DEF 14A of FRP Holdings, Inc., Apr 16, 2026

DEF 14A of FRP Holdings, Inc.

Filed Apr 16, 2026 · FY20250000844059-26-000041

Open on EDGAR

  1. TABLE OF CONTENTS

    | NON-EMPLOYEE DIRECTOR COMPENSATION | 20 | | SECURITIES OWNERSHIP | 22 | | Directors, Director Nominees, and Executive Officers | 22 | | Shareholders Holding More Than Five Percent of Common Stock | 23 | | Delinquent Section 16(a) Reports | 24 | | AUDIT COMMITTEE REPORT | 24 | | Independent Registered Public Accounting Firm | 25 | | Audit and Non-Audit Fees | 25 | | Pre-Approval of Audit and Non-Audit Services | 25 | | PROPOSAL NO. 2: THE EQUITY INCENTIVE PROPOSAL | 25 | | PROPOSAL NO. 3: THE COMPENSATION PROPOSAL | 31 | | OUR EXECUTIVE OFFICERS | 31 | | EXECUTIVE COMPENSATION | 32 | | Summary Compensation Table | 33 | | Outstanding Equity Awards at Fiscal Year-End | 36 | | Pay Versus Performance | 38 | | SHAREHOLDER PROPOSALS | 42 | | DELIVERY OF DOCUMENTS TO SHAREHOLDER SHARING AN ADDRESS | 42 | | WHERE YOU CAN FIND ADDITIONAL INFORMATION | 42 | | TRANSACTION OF OTHER BUSINESS | 44 |

  2. OUR BOARD OF DIRECTORS

    OUR BOARD OF DIRECTORS The table below contains information about our current directors and director nominees. The FRP Board is comprised of a group of leaders in their respective fields. Many directors have senior leadership experience and board and committee experience with public companies. In these positions, they have gained significant and diverse management experience.

  3. OUR BOARD OF DIRECTORS

    | Name | Current Position | Age | History with The Company | | John D. Baker II | Executive Chairman | 77 | Chief Executive Officer: 2008-2010 and 2017- 5/8/2024 Director: 1986- present | | John D. Baker III | Chief Executive Officer | 41 | Chief Financial Officer: 2019-2024 and Chief Executive Officer 5/8/2024- present Director: 5/8/2024- present | | David H. deVilliers, Jr. | Vice Chairman | 74 | President & Chief Operating Officer: 2015-2024, Vice President 1994-2015 Director: 3/6/2024-present | | Matthew S. McAfee | Director | 58 | Director: 3/6/2024-present | | Martin E. Stein, Jr. | Director | 73 | Director: 1992- present | | John S. Surface | Director | 54 | Director: 2022- present | | Nicole B. Thomas | Director | 53 | Director: 2022- present | | William H. Walton III | Director | 73 | Director: 2015- present | | Margaret B. Wetherbee | Director | 56 | Director: 2019- present |

