Steven R. Greathouse
About Steven R. Greathouse
Steven R. Greathouse, age 47, is Senior Vice President and Chief Investment Officer of CTO Realty Growth, Inc., serving as CIO since February 2021 after joining CTO in January 2012; he previously held investment and finance roles at N3 Real Estate, Morgan Stanley, and Crescent Real Estate Equities, and earned his MBA (2006) and undergraduate degree (2000) from Texas Christian University . Under the current management team, CTO delivered 2024 TSR of 23.5%, AFFO per diluted share of $2.00, Total Revenues up 14.1% and FFO attributable to common up 28.4% versus 2023, while same‑property leased occupancy rose 215bps and same‑property NOI increased 4.0% . The company’s say‑on‑pay received 97.5% support at the 2024 annual meeting, indicating shareholder endorsement of pay‑for‑performance practices .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| N3 Real Estate | Director of Finance | — | Single‑tenant triple net developer experience; finance leadership |
| Morgan Stanley | Senior Associate, Merchant Banking–Investment Management | — | Investment banking/merchant banking exposure supporting REIT investing skillset |
| Crescent Real Estate Equities | Senior Associate | — | Public REIT experience; debt/equity investment operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alpine Income Property Trust (NYSE: PINE) | Senior Vice President & Chief Investment Officer | Feb 2021–Present | Oversees investments/asset management at affiliate net‑lease REIT |
| Alpine Income Property Trust (NYSE: PINE) | Senior Vice President, Investments | Aug 2019–Feb 2021 | Led investments at formation and initial phase of Alpine |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | $383,750 | $400,000 | $400,000 | $520,000 (30% increase) |
| Target Bonus (% of Base) | 75% | 75% | 75% | 75% (threshold 37.5%, max 150%) |
| Actual Annual Incentive Paid ($) | $450,000 | $369,477 | $600,000 (200% of target) | — |
| All Other Compensation ($) | $12,740 | $14,010 | $14,610 | — |
| 401(k) Employer Match ($) | $13,800 | $13,800 | $13,800 | — |
| Group Life Insurance ($) | $540–$810 range (see notes) | $810 | $810 | — |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| AFFO per diluted share | 70% | $1.50 | $1.61 | $1.80 | $2.00 | 305% achievement capped to 200% overall AIP |
| Strategic/Qualitative objectives (portfolio, leverage, acquisitions, earnings profile, strategic execution) | 30% | Committee discretion | Committee discretion | Committee discretion | Achieved committee‑determined “outperform” | Paid at 200% of target alongside objective metric |
Performance Stock Units (PSUs) – 2024 Grant Design
| Element | Details |
|---|---|
| Relative TSR comparator | MSCI US REIT Index constituents as of Jan 1, 2024 |
| Performance period | Jan 1, 2024 – Dec 31, 2026 |
| Payout curve | 34th percentile = 50%; 51st percentile = 100%; 67th percentile = 150% |
| TSR governor | Payout capped at 100% if absolute TSR ≤ 3% per annum |
2024 Equity Grants (awarded Feb 14, 2024)
| Award Type | Shares | Grant Date Fair Value ($) |
|---|---|---|
| PSUs (maximum shares) | 25,998 | $397,249 |
| Time‑based RS | 14,532 | $237,017 |
2024 Vesting Activity
| Award Type | Shares Vested | Value Realized ($) |
|---|---|---|
| Time‑vesting RS | 11,506 | $193,761 |
| PSUs (2012–2024 vest credited from 2021 grant) | 22,005 | $375,845 |
Equity Ownership & Alignment
Beneficial Ownership (as of Apr 17, 2025)
| Category | Shares | % of Class |
|---|---|---|
| Restricted stock (beneficially owned; voting rights retained) | 51,001 | <1% |
| Other shares beneficially owned | 133,288 | <1% |
Outstanding and Unvested (as of Dec 31, 2024)
| Award Type | Unvested/Unearned Shares | Market/Payout Value ($) |
|---|---|---|
| Time‑based RS (unvested) | 47,160 | $929,524 (at $19.71) |
| PSUs (unearned, shown at 150% max) | 65,738 | $1,295,686 (at $19.71) |
Forward Vesting Schedule (Steven R. Greathouse)
| Vesting Date | Shares | Award Type |
|---|---|---|
| Jan 28, 2025 | 12,249 | Time‑based RS |
| Jul 1, 2025 | 21,000 | Time‑based RS (July 2022 retention award) |
| Dec 31, 2025 | 22,662 | PSUs (end of 2023‑2025 period) |
| Jan 28, 2026 | 9,067 | Time‑based RS |
| Dec 31, 2026 | 25,998 | PSUs (end of 2024‑2026 period) |
| Jan 28, 2027 | 4,844 | Time‑based RS |
Ownership Policies and Hedging/Pledging
- Executive stock ownership guideline: other executive officers must hold CTO shares equal in value to at least 2x base salary; executives must retain at least 50% of net shares received from incentive awards; compliance measured annually .
- Anti‑hedging and anti‑pledging: executives are prohibited from short sales, derivatives/hedging, margin accounts, and pledging CTO stock; no pledging disclosures are made beyond the policy prohibition .
Options
- CTO discloses no outstanding stock options for NEOs; none exercised in 2024 .
Employment Terms
Employment Agreement
- Agreement originally dated Feb 26, 2016; amended Aug 4, 2017 and Oct 22, 2024 .
- Covenants include non‑competition, non‑solicitation, confidentiality, and IP provisions .
