly, the Company will ask its shareholders to vote “FOR” the following resolution at the annual meeting:

“RESOLVED, the Company’s shareholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2023 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the 2022 Summary Compensation Table and the other related tables and disclosures.”

This vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board, and will not be construed as overruling a decision by, or creating or implying an additional duty for, the Company, the Compensation Committee or the Board. The Board and the Compensation Committee value the opinions of shareholders and to the extent there is any significant vote against the Named Executive Officer compensation as disclosed in this proxy statement, the Company will consider shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. The Company currently conducts annual advisory votes on executive compensation, and expects to conduct the next advisory vote at the Company’s 2024 annual meeting of shareholders.

The proposal will be approved if it receives the affirmative vote of a majority of shares represented in person or by proxy at the meeting.


						2023 Proxy Statement 31


Table of Contents

EXECUTIVE COMPENSATION

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee recommended the Compensation Discussion and Analysis be included in this proxy statement.

THE COMPENSATION COMMITTEE

Renu Khator, Chair

Scott Ingraham

Steven A. Webster

CompensationCommittee Interlocks and Insider Participation

During ~~2019,~~2022, the Compensation Committee consisted of ~~William F. Paulsen,~~ Renu Khator, Scott Ingraham and Steven A. Webster. None of these persons are an employee or officer of the Company nor has any relationship or affiliation with the Company requiring disclosure by the Company under SEC rules requiring disclosure of certain relationships and related person ~~transactions, except as described on page~~ 60.transactions. None of the Company’s executive officers served as a director or as a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director or member of the Compensation Committee during ~~2019.~~



		~~2020 Proxy Statement 24~~

2022.



						2023 Proxy Statement 32


Table of Contents

Compensation Discussion and Analysis

Overview

This Compensation Discussion and Analysis describes the key principles and factors underlying our executive compensation policies for ~~2019~~2022 for the Company’s Named Executive Officers, who ~~are:~~were:

l Chairman of the Board and CEO, Richard J. Campo;

l Executive Vice Chairman of the Board and President, D. Keith Oden;

l ~~President and Chief Operating Officer, H. Malcolm Stewart;~~

l Executive Vice ~~President-Finance, Chief~~President-Chief Financial Officer, and Assistant Secretary, Alexander J. Jessett;

l Executive Vice President-Chief Operating Officer, Laurie A. Baker; and

l Executive Vice President-Real Estate Investments, William W. Sengelmann.

Our shareholders approved the Company’s executive compensation program at the ~~2019~~2022 annual meeting of shareholders by an approximate ~~92.4%~~91% affirmative vote. Based on this high level of support, the Compensation Committee did not change its general approach to executive compensation for ~~2019.~~2022. The Compensation Committee will continue to consider the outcomes of our advisory say-on-pay proposals when making future compensation decisions for the Named Executive Officers.

Pay for Performance

“The compensation of our Named Executive Officers ~~should be and~~ is tied to those performance metrics we believe are most highly correlated to growth in long-term shareholder ~~value.~~value, while balancing the competitive nature of our industry for top talent.”

Renu Khator, Compensation Committee Chair

At Camden, both the Board and our management team believe consistently strong operating results equate to long-term shareholder value creation. For ~~2019,~~2022, approximately ~~86.0%~~89% of Mr. Campo’s total compensation and approximately ~~83.5%~~84% of the total compensation for our other Named Executive Officers, as reported in the Summary Compensation Table, was not guaranteed but was tied directly to performance and/or the value of our shares, as depicted in the following pay mix charts.



		~~2020 Proxy Statement 25~~



~~Table of Contents~~						2023 Proxy Statement 33

Key Executive Compensation Performance Metrics of Achievement

It is our goal to set challenging, yet achievable goals for our management team. The key performance metric achievements used to determine the performance award component of executive compensation offor our Named Executive Officers for ~~2019 is~~2022 are listed below.



l			We consider FFO¹ to be a key metric. In ~~2019,~~2022, FFO per share totaled ~~$5.04 per diluted share. Excluding a one time $0.12 per share charge relating to early retirement of debt, FFO was $5.16~~$6.59 per diluted share, which was ~~within the range~~above our target of ~~our original guidance of $4.97 to $5.17.~~$6.41.
l			Same Property NOI¹ growth illustrates our ability to grow in current markets. In ~~2019,~~2022, Same Property NOI growth was ~~4.7%~~14.6%, which was higher than our ~~original~~ guidance of ~~2.3%~~10.5% to ~~4.3%~~13.5%.
l			In an effort to maintain appropriate and manageable levels of debt, the Company utilizes the Net Debt/Adjusted EBITDA²Ratio as a key metric. In ~~2019,~~2022, our ratio was ~~3.9x, down from~~ 4.1x, ~~in 2018.~~which was better than our target of 4.3x.
l			We continually assess our properties and future growth opportunities. The performance of our individual properties is extremely important. As such, yields from stabilized ~~acquisitions~~acquisitions/developments are a key metric. In ~~2019,~~2022, the weighted average yields on our stabilized ~~new acquisitions~~development properties were ~~0.25%~~0.34% above our targeted pro forma.

^{In addition to the key performance metrics discussed above, for Named Executive Officers other than Messrs. Campo and Oden, individual goals were established based on the individual’s business function, leadership and the Company’s strategic goals and initiatives, and the achievement of these goals was part of the determination of their annual bonuses as discussed below under “Elements of Total Annual Direct Compensation-Annual Incentives-Annual Bonus.” Individual goals were not established for Messrs. Campo or Oden given their responsibility for the overall operations and performance of the Company.}

1 A reconciliation of net income attributable to common shareholders to FFO, diluted EPS to FFO diluted per share, net income to NOI and same property net operating income for the year ended December 31, ~~2019~~2022 is contained in either the Company’s ~~2019~~2022 Annual Report on Form 10-K ~~and/~~filed on February 23, 2023 or in its earnings release furnished on a Current Report on Form 8-K filed on ~~January 30, 2020.~~February 2, 2023.

²Net Debt/Adjusted EBITDA Ratio is defined by the Company as the average notes payable less the average cash balance and short-term investments over the period (“Net Debt”) divided by Adjusted EBITDA (“Adjusted EBITDA”). The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization (“EBITDA”), including net operating income from discontinued operations, excluding equity in (income) loss of joint ventures, (gain) loss on sale of unconsolidated joint venture interests, gain on acquisition of controlling interest in joint ventures, gain on sale of operating properties including land, net of tax, loss on early retirement of debt, and income (loss) allocated to non-controlling interests. The Company considers Adjusted EBITDA to be an appropriate supplemental measure of operating performance to net income attributable to common shareholders because it represents income before non-cash depreciation and the cost of debt, and excludes gains or losses from property dispositions. A reconciliation of net income attributable to common shareholders to Adjusted EBITDA for the year ended December 31, ~~2019~~2022 is contained in the Company's earnings release furnished on a Current Report on Form 8-K filed on ~~January 30, 2020.~~February 2, 2023.

Company’s Compensation Philosophy

Executive Compensation Objectives.


l	~~Support the Company’s business strategy and business plan by clearly communicating what is expected of Named Executive Officers with respect to goals and results and by rewarding achievement;~~


l	Attract, motivate, and retain Named Executive Officers who have the motivation, experience and skills necessary to lead the Company effectively and deliver on the Company’s profitability, growth, and total return to shareholder objectives; and


l	~~Link management’s success in enhancing long-term shareholder value, given market conditions, with executive compensation.~~

lSupport the Company’s business strategy and business plan by clearly communicating what is expected of Named Executive Officers with respect to goals and results and by rewarding achievement;

lAttract, motivate, and retain Named Executive Officers who have the motivation, experience and skills necessary to lead the Company effectively and deliver on the Company’s profitability, growth, and total return to shareholder objectives; and

lLink management’s success in enhancing long-term shareholder value, given market conditions, with executive compensation.

Mix of Compensation Elements. When setting compensation, the Compensation Committee seeks to achieve a balance between:

lFixed and variable pay;


l			~~Fixed and variable pay;~~			2023 Proxy Statement 34


l Table of Contents			~~Short-term and long-term pay; and~~


l	~~Cash and equity.~~

lShort-term and long-term pay; and

lCash and equity.

As highlighted above, the mix of executive compensation elements for the Named Executive Officers is heavily weighted toward variable and equity-based compensation to align compensation with performance and the creation of shareholder value. In awarding annual incentives, the Compensation Committee sets financial and operating performance goals at the corporate level ~~and, for Named Executive Officers other than Messrs. Campo and Oden, also considers~~while considering individual performance assessments. ~~Given their overall responsibility for Company performance, the annual incentives for Messrs. Campo and Oden are based entirely on Company performance measures.~~



		~~2020 Proxy Statement 26~~



~~Table of Contents~~

Determination of Compensation

Compensation Committee. Our executive compensation program is administered under the direction of the Compensation Committee of the Board. The Compensation Committee determines the compensation, including related terms of employment agreements, for each of the Named Executive Officers.

The Compensation Committee meets outside of the presence of management to discuss compensation decisions and matters relating to the development and implementation of executive compensation programs.

Except as otherwise noted in this Compensation Discussion and Analysis, decisions by the Compensation Committee are subjective and the result of the Compensation Committee’s business judgment, which is informed by the experiences of the members of the Compensation Committee as well as analysis and input from, and comparable peer data provided by, the Compensation Committee’s independent compensation consultant.

Executive Officer Roles in Setting Compensation. Messrs. Campo and Oden make recommendations to the Compensation Committee based on the compensation philosophy and objectives set by the Compensation Committee as well as current business conditions. More specifically, for each Named Executive Officer, Messrs. Campo and Oden review competitive market data and recommend to the Compensation Committee performance measures and target goals for use under the Company's annual bonus program, in each case for the review, discussion, and approval of the Compensation Committee. For each Named Executive Officer other than themselves, Messrs. Campo and Oden also review the rationale and guidelines for compensation and annual share awards for the review, discussion, and approval of the Compensation Committee. Messrs. Campo and Oden may attend meetings of the Compensation Committee at the request of the Compensation Committee chair, but do not attend executive sessions and do not participate in any Compensation Committee discussions relating to the final determination of their own compensation.

Competitive Considerations. Salaries, annual bonus levels, and long-term incentive award grant levels for the Named Executive Officers are determined by the Compensation Committee based on its subjective evaluation of a variety of factors, including:


l	~~the nature and responsibility of the executive’s position;~~


l	~~the impact, contribution, expertise, and experience of the individual Named Executive Officer;~~


l	~~the importance of retaining the individual along with the competitiveness of the market for the individual Named Executive Officer’s talent and services;~~


l	internal equity relative to compensation among the Named Executive Officers and external equity relative to compensation of executives in similar positions with the peer group companies discussed below; and


l	~~the recommendations of Messrs. Campo and Oden (as to the other Named Executive Officers).~~

~~The Company~~l the nature and responsibility of the executive’s position;

l the impact, contribution, expertise, and experience of the individual Named Executive Officer;

l the importance of retaining the individual along with the competitiveness of the market for the individual Named Executive Officer’s talent and services;

l internal equity relative to compensation among the Named Executive Officers and external equity relative to compensation of executives in similar positions with the peer group companies discussed below; and

l the recommendations of Messrs. Campo and Oden (as to the other Named Executive Officers).

Camden operates and recruits talent across diverse markets and makes each compensation decision in the context of the particular situation, including the individual’s specific roles, responsibilities, qualifications, and experience. ~~The Company~~Camden takes into account information about the competitive market for executive talent, but because individual roles and experience levels vary among companies and Named Executive Officers, the Compensation Committee believes reviewing


						2023 Proxy Statement 35


Table of Contents

external compensation should be only one of a variety of factors for establishing compensation. Therefore, the Compensation Committee generally reviews information regarding competitive conditions from a variety of sources in making compensation decisions. These sources include reports of the Compensation Committee’s outside compensation consultant, ~~Longnecker & Associates~~NFP Compensation Consulting (“~~Longnecker~~NFPCC”), industry studies and compensation surveys as well as publicly-available information regarding a peer group of public REITs listed and discussed below. In reviewing these studies and surveys, the Compensation Committee considers aggregate information only and does not focus on any particular company within these studies and surveys (other than the peer companies specified below).

Compensation Consultant. The Compensation Committee retained ~~Longnecker,~~NFPCC, a consulting firm specializing in executive compensation and corporate governance, to provide advice on ~~the Company’s~~Camden’s executive compensation program for



		~~2020 Proxy Statement 27~~



~~Table of Contents~~

~~2019.~~ 2022. Neither ~~Longnecker~~NFPCC nor any of its affiliates provided any services to ~~the Company~~Camden or any of its affiliates during ~~2019~~2022 except for the executive compensation consulting services provided to the Compensation Committee. In ~~2019, Longnecker’s~~2022, NFPCC’s services for the Compensation Committee included: (i) advising the Compensation Committee with regards to Company goal setting; (ii) advising the Compensation Committee with respect to determining the membership of the Company’s ~~2019~~2022 Peer Group, as described below; and (iii) advising the Compensation Committee with respect to the amount and form of compensation for the Named Executive Officers, as described below. The Compensation Committee has assessed the independence of ~~Longnecker~~NFPCC and believes its engagement of ~~Longnecker~~NFPCC raises no conflicts of interest with the Company or any of its Board members or executive officers.

