Susan R. Johnson
About Susan R. Johnson
Treasurer of Capital Properties, Inc. (CPTP) since 2018; compensation is cash-based with no bonus or equity awards, consisting primarily of base salary, SEP retirement contributions (fully vested when made), and modest medical reimbursement under a company plan; the company has no employment agreements, severance, or change-in-control arrangements for executive officers . Education and age are not disclosed in CPTP proxy statements reviewed. Company performance under Pay vs. Performance shows Net Income of $1,787,000 (2022), $2,327,000 (2023), and $2,003,000 (2024) and a TSR value (base $100) of $93.60 (2022), $104.24 (2023), and $89.12 (2024) . The company explicitly notes that it does not pay incentive-based compensation or grant equity awards, so “compensation actually paid” equals the Summary Compensation Table totals for NEOs in these years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital Properties, Inc. | Treasurer | 2018–present | Not disclosed |
External Roles
- None disclosed in CPTP proxy statements reviewed (no external public company directorships listed for Ms. Johnson) .
Fixed Compensation
| Metric (USD) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Base Salary | $142,020 | $150,000 | $154,512 | $163,776 | $168,696 |
| Medical Reimbursement Plan | — | — | — | $2,979 | $4,359 |
| All Other Compensation (SEP contributions) | $10,652 | $11,250 | $11,588 | $12,283 | $12,652 |
| Total Compensation | $152,672 | $161,250 | $166,100 | $179,038 | $185,707 |
- Cost-of-living adjustments approved: 3% effective Jan 1, 2022; 6% effective Jan 1, 2023; 3% effective Jan 1, 2024 .
- Medical Reimbursement Plan maximum benefit (inclusive of purchased health coverage) is $150,000; amounts shown exclude insurance premiums .
- SEP contributions are fully vested when made; employees direct investment of their SEP accounts .
Performance Compensation
The Company does not pay incentive-based compensation or grant equity awards; therefore, no annual or long-term performance metrics, weights, targets, or vesting schedules apply to Ms. Johnson .
Equity Ownership & Alignment
| Ownership (Class A common) | 2021 (as of Mar 2) | 2022 (as of Mar 2) | 2023 (as of Mar 3) | 2024 (as of Mar 1) | 2025 (as of Mar 7) |
|---|---|---|---|---|---|
| Shares Beneficially Owned | 974 | 974 | 974 | 974 | 974 |
| Percent of Class | <1% | <1% | <1% | <1% | <1% |
- No stock options, RSUs, PSUs, or other equity awards are granted by the company .
- Insider Trading Policy prohibits short sales, transactions in puts/calls/derivatives, and hedging transactions designed to offset decreases in CPTP’s stock value; policy applies to directors, officers, employees, certain family members, and controlled entities .
- Pledging is not referenced in the disclosed policy; no stock ownership guidelines are disclosed .
Employment Terms
| Term | Status |
|---|---|
| Employment Agreement | None disclosed; the Company does not have employment agreements with executive officers |
| Severance | None; no severance arrangements with executive officers |
| Change-of-Control | None; no change of control arrangements with executive officers |
| Clawback | Not disclosed |
| Non-Compete / Non-Solicit | Not disclosed |
| Equity Vesting on Termination/CIC | Not applicable (no equity awards) |
| Retirement/Savings | SEP contributions (fully vested when made) |
| Perquisites | Medical Reimbursement Plan (max benefit $150,000; reimburses uncovered medical expenses; amounts in table exclude insurance premiums) |
| Hedging/Derivatives Policy | Prohibited (short sales, puts/calls, hedging instruments) |
Performance & Pay Linkage (Company-level reference)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | $93.60 | $104.24 | $89.12 |
| Net Income | $1,787,000 | $2,327,000 | $2,003,000 |
| Compensation Actually Paid to Non-CEO NEOs (avg) | $168,804 | $179,038 | $185,707 |
- The company states it “does not award incentive-based compensation specifically tied to performance measures,” and does not grant options/SARs/option-like awards; as a result, “Compensation Actually Paid” equals the Summary Compensation Table totals .
Compensation Structure Analysis
- Cash-heavy, low-risk design: 100% of pay in cash salary, SEP employer contributions, and medical reimbursement; no at-risk bonus or equity. COLA adjustments (3% in 2022, 6% in 2023, 3% in 2024) drive year-over-year changes in salary rather than performance results .
- No equity, no options: Eliminates dilution and windfall risk but reduces alignment and long-term retention “hooks” relative to equity-based models .
- Governance evolution: Prior proxies noted absence of a written hedging policy; by 2024 the Board adopted an Insider Trading Policy prohibiting short sales, derivatives, and hedging transactions .
Investment Implications
- Alignment and incentives: Lack of bonus/equity means limited pay-for-performance linkage for Ms. Johnson; compensation is stable and not sensitive to TSR, revenue, EBITDA, or other financial targets, which can reduce execution-driven incentives but also avoids value-destructive pay practices .
- Retention risk: With immediate vesting of SEP contributions and no unvested equity or severance/CIC protections, retention “handcuffs” are minimal; however, the long tenure since 2018 suggests continuity to date .
- Trading signals: No vesting-related selling pressure exists (no equity awards). Insider policy prohibits hedging/derivatives; pledging is not addressed. Ownership is small (974 shares; <1%), limiting direct wealth alignment and reducing the risk of forced selling tied to margin or pledging policies .
- Simplicity and governance: Straightforward cash pay, no tax gross-ups, no option repricing, and no related party compensation disclosures specific to Ms. Johnson; overall low structural red flags but also low incentive intensity .