  4. OUR BOARD OF DIRECTORS

    You will be asked to vote on the election of John D. Baker II, John D. Baker III, David H. deVilliers, Jr., Matthew S. McAfee, Martin E. Stein, Jr., John S. Surface, Nicole B. Thomas, William H. Walton III, and Margaret B. Wetherbee to the FRP Board at the Annual Meeting. The FRP Board and the Governance Committee believes that each director nominee brings a strong and unique set of attributes, experience, leadership, and skills in areas of importance to the Company that create a well-balanced, collaborative team that serves the Company and its shareholders well. The biographies below describe each director nominee and his qualifications that led the Governance Committee to nominate these individuals. John D. Baker II serves as the Chairman of the FRP Board. Mr. Baker has served as a director of the Company since 1986, served as the President and Chief Executive Officer from 2008 to 2010, and was again appointed as the Chief Executive Officer of the Company in 2017 until he retired from the position in May of 2024. From 1996 to 2007, Mr. Baker served as President and Chief Executive Officer of Florida Rock Industries, Inc. Mr. Baker is the former chairman and current director of regional utility Jacksonville Electric Authority. Mr. Baker also currently serves as a director of The Jacksonville Civic Counsel and Tiger Academy. Mr. Baker formerly served as a director of Florida Rock Industries, Wachovia Corp., Wells Fargo & Company, Jacksonville Port Authority, Progress Energy, Vulcan Materials, Texas Industries, Hughes Supply, KIPP Jacksonville, Inc., The Florida Council of 100 and Edward Waters College. Prior to his business career, Mr. Baker served in the Marine Corps. Mr. Baker brings to the FRP Board extensive knowledge in rock mining and real estate industries, as well as proven public company leadership and business experience. Mr. Baker is the father of John D. Baker III, Chief Executive Officer of the Company, and the uncle of Margaret B. Wetherbee, director of the Company. John D. Baker III was appointed as the Chief Executive Officer and Director of the Company on May 8, 2024. Mr. Baker first joined the Company’s predecessor in 2012 as a management trainee within the Company’s former transportation business. He transitioned to the Company’s finance department in 2013. After pursuing his MBA at the University of Texas, Mr. Baker returned to the Company in 2016 and served as a financial analyst until his appointment as the Company’s Chief Financial Officer in 2019. Mr. Baker holds a bachelor’s degree in history from Princeton University. Mr. Baker brings to the Board of Directors strong financial acumen and knowledge in real estate investing. Mr. Baker is the son of John D. Baker II, Chairman of the Board of Directors, and the cousin of Margaret B. Wetherbee, director of the Company. David H. deVilliers, Jr. was elected to the FRP Board on March 6, 2024. Mr. deVilliers joined the Company in 1988 and currently serves as the Senior Advisor to the President and Chief Operating Officer of the Company, FRP Development Corp and Florida Rock Properties, Inc. Mr. deVilliers has over 45 years of experience in all phases of residential and commercial real estate development, including acquisition, entitlements, infrastructure construction, building construction, leasing/sales and property management. Mr. deVilliers received a B.A. in business administration from Roanoke College. His career-long service to the Company and expansive knowledge of its industries and operations add valuable perspective and proven leadership to the FRP Board. Matthew S. McAfee, who was elected to the FRP Board on March 6, 2024, has been a practicing real estate lawyer for over 30 years. His practice focuses on commercial real estate transactions, commercial leasing and real estate project finance. In 2003, Mr. McAfee founded Driver McAfee Hawthrone & Diebenow, PLLC, located in Jacksonville, Florida, where he continues to practice. Mr. McAfee previously served as the Chairman of the Jacksonville Symphony Orchestra and the President of the Tree Hill Nature Center. He received a J.D from the University of Florida Levin College of Law and a B.S. from Duke University. Mr. McAfee brings extensive knowledge of the commercial real estate industry, valuable legal experience and experience in board leadership to the FRP Board. Martin E. “Hap” Stein, Jr. was elected as a director of the Company in 1992. Mr. Stein served as Chief Executive Officer of Regency Centers Corporation, a real estate investment trust, from its initial public offering in 1993 through 2019, served as its Chairman of the board from 1999 to 2019, and was appointed Executive Chairman in 2020. Mr. Stein also previously served as a director of Washington and Lee University. Mr. Stein brings to the FRP Board extensive knowledge of the commercial real estate industry, as well as proven public company leadership and business expertise. John S. Surface was elected to the FRP Board on April 1, 2022. Mr. Surface is the Chief Executive Officer of Covius Services and a member of the board of directors of Covius Holdings, Inc. Mr. Surface previously had an 18-year tenure at EverBank Financial Corp, where he served as Senior Executive Vice President responsible for corporate strategy, capital raising, mergers and acquisitions and new growth initiatives. Mr. Surface currently serves on the board of trustees of The Bolles School and the board of directors Southern Bankshares, Inc., serving as its Audit and Risk Committee Chairman. He previously served on the boards of directors of the Jacksonville Symphony Orchestra, Habijax, LISC Jacksonville and the Jacksonville Museum of Science and History. He also previously served as a member of the Williams School Board of Advisors for Washington & Lee University. Mr. Surface received a B.S. in Business Management, magna cum laude and Phi Beta Kappa, from Washington and Lee University and an M.B.A. from Harvard Business School. Mr. Surface’s business and leadership experience brings to the FRP Board valuable insights regarding business strategy and management. Nicole B. Thomas was elected to the FRP Board on April 1, 2022. Ms. Thomas is the hospital president of Baptist Medical Center Jacksonville and is responsible for the operational and strategic direction of the largest hospital in the health system. Ms. Thomas has held several roles with Baptist Health since joining in 2011, including co-chairing its diversity, equity, and inclusion council, chairing its transformation council, serving as senior vice president of specialty services overseeing neurosciences, orthopedics, and oncology, with primary executive responsibility for the formation of Baptist MD Anderson Cancer Center in 2015, and since 2016, serving as Baptist Medical Center South’s president. Prior to joining Baptist Health, she was assistant vice president of Physician Operations for St. Luke’s Episcopal Health System in Houston, and operations administrator at Mayo Clinic Jacksonville. A fellow in the American College of Healthcare Executives, Ms. Thomas was named among Modern Healthcare magazine’s Top 25 Minority Executives in Healthcare in 2018 and 2020 and one of 70 African American leaders in health care to know by Becker’s Hospital Review in 2020. Ms. Thomas serves on the board of directors of the Federal Reserve Bank of Atlanta and Tiger Academy Jacksonville and serves on the OneJax Advisory Board. Ms. Thomas brings valuable experience in shaping diversity, inclusion and social responsibility policies, a proven track record of leadership, and diversity to the FRP Board.

  5. OUR BOARD OF DIRECTORS

    William H. Walton III was elected as a director of the Company in 2015. Mr. Walton is Co-Founder and Managing Member of Rockpoint Group, LLC, a real estate private equity firm and registered investment adviser. Mr. Walton serves on the boards of Boston Properties, Inc. and Crow Holdings, and he is a former director of Dream Finders Homes, Inc. Corporate Office Properties Trust and the St. Joe Company. He has also served as a director or trustee on the boards of several non-profit organizations. Mr. Walton brings to the FRP Board extensive experience in the real estate investment business and a proven track record of leadership. Margaret B. Wetherbee was elected as a director of the Company in 2019. Ms. Wetherbee currently serves as a board member of several non-profit organizations. From 1998 to 2008, Ms. Wetherbee practiced law at Rogers Towers, P.A. in the area of commercial real estate transactions, with a focus on real estate development, finance, sale and acquisition transactions and lease negotiations. Ms. Wetherbee brings valuable legal experience, experience in board leadership, and diversity to the FRP Board.

  6. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our directors receive cash compensation, as well as equity compensation in the form of stock grants of Company common stock. The following table summarizes the compensation paid to each of our directors during 2025. All amounts reflect the dollar value of the compensation.

