John P. Albright
About John P. Albright
John P. Albright is President & CEO of CTO Realty Growth, Inc. since August 1, 2011 and has served as a director since 2012; he is also President & CEO of Alpine Income Property Trust, Inc. (NYSE: PINE) since 2019. He was previously Co‑Head & Managing Director at Archon Capital (Goldman Sachs), Executive Director in Merchant Banking–Investment Management at Morgan Stanley, and Managing Director & Officer at Crescent Real Estate Equities; he holds a B.A. in Business Administration from Southern Methodist University . Age: 59 . Under his leadership, CTO reported 2024 Core FFO/diluted share of $1.88, AFFO/diluted share of $2.00, Net Income/(Loss) per diluted share of ($0.35), grew same‑property leased occupancy by 215 bps and same‑property NOI by 4.0%, and ranked 17th of 127 REITs on trailing 3‑year TSR; the company invested $226.8M in acquisitions, originated $104.0M structured investments, and raised $165.2M via common ATM in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Archon Capital (Goldman Sachs) | Co‑Head & Managing Director | — | Investment, lending, development of commercial properties |
| Morgan Stanley | Executive Director, Merchant Banking–Investment Management | — | Real estate investment banking; capital markets exposure |
| Crescent Real Estate Equities (public REIT) | Managing Director & Officer | — | Public REIT operating experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alpine Income Property Trust, Inc. (NYSE: PINE) | President & CEO | Since 2019 | Strategy, capital recycling; enhanced credit profile of affiliate |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $593,250 | $640,710 | $640,710 |
| Base Salary Program | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $640,710 | $640,710 | $870,000 |
| % Increase vs prior year | 0.0% | 0.0% | 35.8% |
Performance Compensation
Annual Incentive Plan – 2024 Evaluation
| Component | Weighting | Payout Factor vs Target | Cash Payout ($) |
|---|---|---|---|
| Objective goals (e.g., Net Debt+Preferred/Pro Forma Adjusted EBITDA, Same Store Leased Occupancy) | 70% | 200% | — |
| Strategic/qualitative/discretionary | 30% | 200% | — |
| Total Annual Incentive Payout | 100% | 200% | $1,217,350 |
Annual Incentive Plan – 2025 Program Terms (CEO)
| Threshold (% of base) | Target (% of base) | Maximum (% of base) |
|---|---|---|
| 47.5% | 95% | 190% |
2024 Equity Grants (Granted 2/14/2024)
| Grant Date | Award Type | Threshold (#) | Target (#) | Maximum (#) | Grant‑date Fair Value ($) |
|---|---|---|---|---|---|
| 2/14/2024 | Time‑based restricted stock | — | 29,525 | — | 481,553 |
| 2/14/2024 | Performance shares (3‑yr relative TSR) | 22,624 | 45,247 | 67,871 | 691,374 |
Stock Vested in 2024
| Award Type | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Time‑vesting restricted stock | 25,992 | 437,705 |
| Performance share awards (2011–2023 cycle vested) | 64,166 | 1,095,955 |
Program design notes:
- Performance share metric: 3‑year relative TSR vs an index of constituent companies; payout 0–150% of awarded shares; subject to “TSR Governor” and standard award terms .
- Pay mix emphasizes “at‑risk” incentives; in 2024, 75% of CEO compensation was “at‑risk” at target, per CD&A .
Equity Ownership & Alignment
Beneficial Ownership (as of April 17, 2025)
| Restricted Stock | Options Exercisable within 60 days | Other Shares Beneficially Owned | Percent of Class |
|---|---|---|---|
| 62,410 | — | 562,492 | 1.9% |
- Footnote: Includes 355 shares held in an IRA owned by Mr. Albright’s spouse .
- Shares outstanding used for percent calc: 32,934,716 .
Outstanding Equity Awards (12/31/2024)
| Metric | Amount |
|---|---|
| Unvested time‑based restricted shares (#) | 54,292 |
| Market value ($) | 1,070,095 (based on $19.71 close) |
| Unearned performance shares (#) | 176,835 |
| Market/payout value ($) | 3,485,418 (assumes 150% payout; $19.71 close) |
Scheduled Vesting (Albright)
| Date | Time‑based Shares to Vest (#) | Performance Shares to Vest (#) |
|---|---|---|
| Dec 31, 2024 | — | 49,802 |
| Jan 28, 2025 | 26,029 | — |
| Dec 31, 2025 | — | 59,163 |
| Jan 28, 2026 | 18,421 | — |
| Dec 31, 2026 | — | 67,870 |
| Jan 28, 2027 | 9,842 | — |
Alignment policies:
- Anti‑hedging & anti‑pledging: Directors and employees are prohibited from short sales, margin accounts, pledging, and derivatives on CTO stock .
- Ownership guidelines: CEO required to hold shares equal in value to ≥6× base salary; executives must retain ≥50% of net incentive‑plan shares upon vesting; compliance measured annually .
