Philip R. Mays
Senior Vice President, Chief Financial Officer and Treasurer at Alpine Income Property Trust
Executive
About Philip R. Mays
Philip R. Mays, age 57, is Senior Vice President, Chief Financial Officer and Treasurer of Alpine Income Property Trust (PINE) since June 17, 2024; he concurrently serves as CFO and Treasurer of CTO Realty Growth, Inc., PINE’s external manager . He holds a B.S. in Accounting and Finance from Jacksonville University and is a member of the AICPA . Prior roles include CFO at Shadowbox Studios (2021–Feb 2024), CFO & EVP at Cedar Realty Trust (2011–2021), Chief Accounting Officer & VP Finance at Federal Realty (2005–2011), and Senior Manager at Ernst & Young . Under his tenure, PINE’s 2024 revenue increased versus 2023, though PINE’s external management structure means executive cash compensation is set and paid by CTO, not by PINE .
PINE Performance Context (Reported)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Revenues ($000s) | $45,191 | $45,644 | $52,227 |
| Net Income Attributable to PINE ($000s) | $29,720 | $2,917 | $2,066 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shadowbox Studios | Chief Financial Officer | Sep 2021–Feb 2024 | Senior finance leadership for soundstage developer |
| Cedar Realty Trust (NYSE: CDR) | CFO & EVP | 2011–2021 | Led finance through strategic alternatives and pre‑sale period |
| Federal Realty Investment Trust (NYSE: FRT) | Chief Accounting Officer & VP Finance | 2005–2011 | Public REIT accounting and finance leadership |
| Ernst & Young LLP | Senior Manager (Audit) | ~7 years (prior to 2005) | Supervised audits; assisted public REITs in real estate, construction, hospitality |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| CTO Realty Growth, Inc. (NYSE: CTO) | SVP, CFO & Treasurer | Since Jun 2024 | Dual‑hat CFO of PINE’s external manager |
| Professional | AICPA Member | N/A | Professional credential |
Fixed Compensation
- PINE is externally managed; executive officers (including CFO) do not receive cash compensation from PINE. Cash compensation is paid by CTO; PINE does not determine or reimburse executive salaries/bonuses .
- PINE pays its Manager a base fee equal to 0.375% per quarter (1.5% annually) of “total equity,” and incentive fees tied to total stockholder return above an 8% cumulative annual hurdle rate (subject to a high‑water mark) . Fees incurred under the Management Agreement totaled approximately $4.2 million in FY 2024 .
| Component | Payer | Structure | Notes |
|---|---|---|---|
| Base Salary | CTO (not PINE) | Not disclosed by PINE | Executives are CTO employees; PINE does not reimburse wages/benefits |
| Annual Bonus | CTO (not PINE) | Not disclosed by PINE | Determined by CTO; not set by PINE |
| PINE Manager Base Fee | PINE to Manager | 1.5% annual of “total equity” | Paid quarterly in arrears |
| PINE Manager Incentive Fee | PINE to Manager | TSR > 8% cumulative hurdle | High‑water mark applies |
Performance Compensation
- PINE did not grant equity awards in 2024 under its equity plans to the Manager or its employees (i.e., no RSUs/PSUs/options attributable to Mays from PINE for 2024) .
- The Compensation Committee has broad discretion to grant equity in the future and may condition vesting on performance goals; as of year‑end 2024, 597,867 shares remained available under PINE’s equity plans .
| Metric/Vehicle | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Manager Incentive Fee (TSR‑based) | N/A | PINE cumulative TSR > 8% | If achieved, incentive fee payable to Manager; none earned in 2024 | Not applicable to individual CFO; applies to Manager |
| PINE Equity Grants to Manager Personnel | N/A | Determined by Comp Committee | None granted in 2024 | Time‑based (if granted) per plan discretion |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (Mays) | 0 shares as of March 20, 2025 |
| Ownership % of outstanding | <1% (zero reported) |
| Options (exercisable/unexercisable) | None outstanding company‑wide; no options/SARs granted in 2024 |
| Vested vs unvested | Not applicable (no PINE holdings disclosed) |
| Shares pledged as collateral | Prohibited by company policy for directors, officers and employees of PINE/Manager/CTO |
| Hedging | Prohibited for directors, officers and employees of PINE/Manager/CTO |
| Ownership guidelines | Director stock ownership guidelines (not executive‑specific) require minimum holdings; updated 2025 |
Insider activity: As of the proxy’s record date, Mays reported no beneficial PINE ownership . Third‑party tracking shows no insider transactions by Mays at PINE over the past 18 months, though this is external data and should be corroborated via EDGAR monitoring .