  7. DIRECTOR COMPENSATION

    | DIRECTOR COMPENSATION | | | | | | | Name | Fees Earned or Paid in Cash ($)(3) | Stock Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation($) | Total | | John D. Baker II(1) | $120,000 | $42,036 | $— | $32,201 | $194,237 | | David H. deVilliers, Jr.(2) | $250,000 | $227,036 | $217,500 | $23,782 | $718,318 | | Matthew S. McAfee | $39,500 | $100,010 | $— | $— | $139,510 | | Martin E. Stein, Jr. | $38,000 | $100,010 | $— | $— | $138,010 | | John S. Surface | $43,000 | $100,010 | $— | $— | $143,010 | | Nicole B. Thomas | $38,000 | $100,010 | $— | $— | $138,010 | | William H. Walton III | $38,000 | $100,010 | $— | $— | $138,010 | | Margaret B. Wetherbee | $28,000 | $100,010 | $— | $— | $128,010 |

  8. DIRECTOR COMPENSATION

    (1)Mr. Baker serves as the Executive Chairman and as a director of the Company. Mr. Baker does not receive director fees; rather, his compensation arrangement with the Company is related to his service as the Executive Chairman. In 2025, Mr. Baker received a base salary of $120,000; a stock issuance valued at $42,036 pursuant to his 2023 LTI Performance Share award (which award is described in footnote 3 to the Summary Compensation Table); and $32,201 in other compensation, which includes 401(k) matching, medical reimbursement, life insurance and perquisites. As of December 31, 2025, Mr. Baker holds an aggregate of 35,720 stock options and 6,543 shares of restricted stock. (2)Mr. deVilliers serves as the Advisor to the President & Chief Operating Officer and as the Vice Chairman of the FRP Board. Mr. deVilliers does not receive director fees; rather, his compensation arrangement with the Company is related to his service as the Advisor to the President & Chief Operating Officer. In 2025, Mr. deVilliers received a base salary of $250,000; a stock issuance valued at $42,036 pursuant to his 2023 LTI Performance Share award (which award is described in footnote 3 to the Summary Compensation Table); a restricted stock grant valued at $60,000, which vests ratably over four years; a long-term incentive restricted stock award (2025 LTI Grant) valued at $125,000, which is subject to performance criteria and Mr. deVilliers’ continued service to the Company (which award is described in footnote 2 to the Summary Compensation Table); and $23,782 in other compensation, which includes 401(k) matching, medical reimbursement, life insurance and perquisites. As of December 31, 2025, Mr. deVilliers holds an aggregate of 38,520 stock options and 20,964 shares of restricted stock. (3)The table below sets forth the cash fees arrangements for the FRP Board and for each committee:

  9. DIRECTOR COMPENSATION

    | All Non-Employee Directors | | | Annual Retainer | $20,000 | | Attendance Fee for Board of Director Meetings | $2,000 | | Audit Committee | | | Annual Fee: Chairman | $10,000 | | Annual Fee: Member | $5,000 | | Meeting Fees: Chairman(a) | $1,500 | | Meeting Fees: Member(a) | $1,000 | | Compensation Committee | | | Annual Fee: Chairman | $5,000 | | Annual Fee: Member | $1,000 | | Meeting Fees: Chairman | $1,500 | | Meeting Fees: Member | $1,000 |

  10. DIRECTOR COMPENSATION

    | Other Committees | | | Annual Fee: Chairman | $2,000 | | Annual Fee: Member | $1,000 | | Meeting Fees: Chairman | $1,500 | | Meeting Fees: Member | $1,000 |

  11. DIRECTOR COMPENSATION

    (a)The Audit Committee members receive no meeting fees for the four regularly-scheduled quarterly meetings. Meeting fees apply only to the extent there are additional Audit Committee meetings. (1)On May 12, 2025, non-employee directors were awarded 3,650 shares of the Company’s common stock under the 2016 Equity Incentive Plan. The value was determined using the closing price of the Company’s common stock on the Nasdaq Stock Market on May 12, 2025, which was $27.40. The aggregate grant date fair value was computed in accordance with FASB Topic 718.

  12. Directors, Director Nominees, and Executive Officers

    Directors, Director Nominees, and Executive Officers The following table shows the number of shares of the Company’s common stock beneficially owned by (i) each of the Company’s directors and director nominees, (ii) each of the Company’s named executive officers, and (iii) all executive officers, directors, and director nominees of the Company as a group, as of December 31, 2025:

  13. Directors, Director Nominees, and Executive Officers

    | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percent of Class | | John D. Baker II | 3,242,920(2) | 16.9% | | John D. Baker III | 248,124(3) | 1.3% | | David H. deVilliers, Jr. | 131,575(4) | * | | David H. deVilliers III | 80,322(5) | * | | Matthew S. McAfee | 6,876 | * | | Matthew C. McNulty | 26,578(6) | * | | Martin E. Stein, Jr. | 383,849(7) | 2.0% | | John S. Surface | 12,928 | * | | Nicole B. Thomas | 12,928 | * | | William H. Walton III | 48,716 | * | | Margaret B. Wetherbee | 390,098(8) | 2.0% | | Total ownership of all directors, director nominees, and executive officers as a group (13 persons): | 4,617,140 | 24.0% |

