Lisa M. Vorakoun
About Lisa M. Vorakoun
Lisa M. Vorakoun (age 41) is Senior Vice President & Chief Accounting Officer (CAO) of CTO Realty Growth, Inc. and has been with CTO since January 2013; she also served as Interim CFO & Treasurer from April–June 2024 before resuming her CAO role . She holds a B.S. and MAcc from Florida State University and is a member of the AICPA and FICPA . Company performance context for 2024: AFFO per diluted share was $2.00 and total shareholder return (TSR) was 23.5% for the year, with the company ranking as the 17th best performing REIT on a 3‑year TSR basis (out of 127) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CTO Realty Growth, Inc. | Controller | 2013–2017 | Led controllership during transition toward REIT model; established foundational reporting controls |
| CTO Realty Growth, Inc. | VP & Controller | 2017–2020 | Advanced internal reporting and controls during portfolio repositioning |
| CTO Realty Growth, Inc. | VP & CAO | 2020–Apr 2024 | Oversaw company financial disclosures and internal controls as REIT operations scaled |
| CTO Realty Growth, Inc. | Interim CFO & Treasurer | Apr 2024–Jun 2024 | Managed liquidity, reporting framework, and internal controls during CFO transition |
| CTO Realty Growth, Inc. | SVP & CAO | Apr 2024–present | Senior leadership over accounting, disclosure controls, and cybersecurity initiatives |
| Alpine Income Property Trust, Inc. | VP & CAO | 2020–Apr 2024 | Parallel CAO responsibilities at externally managed affiliate (PINE) |
| Alpine Income Property Trust, Inc. | SVP & CAO | Apr 2024–present | Continued senior accounting leadership at PINE |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| James Moore & Co. (regional accounting/consulting firm) | Audit Manager | 2006–2012 | Managed audits across industries, building public-company financial reporting expertise |
| AICPA; FICPA | Professional membership | Ongoing | Maintains professional standards and continuing education in accounting |
Fixed Compensation
| Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base salary ($) | n/a | 275,000 | 300,000 |
| Perquisites | — (NEOs receive no perquisites) | — (NEOs receive no perquisites) | — (NEOs receive no perquisites) |
Notes:
- Under her employment agreement (effective Oct 22, 2024), base salary was set at $275,000, subject to Compensation Committee review .
Performance Compensation
Annual incentive plan (AIP) structure and 2024 outcomes:
| Metric (weighting) | Threshold | Target | Maximum | 2024 Actual | Achievement/Payout |
|---|---|---|---|---|---|
| AFFO per diluted share (70%) | $1.50 | $1.61 | $1.80 | $2.00 | 305% of target (capped at 200%) |
| Strategic/Qualitative (30%) | n/a | n/a | n/a | Discretionary vs set objectives | 200% of target (for Ms. Vorakoun) |
AIP amounts for 2024:
| Executive | Target bonus (% of base) | 2024 Target ($) | 2024 Actual (% of target) | 2024 Actual ($) |
|---|---|---|---|---|
| Lisa M. Vorakoun | 75% | 206,250 | 200% | 412,500 |
Long-term equity structure (2024 awards):
| Award type | Grant date | Shares (#) | Fair value ($) | Vesting |
|---|---|---|---|---|
| Performance Shares (max) | Feb 14, 2024 | 11,222 | 171,472 | Based on Relative TSR over Jan 1, 2024–Dec 31, 2026; 34th/51st/67th percentile → 50%/100%/150% payout; capped at 100% if absolute TSR ≤3% p.a. |
| Time-Based Restricted Stock | Feb 14, 2024 | 6,883 | 112,262 | Ratable over 3 years starting Jan 28, 2025 |
Additional 2024 context:
- NEO 2024 equity included only RS and PS (no options). Options are not used currently in programs .
- Company-wide, 2024 achievements (supporting 200% AIP payout) included 23.5% TSR, AFFO/diluted share of $2.00, and deleveraging progress, among others .