Employment Terms
Employment Agreement (latest amended Oct 22, 2024)
| Term | Provision |
|---|---|
| Termination without Cause (no CIC) | Lump‑sum equal to 200% of then‑current base salary, paid on the 45th day after termination, subject to release |
| CIC + termination without Cause or resignation for Good Reason | Lump‑sum equal to 275% of (base salary + then‑current annual target bonus), paid on the 45th day after termination, plus equity award terms, subject to release |
| Covenants | Non‑competition, non‑solicitation, confidentiality, IP |
| Definitions | “Cause” and “Good Reason” defined; cure periods and notice specified |
Potential Payments if Terminated as of 12/31/2024
| Benefit | Change in Control Without Termination ($) | Termination without Cause or with Good Reason after CIC ($) | Termination without Cause ($) |
|---|---|---|---|
| Unvested time‑based restricted stock | — | 1,070,095 | 1,070,095 |
| Severance (per employment agreement) | — | 1,761,953 | 1,281,420 |
| Prorated Annual Incentive Award | — | 1,673,855 | 608,675 |
| Unvested performance share awards | — | 3,485,418 | 2,323,612 |
| Total | — | 7,991,321 | 5,283,802 |
Equity acceleration terms:
- Upon Qualifying Termination (without cause or for good reason), all unvested equity vests; performance shares vest at the greater of prorated TSR achievement or 100%; if Qualifying Termination during 24 months post‑CIC, performance shares vest at 150% .
Board Governance
- Board service: Director since 2012; currently a nominee for re‑election to a one‑year term in 2025 .
- Committee roles: As an employee‑director, Albright is not a member of any Board committee and receives no director compensation; non‑employee directors receive cash/equity retainers and may elect equity in lieu of cash .
- Independence and leadership: Board has an independent Chairman and a majority of independent directors; executive sessions of independent directors held each quarterly meeting .
- Attendance: In 2024, all current directors attended >75% of Board and committee meetings during their service; all directors attended the 2024 annual meeting (virtual) .
- Pay program oversight: Compensation Committee (independent) oversees executive and director compensation; uses Ferguson Partners as independent consultant .
Director Compensation (for reference)
- Employee‑director policy: Albright received no compensation for Board service; his CEO compensation is reported separately .
Compensation Peer Group and Shareholder Feedback
- Benchmarking: 12‑company REIT peer group used for 2024; median market capitalization of remaining publicly traded peers ~$772M at year‑end 2024; peer list includes Four Corners, Getty, NETSTREIT, Plymouth Industrial, Whitestone, etc. (see proxy for full list) .
- Say‑on‑Pay: 97.5% approval at the 2024 annual meeting; company holds annual say‑on‑pay .
Performance & Track Record
- Strategic actions in 2024: $226.8M retail acquisitions and one land parcel; $104.0M originations; capital recycling; $165.2M ATM equity raised; enhanced Alpine’s credit profile .
- Operating KPIs: Same‑property leased occupancy +215 bps; same‑property NOI +4.0%; Core FFO $1.88/diluted share; AFFO $2.00/diluted share; Net Income/(Loss) ($0.35)/diluted share .
- TSR: CTO ranked 17th of 127 REITs on trailing 3‑year TSR through 2024 .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited, reducing misalignment risk from collateralized holdings .
- Clawback: Policy effective Oct 24, 2023 mandates recoupment of incentive‑based compensation after restatements, consistent with SEC/Dodd‑Frank .
- Options: No options currently outstanding for NEOs; none exercised in 2024 .
- CFO transition: Former CFO resigned April 1, 2024; new CFO appointed June 17, 2024; no payments in connection with resignation .
Equity Ownership & Alignment Analysis
- Skin‑in‑the‑game: Albright beneficially owns 624,902 shares (62,410 restricted + 562,492 other), equal to 1.9% of shares outstanding, plus family IRA footnote; substantial unvested equity creates continued alignment and retention .
- Overhang and vesting cadence: Significant scheduled vesting dates through 2027 and performance periods ending 2025 and 2026; company requires executives to retain ≥50% of net shares from incentive awards, tempering selling pressure .
Employment Contracts, Severance, and Change‑of‑Control Economics
- Without cause severance: 2.0× base salary; CIC double‑trigger severance: 2.75× (base + target bonus) plus equity vesting; modeled totals at 12/31/2024 indicate $5.28M without cause and $7.99M with CIC + qualifying termination .
- Equity acceleration: 100% vesting at Qualifying Termination, 150% for performance shares if during 24 months post‑CIC; enhances retention but increases CIC costs .
Investment Implications
- Pay‑for‑performance alignment: Heavy use of at‑risk incentives (75% at target) and 3‑year relative TSR‑based performance shares align CEO pay with shareholder outcomes; 2024 AIP paid at 200% of target amid improved occupancy and capital deployment .
- Near‑term vesting cadence: Material vesting events on Jan 28, 2026/2027 and Dec 31, 2025/2026 could add supply; retention rule to hold ≥50% of net incentive shares reduces immediate sell pressure signals .
- CIC/severance economics: Double‑trigger CIC cash plus accelerated equity yields sizable potential payouts, a retention lever but also a governance cost consideration in strategic scenarios .
- Ownership and governance quality: CEO’s 1.9% beneficial stake and strict anti‑hedging/pledging policy support alignment; strong 97.5% say‑on‑pay endorsement indicates investor support for compensation design .
- Execution track record: 2024 TSR rank, capital recycling and growth investments, along with Alpine strategy progress, suggest continued operational momentum under Albright’s leadership .