  14. Directors, Director Nominees, and Executive Officers

    *Less than 1% (1)Unless otherwise indicated, beneficial owners directly hold and have sole voting and investment power with respect to their respective shares reported in this table. (2)John D. Baker II’s beneficial ownership includes: (i) 323,802 shares held in his living trust; (ii) 264,873 shares held in a grantor retained annuity trust; (iii) 2,571,775 shares held by the Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965, for which Mr. Baker serves as co-trustee and is the sole income beneficiary, as to which Mr. Baker has shared voting and investment power, and as to which Mr. Baker disclaims beneficial ownership except to the extent of his pecuniary interest therein; (iv) 7,578 shares held by his wife’s living trust, as to which he disclaims beneficial ownership except to the extent of his pecuniary interest therein; (v) 39,172 shares that are held in the Estate of Edward L. Baker, of which Mr. Baker serves as co-administrator; and (vi) 35,720 shares underlying stock options that are exercisable within 60 days.. (3)John D. Baker III’s beneficial ownership includes (i) 227,844 shares held in his living trust; (ii) 4,029 shares held in trusts for the benefit of his children, for which Mr. Baker serves as trustee; and (iii) 16,251 shares underlying stock options that are exercisable within 60 days. (4)David H. deVilliers, Jr.’s beneficial ownership includes 93,055 shares he holds directly and 38,520 shares underlying stock options that are exercisable within 60 days. (5)David H. deVilliers III’s beneficial ownership includes 67,636 shares that he holds directly, 1,296 shares held in his 401(k) and 11,390 shares underlying stock options that are exercisable within 60 days. (6)Matthew C. McNulty’s beneficial ownership includes 25,106 shares that he holds directly and 1,471.5 shares held in his 401(k). (7)Martin E. Stein’s beneficial ownership includes 142,049 shares that he holds directly and 241,800 shares held by The Regency Group II, a Florida general partnership, as to which Mr. Stein has shared voting and investment power. Mr. Stein owns a 16.175% partnership interest in The Regency Group II. (8)Margaret B. Wetherbee’s beneficial ownership includes (i) 129,190 shares that she holds directly; (ii) 221,736 shares held by the Cynthia L. Baker Trust dated 4/30/65 FBO Edward L. Baker and Margaret B. Wetherbee, of which Ms. Wetherbee serves as co-trustee and is the beneficiary; and (iii) 39,172 shares that are currently held in the Estate of Edward L. Baker, as to which Ms. Wetherbee is the beneficiary.

  15. Summary Compensation Table

    Summary Compensation Table The Summary Compensation Table sets forth information concerning the compensation of our named executive officers for 2025 and 2024. Our compensation program consists of several forms of compensation: base salary, cash incentive bonuses, equity compensation, and other benefits and perquisites.

  16. Summary Compensation Table

    | SUMMARY COMPENSATION TABLE | | | | | | | | | Name and Principal Position | Year | Base Salary | Stock Awards(1) | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | John D. Baker III Chief Executive Officer starting May 8, 2024 | 2025 | $411,000 | $31,500 | $350,000 | $378,120 | $10,680 | $1,181,300 | | | 2024 | $355,100 | $37,500 | $350,000 | $443,875 | $10,530 | $1,197,005 | | David H. deVilliers III Chief Operating Officer | 2025 | $411,000 | $392,000 | $— | $378,120 | $49,093 | $1,230,213 | | | 2024 | $355,100 | $400,000 | $— | $443,875 | $39,559 | $1,238,534 | | Matthew C. McNulty Chief Financial Officer starting May 31, 2024 | 2025 | $305,000 | $385,750 | $— | $168,360 | $13,404 | $872,514 | | | 2024 | $169,167 | $325,000 | $— | $126,875 | $10,159 | $631,201 |

