UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 28, 2022, the compensation committee of the board of directors (the “Compensation Committee”) of CTO Realty Growth, Inc. (the “Company”) approved changes to the compensation of, and a one-time restricted share award to, certain executive officers in order to incentivize and retain them, as well as amendments to the Company’s outstanding restricted share award agreements (the “RSA Agreements”) and performance share award agreements (the “PSA Agreements”) entered into pursuant to grants under the Company’s Third Amended and Restated 2010 Equity Incentive Plan (the “2010 Plan”).
Base Salary and Bonus Target Increase
The Compensation Committee approved, effective July 1, 2022: an increase to the base salary of Steven R. Greathouse, the Company’s Senior Vice President and Chief Investment Officer, from $367,500 to $400,000 and an increase in Mr. Greathouse’s “individual target opportunity” (as defined in the Company’s 2017 Executive Annual Cash Incentive Plan (the “Annual Incentive Plan”)) for 2022 under the Annual Incentive Plan from 50% of base salary to 75% of base salary and “threshold” and “maximum” opportunity for 2022 of 37.5% and 112.5% of base salary, respectively; an increase to the base salary of Matthew M. Partridge, the Company’s Senior Vice President, Chief Financial Officer and Treasurer, from $367,500 to $400,000 and an increase in Mr. Partridge’s individual target opportunity for 2022 under the Annual Incentive Plan from 50% of base salary to 75% of base salary and “threshold” and “maximum” opportunity for 2022 of 37.5% and 112.5% of base salary, respectively; and an increase to the base salary of Daniel E. Smith, the Company’s Senior Vice President, General Counsel and Corporate Secretary, from $259,875 to $282,857 and an increase in Mr. Smith’s individual target opportunity for 2022 under the Annual Incentive Plan from 50% of base salary to 75% of base salary and “threshold” and “maximum” opportunity for 2022 of 37.5% and 112.5% of base salary, respectively.
Restricted Share Awards
Effective as of July 1, 2022 the Company entered into a restricted share award agreement with each of Messrs. Greathouse, Partridge and Smith (the “July 2022 Agreements”), pursuant to which Messrs. Greathouse, Partridge and Smith were awarded 21,000, 21,000 and 9,000 shares of restricted Company common stock (the “Awarded Shares”), respectively, under the 2010 Plan. The number of Awarded Shares takes into consideration and reflects the Company’s 3-for-1 stock split, which was effected in the form of a stock dividend that was paid on June 30, 2022 to stockholders of record at the close of business on June 27, 2022. Under the July 2022 Agreements, the Awarded Shares for each grantee vest and become non-forfeitable on July 1, 2025, or upon (i) the termination of such grantee’s employment by the Company or one of its subsidiaries without “cause” (as defined in the July 2022 Agreements) or (ii) such grantee voluntarily terminating employment for “good reason” (as defined in the July 2022 Agreements). The foregoing description is qualified by reference to the full text of the July 2022 Agreements, the form of which is filed as Exhibit 10.1 attached hereto, and incorporated herein by reference.
Amendments to RSA Agreements and PSA Agreements
The Compensation Committee also approved the omnibus amendment to the RSA Agreements (the “RSA Amendment”) and the omnibus amendment to the PSA Agreements (the “PSA Amendment”). The RSA Amendment amends each RSA Agreement to provide that the restrictions on all of the shares awarded
pursuant to such RSA Agreement expire, and such shares become transferable and nonforfeitable, upon (i) the termination of such grantee’s employment by the Company or one of its subsidiaries without “cause” (as defined in the RSA Amendment) or (ii) such grantee voluntarily terminating employment for “good reason” (as defined in the RSA Amendment). The foregoing description is qualified by reference to the full text of the RSA Amendment filed as Exhibit 10.2 attached hereto, and incorporated herein by reference.
The PSA Amendment amends each PSA Agreement to provide that if (i) the grantee’s employment by the Company or one of its subsidiaries is terminated without “cause” (as defined in the PSA Amendment) or (ii) such grantee voluntarily terminates employment for “good reason” (as defined in the PSA Amendment) (a “Qualifying Termination”), then the grantee’s right and interest in the shares awarded pursuant to such PSA Agreement that have not yet vested shall vest as follows: the percentage of shares that vest under the applicable PSA Agreement shall be the greater of (a) the percentage of shares awarded under such PSA Agreement that would vest based on the total shareholder return achieved by the Company as if the applicable performance period had ended on the date of the Qualifying Termination (as determined by the Compensation Committee), multiplied by a fraction, the denominator of which is the total number of days in the applicable performance period and the numerator of which is the number of days from the beginning of the applicable performance period to the date of the Qualifying Termination); or (b) 100% of the shares awarded under such PSA Agreement. The foregoing description is qualified by reference to the full text of the PSA Amendment filed as Exhibit 10.3 attached hereto, and incorporated herein by reference.
The RSA Amendment and PSA Amendment amend 2020, 2021 and 2022 RSA Agreements and PSA Agreements with John P. Albright, the Company’s President & Chief Executive Officer, Mr. Greathouse and Mr. Smith for their 2019, 2020, and 2021 performance; a 2020 RSA Agreement and PSA Agreement with Mr. Partridge in connection with the commencement of his employment on October 1, 2020; and 2021 and 2022 RSA Agreements and PSA Agreements with Mr. Partridge for his 2020 and 2021 performance.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.2 Omnibus Amendment to Restricted Share Award Agreements, dated as of July 1, 2022 |
10.3 Omnibus Amendment to Performance Share Award Agreements, dated as of July 1, 2022 |
104 Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 1, 2022
CTO Realty Growth, Inc.
By: /s/ Matthew M. Partridge
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)