SECURITIES AND EXCHANGE COMMISSION
the Securities Exchange Act of 1934
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CTO REALTY GROWTH, INC.
369 N. New York Ave, Suite 201 Winter Park, FL 32789 |
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Time: 3:00 p.m. eastern time
Location: Online Meeting Only — No Physical Location
![[MISSING IMAGE: sg_danielsmith-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0000023795/000110465925040181/sg_danielsmith-bw.jpg)
Senior Vice President,
General Counsel & Corporate Secretary
April 28, 2025
PROXY STATEMENT
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Chairman of the Board
CTO Realty Growth, Inc.
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CTO REALTY GROWTH, INC.
369 N. New York Ave, Suite 201 Winter Park, Florida 32789 |
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CTO Realty Growth, Inc. Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
Description of Proposal
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Recommendation
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PROPOSAL 1: Election of Directors
We have nominated six directors for election for one-year terms expiring at the 2026 annual meeting of stockholders.
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FOR ALL
BOARD NOMINEES |
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PROPOSAL 2: Ratification of the Appointment of Independent Registered Public Accounting Firm
The Audit Committee of the Board (the “Audit Committee”) has selected Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2025.
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FOR
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PROPOSAL 3: Advisory Vote to Approve Executive Compensation
The Company is providing its stockholders with the opportunity to cast an advisory vote to approve the compensation of its named executive officers as disclosed pursuant to Item 402 of Regulation S-K, which includes the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables. The advisory vote to approve the executive compensation described in Proposal 3 is referred to as a “Say-on-Pay” vote.
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FOR
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NOMINEES STANDING FOR ELECTION
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JOHN P. ALBRIGHT
Age: 59 Director Since: 2012 |
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President and Chief Executive Officer of the Company since August 2011, and President and Chief Executive Officer of Alpine Income Property Trust, Inc. (NYSE: PINE) (“Alpine”), an affiliate of the Company, since 2019. Mr. Albright was previously the Co-Head and Managing Director of Archon Capital, a Goldman Sachs Company located in Irving, Texas. Prior to that, he was the Executive Director, Merchant Banking-Investment Management for Morgan Stanley. Prior to Morgan Stanley, Mr. Albright was Managing Director and Officer of Crescent Real Estate Equities, a publicly traded REIT based in Fort Worth, Texas. His experience involves various aspects of investment, lending, and development of commercial properties, as well as real estate investment banking.
Mr. Albright is a graduate of Southern Methodist University with a B.A. in Business Administration.
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GEORGE R. BROKAW
Age: 57 Director Since: 2018 |
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Mr. Brokaw is currently a private investor through his family office and related investment vehicles.
Mr. Brokaw also serves as a director of EchoStar Corporation (NASDAQ: SATS), where he is currently chairman of the audit committee and a member of the compensation committee. He also serves as a director of Alico, Inc. (NASDAQ: ALCO) and The Chemours Company (NYSE: CC). Mr. Brokaw has previously served on numerous other public company boards. He also previously served as Managing Director of the Highbridge Growth Equity Fund at Highbridge Principal Strategies, LLC, from 2012 to 2013; Managing Director and Head of Private Equity at Perry Capital, L.L.C., from 2005 to 2011; and Managing Director (Mergers & Acquisitions) of Lazard Freres & Co. LLC, from 1996 to 2005.
Mr. Brokaw received a B.A. degree from Yale University and J.D. and M.B.A. degrees from the University of Virginia. Mr. Brokaw is a member of the New York Bar.
Mr. Brokaw is a member of the Audit and Compensation Committees.
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CHRISTOPHER J. DREW
Age: 44 Director Since: 2022 |
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Mr. Drew is currently Senior Managing Director of JLL Capital Markets, Americas (an affiliate of Jones Lang LaSalle Inc. (NYSE: JLL)) and Co-Head of JLL’s Miami Office. Mr. Drew brings over two decades of invaluable experience to this role. His
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NOMINEES STANDING FOR ELECTION
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expertise in Debt and Equity Placement, coupled with his leadership of the Miami office and service on the Expanded Executive Committee positions him as a key figure in the organization. Spearheading the Miami Debt and Equity Placement team, Mr. Drew not only drives successful deal execution but also plays a crucial role in shaping operational strategies. His comprehensive knowledge spans a diverse array of financing options for real estate assets nationwide, including joint venture equity, preferred equity, mezzanine financing, and senior-level financing. Throughout his career, Mr. Drew has successfully completed over $10 billion in transactions.
Prior to joining JLL, Mr. Drew held senior finance and leadership positions at renowned firms such as HFF and Cushman & Wakefield. He holds an MBA and a Bachelor of Business Administration in Management degree from the University of Miami.
Mr. Drew is a member of the Compensation and Governance Committees.
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LAURA M. FRANKLIN
Age: 64 Director Since: 2016 |
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Chairman of the Board of the Company since May 2017. Former (Retired) Executive Vice President, Accounting and Administration and Corporate Secretary of Washington Real Estate Investment Trust (now Elme Communities) and, since 2017, a member of the Board of Directors of The Chevy Chase Land Company, a private mixed-use commercial real estate company in Chevy Chase, Maryland.
