Philip R. Mays
About Philip R. Mays
Philip R. Mays, 57, has served as Senior Vice President, Chief Financial Officer & Treasurer of CTO Realty Growth, Inc. since June 17, 2024, and concurrently holds the same roles at Alpine Income Property Trust, Inc. (PINE), an affiliate externally managed by CTO . He previously served as CFO of Shadowbox Studios (Sept 2021–Feb 2024), CFO/EVP of Cedar Realty Trust (June 2011–Sept 2021), and CAO/VP Finance at Federal Realty Investment Trust (May 2005–June 2011), following seven years at Ernst & Young LLP; he holds a B.S. in Accounting and Finance from Jacksonville University and is an AICPA member . Company performance context: CTO delivered 2024 AFFO/diluted share of $2.00 and 2024 TSR of 23.5%, with the executive team achieving “outperform” on annual incentives; performance shares awarded in 2022 vested at “outperform” based on 3-year relative TSR, underscoring a pay-for-performance orientation that will govern Mays’ incentives beginning in 2025 .
CTO financials (context for pay-performance alignment):
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $72.7m* | $101.1m* | $115.2m* |
| EBITDA | $48.7m* | $67.0m* | $74.8m* |
| Net Income | $3.2m* | $5.5m* | -$2.0m* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shadowbox Studios | Chief Financial Officer | Sept 2021 – Feb 2024 | CFO of soundstage developer; led finance through growth phase; resigned Feb 2024 . |
| Cedar Realty Trust, Inc. | Chief Financial Officer & EVP | June 2011 – Sept 2021 | Departure coincided with strategic alternatives process and preceded sale announcement by ~6 months . |
| Federal Realty Investment Trust | Chief Accounting Officer & VP Finance | May 2005 – June 2011 | Senior finance leadership at a public retail REIT . |
| Ernst & Young LLP | Accountant (Various roles) | ~7 years | Supervised audits and advised REIT/real estate clients . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Alpine Income Property Trust, Inc. (NYSE: PINE) | SVP, CFO & Treasurer | Since June 2024 | Dual role; PINE is externally managed by CTO . |
Fixed Compensation
- 2024–2025 base salary: Mays’ 2024 initial annual base salary was $375,000; his 2025 base salary is $415,000 . 2024 salary actually paid (partial year) was $203,125 .
- 2024 target AIP: 75% of base salary; threshold/target/max multipliers 50%/100%/200% (pro-rated for date of hire) .
- 2025 AIP framework for other NEOs remains threshold 37.5%, target 75%, max 150% of salary; CEO differs; Mays participates on similar terms as an NEO .
- All other comp 2024: $17,927 (life insurance $774; moving expense reimbursement $12,141; 401(k) match $5,012) .
2024 Summary Compensation (as reported):
| Component | 2024 ($) |
|---|---|
| Salary | 203,125 |
| Stock Awards | — |
| Non-Equity Incentive Plan Compensation | 304,303 |
| All Other Compensation | 17,927 (see breakdown above) |
| Total | 525,355 |
Performance Compensation
Annual Incentive Plan (AIP) structure and 2024 outcomes:
- Program: Objective, measurable metrics with threshold/target/max and linear interpolation; Company used AFFO/diluted share (70% weight) plus strategic/qualitative (30%); overall payout capped at 200% of target .
- 2024 metric results: AFFO/diluted share threshold $1.50, target $1.61, max $1.80; actual $2.00 → 305% achievement for that metric (capped at 200% overall); qualitative component determined by Compensation Committee .
- Mays’ 2024 payout: 200% of target (pro-rated for service days in 2024), equating to $304,303 .
AIP metrics and 2024 result:
| Metric (Weight) | Threshold | Target | Maximum | Actual | Achievement |
|---|---|---|---|---|---|
| AFFO per diluted share (70%) | $1.50 | $1.61 | $1.80 | $2.00 | 305% (program capped at 200%) |
| Strategic/Qualitative (30%) | Discretionary | Discretionary | Discretionary | Committee-determined | Various |
Long-term incentives (LTI):
- Design: Combination of time-based restricted stock (3-year ratable vesting) and performance shares (3-year performance) .