Peer Group. The Compensation Committee, with the advice of ~~Longnecker,~~NFPCC, selected the companies identified in the chart below to make up the Company’s peer group considered by the Compensation Committee in making its executive compensation decisions ~~early in 2019,~~for 2022, including ~~in connection with reviewing 2019~~ salary and target bonus levels. The Compensation Committee selected these companies because they were public REITs the Compensation Committee considered to be similar to the Company when taking the following factors into account (in the aggregate, with no one factor being determinative): engaged in business in the same or similar markets as ~~the Company,~~Camden, revenue, market capitalization, target markets, asset quality, financial, and organization structure, as well as companies which potentially compete for executive talent.



Camden Property Trust Peer Group
~~American Campus~~AvalonBay Communities, Inc.		~~Liberty Property Trust~~Invitation Homes, Inc.
~~American Homes 4 Rent~~Brixmor Property Group, Inc.		~~Macerich Company Properties, Inc.~~Kimco Realty Corporation
CubeSmart		Mid-America Apartment ~~Investment and Management Co.~~Communities, Inc.
Duke Realty Corporation		National Retail Properties, Inc.
~~Douglas Emmett, Inc.~~		~~Regency Centers Corporation~~
~~Duke Realty Corporation~~	~~Sun Communities, Inc.~~
~~Equity Commonwealth~~	~~Taubman Centers, Inc.~~
Equity LifeStyle Properties, Inc.	~~UDR,~~Spirit Realty Capital, Inc.
~~Extra Space Storage~~Equity Residential		Sun Communities, Inc.	~~Weingarten Realty Investors~~
Essex Property Trust, Inc.		The Macerich Company
Federal Realty Investment Trust		UDR, Inc.
Gaming & Leisure Properties, Inc.		Uniti Group Inc.

Following the end of 2019, the Compensation Committee, with the advice of Longnecker, made the following changes to the peer group considered by the Compensation Committee in making its executive compensation decisions:



~~Camden Property Trust Peer Group~~
~~American Campus Communities, Inc.~~	~~Liberty Property Trust~~
~~American Homes 4 Rent~~	~~Macerich Company Properties, Inc.~~
~~Apartment Investment and Management Co.~~	~~National Retail Properties, Inc.~~
~~CubeSmart~~	~~Realty Income Corporation~~
~~Duke Realty Corporation~~	~~Regency Centers Corporation~~
~~Equity LifeStyle Properties, Inc.~~	~~Sun Communities, Inc.~~
~~Extra Space Storage Inc.~~	~~Taubman Centers, Inc.~~
~~Federal Realty Investment Trust~~	~~UDR, Inc.~~
~~Kimco Realty Corporation~~	~~Unity Group, Inc~~

The ~~adjustments to the~~ peer group for ~~2020 were determined based on similar factors used in~~2022 was the same as the prior ~~years, specifically revenue, market cap and enterprise value similarity. The Compensation Committee considered this peer group of companies~~year except American Campus Communities, Inc. was removed

because it ceased to be publicly-traded during 2022.



		~~2020 Proxy Statement 28~~



~~Table of Contents~~

~~when making executive annual bonus decisions for 2019 and when considering executive equity award grants in February 2020 as well as 2020 salaries.~~

Elements of Total Annual Direct Compensation

For the Named Executive Officers, we believe equity and performance-based compensation should be a higher percentage of total compensation than for other officers of the Company. We believe equity and performance-based compensation should be tied ~~directly~~ to achievement of strategic and financial goals and building long-term shareholder value. The performance of the Named Executive Officers has a strong and direct impact in achieving these goals.

In making decisions with respect to any element of a Named Executive Officer’s compensation, the Compensation Committee considers the total compensation which may be awarded to such officer, including salary, annual bonus, performance awards, and long-term incentive compensation. The Compensation Committee’s goal is to award


						2023 Proxy Statement 36

compensation which is reasonable in relation to its compensation philosophy when all elements of potential compensation as further described below are considered.


Compensation Element		Purpose

~~Compensation Element~~		~~Purpose~~
Base Salary	Attract and retain high-performing leaders with a competitive level of fixed compensation that reflects responsibilities, experience, value to the Company, and demonstrated performance.

Annual ~~Incentive~~Incentives		Motivate executives to achieve financial and non-financial key performance objectives.

Long-Term Incentive Compensation		Align the interests of executives with shareholders by tying award values to long-term Company performance, while promoting retention and stability among the management team.

Base Salary

In reviewing and adjusting the base salary levels for the Named Executive Officers, the Compensation Committee considers the factors discussed on page 2735 under Competitive Considerations.Merit-based increases in base salary may also be awarded to the Named Executive Officers from time to time based on ~~these factors as well as, with respect to Messrs. Campo and Oden, the achievement of Company-wide goals and, with respect to the other Named Executive Officers,~~ the achievement of Company-wide goals and individual goals which relate to their respective areas of responsibility.

~~2019~~2022 Increases.~~The~~As part of the Compensation Committee’s 2022 review of the peer group study, the Compensation Committee ~~increased each~~noted base salary levels of the Named Executive ~~Officer’s annual base salary level in 2019. The Compensation Committee determined these increases~~Officers were ~~reasonable based on its review~~significantly below the mean of salary levels for similar positions in the Company’s peer group. The Compensation Committee therefore increased each Named Executive Officer’s base salary for 2022 to be more closely aligned with the applicable mean level of the base salaries of the peer group, ~~of companies in order to maintain competitive salary levels for~~also taking into account the ~~Named Executive Officers.~~factors discussed on page 35 under Competitive Considerations. The following table provides the ~~2018~~2021 and ~~2019~~2022 salaries for each Named Executive Officer.


Named Executive Officer	2021 Salary		2022 Salary		% Change
Richard J. Campo	$	600,196	$	700,000	16.6%
D. Keith Oden	600,196		700,000		16.6%
Alexander J. Jessett	491,727		591,727		20.3%
Laurie A. Baker	434,762		534,762		23.0%
William W. Sengelmann	437,091		512,091		17.2%

Named Executive Officer 2018 Salary 2019 Salary % Change
Richard J. Campo $ 549,264
$ 565,742
3.0%
D. Keith Oden 549,264
565,742
3.0%
H. Malcolm Stewart 465,157
479,112
3.0%
Alexander J. Jessett 450,000
463,500
3.0%
William W. Sengelmann 400,000
412,000
3.0%

~~Short-Term~~Annual Incentives

Annual Bonus. The Compensation Committee has established a bonus target, as a percentage of base salary, for each Named Executive Officer. The ~~2019~~2022 target bonus percentage for each of Messrs. Campo and Oden was ~~250%~~400%, and the target bonus percentage for each of the other Named Executive Officers was ~~200%~~250%. In determining the target bonus for each Named Executive Officer, the Compensation Committee takes into account the factors discussed on page 2735 under Competitive



		~~2020 Proxy Statement 29~~



~~Table of Contents~~

Considerations. ~~The actual payout for each executive is based on Company and, for the Named Executive Officers other than Messrs. Campo and Oden, individual performance metrics, as discussed in detail below.~~ The maximum bonus that may be awarded to a Named Executive Officer is currently ~~150%~~175% of the executive's target bonus.

~~Each Named Executive Officer's 2019 target bonus percentage was the same as the officer's 2018 target bonus percentage.~~

To more fully tie compensation to long-term performance, Named Executive Officers may elect to receive up to 50% of their annual bonuses in Camden shares. To the extent a Named Executive Officer elects to receive shares, the price used to determine the number of shares is two-thirds of our share price at the time the shares are issued (i.e., the value of the shares at the time of grant is 150% of the ~~value of the~~ cash portion of the annual bonus the Named Executive Officer would have otherwise ~~received)~~received in cash). Historically, most Named Executive Officers have elected to receive the maximum 50% of their bonus in shares (and all of the Named Executive Officers elected to receive the maximum in shares for ~~2019)~~2022), further tying each officer's compensation to longer term shareholder value creation. To provide an additional retention incentive, the shares issued pursuant to these grants vest 25% on the grant date and 25% on February 15^th of each of the next three years,¹.

¹~~Subject~~ subject to accelerated vesting upon ~~recipient~~the executive's attaining ~~at least~~ age 65 with at least ten ~~or more~~ years of service with the Company ("Retirement Eligible"), or in connection with certain terminations as described in “Potential Payments Upon Termination or Change in Control” below.


						2023 Proxy Statement 37


Table of Contents

The annual bonus process for the Named Executive Officers involves the following basic steps:



Step 1 Set Company Financial Goals	The Compensation Committee discusses recommendations for financial performance measures and performance ranges for the Company with the Chairman of the Board/CEO and the Executive Vice Chairman of the Board and President, and then sets performance goals for the Company.

Step 2 Setting Other Performance Objectives	For Named Executive Officers other than Messrs. Campo and Oden, the Compensation Committee approves other performance objectives for the executive and his or her individual area of responsibility. These objectives take into account the recommendations of the Chairman of the Board/CEO and the Executive Vice Chairman of the Board and President and are intended to account for performance beyond purely financial measures.

Step 3 Setting Weightings of Goals and Objectives	The Compensation Committee approves the weightings of the financial goals and other performance objectives to help incentivize a high level of performance by the individual executive. These weightings take into account the recommendations of the Chairman of the Board/CEO and the Executive Vice Chairman of the ~~Board.~~Board and President.

Step 4 Measuring Performance	After the end of the year, the Compensation Committee reviews actual performance against each of the financial goals and other performance objectives established at the outset of the year. In determining the extent to which the financial goals are met for a given period, the Compensation Committee exercises its judgment whether to reflect or exclude the impact of equity offerings, changes in accounting principles, and non-recurring, extraordinary, unusual or infrequently occurring events. Consistent with its philosophy that a higher percentage of the most senior Named Executive Officers’ compensation should be tied to Company performance measures, the higher the individual’s position, the more heavily the bonus opportunity is weighted by the Company’s performance.
	Messrs. Campo and Oden Mr. ~~Stewart~~Jessett, Ms. Baker, and ~~Messrs. Jessett and~~Mr. Sengelmann	100% Company performance ~~75% Company/25% Individual~~ 50% Company/50% Individual

Step 5 Final Bonus Determination	The next step in the process is to determine each Named Executive Officer's actual bonus taking into account the Named Executive Officer's target bonus opportunity and actual performance results achieved for the year.



		~~2020 Proxy Statement 30~~



~~Table of Contents~~

~~Listed below are the Company performance goals which were established for 2019 and utilized by the Compensation Committee to determine 2019~~For purposes of determining 2022 annual bonuses for the Named Executive Officers, ~~along with~~ the Compensation Committee established individual performance objectives, and relative weightings ~~assigned to~~for those objectives, for each ~~goal and the Company’s achievement~~ of the ~~2019~~Named Executive Officers other than Messrs. Campo and Oden. In setting the individual performance ~~goals. These goals~~objectives, the Compensation Committee considered the recommendations of Messrs. Campo and Oden. The Compensation Committee did not establish specific individual performance objectives for Messrs. Campo and Oden given their responsibility for the overall operations of the Company. The 2022 individual performance objectives and relative weightings, ~~were also used~~established by the Compensation Committee ~~to determine performance awards~~for Mr. Jessett, Ms. Baker, and ~~long-term compensation payments for the Named Executive Officers for 2019~~Mr. Sengelmann, as ~~discussed in more detail below.~~

Performance Criteria Weight Threshold Goal (75% Payout) Target Goal (100% Payout) Maximum (150% Payout) Actual Performance Achievement
FFO per share 35% $4.97 $5.07 $5.17
5.16 ¹
145%

Same property NOI growth 30% 2.3% 3.3% 4.3% 4.7% 150%

Net Debt/Adjusted EBITDA Ratio 25% 4.75x 4.5x 4.25x 3.9x 150%

Underwritten Yields on Acquisitions/Developments²
10% 4.15% 4.40% 4.65% 4.65% 150%

Total 100% 148%

~~Based on the achievements and weightings described above, the Compensation Committee determined the~~well as their overall achievement, ~~percentage of Company performance for 2019 was 148%.~~were as follows:

¹~~Actual performance excludes a one time non-recurring $0.12 per share charge related to early retirement of debt.~~

²~~Based on 2018 Camden North Quarter, Camden Pier District, and Camden Thornton Park acquisitions.~~



		~~2020 Proxy Statement 31~~



~~Table of Contents~~						2023 Proxy Statement 38

For Messrs. Stewart, Jessett and Sengelmann, the goals and weightings were based on both corporate and individual performance. The following individual goals, with the weightings set forth below, were established for 2019 and utilized by the Compensation Committee, in conjunction with the achievement of the corporate goals discussed above, to determine the 2019 annual bonus and long term compensation payments:



