Christopher W. Haga
About Christopher W. Haga
Independent director since 2017 (age 57), Haga is an Operating Partner at MGG Investment Group (direct lending/private equity) and Chairman of MGG RMC SPV LLC; he brings 25+ years in finance with deep credit and private debt/equity risk management experience. He serves on CTO’s Audit, Compensation (Chair since July 29, 2020), and Governance Committees and is classified as independent by the Board; all directors attended >75% of Board and committee meetings in 2024. He holds a B.S. in Business Administration from UNC–Chapel Hill and an MBA from UVA Darden.
Past Roles
| Organization | Role | Dates/Years | Committees/Impact |
|---|---|---|---|
| Carlson Capital, L.P. | Head of Strategic Investments | 2003–2020 | Managed risk across traded credit and private debt/equity; board experience across public/private companies. |
| Lehman Brothers (London) | Structured Finance | 5 years | Structured finance expertise; international capital markets exposure. |
| RBC Capital Markets; Stephens & Co.; Alex. Brown & Sons | Investment banker/principal investor | Not disclosed | Corporate finance and principal investing background. |
| Barbican Group Holdings Limited | Chairman of the Board | 2007–2019 | Led Lloyd’s-based reinsurance group board; governance oversight. |
| SWK Holdings Corporation (OTC: SWKH) | Director | 2014–2021 | Public company board service; specialty finance exposure. |
| Fortress Value Acquisition Corp. III (NYSE: FVT) | Director | Dec 2021–Nov 2022 | SPAC board; transaction oversight. |
External Roles
| Organization | Role | Start Date | Status/Notes |
|---|---|---|---|
| MGG Investment Group | Operating Partner | Nov 2022 | Direct lending/private equity investment firm. |
| MGG RMC SPV LLC | Chairman | Jan 2023 | Holds manager of Citizens United Reciprocal Exchange (property & casualty insurer). |
Board Governance
- Committee assignments: Audit (member), Compensation (Chair since July 29, 2020), Governance (member).
- Independence: Board determined Haga is independent under NYSE standards; 5 of 6 directors are independent.
- Attendance and engagement: Board held 8 meetings (6 regular + 2 additional) in 2024; all directors attended >75% of Board and committee meetings.
- Executive sessions: Independent directors meet in executive session at each quarterly Board meeting; led by the independent Chairman (Laura Franklin).
- Leadership: Independent Chairman and Vice Chairman; majority independent committees (Audit, Compensation, Governance).
Fixed Compensation (Director)
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non-employee director retainer (paid quarterly). |
| Committee fees | $83,706 | Haga’s total “Fees Earned or Paid in Cash” for 2024; he elected stock settlement (see below). |
| Equity – Annual Award | $62,492 | Aggregate grant-date fair value of 2024 director restricted stock; vests immediately, disposition prohibited until service ends. |
| Total 2024 director compensation | $146,198 | Sum of cash (elected in stock) and equity. |
| Equity shares granted (Annual Award) | 3,740 shares | Based on 20-day trailing average; granted Feb 14, 2024. |
| Shares in lieu of cash retainers | 4,569 shares | Haga elected to receive Board/committee retainers in stock; shares based on quarter-end 20-day trailing average. |
| Committee fee schedule | Audit Chair $22,500; Audit Member $11,250; Compensation Chair $15,000; Compensation Member $7,500; Governance Chair $15,000; Governance Member $7,500; Board Chair $97,500 | Policy rates for 2024. |
Director stock ownership guidelines: Non-employee directors must hold Company stock valued at ≥5× annual cash retainer or 10,000 shares; new directors have 5 years to comply; measurement on first trading day each year.
Performance Compensation (Oversight by Compensation Committee chaired by Haga)
Directors do not receive performance-based awards; however, Haga oversees executive pay-for-performance design and outcomes. CTO’s 2024 Annual Incentive Plan metrics and results:
| Metric (Weight) | Threshold | Target | Maximum | 2024 Result | Achievement |
|---|---|---|---|---|---|
| AFFO Per Diluted Share (70%) | $1.50 | $1.61 | $1.80 | $2.00 | 305% (capped overall at 200%) |
- Qualitative/discretionary objectives (30%): Same-store leased occupancy change; Net Debt + Preferred / Pro Forma Adjusted EBITDA; acquisition volume; earnings profile; strategic execution; payouts determined by committee.
- 2024 payouts for NEOs were at 200% of target (cap) given results; committee used linear interpolation and applied caps.
Independent consultant: Ferguson Partners advises the committee; Compensation Committee confirmed no conflicts of interest with the consultant.
Other Directorships & Interlocks
| Company | Role | Period | Notes |
|---|---|---|---|
| SWK Holdings Corporation (OTC: SWKH) | Director | 2014–2021 | Public company board. |
| Fortress Value Acquisition Corp. III (NYSE: FVT) | Director | Dec 2021–Nov 2022 | SPAC board. |
| Barbican Group Holdings Limited | Chairman | 2007–2019 | Lloyd’s-based reinsurance group. |
- Compensation Committee interlocks: None; no member served as an executive officer of CTO, and no interlocking relationships requiring disclosure.
Expertise & Qualifications
- Finance and investment: 25+ years managing risk in traded credit and private debt/equity; structured finance (Lehman).
- Financial literacy: Audit Committee membership; Board confirms all Audit members meet NYSE financial literacy; Audit Chair qualifies as “financial expert.”
- Education: B.S. in Business Administration (UNC–Chapel Hill); MBA (UVA Darden).
- Governance: Extensive board leadership (Chairman roles); experience across public/private boards.
Equity Ownership
| Holder | Restricted Stock | Options Exercisable within 60 Days | Other Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|---|---|
| Christopher W. Haga | — | — | 51,413 | <1% | Includes 28,520 shares held by a trust where spouse is beneficiary/trustee; Haga disclaims beneficial ownership of those shares. |
- Anti-hedging/anti-pledging: CTO prohibits short sales, margin accounts, pledging, and hedging transactions for directors, officers, employees, and family members.
- Ownership guidelines: Director must hold ≥5× annual cash retainer or 10,000 shares; Haga’s 51,413 shares exceed the 10,000-share minimum; valuation test measured annually.
Governance Assessment
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Strengths:
- Independent director with multi-committee service and Compensation Committee chair tenure since 2020; active oversight of pay-for-performance (AFFO/share and TSR-based PSUs) aligned to REIT model.
- Strong governance architecture: independent chair; majority independent Board/committees; executive sessions; clawback policy; anti-hedging/pledging; related-party review by Audit Committee.
- Shareholder support: 2024 Say-on-Pay approval at 97.5% indicates investor confidence in compensation design overseen by the committee.
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Potential conflicts and related-party exposure:
- Company-level related-party transactions disclosed (e.g., Seaport Entertainment Group investment where former CTO CFO now serves as SEG CFO; Alpine management/revenue-sharing arrangements); governed by formal Related Party Transactions Policy with Audit Committee review. No Haga-specific related-party transactions disclosed.
- Beneficial ownership includes trust-held shares via spouse; Haga disclaims beneficial ownership—monitor for continued compliance with ownership/anti-pledging policies.
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RED FLAGS: None disclosed regarding hedging/pledging, loans, tax gross-ups, option repricing, or committee interlocks; attendance above 75%; director compensation largely in equity (stock election), signaling alignment. Continued oversight needed for affiliate arrangements with Alpine and transactions involving former executives.