DEF 14A of Alpine Income Property Trust, Inc.
Filed Apr 7, 20260001104659-26-040381
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS At the Annual Meeting, five 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. Four of the nominees for election as a director, Mses. Elias Wein and Wadleigh and Messrs. Good and Richardson 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 | 60 | Director | 2019 | None | | Ms. Rachel Elias Wein | 47 | Independent Director | 2021 | Audit Committee Compensation Committee (Chairman) Nominating and Corporate Governance Committee | | Mr. M. Carson Good | 64 | Independent Director | 2019 | Compensation Committee Nominating and Corporate Governance Committee (Chairman) | | Mr. Andrew C. Richardson | 59 | Chairman of the Board | 2019 | Audit Committee (Chairman) | | Ms. Brenna A. Wadleigh | 53 | Independent Director | 2024 | Audit Committee Compensation 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 19, 2026, owner of approximately 14.0% of our outstanding common 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. Rachel Elias Wein has served as one of our directors since February 2021. She is chairman of the Compensation Committee of the Board (the “Compensation Committee”) and a member of the Audit Committee and the Governance 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. In addition, she serves as a Senior Advisor at Costco Wholesale. Prior to founding WeinPlus, Ms. Elias Wein held various roles at The Sembler Company, a multifaceted real estate development company, and Ernst & Young in the Real Estate Advisory practice. Ms. Elias Wein currently serves as a Trustee for the St. Petersburg Police Department Pension Fund since 2023, and the Office Depot Retail Advisory Board since 2025. She also serves as a Trustee of the International Council of Shopping Centers Foundation, Shorecrest Preparatory School, and the University of Florida Bergstrom Center for Real Estate. 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 has been a member of the Board of Directors of the Greater Orlando Airport Authority (GOAA) since April 2019, having served as Chairman of the Board from 2020 to 2024, and currently serving as chair of the GOAA’s Executive Airport Commission as well as the Commercial Properties Committee. In addition, Mr. Good currently serves on the Board of Governors of the State University System of Florida, having been appointed to that position in May 2024 by Governor Ron DeSantis. From 2010 to 2019, Mr. Good served as Managing Director for Jones Lang LaSalle, and prior to that served as a Senior Vice President for Trammell Crow 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. RCM Living filed for bankruptcy protection in August 2025, and after resolution of all disputed claims, emerged from bankruptcy in January 2026. Previously, from May 2019 to August 2020, 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. Brenna A. Wadleigh has served as one of our directors since November 2024. She is a member of the Audit Committee and the Compensation Committee. Ms. Wadleigh has served as Chief Executive Officer of N3 Real Estate since 2015. N3 Real Estate is a real estate development and investment firm based in Southlake, Texas that acquires, develops and manages retail properties across the U.S. Ms. Wadleigh is a member of the College of Business Advisory Board of the University of Texas at Arlington and previously served in various roles with Commercial Real Estate Women (CREW Dallas). Prior to joining N3 Real Estate as President in 2007, Ms. Wadleigh served in various roles at Crescent Real Estate Equities, a publicly traded REIT based in Fort Worth, Texas, from 1998 to 2007. Ms. Wadleigh earned a Bachelor of Business Administration in Finance from the University of Texas at Arlington and is a Certified Public Accountant and licensed Sales Agent in Texas. We believe Ms. Wadleigh’s extensive experience involving real estate investment, real estate development, and accounting and strategic planning matters 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, Rachel Elias Wein, M. Carson Good, Andrew C. Richardson and Brenna A. Wadleigh have each been nominated by the Board to be re-elected to the Board for new one-year terms expiring at the 2027 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, Rachel Elias Wein, M. Carson Good, Andrew C. Richardson and Brenna A. Wadleigh 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 2025
DIRECTOR COMPENSATION FOR 2025 In 2019, the Board adopted a non-employee director compensation policy, which was amended effective as of January 1, 2023, and further amended effective as of January 1, 2025 (the “Director Compensation Policy”). In 2025, pursuant to the Director Compensation Policy: (i) each non-employee director received (A) an annual cash retainer of $50,000 (the “Director Cash Retainer”) and (B) an annual equity award of $70,000, paid in shares of the Company’s common stock (the “Director Equity Retainer”); and (ii) the Chairman of the Board received an additional annual cash retainer of $30,000 (the “Chairman Cash Retainer”). The Director Cash Retainer and the Chairman Cash Retainer were payable quarterly in arrears, in either cash or shares of the Company’s common stock, as elected by each non-employee director at the commencement of the year. The Director Equity Retainer was payable quarterly in arrears in shares of the Company’s common stock. In addition to the above-described retainer fees, we reimburse our non-employee directors for their travel expenses incurred in connection with their attendance at Board and committee meetings. Directors who are officers or employees of our external manager or CTO do not receive compensation for serving on the Board. The table below shows the annual compensation paid to non-employee directors for services performed in the fiscal year ended December 31, 2025. Mr. Albright, our president and chief executive officer, is not included in this table as he receives no compensation for his services as a director.
DIRECTOR COMPENSATION FOR 2025
| NAME | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Rachel Elias Wein | $50,000 | $69,961 | $119,961 | | M. Carson Good | $50,015 | $69,961 | $119,976 | | Andrew C. Richardson | $80,000 | $69,961 | $149,961 | | Brenna A. Wadleigh | $50,015 | $69,961 | $119,976 | | Total 2025 Director Compensation | $230,030 | $279,844 | $509,874 |
DIRECTOR COMPENSATION FOR 2025
(1) For 2025, Ms. Wadleigh and Mr. Good elected to receive their annual $50,000 Director Cash Retainer in shares of the Company’s common stock, which resulted in such directors each being awarded 3,182 fully vested, unrestricted shares of the Company’s common stock in lieu of cash. The number of shares awarded to the directors making such election was calculated by dividing (i) the amount of the quarterly Director Cash Retainer 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 share. The amounts included in this column reflect the aggregate grant date fair value of restricted stock granted to non-employee directors during 2025, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”), disregarding the estimate of forfeitures. The number of shares awarded was calculated by dividing (i) the amount of the quarterly Director Equity Retainer 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 share.
Pay Versus Performance
Pay Versus Performance In August 2022, the SEC adopted final pay-versus-performance rules that require registrants to disclose information reflecting the relationship between executive compensation actually paid by a registrant and the registrant’s financial performance. The rules implement a requirement mandated by the Dodd-Frank Act. Disclosure pursuant to such rules is not included herein because we are externally managed by the Manager and do not have any employees. Our president and chief executive officer and each of our other executive officers, each of whom is an executive officer of CTO, do not receive cash compensation from us for serving as our executive officers. As employees of CTO, our president and chief executive officer and each of our other executive officers are compensated under compensation arrangements made with CTO. Pursuant to the Management Agreement, the Manager is not entitled to be reimbursed for wages, salaries and benefits of CTO’s officers and employees provided to the Company through the Manager and we do not determine what our executive officers are paid by our Manager.
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS The Board has nominated directors John P. Albright, Rachel Elias Wein, M. Carson Good, Andrew C. Richardson and Brenna A. Wadleigh 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 five named nominees as our directors.