Ms. Franklin is a graduate of University of Maryland with a B.S. in Accounting and is a Certified Public Accountant. During her 22-year tenure at Washington REIT, she led the financial, human capital and information technology (IT) functions including Accounting, Tax, SEC Reporting, Treasury, Human Resources and IT. As an executive, she played a key role in strategic planning as well as worked closely with the chairmen of the compensation and audit committees. Prior to joining Washington REIT, she was employed by the public accounting firm, CohnReznick (formerly The Reznick Group), specializing in audit and tax services for real estate clients. Ms. Franklin is a member of the American Institute of Certified Public Accountants (AICPA).
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NOMINEES STANDING FOR ELECTION
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R. BLAKESLEE GABLE
Age: 54 Director Since: 2018 |
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Chief Executive Officer of Barron Collier Companies, a fourth-generation private investment, agriculture, and land development company based in Naples, Florida, which he joined in 1999. As CEO, Mr. Gable oversees a team of 200 employees, over 2.5 million square feet of commercial properties, and private land holdings of more than 80,000 acres. Prior to becoming CEO, he served in various leadership roles, including project manager during the establishment of the new hometown, Ave Maria, Florida; and vice president of mineral management and real estate.
Mr. Gable is a graduate of Tulane University with a B.A. in History. For five years after having received his undergraduate degree, Mr. Gable was Legislative Director of United States Representative Ed Pastor (AZ) in Washington, D.C. Upon moving back to Florida, he received a Master’s degree in Business Administration from the Executive MBA program of Florida Gulf Coast University. Mr. Gable currently sits on the Board at Naples Community Hospital, a local not-for-profit healthcare system, and is Chair of the Greater Naples Chamber, a nonprofit organization that works to strengthen the local economy and promote the business community. He previously served as Chairperson of the Florida Gulf Coast University Board of Trustees. He has also served on the Board of Enterprise Florida, as a Trustee of the area YMCA, and as a Director of The Immokalee Foundation.
Mr. Gable is a member of the Audit and Governance Committees.
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CHRISTOPHER W. HAGA
Age: 57 Director Since: 2017 |
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Mr. Haga is currently an Operating Partner at MGG Investment Group, a direct lending and private equity investment firm, a position he has held since November 2022. He also serves as Chairman of MGG RMC SPV LLC, the holding company for the manager of Citizens United Reciprocal Exchange, an insurance provider offering property and casualty insurance products, since January 2023.
Mr. Haga has over 25 years of experience in finance and investments, including over 20 years of managing risk in traded credit and private debt and equity. Mr. Haga served as a director for Fortress Value Acquisition Corp. III (NYSE: FVT), a special purpose acquisition company, from December 2021 to November 2022. In addition, Mr. Haga served as Head of Strategic Investments with Carlson
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NOMINEES STANDING FOR ELECTION
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Capital, L.P., an alternative asset management firm, from 2003 to 2020. Mr. Haga has also served on a number of public and private company boards, including as chairman of the board of directors for Barbican Group Holdings Limited, a Lloyd’s-based reinsurance group, from 2007 to 2019, and the board of SWK Holdings Corporation (OTC: SWKH), a public company, from 2014 to 2021. Prior to his tenure at Carlson, he spent five years in London with Lehman Brothers, primarily in the structured finance department. He has also been an investment banker or principal investor at RBC Capital Markets, Stephens & Co. and Alex. Brown & Sons.
Mr. Haga is a graduate of the University of North Carolina at Chapel Hill with a B.S. in Business Administration, and also received an M.B.A. from the Darden School at the University of Virginia.
Mr. Haga is a member of the Audit, Compensation and Governance Committees.
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NAME
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Fees Earned or
Paid in Cash ($)(1) |
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Stock
Awards ($)(2) |
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Total ($)
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George R. Brokaw
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| | | $ | 79,968 | | | | | $ | 62,492 | | | | | $ | 142,460 | | |
Christopher J. Drew
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| | | $ | 64,965 | | | | | $ | 62,492 | | | | | $ | 127,457 | | |
Laura M. Franklin
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| | | $ | 147,478 | | | | | $ | 62,492 | | | | | $ | 209,970 | | |
R. Blakeslee Gable
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| | | $ | 76,214 | | | | | $ | 62,492 | | | | | $ | 138,706 | | |
Christopher W. Haga
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| | | $ | 83,706 | | | | | $ | 62,492 | | | | | $ | 146,198 | | |
Total 2024 Director Compensation
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| | | $ | 452,331 | | | | | $ | 312,460 | | | | | $ | 764,791 | | |
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Non-Employee Director Compensation