Table of Contents


Executive/Weightings			~~Metric~~Individual Performance Metrics		Weighting
			~~Same property NOI performance~~		~~35%~~
			~~The timely completion of construction and facilities projects in accordance with applicable budgets~~	~~25%~~
			~~The management of various Company strategic and business programs~~	~~15%~~
			~~The achievement of same property revenue growth in the top half of market competitors~~	~~10%~~
			~~The achievement of departmental budgets~~	5%
			~~The effectiveness in training, mentoring, and developing management personnel~~	5%
~~The effectiveness in developing and promoting corporate culture to employees~~	5%

	The effectiveness in supervising financial reporting and forecasting, insurance, internal audit, legal and related functions, systems, and personnel	~~40%~~25%
	The effectiveness in managing the Company’s ~~balance sheet~~real estate investments function			~~40%~~25%
	The effectiveness in managing the ~~Company’s insurance~~Company's construction function			~~10%~~20%
	The effectiveness in ~~overseeing~~managing the Company's ~~internal audit function~~balance sheet			5%20%
	The effectiveness in communicating Camden vision, strategy and culture to employees			5%10%
Overall Achievement - 95%

			The effectiveness in managing various Company strategic and business programs		30%
			Same property NOI performance, and achievement of departmental and operational budgets		25%
			The effectiveness of utilizing strengths to manage certain Company human capital initiatives		20%
			The effectiveness in training, mentoring and developing personnel and managing business processes to maximize customer sentiment		15%
			The effectiveness in developing and promoting corporate culture to employees		10%
			Overall Achievement - 95%

			The effectiveness in consummating acquisitions and dispositions		~~30%~~25%
			Yields on developments and completion of developments in accordance with applicable budgets		~~20%~~25%
			The addition of new projects to the development pipeline		20%
			The commencement of construction of budgeted new development projects		20%
			~~The addition of new projects to the development pipeline~~		~~20%~~
			The achievement of departmental budgets,	5%
~~The effectiveness in~~ and communicating corporate culture to employees	5%10%
Overall Achievement - 86%



		~~2020 Proxy Statement 32~~



~~Table of Contents~~

As described above, each of the Named Executive Officers elected to receive 50% of the executive's annual bonus in the form of a share award. The following table shows each Named Executive Officer's total ~~2019~~ annual bonus for 2022 before the share award conversion and the portion of each Named Executive Officer's ~~2019~~ annual bonus paid for 2022 that was paid in cash, with the balance having been converted to a share award as described above.


						2023 Proxy Statement 39

Named Executive Officer Total 2019 Annual Bonus Portion of 2019 Annual Bonus Paid in Cash
Richard J. Campo $ 1,627,921
$ 813,961
D. Keith Oden 1,627,921
813,961
H. Malcolm Stewart 1,201,700
600,850
Alexander J. Jessett 1,098,500
549,250
William W. Sengelmann 882,300
441,150


Table of Contents


Named Executive Officer	Total Annual Bonus for 2022		Portion of Annual Bonus for 2022 Paid in Cash
Richard J. Campo	$	3,823,546	$	1,911,773
D. Keith Oden	3,823,546		1,911,773
Alexander J. Jessett	1,864,084		932,042
Laurie A. Baker	1,619,326		809,663
William W. Sengelmann	1,174,341		587,171

The amounts of the annual bonus paid to each Named Executive Officer in the form of cash and share awards are set forth in the table below under ~~“2019~~“2022 Compensation Decisions” in the columns under “Annual Bonus.” (page 3542). In accordance with SEC rules, the portion of the annual bonus paid in cash is reported in the Summary Compensation Table (page 3846) in the column under “Non-Equity Incentive Plan Compensation” for ~~2019,~~2022, while the portion of the annual bonus paid in shares will be reported in the Summary Compensation Table in the proxy statement for the Company’s ~~2021~~2024 annual meeting in the column under “Stock Awards” because the shares are not issued until ~~2020.~~2023.

Performance Award. The compensation program provides for an additional award linked to corporate annual performance. The objective of the award program is to reward individuals for the achievement of specific corporate goals, which the Compensation Committee believes correlate closely with growth of long-term shareholder value. ~~These goals are outlined on page~~ 31 ~~under Performance Criteria.~~

~~The~~Under this performance award program, the Named Executive Officers ~~are~~have been awarded notional common shares, which do not represent actual common shares, the number of which is based upon their position with the ~~Company and is set forth in the table below.~~Company. The notional shares expire on the tenth anniversary of the date of ~~grant. The number~~grant, and are automatically renewed for a new ten year period, subject to approval by the Compensation Committee, on the date of ~~notional shares held by each~~expiration. Each Named Executive Officer ~~in 2019 was~~held the same notional shares as in ~~2018. No Named Executive Officer received any~~2021, except Mr. Jessett and Ms. Baker, who each were awarded an additional 10,000 notional shares in ~~2019. The~~2022.The holders of notional shares receive an annual cash payment equal to their number of notional shares multiplied by a percentage, determined based on Company performance as described below, of the actual ~~dividend rate~~dividends declared during the year for ~~holders~~Company common shares.

Listed below are the Company performance goals which were established for 2022 and utilized by the Compensation Committee to determine 2022 annual performance awards for the Named Executive Officers, along with the weightings assigned to each goal and the Company’s achievement of the ~~Company’s common shares based~~2022 performance goals.


	Weight	Threshold Goal (75% Payout)	Target Goal (100% Payout)	Maximum (150% Payout)	Actual Performance	Achievement
FFO per share	35%	$6.26	$6.41	$6.56	$6.59	150%

Same property NOI growth	30%	10.50%	12.00%	13.50%	14.65%	150%

Net Debt/Adjusted EBITDA Ratio	20%	4.55 x	4.30 x	4.05 x	4.09 x	141%

Underwritten Yields on Acquisitions/Developments1	15%	4.09%	4.34%	4.59%	4.68%	150%

Total	100%					148%

Based on the achievements and weightings described above, the Compensation Committee determined the overall achievement percentage of ~~corporate~~Company performance ~~goals.~~for 2022 was 148%.

1Based on Camden North End II, RiNo, Downtown, Cypress Creek II, Franklin Park, Music Row, Central, and Greenville.


						2023 Proxy Statement 40


Table of Contents

Based on the weighted achievement level of corporate goals under the performance award program being 148%, each of the Named Executive Officers received the following cash payments in ~~2020~~2023 under the Performance Award Program for performance in ~~2019~~2022 based on the following number of notional shares held by the ~~Named~~named Executive Officer:


Named Executive Officer	Number of Notional Shares	2022 Cash Payments
Richard J. Campo	60,000	$	333,888
D. Keith Oden	60,000	333,888
Alexander J. Jessett	45,000	250,416
Laurie A. Baker	45,000	250,416
William W. Sengelmann	35,000	194,768

Named Executive Officer Number of Notional Shares 2019 Cash Payments
Richard J. Campo 60,000
$ 284,400

D. Keith Oden 60,000
284,400

H. Malcolm Stewart 50,000
237,000

Alexander J. Jessett 35,000
165,900

William W. Sengelmann 35,000
165,900

These cash payments are reflected in the table below under ~~“2019~~“2022 Compensation Decisions” in the column entitled “Performance Award” (page 3542), and are included in the column entitled ~~“Non-Equity~~"Non-Equity Incentive Plan ~~Compensation”~~Compensation" of the Summary Compensation Table (page 3846).

Long-Term Incentive Compensation

Purpose. The long-term incentive program provides annual awards in the form of share awards and/or share options, which vest over time, subject to Retirement Eligibility. The objective of the program is to align compensation for the Named



		~~2020 Proxy Statement 33~~



~~Table of Contents~~

Executive Officers over a multi-year period directly with the interests of shareholders by motivating and rewarding creation and preservation of long-term shareholder value. To further this objective, we have adopted Share Ownership Guidelines as described on page 1623 above that provide for the Named Executive Officers to own a specified level of our shares. In determining the levels of long-term incentives to award the Named Executive Officers, the Compensation Committee considers the factors discussed on page 2735under Competitive Considerations.

Equity-Based Awards. Share and option awards reward shareholder value creation in slightly different ways. Option awards (which have exercise prices equal to the fair market value of the Company’s common shares on the date of grant) reward the Named Executive Officers only if the share price increases from the date of grant. Share awards are impacted by all share price changes, so the value to the Named Executive Officers is affected by both increases and decreases in share price from the market price at the date of grant.

Long-Term Compensation Awards. In February ~~2020,~~2023, the Compensation Committee awarded share awards to each Named Executive ~~Officer.~~Officer due to the strong operating results in 2022 discussed above.

As described above, each Named Executive Officer also elected to receive a portion of his or her annual bonus for ~~2019~~2022 in the form of a share award (with the balance of the bonus being paid in cash as reflected in the table on page 3946). The number ~~of shares subject to each annual bonus share award and each 2019 annual share award granted by the Company is set forth below.~~o



						2023 Proxy Statement 41


Table of Contents

f shares subject to each annual bonus share award and each 2022 annual share award granted by the Company is set forth below.

Named Executive Officer

Grant

Date

Number of Shares

Award Type

Richard J. Campo¹

2/~~19/20~~22/23

~~9,892~~9,913

Share Award

2/~~19/20~~22/23

~~10,364~~24,394

Annual Bonus-Share Award

D. Keith Oden1

2/~~19/20~~22/23

~~9,892~~9,913

Share Award

2/~~19/20~~22/23

~~10,364~~24,394

Annual Bonus-Share Award

~~H. Malcolm Stewart~~¹

Alexander J. Jessett

2/~~19/20~~22/23

~~7,192~~6,295

Share Award

2/~~19/20~~22/23

~~7,651~~11,893

Annual Bonus-Share Award

~~Alexander J. Jessett~~Laurie A. Baker

2/~~19/20~~22/23

~~4,584~~3,417

Share Award

2/~~19/20~~22/23

~~6,994~~10,331

Annual Bonus-Share Award

William W. Sengelmann

2/~~19/20~~22/23

~~3,707~~5,416

Share Award

2/~~19/20~~22/23

~~5,617~~7,492

Annual Bonus-Share Award

¹ Messrs. Campo and ~~Stewart~~Oden became Retirement Eligible in 2019 and ~~2016,~~2021, respectively, and all new share awards granted to either of them vest on date of grant. None of the other Named Executive Officers are currently Retirement Eligible.

The grant date fair values of the annual bonus and other share awards granted in February ~~2020~~2023 will be included in the Summary Compensation and Grants of Plan-Based Awards tables in the proxy statement for the ~~2021~~2024 annual meeting of shareholders.

In February ~~2019,~~2022, the Compensation Committee also approved annual bonus and annual bonus share awards for each of the Named Executive Officers based on ~~2018~~2021 performance. These awards are described in the Company’s proxy statement for its ~~2019~~2022 annual meeting. Pursuant to SEC rules, the grant date fair values of the annual bonus and other share awards granted in February ~~2019~~2022 are included in the Summary Compensation and Grants of Plan-Based Awards tables below in this proxy statement as ~~2019~~2022 compensation.

Subject to the Retirement Eligible designation and the acceleration of awards as described under “Potential Payments Upon Termination or Change in Control” below, (i) share awards made in ~~2019~~2022 and ~~2020~~2023 vest in three equal annual installments beginning on February 15^th in the year following the year of grant; and (ii) annual bonus share awards vest 25% immediately on the date of grant and 25% ~~in three equal annual installments beginning~~ on February 15^th in of each of the ~~year following the year of grant.~~next three years. As noted above, the price used to determine the number of shares subject to the annual bonus share awards is two-thirds of our share price at the time the ~~shares are issued~~share award is granted (i.e., the value of the shares at the time of grant is 150% of the value of the portion of the annual bonus the Named Executive Officer would have otherwise received if a cash payment had been elected).



		~~2020 Proxy Statement 34~~



~~Table of Contents~~

~~2019~~2022 Compensation Decisions

The table below presents the ~~2019~~2022 compensation for each Named Executive Officer in the manner the Compensation Committee considers compensation for the Named Executive Officers, as explained below. This table differs from compensation reported in the ~~2019~~2022 Summary Compensation Table in that it reflects the value of our Named Executive Officers’ long-term equity incentive awards as compensation for the year immediately prior to the year in which they are granted, rather than the year in which they were granted (e.g., long-term compensation awards granted in February ~~2020~~2023 are shown in the table below as ~~2019~~2022 compensation) as the Compensation Committee considers them to be compensation for the just-completed year. While compensation reported in the ~~2019~~2022 Summary Compensation Table is useful, the disclosure rules of the SEC do not take into account the retrospective nature of our executive compensation program and therefore create a one-year lag between the value of our Named Executive Officers’ long-term compensation awards and the year to which the Compensation Committee believes they relate (e.g., long-term equity incentive awards granted in February ~~2020~~2023 will not, in accordance with the SEC’s rules, be shown in the Summary Compensation Table


						2023 Proxy Statement 42


Table of Contents

until our ~~2021~~2024 Proxy Statement as ~~2020~~2023 compensation). This table supplements, and does not replace, the ~~2019~~2022 Summary Compensation Table on page 3846.


