DEF 14A of Tejon Ranch Co, Apr 3, 2026

DEF 14A of Tejon Ranch Co

Filed Apr 3, 2026 · FY20250001628280-26-023519

Open on EDGAR

  1. THE ELECTION OF DIRECTORS

    THE ELECTION OF DIRECTORS The Board currently consists of ten directors whose terms expire at the Annual Meeting. As previously disclosed, in accordance with our Bylaws, the Board has fixed the number of directors constituting the Board at nine (9) effective immediately upon adjournment of the Annual Meeting. Each director elected at the Annual Meeting shall hold office until the next annual meeting and will serve until his or her successor is elected and qualified, or until his or her earlier death, resignation, or removal. The Board’s nominees for election at the Annual Meeting are Steven A. Betts, Gregory S. Bielli, Denise Gammon, Andrew Dakos, Anthony L. Leggio, Jeffrey J. McCall, Norman J. Metcalfe, Eric H. Speron, and Daniel R. Tisch. Each of the Board’s nominees is currently a director of the Company. All directors were last elected by shareholders at the 2025 Annual Meeting of Shareholders. Kenneth G. Yee, who has served as a director since November 4, 2024, informed the Board on March 9, 2026, of his intention not to stand for reelection at the Annual Meeting and, as such, he has not been nominated to stand for reelection. Except as noted herein, each proxy solicited by and on behalf of the Board will be voted “FOR” the election of the nominees named above (unless such authority is withheld, as provided in the proxy), and unless otherwise instructed, one-ninth of the votes to which the shareholder is entitled will be cast for each of the nominees. While you may provide instructions with respect to any or all of the nominees, if you mark a vote “FOR” fewer than nine (9) nominees, your shares will be voted “FOR” only those nominees you have so marked as described below. Any shareholder who holds shares in street name and desires to allocate votes among specific nominees may do so by either informing the shareholder’s broker, banker or other custodian of the shareholder’s desire to attend the Annual Meeting, requesting a legal proxy to attend the Annual Meeting, and voting at the Annual Meeting or, where permitted by the broker, banker or other custodian, by following the instructions on the voting instruction form provided by such broker, banker or other custodian. Because each broker, banker or custodian has its own procedures and requirements, a shareholder holding shares in street name who wishes to allocate votes to specific nominees should contact its broker, banker or other custodian for specific instructions on how to obtain a legal proxy or provide vote allocation instructions. All of the nominees of the Board have consented to being named in this Proxy Statement and to serve if elected; although, as reported in prior securities filings, in seeking nomination to be re-elected at the Annual Meeting, Board Chair Norman J. Metcalfe and Director Gregory S. Bielli stated that, while they are and will remain fully engaged in Company matters during their service, their intent (if re-elected at the Annual Meeting) is to retire and not seek reelection at the 2027 annual meeting. In the event that any one or more of the nominees shall become unable to serve or for good cause refuses to serve as director (an event that is not anticipated), the proxy holders will vote for substitute nominees in their discretion. Shareholder nominations of persons for election to the Board must be made pursuant to timely written notice to the Secretary of the Company pursuant to, and contain the information required by, the Company’s Certificate of Incorporation and Bylaws. See “Shareholder Proposals for 2027 Annual Meeting” for additional information on the procedure for shareholder nominations. THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE FOR ELECTION AS A DIRECTOR.

  2. Consideration of Director Nominees

    Consideration of Director Nominees The Board believes the Board, as a whole, should possess the requisite combination of skills, professional experience, and diversity of backgrounds to oversee the Company’s business. The Board also believes that each individual director should possess certain attributes, as discussed below. Accordingly, the Board and the Nominating and Corporate Governance Committee ("Nominating Committee") consider the qualifications of directors and director candidates individually, as well as in the broader context of the Board’s overall composition and the Company’s current and future needs. The Nominating Committee is responsible for selecting nominees for election to the Board. In considering candidates for the Board, the Nominating Committee evaluates the entirety of each candidate’s credentials, attributes, and other factors (as described in greater detail in the Company’s Corporate Governance Guidelines) but does not have any specific minimum qualifications that a nominee must meet. However, the Nominating Committee seeks as directors individuals with substantial management experience who possess the high personal values, judgment, and integrity; an understanding of the environment in which the Company does business; and diverse experience with the key business, financial, and other challenges that the Company faces. In addition, in considering the nomination of existing directors, the Nominating Committee takes into consideration (i) each director’s contribution to the Board; (ii) any material change in the director’s employment or responsibilities with any other organization; (iii) the director’s ability to attend meetings and fully participate in Board and committee activities on which the director serves; (iv) whether the director has developed any relationships with the Company or another organization, or other circumstances that may have arisen, that might make it inappropriate for the director to continue serving on the Board; and (v) the director’s age and length of service on the Board. The Nominating Committee recognizes that a broad diversity of backgrounds, experiences, and cultures, including on the basis of gender, race, ethnicity, underrepresented communities, viewpoints, and practical experiences, can enhance the effectiveness of the Board, and analyzes this as a part of its evaluation of each candidate. The Nominating Committee takes into account how each candidate’s diversity of background, experience, qualifications, attributes, and skills may complement, supplement, or duplicate those of other prospective candidates. The Nominating Committee reviews its effectiveness in balancing these considerations when assessing the composition of the Board, which as discussed below is one of the committee’s responsibilities. In addition, the Board is committed to having a membership that reflects a diversity of ethnicity, race, and gender. Based on the parameters described above, the Board has determined that the nine directors standing for reelection have the qualifications, experience, and attributes appropriate for a director of the Company. As reflected below, each director has a varied background in the real estate industry, finance, capital markets, public policy and/or agriculture. These are all areas that are integral to the strategy, operations, and successful oversight of the Company.

  3. Board Composition and Leadership Structure

    Board Composition and Leadership Structure The Board is currently composed of ten directors whose terms will expire at the Annual Meeting. As previously disclosed, in accordance with our Bylaws, the Board has determined to fix the number of directors constituting the Board at nine (9) effective immediately upon adjournment of the Annual Meeting. Additional reduction in the number of directors by the 2027 annual meeting is discussed below under the heading "Board Refreshment, Succession Planning and Board Size Reductions." The Board’s leadership is structured so that the Chairman of the Board and CEO are separate positions. The Chairman of the Board is also an independent director. The Board believes that this structure is appropriate for the Company and its shareholders at this time because it provides an additional layer of managerial oversight and risk management as to management and management’s activities and allows the Board to act independently of management. The Board believes Mr. Metcalfe’s finance background and capital structure experience within the real estate industry at a time when the Company will be evaluating various new sources of capital make him qualified to serve as Chairman of the Board at this time. The Board believes that its programs for overseeing risk, as described under “Board’s Role in Risk Oversight,” would be effective under a variety of leadership frameworks. Accordingly, the Board’s risk oversight function did not significantly impact its selection of the current leadership structure.

  4. Director Qualifications and Biographical Information

    Director Qualifications and Biographical Information In keeping with its stated criteria for director nominees described in the section entitled “Consideration of Director Nominees” above, the Nominating Committee determined that each director has substantial management experience, exhibits the highest personal values, judgment, and integrity, and possesses both an understanding of the environment in which the Company does business and diverse experience with the key business, financial, and other challenges that the Company faces. Each director is or has been a leader in his or her respective field and brings diverse talents and perspectives to the Board. The Nominating Committee also considered the experience and qualifications outlined below in the biographical information for each director, including the current director nominees, as well as other public company board service.

  5. Board Refreshment, Succession Planning and Board Size Reductions

    Board Refreshment, Succession Planning and Board Size Reductions One half of our current directors joined the Board within the past two years. Ms. Gammon and Messrs. McCall, Speron and Yee joined the Board in 2024, and Mr. Dakos joined the Board in 2025. As noted above, Director Yee has indicated his retirement at adjournment of the Annual Meeting and will not be standing for reelection (as a result, the Board size has been reduced to nine directors upon adjournment of the 2026 Annual Meeting). The Board believes these new directors have further strengthened the Company’s commitment to growing diversified cash flow streams while also advancing the sustainable development of our entitled land assets, and bring a diversity of experience and background from their decades of practical executive-level experience in banking, finance, accounting, land and master planned community development, and business operations. As reported in prior securities filings and as discussed at the November 2025 investor event and in earnings calls, the Board previously instructed the Nominating Committee to review and propose recommendations on Board size and committee structure changes for Board consideration. As a result of this review and based on recommendations from the Nominating Committee, the Board unanimously adopted a resolution expressing the intention to further reduce the number of Directors in light of Board Chair Metcalfe’s and Director Bielli’s stated intentions to retire and not seek reelection at the 2027 annual meeting (if reelected at the Annual Meeting), such that by the 2027 annual meeting the Board will be comprised of seven Directors. This further reduction in Board size will be formally approved by Board action at the time of said retirements as provided by Article III, Section 2 of the Bylaws. Additionally, the Board unanimously adopted a resolution to eliminate the Board’s Executive Committee, effective immediately on adoption of such resolution (i.e., as of March 9, 2026). In taking these actions, the Board believes it has aligned its current makeup for effectively executing on the Company's business plans and has also taken specific action to right-size the Board for the Company's future, while preserving needed expertise.

  6. Key Qualifications, Characteristics and Skills of Our Director Nominees

    Key Qualifications, Characteristics and Skills of Our Director Nominees

  7. Key Qualifications, Characteristics and Skills of Our Director Nominees

    | | Independent | Leadership | Industry | Operating & Investment | Financial | Business Development | Corporate Governance & Law | Other Boards | | Betts, Steven A. | • | • | • | | | • | • | • | | Bielli, Gregory S. | | • | • | • | • | • | • | | | Gammon, Denise | • | • | • | | | • | • | | | Dakos, Andrew | • | • | | • | • | | | • | | Leggio, Anthony L. | • | • | • | | • | • | • | • | | McCall, Jeffrey J. | • | • | • | • | • | | | | | Metcalfe, Norman J. | • | • | • | • | • | | | • | | Speron, Eric H. | • | • | • | • | • | | • | • | | Tisch, Daniel R. | • | • | | • | • | | | • |

  8. Key Qualifications, Characteristics and Skills of Our Director Nominees

    The following table sets forth information regarding the Board’s nominees for directors at the 2026 Annual Meeting.