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Audit Committee
Chair: $22,500 Member: $11,250 Nominating and Corporate Governance Committee Chair: $15,000 Member: $7,500 |
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Compensation Committee
Chair: $15,000 Member: $7,500 Board Chair $97,500 |
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George R. Brokaw
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Laura M. Franklin
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Christopher W. Haga
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Christopher J. Drew
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R. Blakeslee Gable
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Executive Officer
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Age
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Position
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John P. Albright | | |
59
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| | President & Chief Executive Officer | |
Steven R. Greathouse | | |
47
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| | Senior Vice President & Chief Investment Officer | |
Philip R. Mays | | |
57
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| | Senior Vice President, Chief Financial Officer & Treasurer | |
Daniel E. Smith | | |
59
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| | Senior Vice President, General Counsel & Corporate Secretary | |
Lisa M. Vorakoun | | |
41
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| | Senior Vice President & Chief Accounting Officer | |
NUMBER OF SHARES OF COMMON STOCK BENEFICIALLY OWNED(1)
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NAME
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Restricted
Stock |
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Options
Exercisable Within 60 Days |
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Other Shares
Beneficially Owned |
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Percent
of Class(2) |
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John P. Albright
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| | | | 62,410(3) | | | | | | — | | | | | | 562,492(5) | | | | | | 1.9% | | |
George R. Brokaw
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| | | | — | | | | | | — | | | | | | 93,559(6) | | | | | | * | | |
Christopher J. Drew
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| | | | — | | | | | | — | | | | | | 20,303 | | | | | | * | | |
Laura M. Franklin
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| | | | — | | | | | | — | | | | | | 55,155(7) | | | | | | * | | |
R. Blakeslee Gable
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| | | | — | | | | | | — | | | | | | 44,155 | | | | | | * | | |
Steven R. Greathouse
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| | | | 51,001(3) | | | | | | — | | | | | | 133,288 | | | | | | * | | |
Philip R. Mays
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| | | | 12,841(4) | | | | | | — | | | | | | — | | | | | | * | | |
Christopher W. Haga
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| | | | — | | | | | | — | | | | | | 51,413(8) | | | | | | * | | |
Matthew M. Partridge
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| | | | — | | | | | | — | | | | | | 66,272 | | | | | | * | | |
Daniel E. Smith
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| | | | 31,103(3) | | | | | | — | | | | | | 167,393(9) | | | | | | * | | |
Lisa M. Vorakoun
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| | | | 24,798(3) | | | | | | — | | | | | | 21,211 | | | | | | * | | |
Directors and current executive officers as a group (10 persons)
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| | | | 182,153 | | | | | | — | | | | | | 1,148,969(10) | | | | | | 4.0% | | |
5% Stockholders: | | | | | | | | | | | | | | | | | | | | | | | | | |
BlackRock, Inc.(11)
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| | | | — | | | | | | — | | | | | | 3,804,127 | | | | | | 11.6% | | |
Vanguard Group, The(12)
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| | | | | | | | | | | | | | | | 2,514,789 | | | | | | 7.6% | | |
![[MISSING IMAGE: bc_executivesum-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0000023795/000110465925040181/bc_executivesum-bw.jpg)
![[MISSING IMAGE: pc_ceo-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0000023795/000110465925040181/pc_ceo-bw.jpg)
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2020
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2021
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2022
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2023
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2024
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Armada Hoffler Properties, Inc.
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Chatham Lodging Trust
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City Office REIT, Inc.
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Community Healthcare Trust Inc.
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Four Corners Property Trust, Inc.
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Getty Realty Corp.
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NETSTREIT Corp.
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One Liberty Properties Inc.
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Plymouth Industrial REIT, Inc.
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RPT Realty
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Urstadt Biddle Properties Inc.
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Whitestone REIT
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NEO Base Salaries
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Name
