Laura M. Franklin
About Laura M. Franklin
Independent Chairman of the Board at CTO Realty Growth, Inc. since May 2017; director since 2016; age 64; Certified Public Accountant with a B.S. in Accounting from the University of Maryland; former Executive Vice President, Accounting and Administration and Corporate Secretary at Washington Real Estate Investment Trust (now Elme Communities), where she led finance, human capital, and IT functions over a 22-year tenure; member of AICPA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Washington Real Estate Investment Trust (Elme Communities) | EVP, Accounting & Administration; Corporate Secretary | 22 years | Led Accounting, Tax, SEC Reporting, Treasury, HR, and IT; strategic planning; worked closely with audit and compensation chairs |
| CohnReznick (formerly The Reznick Group) | Public Accounting – Audit & Tax (Real Estate) | Not disclosed | Specialized in audit and tax for real estate clients |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Chevy Chase Land Company (Private) | Director | Since 2017 | Private mixed-use real estate; no public committees disclosed |
Board Governance
- Independent Chairman; governance policy requires an independent Board Chair; Ms. Franklin currently serves in this role and leads executive sessions of independent directors at each quarterly meeting .
- Independence: Board determined Franklin is independent under NYSE standards; five of six directors are independent .
- Committees: Audit (Brokaw—Chair; Gable; Haga), Compensation (Haga—Chair; Brokaw; Drew), Governance (Gable—Chair; Drew; Haga); Franklin is not listed as a member of these committees .
- Attendance and engagement: In 2024, the Board held six regular meetings (one in-person, five via video) plus two additional meetings (both via video); all current directors attended >75% of Board and committee meetings; all directors attended the 2024 annual meeting (virtual) .
- Voting standard: Majority voting in uncontested director elections with a director resignation policy if a nominee fails to receive a majority of votes cast .
- Stock ownership guidelines for directors: Must own the greater of shares equal in value to 5x annual cash retainer or 10,000 shares; compliance measured annually .
- Policies supporting investor confidence: Clawback policy updated to comply with SEC rules (effective Oct 24, 2023); anti-hedging and anti-pledging for directors, officers, employees; robust codes of ethics and whistleblower policy .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $147,478 | Franklin elected to receive annual $50,000 cash retainer and Chair/committee fees in common stock; received 2,728 fully vested, unrestricted shares in lieu of cash during 2024 . |
| Annual Director Stock Award | $62,492 | Restricted stock, 3,740 shares granted Feb 14, 2024; vests immediately but cannot be sold/disposed until service concludes . |
| Board Chair Retainer | $97,500 | Separate Chair cash retainer (policy table) . |
| Total 2024 Director Compensation | $209,970 | Sum of cash-equivalent fees and stock awards . |
Additional program details:
- Annual director cash retainer: $50,000; optional election to receive cash compensation in shares based on 20-day trailing average price .
- Standard annual equity award: $62,500 value per director, computed on 20-day trailing average price; 3,740 shares awarded to each non-employee director on Feb 14, 2024 .
Performance Compensation
- Non-employee director pay does not include performance-based elements; director equity awards are service-based and, while vest immediately, cannot be disposed of until service concludes .
Company-level pay-for-performance framework (for executive oversight context):
| Metric (Weight) | Threshold | Target | Maximum | 2024 Actual | Achievement |
|---|---|---|---|---|---|
| AFFO per diluted share (70%) | $1.50 | $1.61 | $1.80 | $2.00 | 305% of target (capped at 200% for payouts) |
| Strategic/Qualitative (30%) | Discretionary | Discretionary | Discretionary | As determined by Compensation Committee | Paid at 200% of target for NEOs |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Conflicts |
|---|---|---|---|
| The Chevy Chase Land Company | Private | Director | No related-party transactions with CTO disclosed; no public company interlocks noted . |
| Public company boards | — | — | None disclosed for Franklin in past 5 years . |
Expertise & Qualifications
- CPA; B.S. Accounting, University of Maryland; AICPA member .
- Deep REIT functional leadership across Accounting, Tax, SEC Reporting, Treasury, HR, and IT; strategic planning; partnership with audit and compensation chairs in prior role .
- Governance and financial oversight experience as independent Board Chair at CTO, leading executive sessions and risk oversight processes .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Laura M. Franklin | 55,155 | <1% | Includes 13,728 shares with shared voting/investment power with spouse . |
| Unvested shares | None | — | As of Dec 31, 2024, non-employee directors held no unvested shares . |
| Options | None disclosed | — | No options exercisable/unexercisable shown for Franklin . |
| Ownership Guidelines | 5x cash retainer or 10,000 shares, whichever greater | — | Franklin’s 55,155 shares exceed 10,000-share minimum . |
Insider Trades (Section 16 Compliance Snapshot)
| Director | 2024 Filing Status | Notes |
|---|---|---|
| Laura M. Franklin | No delinquent filings reported | Company disclosed one late Form 4 for another director (Haga); no issues noted for Franklin . |
Governance Assessment
- Strengths:
- Independent Chairman governance structure with regular executive sessions led by Franklin enhances board independence and oversight .
- Documented independence, majority-independent Board and fully independent committees (Audit, Compensation, Governance) .
- High engagement: >75% attendance by all directors; robust meeting schedule .
- Shareholder-aligned policies: majority voting with resignation policy, clawback, anti-hedging/pledging, codes of ethics; annual Say-on-Pay with strong support (97.5% in 2024) .
- Ownership alignment: director stock ownership guidelines; Franklin holds 55,155 shares, exceeding the 10,000-share minimum .
- Potential risks/red flags:
- Related-party transactions disclosed at company level (e.g., preferred equity investment in SEG where former CTO CFO now serves), though not involving Franklin; managed under related party policy via Audit Committee review .
- No specific committee memberships for Franklin; as independent Chair, she provides oversight but does not sit on Audit/Comp/Gov committees; effectiveness relies on leadership of committee chairs and coordination through executive sessions .
Overall signal: Franklin’s independent Chair role, deep REIT finance/governance background, strong attendance, and meaningful equity ownership support investor confidence; absence of personal related-party transactions and anti-hedging/pledging policy reduce alignment risks .