  9. Key Qualifications, Characteristics and Skills of Our Director Nominees

    | | Director Since | Age | | Steven A. Betts | 2014 | 68 | | Mr. Betts is Managing Director of Development for Holualoa Companies, a 37-year-old real estate investment and development company with three-quarters of a billion dollars in commercial, multifamily and hospitality assets held and under development all across the U.S. and in Europe. He has held this position since August 2020. Prior to this, he served as a strategic advisor to Holualoa since 2015. Mr. Betts is also President of Betts Real Estate Advisors, a consulting company he founded in 2017. He has served as a strategic advisor to the Southwest Division of Hines, one of the largest commercial investment and development companies in the world, since 2015; as a strategic advisor to Concord Wilshire Capital, a hospitality and residential investor and developer in Florida and California since 2020. Mr. Betts serves as a strategic advisor to DeRito Partners Development Inc., a Phoenix area retail and auto mall developer, and to BNSF Railway's industrial development division. He is the Chairman of University Realty, a subsidiary of Enterprise Partners, an affiliate of Arizona State University. He was also the Director of Development for Chanen Development Company, an affiliate of Chanen Construction, headquartered in Phoenix, from November 2013 to the end of 2018. Briefly, from June to October 2013, he served as the interim CEO of the PhoenixMart project. Mr. Betts also served as the Senior Vice President and Managing Director of Assets for the ASU Foundation from March 2012 through May 2013. Prior to these endeavors, Mr. Betts was President and CEO of SunCor Development Company (“SunCor”) from 2005 to 2010, a half- billion-dollar-plus asset-based subsidiary of the publicly traded Pinnacle West Capital Corporation. SunCor was a developer of master planned communities throughout the Mountainwest and large-scale commercial projects in Metropolitan Phoenix. Mr. Betts holds numerous private board and committee posts, including on the Board of Directors of Arizona State University’s Enterprise Partners, the Executive Committee and Board of the Greater Phoenix Economic Council, Board member and Chair of the Audit Committee of the Arizona Community Foundation, Emeritus Board of Trustees and Past Chairman of the Arizona Chapter of The Nature Conservancy, member and a past-Chairman of the Urban Land Institute-Arizona District Council and Governance Committee. Mr. Betts received his law degree with honors from DePaul University and a B.A. with honors from Augustana College. Our Board believes that Mr. Betts’ master planned community, multi-family, and commercial development background makes him well qualified to serve as a director. | | | | Gregory S. Bielli | 2013 | 65 |

  10. Key Qualifications, Characteristics and Skills of Our Director Nominees

    | | Director Since | Age | | Mr. Bielli served as President and CEO of Tejon Ranch Co. from December 2013 until his retirement on March 31, 2025. From April 1, 2025 through March 31, 2026, Mr. Bielli served the Company pursuant to a post-retirement consulting agreement (this agreement ended on March 31, 2026), providing strategic counsel to the Board and current Chief Executive Officer. Mr. Bielli presently is the managing member of MKC Advisors, LLC, a real estate development and consulting firm (and with whom the Company has contracted in relation to the consulting agreement referenced in the previous sentence), a position he has held since July 2024. Mr. Bielli previously served as the Chief Operating Officer for the Company from September 2013 through November 2013. Mr. Bielli has in excess of 36 years of experience in real estate, land acquisition, development, and financing. Prior to Tejon Ranch, he was a regional president of Newland Communities, one of the country’s largest and most successful master planned community developers. Mr. Bielli served as President of Newland’s Western Region from 2006 until September 2013. Mr. Bielli earned a bachelor’s degree in political science from the University of Arizona in 1983. Our Board believes that Mr. Bielli’s experience in real estate operations, specifically master planned communities, and his position as the former CEO of the Company, make him well qualified to serve as a director. | | | | Andrew Dakos | 2025 | 60 | | Andrew Dakos, is a principal and partner in Bulldog Investors, LLP, an SEC registered investment advisor that manages three NYSE listed SEC registered investment companies and separately managed accounts, since 2009. Since 2019, he has also been a Managing Partner of Ryan Heritage, LLP, an SEC registered investment advisor that manages an exchange traded fund (ETF) and separately managed accounts. He is a Principal of the former general partner of several private investment partnerships in the Bulldog Investors group of private funds. Over the past five years, he has served as Director of (and currently serves as President of) Special Opportunities Fund, Inc., Chairman and President of Total Return Securities Fund (f/k/a The Swiss Helvetia Fund, Inc.), Director of Brookfield DTLA Fund Office Trust Investor, Inc., Director of BNY Mellon Municipal Income Inc. and Trustee of High Income Securities Fund. Director Dakos holds a Bachelor of Science degree in Business Administration from the University of Delaware. Our Board believes that as a representative of a significant investor, and someone with extensive experience in capital markets, investment practices and business operations, Mr. Dakos is well qualified to serve as a director. | | | | Denise Gammon | 2024 | 62 | | Ms. Gammon has been the President of Gammon Real Estate Advisors, a development services advisory firm engaged on master planned community projects, including in California, Colorado and Hawaii, since February 2019. Prior to Gammon Real Estate Advisors, Ms. Gammon served as Executive Managing Partner/Mixed-Use, Multi-Family of Holland Partner Group, a real estate development firm, from 2016 to 2018. Previously, Ms. Gammon served as President of Communities, Mixed Use Group of McWhinney Development, a mixed-use master plan development company, from 2011 to 2013, and Senior Vice President of Development for Forest City, a master planned development, from 1999 to 2010. Ms. Gammon has also held roles with The Irvine Company and Simeon Residential Properties. Ms. Gammon has been involved in over $5 billion in land acquisitions, dispositions and project capitalizations. Ms. Gammon holds a Bachelor of Science degree in Business/Finance from the University of Colorado. Our Board believes that Ms. Gammon’s experience in real estate and land development, specifically with respect to master planned communities in California, makes her well qualified to serve as a director. | | | | Anthony L. Leggio | 2012 | 73 |

  11. Key Qualifications, Characteristics and Skills of Our Director Nominees

    | | Director Since | Age | | Mr. Leggio has been President of Bolthouse Properties, LLC, a diversified real estate development company with commercial, residential, and agricultural holdings since January 2006. Prior to serving at Bolthouse Properties, Mr. Leggio served as Vice President and General Counsel of Wm. Bolthouse Farms from July 2001 until December 2005. Previously, Mr. Leggio was Managing Partner of the law firm of Clifford and Brown for nearly 25 years. Mr. Leggio served as a director of Valley Republic Bank from 2008 until its merger with Tri Counties Bank in March 2022. Since the merger he has been a director of Tri Counties Bank. Mr. Leggio also serves as a director of private companies Three Way Chevrolet Company since 2000 and Mark Christopher Chevrolet since 2001. Mr. Leggio received his B.S. degree from the University of the Pacific and his J.D. from the University of the Pacific, McGeorge School of Law. Our Board believes that Mr. Leggio’s real estate development and agricultural experience, his tenure as chief executive officer of a real estate development company and his legal experience make him well qualified to serve as a director. | | | | Jeffrey J. McCall | 2024 | 54 | | Mr. McCall served as Chief Operating and Financial Officer at Quarterra Group, Inc., a Lennar Corporation subsidiary that oversees multi-strategy residential real estate investments, from May 2021 through March 2025. Prior to and while serving at Quarterra, Mr. McCall served as Executive Vice President of Lennar Corporation, one of the nation’s largest publicly traded real estate development companies, from February 2018 to March 2025. Mr. McCall previously led operations and corporate finance as Chief Financial Officer for CalAtlantic Group, Inc. and its predecessor Standard Pacific Corp., a national home builder, from June 2011 to February 2018. Mr. McCall holds a Bachelor of Science in Finance (graduating magna cum laude) from Northern Illinois University, and holds a Master of Business Administration (with concentrations in Accountancy and Finance) from the University of Chicago. Our Board believes that Mr. McCall’s experience in finance, accounting and business operations and his service as an executive in real estate development companies make him well qualified to serve as a director. | | | | Norman J. Metcalfe | 1998 | 83 | | Mr. Metcalfe has served as Chairman of the Company’s Board of Directors since 2014. Mr. Metcalfe has an extensive history and background in real estate development and home building. He previously was Vice Chairman and Chief Financial Officer of The Irvine Company, one of the nation’s largest real estate and community development companies. Mr. Metcalfe retired from The Irvine Company in 1997. Mr. Metcalfe is the owner and sole proprietor of Norman Metcalfe Consulting, Inc. Prior to The Irvine Company, Mr. Metcalfe spent over 20 years in various real estate, corporate finance, and investment positions with the Kaufman and Broad/SunAmerica family of companies. These positions included President and Chief Investment Officer of SunAmerica Investments and Chief Financial Officer of Kaufman and Broad Home Corporation (currently known as KB Home). Mr. Metcalfe served as a director of CalAtlantic Homes from 2000 until February 2018. Mr. Metcalfe received a B.S. and an M.B.A. from the University of Washington. Our Board believes that Mr. Metcalfe’s extensive financial experience, understanding of capital structure within the real estate industry, and experience in publicly held companies make him well qualified to serve as a director. | | | | Eric H. Speron | 2024 | 46 | | Mr. Speron has worked with First Foundation Advisors since June 2007, and currently serves as Managing Director of Equities. First Foundation is a banking, trust services, financial planning and investment management company, and Mr. Speron is the portfolio manager of FBBYX, the First Foundation Total Return Fund. Prior to the role at First Foundation Advisors, and between June 2002 and June 2007, Mr. Speron was a Vice President with JP Morgan's Institutional Equity division. Mr. Speron currently serves as a director for Alico, Inc., Tandy Leather, Inc. and Keweenaw Land Association, positions he has held since February 2026, April 2023, and May 2021, respectively. Between January 2016 and May 2022, Mr. Speron served as the lead independent director of Vidler Water. Mr. Speron holds a Bachelor of Arts from Georgetown University, with a double major in History and Government, and a minor in English. Mr. Speron is a Chartered Financial Analyst. Our Board believes that Mr. Speron’s depth of financial experience, understanding of business operations in key company segments such as water assets and retail, and experience in corporate governance make him well qualified to serve as a director. | | |

  12. Key Qualifications, Characteristics and Skills of Our Director Nominees

    | | Director Since | Age | | Daniel R. Tisch | 2012 | 75 | | Mr. Tisch has been the managing member of TowerView LLC, an investment fund of the Tisch Family, since 2001. Since January 2012, Mr. Tisch has also served as a director of Vornado Realty Trust, a real estate investment trust. Mr. Tisch graduated from Brown University and has over 51 years of investing experience. Mr. Tisch worked for major Wall Street firms from 1973 to 1989 and has been managing investment partnerships since then. Our Board believes that Mr. Tisch’s investment industry background and his experience in capital raising and risk management make him well qualified to serve as a director. | | |

  13. 2025 Performance and Compensation Outcomes

    2025 Performance and Compensation Outcomes Results for 2025 reflected progress across many areas, though performance did not fully meet target levels. Consistent with our pay-for-performance philosophy, executive compensation outcomes reflected this performance: •Adjusted EBITDA: The Company Adjusted EBITDA results were below target. Performance reflected higher corporate expenses, including costs associated with the contested board election and proxy defense, as well as lower equity earnings from unconsolidated joint ventures. These impacts were partially offset by improved operating results in the commercial/industrial segment driven by land sales activity and stronger performance in the farming segment, including increased pistachio revenues reflecting their on-bearing year. •Annual Incentives: Payouts were above threshold but below target, reflecting overall performance that fell short of plans. •Long-Term Incentives (2023–2025 cycle): In milestone awards, only one of three performance milestones was achieved, one was not achieved, and one milestone was removed by the Compensation Committee due to the Company making a strategic decision to not proceed during the timeframe), This resulted in approximately 50% of target shares earned. •PVUs: No awards vested, as share price performance did not meet required thresholds. •Short-Term Milestone Objectives: Delivered on a range of operational, strategic and stakeholder-focused objectives aligned with the Company’s annual business plan, with the CEO and all NEOs achieving greater than 95% of established targets. These outcomes demonstrate a direct alignment between compensation and performance, with reduced or forfeited payouts where performance objectives were not achieved.

  14. Annual Cash Incentives

    Annual Cash Incentives Total incentives earned were just above the required threshold, with overall performance falling short of the full target. Contributing factors included: •Adjusted EBITDA Achievement: The Company's Adjusted EBITDA in 2025 was below the targeted level. Results benefited from increased land sales activity within the commercial/industrial segment and improved farming performance, including higher pistachio production. These positive contributions were partially offset by higher corporate expenses, including costs associated with the contested board election and proxy defense efforts, as well as lower equity earnings from unconsolidated joint ventures. •Short-Term Milestone Objectives. For 2025, four milestone objectives were established that supported the Company's long-term growth strategy. Performance nearly met target levels for three of the milestones and one milestone was not achieved. •Individual Performance: Our CEO and Compensation Committee consider individual performance in determining final payouts. For 2025, achievement levels across our NEOs ranged from 96% to 99%.