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2023
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%
increase |
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2024
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%
increase |
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2025
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John P. Albright
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| | | $ | 640,710 | | | | | | 0.0% | | | | | $ | 640,710 | | | | | | 35.8% | | | | | $ | 870,000 | | |
Steven R. Greathouse
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| | | $ | 400,000 | | | | | | 0.0% | | | | | $ | 400,000 | | | | | | 30.0% | | | | | $ | 520,000 | | |
Philip R. Mays
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| | | | n/a | | | | | | n/a | | | | | $ | 375,000 | | | | | | 10.7% | | | | | $ | 415,000 | | |
Matthew M. Partridge
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| | | $ | 400,000 | | | | | | 0.0% | | | | | $ | 400,000 | | | | | | n/a | | | | | | n/a | | |
Daniel E. Smith
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| | | $ | 300,000 | | | | | | 0.0% | | | | | $ | 300,000 | | | | | | 11.7% | | | | | $ | 335,000 | | |
Lisa M. Vorakoun
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| | | | n/a | | | | | | n/a | | | | | $ | 275,000 | | | | | | 9.1% | | | | | $ | 300,000 | | |
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Annual Incentive Plan Payout Opportunity
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Threshold
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Target
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Outperform
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% of Target
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% of Target
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% of Target
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50%
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100%
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200%
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2024 GOALS
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2024
RESULTS |
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2024
ACHIEVEMENT (%) |
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METRIC (weighting)
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THRESHOLD
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TARGET
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MAXIMUM
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AFFO Per Diluted Share (70%)(1) | | |
$1.50
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$1.61
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$1.80
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$2.00
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305%(2)
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Strategic Objectives /
Qualitative / Discretionary (30%) − Same Store Leased Occupancy Change − Net Debt + Preferred / Pro Forma Adjusted EBITDA(3) − Income property acquisition volume − Improvement of Earnings Profile − Execution of Strategic Activities |
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Based on individual and collective
performance as determined by the Compensation Committee |
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Varies
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Officer
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2024 Target
Award (% of Base Salary) |
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2024 Target
Award |
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2024 Actual
Award (% of Base Salary) |
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2024 Actual
Award (% of Target Award) |
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2024
Actual Award |
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John P. Albright
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| | | | 95% | | | | | $ | 608,675 | | | | | | 190.0% | | | | | | 200.0% | | | | | $ | 1,217,350 | | |
Steven R. Greathouse
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| | | | 75% | | | | | $ | 300,000 | | | | | | 150.0% | | | | | | 200.0% | | | | | $ | 600,000 | | |
Philip R. Mays
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| | | | 75% | | | | | $ | 152,568 | | | | | | 150.0% | | | | | | 200.0% | | | | | $ | 304,303 | | |
Matthew M. Partridge
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| | | | 75% | | | | | $ | 300,000 | | | | | | — | | | | | | — | | | | | $ | — | | |
Daniel E. Smith
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| | | | 75% | | | | | $ | 225,000 | | | | | | 150.0% | | | | | | 200.0% | | | | | $ | 450,000 | | |
Lisa M. Vorakoun
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| | | | 75% | | | | | $ | 206,250 | | | | | | 150.0% | | | | | | 200.0% | | | | | $ | 412,500 | | |
![[MISSING IMAGE: fc_longtermincentive-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0000023795/000110465925040181/fc_longtermincentive-bw.jpg)
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2024 PERFORMANCE SHARE
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RELATIVE TSR PERCENTILE GOALS AND PAYOUT PERCENTAGES
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Relative TSR
Percentile |
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Payout
Percentage |
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Threshold
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| | | | 34th | | | | | | 50% | | |
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Target
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| | | | 51st | | | | | | 100% | | |
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Maximum