  17. Summary Compensation Table

    (1)This column reflects restricted stock grants to our named executive officers under the 2016 Equity Incentive Plan. Vesting of restricted stock will be accelerated upon a Change of Control (as defined in the 2016 Equity Incentive Plan): 2025 Restricted Stock Awards: On January 1, 2025, deVilliers III was awarded 4,896 shares having a value of $150,000 and McNulty was awarded 6,856 shares having a value of $210,000. The values of the stock awards were determined using the closing price of the Company’s common stock on the Nasdaq Global Select Market on the grant date, which was $30.63. The shares vest ratably over four years. 2025 Long-Term Incentive Awards: On January 1, 2025, deVilliers III was awarded 6,528 shares of restricted stock having a value of $200,000 and McNulty was awarded 5,224 shares of restricted stock having a value of $160,000, which awards are subject to performance conditions and the recipient’s continuous service to the Company (the “2025 LTI Grant”). The performance conditions will be met if certain of the Company’s joint ventures achieve an aggregate target net operating income (NOI) of $27,727,119 for the 24-month performance period ending December 31, 2027. Restricted shares are subject to partial forfeiture if NOI for the performance period is less than the target NOI but greater than or equal to a minimum threshold NOI of $23,848,625 (at which level 50% of the restricted shares will be forfeited), and are subject to complete forfeiture if NOI for the performance period is less than the threshold NOI. Shares of restricted stock that are not forfeited will vest as follows: 25% on the evaluation date (which is expected to be in March 2027), and 25% on December 31 in each of 2027, 2028, and 2029. The values of the restricted stock awards were determined using the closing price of the Company’s common stock on the Nasdaq Global Select Market on the grant date, which was $30.63. 2025 LTI Performance Shares: In connection with the 2025 LTI Grant, deVilliers III and McNulty were also awarded performance shares (the “2025 Performance Shares”), which are not reported in the table based on probable outcome of performance conditions to which they are subject. The performance share awards represent the opportunity for deVilliers III and McNulty to receive additional shares of restricted stock on the 2025 LTI Grant evaluation date if NOI for the performance period exceeds the target NOI, up to a maximum award value of $50,000 for deVilliers III and $40,000 for McNulty, which would be earned upon the achievement of 125% of target NOI. The performance shares are subject to partial forfeiture if NOI for the performance period is greater than the target NOI but less than the maximum NOI, and are subject to complete forfeiture if NOI for the performance period is less than or equal to the target NOI. If earned, the number of restricted shares issued would be calculated based on the closing price of the Company’s common stock on the Nasdaq Global Select Market on the date of issuance, and the restricted shares would be subject to the same conditions and vesting schedule as the 2025 LTI Grant. Issuance Under 2023 LTI Performance Shares: On March 5, 2025, the Company issued restricted stock to our named executive officers pursuant to performance shares that were awarded on January 1, 2023 (“2023 LTI Performance Shares”), which were granted in conjunction with long-term incentive awards covering the 24-month period ending December 31, 2024. The 2023 LTI Performance Shares, which mirror the 2025 LTI Performance Shares described above, vested in part upon the achievement of 121% of target NOI for the 24-month period ended December 31, 2024. As a result, 1,016 restricted shares having a value of $31,500 were awarded to Baker III, 1,356 restricted shares having a value of $42,000 were awarded to deVilliers III and 508 restricted shares having a value of $15,750 were awarded to McNulty, of which 25% vested immediately, 25% vested on December 31, 2025, and 25% will vest on December 31 in each of 2026 and 2027. The values of the restricted shares were determined using the closing price of the Company’s common stock on the Nasdaq Global Select Market on the date of issuance, which was $31.00. 2024 Restricted Stock Awards. On January 1, 2024, deVilliers III was awarded 4,768 shares having a value of $150,000. On May 31, 2024, McNulty was awarded 3,236 shares having a value of $100,000. The values of the stock award were determined using the closing price of the Company’s common stock on the Nasdaq Global Select Market on the grant date, which was $31.44. with respect to deVilliers III’s award and $30.90 with respect to McNulty’s award. All shares vest ratably over four years. 2024 Long-Term Incentive Awards: On January 1, 2024, deVilliers III was awarded 6,360 shares of restricted stock having a value of $200,000, and on May 31, 2024, McNulty was awarded 4,854 shares of restricted stock having a value of $150,000, which awards are subject to performance conditions and the recipient’s continuous service to the Company (the “2024 LTI Grant”). The 2024 LTI Grant, which mirrors the 2025 LTI Grant discussed above, covers the 24-month performance period ending December 31, 2025 and is subject to a target and minimum threshold NOI of $65,827,011 and $55,952,959, respectively. Shares of restricted stock that are not forfeited will vest as follows: 25% on the evaluation date (which is expected to be in March 2026), and 25% on December 31 in each of 2026, 2027, and 2028. The values of the restricted stock awards were determined using the closing price of the Company’s common stock on the Nasdaq Global Select Market on the grant date, which was $31.44, with respect to deVilliers III’s award and $30.60 with respect to McNulty’s award. 2024 LTI Performance Shares: In connection with the 2024 LTI Grant, deVilliers III and McNulty were also awarded performance shares (the “2024 Performance Shares”), which are not reported in the table based on probable outcome of performance conditions to which they are subject. The 2024 Performance Shares, which mirror the 2025 Performance Shares described above, have a maximum award value of $50,000 with respect to deVilliers III and $37,500 with respect to McNulty. If earned, the number of restricted shares issued would be calculated based on the closing price of the Company’s common stock on the Nasdaq Global Select Market on the date of issuance, and the restricted shares would be subject to the same conditions and vesting schedule as the 2024 LTI Grant. Issuance Under 2022 LTI Performance Shares: On March 6, 2024, the Company issued restricted stock to Baker III and deVilliers III pursuant to performance shares that were awarded on January 1, 2022 (“2022 LTI Performance Shares”), which were granted in conjunction with long-term incentive awards covering the 24-month period ending December 31, 2023. The 2022 LTI Performance Shares, which mirror the 2025 LTI Performance Shares described above, vested in full upon the achievement of 125% of target NOI for the 24-month period ended December 31, 2023. As a result, 1,204 restricted shares having a value of $37,500 were awarded to Baker III, and 1,656 restricted shares having a value of $50,000 were awarded to deVilliers III, of which 25% vested immediately, 25% vested on December 31 in each of 2024 and 2025, and 25% will vest on December 31, 2026. The values of the restricted shares were determined using the closing price of the Company’s common stock on the Nasdaq Global Select Market on the date of issuance, which was $30.26.

