John D. Klopfenstein
Controller and Chief Accounting Officer at FRPH
Executive
About John D. Klopfenstein
John D. Klopfenstein is FRP Holdings’ Controller and Chief Accounting Officer (Principal Accounting Officer), a role he has held since 2003; he is age 61 per the 2025 proxy and signs SOX 302/906 certifications for FRP’s SEC reports, reflecting direct responsibility for disclosure controls and internal control over financial reporting . Education is not disclosed in FRP’s proxy statements . Company performance context during his tenure shows steady value creation in FRP’s operating metrics and investor outcomes (see tables below) .
Company performance (context)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Net Income ($USD) | $28,215,000 | $4,565,000 | $5,302,000 | $6,385,000 |
| Total Shareholder Return (Value of $100) | $127 | $118 | $137 | $134 |
| FRP Pro Rata NOI ($USD Millions) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Total Pro Rata NOI | $17.6 | $24.2 | $30.2 | $38.1 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FRP Holdings, Inc. | Controller & Chief Accounting Officer (Principal Accounting Officer) | 2003–present | Leads SEC reporting certifications; co-evaluates effectiveness of disclosure controls and internal control over financial reporting; signs SOX 302/906 certifications |
External Roles
No external directorships or outside roles are disclosed for Klopfenstein in FRP’s proxy biographies of executive officers .
Fixed Compensation
Not disclosed. FRP reports detailed compensation only for named executive officers (NEOs) given its “smaller reporting company” status; Klopfenstein is not a NEO in the 2024 or 2025 proxies .
Performance Compensation
Company incentive design (context; specific participation for Klopfenstein is not disclosed):
| Incentive | Metric | Weighting | Target | Threshold | Maximum | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|---|
| 2024 MIC Plan (Annual cash bonus) | NOI+ (95%) and FRP-owned sq ft leased (5%), with up-to-25% reallocation if one metric exceeds target | 95% / 5% | NOI+ $44,952,560; Leased 8,842 sq ft | NOI+ $38,407,560; Leased 0 sq ft (50% pool) | NOI+ $48,782,778; Leased 20,766 sq ft (125% pool) | Not disclosed | Not disclosed | N/A |
| 2022 LTI (Performance RSUs evaluated Mar 6, 2024) | Aggregate JV NOI over 24 months | N/A | Target $34,785,346 | $27,828,277 (50% forfeiture) | $38,263,881 (125%) | Achieved 125% (exceeded max) | CEO: 1,240 RS; Other NEOs: 1,656 RS issued; 25% immediate, then 25% on 12/31/2024, 12/31/2025, 12/31/2026; accelerated on CoC | As noted |
| 2023 LTI (Performance RSUs evaluated Mar 2025) | Aggregate JV NOI over 24 months | N/A | Target $55,577,025 | $47,240,471 (50% forfeiture) | $57,871,474 (125%) | Not disclosed (pending evaluation) | Performance shares up to $50,000 if > target; vest 25% on evaluation, then annually through 2027; accelerated on CoC | As noted |
| 2024 LTI (Performance RSUs evaluated Mar 2026) | Aggregate JV NOI over 24 months | N/A | Target $65,827,011 | $55,952,959 (50% forfeiture) | $68,007,655 (125%) | Not disclosed (future) | Performance shares up to $50,000 if > target; vest 25% on evaluation, then annually through 2028; accelerated on CoC | As noted |
Notes:
- MIC (annual cash bonus) is calibrated to profitability and leasing throughput; a portion of each NEO’s bonus requires effective internal control over financial reporting for the year .
- Equity grant timing follows a December approval and January 1 effective date cadence, with controls to avoid material non-public information conflicts .
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Beneficial ownership | Not separately disclosed for Klopfenstein; proxy tables list directors and NEOs only . |
| Hedging/short/derivatives | Prohibited for directors and officers; pre-clearance required for any transactions; no directors/executive officers hedged FRP securities in 2024 . |
| Clawback policy | Mandatory recoupment of erroneously awarded incentive compensation for current/former executive officers following a restatement (lookback: 3 completed fiscal years) . |
| Pledging | No pledging disclosure specific to executives; policy text addresses hedging and short sales/options; pledging not mentioned . |
| Section 16 compliance | Forms 4 for March 2, 2023 awards to executive officers (including Klopfenstein) were filed late due to administrative oversight; otherwise timely reports in 2023 . |
Employment Terms
- No individual employment agreement, severance, or change-of-control terms are disclosed for Klopfenstein in FRP filings. A double‑trigger change‑in‑control agreement is disclosed for President David H. deVilliers, Jr.; no similar agreements are listed for other executives .
Investment Implications
- Alignment/controls: As Principal Accounting Officer, Klopfenstein’s recurring SOX certifications and direct participation in evaluating disclosure controls/internal controls signal robust governance; hedging/short-sale prohibitions and the clawback framework further support compensation alignment and reduce misaligned trading risks .
- Data gaps on pay: His specific pay mix, bonus targets, and equity awards are not disclosed (he is not a NEO), limiting pay-for-performance analysis at the individual level; however, company-wide incentives are tightly linked to NOI and leasing metrics with structured vesting and change‑of‑control acceleration, indicating performance orientation across leadership .
- Retention risk: Long tenure since 2003 and continued control signatory responsibilities suggest low immediate transition risk; no disclosed employment protections or severance provisions could modestly elevate retention sensitivity vs NEOs in a change‑of‑control scenario .
- Trading signals: No hedging, option speculation, or pledging are disclosed; the single late Form 4 instance for 2023 awards attributed to administrative oversight doesn’t indicate ongoing selling pressure or hedging behavior .