Daniel E. Smith
About Daniel E. Smith
Senior Vice President, General Counsel & Corporate Secretary of CTO Realty Growth, Inc. since October 2014; age 59. He previously served at Goldman Sachs (Vice President–Hospitality and Associate General Counsel) and at Crescent Real Estate Equities (culminating as SVP & General Counsel) and holds J.D. and LL.M. degrees from Duke University School of Law (B.A. Brigham Young University) . CTO delivered a 23.5% total stockholder return in 2024 and ranked 17th of 127 REITs on 3-year TSR; 2024 results included AFFO per diluted share of $2.00 and a 4.7% YoY increase in AFFO per share, with 14.1% revenue and 28.4% FFO growth versus 2023 . Company-wide, 2022 performance share awards vested at the “outperform” level in early 2025 based on relative TSR, evidencing pay-performance alignment across the leadership team .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goldman Sachs & Co. | Vice President–Hospitality; Vice President & Associate General Counsel | 2007–2014 | Led/negotiated key transactions; institutional legal leadership in hospitality/real estate |
| Crescent Real Estate Equities (public REIT) | Various legal roles; Senior Vice President & General Counsel | Not disclosed | Top legal executive; broad REIT transactions and governance experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alpine Income Property Trust, Inc. (NYSE: PINE) | Senior Vice President, General Counsel & Corporate Secretary | Since Aug 2019 | Supports externally advised REIT managed by CTO; alignment on transactions, disclosure, and governance |
Fixed Compensation
| Component | 2023 | 2024 | 2025 (set) |
|---|---|---|---|
| Base Salary – Smith ($) | 300,000 | 300,000 | 335,000 |
| Target Annual Incentive (% of base) | 75% (NEO plan) | 75% (NEO plan) | 75% target; 37.5% threshold; 150% max (NEO plan) |
Notes:
- No special perquisites; standard benefits and a 401(k) match are provided; no defined benefit pension or nonqualified deferred compensation .
Performance Compensation
Annual Incentive Plan (FY2024)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| AFFO per diluted share | 70% | $1.50 | $1.61 | $1.80 | $2.00 | 200% (305% achievement capped at plan max) |
| Strategic objectives (occupancy, leverage, acquisitions, earnings profile, strategic activities) | 30% | Discretionary | Discretionary | Discretionary | Committee-determined | 200% |
| Smith – 2024 AIP outcome | — | — | Target: $225,000 | — | — | Paid $450,000 (200% of target) |
Key points:
- Annual plan uses objective, pre-set metrics; 2024 AFFO significantly exceeded maximum; total payouts capped at 200% .
- Smith’s qualitative assessment cited successful negotiation/execution of key transactions, disclosure/governance execution, and organizational initiatives .
2024 Equity Awards (Grant date: Feb 14, 2024)
| Instrument | Shares/Units | Grant-date Fair Value ($) | Key Terms |
|---|---|---|---|
| Performance Shares (at max) | 19,499 | 297,945 | 3-year performance period 1/1/2024–12/31/2026; Relative TSR vs MSCI US REIT Index constituents; 0–150% payout with 34th/51st/67th percentiles for 50%/100%/150%; “TSR Governor” caps at 100% if absolute TSR ≤3% p.a.; dividend equivalents accrue subject to vesting . |
| Time-based Restricted Stock | 10,899 | 177,763 | Vests ratably over 3 years beginning 1/28/2025; dividend equivalents subject to vesting . |
Outstanding and Scheduled Vesting (as of Dec 31, 2024)
| Category | Shares/Units | Market Value ($) |
|---|---|---|
| Unvested time-based RS | 31,092 | 612,823 (at $19.71) |
| Unearned performance shares | 48,573 | 957,374 (assumed at 150% for table value) |
Vesting schedule (Smith-specific):
- 1/28/2025: 10,355 RS; 7/1/2025: 9,000 RS (retention award); 12/31/2025: 16,996 PS performance period end; 1/28/2026: 8,104 RS; 12/31/2026: 19,499 PS performance period end; 1/28/2027: 3,633 RS .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 198,496 shares = 31,103 restricted + 167,393 other; includes 137,397 shared with spouse and 6,000 shared with another family member . |
| Ownership as % of shares outstanding | ~0.60% (198,496 / 32,934,716 shares outstanding as of Apr 17, 2025) . |
| Options | None; no unexercised options outstanding . |
| Pledging / Hedging | Prohibited under company policy (anti-hedging and anti-pledging) . |
| Stock ownership guidelines | Executive officers must hold shares ≥2× base salary; retention requirement to hold 50% of net shares from equity vesting . |
Supply/vesting overhang:
- Near-term vesting: 10,355 RS (1/28/2025) and 9,000 RS retention (7/1/2025); performance share tranches with performance periods ending 12/31/2025 and 12/31/2026 may settle in 0–150% of target based on Relative TSR .