  18. Summary Compensation Table

    Prorated 2023 Long-Term Incentive Awards and LTI Performance Shares: On May 31, 2024, McNulty was awarded 2,427 shares of restricted stock having a value of $75,000, which awards are subject to performance conditions and the recipient’s continuous service to the Company (the “2023 LTI Grant”). The 2023 LTI Grant, which mirrors the 2025 LTI Grant discussed above, covered the 24-month performance period ending December 31, 2024, and was subject to a target and minimum threshold NOI of $55,577,025 and $47,240,471, respectively. No shares of restricted stock were forfeited, and they vest as follows: 25% vested on the evaluation date (March 5, 2025), 25% vested on December 31, 2025, and 25% will vest on December 31 in each of 2026 and 2027. The values of the restricted stock awards were determined using the closing price of the Company’s common stock on the Nasdaq Global Select Market on the grant date, which was $30.90. In conjunction with the 2023 LTI Grant, McNulty was also awarded performance shares, which: (i) mirror the 2025 Performance Shares discussed above and had a maximum award value of $18,750, (ii) were not reported in the table for 2024 based on probable outcome and performance conditions to which they were subject, and (iii) vested as described in Footnote 3 above. (2)This column reflects stock options under the 2016 Equity Incentive Plan: On January 1, 2025, Mr. Baker was granted $150,000 of options vesting over 4 years and having a term of 10 years. On January 1, 2025, Mr. Baker was also granted $200,000 of options, which are subject to the same performance conditions, vesting schedule and forfeiture risk as the 2025 LTI Grant discussed above, as well as the recipient’s continuous service to the Company. The values shown for all awards reflect the FASB ASC Topic 718 expense associated with the options using the Black-Scholes pricing model, estimating the fair market value of stock options using the assumptions of a risk-free interest rate of 4.46%, dividend yield of zero, volatility of 28.54%, and an expected life of 7 years. On January 1, 2024, Mr. Baker was granted $150,000 of options vesting over 4 years and having a term of 10 years. On January 1, 2024, Mr. Baker was also granted $200,000 of options, which are subject to the same performance conditions, vesting schedule and forfeiture risk as the 2024 LTI Grant discussed above, as well as the recipient’s continuous service to the Company. The value shown for all awards reflects the FASB ASC Topic 718 expense associated with the options using the Black-Scholes pricing model,estimating the fair market value of stock options using the assumptions of a risk-free interest rate of 3.84%, dividend yield of zero, volatility of 28.45%, and an expected life of 7 years. (3)This column represents amounts paid under the Company’s management incentive compensation plan (the “MIC Plan”). The MIC Plan provides officers an opportunity to earn an annual cash bonus for achieving specified performance based goals. Individual awards are expressed as a percentage of each officer’s base salary and are determined by the achievement of individual performance goals, subject to any Company performance criteria set for the applicable period, all of which is set by the Compensation Committee on an annual basis. Each year, a portion of each named executive officer’s cash bonus is contingent upon a determination that the internal control over financial reporting for the company was effective during the applicable year: For fiscal year 2025, John D. Baker III and David H. deVilliers III were eligible to receive bonuses in an amount of up to 125% of their base salaries, and Matthew C. McNulty was eligible to receive a bonus up to 75% of his base salary. Bonuses are contingent upon the Company’s achievement of (i) a combined target representing net operating income (including our joint venture partners’ shares) for all segments except for the mining segment, plus pre-tax cash and profit events (referred to as NOI+) for the fiscal year, and (ii) a target square feet leased for FRP-owned assets during the fiscal year. The targets are weighted at 65% and 35% of the bonus pool, respectively, but an achievement in excess of one target (up to 25%) can be applied to eliminate any corresponding deficit in meeting the other target. For 2025, the maximum bonus pool (125%) is available upon the achievement of NOI+ of $47,964,077 and 374,246 square feet leased. The target NOI+ and square feet leased is $43,952,787 and 133,476, respectively, which would result in the achievement of 100% of the eligible bonus pool. The threshold NOI+ and square feet leased is $39,559,787 and 47,807, respectively, which would result in the achievement of 50% of the eligible bonus pool. For fiscal year 2024, John D. Baker III, David H. deVilliers, Jr., and David H. deVilliers III were eligible to receive bonuses in an amount of up to 125% of their respective base salaries. Bonuses were contingent upon the Company’s achievement of (i) a combined target representing net operating income (including our joint venture partners’ shares) for all segments except for the mining segment, plus pre-tax cash and profit events (referred to as NOI+) for the MIC Period, and (ii) a target square feet leased for FRP-owned assets during the fiscal year. The targets were weighted at 95% and 5% of the bonus pool, respectively, but an achievement in excess of one target (up to 25%) could be applied to eliminate any corresponding deficit in meeting the other target. For 2024, the maximum bonus pool (125%) was available upon the achievement of NOI+ of $48,782,778 and 20,766 square feet leased. The target NOI+ and square feet leased were $44,952,560 and 8,842, respectively, which would have resulted in the achievement of 100% of the eligible bonus pool. The threshold NOI+ and square feet leased were $38,407,560 and 0, respectively, which would have resulted in the achievement of 50% of the eligible bonus pool. (4)The components of “All Other Compensation” are as follows:

  19. Summary Compensation Table

    | Name | Period | 401k Matching Contributions | Personal Use of Company Car | Medical(a) | Misc.(b) | | John D. Baker III | 2025 | $10,500 | — | $— | $180 | | | 2024 | $10,350 | — | $— | $180 | | David H. deVilliers III | 2025 | $10,500 | $3,510 | $34,813 | $270 | | | 2024 | $10,350 | $2,224 | $26,715 | $270 | | Matthew C. McNulty | 2025 | $9,294 | $3,696 | $— | $414 | | | 2024 | $4,350 | $5,567 | $— | $242 |

  20. Summary Compensation Table

    (a)The amounts shown under this column represent benefits paid under our Medical Reimbursement Plan, under which we reimburse certain officers for personal medical expenses not covered by insurance. (b)The amounts shown under this column represent payment of country club and social club dues and purchase of tickets to sporting events on behalf of the named executive officers and other miscellaneous reimbursed expenses. These club memberships and tickets generally are maintained for business entertainment but may be used for personal use. The entire amount has been included, although we believe that only a portion of this cost represents a perquisite.

