DEF 14A of Alpine Income Property Trust, Inc.
Filed Apr 9, 20240001104659-24-045214
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS At the Annual Meeting, six directors are to be elected to hold office for a term of one year, until the next annual meeting and until their successors have been elected and qualified. In accordance with the provisions of the Bylaws and Maryland law, each member of the Board is elected annually. All of the nominees for election as a director are presently serving as directors. If a nominee becomes unavailable to serve as a director for any reason, the shares represented by any proxy will be voted for the person, if any, who may be designated by the Board to replace that nominee. At this time, the Board has no reason to believe that any nominee will be unavailable to serve as a director if elected. Five of the nominees for election as a director, Ms. Elias Wein and Messrs. Decker, Good, Richardson and Yarckin, are independent under all applicable criteria for independence set forth in the listing standards of the NYSE. The following table sets forth summary information about each person nominated for election as a director:
ELECTION OF DIRECTORS
| Name | Age | Title | Director Since | Committee Memberships | | Mr. John P. Albright | 58 | Director | 2019 | None | | Mr. Mark O. Decker | 48 | Independent Director | 2019 | Audit Committee Nominating and Corporate Governance Committee | | Ms. Rachel Elias Wein | 45 | Independent Director | 2021 | Audit Committee Compensation Committee | | Mr. M. Carson Good | 62 | Independent Director | 2019 | Compensation Committee Nominating and Corporate Governance Committee (Chairman) | | Mr. Andrew C. Richardson | 57 | Chairman of the Board | 2019 | Audit Committee (Chairman) | | Mr. Jeffrey S. Yarckin | 61 | Independent Director | 2019 | Compensation Committee (Chairman) Nominating and Corporate Governance Committee |
Director Qualifications
Director Qualifications The Nominating and Corporate Governance Committee of the Board (the “Governance Committee”) believes that our directors should possess the following qualifications: • Education, background, skills and experience that provide knowledge of business, financial, governmental or legal matters relevant to our business or to our status as a publicly-traded company; • A high level of personal and professional ethics, integrity and values; • Reputation for exercising good business judgment; • Commitment to representing the long-term interests of our stockholders; and • Sufficient available time to be able to fulfill his or her responsibilities as a member of the Board and of any committees to which he or she may be appointed. The Governance Committee endeavors to ensure the Board represents a broad range of experience, qualifications, skills and attributes and, as a whole, reflects an appropriate diversity of background, experience and perspectives. We believe that the nominees for election as a director have the qualifications necessary to ensure that we are taking appropriate steps to address the complex issues confronting us in a challenging business and economic environment. The nominees for election as a director have held leadership positions in business (and in particular the real estate, investment and financial services business sectors) and finance over an extended period of time. Each of the nominees has demonstrated a long record of professional integrity, intellectual acumen, analytic skills, a strong work ethic and the ability to maintain a constructive environment for discussion of matters considered by the Board. Additionally, our directors have experience as board members of a diverse range of public and/or private companies.
Director Nominees
Director Nominees John P. Albright currently serves as our president and chief executive officer and a member of the Board and as president, chief executive officer and director of CTO Realty Growth, Inc. (“CTO”), the parent company of our external manager and, as of March 21, 2024, owner of approximately 15.7% of our outstanding equity, including units of limited partnership interest in the Operating Partnership (as defined below). Mr. Albright has served as our president and chief executive officer and as a director since our formation in August 2019. He has served as a director of CTO since 2012 and chief executive officer since 2011. Prior to joining CTO, Mr. Albright was the Co-Head and Managing Director of Archon Capital, a Goldman Sachs Company located in Irving, Texas. We believe that Mr. Albright’s experience involving various aspects of investment, lending and development of commercial properties, as well as real estate investment banking, brings important and valuable skills to the Board. Mark O. Decker, Jr. has served as one of our directors since November 2019. He is a member of the Audit and Governance Committees. In May 2023, Mr. Decker formed Proterra Real Estate Partners (“Proterra”) to invest in real estate opportunities, and he currently serves as Managing Director of Proterra. From April 2017 to March 2023, Mr. Decker served as President, Chief Executive Officer and Chief Investment Officer and as a member of the board of trustees of Centerspace, a NYSE-listed real estate investment trust (“REIT”) focused on the ownership, management, acquisition, development and redevelopment of apartment communities. From August 2016 to April 2017, Mr. Decker served as the President and Chief Investment Officer of Investors Real Estate Trust. From 2011 to 2016, he served as Managing Director and U.S. Group Head of Real Estate Investment and Corporate Banking at BMO Capital Markets, the North American-based investment banking subsidiary of the Canadian Bank of Montreal. We believe that Mr. Decker’s experience, including capital markets and strategic