UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ |
Filed by a party other than
the Registrant ☐ |
|
Check the appropriate box:
| ☐ | Preliminary
Proxy Statement |
| ☐ | Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive
Proxy Statement |
| ☐ | Definitive
Additional Materials |
| ☐ | Soliciting
Material Under § 240.14a-12 |
FRP HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
200
W. Forsyth Street, 7th Floor
Jacksonville, FL 32202
March
27, 2023
Dear
Fellow Shareholder:
On
behalf of the board of directors, we thank you for your investment in FRP Holdings, Inc. (“FRP”) and invite
you to attend the 2023 annual meeting of shareholders on Wednesday, May 10, 2023 at 11:00 a.m. This year’s meeting will
be held virtually. To participate in the annual meeting, go to www.frpdev.com, click the Investors tab, and then
click the link titled “2023 Annual Shareholders Meeting”.
We
are soliciting proxies for use at the annual shareholders meeting, at which shareholders are being asked to consider and vote
upon proposals to (i) elect the seven director nominees listed in the proxy statement for a one-year term, (ii) ratify the audit
committee’s selection of the independent auditor, (iii) approve, on an advisory basis, the executive compensation of our
named executive officers and (iv) hold an advisory say-on-pay vote every one, two or three years.
Your
vote is very important. Even if you plan to attend the virtual annual meeting, it is strongly recommended that you vote your shares
of FRP stock by completing, signing, and returning the enclosed proxy card as soon as possible to ensure your shares are represented
at the annual meeting. In order to vote during the virtual meeting, you will need to submit proof of ownership of your FRP stock
or documentation of your proxy prior to the commencement of the meeting to the following email address: michelles@frpdev.com.
If
you hold your shares in “street name” you should instruct your broker how to vote in accordance with your voting instruction
card.
The
accompanying proxy statement provides you with detailed and important information about the annual meeting and the other business
to be considered by FRP’s shareholders. We encourage you to read the entire proxy statement carefully. You may also obtain
more information about FRP from documents we have filed with the U.S. Securities and Exchange Commission.
Thank
you for your continued support.
| Very
truly yours, |
| |
| |
| John
D. Baker, II |
| Executive
Chairman |
This
proxy statement is dated March 27, 2023 and is first being mailed to shareholders on or about April 5, 2023.
200
W. Forsyth Street, 7th Floor
Jacksonville, FL 32202
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 10, 2023
You
are cordially invited to attend the virtual annual meeting of the shareholders of FRP Holdings, Inc. (the “Company”,
or “FRP”) on May 10, 2023 at 11:00 a.m., Eastern Daylight Time, for the following purposes:
| 1. | To
elect the seven director nominees listed in the accompanying proxy statement for a one-year
term (the “Director Election Proposal”); |
| 2. | To
ratify the audit committee’s selection of the Company’s independent registered
public accounting firm (the “Auditor Proposal”); |
| 3. | To
approve, on an advisory basis, the compensation of the Company’s named executive
officers (the “Compensation Proposal”); and |
| 4. | To
select, on an advisory basis, whether the Company should include an advisory vote on
executive compensation every one, two, or three years (the “Frequency Proposal”); |
The
board of directors of FRP recommends that you vote “FOR” the election of the seven nominees listed in the Director
Election Proposal, “FOR” the Auditor Proposal, and “FOR” the Compensation Proposal, and
“ONE YEAR” on the Frequency Proposal. We urge you to read this material carefully.
To
participate in the annual meeting, go to www.frpdev.com, click the Investor Relations tab, and then click
the link titled “2023 Annual Shareholders Meeting”. In order to vote during the virtual meeting, you will need to
submit proof of ownership of your FRP stock or documentation of your proxy prior to the commencement of the meeting to the following
email address: michelles@frpdev.com.
Our
board of directors has fixed the close of business on March 15, 2023 as the record date for the determination of shareholders
entitled to notice and to vote at the annual meeting or any postponement or adjournment thereof. Only holders of record of shares
of FRP common stock at the close of business on the record date are entitled to notice of, and to vote at, the annual meeting
and any postponements or adjournments thereof. At the close of business on the record date, FRP had 9,484,970 shares of common
stock outstanding and entitled to vote.
The
ratification of the Auditor Proposal and the approval, on a non-binding, advisory basis, of the Compensation Proposal each require
approval of a majority of the votes cast at the annual meeting. The outcome of the Director Election Proposal and the Frequency
Proposal will be determined by a plurality of the votes cast at the annual meeting.
Whether
you own few shares or many shares, and whether you plan to attend the virtual meeting or not, it is important that your shares
be voted on matters that come before the annual meeting. You may authorize a proxy to vote by marking your votes on the proxy
card, signing and dating it, and mailing it in the envelope provided. If you sign and return your proxy card without specifying
your choices, it will be understood that you wish to have your shares voted in accordance with the directors’ recommendations.
Any proxy given by a shareholder of record may be revoked by the shareholder at any time prior to the voting of the proxy by (i)
delivering a written notice of revocation to our Secretary, (ii) executing and delivering a later-dated proxy, or (iii) attending
and voting during the virtual annual meeting. Your prompt cooperation will be greatly appreciated.
Your
vote is very important. This proxy statement provides you with detailed information about the Proposals. We encourage you to read
the accompanying proxy statement carefully and in its entirety and to submit a proxy or voting instructions so that your shares
will be represented and voted even if you do not attend the virtual annual meeting. If you have questions about the foregoing
proposals or would like additional copies of the proxy statement, please contact: FRP Holdings, Inc., Attention: John D. Milton,
Jr., Corporate Secretary, 200 W. Forsyth Street, 7th Floor, Jacksonville, FL 32202 (telephone: (904) 858-9100).
This
notice and proxy statement are dated March 27, 2023 and are first being mailed to shareholders on or about April 5, 2023.
| By
Order of the Board of Directors, |
| |
| |
| John
D. Milton, Jr. |
| Executive
Vice President, Secretary, and General Counsel |
March
27, 2023
IMPORTANT:
If you hold shares of FRP common stock through an account with a broker, dealer, bank, or other nominee please follow the instructions
you receive from them to vote your shares.
TABLE
OF CONTENTS
PROXY
STATEMENT
INTRODUCTION
The
accompanying proxy, mailed together with this proxy statement, is solicited by and on behalf of the board of directors (which
we refer to in this proxy statement as the “FRP Board”) of FRP Holdings, Inc. (which we refer to in this proxy
statement as “FRP” or the “Company”) for use at the annual meeting of our shareholders and
at any adjournment or postponement thereof. References in this proxy statement to “we,” “us,” “our”
or like terms also refer to FRP. This proxy statement is dated March 27, 2023 and is first being mailed to shareholders on or
about April 5, 2023.
SUMMARY
This
summary highlights selected information from this proxy statement. It may not contain all of the information that is important
to you with respect to the matters described in this proxy statement. We urge you to carefully read this proxy statement, as
well as the documents referred to or incorporated by reference into this proxy statement, to fully understand the Proposals.
For a list of documents incorporated by reference into this proxy statement, see the section entitled “Where You Can Find
Additional Information” beginning on page 38.
The
Annual Meeting (See page 8)
The
annual meeting will be held virtually on Wednesday, May 10, 2023 at 11:00 a.m., Eastern Daylight Time. To participate in the annual
meeting, go to www.frpdev.com, click the Investors tab, and then click the link titled “2023 Annual Shareholders
Meeting”.
At
the annual meeting, holders of FRP common stock as of the record date will be asked to consider and vote upon:
| ● | the
proposal to approve to elect the seven director nominees listed in the accompanying proxy
statement for a one-year term (the “Director Election Proposal”); |
| ● | the
proposal to ratify the audit committee’s selection of the Company’s independent
registered public accounting firm (the “Auditor Proposal”); |
| ● | the
proposal to approve, on an advisory basis, the compensation of the Company’s named
executive officers (the “Compensation Proposal”): and |
| ● | the
proposal to select, on an advisory basis, whether the Company should include an advisory
vote on executive compensation every one, two, or three years (the “Frequency
Proposal”). |
Required
Vote (See page 8)
The
Director Election Proposal: Each director must be elected by a plurality of the votes cast, meaning a director nominee who
received the highest number of affirmative votes cast is elected. Any shares not voted (whether by abstention, withholding authority,
or broker non-vote) will have no effect on the Director Election Proposal.
The
Auditor Proposal: This proposal requires the approval by a majority of the votes cast on the matter at the annual meeting.
Any shares not voted (whether by abstention or withholding authority) will have no effect on the Auditor Proposal.
The
Compensation Proposal: This proposal requires the approval by a majority of the votes cast on the matter at the annual meeting.
Any shares not voted (whether by abstention, withholding authority, or broker non-vote) will have no effect on the Compensation
Proposal.
The
Frequency Proposal: The vote frequency option receiving the greatest number of votes will be considered the frequency option
recommended by the Company’s shareholders. Any shares not voted (whether by abstention, withholding authority, or broker
non-vote) will have no effect on the Frequency Proposal.
The
Director Election Proposal, the Auditor Proposal, the Compensation Proposal, and the Frequency Proposal are collectively referred
to herein as the “Proposals”.
Brokers
who hold shares in “street name” for customers have the authority to vote on “routine” proposals when
they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion
with respect to approval of non-routine matters, absent specific instructions from the beneficial owner of such shares, brokers
will not vote those shares. This is referred to as a “broker non-vote”. Broker non-votes will be considered as “present”
for purposes of determining a quorum, but will have no effect on the Proposals.
Record
Date (See page 8)
The
record date for the determination of holders of FRP common stock entitled to notice of and to vote at the annual meeting, or any
adjournment or postponement of the annual meeting, is the close of business on March 15, 2023. Holders of FRP common stock as
of the close of business on the record date are entitled to notice of, and to vote at, the annual meeting and any postponements
or adjournments of the annual meeting. At the close of business on the record date, FRP had 9,484,970 shares of common stock outstanding
and entitled to vote.
Quorum
(See page 8)
Holders
of a majority of shares of FRP common stock entitled to vote at the annual meeting must either attend the virtual annual meeting
or submit votes by proxy, to constitute a quorum, which is necessary to conduct the annual meeting. Your shares will be counted
toward the quorum if you submit a properly executed proxy or vote during the virtual annual meeting. In addition, abstentions
and broker non-votes will be treated as “present” for the purpose of determining the presence of a quorum for the
transaction of business at the annual meeting. If a quorum is not present at the annual meeting, FRP expects that the annual meeting
will be adjourned to a later date.
Recommendation
of FRP’s Board of Directors
The
FRP Board recommends that you vote “FOR” the Director Election Proposal, “FOR” the Auditor
Proposal, “FOR” the Compensation Proposal and “ONE YEAR” on the Frequency Proposal.
QUESTIONS
AND ANSWERS ABOUT THE ANNUAL MEETING
The
following are some questions that you, as a shareholder of FRP, may have regarding the annual meeting, together with brief answers
to those questions. FRP urges you to read carefully the remainder of this proxy statement and other documents referred to or incorporated
by reference in this proxy statement, because the information in this section may not provide all of the information that might
be important to you with respect to the annual meeting.
The
Annual Meeting
| Q. | When
and where will the annual meeting take place? |
| A. | This
year’s annual meeting will be held virtually on Wednesday, May 10, 2023 at 11:00
a.m., Eastern Daylight Time. To participate in the annual meeting, go to www.frpdev.com,
click the Investors tab, and then click the link titled “2023 Annual Shareholders
Meeting”. |
| Q. | What
is the purpose of the annual meeting and what will I be voting on at the annual meeting? |
| A. | The
purpose of the annual meeting is for shareholders to consider and vote on four proposals: |
The
Director Election Proposal: The FRP Board has determined that it is in the best interests of FRP shareholders to elect John
D. Baker II, Charles E. Commander III, Martin E. Stein, Jr., John S. Surface, Nicole B. Thomas, William H. Walton III, and Margaret
B. Wetherbee to serve as directors of the Company until the next annual meeting of shareholders and until their successors are
duly elected and qualified.
The
Auditor Proposal: The FRP Board has determined that it is in the best interests of FRP and its shareholders for the shareholders
to ratify the audit committee’s selection of Hancock Askew & Co., LLP to serve as FRP’s independent auditor for
fiscal year 2023.
The
Compensation Proposal: The FRP Board has determined that it is in the best interests of FRP shareholders to approve, on a
non-binding, advisory basis, the compensation awarded to our named executive officers for the fiscal year ended December 31, 2022.
The
Frequency Proposal: The FRP Board has determined that it is in the best interests of FRP shareholders to select, on a non-binding,
advisory basis, one year as the frequency for conducting shareholder advisory votes on executive compensation.
FRP
does not expect to transact any other business at the annual meeting or any adjournment or postponement thereof.
Voting
at the Annual Meeting
| Q. | Who
can attend and vote at the virtual annual meeting? |
| A. | The
record date for the determination of holders of our common stock entitled to notice of
and to vote at the annual meeting, or any adjournment or postponement of the annual meeting,
is the close of business on March 15, 2023. Holders of FRP common stock as of the close
of business on the record date are entitled to notice of, and to vote at, the annual
meeting. At the close of business on the record date, there were 9,484,970 shares of
FRP common stock issued and outstanding. |
| Q. | How
many votes do I have? |
| A. | Each
share of FRP common stock is entitled to one vote on all matters that come before the
annual meeting or any postponement or adjournment thereof. |
| Q. | How
does the FRP Board recommend that FRP shareholders vote with respect to each of the proposals? |
| A: | The
FRP Board recommends that the FRP shareholders vote “FOR” each of
the nominees listed in the Director Election Proposal, “FOR” the Auditor
Proposal, “FOR” the Compensation Proposal and “ONE YEAR”
on the Frequency Proposal. Information about each of the Proposals is included in the
accompanying proxy statement. |
| Q: | What
vote is required to approve each proposal? |
| A. | The
Director Election Proposal: Each director must be elected by a plurality of the votes
cast, meaning a director nominee who received the highest number of affirmative votes
cast is elected. Any shares not voted (whether by abstention, withholding authority,
or broker non-vote) will have no effect on the Director Election Proposal. |
The
Auditor Proposal: This proposal requires the approval by a majority of the votes cast on the matter at the annual meeting.
Any shares not voted (whether by abstention or withholding authority) will have no effect on the Auditor Proposal.
The
Compensation Proposal: This proposal requires the approval by a majority of the votes cast on the matter at the annual meeting.
Any shares not voted (whether by abstention, withholding authority, or broker non-vote) will have no effect on the Compensation
Proposal.
The
Frequency Proposal: The vote frequency option receiving the greatest number of votes will be considered the frequency option
recommended by the Company’s shareholders. Any shares not voted (whether by abstention, withholding authority, or broker
non-vote) will have no effect on the Frequency Proposal.