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| | | | 67th | | | | | | 150% | | |
![[MISSING IMAGE: tb_status-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0000023795/000110465925040181/tb_status-bw.jpg)
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Performance
Shares |
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Time-Based Restricted
Stock |
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#(1)
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Value(2)
($) |
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#(3)
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Value(4)
($) |
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John P. Albright
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| | | | 67,871 | | | | | | 1,037,069 | | | | | | 29,525 | | | | | | 481,553 | | |
Steven R. Greathouse
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| | | | 25,998 | | | | | | 397,249 | | | | | | 14,532 | | | | | | 237,017 | | |
Philip R. Mays(5)
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Matthew M. Partridge
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| | | | 25,998 | | | | | | 397,249 | | | | | | 14,532 | | | | | | 237,017 | | |
Daniel E. Smith
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| | | | 19,499 | | | | | | 297,945 | | | | | | 10,899 | | | | | | 177,763 | | |
Lisa M. Vorakoun
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| | | | 11,222 | | | | | | 171,472 | | | | | | 6,883 | | | | | | 112,262 | | |
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Peers Removed:
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City Office REIT, Inc.
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One Liberty Properties Inc.
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RPT Realty
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Urstadt Biddle Properties Inc.
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Peers Added:
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Alexander & Baldwin, Inc.
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FrontView REIT, Inc.
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InvenTrust Properties Corp.
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Urban Edge Properties
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Seaport Entertainment Group Inc.
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Alexander & Baldwin, Inc.
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Armada Hoffler Properties, Inc.
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Chatham Lodging Trust
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Community Healthcare Trust Inc.
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Four Corners Property Trust, Inc.
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FrontView REIT, Inc.
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Getty Realty Corp.
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InvenTrust Properties Corp.
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NETSTREIT Corp.
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Plymouth Industrial REIT Inc.
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Seaport Entertainment Group Inc.
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Urban Edge Properties
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Whitestone REIT
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Name and Principal Position
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Year
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Salary
($) |
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Stock Awards
($)(3)(4) |
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Non-Equity
Incentive Plan Compensation ($) |
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All Other
Compensation ($) |
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Total
($) |
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John P. Albright
President & Chief Executive Officer |
| | | | 2024 | | | | | | 640,710 | | | | | | 1,172,927 | | | | | | 1,217,350 | | | | | | 16,122(5) | | | | | | 3,047,109 | | |
| | | 2023 | | | | | | 640,710 | | | | | | 1,209,080 | | | | | | 749,638 | | | | | | 22,938(5) | | | | | | 2,622,366 | | | ||
| | | 2022 | | | | | | 593,250 | | | | | | 1,141,117 | | | | | | 667,406 | | | | | | 21,938(5) | | | | | | 2,423,711 | | | ||
Steven R. Greathouse
Sr. Vice President & Chief Investment Officer |
| | | | 2024 | | | | | | 400,000 | | | | | | 501,850 | | | | | | 600,000 | | | | | | 14,610(6) | | | | | | 1,516,460 | | |
| | | 2023 | | | | | | 400,000 | | | | | | 517,168 | | | | | | 369,477 | | | | | | 14,010(6) | | | | | | 1,300,655 | | | ||
| | | 2022 | | | | | | 383,750 | | | | | | 859,035 | | | | | | 450,000 | | | | | | 12,740(6) | | | | | | 1,705,525 | | | ||
Philip R. Mays(1)
Senior Vice President, Chief Financial Officer & Treasurer |
| | | | 2024 | | | | | | 203,125 | | | | | | — | | | | | | 304,303 | | | | | | 17,927(7) | | | | | | 525,355 | | |
Matthew M. Partridge(2)
Former Senior Vice President, Chief Financial Officer & Treasurer |
| | | | 2024 | | | | | | 101,515 | | | | | | 501,850 | | | | | | — | | | | | | 13,980(8) | | | | | | 617,345 | | |
| | | 2023 | | | | | | 400,000 | | | | | | 517,168 | | | | | | 369,477 | | | | | | 13,740(8) | | | | | | 1,300,385 | | | ||
| | | 2022 | | | | | | 383,750 | | | | | | 859,035 | | | | | | 450,000 | | | | | | 12,686(8) | | | | | | 1,705,471 | | | ||
Daniel E. Smith
Sr. Vice President, General Counsel & Corporate Secretary |
| | | | 2024 | | | | | | 300,000 | | | | | | 376,388 | | | | | | 450,000 | | | | | | 16,122(9) | | | | | | 1,142,510 | | |