Employment Terms
| Topic | Terms |
|---|---|
| Agreement dates | Employment agreement dated Oct 22, 2014; amended Feb 26, 2016; Aug 4, 2017; Oct 22, 2024 . |
| Severance (Change in Control) | Double-trigger: if terminated without cause or resigns for good reason after a change in control, lump-sum equal to 100% of then-current base salary (paid ~45 days post-termination), plus amounts under AIP and equity per award agreements (release required) . |
| Severance (no CoC) | Equity award agreements provide for vesting of unvested awards upon qualifying termination without cause/good reason (see equity terms below) . |
| Equity acceleration mechanics | On Qualifying Termination before performance period end: vests at greater of (i) prorated vesting based on performance to termination date or (ii) 100% of target; if within 24 months post-CoC: performance shares vest at 150% of target; time-based RS accelerates on Qualifying Termination per award agreements . |
| Definitions | “Change in Control,” “Cause,” and “Good Reason” as defined in plan/agreements; CoC includes 50%+ voting power change, certain mergers/asset sales/liquidations, or board turnover beyond thresholds . |
| Restrictive covenants | Customary non-competition, non-solicitation, confidentiality, and IP provisions . |
| Clawback policy | Company will recoup incentive-based compensation after a required financial restatement, consistent with SEC rules (effective Oct 24, 2023) . |
| Insider policy | Insider trading policy in place; anti-hedging/anti-pledging restrictions . |
Indicative severance exposure (company table, as of Dec 31, 2024):
- Termination without cause after CoC: ~$2.095 million (time-based RS $612,823; severance $300,000; prorated AIP $225,000; PS $957,374) .
- Termination without cause (no CoC): ~$1.476 million (time-based RS $612,823; prorated AIP $225,000; PS $638,249) .
Compensation Structure Notes and Peer/Shareholder Feedback
- 2024 plan emphasized objective, measurable performance (70% AFFO/share; 30% strategic factors); payouts capped at 200% of target; independent consultant Ferguson Partners advises the committee .
- Performance-based equity uses 3-year Relative TSR with guardrails (TSR governor) to prevent outsized payouts in low-return environments .
- Compensation is benchmarked vs a REIT peer set; committee does not target a specific percentile .
- Say-on-Pay: 97.5% approval at 2024 annual meeting, indicating strong shareholder support .
Investment Implications
- Pay-for-performance alignment appears strong: 2024 AFFO materially exceeded goals, translating into max AIP payout, and prior-cycle PSUs vested at “outperform,” reinforcing TSR linkage .
- Retention risk moderated by double-trigger CoC severance and equity acceleration on qualifying termination; change-in-control provisions are not single-trigger, which is governance-favorable .
- Near-term vesting events (RS in Jan/Jul 2025; PS performance period ending Dec 31, 2025) could incrementally add executive-level share supply if shares are retained/sold; note anti-hedging/pledging policy and ownership guidelines that require holding a portion of vested shares .
- Governance and shareholder alignment signals are positive (anti-pledging, clawback, high say-on-pay support), reducing headline risk related to compensation practices .
Data sources: CTO 2025 DEF 14A proxy statement dated April 28, 2025. Citations inline.