- Performance shares (2024 grant design): Relative TSR vs MSCI US REIT Index constituents; threshold 34th percentile = 50% payout; target 51st = 100%; max 67th = 150%; TSR governor caps payout at 100% if absolute TSR ≤3% per annum; performance period 1/1/2024–12/31/2026 .
- Mays 2024/2025 LTI eligibility: No 2024 equity awards due to mid-year hire; eligible from 2025 with target annual equity award at 133% of base salary; annual grants typically at fiscal year start .
Equity Ownership & Alignment
- Beneficial ownership: 12,841 restricted shares; less than 1% of outstanding shares .
- Voting: Restricted shares carry voting rights .
- Outstanding awards at 12/31/2024: No outstanding time-based or performance awards shown for Mays (his row shows none in Outstanding Equity Awards table) .
- Options: None outstanding; no NEO holds unexercised stock options .
- Pledging/Hedging: Prohibited for directors and officers (anti-hedging and anti-pledging policies) .
- Ownership guidelines: Other executive officers must hold Company stock ≥2× base salary; compliance measured each year and required by the fifth annual compliance date; must retain at least 50% of net-after-tax shares acquired via incentive awards .
- Compliance status: Not disclosed for Mays; as a new executive, he has up to five years to comply .
Ownership snapshot:
| Item | Detail |
|---|---|
| Total beneficial ownership | 12,841 restricted shares; <1% of outstanding |
| Vested vs unvested | Unvested restricted stock: 12,841; performance shares outstanding: none as of 12/31/2024 |
| Options | None outstanding |
| Shares pledged | Prohibited by policy; no pledging permitted |
| Ownership guideline | 2× base salary; 5 years to comply; 50% net share retention on vested awards |
Employment Terms
- Appointment and scope: Appointed SVP, CFO & Treasurer effective June 17, 2024; also CFO/Treasurer of PINE; reports to CEO .
- Base compensation: Initial base salary $375,000 (subject to review); eligible for Annual Incentive Plan; AIP target 75% in 2024 (pro-rated) with 50%/100%/200% threshold/target/max .
- Equity eligibility: From FY2025 onward; target annual equity award 133% of base salary .
- Severance (non-CIC): If terminated without cause prior to June 17, 2029, lump-sum 12 months’ base salary within 60 days, plus any due AIP and equity award agreement benefits (subject to release and covenants) .
- Severance (CIC; double trigger): If terminated without cause or resigns for good reason within 24 months post-CIC, lump-sum 12 months’ base salary within 60 days, plus any due AIP and equity award agreement benefits (subject to release and covenants) .
- Change-in-control definition: As in agreement (≥50% voting control, merger/sale/liquidation, or Board composition change) .
- Equity acceleration on termination: Under CTO’s equity plan, upon a qualifying termination: time-based restricted stock vests; performance shares vest at the greater of 100% target or proration based on TSR to termination; if within 24 months post-CIC, performance shares vest at 150% of target .
- Clawback: Company clawback policy effective Oct 24, 2023; recoup incentive-based compensation upon a required restatement (post Oct 2, 2023) .
- Non-compete & non-solicit: 12-month non-compete after termination within defined “Market Area” (Volusia/Orange Counties, FL and areas within 25 miles of MSAs contributing ≥1% of revenue; excludes CA), plus non-solicit of tenants/employees; injunctive relief available .
- 280G mitigation: Best-net cutback to avoid excise tax (greater of full payment or $1 less than amount triggering 280G) .
- Anti-hedging/pledging: Prohibited company-wide .