Equity Ownership & Alignment
| Component | Detail |
|---|---|
| Beneficial ownership | Restricted stock: 24,798 shares; Other shares: 21,211; Options: none; Percent of class: <1% |
| Outstanding unvested equity (12/31/2024) | Time-based RS: 21,435 ($422,484 at $19.71); Performance shares (unearned, shown at 150% for proxy valuation): 20,859 ($411,131) |
| Forthcoming vesting schedule (subject to service/performance) | Dec 31, 2024 PS: 4,122; Jan 28, 2025 RS: 5,920; Jul 1, 2025 RS (retention): 9,000; Dec 31, 2025 PS: 5,515; Jan 28, 2026 RS: 4,220; Dec 31, 2026 PS (from 2024 grant): 11,222; Jan 28, 2027 RS: 2,295 |
| Pledging/hedging | Company prohibits pledging, margin accounts, and hedging for directors, officers, and employees |
| Ownership guidelines | Other executive officers must hold ≥2x base salary in CTO stock; plus 50% net shares retention from equity vestings until compliant |
Notes:
- No stock options outstanding; thus, no option-expiry selling pressure .
- Dividend equivalents accrue on unvested RS/PS in line with vesting terms .
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement | Employment agreement effective Oct 22, 2024 |
| Compensation eligibility | Base salary initially $275,000; eligible for AIP each year (2024 target 75% of base); eligible for LTI beginning FY2025, consistent with executive program |
| Severance (Change in Control) | If terminated without cause or resigns for good reason within 24 months post‑CoC: cash severance equal to 12 months’ current base salary (lump sum within 60 days), plus AIP amounts due and equity per award terms; subject to release/non‑compete/non‑solicit |
| Severance (outside CoC) | Upon termination without cause (outside CoC period): accrued items/AIP/equity only; no incremental cash severance specified in 10‑Q summary |
| Non‑compete / Non‑solicit | Employment agreement includes customary non‑competition, non‑solicitation, confidentiality, and IP provisions |
| 280G cutback | “Best‑net” provision: receive greater of full payments or $1 less than the amount that would trigger excise tax, to maximize after‑tax proceeds |
| Clawback | Subject to CTO’s clawback policy (updated in 2023 to comply with SEC/Dodd‑Frank) |
Equity acceleration mechanics (applicable to all NEO awards):
- Qualifying termination (without cause/for good reason): all unvested awards vest; PS vest at the greater of 100% target or prorated outcome based on TSR through termination date .
- Qualifying termination within 24 months post‑CoC: PS vest at 150% of target; time‑based RS fully vest .
Investment Implications
- Pay-for-performance linkage and upside sensitivity: 70% of AIP tied to AFFO/share (with rigorous targets), plus relative TSR-based PSUs (with governor if absolute TSR ≤3% p.a.), drove a 200% AIP payout for 2024—showing strong operating leverage to AFFO and capital allocation outcomes . Oversight from the compensation committee and 97.5% Say‑on‑Pay support underscore investor alignment .
- Limited insider selling pressure from options: Ms. Vorakoun holds no stock options; vesting cadence is known (not expiry‑driven), with sizable RS tranches in 2025 and 2026 and PSU outcomes dependent on TSR, potentially smoothing selling pressure vs. option-heavy structures .
- Alignment and risk controls: Mandatory ownership guidelines (2x salary), 50% net‑share retention, and strict anti‑pledging/hedging policy reduce misalignment/forced sales risks; clawback policy further mitigates restatement and misconduct risk .
- Retention and CoC economics: Double‑trigger CoC severance (12 months base) and equity acceleration terms are moderate for a CAO, supporting retention while avoiding outsized golden parachutes; outside CoC, cash severance is not specified beyond accrued/AIP, indicating balanced retention economics .
Appendix: 2024 Company Performance Indicators
| Indicator | 2024 |
|---|---|
| AFFO per diluted share ($) | 2.00 |
| 1‑year TSR (%) | 23.5 |
All citations are to company filings: CTO 2025 DEF 14A and 2024 10‑Q/8‑K as indicated.