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IMPORTANT MESSAGE FROM JOHN WILLIAMS
PLEASE VOTE FOR PROPOSAL 3
ON YOUR POST PROPERTIES PROXY CARD
May 6, 2004
Dear Fellow Post Properties Shareholder:
By now you should have received my correspondence concerning your
opportunity
to tell
our Board of Directors that you support greater openness and transparency in
the governance
of our Company. You may continue to review all that information on our website,
www.postshareholders.com.
As the founder, a director, the largest individual shareholder,
and former CEO of Post Properties,
I naturally follow the Company's activities closely. Since my open-heart surgery
in December 2001,
I've had minimal involvement in Post Properties' day-to-day operations and
have no desire for this to
change. However, I take my responsibilities as a director most seriously.
The Board would have you believe that I am in a proxy
contest with the Company. This isn't a
shareholder fight. It's simply a proposal and shareholder vote to bring
better corporate governance to
our Company–an opportunity for us, the owners of Post Properties, to
voice our support for
continued improvements in this area.
The Board's primary fiduciary responsibility is to shareholders.
Shareholder Proposal 3 is a
formal way to align our Board with the owners of the Company. It will provide
greater transparency
with respect to the compensation paid to directors by giving shareholders
a voice in making that
determination. After all, directors, officers and shareholders
should be partners.
SHOULDN'T SHAREHOLDERS HAVE A SAY
IN HOW MUCH THEIR DIRECTORS GET PAID?
I applaud the progress Post Properties has made over the past
year with respect to the positive
changes it has implemented in its corporate governance practices.
Our efforts last spring played a
considerable role in persuading the Board to adopt many of those improvements.
But that's only the
beginning.
As a Board member, today I see a move toward lack of
transparency and good judgment when it
comes to the compensation of the Board. I've attended Board meetings
and heard the arguments
concerning director compensation. It seemed obvious to me that the compensation
levels proposed
were disproportionate to the Company's performance and the Board's contributions
and experience.
I was especially concerned with Board Chairman Bob Goddard's
compensation package, which
amounts to significantly more than $500,000 (when considering options).
This is particularly egregious
since the Board awarded Mr. Goddard this compensation package based
on his spending no more
than 25% of his time on Post Properties' business.
What is the justification for this level of payment when
Mr. Goddard's entire experience and
familiarity with the multi-family apartment industry only extends
to his appointment to the Post
Properties Board in 2002, his only public company board experience?
When the Board commissioned its independent study by Ferguson
Partners Limited on director
compensation, I reviewed the results. At that time, I believed
that the process Ferguson Partners used
was flawed in that it didn't use comparative data from the multi-family
REIT industry.
I invite the Board to make that report available for all shareholders
to review so that you, too,
can see why I disagreed with it then and why I still disagree with
it now.
I subsequently have gone to the considerable effort, at my own
expense, of employing Green Street Advisors, the most respected
independent consulting firm in the REIT industry, to analyze Post
Properties’ director compensation and compare it with the
Company’s industry peers. While Green Street did
not opine on the data, the information they gathered clearly shows
that the
Post Properties Board and Chairman Goddard are the most generously
paid in terms of total compensation—when considering the
number of committee meetings and payments to directors for their
attendance at those meetings—when compared to any board of
any company in the REIT industry of similar market capitalization. The Green Street data is available on our website or by request.
The goal is to bring these corporate governance and transparency
issues to the attention of all
Post Properties shareholders essentially because our Board has
failed to do so. It's as plain and simple
as that.
- WHY DOES THE POST PROPERTIES BOARD FEEL THREATENED
BY SHAREHOLDER PROPOSAL 3?
- SHOULDN'T ALL SHAREHOLDERS BE ABLE TO PARTICIPATE
IN THE DECISION
ABOUT WHAT THE DIRECTORS OF THEIR COMPANY ARE PAID?
- SHOULDN'T THE BOARD WANT TO BE FULLY ALIGNED WITH
THE OWNERS OF
POST PROPERTIES?
This shareholder proposal is about good corporate governance,
accountability for performance
and transparency of action. If you have already voted and wish
to change your vote to support
Shareholder Proposal 3, you have every legal right to do so.
Simply return the proxy card you recently
received to Post Properties. Only the latest dated proxy card
will be counted at the annual meeting of
shareholders on May 27, 2004.
If you have questions or need assistance in voting, please feel
free to call MacKenzie Partners,
Inc. at (800) 322-2885 who is assisting me in this matter and
you are invited to visit our website at
www.postshareholders.com to get the latest updates.
Thank you in advance for your support.
Sincerely,
JOHN A. WILLIAMS
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