Matthew C. McNulty
Chief Financial Officer and Treasurer at FRPH
Executive
About Matthew C. McNulty
Chief Financial Officer and Treasurer of FRP Holdings (principal financial officer). Joined FRP as CFO effective May 31, 2024, after serving as CFO and VP (2017–Dec 21, 2023) and COO (Oct 5, 2021–Dec 21, 2023) of Patriot Transportation; previously held multiple roles at FRP and Florida Rock Industries; formerly a Florida-licensed CPA (inactive). Age 51; education includes a B.S. in Accounting (Florida State University) and J.D. (University of Florida) . During 2024, FRP’s pay-versus-performance table shows net income of $6.385 million and cumulative TSR value of $134 for a fixed $100 investment (2021–2024 basis), contextualizing his first year in role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Patriot Transportation Holding, Inc. | CFO & VP; COO | CFO: Oct 1, 2017–Dec 21, 2023; COO: Oct 5, 2021–Dec 21, 2023 | Senior finance and operations leadership through Patriot’s sale in Dec 2023 |
| FRP Holdings (pre-2015 spin of Patriot) | Director of Southern Real Estate; Director of Corporate Development; VP of Administration | 2007–2015 (roles at FRP prior to Patriot spin) | Led corporate development and real estate roles before spin-off |
| Florida Rock Industries, Inc. | Director of Corporate Development | Prior to 2007 | Corporate development leadership at predecessor company |
External Roles
- No public company directorships or committee roles disclosed for McNulty in FRP’s filings reviewed .
Fixed Compensation
| Component | Details |
|---|---|
| 2024 Base Salary | Prorated base salary of $290,000 for 2024 (partial year) |
| 2024 Target Bonus (MIC Plan) | Opportunity to earn up to 60% of prorated base salary under FRP’s Management Incentive Compensation (MIC) Plan |
| Disclosure scope | FRP is a smaller reporting company; detailed SCT items for McNulty are limited to appointment 8-K terms (not listed as NEO in 2025 proxy SCT) |
Performance Compensation
Annual Cash Incentive (MIC Plan structure for 2024)
| Metric | Weighting | Threshold | Target | Maximum | Notes/Payout Mechanics |
|---|---|---|---|---|---|
| NOI+ (company-level) | 95% | $38,407,560 | $44,952,560 | $48,782,778 | Bonus pool funded 50–125% based on achieving thresholds; excess in one metric (up to 25%) can offset the other |
| FRP-owned sq. ft. leased | 5% | 0 | 8,842 | 20,766 | Same offset feature; controls-based gating also applies to awards |
| CFO eligibility | – | – | – | – | McNulty eligible up to 60% of prorated salary; individual payout for 2024 not disclosed |
Long-Term Equity (grants and vesting)
| Grant | Grant Value | Performance Period | Vesting Schedule | Performance Basis / Notes |
|---|---|---|---|---|
| Time-based restricted stock | $100,000 | – | Vests ratably over 4 years on grant anniversary | Standard time-vest RSU under Equity Incentive Plan |
| LTI restricted stock (cycle 2023–2024) | $75,000 (prorated) | Jan 1, 2023–Dec 31, 2024 | If threshold met, 25% on evaluation date (expected March 2025), then 25% on Dec 31 of 2025, 2026, 2027; continued service required | Subject to performance criteria; plan-level 2023 LTI target NOI $55,577,025; threshold $47,240,471; performance-shares framework (for NEOs) allows up to $50,000 additional restricted stock at 125% of target; accelerated vest on change-of-control per plan |
| LTI restricted stock (cycle 2024–2025) | $150,000 | Jan 1, 2024–Dec 31, 2025 | If threshold met, 25% on evaluation date (expected March 2026), then 25% on Dec 31 of 2026, 2027, 2028; continued service required | Subject to performance criteria; plan-level 2024 LTI target NOI $68,007,655; performance-share “top-up” structure for NEOs up to $50,000 at 125% target; accelerated vest on change-of-control per plan |
- Equity plan and vesting accelerators: FRP discloses that restricted stock vests are accelerated upon a “Change of Control” under the Equity Incentive Plan (applies to the LTI frameworks described) .
- Clawback: Incentive compensation (including equity) is subject to recoupment for material noncompliance leading to an accounting restatement (three completed fiscal years lookback) .
Equity Ownership & Alignment
- Beneficial ownership: McNulty is not listed among directors/director nominees/NEOs in the 2024 year-end beneficial ownership table; no individual ownership line disclosed in that table for the CFO .
- Hedging/short sales/options: Company policy prohibits directors/officers from short sales and from buying/selling exchange-traded options in FRP stock; pre-clearance required; the company reports no director/executive hedged FRP securities in 2024 .
- Pledging: No explicit pledging policy disclosure located in reviewed filings; no pledging by McNulty disclosed .
Employment Terms
| Item | Detail |
|---|---|
| Appointment effective date | May 31, 2024 (Board appointed May 8, 2024) |
| Title | Chief Financial Officer and Treasurer (principal financial officer) |
| Employment agreement / severance | No individual severance or change-in-control agreement for McNulty disclosed; the proxy specifically describes a double-trigger change-in-control agreement only for David H. deVilliers, Jr. |
| Certifications | Served as CFO signatory on Form 10-Q certifications in 2024–2025 |
Investment Implications
- Alignment and performance sensitivity: McNulty’s equity mix is meaningfully performance-based, tied to multi-year NOI targets in FRP’s JV portfolio, which aligns his incentives with value creation in development/stabilization cycles; time-based RSUs add retention glue across four years .
- Retention risk and selling pressure: The staged vesting cadence (evaluation dates expected March 2025 and March 2026; December 31 tranches through 2028) creates periodic liquidity windows that could add technical selling pressure, mitigated by FRP’s pre-clearance and trading policies; unvested equity increases retention .
- Governance and downside protections: The company maintains a restatement-driven clawback and bars hedging/short sales/options by insiders; no McNulty-specific severance or golden parachute disclosed—reducing potential change-in-control overhang but also lowering downside protection for the CFO compared with more common market practices .
- Early-tenure context: 2024 CAP/TSR data show modest TSR slippage (value of $100 investment at $134 in 2024 vs $137 in 2023) and net income of $6.385 million; McNulty’s incentives are keyed to NOI and leasing rather than GAAP earnings, consistent with FRP’s development-heavy model .
Overall: Pay design emphasizes at-risk, performance-contingent equity tied to NOI with multi-year horizons, which is shareholder-aligned and retention-supportive. Limited disclosure of any McNulty-specific severance/CoC protections implies less downside protection for the CFO and fewer parachute-related overhangs for investors. Controls on hedging and a formal clawback reduce governance risk; change-of-control acceleration remains a standard plan feature to monitor around corporate events .
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