Daniel E. Smith
About Daniel E. Smith
Daniel E. Smith is Senior Vice President, General Counsel & Corporate Secretary of Alpine Income Property Trust (PINE), serving since the company’s formation in August 2019, and concurrently holds the same role at CTO Realty Growth, the parent of PINE’s external manager (age 59) . He previously served as Vice President–Hospitality and Vice President & Associate General Counsel at Goldman Sachs, and spent ten years at Crescent Real Estate Equities, finishing as Senior Vice President & General Counsel . PINE is externally managed and does not disclose executive pay at the company level; operationally, FY2024 revenue was $46.0M vs. $45.2M in FY2022, and EBITDA was $36.7M vs. $33.6M over the same period (see table) [GetFinancials: S&P Global]*. PINE’s “pay-versus-performance” disclosure is not included due to external management, and no company-level executive compensation is set or paid by PINE .
Operational performance (context):
- PINE FY2024 revenue: $46.005M; FY2023: $44.967M; FY2022: $45.191M .
- PINE FY2024 EBITDA: $36.742M; FY2023: $32.046M; FY2022: $33.644M [GetFinancials: S&P Global]*.
- PINE FY2024 Net Income: $2.066M; FY2023: $2.917M; FY2022: $29.72M .
| Metric ($USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue | $45.191M | $44.967M | $46.005M |
| EBITDA | $33.644M* | $32.046M* | $36.742M* |
| Net Income | $29.720M | $2.917M | $2.066M |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Alpine Income Property Trust (PINE) | SVP, General Counsel & Corporate Secretary | Aug 2019–present | Founding legal head for externally managed REIT; corporate governance, SEC, transactions . |
| CTO Realty Growth (CTO) | SVP, General Counsel & Corporate Secretary | Oct 2014–present | Oversees legal for external manager; leads governance and capital markets documentation . |
| Goldman Sachs & Co. | VP–Hospitality; VP & Associate General Counsel | — | Legal leadership across hospitality investments and corporate matters . |
| Crescent Real Estate Equities (NYSE REIT) | Senior Vice President & General Counsel (after multiple roles) | ~10 years | Led public REIT legal function; transactions/governance . |
Fixed Compensation
PINE is externally managed; executives (including Daniel Smith) receive no cash compensation from PINE. Compensation is determined and paid by CTO/Manager, and PINE does not reimburse executive wages, salaries, or benefits .
| Component | 2024 Disclosure at PINE | Notes |
|---|---|---|
| Base salary | Not disclosed (paid by CTO/Manager) | PINE does not set/approve exec salary. |
| Target bonus % | Not disclosed (paid by CTO/Manager) | — |
| Actual bonus | Not disclosed (paid by CTO/Manager) | — |
| Benefits/Perqs | Not disclosed at PINE | — |
Performance Compensation
PINE’s management agreement compensates the external Manager via a quarterly base fee and a performance-based incentive fee tied to shareholder returns, not to PINE-level executive targets. No incentive fee was earned for 2024 .
| Incentive | Metric | Target/Hurdle | 2024 Outcome | Vesting/Other Terms |
|---|---|---|---|---|
| Manager incentive fee | Total Shareholder Return (TSR) | 8% cumulative annual hurdle, subject to a high-water mark price | No incentive fee incurred for 2024 | Paid to Manager; aligns with stockholder returns . |
| Equity awards (Individual/Manager plans) | Time/performance equity | Discretionary | No awards to Manager or its employees in 2024 | Plans in place; Comp Comm discretion . |
PINE did not adopt a formal equity incentive program for 2025 as of the proxy filing; grants, if any, to be considered based on goals and performance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Daniel E. Smith) | 7,300 shares as of March 21, 2024; includes 2,500 shares with shared voting/investment power with spouse . |
| Ownership % | Less than 1% (individual) . |
| Vested vs. unvested | Not disclosed at PINE; company has no executive options/SARs outstanding and historically has not granted them . |
| Pledging/Hedging | Prohibited for directors, officers, and employees (no margin/pledge or hedging instruments) . |
| Stock ownership guidelines | Defined for directors (not executives). Directors must hold ≥5x annual equity compensation or ≥5,000 shares; timeline to comply specified . |
Employment Terms
| Term | Status/Disclosure |
|---|---|
| Employment start date at PINE | August 2019 (formation); appointed annually by Board . |
| Contract term/expiration | Not applicable at PINE (externally managed; executives are CTO employees) . |
| Severance/Change-in-control | Not disclosed for executives (PINE does not determine/pay executive compensation) . |
| Clawback policy | Administered by Compensation Committee . |
| Indemnification | Standard Maryland-law-based indemnification agreements for directors/executive officers; advancement of expenses; D&O insurance maintained . |
| Non-compete/solicit/Garden leave | Not disclosed at PINE. |
| Anti-hedging/anti-pledging | Prohibited for directors, officers, employees . |
| Management Agreement context | Base fee 1.5% annual on “total equity” (0.375% quarterly); incentive fee tied to TSR; current term through Jan 31, 2026, auto-renewals thereafter . |
Governance, Say‑on‑Pay & Shareholder Feedback
- Say-on-pay (2025 meeting): Approved (For: 6,127,281; Against: 3,063,043; Abstain: 232,676) .
- Say-on-pay frequency (2025): Stockholders chose annual (1 year: 8,941,873; 2 years: 10,765; 3 years: 231,032; Abstain: 239,330); Board to hold annual votes .
- Stockholder engagement (Q1’25): Contacted top 25 institutions (>54% of outstanding excluding CTO); 16 responded (>44%); feedback positive or no need to engage .
Risk Indicators & Red Flags
- External management structure: Company-level executive compensation not disclosed; incentives occur via Manager fees (base + TSR-based incentive) .
- No incentive fee for 2024 (TSR not above hurdle/high-water) limits near-term “pay for performance” transfer to Manager .
- Anti-hedging/pledging policy reduces alignment risks from collateralization/hedging by insiders .
- Standard indemnification/D&O protections in place .
Additional Notes on Role Execution
- Corporate secretary/attorney-in-fact duties: Smith frequently signs SEC documents and powers of attorney for directors/officers (e.g., Form 3 for Director Brenna Wadleigh; Form 3 for Director Jeffrey S. Yarckin) .
- Transactional leadership: Regular signatory on key agreements (management agreement, registration rights, credit facility documents) .
Investment Implications
- Alignment: As an externally managed REIT, PINE’s executive pay visibility is low; alignment is mediated through the Manager’s TSR-linked incentive fee (not earned in 2024), anti-hedging/pledging policy, and modest direct insider holdings for Smith (7,300 shares as of 3/21/24) .
- Retention/continuity: Executives serve at Board’s pleasure and are CTO employees; stability is tied to the Management Agreement (term through Jan 31, 2026 with auto-renewals) rather than individual employment contracts .
- Insider selling pressure: No PINE equity grants to Manager employees in 2024 and small disclosed individual holdings point to limited scheduled vesting supply from executives; anti-pledging reduces forced selling risk .
- Governance and shareholder sentiment: 2025 say-on-pay passed and annual frequency adopted, suggesting acceptable investor sentiment toward the external management model at present .