| | | 2023 | | | | | | 300,000 | | | | | | 463,157 | | | | | | 277,108 | | | | | | 15,522(9) | | | | | | 1,055,787 | | | ||
| | | 2022 | | | | | | 271,366 | | | | | | 486,692 | | | | | | 318,214 | | | | | | 14,522(9) | | | | | | 1,090,794 | | | ||
Lisa M. Vorakoun
Sr. Vice President & Chief Accounting Officer |
| | | | 2024 | | | | | | 255,833 | | | | | | 226,572 | | | | | | 412,500 | | | | | | 14,340(10) | | | | | | 909,245 | | |
Name
|
| |
Committee
Approval and Grant Date |
| |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards(1) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards(2) |
| |
All Other
Stock Awards: Number of Shares of Stock(3) |
| |
Grant
Date Fair Value of Stock Awards ($)(4) |
| |||||||||||||||||||||||||||||||||||||||
|
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||||||||||||||||||||||||||||||||||
John P. Albright
|
| | | | 2/14/24 | | | | | | 304,337 | | | | | | 608,675 | | | | | | 1,217,349 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/14/24 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 29,525 | | | | | | 481,553 | | | ||
| | | 2/14/24 | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,624 | | | | | | 45,247 | | | | | | 67,871 | | | | | | — | | | | | | 691,374 | | | ||
Steven R. Greathouse
|
| | | | 2/14/24 | | | | | | 150,000 | | | | | | 300,000 | | | | | | 600,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/14/24 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,532 | | | | | | 237,017 | | | ||
| | | 2/14/24 | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,666 | | | | | | 17,332 | | | | | | 25,998 | | | | | | — | | | | | | 264,833 | | | ||
Philip R. Mays
|
| | | | 5/29/24 | | | | | | 76,076 | | | | | | 152,152 | | | | | | 304,303 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Matthew M. Partridge
|
| | | | 2/14/24 | | | | | | 150,000 | | | | | | 300,000 | | | | | | 600,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/14/24 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,532 | | | | | | 237,017 | | | ||
| | | 2/14/24 | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,666 | | | | | | 17,332 | | | | | | 25,998 | | | | | | — | | | | | | 264,833 | | | ||
Daniel E. Smith
|
| | | | 2/14/24 | | | | | | 112,500 | | | | | | 225,000 | | | | | | 450,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/14/24 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,899 | | | | | | 177,763 | | | ||
| | | 2/14/24 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,500 | | | | | | 12,999 | | | | | | 19,499 | | | | | | — | | | | | | 198,625 | | | ||
Lisa M. Vorakoun
|
| | | | 2/14/24 | | | | | | 103,125 | | | | | | 206,250 | | | | | | 412,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/14/24 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,883 | | | | | | 112,262 | | | ||
| | | 2/14/24 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,741 | | | | | | 7,481 | | | | | | 11,222 | | | | | | — | | | | | | 114,310 | | |
| | |
Stock Awards
|
| |||||||||||||||||||||
Name
|
| |
Number of
Shares or Units of Stock That Have Not Vested (#)(1) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(2) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) |
| ||||||||||||
John P. Albright
|
| | | | 54,292 | | | | | | 1,070,095 | | | | | | 176,835 | | | | | | 3,485,418 | | |
Steven R. Greathouse
|
| | | | 47,160 | | | | | | 929,524 | | | | | | 65,738 | | | | | | 1,295,686 | | |
Philip R. Mays
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Matthew M. Partridge
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Daniel E. Smith
|
| | | | 31,092 | | | | | | 612,823 | | | | | | 48,573 | | | | | | 957,374 | | |
Lisa M. Vorakoun
|
| | | | 21,435 | | | | | | 422,484 | | | | | | 20,859 | | | | | | 411,131 | | |
Name
|
| |
Vesting Date or Last
Date of Performance Period |
| |
Number of
Time-Based Restricted Shares to Vest |
| |
Number of Performance-
Based Performance Shares to Vest |
| ||||||
John P. Albright
|
| |
December 31, 2024
|
| | | | | | | | | | 49,802 | | |
|
January 28, 2025
|
| | | | 26,029 | | | | | | | | | ||
|
December 31, 2025
|
| | | | | | | | | | 59,163 | | | ||
|
January 28, 2026
|
| | | | 18,421 | | | | | | | | | ||
|
December 31, 2026
|
| | | | | | | | | | 67,870 | | | ||
|
January 28, 2027
|
| | | | 9,842 | | | | | | | | | ||
Steven R. Greathouse
|
| |
December 31, 2024
|
| | | | | | | | | | 17,078 | | |
|
January 28, 2025
|
| | | | 12,249 | | | | | | | | | ||
|
December 31, 2025
|
| | | | | | | | | | 22,662 | | | ||
|
January 28, 2026
|
| | | | 9,067 | | | | | | | | | ||
|
July 1, 2025
|
| | | | 21,000 | | | | | | | | | ||
|
December 31, 2026
|
| | | | | | | | | | 25,998 | | | ||
|
January 28, 2027
|
| | | | 4,844 | | | | | | | | | ||
Daniel E. Smith
|
| |
December 31, 2024
|
| | | | | | | | | | 12,078 | | |
|
January 28, 2025
|
| | | | 10,355 | | | | | | | | | ||
|
December 31, 2025
|
| | | | | | | | | | 16,996 | | | ||
|
January 28, 2026
|
| | | | 8,104 | | | | | | | | | ||
|
July 1, 2025
|
| | | | 9,000 | | | | | | | | | ||
|
December 31, 2026
|
| | | | | | | | | | 19,499 | | | ||
|
January 28, 2027
|
| | | | 3,633 | | | | | | | | | ||
Lisa M. Vorakoun
|
| |
December 31, 2024
|
| | | | | | | | | | 4,122 | | |
|
January 28, 2025
|
| | | | 5,920 | | | | | | | | | ||
|
December 31, 2025
|
| | | | | | | | | | 5,515 | | | ||
|
January 28, 2026
|
| | | | 4,220 | | | | | | | | | ||
|
July 1, 2025
|
| | | | 9,000 | | | | | | | | | ||
|
December 31, 2026
|
| | | | | | | | | | 11,222 | | | ||
|
January 28, 2027
|
| | | | 2,295 | | | | | | | | |
| | |
STOCK AWARDS
|
| |||||||||||||||||||||
| | |
TIME-VESTING
RESTRICTED STOCK AWARDS(1) |
| |
PERFORMANCE SHARE
AWARDS(2) |
| ||||||||||||||||||
Name
|
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value
Realized on Vesting ($) |