Employment Terms
| Term | Detail |
|---|---|
| Employment start at PINE | Appointed CFO effective June 17, 2024 |
| Role tenure | Principal Financial Officer; signs SEC filings (e.g., 8‑Ks, 10‑Qs, 8‑A12B) |
| Contract structure | Externally managed; executives are CTO employees; PINE does not have or disclose CFO employment contract terms (severance/CoC) |
| Management Agreement | Amended July 18, 2024; current term to Jan 31, 2026 with automatic one‑year renewals; fees as described above |
| Indemnification & D&O | Customary indemnification agreements; charter limits liability to fullest extent; tail D&O policy for six years post‑service in change‑of‑control |
Additional Governance and Signals
- Anti‑hedging/anti‑pledging policy applies to officers and Manager/CTO employees supporting PINE .
- Say‑on‑pay: Board recommends approval of executive compensation (noting external management), and annual vote frequency .
- Risk factor disclosure highlights PINE’s reliance on CTO executives including Mays, reflecting retention/execution risk tied to Manager personnel .
Investment Implications
- Alignment: Mays reported zero PINE share ownership as of March 20, 2025; anti‑hedging/pledging policies are positives, but lack of direct equity ownership and externally managed cash compensation reduce pay‑for‑performance alignment at the PINE entity level .
- Incentive levers: The Manager’s incentive fee is tied to PINE TSR (>8% hurdle), offering an indirect performance linkage; no PINE equity awards were granted to Manager personnel in 2024, limiting near‑term vesting/selling pressure .
- Retention/execution risk: PINE explicitly depends on CTO personnel (including Mays) for operations; dual‑hat CFO role and manager contract auto‑renew structure concentrate key‑person risk in CTO’s ability to retain and deploy talent .
- Trading/flow signals: No disclosed Mays Form 4 transactions at PINE and zero beneficial ownership reduce near‑term insider selling pressure; continue to monitor EDGAR for updates and quarter‑end certifications/8‑K signatures by Mays .
Citations:
**[1786117_0001104659-25-033045_tm252574-4_def14a.htm:19]** **[1786117_0001104659-25-033045_tm252574-4_def14a.htm:20]** **[1786117_0001104659-25-033045_tm252574-4_def14a.htm:21]** **[1786117_0001104659-25-033045_tm252574-4_def14a.htm:22]** **[1786117_0001104659-25-033045_tm252574-4_def14a.htm:23]** **[1786117_0001104659-25-033045_tm252574-4_def14a.htm:24]** **[1786117_0001104659-25-033045_tm252574-4_def14a.htm:25]** **[1786117_0001104659-25-033045_tm252574-4_def14a.htm:26]** **[1786117_0001104659-25-033045_tm252574-4_def14a.htm:28]** **[1786117_0001104659-25-033045_tm252574-4_def14a.htm:33]** **[1786117_0001104659-25-033045_tm252574-4_def14a.htm:4]** **[1786117_0001104659-25-033045_tm252574-4_def14a.htm:5]** **[1786117_0001558370-24-008831_pine-20240529x8k.htm:1]** **[1786117_0001558370-24-008831_pine-20240529xex99d1.htm:0]** **[1786117_0001104659-25-101824_pine-20251023x8k.htm:3]** **[1786117_0001104659-25-101839_pine-20250930xex31d2.htm:0]** **[1786117_0001104659-25-109185_tm2530776d1_8a12b.htm:0]** **[https://www.sec.gov/Archives/edgar/data/1786117/000155837025000687/pine-20241231x10k.htm]** **[https://www.gurufocus.com/insider/82010/philip-mays]**