As
of the record date, the FRP directors and executive officers own or control 22.8% of FRP’s outstanding shares of common
stock and intend to vote such shares “FOR” each of the Proposals.
| Q: | What
do I need to do now and how do I vote? |
| A: | FRP
urges you to read this proxy statement carefully, including its annexes, and to consider
how the actions contemplated by each of the Proposals may affect you. |
Record
Shareholders. If your shares of FRP common stock are registered directly in your name with FRP’s transfer agent, you
are considered, with respect to those shares, to be the “shareholder of record,” and the proxy materials and proxy
card are being sent directly to you by FRP. If you are a shareholder of record, you may vote your shares at the annual meeting:
| ● | During
the Annual Meeting. You may vote your shares during the virtual annual meeting.
In order to vote online during the virtual meeting, you will need to submit proof
of ownership of your FRP stock or documentation of your proxy prior to the commencement
of the meeting to the following email address: michelles@frpdev.com. Even if you
plan to attend the virtual annual meeting, we encourage you to vote in advance by mail
so that your vote will be counted in the event you later decide not to attend the virtual
annual meeting. |
| ● | By
Mail. You may authorize a proxy to vote your shares by completing, signing,
dating, and promptly returning the proxy card in the postage-paid return envelope provided
with the proxy materials for receipt prior to the annual meeting. |
Beneficial
Holders. If you are not a shareholder of record and instead hold your shares in “street name” (i.e., in the name
of a bank or broker), you will receive a notice from the record holder with instruction you must follow for your shares to be
voted. Certain of those institutions offer telephone and Internet voting.
To
attend the annual meeting, go to www.frpdev.com, click the Investors tab, and then click the link titled “2023
Annual Shareholders Meeting”.
| Q. | How
will proxies be voted? |
| A. | Shares
represented by valid proxies will be voted at the annual meeting in accordance with the
directions given. If the enclosed proxy card is signed and returned without any directions,
the shares will be voted: |
| ● | “FOR”
each of the nominees listed in the Director Election Proposal; |
| ● | “FOR”
the Auditor Proposal; and |
| ● | “FOR”
the Compensation Proposal. |
| ● | “ONE
YEAR” on the Frequency Proposal. |
| Q. | What
happens if I do not sign and return my proxy card by mail or vote during annual meeting? |
| A. | If
you are a shareholder of record of FRP common stock and you do not sign and return your
proxy card by mail or vote during the annual meeting, your shares will not be voted at
the annual meeting and will not be counted as present for the purpose of determining
the presence of a quorum, which is required to transact business at the annual meeting. |
Assuming
the presence of a quorum, the failure to return your proxy card or otherwise vote your shares at the annual meeting will have
no effect on the outcome of the Proposals.
| Q. | What
if I abstain from voting? |
| A. | If
you attend the virtual annual meeting or submit a proxy card, but affirmatively elect
to abstain from voting, your proxy will be counted as present for the purpose of determining
the presence of a quorum for the annual meeting, but will not be voted at the annual
meeting. As a result, your abstention will have the same effect as voting “AGAINST”
the Auditor Proposal and the Compensation Proposal but will have no effect on the Director
Election Proposal. |
| Q. | What
is a broker non-vote? |
| A. | Broker
non-votes are shares held in “street name” by brokers, dealers, banks, and
other nominees that are present or represented by proxy at the annual meeting, but with
respect to which the broker, dealer, bank, or other nominee is not instructed by the
beneficial owner of such shares how to vote on a particular proposal and such broker,
dealer, bank, or nominee does not have discretionary voting power on such proposal. |
If
a beneficial owner of shares of FRP common stock held in “street name” does not give voting instructions to the broker,
dealer, bank, or other nominee with respect to non-routine proposals, then those shares will be treated as present for purposes
of establishing quorum but will not be voted with respect to such non-routine proposals and, therefore, will have no effect on
the outcome of the non-routine proposals.
| Q: | If
my shares of FRP common stock are held in “street name” by my broker, dealer,
bank, or other nominee, will my broker, dealer, bank, or nominee vote my shares for me
and may I vote during the annual meeting? |
| A: | If
your shares of FRP common stock are held through an account with a broker, dealer, bank,
or nominee, you are considered the beneficial owner of shares held in “street name,”
and these proxy materials are being forwarded to you together with a voting instruction
card. You must provide the record holder of your shares with instructions on how to vote
your shares. Please follow the voting instructions provided by your broker, dealer, bank,
or other nominee. Please note that you may not vote shares held in “street name”
by returning a proxy card directly to FRP. |
As
the beneficial owner, you are also invited to attend the virtual annual meeting. However, since a beneficial owner is not the
shareholder of record, you may not vote these shares during the annual meeting unless you obtain a “legal proxy” from
the broker, dealer, bank, or other nominee that holds your shares giving you the right to vote the shares during at the annual
meeting.
| Q: | May
I revoke or change my vote after I have provided proxy instructions? |
| A: | If
you are a shareholder of record, you may revoke or change your vote at any time before
your proxy is voted at the annual meeting. You can do this in one of three ways: (i)
delivering written notice to FRP’s Corporate Secretary at FRP’s principal
executive office; (ii) executing and delivering a proxy bearing a later date to FRP’s
Corporate Secretary at FRP’s principal executive office; or (iii) voting during
the virtual annual meeting. Your attendance at the virtual annual meeting without further
action on your part will not automatically revoke your proxy. If you have instructed
your broker, dealer, bank, or other nominee to vote your shares, you must follow directions
received from your broker, dealer, bank, or other nominee in order to change those instructions. |
| Q. | What
constitutes a “quorum” for the annual meeting? |
| A. | Holders
of a majority of shares of FRP common stock entitled to vote at the annual meeting must
be present at the annual meeting, by virtual attendance or by proxy, to constitute a
quorum, which is necessary to conduct the annual meeting. Your shares will be counted
toward the quorum if you submit a properly executed proxy or vote at the annual meeting.
In addition, abstentions and broker non-votes will be treated as “present”
for the purpose of determining the presence of a quorum for the transaction of business
at the annual meeting. If a quorum is not present at the annual meeting, FRP expects
that the annual meeting will be adjourned to a later date. |
| Q: | Who
is paying for this proxy solicitation? |
| A: | FRP
will pay the entire cost of preparing, assembling, printing, mailing, and distributing
these proxy materials and soliciting votes. FRP will bear any fees paid to the SEC. FRP
may reimburse brokerage firms, custodians, nominees, fiduciaries, and other persons representing
beneficial owners for their reasonable expenses in forwarding solicitation material to
such beneficial owners. FRP’s directors, officers, and employees may also solicit
proxies in person or by other means of communication. Such directors, officers, and employees
will not be additionally compensated but may be reimbursed for reasonable out-of-pocket
expenses in connection with such solicitation. |
| Q. | What
does it mean if I received more than one proxy card? |
| A. | If
you received more than one proxy card, your shares are likely registered in more than
one name or are held in more than one account. These should each be voted and/or returned
separately in order to ensure that all of your shares of FRP common stock are voted. |
| Q. | Whom
should I contact if I have any questions about the annual meeting? |
| A. | If
you have any questions about the annual meeting, or if you need assistance in submitting
your proxy or voting your shares or need additional copies of this proxy statement or
the enclosed proxy card, you should contact FRP at the address or telephone number listed
below: |
FRP
Holdings, Inc.
200
W. Forsyth Street, 7th Floor
Jacksonville, FL 32202
Attn: Corporate Secretary
(904) 858-9100
If
your shares are held through an account with a broker, dealer, bank, or other nominee, you should call your broker, dealer, bank,
or other nominee for additional information.
| Q. | Where
can I find more information? |
| A. | Additional
information about us can be obtained from the various sources described under “Where
You Can Find Additional Information” in this proxy statement. Additionally, rules
of conduct for the virtual annual meeting will be filed with the SEC on Form 8-K prior
to the annual meeting. |
THE
ANNUAL MEETING
Time,
Date, and Place
The
annual meeting will be held on Wednesday, May 10, 2023 at 11:00 a.m., Eastern Daylight Time. To participate in the annual meeting,
go to www.frpdev.com, click the Investors tab, and then click the link titled “2023 Annual Shareholders Meeting”.
Proposals
At
the annual meeting, or any postponement or adjournment thereof, holders of shares of FRP common stock on the record date will
consider and vote upon (i) the Director Election Proposal; (ii) the Auditor Proposal; and (iii) the Compensation Proposal. FRP
does not expect to transact any other business at the annual meeting or any adjournment or postponement thereof.
Recommendations
of the FRP Board
The
FRP Board has approved each of the proposals and recommends that you vote “FOR” each of the nominees listed
in the Director Election Proposal, “FOR” the Auditor Proposal, “FOR” the Compensation Proposal
and “ONE YEAR” on the Frequency Proposal.
Required
Vote
The
Director Election Proposal: Each director must be elected by a plurality of the votes cast, meaning a director nominee who
received the highest number of affirmative votes cast is elected. Any shares not voted (whether by abstention, withholding authority,
or broker non-vote) will have no effect on the Director Election Proposal.
The
Auditor Proposal: This proposal requires the approval by a majority of the votes cast on the matter at the annual meeting.
Any shares not voted (whether by abstention or withholding authority) will have no effect on the Auditor Proposal.
The
Compensation Proposal: This proposal requires the approval by a majority of the votes cast on the matter at the annual meeting.
Any shares not voted (whether by abstention, withholding authority, or broker non-vote) will have no effect on the Compensation
Proposal.
The
Frequency Proposal: The vote frequency option receiving the greatest number of votes will be considered the frequency option
recommended by the Company’s shareholders. Any shares not voted (whether by abstention, withholding authority, or broker
non-vote) will have no effect on the Frequency Proposal.
Quorum
Holders
of a majority of shares of FRP common stock entitled to vote at the annual meeting must be present at the annual meeting, by virtual
attendance or by proxy, to constitute a quorum, which is necessary to conduct the annual meeting. Your shares will be counted
toward the quorum if you submit a properly executed proxy or vote during the annual meeting. In addition, abstentions and broker
non-votes will be treated as “present” for the purpose of determining the presence of a quorum for the transaction
of business at the annual meeting. If a quorum is not present at the annual meeting, FRP expects that the annual meeting will
be adjourned to a later date.
Record
Date
The
FRP Board has fixed the close of business on March 15, 2023 as the record date for the determination of shareholders entitled
to notice of and to vote at the meeting or any postponement or adjournment thereof. On the record date, 9,484,970 shares of common
stock were issued and outstanding. Each holder of record of common stock is entitled to one vote for each share common stock held
on each of the proposals.
Proxies
You
may authorize a proxy to vote your shares by completing, signing, dating, and promptly returning the proxy card in the postage-paid
return envelope provided with the proxy materials for receipt prior to the annual meeting. Your vote is important. Please return
your marked proxy card promptly so your shares of common stock can be represented, even if you plan to attend the virtual annual
meeting.
Unless
contrary instructions are indicated, the votes entitled to be cast by shares of common stock represented by valid proxies will
be cast “FOR” each of the nominees listed in the Director Election Proposal, “FOR” the Auditor
Proposal, and “FOR” the Compensation Proposal. If a shareholder gives specific voting instructions, the votes
entitled to be cast by the shareholder will be cast in accordance with such instructions. In the absence of instructions to the
contrary, it is the intention of the persons named in the accompanying proxy to vote the shares represented thereby in accordance
with their discretion on any other matters properly brought before the annual meeting and discretionary authority to do so is
included in the proxy.
The
persons named as proxies are John D. Baker II and John D. Milton, Jr.
Shares
Held in “Street Name”; Broker Non-Votes
If
you hold your shares of FRP common stock through a broker or nominee and wish to vote, you must follow the voting instructions
provided to you by your broker or other nominee. If you do not receive a voting instruction card from your broker, please contact
your broker promptly to obtain the voting instruction card. Your vote is important to the success of the proposals.
Brokers
who hold shares in “street name” for customers have the authority to vote on “routine” proposals when
they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion
with respect to approval of non-routine matters and, as a result, absent specific instructions from the beneficial owner of such
shares, brokers will not vote those shares. This is referred to as a “broker non-vote”. Broker non-votes will be considered
as “present” for purposes of determining a quorum. Broker non-votes will have no effect on the Proposals.
Revocation
of Proxies
Any
proxy given by a shareholder of record may be revoked by the shareholder at any time prior to the voting of the proxy, by (i)
delivering written notice to FRP’s Corporate Secretary at FRP’s principal executive office; (ii) executing and delivering
a proxy bearing a later date to FRP’s Corporate Secretary at FRP’s principal executive office; or (iii) voting during
the virtual annual meeting. If a shareholder’s shares are held in “street name”, the shareholder must contact
its broker, bank, or other nominee to change its vote.
Cost
of Proxy Solicitation
This
proxy statement is being provided to the FRP shareholders in connection with the solicitation of proxies by the FRP Board to be
voted at the annual meeting and at any adjournments or postponements of the annual meeting. FRP will bear the costs of printing,
filing, and mailing this proxy statement and will pay the entire cost of soliciting proxies and holding the annual meeting.
FRP
is making this solicitation by mail, but FRP’s directors and officers also may solicit by mail, telephone, facsimile, electronic
transmission, personal interview, or otherwise. Such directors and officers will not receive additional compensation for soliciting
proxies.
FRP
will reimburse brokerage firms and other custodians, nominees, and fiduciaries for their reasonable expenses incurred in sending
proxies and proxy materials to beneficial owners.
Assistance
If
you have any questions about the annual meeting, or if you need assistance in submitting your proxy or voting your shares or need
additional copies of this proxy statement or the enclosed proxy card, you should contact FRP at the address or telephone number
listed below:
FRP
Holdings, Inc.
200
W. Forsyth Street, 7th Floor
Jacksonville,
FL 32202
Attn:
Corporate Secretary
(904)
858-9100
If
your shares are held through an account with a broker, dealer, bank, or other nominee, you should call your broker, dealer, bank,
or other nominee for additional information.
CORPORATE
GOVERNANCE, ESG, AND OUR APPROACH TO RISK MANAGEMENT
Corporate
Governance
FRP
embraces best practices in corporate governance:
| ● | All
of FRP’s directors are elected by shareholders annually; |
| ● | FRP
does not have a “poison pill” rights plan; |
| ● | As
of the date of this proxy statement, the FRP Board is comprised of seven highly qualified
individuals, of whom two are female, one is African American, and one is a military veteran; |
| ● | FRP
is committed to integrity and fair dealing in its relationships with all constituents
and has adopted a Code of Business Conduct and Ethics outlining these commitments; and |
| ● | FRP
is committed to transparency in financial reporting. |
Risk
Oversight
The
FRP Board exercises direct oversight of strategic risk to the Company. Management annually (or periodically in the event greater
frequency is required due to unforeseen circumstances) prepares an enterprise risk assessment and mitigation strategy that it
reviews with the Audit Committee. The Audit Committee reports to the FRP Board, which in turn, provides guidance on risk appetite,
assessment, and mitigation.
