M. Carson Good
About M. Carson Good
M. Carson Good, 63, has served as an independent director of Alpine Income Property Trust, Inc. (PINE) since November 2019. He is Chairman of the Nominating and Corporate Governance Committee and a member of the Compensation Committee, with a career spanning real estate investing, operations, and finance, including leading Good Capital Group since 1989 and senior roles at JLL and Trammell Crow. Good also holds civic governance roles, including the Greater Orlando Airport Authority Board (Chair 2020–2024) and the Florida State University System Board of Governors (appointed May 2024).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Good Capital Group | President | 1989–present | Private real estate investment; structures/provides capital; direct investments in Florida |
| Jones Lang LaSalle (JLL) | Managing Director | 2010–2019 | Senior leadership in real estate operations and finance |
| Trammell Crow Company | Senior Vice President | Prior to 2010 | Senior leadership; real estate operating, managing, financing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greater Orlando Airport Authority (GOAA) | Director; Chair of Board (prior) | Apr 2019–present; Chair 2020–2024 | Chairs Executive Airport Commission and Commercial Properties Committee |
| State University System of Florida | Board of Governors member | Appointed May 2024 | Governance of state university system |
Board Governance
- Independence: The Board determined four of five directors, including Good, are independent under NYSE standards.
- Committee assignments: Good chairs the Nominating & Corporate Governance Committee and serves on the Compensation Committee.
- Attendance: In 2024, the Board held 6 regular and 5 additional meetings; all directors attended >75% of Board and committee meetings.
- Executive sessions: Held at least quarterly without management; led by the independent Chairman or senior independent director.
- Committee activity: Compensation Committee (Good as member) oversees equity plans and clawback policy; Governance Committee (Good as chair) oversees Board composition, evaluations, independence, and executive officer appointments.
Fixed Compensation
| Component | 2024 | 2025 Policy Update | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $60,000 | $50,000 | Payable quarterly; directors can elect stock in lieu of cash |
| Chairman of the Board retainer | $18,000 | $30,000 | Applies to independent Chair of Board |
| Annual equity component (non-employee director) | None disclosed for 2024 | $70,000 in common stock | Added effective Jan 1, 2025 |
| Good – Fees earned (2024) | $59,963 | N/A (director-specific fees not yet disclosed for 2025) | Good elected stock in lieu of cash for first three quarters of 2024 |
| Good – Shares received in lieu of cash (2024) | 2,755 shares | N/A | Calculated using 20-day trailing average price each quarter |
| Other compensation (2024) | $0 for all directors listed | N/A | Expense reimbursements excluded |
Performance Compensation
| Party | Structure | Metric | Threshold/Mechanics |
|---|---|---|---|
| External Manager (Alpine Income Property Manager, LLC) | Annual incentive fee (if earned) | Total stockholder return (TSR) | Earned only if TSR exceeds an 8% cumulative annual hurdle rate, subject to a high-water mark; base mgmt fee 1.5% annual of “total equity” (0.375% per quarter); no incentive fee earned in FY 2024 (~$4.2M base fees) |
- Director equity awards (RSUs/PSUs/options) for 2024: No director-specific performance awards disclosed; directors could receive common stock in lieu of cash retainers.
- Clawback policy: The Compensation Committee administers the Company’s clawback policy.
Other Directorships & Interlocks
| Company/Body | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| GOAA | Governmental | Director; prior Chair | Airport operations oversight; no direct PINE conflict disclosed |
| State University System of Florida | Governmental | Board of Governors member | Education system governance; no PINE conflict disclosed |
| Public company directorships | Public | None disclosed for Good | No current public-company boards disclosed |
Expertise & Qualifications
- Real estate investment, operations, and financing expertise via Good Capital Group, JLL, and Trammell Crow.
- Public infrastructure governance experience (GOAA) and statewide academic system governance.
- Committee leadership: Governance Committee chair; Compensation Committee member.
- Education not disclosed; professional credentials emphasize real estate and governance roles.
Equity Ownership
| Holder | Restricted Stock | Other Shares Beneficially Owned | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| M. Carson Good | 2,000 | 15,492 | 17,492 | <1% |
- Ownership guidelines: As of Jan 1, 2025, directors must hold at least 5,000 shares and a fair market value equal to ≥5× annual equity compensation (excluding cash/Chair retainer); compliance measured annually.
- Hedging/pledging: Directors are prohibited from hedging or pledging Company stock; margin purchases also prohibited.
- Options/RSUs: No options outstanding or exercisable within 60 days; restricted stock relates to initial independent director grants at IPO for certain directors.
Related-Party Transactions (Context for Governance Oversight)
- External management: CTO-owned Manager runs day-to-day operations; base fee 1.5% of total equity annually; no incentive fee in 2024 ($4.2M base fees; ~$144k expenses reimbursed).
- CTO ownership: CTO beneficially owns ~15.0% including OP Units; waiver permitting up to 11% common shares in the charter; OP Units redeemable one-for-one for common stock.
- Exclusivity & ROFO: CTO must offer single-tenant net lease acquisition opportunities to PINE first; notice delivered to Governance Committee chair (Good’s role), with defined exceptions; PINE exercised ROFO in Jan 2022 (Oceanside, NY, $6.9M).
- Revenue Sharing: PINE and CTO revenue-sharing agreement tied to a portfolio loan (fees related to single-tenant properties); PINE recognized ~$0.5M in 2024.
- Tax Protection: Indemnity to CTO/Indigo for built-in gains on contributed properties if sold in taxable transactions within 10 years (estimated protected gain ~$9.1M; potential payments up to ~$3.1M), with 1031 exceptions applied to replacement assets.
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Say-on-Pay (Exec Comp) | 6,127,281 | 3,063,043 | 232,676 | 2,444,323 |
- Frequency vote: Annual (1-year) received 8,941,873 votes vs. 231,032 for 3-years; Board will hold annual votes.
- Director elections: Good re-elected with 9,031,386 “For”; low opposition (380,130).
Governance Assessment
- Strengths
- Independent director with deep real estate and governance experience; chairs Governance Committee ensuring Board composition, independence, and evaluations.
- Enhanced alignment: 2025 policy adds $70,000 annual equity; directors can receive stock for retainers; robust anti-hedging/anti-pledging policy; formal ownership guidelines with minimum 5,000 shares.
- Engagement and attendance: Directors exceeded 75% attendance; executive sessions quarterly; Board outreach to top investors in 2025 yielded positive feedback/no need to engage from many.
- Potential Red Flags / Watch Items
- External manager and significant shareholder (CTO) create structural conflicts; incentives include TSR-based fee; oversight requires vigilant Governance/Audit monitoring.
- ROFO/exclusivity routes deals via Governance Committee chair (Good), requiring consistent demonstration that terms are arm’s length and aligned with public shareholders.
- Tax protection and OP unit structures add complexity; careful disclosure and Board oversight needed on dispositions and redemptions.
- Investor sentiment: Say-on-Pay passed with a solid margin; director re-elections, including Good, showed strong support, indicating confidence in governance.
Overall, Good’s committee leadership and independent status are positives for Board effectiveness; monitoring the external management/CTO relationships and ROFO process remains a key governance focus to mitigate conflicts and maintain investor confidence.