John D. Baker III
About John D. Baker III
John D. Baker III was appointed Chief Executive Officer and Director of FRP Holdings on May 8, 2024. He previously served as CFO (2019–2024), financial analyst (2016–2019), transitioned to finance in 2013, and initially joined the predecessor company in 2012 as a management trainee. He holds a B.A. in history from Princeton University and an MBA from the University of Texas . He is 40 years old per the board roster . Family relationships: he is the son of Executive Chairman John D. Baker II and cousin of director Margaret B. Wetherbee, which the proxy discloses in his biography .
Pay-versus-performance TSR context: the company’s “value of initial $100 investment” (TSR proxy measure) was $127 (2021), $118 (2022), $137 (2023), and $134 (2024), providing context for shareholder returns during the period straddling his CFO tenure and CEO transition .
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| FRP Holdings / predecessor | Management Trainee (transportation) | 2012 | Early operating exposure |
| FRP Holdings | Finance (transitioned) | 2013 | Moved into corporate finance |
| FRP Holdings | Financial Analyst | 2016–2019 | Built underwriting/real estate investing acumen |
| FRP Holdings | Chief Financial Officer | 2019–May 8, 2024 | Led finance prior to CEO role |
| FRP Holdings | Chief Executive Officer; Director | May 8, 2024–present | CEO transition; board service commenced same date |
External Roles
No external public-company directorships or committee roles for John D. Baker III are disclosed in the proxy biography .
Fixed Compensation
| Year | Base salary ($) | Non-equity incentive/bonus ($) | Stock awards ($) | Option awards ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 355,100 | 443,875 | 37,500 | 350,000 | 10,530 | 1,197,005 |
Notes:
- “All other compensation” for 2024 comprised $10,350 401(k) match and $180 misc. reimbursed expenses .
Performance Compensation
Annual MIC (Management Incentive Compensation) Plan – Design (illustrative recent design)
| MIC period | Metric | Weight | Threshold | Target | Maximum | Notes |
|---|---|---|---|---|---|---|
| 12 months ended Dec 31, 2022 | NOI+ (combined NOI incl. JV partners’ shares plus pre-tax cash/profit events) | 75% | $15,010,878 | $15,750,878 | $17,775,878 | Excess on one metric could offset the other up to 25% |
| 12 months ended Dec 31, 2022 | FRP-owned square feet leased | 25% | 52,000 sf | 65,000 sf | 79,292 sf | Same offset feature as above |
Discussion:
- The company emphasizes operating metrics (NOI+/leasing) rather than GAAP net income for annual incentives; bonuses are calculated under the MIC plan with these weights and thresholds/targets .
Long-Term Incentives (LTI) – Restricted Stock and Performance Shares
| Grant/Performance cycle | Award type | Performance condition | Target | Threshold | Maximum | Vesting schedule | Change-of-control treatment |
|---|---|---|---|---|---|---|---|
| 2022 LTI (24-month performance period ending Dec 31, 2023) | Restricted stock | JV aggregate NOI | $34,785,346 | $27,828,277 (50% forfeiture at threshold) | 125% of target ($38,263,881) | Non-forfeited shares vest 25% on evaluation date (expected Mar 2024), and 25% on Dec 31 of 2024, 2025, 2026 | Accelerated vesting upon change of control under plan |
| 2022 LTI (settled Mar 6, 2024) | Performance shares (settled in restricted stock) | Above-target JV NOI (up to 125%) | Max $37,500 for Baker III | — | 125% of target achieved; Baker III received 1,240 RS at $37,500 | 25% vested immediately (Mar 6, 2024), 25% vested Dec 31, 2024, and 25% on Dec 31 of 2025 and 2026 | Accelerated on change of control |
| 2024 awards (performance period ending Dec 31, 2025; labeled “2023 LTI Grant” in proxy) | Restricted stock (company-wide LTI design) | JV aggregate NOI | $65,827,011 | $55,952,959 (50% forfeiture at threshold) | — | Non-forfeited shares vest 25% on evaluation date (expected Mar 2026), and 25% on Dec 31 of 2026, 2027, 2028 | Accelerated on change of control |
| 2024 LTI – Performance shares | Performance shares (additional) | Above-target JV NOI | Max value $50,000 at 125% of target NOI $68,007,655 | — | $50,000 max at 125% | If earned, convert to RS and follow same vesting as LTI | Accelerated on change of control |
Stock Options – Grants and Vesting
- 2024 option grants to Baker III: $150,000 options vesting over 4 years (10-year term) and an additional $200,000 of options in connection with the 2024 LTI grant; Black-Scholes inputs disclosed (risk-free 3.84%, volatility 75.27%, expected life 7 years) .
- General option terms in the outstanding awards table: options vest ratably over 5 years from first anniversary, 10-year term .
Equity Ownership & Alignment
Beneficial Ownership (as of Dec 31, 2024)
| Holder | Shares beneficially owned | % of class | Detail |
|---|---|---|---|
| John D. Baker III | 238,119 | 1.25% | Includes 227,919 shares in living trust and 10,200 options exercisable within 60 days |
Outstanding Options (as of Dec 31, 2024)
| Grant/lot | Exercisable (#) | Unexercisable (#) | Exercise price ($) | Expiration |
|---|---|---|---|---|
| 12/31/2033 issuance | 3,050 | 29,480 | 31.440 | 12/31/2033 |
| 12/05/2017 issuance | 1,890 | — | 22.250 | 12/05/2027 |
| 12/04/2018 issuance | 5,260 | — | 22.985 | 12/04/2028 |
| Terms | — | — | — | All options vest ratably over five years; 10-year term |
Policies and Alignment
- Hedging: Company prohibits short sales and transactions in puts/calls/options by directors/officers; none hedged company stock in 2024. Trading requires pre-clearance; hedging is “strongly discouraged” .