  21. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End This table sets forth information relating to stock options held by the named executive officers as of December 31, 2025:

  22. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards(1) | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price | Option Expiration Date | | John D. Baker III Chief Executive Officer starting May 8, 2024 | 1,890 | — | $22.250 | 12/05/2027 | | | 5,260 | — | $22.985 | 12/04/2028 | | | 6,100 | 6,100 | $31.440 | 12/31/2033 | | | — | 20,330(2) | $31.440 | 12/31/2033 | | | 3,001 | 9,004 | $30.630 | 12/31/2034 | | | — | 20,010(2) | $30.630 | 12/31/2034 | | David H. deVilliers III Chief Operating Officer | 2,980 | — | $19.500 | 12/06/2026 | | | 3,150 | — | $22.250 | 12/05/2027 | | | 5,260 | — | $22.985 | 12/04/2028 |

  23. Outstanding Equity Awards at Fiscal Year-End

    (1)Options expiring 12/6/2026, 12/5/2027 and 12/4/2028 vested ratably over 5 years and have a term of 10 years. Except as noted in footnote 2 below, all other options vest ratably over 4 years and have a term of 10 years. (2)Options are subject to the same performance conditions, vesting schedule and forfeiture risk as the 2024 LTI Grant and the 2025 LTI Grant, respectively, discussed in footnote 1 to the Summary Compensation Table. This table sets forth information relating to stock awards held by the named executive officers as of December 31, 2025.

  24. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards(1) | | | | | Name | Number of Shares or Units of Stock That Have Not Vested # | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested # | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | John D. Baker III Chief Executive Officer | 5,784(2) | $131,817 | | | | David H. deVilliers III Chief Operating Officer | 13,982(3) | $318,650 | 12,888(4) | $293,718 | | | | | 3,222(5) | $73,429 | | Matthew C. McNulty Chief Financial Officer | 9,037(6) | $205,953 | 10,078(7) | $229,668 | | | | | 2,520(8) | $57,419 |

  25. Outstanding Equity Awards at Fiscal Year-End

    (1)Market value is calculated using the closing price of the Company’s common stock on December 31, 2025, which was $22.79. (2)Includes unvested portion of restricted stock grants issued in fiscal years 2022, 2023 and 2024, of which 4,082 vest on December 31, 2026 and 1,702 vest on December 31, 2027. Of the unvested restricted stock reported, 4,392 shares were issued as long-term incentive awards which were subject to performance criteria at the time of issuance, and which have been earned in full (subject to vesting as described herein) due to the Company’s achievement of the applicable performance conditions. (3)Includes unvested portion of restricted stock grants issued in fiscal years 2022 through 2025, of which 8,147 vest on December 31, 2026, 4,611, vest on December 31, 2027 and 1,224 vest on December 31, 2028. Of the unvested restricted stock reported, 6,534 shares were issued as long-term incentive awards which were subject to performance criteria at the time of issuance, and which have been earned in full (subject to vesting as described herein) due to the Company’s achievement of the applicable performance conditions. (4)Reflects shares of restricted stock awarded pursuant to the 2024 LTI Grant and the 2025 LTI Grant, all of which are subject to forfeiture if the applicable performance conditions are not achieved. See footnote 1 to the Summary Compensation Table. (5)Reflects shares of restricted stock underlying the 2024 Performance Shares and the 2025 Performance Shares, all of which are subject to forfeiture if the applicable performance conditions are not achieved. See footnote 1 to the Summary Compensation Table. The number of underlying shares of restricted stock reported assumes the achievement of the maximum award for the applicable performance period. (6)Includes unvested portion of restricted stock grants issued in fiscal years 2024 and 2025, of which 3,257 vest on December 31, 2026, 3,257 vest on December 31, 2027 and 2,523 vest on December 31, 2028. Of the unvested restricted stock reported, 6,534 shares were issued as long-term incentive awards which were subject to performance criteria at the time of issuance, and which have been earned in full (subject to vesting as described herein) due to the Company’s achievement of the applicable performance conditions. (7)Reflects shares of restricted stock awarded pursuant to the 2024 LTI Grant and the 2025 LTI Grant, all of which are subject to forfeiture if the applicable performance conditions are not achieved. See footnote 1 to the Summary Compensation Table. (8)Reflects shares of restricted stock underlying the 2024 Performance Shares and the 2025 Performance Shares, all of which are subject to forfeiture if the applicable performance conditions are not achieved. See footnote 1 to the Summary Compensation Table. The number of underlying shares of restricted stock reported assumes the achievement of the maximum award for the applicable performance period.

  26. Pay Versus Performance

    Pay Versus Performance In accordance with the SEC’s disclosure requirements regarding pay versus performance, this section discusses the relationship between executive compensation actually paid to our named executive officers and certain financial performance of the Company for fiscal years listed below.

  27. Pay Versus Performance

    | PAY VERSUS PERFORMANCE | | | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Year | Summary Compensation Table Total for Principal Executive Officer (“PEO”)(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table For Non- PEO Named Executive Officers (“NEOs”)(3) | Average Compensation Actually Paid To Non- PEO NEOs(4) | Value Of Initial Fixed $100 Investment Based On Total Shareholder Return(5) | Net Income(6) | | 2025 | $1,181,300 | $789,425 | $1,051,364 | $845,664 | $100 | $3,173,000 | | 2024 | $1,197,005 | $1,172,558 | $1,249,352 | $1,226,040 | $134 | $6,385,000 | | 2023 | $482,596 | $607,606 | $1,208,473 | $1,318,783 | $137 | $5,302,000 | | 2022 | $559,706 | $620,316 | $1,108,865 | $1,170,444 | $118 | $4,565,000 | | 2021 | $694,950 | $811,411 | $1,054,051 | $1,156,563 | $127 | $28,215,000 |

