Andrew C. Richardson

About Andrew C. Richardson

Andrew C. Richardson, 58, is Chairman of the Board and Chair of the Audit Committee at Alpine Income Property Trust (PINE). He has served as a director since November 2019 and is deemed independent under NYSE standards; the Board’s governance policy requires the Chairman to be an independent director, a role Richardson currently holds . The Board has identified him as an “audit committee financial expert,” reflecting deep finance and public-company experience .

Past Roles

External Roles

Board Governance

• Structure: Chairman must be independent; Richardson serves as independent Chairman .
• Independence: Four of five directors are independent (80% of Board) .
• Executive Sessions: Board meets in executive session at least quarterly without management, led by the Chairman (or most senior independent director if absent) .
• Attendance: In 2024, Board held 6 regular and 5 additional meetings; all then-current directors attended more than 75% of Board and committee meetings; all six directors attended the May 22, 2024 annual meeting .

Fixed Compensation

Performance Compensation

The Compensation Committee may adopt equity-based awards and has broad discretion over plan administration; awards are generally subject to time-based vesting for alignment and retention, not performance hurdles; no equity awards were granted to the Manager/affiliates in 2024 .

Other Directorships & Interlocks

• Interlocks/Related-party exposure: PINE is externally managed by Alpine Income Property Manager, LLC (wholly owned by CTO), which owns ~15% of PINE (including OP Units) and receives a 1.5% annual base management fee; Audit Committee oversees independence and fees; Richardson, as Audit Chair, is positioned to monitor this relationship .

Expertise & Qualifications

Equity Ownership

• Director stock ownership guidelines: Effective Jan 1, 2025, non-employee directors must hold PINE stock with fair market value at least 5x the annual equity compensation ($70,000) and not less than 5,000 shares; compliance is measured annually, with specified timelines for new and earlier-appointed directors .
• Anti-hedging/anti-pledging: Directors are prohibited from hedging and pledging PINE stock, supporting alignment with shareholders .

Insider Trades (Form 4) – Andrew C. Richardson (2024–2025)

Governance Assessment

• Board effectiveness and independence: Richardson’s role as independent Chairman and Audit Chair, with “audit committee financial expert” designation, supports robust oversight of external management and financial reporting .
• Engagement: Board and committees met regularly in 2024; directors exceeded 75% attendance thresholds; annual meeting attendance was full, signaling strong engagement norms .
• Shareholder sentiment: 2025 director elections showed strong support for Richardson (For: 9,348,778; Against: 62,150; Abstain: 12,072); say-on-pay passed; shareholders prefer annual say-on-pay frequency .
• Conflicts and related-party exposure (watch items):
  • External manager CTO receives a 1.5% annual base management fee (~$4.2M in 2024); CTO owns ~15% including OP Units; exclusivity/ROFO agreement governs property pipeline; revenue sharing with CTO on a Portfolio Loan; tax protection agreement in place—these related-party structures require vigilant Audit and Governance oversight .
  • Anti-hedging/anti-pledging and director ownership guidelines enhance alignment; Richardson’s beneficial ownership exceeds the 5,000-share minimum; compliance with the 5x equity-comp value standard is measured annually and not disclosed .
• RED FLAGS: None directly tied to Richardson disclosed (no pledging; no loans; no family relationships). Structural conflicts stem from external management, CTO ownership/incentives, and ROFO/tax protection mechanics; continued independence and rigorous committee oversight are key mitigants .

Director Compensation Committee Analysis

Say-on-Pay & Shareholder Feedback

Related Party Transactions (Context for Board Oversight)

• Management Agreement: External manager (CTO subsidiary) receives 0.375% per quarter of “total equity” (1.5% annually); ~$4.2M base fees in 2024; no incentive fees earned .
• Exclusivity & ROFO: CTO must first offer single-tenant net lease opportunities; PINE acquired Oceanside (NY) property via ROFO in 2022 .
• Revenue Sharing: PINE receives a share of fees tied to CTO’s asset management of a 41-asset portfolio; ~$0.5M recognized in 2024 .
• Tax Protection: Indemnification up to ~$3.1M if taxable disposal of specified contributed properties within 10 years (certain exceptions, 1031 exchanges apply); replacement properties remain protected .
• Indemnification/Exculpation: Customary indemnification agreements and charter limitation of liability; D&O insurance maintained .

Equity Ownership & Alignment

• Beneficial ownership: 16,743 shares (<1%); includes 2,000 restricted shares from IPO-era grants .
• Ownership guidelines: 5x annual equity compensation value and ≥5,000 shares minimum; compliance measured annually; not disclosed per-director .
• Hedging/Pledging: Prohibited, reinforcing alignment .

Employment & Contracts (Director)

• Indemnification agreements and charter exculpation; D&O insurance coverage and tail policy commitments upon changes in control .
• No employment contract for directors disclosed; standard director compensation policy applies .

Performance & Track Record (Board-Level Signals)

• Audit Committee report confirms independence and oversight of auditors; appointment of Grant Thornton ratified by shareholders .
• 2025 Board composition refreshed with an additional independent director (Wadleigh) after 2024 retirements; governance committee led the search process .

Governance Summary

• Strengths: Independent Chairman, Audit Chair financial expert, high meeting cadence and attendance, robust anti-hedging/pledging and ownership guidelines .
• Watch items: External management and CTO-related agreements (fees, ROFO, revenue sharing, tax protections) create structural conflicts; continued strong independent oversight—especially by Audit and Governance Committees—remains essential .
• Shareholder support: Strong director election results and annual say-on-pay preference; say-on-pay approval evidences acceptable investor sentiment toward governance/comp constructs .