  15. Long-Term Incentives

    Long-Term Incentives For the Company's long-term incentive strategy, 2025 represented a transition year, where the overall compensation program demonstrated alignment with the Company's financial performance. For Messrs. Velasquez, McMahon, and Houston, it represented the final performance year of the 2023 – 2025 Long-Term Milestone and 2023-2025 Price-Vested Unit awards. Messrs. Bielli and Lyda did not receive any new grants during 2025. As the incoming CEO, Mr. Walker received a combination of 50% time-based RSUs and 50% performance-based stock awards (see Mr. Walker: Incoming CEO Compensation section below). Awards earned in 2025 varied by metric, with some payouts achieved while other awards were forfeited due to not achieving targeted goals. •2023 – 2025 Milestone Objective Awards: The original 2023 Milestone awards included three key objectives, of which only one was completed. During the performance period, management recommended and the Board approved a determination to not pursue the Grapevine North master planned community, thereby negating one of the milestones. As such, the Committee determined that the decision regarding Grapevine North was in the best interest of the Company, as a result, 50% of the targeted shares were earned based on achieving one of two remaining milestones. •2023-2025 Price-Vested Units: The NEOs failed to meet the 2023 PVU price appreciation objectives, as the stock price of $15.77 at December 31, 2025 was less than the target price of $20.72. As a result, no 2023 Price Vested Unit grants vested. •2025 Non-CEO Equity Awards: Messrs. Velasquez, McMahon, and Houston received grants of time-vested RSUs and PVUs that have a performance period from 2025-2027.

  16. 2026 Compensation Plan Update

    2026 Compensation Plan Update With the leadership change in 2025 and go-forward compensation plan update, the Company conducted a thorough review of the executive compensation strategy. Key elements of the go-forward plan include: •Annual Incentive Plan: Maintained most of the key metrics (e.g., Adjusted EBITDA vs. budget, milestone achievement, individual objectives), modified allocations among metrics, and introduced a new metric of Adjusted EBITDA growth that measures performance improvement for assets held for at least one year to represent “same store growth” equivalents •Long-Term Incentive Plan: Adopted various changes to align the leadership team on achieving key goals that will drive shareholder value, including: •Set all NEOs at the same equity mix, with 60% of awards being performance-based and 40% in time-vested RSUs •Retained the long-term milestone framework (decreased to 30% weighting), but shifted to a strategy of granting new awards in each year instead of the legacy approach of one large grant to cover a single 3-year cycle (e.g., 2023 – 2025) •Adopted a new 3-year rTSR program (increased to 30% weighting) to replace the previous Price Vested Unit program

  17. Compensation Philosophy and Practices

    | WHAT WE DO | | WHAT WE DO NOT DO | | ✓Utilize multiple performance metrics in our incentive plans tied to our short- and long-term goals equity vehicles | ✖ | No tax gross-ups for executive officers on perquisites or change-in-control-related payments | | ✓Employ objective short-term goals for the majority of our NEOs’ annual incentive opportunities | ✖ | No hedging of TRC stock | | ✓Provide a majority of equity compensation opportunity through performance-based compensation elements | ✖ | No pledging of TRC stock | | ✓Align a significant portion of long-term equity opportunity to project milestones that are linked to shareholder value creation | ✖ | No holding of TRC stock in margin accounts | | ✓Maintain an executive compensation recovery (clawback) policy, consistent with SEC and NYSE requirements, to ensure accountability | ✖ | No repricing or replacing underwater equity awards without shareholder approval | | ✓Require executives and directors to own Company stock to reinforce the alignment of their interests with those of our shareholders | ✖ | No “single trigger” cash severance or stock grant vesting based solely upon the occurrence of a change in control. | | ✓Utilize an independent compensation consultant who reports directly to the Compensation Committee | ✖ | No large bonus payouts without justifiable performance linkage | | ✓Recognize an independent Chairman of the Board in our corporate governance structure | ✖ | No guaranteed annual incentive payout | | ✓Provide an annual shareholder “say on pay” vote | ✖ | No timing of equity awards in coordination with the release of material non-public information | | ✓Conduct an Annual Compensation Risk Assessment | ✖ | No excessive perquisites |

  18. Compensation Philosophy and Practices

    | Pay Principles | Long–term Incentives | Annual Cash Incentives | Base Pay | Benefits | | Total compensation should reinforce business objectives and values. | • | • | • | • | | A significant portion of a NEO’s total compensation should be variable and based on company and individual performance. | • | • | | | | Incentive compensation should balance long-term, intermediate, and short-term performance. | • | • | | | | Incentive compensation should align the interests of NEOs with shareholders. | • | • | | | | Compensation should foster a culture of collaboration, which shares focus and commitment to our Company | • | • | | | | Compensation opportunities should be competitive. | • | • | • | • | | A portion of compensation should provide NEOs with a stable, predictable source of income and benefits. | | | • | • |

  19. The Role of the Compensation Consultant

    The Role of the Compensation Consultant The Compensation Committee engages an independent compensation consultant each year to provide a competitive compensation assessment with respect to the executive officers to assist the Compensation Committee in making annual compensation decisions. Since 2018, Semler Brossy Consulting Group, LLC (“Semler Brossy”), has been engaged by the Compensation Committee each year to provide industry compensation data, and to provide the Compensation Committee with advice regarding NEOs’ compensation, including base salaries, annual incentive pay and long-term equity compensation, and similar advice regarding non-employee directors’ compensation. The Compensation Committee has also consulted with Semler Brossy to update the peer company compensation data on an annual basis and address specific questions that arise as the committee fulfills their responsibilities as outlined in the Compensation Committee charter. The advisor provides support in addressing changes in trends and best practices for executive compensation, incentive, and equity and/or other best practices that are requested by the Compensation Committee, in order to help inform the Compensation Committee’s decisions. The Compensation Committee re-evaluated its compensation advisory services consultant in 2024. As the result of a competitive proposal process, the Compensation Committee selected Semler Brossy to provide services post-2024, through the “key person” serving the Company was changed in order to provide a new perspective on the overall pay program design in conjunction with bringing on a new CEO and to implement material feedback gathered from shareholders during the 2025 say on pay vote process and subsequent shareholder engagement. Semler Brossy reports directly to the Compensation Committee, which maintains the authority to direct Semler Brossy’s work and engagement. Semler Brossy interacts with management to gain access to company information that is required to perform services and to understand the culture and policies of the organization. Semler Brossy attends Compensation Committee meetings, and the Compensation Committee and Semler Brossy meet in executive session with no members of management present, as needed, to address various compensation matters, including deliberations regarding our CEO’s compensation. In assessing Semler Brossy’s independence from management in providing executive compensation services to the Compensation Committee, the Compensation Committee considered that Semler Brossy is only engaged by, takes direction from, and reports to, the Compensation Committee for such services and, accordingly, only the Compensation Committee has the right to terminate or replace Semler Brossy as its compensation consultant at any time. The Compensation Committee also analyzed whether the work of Semler Brossy as a compensation consultant with respect to executive and director compensation raised any conflict of interest, taking into consideration the following factors:

  20. The Role of the Compensation Consultant

    | ✓ The provision of other services to our company by Semler Brossy and its affiliates. | | ✓ The amount of fees we paid to Semler Brossy and its affiliates as a percentage of Semler Brossy’s total revenue. | | ✓ Any business or personal relationship of Semler Brossy or the individual compensation advisors employed by it with any executive officer of our company. | | ✓ Any business or personal relationship of the individual compensation advisors with any Compensation Committee member. | | ✓ Semler Brossy’s policies and procedures that are designed to prevent conflicts of interest. | | ✓ Any ordinary shares of our company owned by Semler Brossy, or the individual compensation advisors employed by it. |

  21. The Role of the Compensation Consultant

    The Compensation Committee has determined, based on its analysis of the above factors, that the work of Semler Brossy and the individual compensation advisors employed by Semler Brossy as compensation consultants to our company has not created any conflict of interest.

  22. Compensation Risk Assessment

    | ✓ Annual short-term incentive awards for each NEO are limited to the fixed maximum specified in the incentive plan. Cash awards under the annual short-term incentive plan are limited to 150% of the target cash award. | | ✓ Annual short-term incentive awards are based on a review of a variety of performance factors, thus diversifying the risk associated with any single aspect of performance, while amounts received from performance stock awards are based on Company results rather than an individual executive officer’s performance. | | ✓ The variable compensation program places a greater weight on long-term pay opportunity as compared to short-term opportunity. | | ✓ The annual incentive plan allocates the highest weighting on overall corporate performance. | | ✓ Stock awards are not tied to formulas that could focus our NEOs on driving specific short-term outcomes. | | ✓ The Compensation Committee, which is composed of independent members of our Board, approves final incentive plan cash and stock awards in its discretion after reviewing executive and corporate performance. | | ✓ All incentive awards are subject to our clawback policy. | | ✓ The majority of long-term value is delivered in shares of the Company with a multi-year vesting schedule, which aligns the interests of our NEOs to the long-term interests of shareholders. | | ✓ NEOs are subject to our executive stock ownership requirements. |

  23. Market Comparison Review—2025 and 2026 Peer Groups

    Market Comparison Review—2025 and 2026 Peer Groups We aim to attract and retain highly qualified executive officers in an extremely competitive market, and the Compensation Committee believes it is important when making its compensation decisions to be informed on current practices of comparable public companies with which we compete for top talent. To this end, the Compensation Committee reviews market data for each executive officer’s position, compiled by Semler Brossy, including information relating to the mix and levels of compensation for executive officers in the real estate industry. In order to recruit and retain the executives, we need to successfully manage and monetize our assets, which are only partially developed currently. As such, we compare compensation to companies with greater current revenues with generally comparable market capitalization levels when compared to our Company. We view real estate development peers with larger revenue as peers whose assets are further along in their lifecycle than our current assets, which in turn makes them our strongest competitors for talent. The peer group represents one of many inputs used in determining compensation levels for our executives, where the Committee also considers factors such as individual performance, experience, and the breadth of role contributions. We do not target a specific positioning vs. market, though we generally seek to align with market median and adjust as needed based on the factors noted above. 2025 Peer Group: The peer group used to inform 2025 target compensation levels was established in 2024, and included the following companies:

  24. Market Comparison Review—2025 and 2026 Peer Groups

    | Agree Realty Corporation | Kite Realty Trust | | Alico, Inc. | Limoneira Company | | Alexander & Baldwin | One Liberty Properties, Inc. | | BRT Apartments Corp | Retail Opportunity Investment Corp. | | CTO Realty Growth, Inc. | Saul Centers, Inc. | | Five Point Holdings, LLC | Stratus Properties Inc. | | Forestar Group, Inc. | The St. Joe Company |