			Annual Bonus						Long-Term Compensation
Name	Salary		Cash Bonus		Share Award (1)		Performance Award		Share Award (1)		Total
Richard J. Campo	$	700,000	$	1,911,773	$	2,867,759	$	333,888	$	1,165,372	$	6,978,792
D. Keith Oden	700,000		1,911,773		2,867,759		333,888		1,165,372		6,978,792
Alexander J. Jessett	591,727		932,042		1,398,141		250,416		740,040		3,912,366
Laurie A. Baker	534,762		809,663		1,214,512		250,416		401,703		3,211,056
William W. Sengelmann	512,091		587,171		880,760		194,768		636,705		2,811,495

(1)The dollar amount reported is the aggregate grant date fair value of share awards granted in February 2023 computed in accordance with ASC 718, Compensation-Stock Compensation. Assumptions used in the calculation of these amounts are included in note 11 to the Company's audited consolidated financial statements for the year ended December 31, 2022 included in its Annual Report on Form 10-K for the year ended December 31, 2022.


~~(b)~~			~~Benefits: In the case~~ Table of ~~a termination due to disability, the Named Executive Officer will continue to receive all benefits provided under any long-term disability program of the Company.~~Contents


~~(c)~~	Vesting: Each executive will become fully vested in the unvested portion of any award made to the Named Executive Officer made with respect to any retirement, pension, profit sharing, long-term incentive or other similar plan.

~~(3)~~

In the case of Messrs. Campo, Oden and Stewart, the following benefits are triggered upon a change in control regardless of termination. In the case of all other Named Executive Officers, the following benefits are triggered upon termination by reason of a change in control (except in the case of vesting of awards). In the case of Messrs. Campo and Oden, the following benefits are subject to the executive signing a general release of claims in favor of the Company:


~~(a)~~	Severance: In the case of Messrs. Jessett and Sengelmann, a lump sum equal to 2.99 times his respective average annual salary over the previous three taxable years and, in the case of Messrs. Campo, Oden and Stewart, a lump sum equal to 2.99 times the greater of his respective current annual total compensation or his average annual total compensation over the previous three taxable years.


~~(b)~~	Benefits: The Named Executive Officer will continue to receive health and welfare benefits, as if the Named Executive Officer had not been terminated, until one year after termination, subject to offset if the executive receives comparable benefits from a new employer during such period.


~~(c)~~	Vesting: Each executive will become fully vested in the unvested portion of any award made to the Named Executive Officer made with respect to any retirement, pension, profit sharing, long-term incentive or other similar such plans.


~~(4)~~	~~Pursuant to the Company’s 2011 Share Incentive Plan, as amended, in connection with a change in control, all unvested options and share awards will be fully vested.~~

~~(5)~~

The amounts represent the benefit of acceleration of unvested options and share awards based upon the Company’s share price as of December 31, 2019. For options, this value is calculated by multiplying the amount (if any) by which the closing price of our common shares on the last trading day of the fiscal year exceeds the exercise price of the award by the number of shares subject to the accelerated portion of the award. For share awards, this value is calculated by multiplying the closing price of our common shares on the last trading day of the fiscal year by the number of shares subject to the accelerated portion of the award.

~~(6)~~

The employment agreement for each of these Named Executive Officers provides that, if the payments and benefits received by the executive in connection with a change in control of the Company resulted in the imposition of excise taxes under Sections 280G and 4999 of the Code, the executive will be entitled to an additional payment from the Company such that the executive would receive the same amount on an after-tax basis as if the excise taxes had not applied.

CEO Compensation Pay Ratio

Pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we are required to disclose ~~in this proxy statement~~ the ratio of the total annual compensation of ~~our~~Camden's CEO to the median of the total annual compensation of all of our employees (excluding our CEO). Based on SEC rules for this disclosure and applying the methodology described below, we have



		~~2020 Proxy Statement 46~~



~~Table of Contents~~

determined that our CEO’s total compensation for ~~2019~~2022 was ~~$4,053,465,~~$6,176,567, and the median of the total ~~2019~~2022 compensation of all of our employees (excluding our CEO) was ~~$54,107.~~$63,698. Accordingly, we estimate the ratio of our CEO’s total compensation for ~~2019~~2022 to the median of the total ~~2019~~2022 compensation of all of our employees (excluding our CEO) to be 7597 to 1.

We identified the median employee by taking into account the total cash compensation paid for ~~2019~~2022 for all individuals, excluding our CEO, who were employed by us or one of our affiliates on December 1, ~~2019,~~2022, the first day of the last month of our fiscal year. We included all employees, whether employed on a full-time, part-time, or seasonal basis. We did not make any assumptions, adjustments, or estimates with respect to their total cash compensation for ~~2019,~~2022, and we did not annualize the compensation for any employees who were not employed by us for all of ~~2019.~~2022. We believe total cash compensation for all employees is an appropriate measure because we do not distribute annual equity awards to all employees.

Once the median employee was identified as described above, that employee’s total annual compensation for ~~2019~~2022 was determined using the same rules that apply to reporting the compensation of our Named Executive Officers (including our CEO) in the “Total” column of the Summary Compensation Table. The total compensation amounts included in the first paragraph of this pay-ratio disclosure were determined based on that methodology.

Pay Versus Performance

The following summarizes the relationship between the total compensation paid to our CEO and other Non-CEO Named Executive Officers ("Non-CEO NEOs") and our financial performance:


					Average Summary Compensation Table Total for Non-CEO NEO's (2)		Average Compensation Actually Paid to Non-CEO NEO's (3)		Value of Initial Fixed $100 Investment Based On:
Year (1)	Summary Compensation Table Total For CEO (2)		Compensation Actually Paid to CEO (3)						Total Shareholder Return (4)		FTSE NAREIT Equity Total Shareholder Return (4)		Net Income (In thousands) (5)		FFO/Share (6)
2022	$	6,176,567	$	6,176,567	$	3,674,346	$	2,964,322	$	115.31	$	99.66	$	661,508	$	6.59
2021	4,285,423		4,285,423		3,682,054		4,592,404		179.00		131.78		312,376		5.39
2020	3,867,431		3,867,431		2,808,294		3,304,525		97.72		92.00		128,579		4.90

(1) Individuals included for the applicable years are as follows:


Year	CEO	Non-CEO NEO's
2022	Richard J. Campo	D. Keith Oden, Alexander J. Jessett, Laurie A. Baker, William W. Sengelmann
2021	Richard J. Campo	D. Keith Oden, H. Malcolm Stewart,(a) Alexander J. Jessett, William W. Sengelmann
2020	Richard J. Campo	D. Keith Oden, H. Malcolm Stewart,(a) Alexander J. Jessett, William W. Sengelmann

(a) Mr. Stewart retired as President and Chief Operating Officer effective December 31, 2021.

(2) See the Summary Compensation Table on page 46 for a detail of the summary compensation for the CEO. The average compensation for the Non-CEO NEOs for 2022 was calculated from the Summary Compensation Table on page 46 for 2022. The average compensation for the Non-CEO NEOs for 2021 and 2020 was calculated from the Summary Compensation Table as disclosed in the 2022 Proxy.

(3) Mr. Campo became Retirement Eligible in 2019, and therefore all share awards granted to him fully vest on the date of grant.Accordingly, there is no change between the amount in the Summary Compensation Table and the actual


						2023 Proxy Statement 54


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compensation paid to the CEO. The table below provides the adjustments to the Summary Compensation Table total compensation made to arrive at the average compensation actually paid to the average for Non-CEO NEOs:


	2022		2021		2020
Deductions for the average equity award amounts included in the “Stock Awards” column of the Summary Compensation Table	$	(1,769,167)	$	(1,614,532)	$	(1,649,370)
Plus the average year-end value of awards granted in the covered fiscal year which were outstanding and unvested at the end of the covered fiscal year	568,966		947,853		884,667
Plus/(less) the amount equal to the change in average value as of the end of the covered fiscal year as compared to the end of the prior fiscal year for awards which were granted in prior years and were outstanding and unvested as of the covered fiscal year	(394,170)		366,214		(75,398)
Plus the average vesting date value of awards which were granted and vested during the same covered fiscal year	936,314		614,464		1,126,588
Plus/(less) the amount equal to the change in average value as of the vesting date from the end of the prior fiscal year for awards which were granted in prior years and vested in the covered fiscal year	(93,275)		546,500		139,781
Plus the average amount of dividends paid on outstanding and unvested shares during the covered fiscal year	41,308		49,851		69,963
Total adjustments	$	(710,024)	$	910,350	$	496,231

(4) Total Shareholder Return represents the return on a fixed investment of $100 in the Company's (or FTSE NAREIT Equity's) stock for the period beginning on the last trading day of 2019 through December 31, 2022, and assumes the quarterly reinvestment of dividends. FTSE NAREIT Equity is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the Company's Annual Report on 10-K for the year ended December 31, 2022. The following graph shows the relationship between compensation actually paid and total shareholder return for the Company and the peer group.


						2023 Proxy Statement 55


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(5) The following graph compares the compensation actually paid to our CEO and the average of the compensation actually paid to our Non-CEO NEOs to net income.

(a) Net Income includes a $174.4 million gain on sale of two operating properties.

(b) Net Income includes a $474.1 million gain on the acquisition of unconsolidated joint venture interests, and a $36.4 million gain on sale of one operating property.

(6) We consider FFO per share to be a key metric used in determining the CEO's and other Named Executive Officers performance bonus. A reconciliation of net income attributable to common shareholders to FFO and diluted EPS to FFO diluted per share for the years ended December 31, 2022 and 2021 is contained in either the Company’s 2022 Annual Report on Form 10-K filed on February 23, 2023 or in its earnings release furnished on a Current Report on Form 8-K filed on February 2, 2023. A reconciliation for 2020 is contained in either the Company's 2021 Annual Report on Form 10-K filed on February 17, 2022 or in its earnings release furnished on a Current Report on Form 8-K filed on February 3, 2022. The following graph compares the compensation actually paid to our CEO and the average of the compensation actually paid to our Non-CEO NEOs to FFO per share. The graph below illustrates the correlation


						2023 Proxy Statement 56


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between compensation actually paid and FFO per share, the most important financial metric linking the Company's financial performance with compensation.

The following are the financial performance measures the Company considers most important in linking the compensation actually paid to its executives for 2022:


Year	FFO/Share		Same Property NOI growth (1)		Net Debt/Adjusted EBITDA (2)		Weighted Average Yields (3)
2022	$	6.59	14.6	%	4.1	x	4.6	%
2021	$	5.39	4.8	%	4.4	x	7.1	%
2020	$	4.90	(0.4)	%	4.5	x	5.5	%

(1) Same Property NOI growth illustrates our ability to grow in current markets. A reconciliation of net income to NOI and same property net operating income for the years ended December 31, 2022 and 2021 is contained in the Company’s 2022 Annual Report on Form 10-K filed on February 23, 2023 and its earnings release furnished on a Current Report on Form 8-K filed on February 2, 2023. A reconciliation for 2020 is contained in the Company's 2021 Annual Report on Form 10-K filed on February 17, 2022 and its earnings release furnished on a Current Report on Form 8-K filed on February 3, 2022.

(2) In an effort to maintain appropriate and manageable levels of debt, the Company utilizes the Net Debt/Adjusted EBITDA Ratio as a key metric. The Company considers Adjusted EBITDA to be an appropriate supplemental measure of operating performance to net income attributable to common shareholders because it represents income before non-cash depreciation and the cost of debt, and excludes gains or losses from property dispositions. A reconciliation of net income attributable to common shareholders to Adjusted EBITDA for the years ended December 31, 2022 and 2021 is contained in the Company's earnings release furnished on a Current Report on Form 8-K filed on February 2, 2023. A reconciliation for 2020 is contained in its earnings release furnished on a Current Report on Form 8-K filed on February 3, 2022.

(3) We continually assess our properties and future growth opportunities. The performance of our individual properties is extremely important. As such, weighted average yields from stabilized acquisitions/developments are a key metric.


						2023 Proxy Statement 57


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Equity Compensation Plans

~~The Company~~Camden currently maintains two active equity compensation plans: the 2018 Share Incentive Plan (the "2018 Share Plan") and the 2018 Employee Share Purchase Plan (the "2018 ESPP"). ~~The Company also maintains the 2011 Share Incentive Plan (the~~ ~~"2011 Share Plan"), although no new awards may be granted under the 2011 Share Plan. Each of these~~These plans ~~has~~have been approved by ~~the Company’s~~Camden’s shareholders. The following table gives information about ~~the Company's~~Camden's equity compensation plans as of December 31, ~~2019.~~2022.