- Pledging: No specific disclosure of pledged shares for Baker III in the proxy; not flagged in ownership footnotes .
- Ownership guidelines: No explicit stock ownership guideline multiples for executives were disclosed in the retrieved sections; the proxy focuses on plan design and ownership tables .
Employment Terms
- Appointment and service: CEO and Director effective May 8, 2024 .
- Change-of-control: Restricted stock under LTI provides accelerated vesting upon a “Change of Control” as defined in the Equity Incentive Plan .
- Severance/contracts: No individual severance or change-in-control agreement for Baker III is disclosed in the proxy sections reviewed; the only enumerated change-in-control agreement pertains to David H. deVilliers, Jr. (double-trigger; full vesting of options/RS and payout of Management Security Plan benefits upon qualifying termination within 24 months) .
Board Governance
- Board/committee roles: Baker III serves on the board since May 8, 2024; he is not listed as a member of the Audit, Compensation, or Governance committees (matrix below) .
Director Audit Compensation Governance John D. Baker III Matthew S. McAfee (Lead Independent) X X X* Martin E. Stein, Jr. X* X John S. Surface X* X X Nicole B. Thomas X X X William H. Walton III X X X Others (non-committee) — — — - Independence: Five of nine directors are independent (McAfee, Stein, Surface, Thomas, Walton). All members of the three standing committees are independent .
- Board leadership and dual-role mitigation: Executive Chairman is John D. Baker II (non-independent). Company policy provides for a Lead Independent Director when the chair is not independent; McAfee currently serves as Lead Independent Director and presides over independent executive sessions (five sessions in 2024) .
- Director compensation (context; not applicable to Baker III as an employee director): Non-employee directors received a $20,000 annual retainer, meeting fees, committee retainers, and an annual equity grant (3,226 shares on May 8, 2024 at $31.00; $100,006 grant-date value) .
Compensation Structure Analysis
- Mix shift and leverage: In 2024, Baker III’s equity compensation skewed heavily toward options ($350,000 option awards) versus modest stock awards ($37,500 performance-share settlement), indicating higher performance leverage and lower cash guarantees in his first CEO year . Additionally, he received $150,000 in options vesting over 4 years and $200,000 options tied to 2024 LTI, with Black-Scholes inputs indicating high volatility assumptions (75.27%) .
- Annual bonus metrics emphasize operations: MIC plan relies on NOI+ and leasing activity, not GAAP net income; aligns near-term cash incentives to operating performance of real estate assets .
- Long-term alignment and vesting overhang: LTI awards depend on multi-year JV aggregate NOI targets and vest over four tranches (evaluation date plus three year-end cliffs), creating recurring vesting dates (e.g., evaluation in Mar 2026; Dec 31 tranches) that could create periodic liquidity events for insiders if shares are sold upon vesting .
- Governance mitigants for dual roles: Baker III’s board role plus familial ties to the Executive Chairman are balanced by the formal Lead Independent Director structure and fully independent key committees .
Risk Indicators & Red Flags
- Related parties: Family relationships on the board (son of Executive Chairman; cousin of a director) represent potential independence optics, mitigated in part by independent committees and a Lead Independent Director .
- Hedging/pledging: Hedging prohibited and none occurred in 2024; no pledging flagged in ownership disclosures for Baker III .
- Section 16 compliance: Company believes all insiders filed required ownership reports on a timely basis in 2024 .
- Change-of-control equity acceleration: LTI RS accelerate upon change of control, which can increase transaction-related equity payouts; this is a standard feature but can be a governance focus in M&A scenarios .
Equity Ownership Detail
| Component | Amount |
|---|---|
| Direct/Trust holdings | 227,919 shares (living trust) |
| Options exercisable within 60 days | 10,200 shares |
| Total beneficial ownership | 238,119 shares (1.25% of outstanding) |
Board Service History and Committee Roles
- Board service: Director since May 8, 2024 .
- Committee roles: None; not listed on Audit, Compensation, or Governance committees .
- Independence: Not independent due to management role and family relationships; the board uses a Lead Independent Director to mitigate combined influence with a non-independent chair .
- Executive sessions: Independent directors met five times in executive session during 2024 .
Employment & Contracts
- Appointment date: CEO and Director effective May 8, 2024 .
- Change-of-control: Accelerated vesting for restricted stock under the Equity Incentive Plan upon Change of Control .
- Severance: No specific CEO severance agreement is disclosed in the proxy for Baker III; the only enumerated change-in-control agreement disclosed is for another executive (deVilliers Jr.) and is double-trigger .
Investment Implications
- Alignment and retention: Baker III owns 1.25% of shares outstanding (largely via living trust) and holds significant unvested options with long-dated expiries (2027–2033), supporting retention and alignment with long-term value creation .
- Incentive design: Annual MIC rewards operating execution (NOI+/leasing), while LTI is contingent on multi-year JV NOI targets with staggered vesting—favorable for long-dated real estate development cycles but may produce vesting-related selling windows around Mar (evaluation) and year-end .
- Governance optics: Dual-role dynamics (CEO as director; non-independent executive chair) and family ties are mitigated by independent committees and a Lead Independent Director, but still warrant monitoring for independence and succession planning .
- Pay-for-performance: 2024 mix leaned to options ($350k) and performance-conditioned equity, indicating confidence-driven, at-risk structure in his first CEO year; TSR over 2021–2024 has been broadly range-bound around $118–$137 on the proxy’s $100 baseline, suggesting moderate shareholder return context for evaluating incentive outcomes .