  25. Market Comparison Review—2025 and 2026 Peer Groups

    2026 Peer Group: One key piece of investor and shareholder advisor input in 2025 was to ensure that pay levels were appropriately calibrated versus market. Accordingly, the Company undertook a thorough review of the peer group during 2025 with a focus on creating greater alignment on the size profiles for the peer companies, while still retaining a high degree of alignment on the business focus as we sought to include companies that focused on real estate development and management, and preferably with an agricultural business component as well. As a result, the Compensation Committee removed Agree Realty Corporation, Forestar Group Inc., Kite Realty Group Trust, One Liberty Properties, Inc., Retail Opportunity Investments Corp. and Saul Centers, Inc. from the peer group and added American Assets Trust, Inc., Comstock Holding Companies, Inc., FRP Holdings, Inc., Maui Land & Pineapple Company, Inc., Seritage Growth Properties and Whitestone REIT. The resulting revised peer group used for setting 2026 pay decisions is shown below:

  26. Market Comparison Review—2025 and 2026 Peer Groups

    | Whitestone REIT^ | Maui Land and Pineapple Company, Inc. | | American Assets Trust^ | Limoneira Company* | | Alico, Inc.* | BRT Apartments Corp.* | | FRP Holdings, Inc. | Seritage Growth Properties | | CTO Realty Growth Inc.* | Comstock Holding Companies, Inc. | | Five Point Holdings* | The St. Joe Company*^ | | Alexander & Baldwin, Inc.* | Stratus Properties* |

  27. Market Comparison Review—2025 and 2026 Peer Groups

    * Company was also included in 2025 peer group ^ Company is part of S&P 600 Small Cap Real Estate Index (which is the comparative index for the rTSR units)

  28. 2025 Compensation Plan Design Overview

    | Compensation Component | Purpose | Design Overview | | Base Salary | ● Provides a fixed level of compensation that is competitive within our industry and reflective of the skills and experience required for the role | ● Positioned to be competitive with peer companies for comparable roles. | | Short-Term Incentive Program | ● Provides financial incentives to achieve key corporate objectives aligned with business strategy ● Rewards NEOs for individual contributions to Company performance | ● Key measures include adjusted EBITDA vs. budget, Annual Milestones, and Individual achievement vs. specific objectives ● Performance evaluated vs. pre-established goals | | Long-Term Incentive Plan | ● Promotes achievement of long-term financial and development goals ● Aligns NEO and shareholder interests and supports retention ● Rewards performance over multi-year periods | ● Includes 3-year Milestone achievements (2023-2025) ● PVUs requiring absolute share price growth over 3 years ● Time-vested RSUs |

  29. Annual Incentive Plan

    Annual Incentive Plan Our practice is to award annual incentive bonuses based upon the achievement of performance objectives established at the beginning of each year. The attainment of each year’s quantitative financial goals for each of the NEOs is uncertain and is dependent upon factors such as operating asset financial performance, real estate sales and leasing programs, the timing of entitlement activities for our developments, and the uncertainty inherent in our farming and mineral operations due to the commodity nature of the products we produce and the fact that the ultimate price we will receive for our products each year is unknown. The achievement of individual objectives tied to land entitlement, development, litigation settlement, and conservation efforts is highly dependent on working with groups outside of the Company, such as government agencies, local county planning departments, and environmental resource groups, all of which make the timing of achieving specific steps in the process very complicated. Accordingly, goal achievement under the annual bonus plan is not guaranteed. Messrs. Bielli, Brown, and Lyda were not eligible for earnings under the 2025 Annual Incentive Plan given their departures during the year. The following chart provides the performance level weightings for the CEO and the other NEOs.

  30. Annual Incentive Plan

    | | Matthew H. Walker President, CEO | Robert D. Velasquez SVP, CFO and CAO | Hugh F. McMahon EVP, Real Estate | Michael R.W. Houston, SVP, General Counsel | | Adjusted EBITDA | 40% | 40% | 40% | 40% | | Total Corporate Quantitative Measurements | 40% | 40% | 40% | 40% | | Advance the Centennial project entitlement process, including achieving key regulatory and approval milestones during 2025. | 10% | 10% | 10% | 10% | | Achieve or exceed targeted lease-up performance for Terra Vista Phase 1 while maintaining rental rates consistent with the approved pro forma. | 10% | 10% | 10% | 10% | | Enter in a joint venture for development of Lot 1C by June 30, 2025 | 10% | 10% | 10% | 10% | | Obtain Business Plan approval for Grapevine Area 6A by June 30, 2025 | 10% | 10% | 10% | 10% | | Total Corporate Short-Term Objectives | 40% | 40% | 40% | 40% | | Individual Objective | 20% | 20% | 20% | 20% | | Total Individual Quantitative/ | | | | | | Qualitative Weighting | 20% | 20% | 20% | 20% | | Total Weighting | 100% | 100% | 100% | 100% |

  31. Annual Incentive Plan

    Generally, the Chief Executive Officer’s individual objectives are tied to Company goals as well as operational, strategic planning, and staffing objectives. The individual objectives for the other NEOs are generally related to land entitlement, development, and operational goals that support the achievement of corporate development and financial goals. The annual incentive plan is structured, and bonus levels are determined based upon the level of achievement of threshold, target, and maximum performance of quantitative and qualitative objectives. If achievement of a performance objective is below threshold, no incentive bonus is earned for that objective, and if achievement is greater than maximum, the maximum bonus level is earned. The CEO and the other NEOs have different cash incentive opportunity levels, which are expressed as a percentage of their respective base salaries. The target bonus levels expressed as a percentage of base salary are reviewed along with information provided by our independent compensation consultant. For each NEO, the threshold percentage is 75% and the maximum payout percentage is 150%. The threshold payout, target payout, maximum payout levels and target bonus levels (expressed as a percentage of base salary) of each NEO’s annual incentive opportunity are outlined below. An NEO would receive a 50% threshold payout for achieving a 75% threshold percentage. Likewise, an NEO would receive a 150% maximum payout for achieving a 150% maximum percentage.

  32. Annual Incentive Plan

    | | Target Bonus Level | Threshold | Target | Maximum | | Matthew Walker, President, CEO | 125% | 50% | 100% | 150% | | Robert D. Velasquez, SVP, Chief Financial Officer, Chief Accounting Officer | 70% | 50% | 100% | 150% | | Hugh F. McMahon, EVP, Real Estate | 70% | 50% | 100% | 150% | | Michael R.W. Houston, SVP, General Counsel* | 70% | 50% | 100% | 150% | | * In 2025, the Compensation Committee increased the target annual incentive opportunity for Mr. Houston to 70% from 60% to better align with other officers and reflect his ongoing strong team contributions. | | | | |

  33. Quantitative Financial Goal – Corporate

    Quantitative Financial Goal – Corporate The adjusted EBITDA target of our annual incentive plan is set based on the Company’s annual business plan and operating budget. The Compensation Committee uses data from each year’s annual budget because it reflects what the Company believes will happen in the coming year based on an analysis of the market conditions at the time. The determination of adjusted EBITDA for compensation purposes differs from the numbers shown in the 2025 Annual Report on Form 10-K because it includes only Company specific operations and not the add back of our share of unconsolidated joint venture depreciation, amortization, and interest expense. During the year, the Compensation Committee approved an adjustment to the Company’s annual incentive plan performance metric to reflect certain developments that were not contemplated at the time the original targets were established. The Committee determined that this adjustment was appropriate to better align performance measurement with the Company’s underlying operating results and the business conditions experienced during the year. The Committee believes this approach is consistent with its overall compensation philosophy of aligning incentive compensation with Company performance while maintaining appropriate flexibility to address significant or unanticipated events. The following table outlines the adjusted EBITDA threshold, target, maximum and results as determined by the Compensation Committee for 2025:

  34. Short-Term Milestone Objectives – Corporate

    Short-Term Milestone Objectives – Corporate Annual short-term milestone corporate objectives are generally those items identified each year that are critical to successfully moving forward the Company’s long-term objectives related to land entitlement and development execution within our four development projects. The short-term milestone objectives were achieved at varying levels of performance, with outcomes identified below. Accordingly, the weighted average outcome represents 63.75% of target achievement for the short-term milestone objectives, though payouts are calculated based on achieving thresholds for each individual milestone.

  35. Short-Term Milestone Objectives – Corporate

    | Milestone | Performance Summary | Achievement (% of Target) | | Centennial entitlement progress | Below target | 80% | | Terra Vista lease-up performance | Below target | 85% | | Lot 1C joint venture | Not achieved | 0% | | Grapevine Area 6A approval | Below target | 90% | | Total | | 63.75% |

  36. Individual Performance Objectives

    Individual Performance Objectives In addition to the goals described above, the annual incentive award for the CEO and each NEO is also subject to individual performance objectives. The CEO’s individual performance objectives are proposed by the CEO and reviewed and approved by the Compensation Committee and are tied to business development and organizational goals that advance the Company’s long-term strategic objectives. For 2025, the CEO’s objectives were tailored to reflect that he began serving in the role in March 2025. Individual goals for our CEO in 2025 specifically related to: •Outreach and create relationship building with elected officials of Tejon Ranch (LA County, Kern County and state); •Contact top ten company shareholders through “one-on-ones” by end of 2025; •Review/comment on adopted Strategic Plan to Board of Directors at the May 2025 Board meeting; and •Join two boards with economic development/policy making impacts by end of 2025. Based on the assessment against his individual goals the Compensation Committee determined that the CEO’s individual performance was between threshold and target achievement level. CEO individual goals for 2026 emphasize achievement with strategic growth objectives and operational performance, with additional goals for meeting leadership and communications objectives, and organizational and culture objectives. The other NEO’s individual performance goals are generally tied to individual areas of responsibility, which focus on both short-term and long-term goals (including improving operational efficiencies and achieving short- term financial milestones and other goals with respect to the Company’s long-term business strategy related to land entitlement, project development and, operations activity expansion). Generally, the qualitative goals covered:

  37. 2025 Annual Incentive Summary

    2025 Annual Incentive Summary Based on the overall achievement of adjusted EBITDA, Milestones, and Individual Objectives, final 2025 funding for the NEOs was approximately 62% of target. Actual payouts are shown below

  38. 2025 Annual Incentive Summary

    | Name | Target Annual Incentive | Performance (% of Target) | Final Payout | | Matthew H. Walker | 125% | 61.9% | $396,463 | | Robert D. Velasquez | 70% | 62.3% | $136,364 | | Hugh F. McMahon | 70% | 62.2% | $137,766 | | Michael R.W. Houston | 70% | 62.3% | $134,350 |

  39. Equity Compensation

    Equity Compensation

  40. 2026 Long-Term Incentive Program Design

    2026 Long-Term Incentive Program Design

  41. 2026 Long-Term Incentive Program Design

    | Long-Term Equity Compensation Vehicle | Grant Frequency | NEOs Weighting | Vesting | Purpose | | Performance Related Milestone Grants | Annually | 30% | Cliff vesting at the end of the three-year period | To tie equity compensation to long-term real estate development milestones | | rTSR Units | Annually | 30% | Cliff vesting | To measure and tie equity | | | | | at the end of | compensation opportunity | | | | | the three- | stock price appreciation | | | | | year period | | | Time-Vested | Annually | 40% | Three-year | To encourage share | | Restricted Stock | | | annual | ownership and retention for | | | | | vesting | executives |

  42. 2026 Long-Term Incentive Program Design

    When granting shares, whether the shares are performance or time-vested, the Company’s practice is to determine annually a dollar amount of equity compensation to be provided, and to grant a number of rTSR units and time-vested shares that have a fair market value equal to that amount on the date of grant. The current three-year performance milestone objectives, which were determined in 2026, are: Milestone 1. Secure joint venture and financing partners and advance pre-development activities. Milestone 2. Complete capital raise and obtain construction financing commitments. Milestone 3. Commence development of new industrial buildings at TRCC.