Plan category	Number of Common Shares to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights			Number of Common Shares remaining available for future issuance under equity compensation plans (excluding shares reflected in the first column)
Equity compensation plans approved by shareholders	2,098,264	(1)	$	—	(2)	2,112,800	(3)
Equity compensation plans not approved by shareholders	N/A		N/A			N/A
Total	2,098,264		$	—		2,112,800

Plan category Number of Common Shares to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of Common Shares remaining available for future issuance under equity compensation plans (excluding shares reflected in the first column)
Equity compensation plans approved by shareholders 2,232,316
⁽¹⁾
$ —
⁽²⁾
2,659,985
⁽³⁾
Equity compensation plans not approved by shareholders N/A
N/A
N/A

Total 2,232,316
$ —
2,659,985


~~(1)~~	~~This number of shares includes~~ 1,383,917 shares of our common stock subject to stock options deferred under Company deferred compensation plans, and 848,399 shares of our common stock subject to outstanding Restricted Share Units (RSUs), the payment of which has been deferr~~ed under Company deferred compensation programs.~~


~~(2)~~	~~The weighted-average exercise price of outstanding options is calculated exclusive of RSUs and exclusive of options that have been deferred under Company deferred compensation programs.~~

~~(3)~~

Of the aggregate number of shares that remained available for future issuance, 2,189,978 were available under the 2018 Share Plan and 470,007 were available under the 2018 ESPP. The shares available for awards under the 2018 Share Plan are, subject to certain other limits under the plan, generally available for any type of award authorized under the 2018 Share Plan, including stock options, stock appreciation rights, restricted stock awards, stock bonuses and other stock-based awards. No new awards may be granted under the 2011 Share Plan.

(1)This number of shares includes 1,079,562 shares of our common share subject to share options deferred under Company deferred compensation plans, and 1,018,702 shares of our common share subject to outstanding Restricted Share Units (RSUs), the payment of which has been deferred under Company deferred compensation programs.

(2)There are currently no outstanding options under Company deferred compensation programs.



		~~2020 Proxy Statement 47~~

(3)Of the aggregate number of shares that remained available for future issuance, 1,710,499 were available under the 2018 Share Plan and 402,301 were available under the 2018 ESPP. The shares available for awards under the 2018 Share Plan are, subject to certain other limits under the plan, generally available for any type of award authorized under the 2018 Share Plan, including stock options, stock appreciation rights, restricted stock awards, stock bonuses and other stock-based awards.



~~Table of Contents~~

~~PROPOSAL 1 - ELECTION OF TRUST MANAGERS~~

In addition to fulfilling the criteria described above, each nominee also brings a strong background and set of skills to the Board, giving the Board as a whole competence and experience in a wide variety of areas, including corporate governance and Board service, executive management, education, media and technology enterprises, private equity investment, financial institutions and multifamily and related businesses. Set forth on the following pages are the conclusions reached by the Board with regard to its nominees.

There are currently eleven Trust Managers on the Board. William B. McGuire, Jr. will retire from the Board effective as of the time of the 2020 annual meeting of shareholders as a result of the Company's mandatory Trust Manager retirement policy. The Nominating and Corporate Governance Committee of the Board nominated, and the Board determined to recommend, each of the other ten current Trust Managers for election at the annual meeting. No nominee was selected for nomination at the 2020 annual meeting as a result of any arrangement or understanding between that nominee and any other person.

Trust managers elected at the meeting will hold office for a one-year term. Unless you withhold authority to vote for one or more nominees, the persons named as proxies intend to vote for election of the ten nominees.

All nominees have consented to serve as Trust Managers. The Board has no reason to believe any of the nominees will be unable to act as Trust Manager. However, if a Trust Manager is unable to stand for election, the Board may either reduce the size of the Board or the Nominating and Corporate Governance Committee may designate a substitute. If a substitute nominee is named, the proxies will vote for the election of the substitute.

~~Set forth below are the nominees, together with their age, biographical information and directorships held at public companies during the past five years.~~



~~Richard J. Campo~~
	Mr. Campo has been Chairman of the Board and CEO of the Company since 1993 and currently also serves as the Chair of our Executive Committee. He co-founded Camden’s predecessor companies in 1982, and prior to that worked in the finance department of Century Development Corporation. Mr. Campo holds a Bachelor’s Degree in Accounting from Oregon State University. Mr. Campo was nominated to serve on our Board because of his extensive financial and commercial real estate experience, and his knowledge of the Company as a co-founder and longtime director. He has proven leadership ability and strong skills in corporate finance, capital markets, strategic planning, mergers and acquisitions, and other public company matters. In addition, his experience in serving as a director of other private, and not-for-profit companies has provided him with expertise in corporate governance.
~~Age~~	65
~~Trust Manager Since~~	~~1993~~
~~Other Current Directorships~~	~~None~~
~~Past Directorships~~	~~None in the past five years~~



		~~2020 Proxy Statement 48~~



~~Table of Contents~~



~~Heather J. Brunner~~
	Ms. Brunner has been a Trust Manager since 2017 and currently serves as Chair of our Nominating and Corporate Governance Committee and member of our Audit Committee. Ms. Brunner has been Chief Executive Officer and Chairwoman of WP Engine, Inc., a private cloud content management services company, since October 2013, and served as its Chief Operating Officer from May 2013 to October 2013. From 2009 through May 2013, she served as Chief Operating Officer of Bazaarvoice, a market leader in commerce solutions. Prior to that, Ms. Brunner served as Senior Vice President of Bazaarvoice, Chief Executive Officer of Nuvo, a wholly owned subsidiary of Trilogy, and Chief Operating Officer for B-Side Entertainment, a privately funded entertainment technology company. Prior to that, she held a variety of other management roles at Coremetrics, Trilogy, Concero, Oracle and Accenture. Ms. Brunner holds a Bachelor’s Degree in International Economics from Trinity University. Ms. Brunner was nominated to serve on our Board because of her extensive experience in technology and innovation, and her strong skills in operations and client services. She has substantial executive and leadership experience, and her roles as CEO and COO at various companies has provided her expertise in the area of corporate governance.
~~Age~~	51
~~Trust Manager Since~~	~~2017~~
~~Other Current Directorships~~	~~None~~
~~Past Directorships~~	~~None in the past five years~~



~~Mark D. Gibson~~
	Mr. Gibson has been a Trust Manager since 2020. Mr. Gibson currently serves as Chief Executive Officer, Capital Markets, Americas of Jones Lang LaSalle, Inc., a real estate services and investment management firm. He previously served as Executive Managing Director, Vice Chairman and Chief Executive Officer of HFF, Inc. (formerly Holliday Fenoglio & Company and acquired by Jones Lang LaSalle) from 2014 to 2019, and he served as Director and Vice Chairman from 2006-2014. Prior to that Mr. Gibson was a founding partner of HFF LP and served as the company’s Executive Managing Director from 2003 to 2006 and Co-Head, Dallas Office and Senior Vice President from 1993 to 2010. Mr. Gibson received his Bachelor of Business Administration from University of Texas at Austin. Mr. Gibson was nominated to serve on our Board because of his extensive experience in the real estate industry, having previously served as Chairman of both the Texas Real Estate Council of Dallas, as well as the UT Real Estate Finance and Investment Center. As Mr. Gibson is routinely involved in large-scale public company M&A activity, he has keen insight on business and strategic outlooks. He has considerable executive and leadership experience, and his position as CEO and Chairman at various businesses has provided him expertise in corporate governance.
~~Age~~	61
~~Trust Manager Since~~	~~2020~~
~~Other Current Directorships~~	~~None~~
~~Past Directorships~~	~~HFF, Inc. (2006-2019)~~



		~~2020 Proxy Statement 49~~



~~Table of Contents~~



~~Scott S. Ingraham~~
	Mr. Ingraham has been a Trust Manager since 1998 and currently serves on our Audit, Compensation, Nominating and Corporate Governance, and Executive Committees. Mr. Ingraham is the co-owner of Zuma Capital, a firm engaged in private equity and angel investing. He was the co-founder, Chairman and CEO of Rent.com, an Internet-based residential real estate site, from 1999 until 2005 when it was sold to eBay. Mr. Ingraham previously served as the President and CEO of Oasis Residential, Inc., a public apartment REIT, working there from 1992 until the company’s merger with Camden Property Trust in 1998. Prior to 1992 he worked in the areas of real estate finance, mortgage, and investment banking. Mr. Ingraham holds a Bachelor’s Degree in Business Administration from the University of Texas at Austin. Mr. Ingraham was nominated to serve on our Board because of his extensive financial, REIT and commercial real estate knowledge. In addition, his experience in serving as both an executive and a director of other public and private companies has provided him with expertise in corporate governance.
~~Age~~	66
~~Trust Manager Since~~	~~1998~~
~~Other Current Directorships~~	~~Kilroy Realty, Inc. (office property REIT)~~ ~~RealPage, Inc. (property management software)~~
~~Past Directorships~~	~~None in the past five years~~



~~Renu Khator~~
	Dr. Khator has been a Trust Manager since 2017 and currently serves as Chair of our Compensation Committee and member of our Audit Committee. Dr. Khator has been Chancellor of the University of Houston System and President of the University of Houston since January 2008. She was Provost and Senior Vice President of the University of South Florida from 2003 through 2007. Prior to this date, she served in a variety of roles at the University of South Florida. Dr. Khator holds a Bachelor’s Degree in Liberal Arts from Kanpur University in India, a Master’s Degree in Political Science from Purdue University and a Ph.D in Political Science and Public Administration from Purdue University. Dr. Khator was nominated to serve on our Board because of her considerable experience in education and administration. She has strong skills in communication, international relations and proven leadership ability. Her experience in serving as a director of several other governmental and private entities has provided her with expertise in corporate governance.
~~Age~~	64
~~Trust Manager Since~~	~~2017~~
~~Other Current Directorships~~	~~None~~
~~Past Directorships~~	~~None in the past five years~~



		~~2020 Proxy Statement 50~~



~~Table of Contents~~



~~D.Keith Oden~~
	Mr. Oden has been Executive Vice Chairman of the Board since July 2019, and a Trust Manager since 1993. Prior to his appointment as Executive Vice Chairman of the Board, he served as President of the Company since 1993. He co-founded Camden’s predecessor companies in 1982, and prior to that served as Director of Financial Planning at Century Development Corporation, and a Management Consultant with Deloitte, Haskins and Sells. Mr. Oden holds both a Bachelor’s Degree in Business Administration and an MBA from the University of Texas at Austin. Mr. Oden was nominated to serve on our Board because of his extensive financial and commercial real estate experience, and his knowledge of the Company as a co-founder and longtime director. He has proven leadership ability and strong skills in corporate finance, capital markets, strategic planning, mergers and acquisitions, and other public company matters. In addition, Mr. Oden is a member of the Executive Council of the Center for Real Estate Finance at the University of Texas, serving as an advisor, guest lecturer, and panelist for the faculty and students pursuing their MBAs in real estate finance.
~~Age~~	63
~~Trust Manager Since~~	~~1993~~
~~Other Current Directorships~~	~~None~~
~~Past Directorships~~	~~None in the past five years~~



~~William F. Paulsen~~
	Mr. Paulsen has been a Trust Manager since 2005. Mr. Paulsen is a Private Investor who previously served as a Founder, CEO and Co-Chairman of the Board of Directors of Summit Properties, Inc. until the company’s merger with Camden Property Trust in 2005. Prior to Summit, he was a Director of the MBA Program at The University of North Carolina at Chapel Hill. Mr. Paulsen holds both a Bachelor’s Degree in Business Administration and an MBA from The University of North Carolina at Chapel Hill. Mr. Paulsen was nominated to serve on our Board because of his extensive financial and commercial real estate knowledge. He has demonstrated his commitment to boardroom excellence by completing the National Association of Corporate Directors (NACD) comprehensive program of study for directors and corporate governance professionals. He is a NACD Board Leadership Fellow. In addition, his experience in serving as both an executive and a director of other public, private, and not-for-profit companies has provided him with expertise in corporate governance.
~~Age~~	73
~~Trust Manager Since~~	~~2005~~
~~Other Current Directorships~~	~~None~~
~~Past Directorships~~	~~None in the past five years~~



		~~2020 Proxy Statement 51~~



~~Table of Contents~~



~~Frances Aldrich Sevilla-Sacasa~~
	Ms. Aldrich Sevilla-Sacasa has been a Trust Manager since 2011 and currently serves as Chair of our Audit Committee. Ms. Aldrich Sevilla-Sacasa is a Private Investor and was CEO of Banco Itaú International, Miami, Florida, from April 2012 to December 2016. She served as Executive Advisor to the Dean of the University of Miami School of Business from August 2011 to March 2012, Interim Dean of the University of Miami School of Business from January 2011 to July 2011, President of U.S. Trust, Bank of America Private Wealth Management from July 2007 to December 2008, President and CEO of US Trust Company from early 2007 until June 2007, and President of US Trust Company from November 2005 until June 2007. She previously served in a variety of roles with Citigroup’s private banking business, including President of Latin America Private Banking, President of Europe Private Banking, and Head of International Trust Business. Ms. Sevilla-Sacasa holds a Bachelor of Arts Degree from the University of Miami and an MBA from the Thunderbird School of Global Management. Ms. Aldrich Sevilla-Sacasa was nominated to serve on our Board because of her considerable experience in financial services, banking and wealth management. In addition, her experience as a former President and CEO of a trust and wealth management company, and as a director of other corporate and not-for-profit boards has provided her with expertise in the area of corporate governance.
~~Age~~	64
~~Trust Manager Since~~	~~2011~~
~~Other Current Directorships~~	~~Callon Petroleum Company or its predecessor (oil and gas exploration and development)~~
~~Past Directorships~~	~~None in the past five years~~



