John D. Milton, Jr.
Executive Vice President, Secretary, and General Counsel at FRPH
Executive
About John D. Milton, Jr.
John D. Milton, Jr. is Executive Vice President, Secretary, and General Counsel of FRP Holdings. He has served as EVP and Secretary since 2008, was the Company’s CFO and Treasurer from 2008 until May 6, 2019, and became General Counsel on May 6, 2019; he is 79 years old . During his CFO tenure, FRP completed the 2015 spin-off of Patriot Transportation (administrative relationship still disclosed), indicating deep finance/legal involvement through a major corporate action . Company performance context: FRP’s TSR index (value of a $100 initial investment) was 127 (2021), 118 (2022), 137 (2023), 134 (2024), while revenues rose from ~$37.5M (FY22) to ~$41.8M (FY24) and EBITDA hovered around ~$10.7M (FY23–FY24) ; revenues from S&P Global; EBITDA from S&P Global.
Company performance snapshot:
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| TSR index (value of $100) | 127 | 118 | 137 | 134 |
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $37,481,000 | $41,506,000 | $41,774,000 |
| EBITDA ($USD) | $13,737,000* | $10,738,000* | $10,735,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FRP Holdings, Inc. | Executive Vice President & Secretary | 2008–present | Corporate secretary oversight and executive leadership during multi-year real estate buildout . |
| FRP Holdings, Inc. | General Counsel | 2019–present | Top legal officer since May 6, 2019 . |
| FRP Holdings, Inc. | Chief Financial Officer & Treasurer | 2008–2019 | Led finance during significant corporate actions, including the 2015 spin-off of Patriot Transportation . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| — | — | — | None disclosed in recent proxies . |
Fixed Compensation
- Milton is not listed among the Named Executive Officers (NEOs) in recent Summary Compensation Tables; FRP, as a smaller reporting company, only discloses NEO pay (Baker II/III, DeVilliers Jr/III). No Milton-specific base salary, target bonus, or actual bonus is disclosed .
Performance Compensation
Company executive incentive design (applies to NEOs; Milton was not listed as eligible in 2024 MIC example below):
- Annual cash MIC (Management Incentive Compensation) structure (2024): Bonus tied 95% to NOI+ (companywide net operating income plus pre-tax cash/profit events, excluding mining) and 5% to FRP-owned square feet leased, with up to 25% overachievement in one metric allowed to offset a shortfall in the other. For 2024: Target NOI+ $44,952,560; Threshold $38,407,560; Maximum $48,782,778; Target square feet leased 8,842; Maximum 20,766 .
| Metric (MIC 2024) | Weight | Threshold | Target | Maximum | Notes |
|---|---|---|---|---|---|
| NOI+ | 95% | $38,407,560 | $44,952,560 | $48,782,778 | Up to 25% overachievement can offset other metric . |
| FRP-owned square feet leased | 5% | 0 | 8,842 | 20,766 | Offset mechanics as above . |
Long-term equity (LTI) design used for executives (performance-vested restricted stock with NOI targets and graded vesting; accelerated on change of control):
| Grant | Performance period | Threshold NOI | Target NOI | Max NOI (125%) | Vesting schedule |
|---|---|---|---|---|---|
| 2022 LTI | 24 months ending 12/31/2023 | $27,828,277 | $34,785,346 | $38,263,881 | 25% at evaluation (expected Mar-2024), then 25% on 12/31/2024, 12/31/2025, 12/31/2026; CoC accelerates . |
| 2023 LTI | 24 months ending 12/31/2024 | $47,240,471 | $55,577,025 | $57,871,474 | 25% at evaluation (expected Mar-2025), then 25% on 12/31/2025–2027; CoC accelerates . |
| 2024 LTI | 24 months ending 12/31/2025 | $55,952,959 | $65,827,011 | $68,007,655 | 25% at evaluation (expected Mar-2026), then 25% on 12/31/2026–2028; CoC accelerates . |
Notes:
- In addition to base performance shares, executives had a “performance share” kicker up to $50,000 value if NOI exceeded target up to 125% (e.g., 2021 and 2022 LTI evaluations paid out at/above targets, with incremental shares issued and graded vesting thereafter) .
- Milton’s Form 4s were filed late for awards issued on March 2, 2023 (administrative oversight), indicating he participated in executive equity awards; however, the proxies do not break out Milton’s specific grant sizes or payouts .
Equity Ownership & Alignment
- Beneficial ownership: The proxies list directors and NEOs individually, plus a group total for all executive officers; Milton is not individually enumerated in these tables (not an NEO) .
- Hedging/derivatives: Directors and officers are prohibited from short sales and exchange-traded options; all trades require preclearance; no hedging by directors/officers in 2024 (and 2023) .
- Clawback: Company will recoup erroneously awarded incentive compensation following a material accounting restatement, covering the three completed fiscal years prior to restatement determination .
- Pledging: No explicit pledging prohibition is disclosed; no pledging by Milton is reported in the proxies .
- Section 16 compliance: Forms 4 for company awards granted Mar 2, 2023 (including Milton) were filed late due to administrative oversight .
Employment Terms
- Role and tenure: EVP & Secretary since 2008; General Counsel since May 6, 2019; previously CFO/Treasurer 2008–2019 .
- Contracts and severance: The proxies disclose a double-trigger change-in-control agreement for David H. deVilliers, Jr.; no Milton-specific employment contract, severance, or change-in-control terms are disclosed .
- Non-compete/solicit: Not disclosed for Milton.
- Clawback: Companywide policy applies (see above) .
Investment Implications
- Alignment and incentives: While Milton is not an NEO and his specific pay elements aren’t disclosed, his equity participation (evidenced by Form 4 reporting of awards in 2023) and the company’s program architecture tie a material portion of executive pay to multi-year NOI outcomes and leasing, aligning legal/finance leadership with value creation in FRP’s development JVs .
- Retention and selling pressure: LTI awards vest 25% at evaluation (Mar) and 25% each Dec 31 for three years, with change-of-control acceleration. Monitor evaluation months (Mar) and year-ends (Dec 31) for potential insider selling windows as tranches vest; hedging/derivatives are prohibited which reduces misalignment risk .
- Disclosure gap: Lack of Milton-specific base/bonus detail (not an NEO) limits precision in assessing his cash vs. equity mix or bonus calibration; however, company-level MIC metrics (NOI+ and square feet leased) and LTI NOI hurdles provide a clear framework of performance levers and should be reflected in overall executive incentives .
- Governance quality: Independent Compensation Committee, preclearance trading policy, no hedging, and a formal clawback are positive governance signals; a minor administrative lapse in timely Form 4 filings (including Milton) was disclosed .
Citations:
About/roles/age: . Spin-off context: . MIC structure/targets: . LTI terms and NOI hurdles: . Hedging/clawback: . Section 16 late filings: . TSR table: . Revenues/EBITDA: (revenues); EBITDA from S&P Global.