  43. 2023–2025 Long-Term Incentive Outcomes

    2023–2025 Long-Term Incentive Outcomes 2025 represented the final performance year of the 2023–2025 long-term incentive cycle. Outcomes under this program reflect the Company’s pay-for-performance philosophy: •Milestone awards: Only one of three performance milestones was achieved, resulting in approximately 50% of target shares being earned. •PVUs: No awards vested, as share price performance did not meet required thresholds. In 2025, long-term incentive awards for the Company’s NEOs consisted of a combination of performance-based and time-based equity awards. In connection with his appointment as President and CEO in 2025, Mr. Walker received a sign-on equity award designed to align his compensation with long-term shareholder value creation. This award included a combination of time-vested RSUs and performance-based PVUs tied to absolute share price growth over a multi-year period. Mr. Walker also received a sign-on cash incentive payable over multiple years, subject to continued employment which, as described below was restructured at Mr. Walker's request (see, page 51 below). For the Company’s other continuing NEOs, long-term incentives consisted primarily of time-vested RSUs and PVUs, consistent with prior years. Additional detail regarding the structure of these awards is provided in the Company’s 2025 proxy statement. Messrs. Bielli and Lyda did not receive long-term incentive awards in 2025. In 2025, the Company granted performance milestone-based equity awards to the CEO. These awards were subject to achievement of specific strategic and governance-related milestones measured during 2025, with performance assessed as of May 2025 and December 31, 2025. Based on the level of achievement, shares are earned and subsequently vest in equal installments over a three-year period, subject to continued service, on March 6, 2026, 2027 and 2028. Any shares not earned based on performance are forfeited.

  44. 2023–2025 Long-Term Incentive Outcomes

    | | Target Value | Target Shares | | Matthew H. Walker | $520,833 | 91,442 |

  45. 2023–2025 Long-Term Incentive Outcomes

    During 2025, the Company granted PVUs to the CEO. These awards vest based on the Company’s stock price performance over a three-year period ending December 31, 2027, with shares vesting on the third anniversary of the applicable grant date. Payout levels are determined based on achievement of specified stock price hurdles derived from the applicable grant date stock price, with threshold, target and maximum performance corresponding to 5%, 10% and 20% compound annual growth rates (“CAGR”), respectively. Maximum payout is capped at 200% of the target number of shares.

  46. 2023–2025 Long-Term Incentive Outcomes

    | | Target Value | Target Shares | | Matthew H. Walker | $250,000 | 16,308 |

  47. 2023–2025 Long-Term Incentive Outcomes

    During 2025, the Company granted PVUs to its other named executive officers. These awards vest based on the Company’s stock price performance over a three-year period ending December 31, 2027, with shares vesting on the third anniversary of the grant date. For purposes of determining payout, target performance reflects a 5% compound annual growth rate (“CAGR”) from the applicable grant date stock price. Maximum payout is achieved if the Company’s stock price reaches two times the applicable grant date stock price at the end of the performance period, with payouts capped at 300% of the target number of shares. The amounts shown in the table are based on an illustrative grant date stock price of $16.42.

  48. 2023–2025 Long-Term Incentive Outcomes

    | | Target Value | Target Shares | | Robert D. Velasquez | $70,502 | 4,294 | | Hugh F. McMahon | $71,056 | 4,327 | | Michael R.W. Houston | $69,372 | 4,225 | | Brett A. Brown1 | $90,400 | 5,505 |

  49. 2023–2025 Long-Term Incentive Outcomes

    1Mr. Brown’s employment with the Company terminated in July 2025. His outstanding equity awards were treated in accordance with the terms of the applicable award agreements.

  50. Annual Incentive Plan – Changes for 2026

    Annual Incentive Plan – Changes for 2026 With the completion of the 2023-2025 LTIP plan on December 31, 2025 and the onboarding of a new CEO, the Board and Management, in consultation with Semler Brossy, developed a new Executive Compensation Plan which would cover the 2026-2028 LTIP time period, beginning on January 1, 2026. The plan was approved by the Compensation Committee on December 9, 2025. The new plan also reflects shareholder feedback received during 2025, including a reduction in corporate milestone weighting from 50% to 25% to reduce subjectivity and increase emphasis on quantitative shareholder value. The plan further aligns NEO compensation with shareholders by reducing subjectivity and increasing emphasis on generating quantitative shareholder value. Below is a summary of the 2026 Short Term Incentive Plan:

  51. SHORT TERM INCENTIVE PLAN SUMMARY

    SHORT TERM INCENTIVE PLAN SUMMARY

  52. SHORT TERM INCENTIVE PLAN SUMMARY

    | Metric | Weight | | Framework | | | 2025 | 2026 | | | Corporate Milestones | 40% | 25% | •Continue to measure achievement of specific objectives (i.e., projects) •Objective and quantifiable goals | | Individual Goals | 20% | 25% | •Provides individual measurement based on achieving individual professional goals •Balances team results with individual achievement | | Adjusted EBITDA versus Budget | 40% | 40% | •Comparison of actual to budgeted Adjusted EBITDA for core operations (“Adjusted” factors Company share of EBITDA from joint ventures); includes land sales | | Adjusted EBITDA Growth | -- | 10% | •For assets held at end of year, percentage growth of aggregate Adjusted EBITDA (excludes land sales and includes pro rata share of JV EBITDA) between current and previous year; target 5% growth | | Total | 100% | 100% | •STI is calculated as a percent of each NEO’s salary based on NEO STI Plan Target (CEO 125%, other NEO’s 70%) |

  53. SHORT TERM INCENTIVE PLAN SUMMARY

    2026 Corporate Milestones include: •Industrial development completion •Terra Vista lease-up and NOI generation •Grapevine development advancement •Mountain Village joint venture outreach •Centennial re-entitlement progress

  54. 2026 Program Enhancements

    2026 Program Enhancements In 2026, the Compensation Committee implemented enhancements to the long-term incentive program to further align executive compensation with long-term shareholder value creation. Key changes include a revised mix of performance-based and time-based equity awards, the introduction of a rTSR metric, and a shift to annual grant cycles. Below is a summary of the Long Term Incentive Plan beginning in 2026:

  55. LONG TERM INCENTIVE PLAN SUMMARY

    LONG TERM INCENTIVE PLAN SUMMARY

  56. LONG TERM INCENTIVE PLAN SUMMARY

    | Metric | Weight - CEO | | | Weight – Other NEO | | | Framework | | | 2025 | 2026 | 2025 | | 2026 | | | | Performance Stock Units (PSUs) - Three-Year Corporate Milestones | 35% | 30% | 35% | | 30% | •Shift from back-to-back 3-year cycles to overlapping 3-year cycles | | | PSU’s – Share Price Metrics | 15% (PVUs) | 30% (rTSRs) | 15% (PVUs) | | 30% (rTSRs) | •rTSR measures relative TSR with threshold/target/upside versus a selected group’s 3-year TSR •Enables payouts in up and down share price environments; could cap payouts at target if absolute TSR is negative | | | Restricted Stock Units (RSUs) | 50% | 40% | 30% | | 40% | •Continue with ratable vesting over 3 years | |

  57. LONG TERM INCENTIVE PLAN SUMMARY

    There are several noteworthy aspects of the 2026 LTIP: •PSUs - rTSRs: The weighting of LTIP metrics for PSU’s related to share price appreciation doubled relative to the 2023-2025 plan, from 15% to 30%, reinforcing the importance of generating shareholder value for NEOs. As part of the plan redesign, the PVUs have been replaced with rTSR units. Whereas the PVU’s paid out based on achieving a compounded 7.5% share price return over three years, the rTSR’s are indexed based on the S&P 600 Small Cap Real Estate Index which includes 49 companies. The 100% target payout is based on achieving a 50th percentile return of the index, and there is a maximum cap at 150% by achieving a 75th percentile return, and a threshold payout of 50% for achieving 25th percentile return. In addition, the payout is capped at the target payout in the event that the absolute share price has declined. This metric encourages both absolute share price growth and provides for a volatility adjustment if overall market values decline. •PSUs – Three Year Corporate Milestones: Based on shareholder feedback, the weighting of the PSU’s related to achieving corporate milestones has been reduced from 35% to 30%. Additionally, the metric has been revised from back-to-back milestones which each last three years, to a set of rolling three-year milestones each year. This revision acknowledges changes in business strategy which occur over time while continuing to incentivize management to achieve important strategic goals. Target achievement would occur with completion of two of the three milestones by December 31, 2028, with 50% credit for achievement of one milestone and 150% achievement of three milestones. Alternate valuation events with similar or greater value creation could be considered by the Compensation Committee as replacement milestones. Below are the three three-year milestones beginning January 1, 2026: •TRCC: Break ground new industrial buildings at TRCC •Grapevine: Capitalize debt and equity for initial phase of Grapevine in preparation for groundbreaking •Mountain Village: Complete capital raise to develop Phase 1 with commitments from JV equity partner and construction lender •RSU’s: The RSU weighting for the CEO and NEO’s have been standardized at 40% based on a review of RSU’s peer group companies. The CEO weighting has been reduced from 50% to 40%.

  58. Mr. Walker: Incoming CEO Compensation

    Mr. Walker: Incoming CEO Compensation Mr. Walker, who was appointed to initially serve as the Company’s Chief Operating Officer effective March 6, 2025 through March 31, 2025, was appointed and began serving as President and CEO on April 1, 2025, immediately following Mr. Bielli’s retirement. Mr. Walker received an annual base salary of $625,000. Mr. Walker is also entitled to a target annual incentive opportunity for 2025 equal to 125% of his base salary (prorated from his commencement date). With respect to long-term incentives, Mr. Walker received stock grants equaling 200% of his prorated base salary. The long-term incentive award is allocated 50% as RSUs with a three-year vesting period that will vest one third each year commencing one year after the grant date and 50% as PSUs based on the achievement of various milestones in 2025. The PSUs will vest over a three-year period, with one third vesting on each anniversary date similar to the RSUs. Mr. Walker was also granted a sign-on incentive which was amended on October 14, 2025. Demonstrating a commitment to cost discipline and shareholder alignment, Mr. Walker voluntarily proposed an amendment reducing and restructuring of his sign-on incentive compensation in October 2025; this proposed amendment was unanimously approved by the Board. The amendment revises Walker’s sign on incentive compensation, originally totaling $800,000, to $700,000 as follows (and as previously disclosed in regulatory filings): (1) Amend the $300,000 cash payment, formerly entirely due on October 15, 2025 to (i) Pay $150,000 on October 15, 2025, (ii) pay $100,000 on October 15, 2026, and (iii) pay $50,000 on October 15, 2027. (2) Amend the $300,000 RSU grant vesting March 6, 2026 to (i) vest $150,000 of RSUs on March 6, 2026, (ii) convert $100,000 of RSUs to PVU’s (as described below), and (iii) forfeit the remaining $50,000 of RSUs previously granted. (3) Amend the $200,000 PVU grant with a December 31, 2027 performance period end or vesting date to (i) forfeit $50,000 of the original $200,000 PVU grant and (ii) add $100,000 of PVUs from the RSU conversion noted in (2)(ii) above, resulting in a total of $250,000 in PVUs that could be paid out, if at all, upon achieving increased share value (at the targets provided in the Agreement) as of December 31, 2027. In addition, Mr. Walker received temporary corporate housing for six months and relocation and legal expense reimbursement (for actual documented expenses up to $45,000 in total), in addition to other benefits customary of other executives and Company employees, including but not limited to, a Company vehicle, medical coverage, 401(k) savings plan, vacation, etc.