Key terms summary:
| Category | Terms |
|---|---|
| Start date | June 17, 2024 |
| Non-CIC severance | 1× base salary (if before 6/17/2029), plus AIP/equity per agreements; 60-day payment; release required |
| CIC severance (24 months) | 1× base salary, plus AIP/equity per agreements; double trigger; 60-day payment; release required |
| Equity vesting on termination | RSUs vest; PSUs ≥100% target (or proration); 150% if within 24 months post-CIC |
| Non-compete | 12 months; defined Market Area; non-solicit tenants/employees |
| Clawback | Adopted Oct 24, 2023 (Dodd-Frank compliant) |
| Pledging/Hedging | Prohibited |
Performance & Track Record
- 2024 executive assessment for Mays: The Board credited Mays with proactive balance sheet and liquidity management across CTO and Alpine; maintaining investor and analyst engagement that expanded research coverage; and enhancing financial reporting, strategic planning/forecasting, and internal controls—supporting a 200% of target AIP payout (pro-rated) for 2024 performance .
- Company results context: CTO achieved 2024 AFFO/diluted share of $2.00 and delivered 23.5% TSR in 2024; 1-, 3-, and 5-year annualized returns outperformed the MSCI US REIT Index and peer average, and performance shares from 2022 vested at “outperform” on relative TSR .
Compensation Committee Analysis
- Program design: Emphasis on “at-risk” pay via objective metrics and 3-year TSR-based PSUs; rigorous pre-set goals with threshold/target/max and linear interpolation; overall AIP cap at 200% .
- Peer benchmarking and advisor: The Compensation Committee engages Ferguson Partners as independent consultant; no conflicts identified; peer group used for benchmarking, with updates in 2025 to reflect CTO’s business profile -.
- Say-on-pay: 97.5% approval at the 2024 annual meeting, indicating strong investor support for executive pay programs .
2024 Peer Group (for benchmarking): Armada Hoffler, Chatham Lodging, City Office, Community Healthcare Trust, Four Corners, Getty Realty, NETSTREIT, One Liberty, Plymouth Industrial, RPT Realty, Urstadt Biddle, Whitestone .
2025 Peer Group changes: Removed City Office, One Liberty, RPT, Urstadt Biddle; Added Alexander & Baldwin, FrontView REIT, InvenTrust, Urban Edge, Seaport Entertainment Group; performance-based awards continue to use MSCI US REIT Index constituents for relative TSR .
Related Policies and Governance
- Anti-hedging/pledging: No short sales, margin, hedging, pledging by directors/officers/employees .
- Clawback policy: Adopted Oct 24, 2023; recoups incentive-based compensation upon required financial restatement for covered executives after Oct 2, 2023 .
- Ownership guidelines: Directors 5× cash retainer or 10,000 shares; CEO 6× salary; other executive officers 2× salary; 5-year compliance window; 50% net-share retention of incentive shares .
- Section 16 compliance: No delinquent filings disclosed for Mays; one late Form 4 noted for a director in January 2024; Form 4 monitoring ongoing .
Investment Implications
- Alignment and discipline: Strong pay-for-performance design (AFFO-driven AIP and relative TSR PSUs) combined with a formal clawback policy and anti-hedging/pledging rules supports shareholder alignment and reduces governance risk .
- Retention risk appears manageable: Mays’ severance is 1× base salary in both non-CIC and CIC double-trigger scenarios (plus AIP/equity per plan), coupled with a 12-month non-compete/non-solicit, which discourages abrupt departure without creating excessive “golden parachute” overhang; best-net 280G cutback further limits parachute risk .
- Insider selling pressure: Minimal near-term pressure given Mays’ holdings are unvested restricted shares (12,841) and pledging is prohibited; new-executive ownership guideline (2× salary) and 50% net-share retention further encourage accumulation rather than sales as awards vest over time .
- Shareholder support backdrop: 97.5% say-on-pay support in 2024 indicates investor acceptance of the compensation framework that governs Mays’ incentives going forward .
Overall, Mays’ structure balances performance incentives (AFFO/TSR) with prudent severance and restrictive covenants, while anti-pledging, clawback, and ownership rules reinforce alignment; equity begins in 2025, so monitoring Form 4 activity and vesting cadence from 2025 onward will be key to assessing any future selling pressure and ongoing alignment .