Martin E. Stein, Jr.
Director at FRPH
Board
About Martin E. “Hap” Stein, Jr.
Independent director of FRP Holdings since 1992; age 72. Former CEO of Regency Centers Corporation from its 1993 IPO through 2019, Chairman from 1999–2019, and appointed Executive Chairman in 2020; prior director of Washington and Lee University . Serves on FRP’s board alongside nine directors, with annual elections and no poison pill; independent directors met in executive session five times in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Regency Centers Corporation | Chief Executive Officer | 1993–2019 | Led REIT through public company expansion; proven public company leadership |
| Regency Centers Corporation | Chairman of the Board | 1999–2019 | Board leadership at large-cap REIT |
| Washington and Lee University | Director | Not disclosed | Governance experience in academic institution |
External Roles
| Organization | Current Role | Since | Notes |
|---|---|---|---|
| Regency Centers Corporation | Executive Chairman | 2020 | Appointed Executive Chairman in 2020 |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Governance Committee .
- Independence: Determined independent under NASDAQ standards; one of five independent directors (of nine) .
- Attendance: FRP Board held 5 meetings, Audit 4, Compensation 2, Governance 1 in 2024; all directors attended all Board and committee meetings on which they served .
- Board leadership: Chairman is John D. Baker II; Lead Independent Director is Matthew S. McAfee, who presided over five independent director executive sessions in 2024 .
- Audit Committee oversight includes related-party transaction review and cybersecurity risk oversight (Stein is not a member of Audit) .
Fixed Compensation (Director)
| Metric | FY 2024 | Notes |
|---|---|---|
| Cash Fees | $39,083 | Comprised of annual retainer, Board meeting fees, and committee chair/member fees per schedule |
| Equity (grant-date fair value) | $100,006 | Award of 3,226 shares on May 8, 2024; valued at $31.00 (Nasdaq close) under FASB Topic 718 |
| Total Director Compensation | $139,089 | Cash + equity for 2024 |
Fee schedule reference for context (applies to all non-employee directors): Annual retainer $20,000; Board meeting fee $2,000; Compensation Committee Chair $5,000 annually (+ meeting fees); Governance Committee member $1,000 annually (+ meeting fees); Audit Committee fees as listed (Stein not on Audit) .
Performance Compensation (Director)
| Element | FY 2024 | Performance Metric | Vesting/Terms |
|---|---|---|---|
| Annual Equity Grant | 3,226 shares; $100,006 fair value | None disclosed for directors | Granted May 8, 2024 under 2016 Equity Incentive Plan; vesting terms not specified for directors |
FRP’s disclosed performance metrics (NOI, leased square feet) apply to executive bonuses and LTI, not to non-employee director pay; no director performance-contingent elements are disclosed –.
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Regency Centers Corporation | Executive Chairman (appointed 2020) | No FRP-related transactions or interlocks disclosed; none noted in proxy |
- No related-party transactions involving Stein are disclosed; Audit Committee reviews and approves any related-person transactions required to be disclosed .
Expertise & Qualifications
- Extensive commercial real estate expertise and public company leadership (CEO, Chairman, Executive Chairman at Regency Centers) .
- Independent governance experience; currently chairs FRP’s Compensation Committee and serves on Governance Committee .
- Contributes to oversight of compensation philosophy and governance policies (committee remits described) .
Equity Ownership
| Holder | Shares | Ownership % | Detail/Structure |
|---|---|---|---|
| Martin E. Stein, Jr. (beneficial) | 380,199 | 2.0% | 138,399 shares held directly; 241,800 shares via The Regency Group II (shared voting/investment power); Stein owns 16.175% partnership interest in The Regency Group II |
| Hedging/Pledging | Not disclosed | — | Hedging/short sales/options prohibited for directors; no hedging occurred in 2024 |
Governance Assessment
- Strengths: Independent status; 100% attendance; chairs Compensation Committee; meaningful equity stake (2.0%) aligning incentives; board practices include annual elections and active executive sessions; prohibition on hedging/short sales supports alignment .
- Potential risks/considerations: Significant external time commitment as Executive Chairman of Regency Centers (a large REIT); monitor for overboarding/time constraints though no attendance shortfalls are disclosed . FRP’s broader board includes family relationships among Bakers and Wetherbee, but Stein is independent; no Stein-specific related-party exposure is disclosed .
- Compensation mix for Stein emphasizes equity ($100,006 stock vs. $39,083 cash in 2024), a positive signal for long-term alignment; absence of performance-contingent director pay is typical but reduces direct pay-for-performance linkage at the director level .