  59. Change in Control Benefits

    Change in Control Benefits The Compensation Committee believes that our shareholders’ interests will be best served if the interests of executive management are aligned with them, and that providing management with change in control benefits supports that objective by focusing executives on shareholder interests when considering strategic alternatives. Change in control benefits, as provided in a change in control agreement with selected NEOs, are only provided upon a termination of employment without cause or a resignation for good reason in connection with a change in control. None of the agreements with our NEOs or other compensation plans, or any other arrangements with employees, provide for a gross-up payment or reimbursement for excise taxes that could be imposed on the executives. Equity awards are “double trigger” and have accelerated vesting only upon a change in control and termination of employment without cause or a resignation for good reason in connection with a change in control. Please refer to the Potential Payments Upon Termination or Change in Control table on page 61 of this Proxy Statement for a more detailed description and an estimate of the value of these benefits. In addition to the foregoing change in control severance benefits, the NEOs who participate in the pension plan and SERP will also continue to be entitled to any existing benefits thereunder as determined in accordance with the terms of the applicable plan.

  60. Separation or Severance Benefits

    Separation or Severance Benefits In some circumstances, the Compensation Committee believes it is in the Company’s best interest to provide a severance benefit in order to provide a smooth transition period for the Company when an executive leaves, even if the Company does not have a contractual obligation to provide any payments or benefits upon separation. Separation benefits in the form of salary continuation and health benefits may be provided to departing executives on a case-by-case basis. These benefits have historically endured for approximately one year. A more detailed description of separation benefits payable to our NEOs is included below under “Fiscal Year 2025 Potential Payments Upon Termination or Change in Control” beginning on page 61 of this Proxy Statement. Unless the Compensation Committee determines otherwise, if an NEO’s employment with the Company is terminated for any reason, including death or disability, prior to vesting of all or any part of a restricted stock award or performance unit award, the NEO will forfeit to the Company the portion of the award that has not vested.

  61. Equity Grant Policies and Practices

    Equity Grant Policies and Practices The Company’s long-standing compensation philosophy is to grant executives and eligible employees a mix of performance shares, PVUs, and time-vested awards, and historically has not granted stock options. Annual equity grants typically are made in connection with the regularly scheduled first-quarter meeting of the Board, which is scheduled months in advance without regard to the potential release of material non-public information. In 2025 we did not grant long-term equity incentives (including stock options) during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any current report on Form 8-K that discloses material non-public information. We do not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. We may change our equity grant practices in the future.

  62. Fiscal Year 2025 Summary Compensation Table

    | | | Salary | (1) Bonus | (2) Stock Awards | (3) Non-Equity Incentive Plan Compensation | (4) Change in Pension Value and Nonqualified Deferred Compensation Earnings | (5) All Other Compensation | Total | | Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Matthew Walker | 2025 | 513,393 | — | 1,441,679 | 396,463 | — | 4,294 | 2,355,829 | | Chief Executive Officer | | | | | | | | | | Robert D. Velasquez | 2025 | 313,300 | 35,548 | 211,722 | 136,364 | — | 13,911 | 710,845 | | Senior Vice President | 2024 | 305,700 | — | 137,229 | 232,667 | | 14,001 | 689,597 | | Chief Financial Officer, Chief Accounting Officer | 2023 | 296,770 | — | 623,224 | 147,672 | | 16,686 | 1,084,352 | | Hugh F. McMahon | 2025 | 315,800 | — | 213,369 | 137,766 | 30,160 | 11,961 | 709,056 | | Executive Vice President, Real Estate | 2024 | 308,100 | — | 207,970 | 235,176 | — | 10,765 | 762,011 | | | 2023 | 299,120 | — | 942,238 | 206,546 | — | 7,980 | 1,455,884 | | Michael R.W. Houston | 2025 | 308,300 | — | 208,329 | 134,350 | — | 6,539 | 657,518 | | Senior Vice President, General Counsel | 2024 | 300,800 | — | 133,043 | 198,789 | — | — | 632,632 | | Gregory S. Bielli* | 2025 | 380,301 | 300,000 | — | — | — | 770,612 | 1,450,913 | | Chief Executive Officer | 2024 | 824,000 | — | 3,403,110 | 1,171,396 | — | 16,022 | 5,414,528 | | | 2023 | 800,000 | 600,000 | 1,415,997 | 1,038,944 | — | 15,521 | 3,870,462 | | Allen E. Lyda* | 2025 | 74,585 | — | — | — | — | 255,528 | 330,113 | | Chief Operating Officer | 2024 | 409,700 | — | 983,250 | 400,912 | — | 15,251 | 1,809,113 | | | 2023 | 397,753 | — | 238,643 | 355,810 | — | 15,942 | 1,008,148 | | Brett A. Brown* | 2025 | 257,805 | — | 269,400 | — | — | 101,502 | 628,707 | | Executive Vice President | 2024 | 397,800 | — | 268,532 | 326,921 | — | 19,123 | 1,012,376 | | Chief Financial Officer | 2023 | 252,750 | — | 1,033,492 | 208,655 | — | 17,707 | 1,512,604 |

  63. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 The following table provides information about awards granted to the NEOs in the fiscal year ended December 31, 2025.

  64. Grants of Plan-Based Awards in Fiscal Year 2025

    | Name | Year | 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 or | Grant Date Fair Value of Stock | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#) | Awards ($) | | Matthew Walker | | | | | | | | | | | | Annual incentive plan | 2025 | 12/31/25 | 320,871 | 641,741 | 962,612 | | | | | | | Time vested stock grant | | 3/6/2025 | | | | | | | 43,760 | 670,841 | | Price vested grants | | 3/6/2025 | | | | — | 16,308 | 32,616 | | 250,002 | | Milestone performance grants | | 3/6/2025 | | | | | | | 33,975 | 520,837 | | Total | | | | | | | | | | 1,441,679 | | Robert D. Velasquez | | | | | | | | | | | | Annual Incentive Plan | 2025 | 12/31/25 | 109,655 | 219,310 | 328,965 | | | | | | | Time-Vested Stock Grant | | 3/6/2025 | | | | | | | 8,561 | 141,000 | | Price-Vested Units | | 3/6/2025 | | | | — | 4,294 | 8,588 | | 70,722 | | Performance Milestone Grants | | 3/6/2025 | | | | | | | — | — | | Total | | | | | | | | | | 211,722 | | Hugh McMahon | | | | | | | | | | | | Annual incentive plan | 2025 | 12/31/25 | 110,530 | 221,060 | 331,590 | | | | | | | Time vested stock grant | | 3/6/2025 | | | | | | | 8,628 | 142,103 | | Price vested grants | | 3/6/2025 | | | | — | 4,327 | 12,981 | | 71,266 | | Milestone performance grants | | 3/6/2025 | | | | | | | | — | | Total | | | | | | | | | | 213,369 | | Michael R.W. Houston | | | | | | | | | | | | Annual incentive plan | 2025 | 12/31/25 | 92,490 | 184,980 | 277,470 | | | | | | | Time vested stock grant | | 3/6/2025 | | | | | | | 8,424 | 138,743 | | Price vested grants | | 3/6/2025 | | | | — | | | | 69,586 | | Milestone performance grants | | 3/6/2025 | | | | | 4,225 | 12,675 | | — | | Total | | | | | | | | | | 208,329 |

  65. Grants of Plan-Based Awards in Fiscal Year 2025

    1.The annual non-equity incentive award is based on the achievement of both quantitative and qualitative, annual business objectives. The objectives vary based on the NEO’s responsibilities. For 2025, based upon the percentage of achievement shown in the “Annual Incentive Plan” section of the Compensation Discussion and Analysis, Mr. Walker earned an incentive of $396,463; Mr. Velasquez $136,364; Mr. McMahon $137,766; and Mr. Houston $134,350 2.PVUs were granted to all of the NEO’s, which vest upon the achievement of specific stock price levels measured at the end of 2027. For additional details, see the “Equity Compensation” section of the Compensation Discussion and Analysis beginning on page 47.

  66. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information on the current holdings of restricted stock, and performance unit awards of the NEOs. This table includes unvested stock grants, as well as performance share grants subject to performance conditions that have not yet been satisfied. Each equity grant that was outstanding as of December 31, 2025, is shown separately for each NEO. The market value of the stock awards is based on the closing market price of Tejon stock as of December 31, 2025, which was $15.77 per share. The market value as of December 31, 2025, shown below assumes satisfaction of performance objectives at the target level of achievement.

  67. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | | Stock Awards | | | Name | | | | Equity Incentive Plan Awards Market of Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | | | Number 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 (#) | | | Matthew Walker: | | | | | | Time-Based Stock Awards (1) | 43,760 | 690,095 | | | | Price Vested Units (2) | | | 16,308 | 535,786 | | Milestone Performance Units (3) | | | 33,975 | 257,177 | | Robert D. Velasquez: | | | | | | Time-Based Stock Awards (1) | 13,988 | 220,591 | | | | Price Vested Units (2) | | | 7,092 | 111,841 | | Milestone Performance Units (3) | | | 27,356 | 431,404 | | Hugh F. McMahon: | | | | | | Time Based Stock Awards (1) | 16,847 | 265,677 | | | | Price Vested Units (2) | | | 8,567 | 135,102 | | Milestone Performance Units (3) | | | 41,359 | 652,231 | | Michael R.W. Houston: | | | | | | Time-Based Stock Awards (1) | 13,179 | 207,833 | | | | Price Vested Units (2) | | | 6,937 | 109,396 | | Milestone Performance Units (3) | | | 35,092 | 553,401 |

  68. Outstanding Equity Awards at 2025 Fiscal Year-End

    1.Time-based stock awards vest in equal annual installments over a three-year period from the grant date. Unvested time-based stock awards outstanding as of December 31, 2025, were as follows:

  69. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | March 2023 Time Based Grants | March 2024 Time Based Grants | March 2025 Time Based Grants | Total Time-Based Stock Awards | | Matthew Walker | — | — | 43,760 | 43,760 | | Robert D. Velasquez | 1,658 | 3,769 | 8,561 | 13,988 | | Hugh F. McMahon | 2,506 | 5,713 | 8,628 | 16,847 | | Michael R.W. Houston | 1,100 | 3,655 | 8,424 | 13,179 |

  70. Outstanding Equity Awards at 2025 Fiscal Year-End

    2.Outstanding PVUs are performance shares that may vest on the measurement date of December 31, 2025, 2026, and 2027, respectively, in each case, based upon the achievement of target stock appreciation levels. Shares earned will be awarded in the following year. The shares shown are based upon reaching target levels of performance. Included in this number are shares to be measured in 2025 and will be settled in 2026.

  71. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | 2025 Price-Vested Awards Not Vested | 2026 Price-Vested Awards Not Vested | 2027 Price-Vested Awards Not Vested | Total Performance Share Awards | | Matthew Walker | — | — | 16,308 | 16,308 | | Robert D. Velasquez | — | 2,798 | 4,294 | 7,092 | | Hugh F. McMahon | — | 4,240 | 4,327 | 8,567 | | Michael R.W. Houston | — | 2,712 | 4,225 | 6,937 |

  72. Outstanding Equity Awards at 2025 Fiscal Year-End

    No shares were earned in respect of the 2023-2025 price-vested units, as the 2025 year-end stock price of $15.77 was below the target price level. 3.Performance Milestone Shares consist of shares that may vest upon achievement of specific milestone objectives approved by the Compensation Committee. The measurement date for achievement of objectives is December 2025. For additional detail, see the “Equity Compensation” section of the Compensation Discussion and Analysis beginning on page 47.

