George R. Brokaw
About George R. Brokaw
Independent director of CTO Realty Growth since 2018; age 57. Private investor (family office) with prior roles as Managing Director in M&A at Lazard (1996–2005), Head of Private Equity at Perry Capital (2005–2011), and Managing Director for Highbridge Growth Equity at Highbridge Principal Strategies (2012–2013). Education: B.A. Yale; J.D. and M.B.A., University of Virginia; member of the New York Bar. Serves as CTO’s Audit Committee Chair (since May 26, 2021), member of the Compensation Committee, and Vice Chairman of the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lazard Frères & Co. LLC | Managing Director, Mergers & Acquisitions | 1996–2005 | Senior deal leadership in M&A advisory |
| Perry Capital, L.L.C. | Managing Director; Head of Private Equity | 2005–2011 | Led PE investments |
| Highbridge Principal Strategies, LLC | Managing Director, Highbridge Growth Equity Fund | 2012–2013 | Growth equity investing |
External Roles
| Company | Listing | Role | Committees |
|---|---|---|---|
| EchoStar Corporation | NASDAQ: SATS | Director | Chair, Audit; Member, Compensation |
| Alico, Inc. | NASDAQ: ALCO | Director | Not disclosed (Director) |
| The Chemours Company | NYSE: CC | Director | Not disclosed (Director) |
Board Governance
- Independence: Board determined Mr. Brokaw is independent under NYSE standards; five of six directors are independent.
- Leadership: Vice Chairman of the Board; fills Chairman responsibilities in Chair’s absence (Chair is independent).
- Committees: Audit Committee Chair (financial expert under SEC rules; NYSE “financial management expertise”); member, Compensation Committee.
- Meeting cadence and attendance: 2024 Board held 6 regular meetings (1 in person, 5 virtual) plus 2 additional meetings; Audit (4 meetings), Compensation (2), Governance (1). All directors attended >75% of Board and committee meetings; all directors attended the 2024 annual meeting.
- Executive sessions: Independent directors hold an executive session at each regularly scheduled quarterly Board meeting.
- Related-party oversight: Audit Committee administers related-party transaction policy; conflicted members recuse from votes.
Fixed Compensation (Director)
| Component | 2024 Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $79,968 | Elected to receive annual $50,000 cash retainer and committee retainers in stock; received 4,365 fully vested, unrestricted shares in lieu of cash |
| Stock Awards (Annual Equity) | $62,492 | Annual equity award valued at $62,500; 3,740 shares granted on Feb 14, 2024; vests immediately but disposition prohibited until Board service ends |
| Total | $142,460 | Sum of fees and stock awards |
Director Compensation Policy Elements (for context)
| Policy Element | Amount |
|---|---|
| Annual Cash Retainer | $50,000 |
| Annual Equity Award | $62,500 (granted as common stock; 3,740 shares in 2024 example) |
| Audit Committee | Chair: $22,500; Member: $11,250 |
| Compensation Committee | Chair: $15,000; Member: $7,500 |
| Nominating/Governance Committee | Chair: $15,000; Member: $7,500 |
| Board Chair | $97,500 |
| Optional Equity in Lieu of Cash Retainers | Available; Brokaw elected stock; 4,365 shares for 2024 retainers |
Notes:
- Non-employee director equity vests immediately but cannot be disposed of while serving on the Board.
- Employee directors (e.g., CEO) receive no director pay.
Performance Compensation (Director)
- CTO does not use performance-based pay for non-employee directors; director equity awards are service-based (immediate vesting with disposition restrictions) and cash/committee retainers are fixed.
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no executive officer/director interlocks disclosed.
- No related-party transactions disclosed involving Mr. Brokaw; 2024 related-party disclosures addressed Alpine/PINE agreements and a preferred equity investment in Seaport Entertainment Group (no director involvement cited).
Expertise & Qualifications
- Capital markets and M&A expertise (Lazard M&A MD; private equity leadership at Perry Capital; growth equity at Highbridge).
- Legal background (J.D., UVA; New York Bar member).
- Financial expertise recognized: Audit Committee Chair and designated “audit committee financial expert.”
- Public board experience including audit/compensation committee leadership at EchoStar.
Equity Ownership
| Holder | Shares | Form/Notes | % of Class |
|---|---|---|---|
| George R. Brokaw | 93,559 | Includes 3,858 shares held by Babette Brokaw Revocable Trust (Brokaw is beneficiary and trustee) | <1% |
| Restricted Stock | — | None reported for non-employee director | |
| Options (Exercisable within 60 days) | — | None reported |
Ownership Alignment Policies
- Director stock ownership guideline: Minimum holdings equal to the greater of 5× annual cash retainer or 10,000 shares; compliance measured each January; 5-year phase-in for new directors. Individual compliance status not disclosed.
- Anti-hedging and anti-pledging: Hedging and pledging of company securities prohibited for directors.
Governance Assessment
- Strengths: Independent director with deep finance/M&A background; serves as Audit Chair and SEC-designated financial expert; independence and high attendance reinforce engagement; Board maintains robust practices (majority voting with resignation policy, independent chair, quarterly executive sessions).
- Alignment: Elected to take all retainers in stock in 2024, augmenting ownership alignment with shareholders; director equity not disposable during Board service; strong director ownership guidelines.
- Shareholder support: Say-on-Pay approval was 97.5% at the 2024 Annual Meeting, signaling positive investor sentiment toward compensation governance.
- Risk controls: Comprehensive related-party transaction policy with Audit Committee oversight; clawback policy updated in 2023; anti-hedging/pledging policy in force.
- Potential watch items (noted, not red flags): Multiple public company directorships (EchoStar, Alico, Chemours) increase time commitments, but 2024 attendance thresholds were met by all directors; continued monitoring of workload vs. engagement advisable.
No red flags identified specific to Mr. Brokaw in 2024 disclosures (no related-party transactions or interlocks involving him disclosed; anti-hedging/pledging policy reduces alignment risk; Audit Chair role and financial expert designation support board oversight quality).