Environmental,
Social and Governance (ESG)
Our
ESG Commitment
The
FRP Board and our executive team believe that environmental stewardship, social responsibility and solid governance are essential
to long-term value creation for our shareholders, employees, customers, communities and other stakeholders. FRP has long incorporated
these concepts into our day-to-day operations, consistent with management’s philosophy that a sustainable company must not
only generate good returns for investors but also positively impact our communities, our employees and the environment. We also
recognize that managing ESG-related risks is critical to achieving our long-term business strategy and business objectives. In
2022, we worked with a consultant to advise us on advancing and implementing the ESG strategies and business practices in areas
most important to our stakeholders and aligned with the Sustainability Accounting Standards Board (SASB) framework.
Governance
of ESG
While
the full FRP Board has ultimate responsibility for ESG matters that impact our business, the Governance and ESG Committee exercise
primary Board oversight of ESG risk management, strategy and policies, in accordance with its charter. Among its primary functions,
the Governance and ESG Committee adopts policies with respect to, and oversee compliance with policies relating to, environmental,
health and safety, corporate social responsibility, sustainability, philanthropy, diversity and inclusion, community issues, political
contribution and lobbying and other public policy matters relevant to the Company. The charter of the Governance and ESG Committee
is available at www.frpdev.com/investor-relations under Corporate Governance.
Responsible
Business Practices
We
believe that governance and responsible business practices strengthen our long-term success through our commitment to our business
ethics and integrity, contributing to a strong foundation for our ESG commitment. We shape these core values into action through
the policies and procedures discussed in this Corporate Governance section.
Environmental
Stewardship, Resilience and Risk Management
Our
management team focuses on environmental sustainability by assessing environmental and climate change risks, environmental remediation
and sustainable building practices. We require environmental due diligence as part of site assessments and incorporate environmental
considerations for our real estate properties, as follows:
| ● | Property
Acquisition. Before acquiring new properties for development, we conduct extensive
due diligence on the environmental condition of the property and the impact of development
on the surrounding community. |
| ● | Ongoing
Environmental Risk Assessment. We also evaluate on a regular basis the potential
impacts to our properties of climate change, sea level rise and coastal flooding. |
| ● | Development
Practices. We strive to develop our properties to enhance communities and using sustainable
practices that promote resilience, energy efficiency and environmental protection. This
includes remediating existing environmental contamination, minimizing environmental impacts
to the community and designing buildings to meet LEED (Leadership in Energy and Environmental
Design) standards. |
Human
Capital and Social Good
FRP
is committed to the welfare of our employees and our communities.
| ● | Human
Capital: We are committed to an inclusive and diverse culture and do not tolerate
any sort of discrimination. We maintain a whistleblower hotline allowing employees to
report complaints on an anonymous basis. Our small but dedicated workforce has a low
turnover, and the average tenure of our employee is over 13 years. |
| ● | Social
Good: We seek to contribute to improvements in the quality of life for communities
through our investments and development activities: |
| | We
invest in economically depressed areas that present the opportunity to stimulate economic
activity. |
| | Our
mixed-use developments include public amenities such as parks, restaurants and movie
theatres that benefit the entire community. |
| | Many
of our mixed-use developments include income restricted units that offer affordable housing
to local residents. |
| | We
support charities that make a difference in our communities. |
| | Our
management is involved in the communities in which we work and invest. |
Business
Conduct Policies
We
believe that operating with honesty and integrity has earned us trust from our customers, credibility within our communities,
and dedication from our employees. Our senior executive and financial officers are bound by our Financial Code of Ethical Conduct.
In addition, our directors, officers, and employees are required to abide by our Code of Business Conduct and Ethics to ensure
that our business is conducted in a consistently legal and ethical manner. These policies cover many topics, including conflicts
of interest, protection of confidential information, fair dealing, protection of the Company’s assets, and compliance with
laws, rules, and regulations.
Directors,
officers and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation
of these policies, and a compliance hotline is available for this purpose. Additionally, the Audit Committee has adopted procedures
to receive, retain, and treat complaints received regarding accounting, internal accounting controls, or auditing matters, and
to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing
matters.
The
Financial Code of Ethical Conduct and the Code of Business Conduct and Ethics is available on our website at www.frpdev.com/investor-relations
under Corporate Governance.
Related
Party Transactions
The
Audit Committee of the FRP Board is responsible for reviewing and approving all material transactions with any related party not
previously approved by the Company’s independent directors. This responsibility is set forth in writing in our Audit Committee
charter, a copy of which is available at www.frpdev.com/investor-relations under Corporate Governance. In certain
cases, transactions have been approved by a committee consisting of all independent directors. Related parties include any of
our directors or executive officers, and certain of our shareholders and their immediate family members.
To
identify related party transactions, each year, we submit and require our directors and officers to complete director and officer
questionnaires identifying any transactions with us in which the officer or director or their family members have an interest.
We review related party transactions due to the potential for a conflict of interest. A conflict of interest occurs when an individual’s
private interest interferes, or appears to interfere, in any way with our interests. Our Code of Business Conduct and Ethics requires
all directors, officers, and employees who may have a potential or apparent conflict of interest to immediately notify our Chief
Financial Officer.
We
expect our directors, officers, and employees to act and make decisions that are in our best interests and encourage them to avoid
situations which present a conflict between our interests and their own personal interests. Our directors, officers, and employees
are prohibited from taking any action that may make it difficult for them to perform their duties, responsibilities, and services
to the Company in an objective and effective manner. In addition, we are strictly prohibited from extending personal loans to,
or guaranteeing personal obligations of, any director or officer. Exceptions are only permitted in the reasonable discretion of
the FRP Board. A copy of our Code of Business Conduct and Ethics is available at www.frpdev.com/investor-relations under
Corporate Governance.
Compensation
Policies
Internal
Pay Equity. We believe that internal pay equity is an important factor to be considered in establishing compensation for the
officers. We have not established a policy regarding the ratio of total compensation of the Chief Executive Officer to that of
the other officers, but we do review compensation levels to ensure that appropriate equity exists. Additionally, our Chief Executive
Officer receives below-market compensation in light of his significant equity stake in the Company.
Compensation
Risk Assessment. The Compensation Committee considers the risks that may result from the Company’s compensation policies
and practices. The Compensation Committee believes that our compensation policies and practices for our executives are reasonable
and properly align their interests with those of our shareholders. The Compensation Committee believes that there are a number
of factors that cause our compensation policies and practices to not have a material adverse effect on the Company. The fact that
our executive officers have their annual incentive compensation tied to net operating income and leasing activity encourages actions
that promote profitability. Our equity-based incentives further align the interest of our executives with the long-term interests
of our shareholders. In addition, we believe that there are significant checks in place so that employees whose compensation may
have a shorter-term focus are managed by employees and officers whose compensation has a longer-term focus.
Tax
Deductibility of Compensation Should be Maximized Where Appropriate. The Company generally seeks to maximize the deductibility
for tax purposes of all elements of compensation. For example, the Company always has issued restricted stock or nonqualified
stock options that result in a tax deduction to the Company upon exercise. We review compensation plans in light of applicable
tax provisions and may revise compensation plans from time to time to maximize deductibility. However, we may approve compensation
that does not qualify for deductibility when we deem it to be in the best interests of the Company.
Clawback
Policy. It is our policy that the Company will recoup any incentive compensation erroneously awarded to any current or former
executive officers due to material noncompliance with any financial reporting requirement under applicable securities laws during
the three completed fiscal years immediately preceding the date the Company determines that an accounting restatement is required.
Hedging
Policy
The
Company strongly discourages all directors and executive officers from hedging our securities. Pursuant to our Securities Trading
Policy, any director or executive officer of the Company, and any other persons designated by the Chief Executive Officer or the
Chief Financial Officer as being subject to the Company’s pre-clearance procedures, together with their family members and
entities they control, seeking to engage in any transaction in our securities must obtain pre-clearance for the transaction from
the Chief Financial Officer or General Counsel. Additionally, pursuant to our Securities Trading Policy, directors and officers
of the Company are prohibited from engaging in short sales, and no such person may buy or sell puts, calls, or exchange-traded
options relating to the Company’s stock. The Company deems such transactions to be speculative in nature and acknowledges
they may involve a “bet against the Company” which is inappropriate for an insider. In 2022, no directors or executive
officers hedged the Company’s securities.
Board
Committees
The
FRP Board currently has seven directors and the following four committees: the Audit Committee, the Compensation Committee, the
Governance and ESG Committee, and the Executive Committee. The current membership and the function of each committee are described
below.
Committee
Member |
Audit |
Compensation |
Governance
& ESG |
Executive |
John
D. Baker II |
|
|
|
X |
Charles
E. Commander III |
X |
X* |
|
|
Martin
E. Stein, Jr. |
|
X |
X* |
|
John
S. Surface |
X* |
X |
X |
|
Nicole
B. Thomas |
X |
X |
X |
|
William
H. Walton III |
X |
X |
X |
|
Margaret
B. Wetherbee |
|
|
|
|
John
D. Baker III(1) |
|
|
|
X |
John
D. Milton, Jr.(1) |
|
|
|
X |
David
H. deVilliers Jr.(1) |
|
|
|
X |
David
H. deVilliers III(1) |
|
|
|
X |
X – Committee Member * – Committee Chair
| (1) | Individuals
are ex officio members of the Executive Committee. Mr. Baker serves as Chief Financial
Officer and Treasurer and Mr. Milton serves as the Executive Vice President, Secretary,
and General Counsel of the Company. |
Audit
Committee
The
Audit Committee assists the FRP Board in its oversight of the Company’s accounting and financial reporting processes and
the audit of the Company’s financial statements, the integrity of the Company’s financial statements, compliance with
legal and regulatory requirements, and the qualifications, independence, and performance of the Company’s independent auditor.
In addition to other responsibilities, the Audit Committee also:
| ● | Reviews
the annual audited and the quarterly consolidated financial statements; |
| ● | Discusses
with the independent auditor all critical accounting policies to be used in the consolidated
financial statements, all alternative treatments of financial information that have been
discussed with management, other material communications between the independent auditor
and management, and the independent auditor’s observations regarding the Company’s
internal controls; |
| ● | Reviews
earnings press releases prior to issuance; |
| ● | Appoints,
oversees, and approves compensation of the independent auditor; |
| ● | Approves
all audit and permitted non-audit services provided by the independent auditor; |
| ● | Reviews
findings and recommendations of the independent auditor and management’s response
to the recommendations of the independent auditor; |
| ● | Recommends
whether the audited financial statements should be included in the Company’s Annual
Report on Form 10-K; and |
| ● | Reviews
and approves all transactions between the Company and any related person that are required
to be disclosed under the rules of the SEC that have not previously been approved by
the Company’s independent directors. |
The
FRP Board has determined that all Audit Committee members are independent and are able to read and understand financial statements.
The FRP Board has also determined that the Chair of the Committee, John S. Surface, qualifies as an “audit committee financial
expert” within the meaning of SEC regulations. The charter of the Audit Committee (as adopted on March 4, 2020) is available
on our website at www.frpdev.com/investor-relations under Corporate Governance.
Compensation
Committee
The
primary functions of the Compensation Committee are to discharge the responsibilities of the FRP Board relating to the compensation
of the Company’s executive officers and prepare an annual report on executive compensation to be included in the Company’s
proxy statement. In addition, the Compensation Committee:
| ● | Reviews
and approves the Company’s goals and objectives relevant to the compensation of
the Chief Executive Officer and evaluates his job performance in light of those goals
and objectives; |
| ● | Establishes
compensation levels, including incentive and bonus compensation, for the Chief Executive
Officer; |
| ● | Establishes
and determines, in consultation with the Chief Executive Officer, the compensation levels
of other senior executive officers; |
| ● | Reviews,
periodically, with the Chairman and the Chief Executive Officer the succession plans
for senior executive officers and makes recommendations to the FRP Board regarding the
selection of individuals to occupy these positions; |
| ● | Administers
the Company’s equity incentive plans; and |
| ● | Reviews
and reassesses the Compensation Committee charter for adequacy on an annual basis. |
None
of the members of the Compensation Committee was an officer or employee of the Company or any of its subsidiaries during fiscal
year 2022 or had any relationship requiring disclosure by the Company under the rules of the SEC requiring disclosure of certain
relationships and related party transactions. None of our executive officers serves as a member of the board of directors or compensation
committee of any entity that has one or more executive officer serving the FRP Board or Compensation Committee.
The
charter of the Compensation Committee (as adopted on March 4, 2020) has been formally adopted by the Company and is available
at www.frpdev.com/investor-relations under Corporate Governance.
Governance
and ESG Committee
The
primary functions of the Governance and ESG Committee are to (1) identify individuals who are qualified to serve on the FRP Board,
(2) review and recommend to the FRP Board changes to the corporate governance practices and guidelines of the Company, (3) adopt
policies with respect to, and oversee compliance with policies relating to, environmental, health and safety, corporate social
responsibility, sustainability, philanthropy, diversity and inclusion, community issues, political contribution and lobbying and
other public policy matters relevant to the Company (“ESG Matters”) and (4) oversee the annual evaluation of
the FRP Board. In addition, the Governance and ESG Committee establishes criteria for the FRP Board membership.
The
charter of the Governance and ESG Committee is available at www.frpdev.com/investor-relations under Corporate Governance.
Executive
Committee
John
D. Baker II, John D. Baker III (ex officio), and John D. Milton, Jr. (ex officio) comprised the Executive Committee during 2022.
On March 2, 2023, David H. deVilliers Jr. and David H. deVilliers III were appointed to the Executive Committee (each, ex officio).
To the extent permitted by law, the Executive Committee exercises the powers of the FRP Board between meetings of the FRP Board.
Board
and Committee Self-Assessment
It
is a policy of the Company that the FRP Board and each committee, under the supervision of the Governance and ESG Committee, conduct
a self-evaluation of their performance at least annually. The self-evaluation process serves to assess the FRP Board’s and
the committees’ performance and effectiveness during the previous year. Each member of the FRP Board and each committee
member completes a questionnaire that addresses various aspects of the FRP Board or committee’s meetings, membership, culture,
relationship with management and other committees, and role and responsibilities and solicits recommendations for the upcoming
year.
Communication
with Directors
Shareholders
may communicate with the chairs of the Audit, Compensation, and Governance and ESG Committees of the FRP Board, or with our independent
directors, by sending a letter to the following address: Board of Directors, FRP Holdings, Inc., c/o Corporate Secretary, 200 W. Forsyth
Street, 7th Floor, Jacksonville, Florida 32202.