  73. Stock Vested in Fiscal Year 2025

    Stock Vested in Fiscal Year 2025 The following table provides information for the NEOs regarding the value realized, and the number of shares acquired, upon the vesting of stock awards, before payment of any applicable withholding tax and broker commissions.

  74. Stock Vested in Fiscal Year 2025

    | | Number of Shares Acquired on Vesting (#) | | | | | Value Realized on Vesting ($) | | Name | | | | Robert D. Velasquez | | | | Time Grants | 5,159 | 79,087 | | Performance Milestone Grants | | | | Total Robert D. Velasquez | 5,159 | 79,087 | | Brett A. Brown | | | | Time Grants | 5,867 | 89,941 | | Total Brett A. Brown | 5,867 | 89,941 | | Hugh F. McMahon | | | | Time Grants | 7,808 | 119,697 | | Total Hugh F. McMahon | 7,808 | 119,697 | | Michael R.W. Houston | | | | Time Grant | 2,927 | 44,871 | | Total Michael R.W. Houston | 2,927 | 44,871 |

  75. Pension Benefits in Fiscal Year 2025

    Pension Benefits in Fiscal Year 2025 The Company’s pension plan is a tax-qualified retirement program that covers eligible employees of the Company. Effective January 31, 2007, the pension plan was frozen for new employees hired on or after February 1, 2007. An employee is eligible for normal retirement benefits on the first day of the month coinciding with or next following the employee’s Social Security retirement date. The amount of annual benefit, payable monthly, is based upon an employee’s average monthly compensation, which is based upon the employee’s highest five consecutive calendar years of compensation out of the employee’s final ten years of compensation. The amount of the annual benefit payable monthly is 1.45% of the average monthly compensation, offset by 0.65% of the final average compensation not in excess of one-twelfth of covered compensation, multiplied by total years of service (up to a maximum of 25 years). Effective April 2017, the Company froze the pension plan and SERP with respect to the accrual of future benefits. The supplemental executive retirement plan, or SERP, was established for the NEOs to replace any pension benefit the NEOs might lose due to the IRS-prescribed limit applicable to tax-qualified plans. The SERP benefit is calculated based on the same formula as the defined benefit plan.

  76. Pension Benefits in Fiscal Year 2025

    | Name | Plan Name | Number of Years Credited Service (#) | (1) Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Matthew Walker | None | | | | | Robert D. Velasquez | None | | | | | Brett A. Brown | None | | | | | Hugh F. McMahon | Defined Benefit Plan | 25 | 329,738 | — | | Michael R.W. Houston | None | | | |

  77. Pension Benefits in Fiscal Year 2025

    1.The present value of the accumulated benefit is based upon the same assumptions and measurements that are used in the preparation of the audited financial statements for the current year. See Note 14, Retirement Plans, to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, for the valuation method and these assumptions.

  78. Fiscal Year 2025 Potential Payments Upon Termination or Change in Control

    Fiscal Year 2025 Potential Payments Upon Termination or Change in Control The Company has entered into agreements with selected NEOs that provide for specified benefits upon a change in control of the Company and/or upon certain terminations occurring outside of a change in control. A change in control is deemed to have occurred if (i) there is an acquisition by any person or group (excluding current ownership) of 20% or more of the outstanding shares of the Company; (ii) the Company sells all or substantially all of its assets; or (iii) the Company merges or consolidates with another entity. Benefits are payable to a NEO as a result of termination of employment in connection with a change in control if the NEO is terminated without “cause” (as defined below) during the two years after the occurrence of a change in control or the NEO is terminated prior to a change in control at the request of a third party who has taken steps to effect a change in control. The NEO will also receive benefits if he or she voluntarily terminates employment after a change in control if the NEO has been assigned substantial reductions in duties and responsibilities, received a reduction in base salary, or had an annual bonus opportunity eliminated or significantly reduced (i.e., a resignation for good reason). A NEO’s employment shall be deemed to have been terminated with “cause” if employment is terminated as a result of failure to perform his or her duties, willful misconduct or breach of fiduciary duty, fraud, or wrongful disclosure of confidential information. Change in control benefits include a continuation of base salary for a period of 36 months for the CEO and 30 months for the other NEOs, and a lump sum payment of three times the CEO’s average bonus and two and one-half times the other NEOs’ average bonus for the previous three years. The NEOs are also entitled to receive a continuation of health and other insurance benefits over the salary continuation period. Each NEO also has the right to a three-month period to continue use of any perquisites he or she may have had prior to the change in control. During the period of time described above during which benefits are to be received in connection with a change in control, the NEO must agree not to solicit any employees of the Company or disclose any confidential information related to the Company.

  79. Fiscal Year 2025 Potential Payments Upon Termination or Change in Control

    | | | Before Change in Control | After Change in Control (1) | | Name | Benefit | Termination w/o Cause or for Good Reason ($) | Termination w/o Cause or for Good Reason ($) | | Matthew Walker (3) | Salary Continuation | 937,500 | 1,875,000 | | | Bonus – Target | 1,171,875 | 2,343,750 | | | Health Insurance | 60,965 | 121,929 | | | Other Compensation (2) | 131,871 | 131,871 | | | Equity Compensation | 1,483,058 | 1,483,058 | | | Total Value | 3,785,269 | 5,955,608 | | Robert D. Velasquez | Salary Continuation | — | — | | | Bonus – Target | — | — | | | Health Insurance | — | — | | | Other Compensation (2) | 76,571 | 76,571 | | | Equity Compensation | — | 763,836 | | | Total Value | 76,571 | 840,407 | | Hugh F. McMahon | Salary Continuation | — | 789,500 | | | Bonus – Target | — | 552,650 | | | Health Insurance | — | 100,473 | | | Other Compensation (2) | 75,121 | 75,121 | | | Equity Compensation | — | 1,053,010 | | | Total Value | 75,121 | 2,570,754 | | Michael R.W. Houston | Salary Continuation | — | 770,750 | | | Bonus – Target | — | 462,450 | | | Health Insurance | — | 76,716 | | | Other Compensation (2) | 61,660 | 61,660 | | | Equity Compensation | — | 870,630 | | | Total Value | 61,660 | 2,242,206 |

  80. Fiscal Year 2025 Potential Payments Upon Termination or Change in Control

    1.All stock grants provide for a double trigger vesting, meaning that an unvested award will vest in connection with a change in control, only if such transaction is followed by a termination without cause or for good reason. For purposes of this table, it is assumed all non-vested performance units and milestone units vest immediately at the target level. The value for vesting of performance unit awards and milestone performance awards is the closing market price on the last business day of 2025 of $15.77. 2.“Other Compensation” consists of accrued and unused vacation and personal paid leave at the time of termination and, if the NEO has the right to use a Company vehicle prior to termination, the continuation of that benefit for a three-month period. 3.If Mr. Walker is involuntarily terminated by the Company without Cause or voluntarily terminates employment for Good Reason within the first two years of his employment with the Company, Mr. Walker will receive an amount equal to eighteen months of base salary; an amount equal to eighteen months of target annual incentive; continuation of medical benefits for an eighteen-month period; and any time-based equity awards that were scheduled to vest during the calendar year of termination will be deemed vested as of the date of termination.

  81. Director Compensation in Fiscal Year 2025

    Director Compensation in Fiscal Year 2025 In 2025, non-employee directors received 1,000 shares of stock and an annual retainer of $100,000 payable quarterly in the form of common stock or a combination of common stock and cash. Common stock is paid in arrears, based on the closing price of the Company’s common shares at each quarter’s end. In addition, the Chairman of the Board received an annual retainer of $25,000 payable in common stock, and the Chairman of each of the Audit, Compensation, Real Estate, and Nominating and Corporate Governance Committees received an annual retainer of $15,000 payable in common stock. Directors affiliated with a person or entity owning 10% or more of the Company’s total shares outstanding could elect to receive their entire annual retainer in cash. Directors are not paid fees for board or committee meeting attendance. The Compensation Committee has approved stock retention guidelines for non-employee directors; the target retention value is five times the value of the annual director retainer, or $500,000. All directors meet the stock retention guidelines, except for Ms. Gammon, Mr. McCall, and Mr. Speron who have until 2029 to meet the guidelines.

  82. Director Compensation in Fiscal Year 2025

    | Name | Fees Earned or Paid in Cash ($) | (3) Stock Awards ($) | Total ($) | | Steven A. Betts | 50,000 | 89,061 | 139,061 | | Gregory S. Bielli | 37,500 | 49,679 | 87,179 | | Andrew Dakos | 30,833 | 40,758 | 71,591 | | Denise Gammon1 | 50,000 | 66,147 | 116,147 | | Anthony L. Leggio | 50,000 | 81,129 | 131,129 | | Jeffrey J. McCall1 | — | 116,123 | 116,123 | | Norman J. Metcalfe | 50,000 | 91,143 | 141,143 | | Eric H. Speron1 | 50,000 | 66147 | 116,147 | | Daniel R. Tisch | — | 124,055 | 124,055 | | Michael Winer2 | 19,167 | 30,894 | 50,061 | | Kenneth G. Yee1 | 50,000 | 66,147 | 116,147 |

  83. Director Compensation in Fiscal Year 2025

    1.Ms. Gammon, Mr. McCall, and Mr. Speron were elected to the Board effective as of November 4, 2024, and Mr. Yee was elected to the Board effective as of December 11, 2024. Mr. Yee notified the Company on March 9, 2026 that he would not stand for election at the Annual Meeting and is retiring upon adjournment of that meeting. 2.Mr. Winer served as a director until the Company’s 2025 annual meeting of shareholders and did not receive sufficient votes for reelection. Mr. Winer received prorated director compensation for his service through the date of the 2025 annual meeting of shareholders. 3.The amounts reported reflect the grant date fair value of stock awards granted in 2025 to each director. Please see Note 10, Stock Compensation – Restricted Stock and Performance Share Grants, to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, for additional information regarding the valuation of stock awards. The number of stock awards granted each year is determined on a quarterly basis by dividing one-fourth of the annual retainer by the closing stock price at the end of each quarter. At the end of 2025, there were no unvested outstanding equity awards for our directors.

  84. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our President and CEO and the annual total compensation of our median compensated employees: The annual total compensation of the median compensated employee of all our employees who were employed as of December 31, 2025, other than our CEOs, was $61,256. Greg S. Bielli, who served as CEO from January 1, 2025 through March 31, 2025, had 2025 annual total compensation of $1,450,913, as reflected in the Summary Compensation Table on page 55, resulting in a ratio of 24 to 1. Matthew Walker, who served as Chief Executive Officer from April 1, 2025 through December 31, 2025, had 2025 annual total compensation of $2,355,829, as reflected in the Summary Compensation Table on page 55, resulting in a ratio of 38 to 1. The median employee was identified as a ranch operations support person. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. Pay elements that were included in the annual total compensation for each employee in determining the median compensated employee were: •Salary received in 2025 •Annual incentive payment received for performance in 2025 •Grant date fair value of stock awards granted in 2025 •Company provided vehicle and related maintenance, or auto allowance paid in 2025 This is the same approach used to determine the total annual compensation of our CEO, as reflected in the Summary Compensation Table. We determined the compensation of our median employee by calculating the annual total compensation including the compensation items just described for each of our employees. We did not make any assumptions, adjustments, or estimates with respect to total cash compensation, and we did not annualize the compensation for any employee not employed for a full year. We excluded from the determination of our median compensated employee any employee that left the Company during 2025 and therefore was not employed on December 31, 2025. Based upon the compilation of this data we determined the median compensated employee as identified above.