planning, familiarity with the various real estate markets in which the Company operates and extensive contacts through his years in real estate investment banking, brings important and valuable skills to the Board. Rachel Elias Wein has served as one of our directors since February 2021. She is a member of the Audit Committee and the Compensation Committee of the Board (the “Compensation Committee”). Ms. Elias Wein is the Founder and Chief Executive Officer of WeinPlus, a strategy and management consultancy focused on commercial real estate. In this capacity, Ms. Elias Wein serves as the principal strategic advisor to national retailers and institutional real estate organizations. She has held this position since January 2009. Prior to founding WeinPlus, Ms. Elias Wein served as a development executive with The Sembler Company, a multifaceted real estate development company, and senior associate with Ernst & Young’s Real Estate Advisory practice. Ms. Elias Wein serves as a Trustee for the St. Petersburg Police Department Pension Fund and on the Advisory Board for Essential Growth Properties. We believe Ms. Elias Wein’s experience involving real estate and retail strategy, consumer change, and capital allocation brings important and valuable skills to the Board. M. Carson Good has served as one of our directors since November 2019. He is chairman of the Governance Committee and a member of the Compensation Committee. Mr. Good is currently the President of Good Capital Group, a private real estate investment company that structures and provides capital to operators and makes direct investments in assets in Florida. He has served in this capacity since 1989. In addition, Mr. Good currently serves as Chairman of the Board of the Greater Orlando Airport Authority (GOAA), and has been a member of the GOAA board of directors since April 2019. From 2010 to 2019, Mr. Good also served as Managing Director and Florida Broker of Record for Jones Lang LaSalle, a Fortune 500 global real estate services company. We believe Mr. Good’s experience involving real estate operating, managing and financing, brings important and valuable skills to the Board. Andrew C. Richardson has served as one of our directors since November 2019. He is chairman of the Board and chairman of the Audit Committee. Mr. Richardson is currently the CEO of RCM Living Holdings LLC, a commercial real estate asset management platform which provides services related to the multifamily investments owned by private investment funds sponsored by Raven & Company. He has held this position since January 2021. Previously, from May 2018 to August 2019, Mr. Richardson was the Chief Operating Officer of Waypoint Residential, a private real estate investment firm focused on the U.S. rental housing sector. In addition, Mr. Richardson served on the board of directors, audit committee and compensation committee of DiamondPeak Holdings Corp (NASDAQ: DPHC), a special purpose acquisition company, from March 2019 to October 2020. Mr. Richardson also served as the Chief Financial Officer and President of Land and Development of iStar, Inc., a NYSE-listed REIT, and as the Chief Financial Officer of Safehold Inc., a NYSE-listed ground lease REIT that was externally managed by iStar, from March 2018 to May 2019. Mr. Richardson also served as the Chief Financial Officer of The Howard Hughes Corporation, a NYSE-listed company that owns, manages and develops commercial, residential and mixed-use real estate throughout the U.S., from 2011 to 2016 and as the Chief Financial Officer of NorthStar Realty Finance Corp., a NYSE-listed real estate finance company, from 2006 to 2011. We believe Mr. Richardson’s extensive public company experience in the real estate finance and land development sectors brings important and valuable skills to the Board. Jeffrey S. Yarckin has served as one of our directors since November 2019. He is chairman of the Compensation Committee and a member of the Governance Committee. Mr. Yarckin is currently the Co-President and Chief Operating Officer and a co-founder of TriGate Capital, LLC, a real estate private equity firm. He has served in this capacity since 2007. Previously, Mr. Yarckin served as Co-President and Chief Executive Officer of ORIX Capital Markets, LLC, the proprietary trading, investment and asset management arm of ORIX USA Corporation, from 2004 to 2007 and prior to that was a founding partner of the Lone Star Funds. We believe Mr. Yarckin’s experience in real estate investing, as well as his real estate private equity experience and relationships within the real estate industry, brings important and valuable skills to the Board. There are no family relationships among our directors or executive officers. Based upon the recommendation of the Governance Committee, John P. Albright, Mark O. Decker, Jr., Rachel Elias Wein, M. Carson Good, Andrew C. Richardson and Jeffrey S. Yarckin have each been nominated by the Board to be re-elected to the Board for new one-year terms expiring at the 2025 annual meeting of stockholders. All of the Board’s nominees for election as directors are currently directors and have been re-nominated by the Board. Each of the Board’s nominees has consented in writing to being named in this proxy statement and indicated his or her willingness to serve if elected. Unless otherwise specified when the proxy is appointed (whether by Internet, telephone or executed and returned proxy card), all proxies will be voted for the election of the persons who have been recommended to the Board by the Governance Committee as nominees for director. If any nominee should be unable to serve, which is not anticipated, the proxy will be voted for such other persons as shall be determined by the persons named in the proxy in accordance with their judgment.