Nomination
of Director Candidates
The
Governance and ESG Committee
The
Governance and ESG Committee identifies individuals whom the Governance and ESG Committee believes are qualified to become FRP
Board members in accordance with the director qualification standards set forth below, and recommends selected individuals to
the FRP Board for nomination to stand for election at the next meeting of shareholders of the Company in which directors will
be elected. In the event there is a vacancy on the FRP Board between meetings of shareholders, the Governance and ESG Committee
identifies individuals that the Governance and ESG Committee believes are qualified to become FRP Board members in accordance
with the director independence standards set forth above, and recommends one or more of such individuals for appointment to the
FRP Board.
In
the event the Governance and ESG Committee recommends an increase in the size of the FRP Board or a vacancy occurs, the Governance
and ESG Committee may consider qualified nominees from several sources, including current FRP Board members and search firms.
The Governance and ESG Committee may from time to time retain a search firm to help the Governance and ESG Committee identify
qualified director nominees for consideration by the Governance and ESG Committee. The Governance and ESG Committee evaluates
qualified director nominees against the current director qualification standards described below and reviews qualified director
nominees with the FRP Board. The Governance and ESG Committee and the Chairman of the FRP Board interview candidates who meet
the director qualification standards, and the Governance and ESG Committee selects nominees who best suit the FRP Board’s
current needs and recommends one or more of such individuals for appointment to the FRP Board.
Director
Qualification Standards and Board Diversity
The
Governance and ESG Committee has established the following standards and qualifications for members of the FRP Board:
| ● | Each
director shall at all times represent the interests of the shareholders of the Company. |
| ● | Each
director shall at all times exhibit high standards of integrity, commitment, and independence
of thought and judgment. |
| ● | Each
director shall dedicate sufficient time, energy, and attention to ensure the diligent
performance of his or her duties, including attending shareholder meetings and meetings
of the FRP Board and committees of which he or she is a member, and by reviewing in advance
all meeting materials. |
| ● | The
FRP Board shall meet the applicable standards of independence from the Company and its
management. |
| ● | The
FRP Board shall encompass a range of talent, skill, and expertise sufficient to provide
sound and prudent guidance with respect to all of the Company’s operations and
interests. |
The
Company strongly believes that diversity is critical to our success and the creation of long-term value for our shareholders.
With respect to the FRP Board, it is acknowledged that a board of directors consisting of individuals with diverse backgrounds
ensures broader representation and enhanced performance. In considering diversity in the selection of nominees, the Governance
and ESG Committee looks for individuals with varied experience, characteristics, knowledge, skills, and viewpoints in order to
achieve and maintain a group of directors that, as a whole, provides effective oversight of the management of the Company and
reflects the complex and dynamic nature of our business. Although our Governance and ESG Committee does not maintain a prescribed
policy for board diversity, the FRP Board and Governance and ESG Committee do look for nominees with a diverse set of qualifications
that will complement the existing qualifications and experience of our directors and provide an overall balance of diversity of
backgrounds and perspectives. The FRP Board understands diversity to mean a broad array of individual characteristics that collectively
enable the FRP Board to operate effectively and fulfill its responsibilities including professional qualifications, business experience,
age, gender, race, ethnicity, military service, education, and socio-economic and other demographic characteristics.
Of
our current seven directors, two are female and one is African American.
Nominees
Proposed by Shareholders
The
Governance and ESG Committee will consider properly submitted shareholder nominees for candidates for membership on the FRP Board.
Shareholders proposing individuals for consideration by the Governance and ESG Committee must include, at a minimum, the following
information about the proposed nominee: the proposed nominee’s name, age, business or residence address, principal occupation
or employment, and whether such person has given written consent to being named in the proxy statement as a nominee and to serving
as a director if elected. Shareholders should send the required information about the nominee to:
Corporate
Secretary
FRP
Holdings, Inc.
200
W. Forsyth Street, 7th Floor
Jacksonville,
Florida 32202
In
order for an individual proposed by a shareholder to be considered by the Governance and ESG Committee for recommendation as a
director nominee at the annual meeting of shareholders to be held in 2024, the Corporate Secretary must receive the proposal no
later than 5 p.m. Eastern Standard Time on December 31, 2023. Such proposals must be sent via registered, certified, or express
mail. The Corporate Secretary will send properly submitted shareholder proposed nominations to the Governance and ESG Committee
chair for consideration at a future Governance and ESG Committee meeting. Individuals proposed by shareholders in accordance with
these procedures will receive the same consideration that individuals identified to the Governance and ESG Committee through other
means receive.
Nominations
by Shareholders at Annual Meeting
Pursuant
to the Company’s Articles of Incorporation, directors may be nominated at a meeting of shareholders at which directors are
being elected, by (1) the FRP Board or any committee or person authorized or appointed by the FRP Board, or (2) by any shareholder
who is entitled to vote for the election of directors at the meeting and who complies with certain advance notice procedures.
These notice procedures require that the nominating shareholder make the nomination by timely notice in writing to the Secretary
of the Company. To be timely, the notice must be received at the principal executive offices of the Company not less than forty
(40) days prior to the meeting except that, if less than fifty (50) days’ notice or prior public disclosure of the date
of the meeting is given to shareholders, the notice must be received no later than ten (10) days after the notice of the date
of the meeting was mailed or such public disclosure was made. The notice must contain certain information about the proponent
and each nominee, including such information about each nominee as would have been required to be included in a proxy statement
filed pursuant to the rules of the SEC had such nominee been nominated by the FRP Board.
Board
Leadership
John
D. Baker II serves as the Chairman of the FRP Board and as FRP’s Chief Executive Officer. Mr. Baker has served as a director
of the Company since 1986, served as the President and Chief Executive Officer from 2008 to 2010, and was again appointed as the
Chief Executive Officer of the Company in 2017. From 1996 to 2007, Mr. Baker served as President and Chief Executive Officer of
Florida Rock Industries, Inc. Mr. Baker is the former chairman and current director of regional utility Jacksonville Electric
Authority. Mr. Baker also currently serves as a director of The Jacksonville Civic Counsel and as the Executive Chairman of the
board of directors of Florida Rock and Tank Lines, Inc., a subsidiary of Patriot Transportation Holding, Inc. Mr. Baker formerly
served as a director of Florida Rock Industries, Wachovia Corp., Wells Fargo & Company, Jacksonville Port Authority, Progress
Energy, Vulcan Materials, Texas Industries, Hughes Supply, KIPP Jacksonville, Inc., The Florida Council of 100 and Edward Waters
College. Prior to his business career, Mr. Baker served in the Marine Corps.
It
is a policy of the Company that when the Chairman of the FRP Board is not an independent director, the independent directors will
annually appoint a lead independent director.
Mr.
Commander currently serves as lead independent director. The lead independent director presides over executive sessions of the
independent directors and performs other duties as may be assigned from time to time by the FRP Board.
The
FRP Board believes its current leadership structure is appropriate because it effectively allocates authority, responsibility,
and oversight between management and the independent members of the FRP Board. It does this by giving primary responsibility for
the operational leadership and strategic direction of the Company to our Chief Executive Officer, while enabling the lead independent
director to facilitate the FRP Board’s independent oversight of management. The FRP Board believes its programs for overseeing
risk, as described under the “Risk Oversight” section below, would be effective under a variety of leadership frameworks
and therefore do not materially affect its choice of structure.
Director
Independence
Pursuant
to NASDAQ listing standards, the FRP Board is required to evaluate each director to determine whether he or she qualifies as an
“independent director”. The FRP Board must determine that a director has no relationship that, in the judgment of
the FRP Board, would interfere with the exercise of independent judgment by the director in carrying out his or her responsibilities.
The listing standards specify the criteria by which the independence of our directors will be determined. The listing standards
also prohibit Audit Committee and Compensation Committee members from any direct or indirect financial relationship with the Company,
and restrict commercial relationships of all directors with the Company. Directors may not be given personal loans or extensions
of credit by the Company, and all directors are required to deal at arm’s length with the Company and its subsidiaries and
to disclose any circumstances that might be perceived as a conflict of interest.
The
FRP Board has determined that five of our seven current directors and director nominees (Charles E. Commander III, Martin E. Stein,
Jr., John S. Surface, Nicole B. Thomas and William H. Walton III) are independent of management in accordance with the listing
standards of The NASDAQ Global Select Market. All of the members of the Audit Committee, the Compensation Committee and the Governance
and ESG Committee are independent directors.
Independent
directors regularly meet in executive sessions without management and may select a director to facilitate the meeting. The independent
directors met in executive session five times during 2022, with Mr. Commander presiding over each executive session.
Director
Attendance at Board and Committee Meetings
In
2022, the FRP Board held five meetings, the Audit Committee held four meetings, the Compensation Committee held two meetings,
and the Governance and ESG Committee held one meeting. During 2022, the Executive Committee did not hold any formal meetings but
voted on various matters by unanimous written consent. The independent directors met in executive sessions following all Board
meetings. All of our directors attended all of the meetings of the FRP Board and all committees on which the director served.
Director
Attendance at Annual Meeting of Shareholders
It
is a policy of the Company that our directors are required to attend the annual meeting of shareholders unless extenuating circumstances
prevent them from attending. In 2022, all directors attended the annual shareholders meeting. All directors expect to be present
at this year’s annual meeting of shareholders.
PROPOSAL
NO. 1: THE DIRECTOR ELECTION PROPOSAL
Pursuant
to our Articles of Incorporation, all directors elected at the Annual Meeting will serve a one-year term. The FRP Board has nominated
John D. Baker II, Charles E Commander III, Martin E. Stein, Jr., John S. Surface, Nicole B. Thomas, William H. Walton III, and
Margaret B. Wetherbee to be elected to serve as directors of the Company until the next annual meeting of shareholders and until
their successors are duly elected and qualified. Biographical information relating to our directors and director nominees is provided
under the section of this Proxy Statement entitled “Board of Directors & Corporate Governance”.
If
you are a shareholder of record, your proxy will be voted “FOR” the election of the persons nominated unless
you indicate otherwise. If any of the nominees named should become unavailable for election for any presently unforeseen reason,
the persons named in the proxy shall have the right to vote for a substitute as may be designated by the FRP Board to replace
such nominee, or the FRP Board may reduce the number of directors accordingly.
The
FRP Board unanimously recommends a vote “FOR” the election of these nominees as directors.
OUR
BOARD OF DIRECTORS
The
table below contains information about our current directors and director nominees. The FRP Board is comprised of a group of leaders
in their respective fields. Many directors have senior leadership experience and board and committee experience with public companies.
In these positions, they have gained significant and diverse management experience.
Name |
Current
Position |
Age |
History
with The Company |
John
D. Baker II |
Executive
Chairman and Chief Executive Officer |
74 |
Chief
Executive Officer: 2008-2010 and 2017- present
Director:
1986- present |
Charles
E. Commander III |
Director |
82 |
Director:
2004- present |
Martin
E. Stein, Jr. |
Director |
70 |
Director:
1992- present |
John
S. Surface |
Director |
51 |
Director:
elected April 2022 |
Nicole
B. Thomas |
Director |
50 |
Director:
elected April 2022 |
William
H. Walton III |
Director |
70 |
Director:
2015- present |
Margaret
B. Wetherbee |
Director
|
53 |
Director:
2019- present |
You
will be asked to vote on the election of John D. Baker II, Charles E. Commander III, Martin E. Stein, Jr., John S. Surface, Nicole
B. Thomas, William H. Walton III, and Margaret B. Wetherbee to the FRP Board at the Annual Meeting. The FRP Board and the Governance
and ESG Committee believes that each director nominee brings a strong and unique set of attributes, experience, leadership, and
skills in areas of importance to the Company that create a well-balanced, collaborative team that serves the Company and its shareholders
well. The biographies below describe each director nominee and his qualifications that led the Governance and ESG Committee to
nominate these individuals.
John
D. Baker II serves as the Chairman of the FRP Board and as FRP’s Chief Executive Officer. Mr. Baker has served as a director
of the Company since 1986, served as the President and Chief Executive Officer from 2008 to 2010, and was again appointed as the
Chief Executive Officer of the Company in 2017. From 1996 to 2007, Mr. Baker served as President and Chief Executive Officer of
Florida Rock Industries, Inc. Mr. Baker is the former chairman and current director of regional utility Jacksonville Electric
Authority. Mr. Baker also currently serves as a director of The Jacksonville Civic Counsel and as the Executive Chairman of the
board of directors of Florida Rock and Tank Lines, Inc., a subsidiary of Patriot Transportation Holding, Inc. Mr. Baker formerly
served as a director of Florida Rock Industries, Wachovia Corp., Wells Fargo & Company, Jacksonville Port Authority, Progress
Energy, Vulcan Materials, Texas Industries, Hughes Supply, KIPP Jacksonville, Inc., The Florida Council of 100 and Edward Waters
College. Prior to his business career, Mr. Baker served in the Marine Corps. Mr. Baker brings to the FRP Board extensive knowledge
in rock mining and real estate industries, as well as proven public company leadership and business experience. Mr. Baker is the
father of John D. Baker III, Chief Financial Officer and Treasurer of the Company, and the uncle of Margaret B. Wetherbee, director
of the Company.
Charles
E. Commander III, who was elected as a director of the Company in 2004, is a retired partner at the law firm Foley & Lardner
LLP, where he practiced corporate, financial institutions, and real estate law and was a member of that firm’s management
committee. Mr. Commander previously served on the boards of EverBank Financial Corp., Barnett Winston Growth Properties, Computer
Power Inc., Builders Investment Group, Koger Equity Inc., First City National Bank, and SouthTrust Bank of Northeast Florida.
Mr. Commander’s many years of legal experience and his service on other boards provides the FRP Board valuable insights
regarding our business and on corporate governance and management issues.
Martin
E. “Hap” Stein, Jr. was elected as a director of the Company in 1992. Mr. Stein served as Chief Executive Officer
of Regency Centers Corporation, a real estate investment trust, from its initial public offering in 1993 through 2019, served
as its Chairman of the board from 1999 to 2019, and was appointed Executive Chairman in 2020. Mr. Stein also previously served
as a director of Washington and Lee University. Mr. Stein brings to the FRP Board extensive knowledge of the commercial real estate
industry, as well as proven public company leadership and business expertise.
John
S. Surface was elected to the FRP Board on April 1, 2022. Mr. Surface is the Chief Executive Officer of Covius Services and a
member of the board of directors of Covius Holdings, Inc. Mr. Surface previously had an 18-year tenure at EverBank Financial Corp,
where he served as Senior Executive Vice President responsible for corporate strategy, capital raising, mergers and acquisitions
and new growth initiatives. Mr. Surface currently serves on the board of trustees of The Bolles School and has served on the boards
of directors of the Jacksonville Symphony Orchestra, Habijax, LISC Jacksonville and the Jacksonville Museum of Science and History.