  85. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to Compensation Discussion and Analysis. Principal Executive Officers. For fiscal year 2025, Matthew H. Walker and Gregory S. Bielli each served as the Company’s Principal Executive Officer (“PEO”), and therefore compensation for each individual is presented separately in the Pay Versus Performance table for that year. Gregory S. Bielli served as the Company’s PEO for fiscal years 2024 and 2023, and his compensation is presented as the PEO compensation for those years.

  86. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Bielli1 | Summary Compensation Table Total for Walker1 | Compensation Actually Paid to Bielli2 | Compensation Actually Paid to Walker2 | Average Summary Compensation Table Total for Non-PEO NEOs3 | Average Compensation Actually Paid to Non-PEO NEOs4 | Value of Initial Fixed $100 Investment Based On: Total Shareholder Return5 | Net Income6 | | (a) | (b) | (b) | (c) | (c) | | | (f) | (g) | | 2025 | $1,450,913 | $2,355,829 | $1,450,913 | $2,357,580 | $668,991 | $1,559,599 | $84 | $71,000 | | 2024 | $5,414,528 | $0 | $3,842,780 | $0 | $774,154 | $1,853,593 | $84 | $2,690,000 | | 2023 | $3,870,462 | $0 | $3,560,636 | $0 | $1,013,210 | $892,360 | $91 | $3,265,000 |

  87. PAY VERSUS PERFORMANCE

    1The dollar amounts reported in column (b) are the amounts of total compensation reported for the individuals who served as Principal Executive Officer ("PEO") during the applicable year in the “Total” column of the Summary Compensation Table. Refer to Compensation Discussion and Analysis – Executive Compensation Tables – Summary Compensation Table. 2The dollar amounts reported in column (c) represent the amount of “Compensation Actually Paid” to Mr. Walker and Mr. Bielli, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Walker and Mr. Bielli during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, we adjusted Mr. Walker’s total compensation for each year that reflect stock price changes and changes in performance achievement to determine the compensation actually paid:

  88. PAY VERSUS PERFORMANCE

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 2025 - Bielli | $1,450,913 | $0 | $0 | $1,450,913 | | 2025 - Walker | $2,355,829 | -$1,441,679 | $1,443,430 | $2,357,580 | | 2024 | $5,414,528 | -$3,403,110 | $1,831,362 | $3,842,780 | | 2023 | $3,870,462 | -$1,415,997 | $1,106,171 | $3,560,636 |

  89. PAY VERSUS PERFORMANCE

    (a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year. In addition, adjustments have been made using the stock price and performance achievement as of year-end; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value adjustments have been made using the stock price and performance achievement as of the date of measurement; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The amounts deducted or added in calculating the equity award adjustments are as follows:

  90. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value from prior Year End to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2025 - Walker | $1,443,430 | $0 | $0 | $0 | $0 | $0 | $1,443,430 | | 2024 - Bielli | $0 | $0 | $1,831,362 | $0 | $0 | $0 | $1,831,362 | | 2023 | $0 | $0 | $1,106,171 | $0 | $0 | $0 | $1,106,171 |

  91. PAY VERSUS PERFORMANCE

    3The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding the individuals who served as our Company's PEO during the applicable year) in the “Total” column of the Summary Compensation Table the applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Mr. McMahon, Mr. Velasquez and Mr. Houston; and (ii) for 2024 and 2023, Mr. Lyda, Mr. Brown, Mr. McMahon, and Mr. Velasquez. 4The dollar amounts reported in column (e) represent the average amount of “Compensation Actually Paid” to the NEOs as a group, excluding the individual or individuals who served as the Company’s PEO during the applicable year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, adjustments were made to the average total compensation for the NEOs as a group for each year to determine the compensation actually paid, reflecting stock price changes and changes in performance achievement, using the same methodology described above in Note 2.

  92. PAY VERSUS PERFORMANCE

    | Year | Average Reported Summary Compensation Table Total for NEO | Average Reported Value of Equity Awards(a) | Average Reported Award Adjustments(b) | Average Compensation Actually Paid to NEO | | 2025 | $668,991 | $(225,705) | $1,116,313 | $1,559,599 | | 2024 | $774,154 | $(186,694) | $1,266,133 | $1,853,593 | | 2023 | $1,013,210 | $(649,739) | $528,889 | $892,360 |

  93. PAY VERSUS PERFORMANCE

    (a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  94. PAY VERSUS PERFORMANCE

    | Year | Average Year End Fair Value of Equity Awards Grant in the Year and Unvested at Year End | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Average Change in Fair Value from prior Year End to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2025 | $171,145 | $967,640 | $— | $2,265 | $(24,737) | $— | $1,116,313 | | 2024 | $148,525 | $703,656 | $422,717 | $8,589 | $(17,354) | $— | $1,266,133 | | 2023 | $162,855 | $197,682 | $167,783 | $569 | $— | $— | $528,889 |

  95. PAY VERSUS PERFORMANCE

    5We calculated TSR by dividing the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. This value reflects what the cumulative value of $100 would be if such amount were invested on December 31, 2022. 6The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

  96. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, there is no direct relationship between the Compensation Actually Paid to our PEO and the average Compensation Actually Paid to the Company’s NEOs, excluding the PEO, and the Company’s cumulative total shareholder return (“TSR”) over the three years presented in the table. The absence of a direct relationship is primarily due to the fact that a significant portion of the Compensation Actually Paid to the PEO and to the other NEOs consists of long-term equity incentive awards. These awards are designed to align senior management’s interests with the Company’s long-term strategic objectives and stockholder value creation and are generally tied to the achievement of specified performance milestones. As described in greater detail in the section entitled “Compensation Discussion and Analysis,” the total compensation awarded to our NEOs consists of both short-term and long-term incentives, including performance share awards, price-vested units, time-vested equity awards, and annual cash incentive opportunities.

  97. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income As demonstrated by the following graph, there is no direct relationship between the Compensation Actually Paid to Mr. Walker and the average Compensation Actually Paid to the Company’s NEOs as a group (excluding Mr. Walker) and the Company’s net income over the three years presented in the table. The absence of a direct relationship is because a significant portion of the compensation actually paid to Mr. Walker and to the other NEOs is comprised of equity awards that are long-term equity incentives that align with senior management’s long-term strategies and are generally qualitative in nature tied to achievement of specified milestones. The Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measure, Adjusted EBITDA, which the company does use when setting goals in the Company’s annual incentive compensation program that are awarded to the NEOs.

  98. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Section 1. General Powers. Subject to any requirements in the Certificate of Incorporation, the Bylaws, and of the DGCL as to action which must be authorized or approved by the shareholders, any and all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed by or under the direction of, the Board. Section 2. Number and Term of Office; Chair. The authorized number of directors of this Corporation shall be fixed by the directors from time to time solely by a resolution duly adopted by the Board. Directors need not be shareholders. Each of the directors of the Corporation shall hold office until his or her successor shall have been duly elected and shall qualify or until he or she shall resign or shall have been removed in the manner hereinafter provided. The Board shall elect from among its members a Chair of the Board. Section 3. Election of Directors. The directors shall be elected by the shareholders of the Corporation, and at each election the persons receiving the greater number of votes, up to the number of directors then to be elected, shall be the persons then elected. The election of directors is subject to any provisions contained in the Certificate of Incorporation relating thereto, including any provisions for the terms of directors and for cumulative voting. Section 4. Resignations. Any director of the Corporation may resign at any time by notice given in writing or electronic transmission to the Board or to the Secretary of the Corporation. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of some other event. Acceptance of a director's resignation shall not be necessary to make it effective. Section 5. Vacancies. Except as otherwise provided in the Certificate of Incorporation, any vacancy in the Board, whether because of death, resignation, disqualification, removal, an increase in the number of directors, or any other cause, may be filled by vote of the majority of the remaining directors, although less than a quorum. Each director so chosen to fill a vacancy shall hold office until his or her successor shall have been elected and shall qualify or until he or she shall resign or shall have been removed. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his or her term of office. Section 6. Place of Meeting, etc.; Use of Communication Equipment. The Board or any committee thereof may hold any of its meetings at such place or places, if any, within or without the State of Delaware as the Board or such committee may from time to time designate or as shall be designated by the person or persons calling the meeting or in the notice or a waiver of notice of any such meeting. Directors may participate in any regular or special meeting of the Board or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting of the Board or such committee can hear each other, and such participation shall constitute presence in person at such meeting. Section 7. First Meeting. The Board shall meet as soon as practicable after each annual election of directors, and notice of such first meeting shall not be required. Section 8. Regular Meetings. Regular meetings of the Board may be held at such times, dates and places, if any, as the Board shall from time to time determine. Except as provided by law, notice of regular meetings need not be given. Section 9. Special Meetings. Special meetings of the Board for any purpose or purposes shall be called at any time by the Chair of the Board or, if he or she is absent or unable or refuses to act, by the President or, if he or she is absent or unable or refuses to act, by any two directors. Notice of the time, date and place, if any, of special meetings shall be given by the person(s) calling the special meeting in person, or by telephone, facsimile, electronic mail or other form of electronic transmission, sent to such director's business or home address at least twenty-four (24) hours in advance of the meeting, or by written notice mailed to such director's business or home address at least forty-eight (48) hours in advance of the meeting. Except where otherwise required by law or by these Bylaws, notice of the purpose of a special meeting need not be given. Notice of any meeting of the Board shall not be required to be given to any director who is present at such meeting, except a director who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Section 10. Quorum and Manner of Acting. Except as otherwise provided in these Bylaws, the Certificate of Incorporation or by applicable law, the presence of a majority of the authorized number of directors shall be required to constitute a quorum for the transaction of business at any meeting of the Board, and all matters shall be decided at any such meeting, a quorum being present, by the affirmative votes of a majority of the directors present. In the absence of a quorum, a majority of directors present at any meeting may adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. The directors shall act only as a Board, and the individual directors shall have no power as such. Section 11. Action by Consent. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if consent in writing or by electronic transmission is given thereto by all members of the Board or of such committee, as the case may be. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Section 12. Compensation. Directors who are not employees of the Corporation or any of its subsidiaries may receive an annual fee for their services as directors in an amount fixed by resolution of the Board. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee or otherwise, and receiving compensation therefor.

  99. BOARD OF DIRECTORS

    Section 13. Committees. The Corporation has elected to be governed by Section 141(c)(2) of the DGCL and, as a result, the provisions of (c)(1) of said DGCL section shall be inapplicable to the Corporation. The Board may, by resolution, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Notwithstanding the foregoing, in the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board and subject to any restrictions or limitations on the delegation of power and authority imposed by applicable Delaware law (but not including any such restrictions or limitations contained in DGCL section 141(c)(1)), shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Any standing committee of the Board shall keep minutes of its meetings and report such minutes to the Board at the next regular meeting of the Board. Except as the Board may otherwise determine, any committee may make rules for the conduct of its business, but in the absence of such rules its business shall be conducted so far as possible in the same manner as is provided in these Bylaws for the Board. All members of such committees shall hold their committee offices at the pleasure of the Board, and the Board may abolish any committee at any time.