~~Steven A. Webster~~
	Mr. Webster has been a Trust Manager since 1993 and currently serves on both our Compensation and Nominating and Corporate Governance Committees. Mr. Webster serves as the Managing Partner of AEC Partners, a private equity firm which invests in the energy industry, and continues to co-manage its predecessor partnerships, Avista Capital Partners Funds I-III, which he co-founded in 2005, focusing on investments in healthcare, energy and other industries. From 2000 until 2005, Mr. Webster served as the Chairman of Global Energy Partners, Ltd., an affiliate of CSFB Private Equity, which made private equity investments in the energy business. From 1998 to 1999, Mr. Webster was the CEO and President of R&B Falcon Corporation, an offshore drilling contractor, and prior to that, was Chairman and CEO of Falcon Drilling Company, which he founded in 1988. Mr. Webster has been a financial intermediary since 1979 and an active investor in the energy sector since 1984. Mr. Webster holds an MBA from Harvard University, and both a Bachelor of Science Degree in Industrial Management and an Honorary Doctorate in Management from Purdue University. Mr. Webster was nominated to serve on our Board because of his extensive financial knowledge and executive experience, and his business leadership skills from his tenure as CEO and/or director of several publicly-traded companies. He has strong skills in corporate finance, capital markets, investments, mergers and acquisitions, and complex financial transactions.
~~Age~~	68
~~Trust Manager Since~~	~~1993~~
~~Other Current Directorships~~	~~Callon Petroleum Company or its predecessor (oil and gas exploration and development)~~ ~~ERA Group, Inc. (helicopter operations and leasing)~~ ~~Oceaneering International, Inc. (subsea engineering)~~
~~Past Directorships~~	~~Hercules Offshore, Inc. (offshore drilling and liftboat services) (2004-2015)~~ ~~Basic Energy Services, Inc. (oil and gas wellsite services) (2001-2016)~~



		~~2020 Proxy Statement 52~~



~~Table of Contents~~



~~Kelvin R. Westbrook~~
	Mr. Westbrook has been a Trust Manager since 2008 and our Lead Independent Trust Manager and member of our Executive Committee since January 2017. Mr. Westbrook has been President and CEO of KRW Advisors, LLC, a privately-held company in the business of providing consulting and advisory services to telecommunications, media, and other industries, since 2007. Prior to that time, he served in a variety of roles at Millennium Digital Media Systems, LLC including Chairman, Chief Strategic Officer, President, and CEO. He previously was President and Chairman of LEB Communications, Inc., and Executive Vice President of Charter Communications. Prior to 1993, he was a Partner in the national law firm of Paul, Hastings, Janofsky & Walker. Mr. Westbrook holds a Bachelor of Arts Degree from University of Washington and a Juris Doctor Degree from Harvard University. Mr. Westbrook was nominated to serve on our Board because of his extensive legal, media, and marketing expertise. He has strong skills in law, corporate finance, mergers and acquisitions and telecommunications, and substantial executive and leadership experience. In addition, through his service on the boards of directors and board committees of other public companies and not-for-profit entities, Mr. Westbrook has gained in-depth knowledge and expertise in the area of corporate governance.
~~Age~~	64
~~Trust Manager Since~~	~~2008~~
~~Other Current Directorships~~	~~Archer-Daniels Midland Company (agribusiness-crop origination and transportation)~~ ~~T-Mobile USA, Inc. (mobile telecommunications)~~ ~~The Mosaic Company (agribusiness-crop nutrition)~~
~~Past Directorships~~	~~Stifel Financial Corp. (financial services) (2007 - 2018)~~

~~Required Vote~~

~~Each nominee must be elected by the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the annual meeting.~~



~~The Board recommends you vote FOR each of the nominees listed above.~~						2023 Proxy Statement 58



Table of Contents						~~2020 Proxy Statement 53~~



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~~When:~~	~~Wednesday, May 13, 2020 at 9:00 a.m. Central Time.~~

~~Where:~~	~~Camden Property Trust~~ ~~11 Greenway Plaza, 25~~^th ~~Floor~~ ~~Houston, Texas 77046~~

~~Matters to be Voted on:~~	ü ~~Elect ten Trust Managers to hold office for a one-year term.~~
	ü ~~Ratify Deloitte & Touche LLP as our independent registered public~~ ~~accounting firm for 2020.~~
	ü ~~Hold an advisory vote on executive compensation.~~
	ü ~~Act on any other matter which may properly come before the meeting.~~

~~Who Can Vote:~~	~~Shareholders who are holders of record of common shares at the close of business on March 16, 2020 will be entitled to vote at the annual meeting.~~

~~Contact:~~	~~Please contact Investor Relations at (800) 922-6336 or (713) 354-2787 with any questions.~~

		~~By Order of the Board of Trust Managers,~~
		~~/s/ Josh Lebar~~
		~~Josh Lebar~~ ~~Senior Vice President-General Counsel and Secretary~~ ~~March 24, 2020~~


ANNUAL MEETING PROPOSALS
						Board Recommends

PROPOSAL 1 Elect 10 Trust Managers to hold office for a one-year term						üFOR See Page ~~Table~~9

PROPOSAL 2 Hold an advisory vote on executive compensation						üFOR See Page 31

PROPOSAL 3 Ratify Deloitte & Touche as our independent registered public accounting firm for 2023						üFOR See Page 59

PROPOSAL 4 Hold an advisory vote on the frequency of ~~Contents~~future advisory votes on executive compensation						ü1 YEAR See Page 62

Other matters will be transacted as may properly come before the 2023 annual meeting of shareholders.

Proxy Voting Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, we urge you to submit your proxy or voting instructions as soon as possible to ensure your shares are represented at the Annual Meeting. If you vote at the Annual Meeting, your proxy or voting instructions will not be used.

Beneficial Owners If you own common shares held in the name of a broker, bank, or other agent at the close of business on March 16, 2023, please follow the instructions they provide on how to vote your shares. Alternatively, you may vote by telephone or over the Internet if permitted by your bank, broker, or other agent.
Please contact Investor Relations at (800) 922-6336 or (713) 354-2787 with any questions or if you have any technical difficulties or trouble accessing the virtual meeting, or if you are unable to locate your control number.

By Order of the Board of Trust Managers,
/s/ Joshua L. Lebar
Joshua L. Lebar Senior Vice President-General Counsel and Secretary March 24, 2023



LOGISTICS
¿			Date and Time Friday, May 12, 2023 at 9:00 a.m. Central Time
¶			Record Date Thursday, March 16, 2023
:			Place Our Annual Meeting will be a virtual meeting of shareholders. To participate, vote or submit questions during the Annual Meeting via live webcast, please visit: virtualshareholdermeeting.com/ CPT2023 and enter the control number found on your proxy card, voting instruction form or notice you may have previously received
*			Mailing Date The proxy materials are first being sent on or about March 24, 2023

HOW TO VOTE
Shareholders of Record
8			By Internet www.proxyvote.com virtualshareholdermeeting.com/ CPT2023
(			By Telephone 1-800-690-6903 (Toll free)
+			By Mail Complete your proxy card and cast your vote by pre-paid postage



	~~NOTICE OF ANNUAL MEETING OF SHAREHOLDERS~~
	~~NOTICE OF ANNUAL MEETING OF SHAREHOLDERS~~



	~~Important Notice Regarding Availability of Proxy Materials for our Annual Meeting of Shareholders to be held on May 13, 2020~~ ~~The proxy statement and annual report to shareholders are available at www.proxyvote.com and in the Investors' section of our website at www.camdenliving.com under “SEC Filings”.~~



	~~Important Notice Regarding COVID-19~~
	Given the public health and safety concerns related to COVID-19, Camden is currently contemplating the possibility of conducting a "virtual" shareholder meeting through the internet or other electronic means in lieu of an in-person meeting. We will notify you of any decision to conduct a "virtual" meeting and provide clear directions as to the logistical details of the "virtual" meeting, including how shareholders can remotely access, participate in, and vote at such meeting.



TABLE OF CONTENTS
TRUST MANAGERS’ LETTER TO SHAREHOLDERS	1	Determination of Compensation	27
TRUST MANAGERS’ LETTER TO SHAREHOLDERS	1	Elements of Total Annual Direct Compensation	29
Q&A WITH LEAD INDEPENDENT TRUST MANAGER	2	2019 Compensation Decisions	35
Q&A WITH LEAD INDEPENDENT TRUST MANAGER	2	Policy Regarding Clawback of Compensation	35
PROXY SUMMARY	3	Deferred Compensation Plans and Termination Payments	35
Meeting Agenda and Voting Recommendations	3	Deferred Compensation Plans and Termination Payments	35
Trust Manager Nominee Highlights	4	Employment Agreements	36
Governance Highlights	5	Compensation Policies and Practices Relating to Risk Management	36
2019 Business Highlights	6		36
Key Points on Our Executive Compensation Program	7	Compensation Tables	38
Key Compensation Practices	9	Summary Compensation Table	38
GOVERNANCE OF THE COMPANY	10	Grant of Plan Based Awards	41
Board Independence and Meetings	10	Employment Agreements	42
Board Leadership Structure; Board Role in Risk Oversight	10	Outstanding Equity Awards at Fiscal Year-End	42
Board Leadership Structure; Board Role in Risk Oversight	10	Stock Vested - Fiscal 2019	43
Executive Sessions	12	Non-Qualified Deferred Compensation	43
Board Meetings and Board Committees	12	Potential Payments Upon Termination or Change in Control	45
Consideration of Trust Manager Nominees	14	Potential Payments Upon Termination or Change in Control	45
Guidelines on Governance and Codes of Ethics	15	CEO Compensation Pay Ratio	46
Communication with the Board	16	Equity Compensation Plans	47
Share Ownership Guidelines	16	PROPOSAL 1 - ELECTION OF TRUST MANAGERS	48
Short Selling and Hedging Prohibition	17	PROPOSAL 1 - ELECTION OF TRUST MANAGERS	48
BOARD COMPENSATION	17	Required Vote	53
EXECUTIVE OFFICERS	20	AUDIT COMMITTEE INFORMATION	54
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	21	Report of the Audit Committee	54
	21	Independent Registered Accounting Firm Fees	55
EXECUTIVE COMPENSATION	24	Pre-Approval Policies and Procedures	56
Compensation Committee Report	24	PROPOSAL 2 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	56
Compensation Committee Interlocks and Insider Participation	24
Compensation Committee Interlocks and Insider Participation	24
Compensation Discussion and Analysis Overview	25	PROPOSAL 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION	57
Pay for Performance	25	PROPOSAL 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION	57
Key Executive Compensation Performance Metrics of Achievement	26	INFORMATION ABOUT VOTING AND THE ANNUAL MEETING	58
	26	INFORMATION ABOUT VOTING AND THE ANNUAL MEETING	58
Company's Compensation Philosophy	26	SHAREHOLDER PROPOSALS AND TRUST MANAGER NOMINATIONS	62
The Board of Trust Managers of Camden Property Trust (the “Company” or “Camden”) is soliciting proxies to be used at our annual meeting. The proxy materials are first being sent on or about March 24, 2020 to all shareholders of record as of March 16, 2020, which is the record date for the annual meeting. The complete mailing address of the Company's executive offices is 11 Greenway Plaza, Suite 2400, Houston, Texas 77046.