He also previously served as a member of the Williams School Board of Advisors for Washington & Lee University. Mr. Surface
received a B.S. in Business Management, magna cum laude and Phi Beta Kappa, from Washington and Lee University and an M.B.A. from
Harvard Business School. Mr. Surface’s business and leadership experience brings to the FRP Board valuable insights regarding
business strategy and management.
Nicole
B. Thomas was elected to the FRP Board on April 1, 2022. Ms. Thomas is the hospital president of Baptist Medical Center Jacksonville
and is responsible for the operational and strategic direction of the largest hospital in the health system. Ms. Thomas has held
several roles with Baptist Health since joining in 2011, including co-chairing its diversity, equity, and inclusion council, chairing
its transformation council, serving as senior vice president of specialty services overseeing neurosciences, orthopedics, and
oncology, with primary executive responsibility for the formation of Baptist MD Anderson Cancer Center in 2015, and since 2016,
serving as Baptist Medical Center South’s president. Prior to joining Baptist Health, she was assistant vice president of
Physician Operations for St. Luke’s Episcopal Health System in Houston, and operations administrator at Mayo Clinic Jacksonville.
A fellow in the American College of Healthcare Executives, Ms. Thomas was named among Modern Healthcare magazine’s Top 25
Minority Executives in Healthcare in 2018 and 2020 and one of 70 African American leaders in health care to know by Becker’s
Hospital Review in 2020. Ms. Thomas serves on the board of directors of the Federal Reserve Bank of Atlanta and Tiger Academy
Jacksonville and serves on the OneJax Advisory Board. Ms. Thomas brings valuable experience in shaping diversity, inclusion and
social responsibility policies, a proven track record of leadership, and diversity to the FRP Board.
William
H. Walton III was elected as a director of the Company in 2015. Mr. Walton is Co-Founder and Managing Member of Rockpoint Group,
LLC, a real estate private equity firm and registered investment adviser. Mr. Walton serves on the boards of Boston Properties,
Inc., Dream Finders Homes, Inc., and Crow Holdings, and he is a former director of Corporate Office Properties Trust and the St.
Joe Company. He has also served as a director or trustee on the boards of several non-profit organizations. Mr. Walton brings
to the FRP Board extensive experience in the real estate investment business and a proven track record of leadership.
Margaret
B. Wetherbee was elected as a director of the Company in 2019. Ms. Wetherbee currently serves as a board member of several non-profit
organizations. From 1998 to 2008, Ms. Wetherbee practiced law at Rogers Towers, P.A. in the area of commercial real estate transactions,
with a focus on real estate development, finance, sale and acquisition transactions and lease negotiations. Ms. Wetherbee brings
valuable legal experience, experience in board leadership, and diversity to the FRP Board.
NON-EMPLOYEE
DIRECTOR COMPENSATION
Our
non-employee directors receive cash compensation, as well as equity compensation in the form of stock grants of Company common
stock. The following table summarizes the compensation paid to each of our non-employee directors during 2022. All amounts reflect
the dollar value of the compensation.
DIRECTOR
COMPENSATION
|
Name |
Fees
earned or paid
in cash ($)(1) |
Stock
Awards ($)(2) |
Total |
|
|
|
|
Charles
E. Commander III |
$31,417 |
$99,982 |
$131,399 |
H.
W. Shad III(3) |
$33,000 |
$99,982 |
$132,982 |
Martin
E. Stein, Jr. |
$28,500 |
$99,923 |
$128,482 |
John
S. Surface(4) |
$18,667 |
$74,987 |
$93,654 |
Nicole
B. Thomas(4) |
$22,000 |
$74,987 |
$96,987 |
William
H. Walton III |
$32,000 |
$99,982 |
$131,982 |
Margaret
B. Wetherbee |
$22,000 |
$99,982 |
$121,982 |
| (1) | The
table below sets forth the cash fees arrangements for the FRP Board and for each committee: |
All
Non-Employee Directors |
Annual
Retainer |
$15,000 |
Attendance
Fee for Unscheduled Meetings |
$1,500 |
Audit
Committee |
Annual
Fee: Chairman |
$10,000 |
Annual
Fee: Member |
$5,000 |
Meeting
Fees: Chairman(a) |
$1,500 |
Meeting
Fees: Member(a) |
$1,000 |
Compensation
Committee |
Annual
Fee: Chairman |
$5,000 |
Annual
Fee: Member |
$1,000 |
Meeting
Fees: Chairman |
$1,500 |
Meeting
Fees: Member |
$1,000 |
Other
Committees |
Annual
Fee: Chairman |
$2,000 |
Annual
Fee: Member |
$1,000 |
Meeting
Fees: Chairman |
$1,500 |
Meeting
Fees: Member |
$1,000 |
| (a) | The
Audit Committee members receive no meeting fees for the four regularly-scheduled quarterly
meetings. Meeting fees apply only to the extent there are additional Audit Committee
meetings. |
| (2) | On
May 11, 2022, John S. Surface and Nicole B. Thomas were awarded 1,296 shares of the Company’s
common stock and the other non-employee directors were awarded 1,728 shares of the Company’s
common stock under the Company’s 2016 Equity Incentive Plan (“Equity Incentive
Plan”). The value was determined using the closing price of the Company’s
common stock on the Nasdaq Stock Market on May 11, 2022, which was $58.86. The aggregate
grant date fair value was computed in accordance with FASB Topic 718. |
| (3) | Mr.
Shad retired from the board of directors on December 7, 2022. |
| (4) | John
S. Surface and Nicole B. Thomas were appointed to the board of directors on April 1,
2022. |
SECURITIES
OWNERSHIP
Directors,
Director Nominees, and Executive Officers
The
following table shows the number of shares of the Company’s common stock beneficially owned by (i) each of the Company’s
directors and director nominees, (ii) each of the Company’s named executive officers, and (iii) all executive officers,
directors, and director nominees of the Company as a group, as of February 28, 2023.
Name
of Beneficial Owner |
Amount
and Nature of Beneficial Ownership(1) |
Percent
of
Class |
John
D. Baker II |
1,492,089(2) |
15.7% |
Charles
E. Commander III |
39,190(3) |
* |
David
H. deVilliers, Jr. |
77,504(4) |
* |
David
H. deVilliers III |
27,314(5) |
* |
Martin
E. Stein, Jr. |
193,547(6) |
2.0% |
John
S. Surface |
1,296 |
* |
Nicole
B. Thomas |
1,296 |
* |
William
H. Walton III |
19,190 |
* |
Margaret
B. Wetherbee |
170,295(7) |
1.8% |
Total
ownership of all directors, director nominees, and executive officers as a group (12 persons): |
2,177,199 |
22.8% |
*
Less than 1%
| (1) | Unless
otherwise indicated, beneficial owners directly hold and have sole voting and investment
power with respect to their respective shares reported in this table. |
| (2) | John
D. Baker II’s beneficial ownership includes: (i) 15,978 shares he holds directly;
(ii) 10,025 shares held in retirement accounts; (iii) 26,891 shares held in his living
trust; (iv) 227,058 shares held in a grantor retained annuity trust; (v) 1,113,474 shares
held by the Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965, for
which Mr. Baker serves as co-trustee and is the sole income beneficiary, as to which
Mr. Baker has shared voting and investment power, and as to which Mr. Baker disclaims
beneficial ownership except to the extent of his pecuniary interest therein; (vi) 3,789
shares held by his wife’s living trust, as to which he disclaims beneficial ownership
except to the extent of his pecuniary interest therein; (vii) 16,533 shares underlying
stock options that are exercisable within 60 days; and (viii) 78,341 shares held by the
estate of Edward L. Baker, of which Mr. Baker is a co-executor and as to which Mr. Baker
disclaims beneficial ownership. |
| (3) | Charles
E. Commander III’s beneficial ownership includes 33,190 shares he holds directly
and 6,000 shares held in his IRAs. |
| (4) | David
H. deVilliers, Jr.’s beneficial ownership includes 37,201 shares he holds directly
and 40,303 shares underlying stock options that are exercisable within 60 days. |
| (5) | David
H. deVilliers III’s beneficial ownership includes 21,497 shares that he holds directly,
648 shares held in his 401(k) and 5,169 shares underlying stock options that are exercisable
within 60 days. |
| (6) | Martin
E. Stein’s beneficial ownership includes 72,647 shares that he holds directly and
120,900 shares held by Regency Square II, a Florida general partnership, as to which
Mr. Stein has shared voting and investment power. Mr. Stein owns a 2.5248% partnership
interest in Regency Square II and is a co-trustee and a beneficiary of a testamentary
trust that holds a 46.21% interest in Regency Square II. |
| (7) | Margaret
B. Wetherbee’s beneficial ownership includes 59,427 shares that she holds directly
and 110,868 shares held by the Cynthia L. Baker Trust dated 4/30/65 FBO Edward L. Baker
and Margaret B. Wetherbee, of which Ms. Wetherbee serves as co-trustee and is the beneficiary. |
Shareholders
Holding More Than Five Percent of Common Stock
The
following table shows the number of shares of the Company’s common stock beneficially owned by each person (or group of
people) known by the Company to beneficially own more than 5% of the common stock of the Company.
Name
and Address
of
Beneficial Owner |
Amount
and Nature of
Beneficial Ownership |
Percent
of Class |
|
|
|
Trust
FBO John D. Baker II U/A Cynthia L. Baker
Trust
dated 4/30/1965
John
D. Baker II
200
W. Forsyth Street, 7th Floor
Jacksonville,
FL 32202
Edward
L. Baker II
200
W. Forsyth Street, 12th Floor
Jacksonville,
FL 32202 |
1,113,474(1)
1,492,089(1)(2)
1,210,774(1)(3)
|
11.8%
15.7%
12.8%
|
|
|
|
Thompson
S. Baker II
200
W. Forsyth Street, 7th Floor
Jacksonville,
FL 32202 |
686,211(4)
|
7.2%
|
|
|
|
CLB
1965 LLC
Cynthia
P. Ogden
1165
5th Avenue #10-D
New
York, NY 10029 |
913,911(5)
|
9.6%
|
|
|
|
Estabrook
Capital Management LLC
Charles
T. Foley
David
P. Foley
900
Third Avenue
New
York, NY 10022 |
502,224(6) |
5.3% |
|
|
|
The
Vanguard Group
100
Vanguard Boulevard
Malvern,
PA 19355 |
622,301(7) |
6.6% |
|
|
|
BlackRock,
Inc.
55
East 52nd Street
New
York, NY 10055 |
567,666(8) |
6.0% |
|
|
|
Dimensional
Fund Advisors LP
6300
Bee Cave Road, Building One
Austin,
TX 78746 |
493,224(9) |
5.2% |
| (1) | The
Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965, for which John
D. Baker II and Edward L. Baker II serve as co-trustees, and to which John D. Baker II
is the sole income beneficiary, holds 1,113,474 shares, which shares are included in
the beneficial ownership calculations for John D. Baker II, Edward L Baker II and the
Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965, each of whom have
jointly filed a Schedule 13D filed with the SEC on March 20, 2019, as amended by the
Schedules 13D/A filed with the SEC on April 13, 2020 and February 24, 2023. John D. Baker
II and Edward L Baker II have shared voting and investment power with respect to such
shares. |
| (2) | John
D. Baker II’s beneficial ownership includes: (i) 15,978 shares he holds directly;
(ii) 10,025 shares held in retirement accounts; (iii) 26,891 shares held in his living
trust; (iv) 227,058 shares held in a grantor retained annuity trust; (v) 1,113,474 shares
held by the Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965, for
which Mr. Baker serves as co-trustee and is the sole income beneficiary, and as to which
Mr. Baker disclaims beneficial ownership except to the extent of his pecuniary interest
therein; (vi) 3,789 shares held by his wife’s living trust, as to which he disclaims
beneficial ownership except to the extent of his pecuniary interest therein; (vii) 16,533
shares underlying stock options that are exercisable within 60 days; and (viii) 78,341
shares held by the estate of Edward L. Baker, as to which Mr. Baker has shared voting
and investment power as a co-executor and as to which Mr. Baker disclaims beneficial
ownership. Mr. Baker has sole voting and investment power with respect to the shares
described in clauses (i) through (iv). |
| (3) | Edward
L. Baker II’s beneficial ownership includes (i) 97,300 shares held by the Edward
L’Engle Baker II Revocable Living Trust, of which Mr. Baker is the sole trustee
and sole beneficiary and (ii) 1,113,474 shares of common stock held by the Trust FBO
John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965, as to which Mr. Baker disclaims
beneficial ownership except to the extent of his pecuniary interest therein. Mr. Baker
has sole voting and investment power with respect to the shares described in clause (i). |
| (4) | In
a Schedule 13G/A filed with the SEC on February 1, 2023, Thompson S. Baker II reported
that, as of December 31, 2021, he was the beneficial owner of (i) 155,600 shares owned
by the Thompson S. Baker II Revocable Living Trust; (ii) 110,870 shares held by the Cynthia
L. Baker Trust dated 4/30/1965 FBO Edward L. Baker and Thompson S. Baker II, of which
Mr. Baker is the sole trustee and beneficiary; (iii) 110,868 shares held by the Cynthia
L. Baker Trust dated 4/30/1965 FBO Edward L. Baker and Ann Baker Boney, of which Mr.
Baker and Ann Baker Boney are co-trustees and as to which the Mr. Baker disclaims beneficial
ownership; (iv) 110,868 shares held by the Cynthia L. Baker Trust dated 4/30/1965 FBO
Edward L. Baker and Sarah Baker Lee, of which Mr. Baker and Sarah Baker Lee are co-trustees
and as to which Mr. Baker disclaims beneficial ownership; (v) 110,868 shares held by
the Cynthia L. Baker Trust dated 4/30/1965 FBO Edward L. Baker and Margaret Baker Wetherbee,
of which Mr. Baker and Margaret Baker Wetherbee are co-trustees and as to which Mr. Baker
disclaims beneficial ownership; (vi) 6,597 shares held in trusts for the benefit of the
Mr. Baker’s children, of which Mr. Baker and his wife are co-trustees and as to
which and as to which Mr. Baker disclaims beneficial ownership; (vii) 78,341 shares held
by the estate of Edward L. Baker, of which Mr. Baker and John D. Baker II are co-executors
and as to which Mr. Baker disclaims beneficial ownership except to the extent of his
pecuniary interest therein; and (viii) 2,199 shares held by Mr. Baker’s wife’s
living trust, as to which Mr. Baker disclaims beneficial ownership except to the extent
of his pecuniary interest therein; Mr. Baker has sole voting and investment power with
respect to the shares described in clause (i) and shared voting and investment power
with respect to the shares described in clauses (ii) through (vii). |
| (5) | In
a Schedule 13G/A filed with the SEC on February 1, 2023, CLB 1965 LLC and Cynthia P.
