John S. Surface
Director at FRPH
Board
About John S. Surface
John S. Surface, age 53, has served as an independent director of FRP Holdings since April 1, 2022 and is Chair of the Audit Committee; he is the Chief Executive Officer of Covius Services and a director of Covius Holdings, Inc. . He previously spent 18 years at EverBank Financial Corp as Senior Executive Vice President leading corporate strategy, capital raising, M&A, and new growth initiatives . He holds a B.S. in Business Management (magna cum laude, Phi Beta Kappa) from Washington & Lee University and an MBA from Harvard Business School, and has board-level experience across civic and educational organizations, supporting his designation as an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EverBank Financial Corp | Senior Executive Vice President (strategy, capital raising, M&A, growth) | 18-year tenure (prior to Covius) | Led corporate strategy and capital markets initiatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Covius Services | Chief Executive Officer | Current | Operating executive, mortgage/financial services exposure |
| Covius Holdings, Inc. | Board of Directors | Current | Corporate governance at parent-level entity |
| The Bolles School | Board of Trustees | Current | Education governance |
| Jacksonville Symphony Orchestra | Board of Directors | Former | Civic/cultural leadership |
| Habijax | Board of Directors | Former | Community development |
| LISC Jacksonville | Board of Directors | Former | Community investment |
| Jacksonville Museum of Science & History | Board of Directors | Former | Civic/education |
| Williams School Board of Advisors (W&L) | Advisory Board Member | Former | Academic advisory capacity |
Board Governance
| Committee | Assignment | Chair? |
|---|---|---|
| Audit | Member | Yes (Chair) |
| Compensation | Member | No |
| Governance | Member | No |
- Independence: FRP determined that five of nine directors, including John S. Surface, are independent under NASDAQ rules; all members of the Audit, Compensation, and Governance Committees are independent .
- Attendance: In 2024, the Board met five times; Audit met four; Compensation met two; Governance met one—and all directors attended all Board and committee meetings on which they served; all directors attended the annual shareholders meeting .
- Lead Independent Director: Matthew S. McAfee serves as Lead Independent Director; independent directors met in executive session after all Board meetings and held five executive sessions in 2024 .
- Audit Committee responsibilities: oversight of financial reporting, auditor independence, earnings releases, internal controls, risk management including cybersecurity, and related-party transaction approvals; Surface is designated as an “audit committee financial expert” by the Board .
- Section 16 compliance: The company believes all insiders filed Section 16(a) reports on a timely basis in 2024 .
- Hedging policy: Directors and officers are prohibited from short sales and buying/selling puts/calls/options; no directors or officers hedged FRP securities in 2024 .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $37,500 | $44,000 |
| Total cash ($) | $37,500 | $44,000 |
| Cash Fee Schedule (Non-Employee Directors) | Amount ($) |
|---|---|
| Annual Retainer | $20,000 |
| Attendance Fee for Board Meetings | $2,000 per meeting |
| Audit Committee – Chair | $10,000 annual; $1,500 per additional meeting (beyond the four regular) |
| Audit Committee – Member | $5,000 annual; $1,000 per additional meeting |
| Compensation Committee – Chair | $5,000 annual; $1,500 per meeting |
| Compensation Committee – Member | $1,000 annual; $1,000 per meeting |
| Other Committees (e.g., Governance) – Chair | $2,000 annual; $1,500 per meeting |
| Other Committees – Member | $1,000 annual; $1,000 per meeting |
Performance Compensation
| Equity Grant | Grant Date | Shares Granted | Grant-Price Basis | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Annual Director Stock Grant | May 10, 2023 | 1,730 | Closing price $57.80 on grant date | $99,994 |
| Annual Director Stock Grant | May 8, 2024 | 3,226 | Closing price $31.00 on grant date | $100,006 |
- Structure: FRP provides annual equity to non-employee directors in the form of Company common stock under the 2016 Equity Incentive Plan; the 2024 grant was 3,226 shares valued at the May 8, 2024 close, and the 2023 grant was 1,730 shares valued at the May 10, 2023 close .
- Options/PSUs: No director stock options or performance share units for non-employee directors are disclosed; equity is delivered as common stock grants under the plan .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company directorships | None disclosed for Surface in FRP’s proxy biography . |
| Private/company roles | CEO, Covius Services; Board member, Covius Holdings, Inc. . |
| Shared directorships/conflicts | Compensation Committee members (including Surface) had no relationships requiring related-party disclosure in 2024; Audit Committee reviews and approves related-person transactions per charter . |
Expertise & Qualifications
- Strategy and capital markets: Led corporate strategy, capital raising, and M&A at EverBank; currently CEO of Covius Services, adding operating and financial-services depth .
- Financial expertise: Board determined Surface qualifies as an “audit committee financial expert” under SEC regulations .
- Education: B.S. in Business Management (magna cum laude, Phi Beta Kappa), Washington & Lee University; MBA, Harvard Business School .
- Community/civic governance: Board roles across education and civic organizations (Bolles School, Jacksonville Symphony, Habijax, LISC Jacksonville, MOSH), supporting stakeholder engagement .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Class |
|---|---|---|
| John S. Surface | 9,278 | <1% |
- Nature of ownership: Unless otherwise indicated, directors hold and have sole voting/investment power over reported shares .
- Hedging/derivatives: FRP prohibits short sales and buying/selling options; no directors or officers hedged FRP stock in 2024 .
- Section 16(a) compliance: All insiders filed required ownership reports timely in 2024, per company review .
- Pledging: No pledging disclosures for Surface were noted; FRP emphasizes arm’s-length dealings and conflict-of-interest controls via its Code of Business Conduct and Ethics .
Governance Assessment
- Board effectiveness: Surface strengthens FRP’s oversight as Audit Chair and SEC-designated financial expert, with full attendance across Board and committee meetings in 2024—supporting reliable financial reporting and risk oversight, including cybersecurity .
- Independence and engagement: He is one of five independent directors; independent directors met in executive session after every Board meeting, with five sessions in 2024, indicating robust independent oversight; Lead Independent Director structure further supports governance .
- Pay alignment: Director pay mix is balanced—modest cash with equity in FRP common stock ($44,000 cash; $100,006 equity in 2024)—aligning director incentives with shareholders and avoiding derivatives or short-term risk-taking .
- Conflicts/related-party exposure: No compensation committee relationships requiring disclosure; Audit Committee charter mandates pre-approval and disclosure oversight for related-person transactions, mitigating conflict risk .
- Signals for investors: Consistent attendance, clear committee responsibilities, strong financial expertise, and equity-based director compensation enhance investor confidence; no hedging and timely insider reporting further support governance quality .
RED FLAGS: None specifically disclosed for Surface (no related-party transactions requiring disclosure; no hedging; no delinquent filings) . Potential structural consideration: concentrated insider/family ownership at FRP (e.g., Baker-related holdings) shapes the governance environment, though Surface is independent and serves as Audit Chair .