TABLE OF CONTENTS
Notice of Annual Meeting of Shareholders	1	Key Executive Compensation Performance Metrics of Achievement	34
PROXY SUMMARY	2	Company's Compensation Philosophy	34
Meeting Agenda and Voting Recommendations	2	Determination of Compensation	35
Trust Manager Nominee Highlights	3	Elements of Total Annual Direct Compensation	36
Human Capital Matters	4	2022 Compensation Decisions	42
Sustainability Commitment	5	Policy Regarding Clawback of Compensation	43
Governance Highlights	6	Deferred Compensation Plans and Termination Payments	43
2022 Business Highlights	6
Key Points on Our Executive Compensation Program	8	Employment Agreements	44
Key Compensation Practices	8	Compensation Policies and Practices Relating to Risk Management	44
PROPOSAL 1 - ELECTION OF TRUST MANAGERS	9
		Compensation Tables	46
GOVERNANCE OF THE COMPANY	17	Summary Compensation Table	46
Board Independence	17	Grant of Plan Based Awards	48
Board Oversight of Risk	17	Employment Agreements	49
Board Oversight of Human Capital Management	18	Outstanding Equity Awards at Fiscal Year-End	49
Board Oversight of Sustainability	18	Stock Vested - Fiscal 2022	50
Board Leadership Structure	18	Non-Qualified Deferred Compensation	50
Executive Sessions	20	Potential Payments Upon Termination or Change in Control	52
Board Meetings and Board Committees	21
Additional Governance Matters	22	CEO Compensation Pay Ratio	54
Guidelines on Governance and Codes of Ethics	22	Pay Versus Performance	54
Communication with the Board	23	Equity Compensation Plans	58
Share Ownership Guidelines	23	PROPOSAL 3 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	59
Short Selling and Hedging Prohibition	23
BOARD COMPENSATION	24
EXECUTIVE OFFICERS	27	AUDIT COMMITTEE INFORMATION	59
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	28	Report of the Audit Committee	59
		Independent Registered Accounting Firm Fees	60
PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION	31	Pre-Approval Policies and Procedures	61
		PROPOSAL 4 - ADVISORY VOTES ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION	62
EXECUTIVE COMPENSATION	32
Compensation Committee Report	32
Compensation Committee Interlocks and Insider Participation	32	INFORMATION ABOUT VOTING AND THE ANNUAL MEETING	63

Compensation Discussion and Analysis Overview	33	SHAREHOLDER PROPOSALS AND TRUST MANAGER NOMINATIONS	67
Pay for Performance	33

The Board of Trust Managers of Camden Property Trust (the “Company” or “Camden”) is soliciting proxies to be used at our annual meeting. The proxy materials are first being sent on or about March 24, 2023 to all shareholders of record as of March 16, 2023, which is the record date for the annual meeting. The complete mailing address of the Company's executive offices is 11 Greenway Plaza, Suite 2400, Houston, Texas 77046.



Item 1	Election of Trust Managers
	ü The Board of Trust Managers recommends you vote FOR the election of these nominees.
Shareholders are being asked to elect 10 Trust Managers. The Company’s Trust Managers are elected for a term of one year by a majority of the votes cast. Additional information about each Trust Manager nominee and his or her qualifications may be found beginning on page 48.
					Committee Memberships
Name	Age	Trust Manager Since	Primary Occupation	Independent		A	C	N&G	E
Richard J. Campo	65	1993	Chairman of the Board and Chief Executive Officer (“CEO”) of the Company
Heather J. Brunner	51	2017	Chairwoman of the Board and CEO of WP Engine	ü		ü
Mark D. Gibson	61	2020	Chief Executive Officer, Capital Markets, Americas of Jones Lang LaSalle	ü
Scott S. Ingraham	66	1998	Private Investor and Strategic Advisor	ü		ü	ü	ü	ü
Renu Khator	64	2017	Chancellor of University of Houston System and President of University of Houston	ü		ü
D. Keith Oden	63	1993	Executive Vice Chairman of the Board
William F. Paulsen	73	2005	Private Investor	ü
Frances Aldrich Sevilla-Sacasa	64	2011	Private Investor	ü
Steven A. Webster	68	1993	Managing Partner, AEC Partners	ü			ü	ü
Kelvin R. Westbrook	64	2008	President and CEO of KRW Advisors, LLC	ü					ü
A: Audit Committee C: Compensation Committee N&G: Nominating & Corporate Governance Committee E: Executive Committee Chair ü Member


Item 2	Advisory Vote to Approve Executive Compensation
ü ~~The Audit Committee of the Board of Trust Managers recommends that you vote FOR this proposal.~~ ~~We are asking shareholders to ratify the Audit Committee’s appointment of Deloitte & Touche LLP (“Deloitte”) as the independent registered public accounting firm for 2020.~~ ~~Information on fees paid to Deloitte in 2018 and 2019 can be found on page~~ 55.		ü The Board of Trust Managers recommends that you vote FOR this proposal. See page 31 for further information. We are asking shareholders to vote, in an advisory manner, to approve the executive compensation of our Named Executive Officers ("NEOs") as described in the sections titled “Compensation Discussion and Analysis” beginning on page 2533, the ~~2019~~2022 Summary Compensation Table on page 3846, the accompanying compensation tables and the related narrative disclosures.



Item 3			Ratification of Independent Registered Public Accounting Firm
~~2020 Proxy Statement 3~~ ü The Audit Committee of the Board of Trust Managers recommends that you vote FOR this proposal. See page 59 for further information. We are asking shareholders to ratify the Audit Committee’s appointment of Deloitte & Touche LLP (“Deloitte”) as the independent registered public accounting firm for 2023. Information on fees paid to Deloitte in 2021 and 2022 can be found on page 60.


Item 4			Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation
ü The Board of Trust Managers recommends that you vote FOR an annual advisory vote. See page 62 for further information. We are asking shareholders to vote, in an advisory manner, to approve having an annual advisory vote on the compensation of our Named Executive Officers.


HUMAN CAPITAL MATTERS We strive to differentiate ourselves by our culture and talent. How we manage our human capital is critical to how we deliver on our strategy and create sustained growth and value for our shareholders. Our purpose is to improve the lives of our team members, customers, and shareholders, one experience at a time. We recognize a great culture is foundational to the success of this vision. Key Human Capital Components A Great Workplace Camden is committed to creating a great working environment that fosters the well-being, health, and happiness of all associates. Our team members are given meaningful opportunities to provide feedback and effect change. 92% of our employees say Camden is a Great Place to Work. Diversity, Equity & Inclusion We believe a great workplace fosters an environment where all employees can thrive and grow, and where differences are both encouraged and celebrated. Camden is taking a more intentional approach and has established a Diversity, Equity & Inclusion “DEI” Committee which is chaired by our Chairman of the Board and CEO. Each of our team members brings unique skills, experiences, and perspectives to Camden, and we continue to promote and encourage diversity, equity, and inclusion throughout our organization. Our commitment is to promote a diverse organization reflective of our residents and communities. We embrace all team members as full and valued members of the organization. Together we innovate, collaborate, and deliver consistently strong business results. Our continued commitment to furthering DEI initiatives has resulted in our workforce reflecting a broad base of talent, with true diversity amongst our team members in aspects of gender, generation, and ethnicity.
						2022 NOTABLE RECOGNITIONS
						Camden has been recognized as one of the best places to work both nationally and in many of our major markets. Our team members strive to achieve excellence every day and exhibit true teamwork in all they do.
						The Gold Award - NAREIT 2022 Corporate DEI Recognition
						#26 - FORTUNE 100 Best Companies to Work For® 2022
						#1 - FORTUNE Best Workplaces in Real Estate™2022
						#3 - FORTUNE Best Workplaces in Texas™ 2022
						#6 - PEOPLE® Companies that Care 2022


Compensation & Benefits Camden has formal programs and benefits designed to retain team members and provide support as they navigate their personal and professional lives. To ensure we maintain our commitment to team members and compensation objectives, we participate in regular compensation and benefits surveys to see how we compare to other companies in our industry. Camden devotes a significant portion of its compensation resources to providing high-quality health benefits. Training and Development One of our most cherished mantras is “never stop learning.” We encourage team members to discover their strengths and cultivate new interests. We offer tuition assistance to team members working to earn industry designations from various organizations and also support team members who continue their education at an accredited educational institution through our Education Assistance Program. Community Engagement We have a passion for community service and giving back to the neighborhoods and cities in which we live and work. Camden’s volunteer spirit brings communities together and supports our goal to create Living Excellence. We established our Camden Cares program to provide assistance to charitable organizations through donations and volunteer hours, and we strive to have a positive impact on those around us. Our efforts focus on hunger and housing-related causes, as well as supporting community crisis centers, food banks, schools, and animal shelters.


			•Reducing our energy usage and waste volumes
			•Conserving water, and evaluating renewable energy sources, which in turn reduce our greenhouse gas emissions and carbon footprint
			•Green building methods
			•Reducing carbon emissions associated with building materials
			•Climate change and resiliency


			•Procure 15% of electricity for common areas from renewable sources - Target Reached
			•Reduce common area GHG emissions by 15%
			•Reduce common area energy use by 15%
			•Reduce common area water use by 15%
			•Reduce landfill-bound waste by 15%


			•Earned an “A” grade for Public Reporting for the 2022 GRESB Real Estate Survey
			•Initiated requirement to obtain National Green Building Standards ("NGBS") on every new development project, and as of December 31, 2022, 23 apartment communities have achieved such green building certification
			•Installed solar panels at two communities in efforts to expand our on-site renewable energy, and we expect to generate approximately 1,074 MWh of energy annually with these new systems
			•Installed over 200 electric vehicle charging stations across our portfolio


The Board, through the Nominating and Corporate Governance Committee, oversees Camden's sustainability strategies and initiatives. See page 18 for information regarding the Board's oversight of sustainability.



l		•10 Trust Manager Nominees	l	•Regular Trust Manager Performance Assessment
l		•8 ~~Independent~~of 10 Trust Manager Nominees are independent	l			•Independent Audit, Compensation, and Nominating and Corporate Governance Committees
l		•Annual Election of Trust Managers by Majority Vote
•Commitment to Board refreshment (since 2017, four new Trust Managers have joined)		l			•Regular Executive Sessions of Independent Trust Managers
					l
•Prohibition on Trust Managers Seeking Re-Election after age 75		l			•Risk Oversight by Full Board and Committees
		l •Anti-Hedging Policy
•Robust Trust Manager Nominee Selection Process		l			~~Anti-Hedging Policy~~ •Share Ownership Guidelines
l		•Lead Independent Trust Manager	l			~~Share Ownership Guidelines~~
l	~~Commitment to Board refreshment, with two new independent Trust Managers in 2017 and one new independent Trust Manager in 2020~~	•Bylaws Include Proxy Access Nominating Provisions



l		Delivered Funds From Operations (“FFO”)¹ of $6.59 per share for the twelve months ended December 31, ~~2019 totaled $5.04 per diluted share or $505.4 million. Excluding a one time $0.12~~2022 which, at the midpoint, was $0.18 per share ~~charge relating to early retirement of debt, FFO was $5.16 per diluted share, as compared to the midpoint of~~above our ~~original guidance of $5.07 per diluted share.~~target.
l		~~2019~~Delivered 2022 Same Property Net Operating Income (“NOI”)¹ ~~increased 4.7%, ahead~~ growth of ~~the midpoint of~~approximately 14.6% which was 260 bps above our original ~~guidance~~target of ~~3.3%~~12.0%.
l		~~We completed construction on two communities with a total cost~~Issued approximately $517 million of ~~$121.3 million, stabilized three communities with a total cost~~equity during 2022 allowing us to further strengthen our balance sheet and fund future growth.
l		Achieved an annualized Net Debt/Adjusted EBITDA2 of ~~$294.1 million, and commenced~~approximately 4.1x, which was better than our target of 4.3x.
l		Commenced construction on three new ~~consolidated~~ communities representing an investment of approximately $293 million.
l		Purchased the remaining 68.7% ownership interests in two unconsolidated discretionary investment funds for cash consideration of approximately $1.1 billion, after adjusting for our assumption of approximately $515 million of existing secured mortgage debt of these funds which remained outstanding.
l		Delivered a weighted average first stabilized year yield of approximately 4.68% compared to our proforma yield of 4.34% on four 2021 acquisitions and ~~one joint venture community with~~four new developments representing a total ~~budgeted cost~~investment of ~~$323.0~~$967 million.
l	We acquired four operating properties: Camden Old Town Scottsdale, comprised of 316 apartment homes, located in Scottsdale, Arizona for approximately $97.1 million, Camden Rainey Street, comprised of 326 apartment homes, located in Austin, Texas for approximately $120.4 million, Camden Carolinian, comprised of 186 homes located in Raleigh, North Carolina for approximately $75.1 million, and Camden Highland Village, comprised of 552 homes located in Houston, Texas for approximately $147.2 million.
l	We acquired approximately 4.3 acres of land in Charlotte, North Carolina for approximately $10.9 million for the development of a community with 400 wholly-owned apartment homes, 11.6 acres of land in Tempe, Arizona for approximately $18.0 million for the development of a community with 400 wholly owned apartment homes, and approximately 2.3 acres of land in Houston, Texas for approximately $8.0 million for the future development of approximately 300 apartment homes.
l	We sold our Corpus Christi, Texas portfolio comprised of two wholly-owned communities with 632 apartment homes, and one joint venture community with 270 apartment homes for net proceeds to the Company of approximately $75.0 million.
l	~~We maintained our senior unsecured debt ratings of A- & A3 from Fitch and Moody's, respectively. Standard and Poor's upgraded our rating to A-1 during the year.~~
l	~~We repaid $484.6 million of our secured conventional mortgage notes, and all of our properties were unencumbered following the repayments.~~
l	~~We redeemed all of our $250.0 million senior unsecured notes due 2021.~~
l	We amended and restated our $600 million unsecured credit facility to, among other things, extend the maturity date from August 2019 to March 2023, with two options to further extend the facility at our election for two additional six month periods, and increase the facility from $600 million to $900 million, which may be expanded three times by up to an additional $500 million upon satisfaction of certain conditions.
l	We issued $600 million senior unsecured notes under the Company's existing shelf registration statement. These 10-year notes were offered to the public at 99.751% of par value with a coupon of 3.150% and a yield to maturity of 3.179%. After giving effect to the settlement of in-place swap agreements and deducting the underwriting discounts and other estimated expenses of the offering, the all-in effective annual interest rate on these notes is approximately 3.67%. We also issued $300 million senior unsecured notes under the Company's existing shelf registration statement. These 30-year notes were offered to the public at 99.941% of par value with a coupon of 3.350% and a yield to maturity of 3.353%. After giving effect to the net underwriting costs and other estimated expenses, the all-in effective annual interest rate on these notes is approximately 3.41%.
l	We issued approximately 3.4 million common shares in an underwritten equity offering, as well as 0.2 million shares issued under our ATM Program, and received approximately $353.2 million in net proceeds.
l	We paid an annualized dividend of $3.20 per share. In the first quarter of 2020, the Board declared a first quarter 2020 dividend of $0.83 per common share, a 3.75% increase to the Company's prior quarterly dividend.



l	~~Our Named Executive Officers’ annual incentives are directly tied to the achievement of pre-established corporate~~and individual performance objectives. In 2019, payouts for our executives were 148% of target, displaying alignment with actual performance, as discussed in the section "Short-Term Incentives," beginning on page 29.
l	All of our Named Executive Officers elected to receive 50% of their 2019 bonus in shares and the majority of their compensation opportunity is tied to share price growth, which we believe directly ties their financial interests to those of our shareholders.