Ogden, as the manager thereto, reported that as of December 31, 2022, CLB 1965 LLC beneficially
owned 913,911 shares, as to which Cynthia P. Ogden has sole voting and investment power. |
| (6) | In
a Schedule 13G filed with the SEC on February 13, 2023, Estabrook Capital Management
LLC, Charles T. Foley and David P. Foley reported that, as of December 31, 2022, each
beneficially owned, and had shared voting and investment power with respect to, 502,224
shares. |
| (7) | In
a Schedule 13G/A filed with the SEC on February 9, 2023, The Vanguard Group reported
that, as of December 31, 2022, it beneficially owned 622,301 shares, 4,599 as to which
it had shared voting power, 612,379 as to which it had sole investment power, and 9,922
as to which it had shared investment power. |
| (8) | In
a Schedule 13G/A filed with the SEC on February 1, 2023, BlackRock, Inc. reported that,
as of December 31, 2022, it beneficially owned 567,666 shares, 540,728 as to which it
had sole voting power and 567,666 as to which it had sole investment power. |
| (9) | In
a Schedule 13G filed with the SEC on February 10, 2023, Dimensional Fund Advisors LP
reported that, as of December 31, 2022, it beneficially owned 493,224 shares, 480,988
as to which it had sole voting power and 493,224 as to which it had sole investment power. |
Delinquent
Section 16(a) Reports
Section
16(a) of the Exchange Act requires the Company’s directors, executive officers, and beneficial owners of 10% or more of
the Company’s outstanding common stock to file initial reports of ownership and reports of changes in ownership with the
SEC, NASDAQ, and the Company. The Company believes, based solely on a review of the copies of such forms furnished to the Company
and written representations from the Company’s directors and executive officers, that all persons subject to Section 16(a)
reporting requirements filed the required reports on a timely basis during 2022, except with respect to two required Forms 4 filed
on behalf of David H. deVilliers III on November 29, 2022 and December 19, 2022, which were filed late due to an administrative
oversight.
RELATED
PARTY TRANSACTIONS
On
January 30, 2015, we completed a spin-off of our former transportation business. The spin-off was effected through a corporate
reorganization, followed by the distribution by the Company of all of the shares of common stock of Patriot Transportation Holding,
Inc. (“Patriot”; NASDAQ – PATI). For more information regarding the spin-off, you may refer to Patriot’s
Information Statement, which is attached as Exhibit 99.1 to Patriot’s Form 10, filed with the Securities Exchange Commission
on December 31, 2014, available at www.sec.gov. John D. Baker II, our Chief Executive Officer, beneficially owns more than
10% of the outstanding shares of Patriot common stock.
In
connection with the spin-off, we entered into various transitional agreements with Patriot, including an administrative services
agreement. Pursuant to the administrative services agreement, Patriot provides FRP certain services that were shared prior to
the Spin-off, including the employment of certain shared employees. In 2022, the Company reimbursed Patriot an amount of $893,000
for such services.
In
the opinion of the Company, the terms, conditions, transactions, and payments under the agreements with the persons described
above were not less favorable to the Company than those which would have been available from unaffiliated persons.
AUDIT
COMMITTEE REPORT
The
Audit Committee reviews the Company’s financial reporting process on behalf of the FRP Board. Management has the primary
responsibility for the financial statements and the reporting process, including the system of internal controls. The Audit Committee
also selects the Company’s independent registered public accounting firm. The Audit Committee held four formal meetings
in fiscal year 2022.
In
this context, the Audit Committee has met and held discussions with management and the independent registered public accounting
firm regarding the fair and complete presentation of the Company’s results and the assessment of the Company’s internal
control over financial reporting. The Audit Committee has discussed significant accounting policies applied by the Company in
its financial statements, as well as alternative treatments. Management represented to the Committee that the Company’s
consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States
of America, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent
registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters
required to be discussed pursuant to applicable standards adopted by the PCAOB.
In
addition, the Audit Committee has received the written disclosures and the letter from the independent auditor required by the
applicable requirements of PCAOB regarding the independent auditor’s communications with us concerning independence and
has discussed with the independent auditor the auditor’s independence from the Company and its management. The Audit Committee
also has considered whether the independent auditor’s provision of non-audit services to the Company is compatible with
the auditor’s independence. The Audit Committee has concluded that the independent auditor is independent from the Company
and its management.
The
Audit Committee reviewed and discussed Company policies with respect to risk assessment and risk management.
The
Audit Committee discussed with the Company’s independent auditor the overall scope and plans for the audit. The Audit Committee
meets with the independent auditors, with and without management present, to discuss the results of their examinations, the evaluations
of the Company’s internal controls, and the overall quality of the Company’s financial reporting.
In
reliance on the reviews and discussions referred to above, the Audit Committee recommended to the FRP Board, and the FRP Board
has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2022, for filing with the Securities and Exchange Commission.
Submitted by: |
Charles E. Commander III |
|
John S. Surface |
|
Nicole B. Thomas |
|
William H. Walton
III |
|
Members of the
Audit Committee |
The
Audit Committee Report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference
into any other Company filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the
Company specifically incorporates the Audit Committee Report by reference therein.
PROPOSAL
NO. 2: THE AUDITOR PROPOSAL
The
Audit Committee has selected Hancock Askew as the Company’s independent registered public accounting firm (auditors) to
examine the consolidated financial statements of the Company, subject to satisfactory negotiation of an annual fee agreement for
2023. The FRP Board seeks an indication from shareholders of their approval or disapproval of the Audit Committee’s appointment
of Hancock Askew as the Company’s auditors.
Hancock
Askew has been our independent auditor since 2006, and no relationship exists between the Company and Hancock Askew other than
the usual relationship between auditor and client.
If
the appointment of Hancock Askew as auditor for 2023 is not approved by the shareholders, the adverse vote will be considered
a direction to the Audit Committee to consider other auditors for next year. However, because of the difficulty in making any
substitution of auditors so long after the beginning of the current year, Hancock Askew will remain the Company’s Independent
Registered Public Accounting Firm for 2023, unless the Audit Committee finds other good reason for making a change.
Representatives
of Hancock Askew will be available to respond to questions at the annual meeting of shareholders.
Independent
Registered Public Accounting Firm
The
Audit Committee has selected Hancock Askew to serve as the Company’s independent registered public accounting firm, subject
to satisfactory negotiation of an annual fee agreement. Representatives of Hancock Askew are expected to be present at the shareholders’
meeting with the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Audit
and Non-Audit Fees
The
following table presents fees billed or to be billed by the Company’s independent registered public accounting firm for
the audit of the Company’s financial statements for fiscal years 2021 and 2022, and for other services performed during
such periods.
| |
2021 | |
2022 |
Audit Fees (1) | |
$ | 245,779 | | |
$ | 270,900 | |
Audit Related Fees (2) | |
$ | 2,800 | | |
| 8,000 | |
Tax Fees | |
$ | 49,727 | | |
| 64,156 | |
All Other Fees | |
| — | | |
| — | |
Total | |
$ | 298,306 | | |
$ | 343,056 | |
(1) | Audit
services include work performed in connection with the review of the Company’s
quarterly financial statements, the audit of the Company’s annual financial statements,
and the audit of internal control over financial reporting. |
(2) | Audit
related fees consisted principally of services pertaining to technical accounting consultations
required in connection with the audit. |
Pre-Approval
of Audit and Non-Audit Services
Under
the Company’s amended Audit Committee charter, the Audit Committee is required to pre-approve all auditing services and
permissible non-audit services, including related fees and terms, to be performed for the Company by its independent auditor,
subject to the de minimis exceptions for non-audit services described under the Exchange Act which are approved by the Audit Committee
prior to the completion of the audit. The Audit Committee pre-approved all audit services, audit-related services, and tax review,
compliance, and planning services performed for the Company by Hancock Askew during fiscal years 2021 and 2022.
PROPOSAL
NO. 3: THE COMPENSATION PROPOSAL
In
accordance with Section 14A of the Exchange Act, we are asking shareholders to approve, on an advisory basis, our executive compensation
program. This proposal is commonly referred to as “say-on-pay”.
We
design our executive officer compensation program to attract, motivate, and retain the key executives who drive our success and
industry leadership. Our compensation program consists of several forms of compensation: base salary, cash incentive bonuses,
equity compensation, and other benefits and perquisites. Pay that reflects performance and alignment of that pay with the interests
of long-term shareholders are key principles that underlie our compensation program. The FRP Board believes that our current executive
compensation program directly links executive compensation to our performance and aligns the interest of our executive officers
with those of our shareholders.
Shareholders
are urged to read the “Executive Compensation” section of this proxy statement, which contains tabular information
and narrative discussion about the compensation of our named executive officers.
Because
this is an advisory vote, it will not be binding on the FRP Board. However, the FRP Board and the Compensation Committee will
review and take into account the outcome of the vote when considering future executive compensation decisions.
Accordingly,
the FRP Board proposes that you vote “FOR” the Company’s compensation philosophy, policies, and procedures
and their implementation in 2022 as described in this proxy statement.
OUR
EXECUTIVE OFFICERS
Name |
Current
Position |
Age |
John
D. Baker II |
Chief
Executive Officer |
74 |
David
H. deVilliers, Jr. |
President
and Chief Operating Officer |
71 |
David
H. deVilliers III |
Executive
Vice President |
45 |
John
D. Baker III |
Chief
Financial Officer and Treasurer |
38 |
John
D. Milton, Jr. |
Executive
Vice President, Secretary, and General Counsel |
77 |
John
D. Klopfenstein |
Controller
and Chief Accounting Officer |
59 |
John
D. Baker II served as President and Chief Executive Officer of the Company from February 6, 2008 until September 30, 2010 and
was again appointed as the Chief Executive Officer of the Company on March 13, 2017. Mr. Baker was elected as a director of the
Company in 1986 and serves as the Executive Chairman of the Company’s board of directors. Mr. Baker also serves on the board
of directors of regional utility Jacksonville Electric Authority and serves as Executive Chairman of the board of directors of
Florida Rock and Tank Lines, Inc. Mr. Baker formerly served as a director of Florida Rock Industries, Wachovia Corp., Wells Fargo
& Company, Jacksonville Port Authority, Progress Energy, Vulcan Materials, Texas Industries, Hughes Supply, KIPP Jacksonville,
Inc., The Florida Council of 100 and Edward Waters College. Mr. Baker is the father of John D. Baker III, Chief Financial Officer
and Treasurer of the Company, and the uncle of Margaret B. Wetherbee, director of the Company.
David
H. deVilliers, Jr. was appointed as the President of the Company in 2015 and served as the Vice President of the Company from
1994 to 2015. Mr. deVilliers has also served as the President of FRP Development Corp. and Florida Rock Properties, Inc. since
1988. Mr. deVilliers is the father of David H. deVilliers III.
David
H. deVilliers III has been serving as the Company’s Executive Vice President since 2019. From 2001 to 2019, Mr. deVilliers
served as the Company’s Vice President of Leasing, Acquisition and Development.
John
D. Baker III was appointed as the Chief Financial Officer of the Company on May 6, 2019. Mr. Baker served as a financial analyst
of the Company from 2016 until his promotion to Chief Financial Officer in 2019.
John
D. Milton, Jr. has been serving as the Company’s Executive Vice President and Secretary since 2008 and was appointed as
the Company’s General Counsel on May 6, 2019. Mr. Milton also served as the Company’s Chief Financial Officer and
Treasurer from 2008 until May 6, 2019.
John
D. Klopfenstein has been serving as the Company’s Chief Accounting Officer and Controller since 2003.
EXECUTIVE
COMPENSATION
We
are a “smaller reporting company” for purposes of the SEC’s executive compensation and other disclosure rules.
In accordance with such rules, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal
Year End Table, as well as limited narrative disclosures.
Summary
Compensation Table
The
Summary Compensation Table sets forth information concerning the compensation of our named executive officers for 2022, 2021,
and 2020. Our compensation program consists of several forms of compensation: base salary, cash incentive bonuses, equity compensation,
and other benefits and perquisites.
SUMMARY
COMPENSATION TABLE |
Name
and Principal Position |
Year |
Base
Salary |
Stock
Awards(1) |
Non-Equity
Incentive Plan Compensation(2) |
All
Other Compensation(3) |
Total |
John
D. Baker II
Chief
Executive Officer
|
2022 |
$100,000 |
$300,000 |
$125,000 |
$34,706 |
$559,706 |
2021 |
$165,000 |
$300,000 |
$206,250 |
$23,700 |
$694,950 |
2020 |
$165,000 |
$300,000 |
$206,250 |
$32,428 |
$703,678 |
|
|
|
|
|
|
|
David
H. deVilliers, Jr.
President
|
2022 |
$391,426 |
$300,000 |
$489,283 |
$41,699 |
$1,222,408 |
2021 |
$376,372 |
$300,000 |
$470,465 |
$32,037 |
$1,178,874 |
2020 |
$366,372 |
$300,000 |
$457,965 |
$27,913 |
$1,152,250 |
|
|
|
|
|
|
|
David
H. deVilliers III
Executive
Vice President
|
2022 |
$302,100 |
$300,000 |
$339,863 |
$53,358 |
$995,321 |
2021 |
$285,000 |
$300,000 |
$302,812 |
$41,415 |
$929,227 |
2020 |
$275,000 |
$325,000 |
$275,000 |
$14,702 |
$889,702 |
| (1) | This
column reflects stock grants and restricted stock grants to our executive officers under
the Equity Incentive Plan. On January 1, 2022, each named executive officer was awarded
1,732 shares having a value of $100,000. The values of the stock awards were determined
using the closing price of the Company’s common stock on the Nasdaq Global Select
Market on the grant date, which was $57.80. |
On
January 1, 2022, each named executive officer was awarded 3,460 shares of restricted stock having a value of $200,000, which awards
are subject to performance conditions and the recipient’s continuous service to the Company. The performance conditions
will be met if certain of the Company’s joint ventures achieve an aggregate target net operating income (NOI) of $34,785,346
for the 24-month performance period ending December 31, 2023. Restricted shares are subject to partial forfeiture if NOI for the
performance period is less than the target NOI but greater than or equal to a minimum threshold NOI of $27,828,277 (at which level
50% of the restricted shares will be forfeited), and are subject to complete forfeiture if NOI for the performance period is less
than the threshold NOI. Shares of restricted stock that are not forfeited will vest as follows: 25% on the evaluation date (which
is expected to be in March 2024), and 25% on December 31 in each of 2023, 2024, and 2025. Vesting of restricted stock will be
accelerated upon a Change of Control (as defined in the Equity Incentive Plan). The values of the restricted stock awards were
determined using the closing price of the Company’s common stock on the Nasdaq Global Select Market on the grant date, which
was $57.80.
