Jeffrey B. Carter
About Jeffrey B. Carter
Jeffrey B. Carter is President and Chief Investment Officer (CIO) of Franklin Street Properties (FSP). He is part of the Named Executive Officer (NEO) team and is the son of CEO George J. Carter . Under the current strategy, management executed approximately $100 million of property dispositions and repaid about $155 million of debt in 2024, reducing net debt to ~$207.6 million from ~$277.1 million year over year, and since late 2020 has completed about $1.1 billion of sales resulting in an approximately 75% reduction in corporate indebtedness, supporting the Company’s deleveraging and asset value realization agenda . FSP’s pay-versus-performance disclosure highlights TSR pressure in 2024 (value of initial $100 at $28.18) alongside negative net income for 2024, framing the challenging sector backdrop in which Carter operates .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $292,918 | $304,569 | $313,866 |
| 401(k) Match | $6,000 | $6,000 | $6,000 |
Notes:
- FSP offers a simple pay mix: base salary, discretionary cash bonus, 401(k) match, and change-in-control program eligibility; no employment agreements .
- CEO-only stock ownership policy (6x base salary); there is no company-wide executive ownership requirement beyond the CEO .
Performance Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual Cash Bonus ($) | $406,941 | $401,900 | $321,520 |
Program design and drivers:
- Discretionary annual bonus (no preset formula/weights). Committee considers net debt, debt repaid, gross proceeds from dispositions, leasing, FFO, TSR, and estimated NAV; no metric weightings are disclosed .
- 2024 bonuses for executives other than the CEO were approximately 20% lower versus 2023, reflecting stock performance, level of dispositions, debt repaid and leasing, and a drive to reduce G&A .
- No equity awards (no RSUs/PSUs/options) were granted to executives in 2024; FSP has not granted executive stock under its plan since exchange listing in 2005 .
Equity Ownership & Alignment
| Ownership detail | 2023 | 2025 |
|---|---|---|
| Beneficial Shares Owned | 21,205 | 39,705 |
| Ownership % of Outstanding | <1% (asterisked in filing) | <1% (asterisked in filing) |
| Stock Options Outstanding (Company-wide) | None outstanding | None outstanding |
Additional alignment considerations:
- Anti-hedging policy prohibits short sales and derivative hedges (puts/calls) by officers/directors/employees and certain related parties .
- FSP discloses when shares are pledged; no pledge disclosure is provided for Jeffrey B. Carter (his footnote indicates joint holdings with spouse, not pledges) .
- Executive stock ownership requirement applies only to the CEO; FSP states it does not require other employees to own stock .
Employment Terms
- Employment agreements: None for executive officers (employment is at-will) .
- Severance: No severance absent a change-in-control (CIC) .
- Change-in-control program (single-trigger cash): Upon CIC closing, executives receive a lump sum equal to 3x base salary plus 3x base salary “bonus opportunity” (paid within 30 days of CIC closing). A discretionary pool up to 1% of market cap may be established but was unavailable at 12/31/2024 due to retention payouts exceeding 1% of market cap .
- Indicative CIC cash payout (12/31/2024): Jeffrey B. Carter = $1,883,196 .
- CEO does not participate in the retention agreement component .
- Clawback: Policy adopted, compliant with NYSE American listing standards .
- Anti-hedging: No short sales or puts/calls permitted .
- Tax gross-ups: Not disclosed; payouts subject to possible reduction after tax consequences are determined .
Performance & Track Record
- Dispositions: ~$100 million of property sales in 2024; since launching the program in late 2020, ~$1.1 billion sold at an average ~$211 per sq. ft., primarily used to reduce debt .
- Deleveraging: ~75% reduction in corporate indebtedness since late 2020; 2024 debt repayment ~$155 million; net debt fell to ~$207.6 million at 12/31/2024 from ~$277.1 million at 12/31/2023 .
- Market context: Office sales environment challenged with distressed pricing and constrained capital; management sees signs of stabilization and potential improvement in 2025, watching liquidity, rates, return-to-office, and leasing .
Compensation Structure Analysis
- Cash-heavy pay mix with discretionary bonuses tied to subjective assessment of deleveraging, dispositions, and leasing progress; no formal metric weightings or equity incentives, which simplifies compensation but limits explicit pay-for-performance calibration to hard targets .
- Committee trimmed 2024 bonuses (~20% down) to reflect adverse sector/stock impacts and reduce G&A, signaling sensitivity to shareholder experience and cost discipline .
- Equity incentives: None granted to executives since 2005; no options outstanding company-wide, avoiding repricing risk and reducing forced selling from vesting overhangs .
- Potential sale incentives: Single-trigger CIC cash payments may incentivize transaction support at the time of a change-in-control .
Related Party Transactions (Governance)
- Family relationship: Jeffrey B. Carter (President & CIO) and Scott H. Carter (EVP, General Counsel & Secretary) are sons of CEO George J. Carter; their compensation is reported in the NEO tables and reviewed under the Audit Committee’s related person transaction policy framework .
Say‑on‑Pay & Shareholder Feedback
- Recent say‑on‑pay support strong: the prior two years’ proposals were approved by over 93% of votes cast; the committee cites this support in maintaining a simple, transparent program .
Investment Implications
- Alignment and selling pressure: With no equity awards or options, there is minimal vesting-related selling overhang; Jeffrey’s direct ownership is modest (<1%), and there is no executive ownership requirement beyond the CEO, which tempers “skin‑in‑the‑game” alignment for non‑CEO executives .
- Deal incentives: Single‑trigger CIC cash benefits (3x salary + 3x salary “bonus opportunity”) create meaningful personal economics upon a sale, aligning management to consider strategic alternatives but raising standard governance questions vs. double‑trigger structures .
- Execution focus: Management’s multi‑year deleveraging and asset disposition results (net debt down; ~$1.1B sales; ~75% debt reduction) are tangible positives that may improve strategic flexibility for value realization as office fundamentals and liquidity stabilize .
- Governance optics: The family relationships in top roles are disclosed and managed under related party policies; strong say‑on‑pay outcomes and a compliant clawback mitigate some governance risk perceptions .