~~FFO (in millions)~~	~~NOI (in millions)~~	~~Net Debt/Adjusted~~ ~~EBITDA Ratio~~²	~~CEO Total Compensation~~ ~~(in millions)~~


FFO (in millions)			NOI (in millions)			Net Debt/Adjusted EBITDA Ratio			CEO Total Compensation (in millions)


Key Points on Executive Compensation Program:			Key Compensation Practices:
•Our Named Executive Officers’ annual incentives are directly tied to the achievement of pre-established corporate and individual performance objectives. In 2022, payouts for our executives were 148% of our performance target, displaying alignment with actual performance, as discussed in the section "Annual Incentives," beginning on page 37. •All of our Named Executive Officers elected to receive 50% of their 2022 bonus in shares and the majority of their compensation opportunity is tied to share price growth, which we believe directly ties their financial interests to those of our shareholders.			•Classify a significant portion of our Named Executive ~~Officers’~~Officers' total pay as equity awards to promote retention and tie the value of these awards to future Company share price performance
			ü •Use pre-determined objectives to help determine Named Executive Officer compensation
			ü •Apply sizable share ownership guidelines for Named Executive Officers
			ü •Prohibit Named Executive Officers from hedging their Company shares, which precludes entering into any derivative transaction on Company shares (e.g., short sale, forward, option, or collar)
			ü •In-depth review of ~~CEO’s~~CEO's and other Named Executive ~~Officers’~~Officers' goals and performance by an independent Compensation Committee made up of members of the ~~Company’s~~Company's Board of Trust Managers
			ü •Utilize an independent compensation consultant
			ü •Subject cash incentives and equity awards to clawback and forfeiture provisions


The Nominating and Corporate Governance Committee of the Board nominated each of the current Trust Managers for reelection at the annual meeting, and the Board recommends you vote FOR each of the following nominees.		üThe Board recommends you vote FOR each of the nominees listed.
•Richard J. Campo	•Renu Khator
•Javier E. Benito	•D. Keith Oden
•Heather J. Brunner	•Frances Aldrich Sevilla-Sacasa
•Mark D. Gibson	•Steven A. Webster
•Scott S. Ingraham	•Kelvin R. Westbrook


	Richard J. Campo
	Age: 68 Trust Manager since: 1993	Committees: Executive (Chair)
	Current Directorships •None Past Directorships •None in the past five years

Professional Experience and Education: Mr. Campo has been Chairman of the Board and CEO of Camden since 1993. He co-founded Camden’s predecessor companies in 1982, and prior to that worked in the finance department of Century Development Corporation. Mr. Campo holds a Bachelor’s Degree in Accounting from Oregon State University. Qualifications: Mr. Campo was nominated to serve on our Board because of his extensive financial and commercial real estate experience, and his knowledge of Camden as a co-founder and longtime Trust Manager. He has proven leadership ability and strong skills in corporate finance, capital markets, strategic planning, mergers and acquisitions, and other public company matters. In addition, his experience in serving as a director of private and not-for-profit companies has provided him with expertise in corporate governance.


	Javier E. Benito INDEPENDENT
	Age: 60 Trust Manager since: 2022	Committees: Audit
	Current Directorships • None Past Directorships • None

Professional Experience and Education: Mr. Benito has been a Trust Manager since 2022. Mr. Benito currently serves as General Manager KFC Latin America and the Caribbean of Yum! Brands, Inc., a global restaurant corporation primarily operating the company’s brands – KFC, Pizza Hut and Taco Bell. He previously served as Chief Strategy Officer from 2013 to 2014, Managing Director of European Franchise Business and Russia from 2010 – 2013, and Executive Vice President and Chief Marketing Officer KFC USA from 2008 to 2010. Prior to that, Mr. Benito served as Executive Vice President and Chief Marketing Officer of Starwood Hotels and Resorts from 2005 to 2007, and served in various executive roles with the Coca-Cola Company from 1994 to 2005 and the Procter & Gamble Company from 1987 to 1994. Mr. Benito holds a Bachelor’s Degree in Economics from the University of California – San Diego and an MBA from the University of Chicago. Qualifications: Mr. Benito was nominated to serve on our Board because of his extensive marketing experience and financial knowledge. In addition, his previous experience serving in executive roles, including Chief Strategy Officer and Chief Marketing Officer, has provided him with expertise in the area of corporate governance.


	Heather J. Brunner INDEPENDENT
	Age: 54 Trust Manager since: 2017	Committees: Audit (Chair)
	Current Directorships •None Past Directorships •None in the past five years

Professional Experience and Education: Ms. Brunner has been Chairwoman and Chief Executive Officer of WP Engine, Inc., a private cloud content management services company, since October 2013, and served as its Chief Operating Officer from May 2013 to October 2013. From 2009 through May 2013, she served as Chief Operating Officer of Bazaarvoice, a market leader in commerce solutions. Prior to that, Ms. Brunner served as Senior Vice President of Bazaarvoice, Chief Executive Officer of Nuvo, a wholly owned subsidiary of Trilogy, and Chief Operating Officer for B-Side Entertainment, a privately funded entertainment technology company. Prior to that, she held a variety of other management roles at Coremetrics, Trilogy, Concero, Oracle and Accenture. Ms. Brunner holds a Bachelor’s Degree in International Economics from Trinity University. Qualifications: Ms. Brunner was nominated to serve on our Board because of her extensive experience in technology and innovation, and her strong skills in operations and client services. She has substantial executive and leadership experience, and her roles as CEO and COO at various companies has provided her expertise in the area of corporate governance.


	Mark D. Gibson INDEPENDENT
	Age: 64 Trust Manager since: 2020	Committees: Audit
	Current Directorships •None Past Directorships •HFF, Inc. (2006-2019)

Professional Experience and Education: Mr. Gibson currently serves as Chief Executive Officer, Capital Markets, Americas of Jones Lang LaSalle, Inc., a real estate services and investment management firm. He previously served as Executive Managing Director, Vice Chairman and Chief Executive Officer of HFF, Inc. (formerly Holliday Fenoglio & Company and acquired by Jones Lang LaSalle) from 2014 to 2019, and he served as Director and Vice Chairman from 2006 to 2014. Prior to that, Mr. Gibson was a founding partner of HFF LP and served as the company’s Executive Managing Director from 2003 to 2006 and Co-Head, Dallas Office and Senior Vice President from 1993 to 2010. Mr. Gibson received his Bachelor of Business Administration from University of Texas at Austin. Qualifications: Mr. Gibson was nominated to serve on our Board because of his extensive experience in the real estate industry, having previously served as Chairman of both the Texas Real Estate Council of Dallas, as well as the UT Real Estate Finance and Investment Center. As Mr. Gibson is routinely involved in large-scale public company M&A activity, he has keen insight on business and strategic outlooks. He has considerable executive and leadership experience, and his position as CEO and Vice Chairman at a prior public company has provided him expertise in corporate governance.


	Scott S. Ingraham INDEPENDENT
	Age: 69 Trust Manager since: 1998	Committees: Compensation Nominating and Corporate Governance Executive
	Current Directorships •Kilroy Realty, Inc. (office property REIT) Past Directorships •RealPage, Inc. (property management software) (2012 - 2021)

Professional Experience and Education: Mr. Ingraham is the co-owner of Zuma Capital, a firm engaged in private equity and angel investing. He was the co- founder, Chairman and CEO of Rent.com, an Internet-based residential real estate site, from 1999 until 2005 when it was sold to eBay. Mr. Ingraham previously served as the President and CEO of Oasis Residential, Inc., a public apartment REIT, working there from 1992 until the company’s merger with Camden Property Trust in 1998. Prior to 1992, he worked in the areas of real estate finance, mortgage, and investment banking. Mr. Ingraham holds a Bachelor’s Degree in Business Administration from the University of Texas at Austin. Qualifications: Mr. Ingraham was nominated to serve on our Board because of his extensive financial, REIT, and commercial real estate knowledge. In addition, his experience in serving as both an executive and a director of other public and private companies has provided him with expertise in corporate governance.


	Renu Khator INDEPENDENT
	Age: 67 Trust Manager since: 2017	Committees: Compensation (Chair)
	Current Directorships •The PNC Financial Services Group, Inc. Past Directorships •None in the past five years

Professional Experience and Education: Dr. Khator has been Chancellor of the University of Houston System and President of the University of Houston since January 2008. She was Provost and Senior Vice President of the University of South Florida from 2003 through 2007. Prior to this date, she served in a variety of roles at the University of South Florida. Dr. Khator holds a Bachelor’s Degree in Liberal Arts from Kanpur University in India, a Master’s Degree in Political Science from Purdue University and a Ph.D in Political Science and Public Administration from Purdue University. Qualifications: Dr. Khator was nominated to serve on our Board because of her considerable experience in education and administration. She has strong skills in communication, international relations, and proven leadership ability. Her experience in serving as a director of several other governmental and private entities has provided her with expertise in corporate governance.


	D. Keith Oden
	Age: 66 Trust Manager since: 1993	Committees: None
	Current Directorships •None Past Directorships •None in the past five years


Professional Experience and Education: Mr. Oden has been Executive Vice Chairman of the Board since July 2019, also serving as President effective December 31, 2021, and a Trust Manager since 1993. Prior to his appointment as Executive Vice Chairman of the Board, he served as President of the Company since 1993. He co-founded Camden’s predecessor companies in 1982, and prior to that served as Director of Financial Planning at Century Development Corporation, and a Management Consultant with Deloitte, Haskins and Sells. Mr. Oden holds both a Bachelor’s Degree in Business Administration and an MBA from the University of Texas at Austin. Qualifications: Mr. Oden was nominated to serve on our Board because of his extensive financial and commercial real estate experience, and his knowledge of Camden as a co-founder and longtime Trust Manager. He has proven leadership ability and strong skills in corporate finance, capital markets, strategic planning, mergers and acquisitions, and other public company matters. In addition, Mr. Oden is a member of the Executive Council of the Center for Real Estate Finance at the University of Texas, serving as an advisor, guest lecturer, and panelist for the faculty and students pursuing their MBAs in real estate finance.
			~~2020 Proxy Statement 9~~



~~Table~~	Frances Aldrich Sevilla-Sacasa INDEPENDENT
	Age: 67 Trust Manager since: 2011	Committees: Nominating and Corporate Governance (Chair)
	Current Directorships •Callon Petroleum Company or its predecessor (oil and gas exploration and development) Past Directorships •New Senior Investment Group (senior housing REIT) (2021)1 1 Company was acquired in September 2021 1

Professional Experience and Education: Ms. Sevilla-Sacasa is a Private Investor and was CEO of ~~Contents~~Banco Itaú International, Miami, Florida, from April 2012 to December 2016. She served as Executive Advisor to the Dean of the University of Miami School of Business from August 2011 to March 2012, Interim Dean of the University of Miami School of Business from January 2011 to July 2011, President of U.S. Trust, Bank of America Private Wealth Management from July 2007 to December 2008, President and CEO of US Trust Company from early 2007 until June 2007, and President of US Trust Company from November 2005 until June 2007. She previously served in a variety of roles with Citigroup’s private banking business, including President of Latin America Private Banking, President of Europe Private Banking, and Head of International Trust Business. Ms. Sevilla-Sacasa holds a Bachelor of Arts Degree from the University of Miami and an MBA from the Thunderbird School of Global Management. Qualifications: Ms. Sevilla-Sacasa was nominated to serve on our Board because of her considerable experience in financial services, banking, and wealth management. In addition, her experience as a former President and CEO of a trust and wealth management company, and as a director of other corporate and not-for-profit boards has provided her with expertise in the area of corporate governance.