In
connection with the January 1, 2022 restricted stock grants, each named executive officer was also awarded performance shares,
which are not reported in the table based on probable outcome of performance conditions to which they are subject. The performance
share awards represent the opportunity for each named executive officer to receive additional shares of restricted stock on the
evaluation date if NOI for the performance period exceeds the target NOI, up to a maximum award value of $50,000, which would
be earned upon the achievement of 125% of target NOI ($38,263,881). The performance shares are subject to partial forfeiture if
NOI for the performance period is greater than the target NOI but less than the maximum NOI, and are subject to complete forfeiture
if NOI for the performance period is less than or equal to the target NOI. If earned, the number of restricted shares issued would
be calculated based on the closing price of the Company’s common stock on the Nasdaq Global Select Market on the date of
issuance, and the restricted shares would be subject to the same conditions and vesting schedule as the restricted share grant
described above.
On
January 1, 2021, each named executive officer was awarded 2,196 shares having a value of $100,000. The values of the stock awards
were determined using the closing price of the Company’s common stock on the Nasdaq Global Select Market on the grant date,
which was $45.55.
Additionally,
on January 1, 2021, each named executive officer was awarded 4,392 shares of restricted stock having a value of $200,000, which
awards are subject to performance conditions and the recipient’s continuous service to the Company. The performance conditions
will be met if certain of the Company’s joint ventures achieve an aggregate target net operating income (NOI) of $28,373,111
for the 24-month performance period ending December 31, 2022. Restricted shares are subject to partial forfeiture if NOI for the
performance period is less than the target NOI but greater than or equal to a minimum threshold NOI of $22,698,488 (at which level
50% of the restricted shares will be forfeited), and are subject to complete forfeiture if NOI for the performance period is less
than the threshold NOI. The performance condition was achieved at 100% and 25% of the shares vested on March 2, 2023 (the performance
evaluation date) and 25% will vest on December 31 in each of 2023, 2024, and 2025. Vesting of restricted stock will be accelerated
upon a Change of Control (as defined in the Equity Incentive Plan). The values of the restricted stock awards were determined
using the closing price of the Company’s common stock on the Nasdaq Global Select Market on the grant date, which was $45.55.
Simultaneously
with the January 1, 2021 restricted stock grants, each named executive officer was awarded performance shares, which are not reported
in the table based on the probable outcome of performance conditions to which they were subject at the time of the award. The
performance shares represented the opportunity for each named executive officer to receive additional shares of restricted stock
on March 2, 2023 (the performance evaluation date) if NOI for the 24-month performance period exceeded the target NOI. Each named
executive officer was eligible to receive a maximum award value of $50,000, which would have been earned upon the achievement
of 125% of target NOI ($31,210,422). The performance condition was achieved at 114.33% of NOI, and as a result, 528 restricted
shares having a value of $28,681 were issued to each named executive officer on the performance evaluation date, of which 25%
vested immediately and 25% will vest on December 31 in each of 2023, 2024 and 2025. Vesting of restricted stock will be accelerated
upon a Change of Control (as defined in the Equity Incentive Plan). The values of the restricted shares were determined using
the closing price of the Company’s common stock on the Nasdaq Global Select Market on March 2, 2023, which was $54.32.
On
March 2, 2020, John D. Baker II and David H. deVilliers Jr. were each awarded 2,160 shares having a value of $100,000, and David
H. deVilliers III was awarded 2,700 shares having a value of $125,000. The values of the stock awards were determined using the
closing price of the Company’s common stock on the Nasdaq Global Select Market on the grant date, which was $46.30.
On
March 4, 2020, each named executive officer was awarded 4,320 shares of restricted stock having a value of $200,000, which awards
were granted subject to a performance condition and which awards remain subject to the recipient’s continuous service to
the Company. The performance target was the achievement by certain of the Company’s joint ventures of an aggregate net operating
income (NOI) of $18,852,001 for the 24-month performance period ending December 31, 2021, and such awards were subject to partial
forfeiture if NOI for the performance period was less than the target NOI but greater than or equal to a minimum threshold NOI
of $15,984,833, and complete forfeiture if NOI for the performance period was less than such threshold. The performance condition
was achieved at 93.36%, and each recipient forfeited 6.64% of his restricted shares, accordingly. With respect to the shares that
were not forfeited, 25% vested on March 2, 2022 (the performance evaluation date), and 25% will vest on December 31 in each of
2022, 2023, and 2024. Vesting of restricted stock will be accelerated upon a Change of Control (as defined in the Equity Incentive
Plan). The values of the restricted stock awards were determined using the closing price of the Company’s common stock on
the Nasdaq Global Select Market on the grant date, which was $46.30.
| (2) | This
column represents amounts paid under the Company’s management incentive compensation
plan (the “MIC Plan”). |
The
MIC Plan provides officers an opportunity to earn an annual cash bonus for achieving specified performance based goals. Individual
awards are expressed as a percentage of each officer’s base salary and are determined by the achievement of individual performance
goals, subject to any Company performance criteria set for the applicable period, all of which is set by the Compensation Committee
on an annual basis. Each year, a portion of each named executive officer’s cash bonus is contingent upon a determination
that the internal control over financial reporting for the company was effective during the applicable year.
For
the 12-month MIC Period ending December 31, 2022, John D. Baker II and David H. deVilliers, Jr. were eligible to receive bonuses
in an amount of up to 125% of their base salaries, and David H. deVilliers III was eligible to receive a bonus in an amount of
up to 112.5% of his base salary. Bonuses were contingent upon the Company’s achievement of (i) a combined target representing
net operating income for all segments except for the mining segment, plus pre-tax cash and profit events (referred to as NOI+)
for the MIC Period, and (ii) a target square feet leased for FRP-owned assets during the MIC Period. The targets were weighted
at 75% and 25% of the bonus pool, respectively, but an achievement in excess of one target (up to 25%) could be applied to eliminate
any corresponding deficit in meeting the other target. The maximum bonus pool (125%) was available upon the achievement of NOI+
of $17,775,878 and 79,292 square feet leased. The target NOI+ and square feet leased were $15,750,878 and 65,000, respectively,
which would have resulted in the achievement of 100% of the eligible bonus pool. The threshold NOI+ and square feet leased were
$15,010,878 and 52,000, respectively, which would have resulted in the achievement of 50% of the eligible bonus pool.
For
the 12-month MIC Period ending December 31, 2021, John D. Baker II and David H. deVilliers, Jr. were eligible to receive bonuses
in an amount of up to 125% of their base salaries, and David H. deVilliers III was eligible to receive a bonus in an amount of
up to 106.25% of his base salary. Bonuses were contingent upon the Company’s achievement of (i) a combined target representing
net operating income for all segments except for the mining segment, plus pre-tax cash and profit events (referred to as NOI+)
for the MIC Period, and (ii) a target square feet leased for FRP-owned assets during the MIC Period. The targets were weighted
at 70% and 30% of the bonus pool, respectively, but an achievement in excess of one target (up to 25%) could be applied to eliminate
any corresponding deficit in meeting the other target. The maximum bonus pool (125%) was available upon the achievement of NOI+
of $17,677,907 and 112,500 square feet leased. The target NOI+ and square feet leased were $16,764,760 and 90,000, respectively,
which would have resulted in the achievement of 100% of the eligible bonus pool. The threshold NOI+ and square feet leased were
$12,314,687 and 72,000, respectively, which would have resulted in the achievement of 50% of the eligible bonus pool.
For
the 12-month MIC Period ending December 31, 2020, John D. Baker II and David H. deVilliers, Jr. were eligible to receive bonuses
in an amount of up to 125% of their base salaries, and David H. deVilliers III was eligible to receive a bonus in an amount of
up to 100% of his base salary. Bonuses were contingent upon the Company’s achievement of (i) a combined target representing
net operating income for all segments except for the mining segment, plus pre-tax cash and profit events (referred to as NOI+)
for the MIC Period, and (ii) a target square feet leased for FRP-owned assets during the MIC Period. The targets were weighted
at 60% and 40% of the bonus pool, respectively, but an achievement in excess of one target (up to 25%) could be applied to eliminate
any corresponding deficit in meeting the other target. The maximum bonus pool (125%) was available upon the achievement of NOI+
of $12,698,822 and 100,000 square feet leased. The target NOI+ and square feet leased were $11,698,822 and 80,000, respectively,
which would have resulted in the achievement of 100% of the eligible bonus pool. The threshold NOI+ and square feet leased were
$10,100,949 and 64,000, respectively, which would have resulted in the achievement of 50% of the eligible bonus pool.
| (3) | The
components of “All Other Compensation” are as follows: |
Name |
Period |
401k
Matching Contributions |
Personal
Use of Company Car |
Medical(a) |
Misc.(b) |
|
|
|
|
|
|
John
D. Baker II |
2022 |
$9,150 |
— |
$24,320 |
$1,236 |
|
2021 |
$8,700 |
— |
$14,428 |
$572 |
|
2020 |
$8,550 |
— |
$23,543 |
$335 |
David
H. deVilliers, Jr. |
2022 |
$9,150 |
$4,656 |
$26,657 |
$1,236 |
|
2021 |
$8,700 |
$5,163 |
$16,475 |
$1,699 |
|
2020 |
$8,550 |
$7,410 |
$10,683 |
$1,270 |
David
H. deVilliers III |
2022 |
$9,150 |
$3,019 |
$41,009 |
$180 |
|
2021 |
$8,700 |
$3,319 |
$29,216 |
$180 |
|
2020 |
$8,550 |
$5,972 |
— |
$180 |
| (a) | The
amounts shown under this column represent benefits paid under our Medical Reimbursement
Plan, under which we reimburse certain officers for personal medical expenses not covered
by insurance. |
| (b) | The
amounts shown under this column represent payment of country club and social club dues
and purchase of tickets to sporting events on behalf of the named executive officers
and other miscellaneous reimbursed expenses. These club memberships and tickets generally
are maintained for business entertainment but may be used for personal use. The entire
amount has been included, although we believe that only a portion of this cost represents
a perquisite. |
Outstanding
Equity Awards at Fiscal Year-End
The
table below sets forth information relating to stock options held by the named executive officers as of December 31, 2022.
Name |
Option
Awards(1) |
Number
of Securities Underlying Unexercised Options (#) Exercisable |
Number
of Securities Underlying Unexercised Options (#) Unexercisable
|
Option
Exercise Price |
Option
Expiration Date |
|
|
|
|
|
John
D. Baker II
Chief
Executive Officer |
4,555 |
— |
$37.550 |
03/12/2027 |
6,670 |
— |
$44.50 |
12/05/2027 |
5,308 |
1,327 |
$45.97 |
12/04/2028
|
David
H. deVilliers, Jr.
President |
7,120 |
— |
$31.100 |
12/04/2023 |
7,040 |
— |
$31.150 |
12/06/2025 |
5,955 |
— |
$39.000 |
12/06/2026 |
6,670 |
— |
$44.500 |
12/05/2027 |
|
5,308 |
1,327 |
$45.97 |
12/04/2028
|
David
H. deVilliers III
VP
of Leasing, Acquisition & Development |
1,490 |
— |
$39.000 |
12/06/2026 |
1,575 |
— |
$44.500 |
12/05/2027 |
2,104 |
526 |
$45.97 |
12/04/2028
|
| (1) | All
stock options vest ratably over 5 years, commencing on the first anniversary of the grant
date, and have a term of 10 years. |
Deferred
Compensation Plan Benefits
David
H. deVilliers, Jr. is our only named executive officer who participates in the Company’s Management Security Plan (the “Management
Security Plan”). Mr. deVilliers has met the requisite years of service requirement under the Management Security Plan
and is entitled to the following benefits upon his retirement or death:
Triggering
Event
|
|
Annual
Benefit
|
Normal
Retirement at age 65 or older |
|
$247,200
during year 1 and $123,600 in subsequent years until his death. |
|
|
|
Death
of Participant after his Retirement |
|
Continuation
of annual benefit until the 15th anniversary of his retirement (or the earlier death of his designated beneficiary). |
|
|
|
Death
of Participant prior to his Retirement |
|
$247,200
during year 1 and $123,600 in subsequent years until the later of (i) the 15th anniversary of his death or (ii)
the date that he would have turned 65 (or in either case, the earlier death of his designated beneficiary). |
Severance
and Change of Control Agreements
On
December 5, 2007, the Company entered into a change-in-control agreement with David H. deVilliers, Jr. The agreement is a “double
trigger” agreement that will pay benefits to Mr. deVilliers, under certain circumstances, if he is terminated following
a change-in-control of the Company or a sale of a particular business unit. Mr. deVilliers’ agreement provides that if he
is terminated within 24 months following a change-in-control or a sale of his business unit other than for “cause”
or if he resigns following such event for “good reason,” the benefits under his Management Security Plan shall become
fully vested and the present value of such benefits shall be paid to him. In addition, Mr. deVilliers will become fully vested
in his stock options and restricted stock.
For
this purpose, cause is generally defined as (i) conviction for commission of a felony, (ii) willful misconduct or gross negligence
or material violation of policy resulting in material harm to his employer, (iii) repeated and continued failure by the executive
to carry out, in all material respects, the employer’s reasonable and lawful directions, or (iv) fraud, embezzlement, theft,
or material dishonesty. Good reason is generally defined as (i) a material reduction in compensation or benefits, (ii) a requirement
that the executive relocate, or (iii) any material diminution in the executive’s duties, responsibilities, reporting obligations,
title, or authority.
Pay
Versus Performance
In
accordance with the SEC’s disclosure requirements regarding pay versus performance, this section discusses the relationship
between executive compensation actually paid to our named executive officers and certain financial performance of the Company
for fiscal years 2022 and 2021.
PAY
VERSUS PERFORMANCE |
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
Year |
Summary
Compensation Table Total for Principal Executive Officer (“PEO”)(1) |
Compensation
Actually Paid to PEO(2) |
Average
Summary Compensation Table For Non-PEO Named Executive Officers (“NEOs”)(3) |
Average
Compensation Actually Paid To Non-PEO NEOs(4) |
Value
Of Initial Fixed $100 Investment Based On Total Shareholder Return(5) |
Net
Income(6) |
2022 |
$559,706 |
$620,316 |
$1,108,865 |
$1,170,444 |
$118 |
$4,565,000 |
2021 |
$694,950 |
$811,411 |
$1,054,051 |
$1,156,563 |
$127 |
$28,215,000 |
| (1) | The
amounts set forth in column (b) represent the amounts of total compensation reported
for John D. Baker II (our PEO) for each corresponding year in the “Total”
column of the Summary Compensation Table set forth in this proxy statement (the “SCT”).
See the section of this proxy statement entitled “Executive Compensation –
Summary Compensation Table”. |
| (2) | The
amounts set forth in column (c) represent the amount of “compensation actually
paid” to Mr. Baker, as computed in accordance with Item 402(v) of Regulation S-K.
These amounts do not reflect the actual amount of compensation paid to or earned by Mr.