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value
Realized on Exercise ($) |
| ||||||||||||
John P. Albright
|
| | | | 25,992 | | | | | | 437,705 | | | | | | 64,166 | | | | | | 1,095,955 | | |
Steven R. Greathouse
|
| | | | 11,506 | | | | | | 193,761 | | | | | | 22,005 | | | | | | 375,845 | | |
Philip R. Mays
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Matthew M. Partridge
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Daniel E. Smith
|
| | | | 9,623 | | | | | | 162,051 | | | | | | 15,561 | | | | | | 265,782 | | |
Lisa M. Vorakoun
|
| | | | 5,542 | | | | | | 93,327 | | | | | | 5,171 | | | | | | 88,321 | | |
Name
|
| |
Benefit
|
| |
Change in
Control Without Termination ($) |
| |
Termination
without Cause or with Good Reason after Change in Control ($) |
| |
Termination
without Cause ($) |
| |||||||||
John P. Albright
|
| |
Unvested Time-Based Restricted Stock Awards(1)
|
| | | | — | | | | | | 1,070,095 | | | | | | 1,070,095 | | |
| Severance pursuant to employment agreement | | | | | — | | | | | | 1,761,953 | | | | | | 1,281,420 | | | ||
|
Prorated Annual Incentive Award upon Qualifying Termination
|
| | | | | | | | | | 1,673,855 | | | | | | 608,675 | | | ||
| Unvested Performance Share Awards(1)(2)(3) | | | |
|
—
|
| | | | | 3,485,418 | | | | | | 2,323,612 | | | ||
|
Total
|
| | | | — | | | | |
|
7,991,321
|
| | | |
|
5,283,802
|
| | ||
Steven R. Greathouse
|
| |
Unvested Time-Based Restricted Stock Awards(1)
|
| | | | — | | | | | | 929,524 | | | | | | 929,524 | | |
| Severance pursuant to employment agreement | | | |
|
—
|
| | | | | 400,000 | | | | | | — | | | ||
|
Prorated Annual Incentive Award upon Qualifying Termination
|
| | | | | | | | | | 300,000 | | | | | | 300,000 | | | ||
| Unvested Performance Share Awards(1)(2)(3) | | | | | — | | | | | | 1,295,686 | | | | | | 863,791 | | | ||
|
Total
|
| | | | — | | | | |
|
2,925,210
|
| | | |
|
2,093,315
|
| | ||
Philip R. Mays
|
| |
Unvested Time-Based Restricted Stock Awards(1)
|
| | | | — | | | | | | — | | | | | | — | | |
| Severance pursuant to employment agreement | | | |
|
—
|
| | | | | 375,000 | | | | | | 375,000 | | | ||
|
Prorated Annual Incentive Award upon Qualifying Termination
|
| | | | — | | | | | | 152,152 | | | | | | 152,568 | | | ||
| Unvested Performance Share Awards(1)(2)(3) | | | | | — | | | | | | — | | | | | | — | | | ||
|
Total
|
| | | | — | | | | |
|
527,152
|
| | | |
|
527,152
|
| | ||
Daniel E. Smith
|
| |
Unvested Time-Based Restricted Stock Awards(1)
|
| | |
|
—
|
| | | | | 612,823 | | | | | | 612,823 | | |
| Severance pursuant to employment agreement | | | |
|
—
|
| | | | | 300,000 | | | | |
|
—
|
| | ||
|
Prorated Annual Incentive Award upon Qualifying Termination
|
| | | | | | | | | | 225,000 | | | | | | 225,000 | | | ||
| Unvested Performance Share Awards(1)(2)(3) | | | | | — | | | | | | 957,374 | | | | | | 638,249 | | | ||
| Total | | | | | — | | | | | | 2,095,197 | | | | | | 1,476,072 | | | ||
Lisa M. Vorakoun
|
| |
Unvested Time-Based Restricted Stock Awards(1)
|
| | |
|
—
|
| | | | | 422,484 | | | | | | 422,484 | | |
| Severance pursuant to employment agreement | | | |
|
—
|
| | | | | 275,000 | | | | |
|
—
|
| | ||
|
Prorated Annual Incentive Award upon Qualifying Termination
|
| | | | | | | | | | 206,250 | | | | | | 206,250 | | | ||
| Unvested Performance Share Awards(1)(2)(3) | | | | | — | | | | | | 411,131 | | | | | | 274,087 | | | ||
| Total | | | | | — | | | | | | 1,314,865 | | | | | | 902,821 | | | ||
| TOTAL | | | | | — | | | | | | 14,853,745 | | | | | | 10,283,162 | | |
Year | | | Summary Compensation Table Total for PEO ($) | | | Compensation Actually Paid to PEO(1)(4) ($) | | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | | | Average Compensation Actually Paid to Non-PEO NEOs(1)(4) ($) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income (Loss) Attributable to Common Stockholders ($ in 000’s) | | | FFO Per Fully Diluted Share ($) | | |||||||||||||||||||||||||||
| TSR ($) | | | Peer Group TSR(2) ($) | | ||||||||||||||||||||||||||||||||||||||||||||
(a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | ||||||||||||||||||||||||
2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | |||||||
2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year | | | PEO | | | Non-PEO NEOs | |
2024 | | | | | | Steven Greathouse, Philip Mays, Matthew Partridge, Daniel Smith, Lisa Vorakoun | |
2023 | | | John Albright | | | Steven Greathouse, Matthew Partridge, Daniel Smith | |
2022 | | | John Albright | | | Steven Greathouse, Matthew Partridge, Daniel Smith | |
2021 | | | John Albright | | | Steven Greathouse, Matthew Partridge, Daniel Smith | |
2020 | | | John Albright | | | Steven Greathouse, Matthew Partridge, Mark Patten, Daniel Smith | |
| | | Value of Initial Fixed $100 Investment Based On: | | |||||||||||||||
Year | | | Company TSR ($) | | | 2022 Peer Group TSR ($) | | | 2023 Peer Group TSR ($) | | |||||||||
2020 | | | | | | | | | | | | | | | | | |||
2021 | | | | | | | | | | | | | | | | | |||
2022 | | | | | | | | | | | | | | | | | |||
2023 | | | | | | | | | | | | | | | | | |||
2024 | | | | | | | | | | | | | | | | |
Adjustments to Determine Compensation “Actually Paid” for PEO | | | 2024 | | | 2023 | | | 2022 | | | 2021 | | | 2020 | | |||||||||||||||
Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | | | | | ( | | | | | | ( | | | | | | ( | | | | | | ( | | | | | | ( | | |
Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year-end | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | | | | | | | | | | ( | | | | | | ( | | | | | | | | | | | ( | | | ||
Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | | | | | ( | | | | | | | | | | | ( | | | | | | | | | | | | | |||