Director Nominees
Our Board of Directors recommends a vote “FOR” the election of John P. Albright, Mark O. Decker, Jr., Rachel Elias Wein, M. Carson Good, Andrew C. Richardson and Jeffrey S. Yarckin as directors. To vote for these nominees, please vote by telephone or over the Internet, or by requesting, completing and returning a proxy card, all as described in the Internet Availability Notice.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
DIRECTOR COMPENSATION FOR 2023
DIRECTOR COMPENSATION FOR 2023 In 2019, the Board adopted a non-employee director compensation policy, which was last amended effective as of January 1, 2023 (the “Director Compensation Policy”). Pursuant to the Director Compensation Policy, (i) each non-employee director receives an annual retainer of $60,000 and (ii) the Chairman of the Board receives an additional annual retainer of $18,000, both of which retainer amounts are payable quarterly in arrears, in either cash or shares of Company common stock, as elected by each non-employee director at the commencement of each fiscal year. In addition, we reimburse each of our non-employee directors for his or her travel expenses incurred in connection with his or her attendance at Board and committee meetings. Directors who are officers or employees of our external manager or CTO will not receive compensation for serving on the Board. The table below summarizes the compensation information for our directors for the fiscal year ended December 31, 2023. Mr. Albright, our president and chief executive officer, is not included in this table as he receives no compensation for his services as a director.
DIRECTOR COMPENSATION FOR 2023
| | Fees Earned or Paid in Cash(1) ($) | All Other Compensation(2) | Total ($) | | Mark O. Decker, Jr. | $59,967 | $0 | $59,967 | | Rachel Elias Wein | $59,967 | $0 | $59,967 | | M. Carson Good | $59,967 | $0 | $59,967 | | Andrew C. Richardson | $77,957 | $0 | $77,957 | | Jeffrey S. Yarckin | $59,967 | $0 | $59,967 |
DIRECTOR COMPENSATION FOR 2023
(1) For 2023, Ms. Elias Wein and Messrs. Decker, Good, Richardson and Yarckin elected to receive their annual retainer payment in common stock of the Company, which resulted in such directors being awarded the following share amounts in lieu of cash: Ms. Elias Wein, 3,610; Mr. Decker: 3,610; Mr. Good: 3,610; Mr. Richardson: 4,693; Mr. Yarckin: 3,610. The number of shares awarded was calculated by dividing (i) the amount of the quarterly retainer payment due to such director by (ii) the 20-day trailing average closing price of the Company’s common stock as of the last business day of the quarter for which such payment applied, rounded down to the nearest whole number of shares. We pay or reimburse directors for reasonable expenses incurred in attending Board or Committee meetings, such as automobile mileage or airfare, which amounts are not included as fees or other compensation.
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS The Board has nominated directors John P. Albright, Mark O. Decker, Jr., Rachel Elias Wein, M. Carson Good, Andrew C. Richardson and Jeffrey S. Yarckin to be elected to hold office for a term of one year, until the next annual meeting and until their successors have been elected and qualified.
Recommendation Regarding the Election of Directors
Recommendation Regarding the Election of Directors The Board recommends that you vote FOR electing the six named nominees as our directors.