Baker during fiscal years 2022 and 2021; rather, they reflect Mr. Baker’s total
compensation, as reported in the “Total” column of the SCT, after the following
adjustments: |
Adjustments
to Determine Compensation “Actually Paid” to PEO |
2022 |
2021 |
Deduction
for amounts reported under the “Stock Awards” column in the SCT |
($300,000) |
($300,000) |
Increase
for fair value of awards granted during year that remain unvested as of year-end(a) |
$293,591 |
$285,590 |
Increase
for fair value of awards granted during year that vested during year(a) |
$23,321 |
$31,732 |
Increase
for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and
unvested as of year-end(a) |
$64,141 |
$85,432 |
Increase/deduction
for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year(a) |
($3,855) |
$13,708 |
Deduction
of fair value of awards granted prior to year that were forfeited during year(a) |
($16,589) |
— |
Total
Adjustments: |
$60,610 |
$116,461 |
| (a) | The
yearly change in the market price of the Company’s common stock was used to adjust
the fair value of restricted stock grants. The yearly change in the market price of the
Company’s common stock and the change in the probable NOI performance was used
to adjust the fair value of the restricted stock grants and performance share awards
that are subject to the NOI performance condition. The fair values of outstanding stock
options were adjusted based on the yearly change in intrinsic value. |
| (3) | The
amounts set forth in column (d) represent the average of the amounts reported for our
named executive officers as a group (excluding John D. Baker II) in the “Total”
column of the summary compensation table. See the section of this proxy statement entitled
“Executive Compensation – Summary Compensation Table”. These
calculations include total compensation reported for Messrs. deVilliers Jr. and deVilliers
III for each of fiscal years 2022 and 2021. |
| (4) | The
amounts set forth in column (e) represent the amount of “compensation actually
paid” to our non-PEO NEOs (namely, Messrs. deVilliers Jr. and deVilliers III),
as computed in accordance with Item 402(v) of Regulation S-K. These amounts do not reflect
the actual amount of compensation paid to or earned by our non-PEO NEOs during fiscal
years 2022 and 2021; rather, they reflect the average total compensation of our non-PEO
NEOs, as reported in the “Total” column of the SCT, after the following adjustments: |
Adjustments
to Determine Compensation “Actually Paid” to Non-PEO NEOs |
2022 |
2021 |
Deduction
for amounts reported under the “Stock Awards” column in the SCT |
($300,000) |
($300,000) |
Increase
for fair value of awards granted during year that remain unvested as of year-end(a) |
$293,591 |
$285,590 |
Increase
for fair value of awards granted during year that vested during year(a) |
$23,321 |
$31,732 |
Increase
for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and
unvested as of year-end(a) |
$65,719 |
$75,619 |
Increase/deduction
for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year(a) |
($4,464) |
$9,571 |
Deduction
of fair value of awards granted prior to year that were forfeited during year(a) |
($16,589) |
— |
Total
Adjustments: |
$61,579 |
$102,512 |
| (b) | The
yearly change in the market price of the Company’s common stock was used to adjust
the fair value of restricted stock grants. The yearly change in the market price of the
Company’s common stock and the change in the probable NOI performance was used
to adjust the fair value of the restricted stock grants and performance share awards
that are subject to the NOI performance condition. The fair values of outstanding stock
options were adjusted based on the yearly change in intrinsic value. |
| (5) | Cumulative
total shareholder return represents the change in share price over the measurement period
(the beginning of fiscal year 2021 to the end of fiscal year 2022), assuming reinvestment
of all dividends. No dividends were issued in 2021 or 2022. |
| (6) | The
amounts set forth in column (g) reflects the net income of the Company during each of
fiscal year reported. |
Analysis
of the Information Presented in the Pay Versus Performance Tables
The
Company is focused on creating long-term value for shareholders by maximizing the value of its real estate holdings and making
strategic investments. Our projects typically take several years to come to fruition, and our net income may vary significantly
from year to year based on the status of those projects. Accordingly, we do not tie compensation specifically to net income; rather,
the Company’s MIC plan calculates bonuses based on net operating income, leased square feet and the achievement of specified
individual goals, and longer-term equity-based awards vest based on the aggregate net operating income of certain joint ventures.
From
2021 to 2022, our net income decreased approximately 84%, and “compensation actually paid” (as calculated pursuant
to Item 402(v) of Regulation S-K) to our PEO decreased approximately 24%. Average compensation actually paid to our non-PEO named
executive officers increased 1.2% year-over-year.
The
following chart reflects the relationship between “compensation actually paid” to our PEO and our non-PEO NEOs and
the Company’s total shareholder return over the period covering fiscal years 2021 and 2022. An integral part of our executive
compensation program is equity-based. The Company’s objective in granting equity-based awards is to align our executive
officers’ interests with those of our shareholders by providing a continuing incentive to maximize long-term value for shareholders
and encouraging long-term employment.
PROPOSAL
NO. 4: THE FREQUENCY PROPOSAL
In
accordance with Section 14A of the Exchange Act, we are proposing an advisory vote as to the frequency of future advisory votes
on executive compensation. This non-binding advisory vote is commonly referred to as “say-on-frequency.” Shareholders
may vote that the say-on-pay advisory vote should be held every one, two or three years.
The
FRP Board recognizes the value of shareholder feedback on a regular basis. Although our executive compensation programs are designed
to promote a long-term connection between pay and performance, compensation decisions are made annually. After careful consideration,
the FRP Board has determined that it is in the best interest of the Company and its shareholders to hold a say-on-pay vote each
year.
The
frequency of the say-on-pay vote (every one, two or three years) receiving the greatest number of votes will be considered the
frequency recommended by our shareholders. Although this is a non-binding advisory vote, the FRP Board values the opinions of
our shareholders and will take into account the outcome of the vote when considered the frequency of the say-on-pay vote.
The
FRP Board recommends that you select “ONE YEAR” as the frequency of the advisory say-on-pay vote.
SHAREHOLDER
PROPOSALS
Proposals
of shareholders intended to be included in the Company’s proxy statement and form of proxy relating to the annual meeting
of shareholders to be held in 2024 must be delivered in writing to the principal executive offices of the Company no later than
November 30, 2023. The inclusion of any proposal will be subject to the applicable rules of the SEC.
Except
for shareholder proposals to be included in the Company’s proxy materials, the deadline for nominations for directors submitted
by a shareholder is forty days before the next annual meeting, and for other shareholder proposals is February 1, 2024. Proposals
must be sent to the Secretary of the Company at our principal executive offices. Any notice from a shareholder nominating a person
as director must include certain additional information as specified in our Articles of Incorporation.
The
Company may solicit proxies in connection with next year’s annual meeting which confer discretionary authority to vote on
any shareholder proposals of which the Company does not receive notice by February 1, 2024.
DELIVERY
OF DOCUMENTS TO SHAREHOLDER SHARING AN ADDRESS
A
number of brokers with account holders who are FRP shareholder will be “householding” FRP’s proxy materials.
A single proxy statement will be delivered to multiple FRP shareholder sharing an address unless contrary instructions have been
received from the affected shareholder. Once you have received notice from your broker that they will be “householding”
communications to your address, “householding” will continue until you are notified otherwise or until you revoke
your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate
proxy statement, please notify your broker, direct your written request to FRP’s principal offices, Attention: Secretary,
or contact FRP’s Secretary by telephone at (904) 858-9100 and we will promptly deliver such separate copy. FRP’s principal
offices are located at 200 W. Forsyth Street, 7th Floor, Jacksonville, FL 32202. FRP shareholders who currently receive multiple
copies of the proxy materials at their address and would like to request “householding” of their communications should
contact their broker. In addition, upon written or oral request to the address or telephone number set forth above, we will promptly
deliver a separate copy of the proxy materials to any FRP shareholder at a shared address to which a single copy of the documents
was delivered.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
FRP
files annual, quarterly, and current reports, proxy statements, and other information with the SEC under the Exchange Act. You
may read and copy any of this information at the SEC’s public reference room at 100 F Street, NE, Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 or (202) 942-8088 for further information regarding the public reference room. The SEC also
maintains a website at www.sec.gov that contains reports, proxy statements, and other information regarding issuers, including
FRP, who file electronically with the SEC. The reports and other information filed by us with the SEC are also available at our
website. The address of the site is www.frpdev.com. The web addresses of the SEC and FRP have been included as inactive
textual references only. The information contained on those websites is specifically not incorporated by reference into this proxy
statement.
In
addition, the SEC allows us to disclose important information to you by referring you to other documents filed separately with
the SEC. This information is considered to be a part of this proxy statement, except for any information that is superseded by
information included directly in this proxy statement or incorporated by reference subsequent to the date of this proxy statement
as described below.
This
proxy statement incorporates by reference the documents listed below that we have previously filed with the SEC (other than, in
each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules). They contain important
information about FRP and its financial condition.
| ● | Our
Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on
March 20, 2023. |
To
the extent that any information contained in any report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed
with, the SEC by FRP, such information or exhibit is specifically not incorporated by reference.
In
addition, FRP incorporates by reference any future filings it may make with the SEC under Section 13(a), 13(c), 14, or 15(d) of
the Exchange Act after the date of this proxy statement and before the date of the annual meeting (excluding any current reports
on Form 8-K to the extent disclosure is furnished and not filed). Those documents are considered to be a part of this proxy statement,
effective as of the date they are filed. In the event of conflicting information in these documents, the information in the latest
filed document should be considered correct.
You
can obtain any of the other documents of FRP listed above from the SEC, through the SEC’s website at the address described
above, or from us directly by requesting them in writing or by telephone at the following addresses and telephone number:
FRP
Holdings, Inc.
200 W. Forsyth Street, 7th Floor,
Jacksonville, Florida 32202
Attn: Corporate Secretary
(904) 858-9100
If
you are an FRP shareholder and would like to request documents, please do so by 5:00 p.m. Eastern Daylight Time on April 24, 2023
to receive them before the annual meeting.
These
documents are available from FRP, without charge, excluding any exhibits to them, unless the exhibit is specifically listed as
an exhibit to the registration statement of which this proxy statement forms a part. You can also find information about FRP at
its website at www.frpdev.com. Information contained on this website is specifically not incorporated by reference into
this proxy statement.
This
document is a proxy statement of FRP for the annual meeting. We have not authorized anyone to give any information or make any
representation about FRP that is different from, or in addition to, the information or representations contained in this proxy
statement or in any of the materials that we have incorporated by reference into this proxy statement. Therefore, if anyone does
give you information or representations of this sort, you should not rely on it or them. This proxy statement is dated March 27,
2023. You should not assume that the information contained in this proxy statement is accurate as of any date other than that
date, unless the information specifically indicates that another date applies, and the mailing of this proxy statement to our
shareholders does not create any implication to the contrary.
TRANSACTION
OF OTHER BUSINESS
The
FRP Board knows of no other business to be presented for FRP shareholder action at the annual meeting. However, if other matters
do properly come before the annual meeting or any adjournment or postponements thereof, the FRP Board intends that the persons
named in the proxies will vote upon such matters in accordance with their best judgement.
By
Order of the Board of Directors,
John
D. Milton, Jr.
Executive
Vice President, Secretary, and General Counsel
Jacksonville,
Florida
March
27, 2023
WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN, DATE, AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE ANNUAL MEETING. THANK YOU FOR YOUR ATTENTION IN THIS
MATTER. YOUR PROMPT RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING.
ANNUAL MEETING OF SHAREHOLDERS OF
FRP HOLDINGS, INC.
May 10, 2023
NOTICE
OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, proxy statement and proxy card
are available at http://www.frpdev.com
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
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20730304000000000000 1
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THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL NOMINEES” UNDER PROPOSAL 1, “FOR”
PROPOSALS 2 AND 3 AND A FREQUENCY OF “1 YEAR” ON PROPOSAL 4. PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE
OR BLACK INK AS SHOWN HERE
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1. Election
of the seven director nominees listed below for a one-year term (the “Director Election Proposal”)
(the Board recommends a vote “FOR ALL NOMINEES”)
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NOMINEES:
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FOR
ALL NOMINEES
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John D. Baker II
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Charles E. Commander III
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WITHHOLD AUTHORITY FOR
ALL NOMINEES
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Martin E. Stein, Jr.
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John S. Surface
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Nicole B. Thomas
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FOR ALL EXCEPT (See
instructions below)
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William H. Walton III
Margaret B. Wetherbee
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INSTRUCTIONS: To
withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT”
and fill in the circle next to each nominee you wish to withhold, as shown here:
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To change the address on your account, please check the box at right and indicate your new address in the address space above.
Please note that changes to the registered name(s) on the account may not be submitted via this method.
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FOR
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2.
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Ratification
of the audit committee’s selection of FRP’s independent registered public
accounting firm, Hancock Askew & Co., LLP (the “Auditor Proposal”) (The
Board recommends a vote “FOR” this proposal).
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FOR
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ABSTAIN
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3.
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Approval
of, on an advisory basis, the compensation of FRP’s named executive officers (the
“Compensation Proposal”) (The Board recommends a vote “FOR”
this proposal).
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1
YEAR |
2
YEARS
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3
YEARS
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ABSTAIN
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4.
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Advisory
vote on frequency of advisory vote on executive compensation (The Board recommends a
vote for “1 YEAR” on this proposal).
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NOTE:
The proxies are authorized to vote in their discretion on such other business as may properly come before the meeting or any
adjournments thereof.
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Signature of Shareholder
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Date:
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Signature of Shareholder
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Date:
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Note:
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When
signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation,
please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please
sign in partnership name by authorized person.
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FRP
HOLDINGS, INC.
PROXY
SOLICITED BY BOARD OF DIRECTORS
FOR
THE ANNUAL MEETING OF SHAREHOLDERS CALLED FOR MAY 10, 2023.
The
undersigned hereby appoints John D. Baker II and John D. Milton, Jr. the attorneys, agents and proxies of the undersigned with
full power of substitution to vote all the shares of common stock of FRP Holdings, Inc. (the “Company”) which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held virtually on Wednesday, May 10,
2023 at 11:00 a.m. Eastern Daylight Time, and all adjournments thereof, with all the powers the undersigned would possess if then
and there personally present. To participate in the annual meeting, go to www.frpdev.com, click the Investors tab,
and then click the link titled “2023 Annual Shareholders Meeting”.
Shares
represented by properly executed and returned proxies will be voted at the meeting in accordance with the undersigned’s
directions or, if no directions are indicated, will be voted for all director nominees under the Director Election Proposal, for
the Auditor Proposal, for the Compensation Proposal, for a frequency of 1 YEAR under the Frequency Proposal, and if any other
matters properly come before the meeting, in accordance with the best judgment of the persons designated as proxies.
The
undersigned hereby revokes any proxy heretofore given with respect to the shares owned by the undersigned, acknowledges receipt
of the Notice and the Proxy Statement for the meeting accompanying this proxy, each dated March 27, 2023, and authorizes and confirms
all that the appointed proxies or their substitutes, or any of them, may do by virtue hereof.
(Continued
and to be signed on the reverse side)