Total Adjustments | | | | | | | | | | ( | | | | | | ( | | | | | | | | | | | ( | | |
Adjustments to Determine Compensation “Actually Paid” for Non-PEOs (Average) | | | 2024 | | | 2023 | | | 2022 | | | 2021 | | | 2020 | | |||||||||||||||
Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | | | | | ( | | | | | | ( | | | | | | ( | | | | | | ( | | | | | | ( | | |
Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | | | | | | | | | | ( | | | | | | ( | | | | | | | | | | | ( | | | ||
Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | | | | | ( | | | | | | | | | | | ( | | | | | | | | | | | | | |||
Deduction for the Fair Value of Awards forfeited during year | | | | | ( | | | | | | | | | | | | | | | | | | | | | ( | | | |||
Total Adjustments | | | | | ( | | | | | | ( | | | | | | ( | | | | | | | | | | | ( | | |
![[MISSING IMAGE: bc_tsrandpeergrouptsr-bwlr.jpg]](https://www.sec.gov/Archives/edgar/data/0000023795/000110465925040181/bc_tsrandpeergrouptsr-bwlr.jpg)
![[MISSING IMAGE: bc_netincomeloss-bwlr.jpg]](https://www.sec.gov/Archives/edgar/data/0000023795/000110465925040181/bc_netincomeloss-bwlr.jpg)
![[MISSING IMAGE: bc_adjustedffo-bwlr.jpg]](https://www.sec.gov/Archives/edgar/data/0000023795/000110465925040181/bc_adjustedffo-bwlr.jpg)
Plan category
|
| |
Number of securities
to be issued upon exercise of outstanding options, warrants and rights (a) |
| |
Weighted average
exercise price of outstanding options, warrants and rights (b) |
| |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
| |||||||||
Equity compensation plans approved by security holders(1)
|
| | | | 405,797(2) | | | | | | —(3) | | | | | | 836,038 | | |
Equity compensation plans not approved by security holders
|
| | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | | 405,797 | | | | | | — | | | | | | 836,038 | | |
| | |
2024
|
| |
2023
|
| ||||||
Audit Fees(1)
|
| | | $ | 610,488 | | | | | $ | 578,173 | | |
Audit-Related Fees(2)
|
| | | | 323,400 | | | | | | 141,750 | | |
Tax Fees(3)
|
| | | | 178,421 | | | | | | 205,108 | | |
All Other Fees
|
| | | | — | | | | | | — | | |
Total
|
| | | | 1,112,309 | | | | | | 925,031 | | |
Non-GAAP Financial Measures
Same-Property NOI Reconciliation
(Unaudited)
(In thousands)
| | |
Year Ended
|
| |||||||||
| | |
December 31,
2024 |
| |
December 31,
2023 |
| ||||||
Net Income (Loss) Attributable to the Company
|
| | | $ | (1,965) | | | | | $ | 5,530 | | |
Gain on Disposition of Assets
|
| | | | (8,308) | | | | | | (7,543) | | |
Provision for Impairment
|
| | | | 676 | | | | | | 1,556 | | |
Depreciation and Amortization
|
| | | | 65,049 | | | | | | 44,173 | | |
Amortization of Intangibles to Lease Income
|
| | | | 254 | | | | | | (2,303) | | |
Straight-Line Rent Adjustment
|
| | | | 1,681 | | | | | | 1,159 | | |
COVID-19 Rent Repayments
|
| | | | — | | | | | | (46) | | |
Accretion of Tenant Contribution
|
| | | | 52 | | | | | | 128 | | |
Interest Expense
|
| | | | 22,521 | | | | | | 22,359 | | |
General and Administrative Expenses
|
| | | | 16,269 | | | | | | 14,249 | | |
Investment and Other Income
|
| | | | (2,606) | | | | | | (1,987) | | |
Income Tax Benefit (Expense)
|
| | | | (339) | | | | | | 604 | | |
Real Estate Operations Revenues
|
| | | | (1,981) | | | | | | (3,984) | | |
Real Estate Operations Direct Cost of Revenues
|
| | | | 1,437 | | | | | | 1,723 | | |
Management Fee Income
|
| | | | (4,590) | | | | | | (4,388) | | |
Interest Income from Commercial Loans and Investments
|
| | | | (7,357) | | | | | | (4,084) | | |
Other Non-Recurring Items(1)
|
| | | | (1,507) | | | | | | — | | |
Less: Impact of Properties Not Owned for the Full Reporting Period
|
| | | | (18,845) | | | | | | (9,023) | | |
Same-Property NOI
|
| | | $ | 60,441 | | | | | $ | 58,123 | | |
Non-GAAP Financial Measures
Reconciliation of Net Debt Plus Preferred to Pro Forma Adjusted EBITDA
(Unaudited)
(In thousands)
| | |
Three Months
Ended December 31, 2024 |
| |||
Net Loss Attributable to the Company
|
| | | $ | (15,217) | | |
Depreciation and Amortization of Real Estate
|
| | | | 29,331 | | |
Gain on Disposition of Other Assets, Net of Tax
|
| | | | (354) | | |
Provision for Impairment
|
| | | | 23 | | |
Unrealized Gain on Investment Securities
|
| | | | 3,331 | | |
Distributions to Preferred Stockholders
|
| | | | (1,878) | | |
Amortization of Intangibles to Lease Income
|
| | | | (1,084) | | |
Straight-Line Rent Adjustment
|
| | | | (169) | | |
Other Depreciation and Amortization
|
| | | | (3) | | |
Amortization of Loan Costs & Discount on Convertible Debt & Capitalized Interest
|
| | | | 203 | | |
Non-Cash Compensation
|
| | | | 750 | | |
Other Non-Recurring Items(1)
|
| | | | (255) | | |
Interest Expense, Net of Amortization of Loan Costs and Discount on Convertible Debt
|
| | | | 5,440 | | |
Adjusted EBITDA
|
| | | $ | 20,118 | | |
Annualized Adjusted EBITDA
|
| | | $ | 80,472 | | |
Pro Forma Annualized Impact of Current Quarter Investments and Dispositions,
Net(2) |
| | | | 1,009 | | |
Annualized Preferred Dividends
|
| | | | 7,512 | | |
Pro Forma Adjusted EBITDA
|
| | | $ | 88,993 | | |
Total Long-Term Debt
|
| | | $ | 518,993 | | |
Financing Costs, Net of Accumulated Amortization
|
| | | | 1,796 | | |
Unamortized Convertible Debt Discount
|
| | | | 45 | | |
Cash and Cash Equivalents
|
| | | | (9,017) | | |
Preferred Outstanding (at par value)
|
| | | | 117,827 | | |
Net Debt
|
| | | $ | 629,644 | | |
Net Debt to Pro Forma Adjusted EBITDA
|
| | | | 7.1x | | |
![[MISSING IMAGE: px_25ctorealtyproxy1pg01-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0000023795/000110465925040181/px_25ctorealtyproxy1pg01-4c.jpg)
![[MISSING IMAGE: px_25ctorealtyproxy1pg02-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0000023795/000110465925040181/px_25ctorealtyproxy1pg02-4c.jpg)