  28. Pay Versus Performance

    (1)The amounts set forth in column (b) represent the amounts of total compensation reported for John D. Baker III (our PEO for 2024 and 2025) and John D. Baker II (our PEO years prior to 2024) for each corresponding year in the “Total” column of the Summary Compensation Table set forth in this proxy statement (the “SCT”). See the section of this proxy statement entitled “Executive Compensation – Summary Compensation Table”. (2)The amounts set forth in column (c) represent the amount of “compensation actually paid” to our PEO, as computed in accordance with Item 402(v) of Regulation S-K. These amounts do not reflect the actual amount of compensation paid to or earned by our PEO during each fiscal year set forth in the table; rather, they reflect our PEO’s total compensation, as reported in the “Total” column of the SCT, after the following adjustments:

  29. Pay Versus Performance

    | Adjustments to Determine Compensation “Actually Paid” to PEO | 2025 | 2024 | 2023 | 2022 | 2021 | | Deduction for amounts reported under the “Stock Awards” column in the SCT | $(381,500) | ($387,500) | ($228,681) | ($300,000) | ($300,000) | | Increase for fair value of awards granted during year that remain unvested as of year-end(a) | $179,944 | $356,724 | $248,500 | $293,591 | $285,590 | | Increase for fair value of awards granted during year that vested during year(a) | $31,079 | $18,876 | $15,420 | $23,321 | $31,732 | | 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(a) | $(178,258) | $(6,778) | $51,120 | $64,141 | $85,432 | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year(a) | $(43,140) | ($5,769) | $38,651 | $(3,855) | $13,708 | | Deduction of fair value of awards granted prior to year that were forfeited during year(a) | — | $— | — | (16,589) | — | | Total Adjustments: | $(391,875) | $(24,447) | $125,010 | $60,609 | $116,462 |

  30. Pay Versus Performance

    (a)The yearly change in the market price of the Company’s common stock was used to adjust the fair value of restricted stock grants. The yearly change in the market price of the Company’s common stock and the change in the probable NOI performance was used to adjust the fair value of the restricted stock grants and performance share awards that are subject to the NOI performance condition. The fair values of outstanding stock options were adjusted based on the yearly change in intrinsic value. (3)The amounts set forth in column (d) represent the average of the amounts reported for our named executive officers as a group (excluding our PEO) in the “Total” column of the summary compensation table. See the section of this proxy statement entitled “Executive Compensation – Summary Compensation Table”. These calculations include total compensation reported for Messrs. deVilliers Jr. and deVilliers III for each fiscal year set forth in the table. (4)The amounts set forth in column (e) represent the amount of “compensation actually paid” to our non-PEO NEOs (namely, Messrs. deVilliers Jr. and deVilliers III), as computed in accordance with Item 402(v) of Regulation S-K. These amounts do not reflect the actual amount of compensation paid to or earned by our non-PEO NEOs during each fiscal year set forth in the table; rather, they reflect the average total compensation of our non-PEO NEOs, as reported in the “Total” column of the SCT, after the following adjustments:

  31. Pay Versus Performance

    | Adjustments to Determine Compensation “Actually Paid” to Non-PEO NEOs | 2025 | 2024 | 2023 | 2022 | 2021 | | Deduction for amounts reported under the “Stock Awards” column in the SCT | $(388,875) | ($375,000) | ($353,681) | ($300,000) | ($300,000) | | Increase for fair value of awards granted during year that remain unvested as of year-end(a) | $244,970 | $311,507 | $357,250 | $293,591 | $285,590 | | Increase for fair value of awards granted during year that vested during year(a) | $46,012 | $55,655 | $20,431 | $23,321 | $31,732 | | 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(a) | $(81,993) | $(7,975) | $51,120 | $65,719 | $75,619 | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year(a) | $(25,813) | ($7,499) | $35,190 | $(4,464) | $9,571 | | Deduction of fair value of awards granted prior to year that were forfeited during year(a) | — | $— | — | (16,589) | — | | Total Adjustments: | $(205,699) | $(23,312) | $110,310 | $61,578 | $102,512 |

  32. Pay Versus Performance

    (b)The yearly change in the market price of the Company’s common stock was used to adjust the fair value of restricted stock grants. The yearly change in the market price of the Company’s common stock and the change in the probable NOI performance was used to adjust the fair value of the restricted stock grants and performance share awards that are subject to the NOI performance condition. The fair values of outstanding stock options were adjusted based on the yearly change in intrinsic value. (5)Cumulative total shareholder return represents the change in share price over the measurement period (the beginning of fiscal year 2022 to the end of fiscal year 2025), assuming reinvestment of all dividends. No dividends were issued during these years. (6)The amounts set forth in column (g) reflects the net income of the Company during each of the fiscal years reported. Analysis of the Information Presented in the Pay Versus Performance Tables The Company is focused on creating long-term value for shareholders by maximizing the value of its real estate holdings and making strategic investments. Our projects typically take several years to come to fruition, and our net income may vary significantly from year to year based on the status of those projects. Accordingly, we do not tie compensation specifically to net income; rather, the Company’s MIC plan calculates bonuses based on net operating income, leased square feet and the achievement of specified individual goals, and longer-term equity-based awards vest based on the aggregate net operating income of certain joint ventures. The following chart reflects the relationship between “compensation actually paid” to our PEO and our non-PEO NEOs and the Company’s total shareholder return over the period the fiscal years shown. An integral part of our executive compensation program is equity-based. The Company’s objective in granting equity-based awards is to align our executive officers’ interests with those of our shareholders by providing a continuing incentive to maximize long-term value for shareholders and encouraging long-term employment.