Severance and Change‑of‑Control (CIC)
- If terminated other than for cause or resigns for good reason after a CIC: lump‑sum separation equal to 100% of then‑current base salary; AIP amounts due; equity benefits per award agreements .
- Equity acceleration provisions: upon Qualifying Termination (without cause or for good reason), all unvested RS and PSUs vest; PSUs vest at greater of pro‑rata TSR outcome to termination date or 100% of target; if Qualifying Termination within 24 months post‑CIC, PSUs vest at 150% of target .
- Illustrative payout as of Dec 31, 2024:
- Termination without Cause or with Good Reason after CIC: Total $2,925,210 (includes RS $929,524, severance $400,000, AIP $300,000, PSUs $1,295,686) .
- Termination without Cause (no CIC): Total $2,093,315 (includes RS $929,524, AIP $300,000, PSUs $863,791; no salary severance) .
Clawback and Compliance
- Clawback policy (effective Oct 24, 2023) requires recoupment of incentive‑based compensation tied to financial reporting measures in the event of a required restatement, consistent with SEC/Dodd‑Frank rules .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company TSR ($100 initial investment) | $142 | $147 | $181 |
| AFFO per diluted share ($) | 1.83 | 1.91 | 2.00 |
| Say‑on‑Pay approval (%) | — | — | 97.5% (2024 vote) |
| Revenues YoY (%) | — | — | +14.1% vs 2023 |
| FFO attributable to common YoY (%) | — | — | +28.4% vs 2023 |
| Same‑property leased occupancy change (bps) | — | — | +215 bps |
| Same‑property NOI growth (%) | — | — | +4.0% |
Compensation Structure Analysis
- Strong pay‑for‑performance: 70% of the AIP tied to AFFO per share; 2024 results drove maximum capped payouts; PSUs tied to three‑year Relative TSR with a governor capping payouts if absolute TSR is low .
- Mix shift: Base salary increased to $520,000 for 2025 (+30%), modestly raising fixed pay while maintaining target AIP at 75% and PSU/RS equity mix for long‑term incentives .
- No options and no perquisites: CTO does not utilize stock options, and provides no executive perquisites; benefits are standard health and retirement, with safe‑harbor 401(k) matching .
Equity Ownership & Alignment (Skin‑in‑the‑Game)
- Beneficial ownership: 184,289 total shares (51,001 restricted; 133,288 other), indicating ongoing equity alignment though <1% of outstanding shares .
- Upcoming vesting: significant RS tranches in 2025 (12,249 in Jan; 21,000 retention RS in July) and PSU determinations at 2025 and 2026 year‑ends, which could introduce periodic selling pressure upon vesting/settlement despite retention guidelines .
- Anti‑pledging: explicit prohibition on pledging and hedging reduces alignment risk from collateralization or derivatives .
Employment Contracts, Severance, and CIC Economics
| Element | Key Terms |
|---|---|
| Agreement dates | Feb 26, 2016; amendments Aug 4, 2017; Oct 22, 2024 |
| CIC severance | 100% of base salary lump‑sum; AIP amounts; equity per award agreements |
| Non‑CIC severance | No base salary severance disclosed; AIP proration possible under plan for qualifying terminations |
| Equity acceleration | Full vesting of unvested RS and PSUs with pro‑rata/≥100% target PSUs; 150% PSUs upon CIC‑related Qualifying Termination |
| Covenants | Non‑compete, non‑solicit, confidentiality, IP |
Board Governance and Compensation Committee Context
- Independent Compensation Committee (Chair: Christopher W. Haga) oversees AIP, equity plans, clawback; uses Ferguson Partners as independent consultant; benchmarking peer group size/market cap remains aligned to CTO’s profile .
- 2024 peer group and 2025 updates disclosed; PSUs use Index constituents for TSR, while cash/equity benchmarking draws from a REIT peer set .
Risk Indicators & Red Flags
- Clawback, anti‑hedging/pledging policies are in place and updated to current SEC rules, reducing governance risk .
- No options repricing; no perquisites; no tax gross‑ups disclosed; related‑party transactions are overseen via policy and Audit Committee review; Alpine agreements and fee sharing disclosed .
- Section 16 compliance appears timely for 2024 aside from one director’s late Form 4; no executive late filings disclosed .
Equity Ownership & Alignment Details
| Category | Requirement/Status |
|---|---|
| Officer ownership guideline | ≥2x base salary in CTO shares; measured annually |
| Retention of incentive shares | Must retain ≥50% of net shares from equity awards |
| Pledging/Hedging | Prohibited for officers/directors/employees |
Investment Implications
- High alignment to shareholder outcomes: AIP heavily tied to AFFO/share and PSUs tied to multi‑year Relative TSR with governor, producing capped maximum payouts only upon strong performance; 2024 metrics and vesting outcomes confirm pay‑for‑performance linkage .
- Retention risk moderated by CIC equity acceleration and lump‑sum base severance, though outside CIC, salary severance is not provided—implying reliance on equity value for retention; upcoming large RS vesting tranches in 2025 could create short‑term selling pressure, offset by ownership/retention guidelines .
- Governance quality signals: robust clawback, anti‑hedging/pledging, strong say‑on‑pay support (97.5%), independent compensation oversight, and transparent benchmarking reduce compensation inflation and misalignment risks .
- Compensation mix shift: 2025 base salary increase to $520,000 raises fixed pay, but continued use of PSUs/RS and 75% AIP target suggests sustained at‑risk mix; monitor 2024–2026 PSU performance period for TSR outcomes against index peers .