DEF: CTO Realty Growth Sets June 17 Annual Meeting

CTO Realty Growth, Inc. has announced its 2026 Annual Meeting of Stockholders will be held virtually on June 17, 2026, with key proposals including director elections and equity plan approval.

Summary

• CTO Realty Growth, Inc. is holding its 2026 Annual Meeting of Stockholders on June 17, 2026, exclusively online.
• The meeting agenda includes the election of six directors, ratification of Grant Thornton LLP as the independent auditor for fiscal year 2026, an advisory vote to approve executive compensation, and approval of the Sixth Amended and Restated 2010 Equity Incentive Plan.
• Stockholders of record as of April 16, 2026, are entitled to vote.
• The company highlights its 2025 performance, including acquisitions totaling $144.9 million, $21.0 million in structured investments, and a 4.4% increase in shopping center same-property NOI.
• Executive compensation for 2025 saw payouts at 150% of target for Named Executive Officers (NEOs) due to strong performance, with 75% of the CEO's compensation being at-risk.
• The company is seeking to increase the share pool under its equity incentive plan by 1,250,000 shares, extending its term and updating limits.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively due to strong operational performance in 2025 and a well-structured executive compensation plan that aligns management with shareholder interests, despite a slight underperformance in short-term TSR compared to peers.

Positives

• Successful 2025 performance with acquisitions and investments at favorable return rates.
• 4.4% increase in shopping center same-property Net Operating Income (NOI) for 2025.
• Leased occupancy reached 95.9% at year-end 2025.
• Executive compensation payouts were strong, with NEOs earning 150% of target for 2025.
• CEO's compensation is heavily weighted towards performance-based incentives (75% at risk).
• The company has a robust corporate governance structure with an independent board and committees.
• The proposed equity incentive plan includes strong governance features like minimum vesting and no repricing.
• The company's three-year and five-year total annualized TSR has outperformed the MSCI US REIT Index and its compensation peer group.

Negatives

• The company's Total Stockholder Return (TSR) for 2025 was 1.7%, which underperformed its peer group average for the same period.
• While performance was strong, the filing notes that the Annual Incentive Plan payout for 2025 was midway between target and outperform/maximum levels for the objective metrics.

Risks

• The company's ability to attract and retain talent may be impacted if the proposed equity incentive plan is not approved, potentially leading to a competitive disadvantage.
• The filing mentions that two peer group companies are no longer publicly traded or have agreements to cease being publicly traded, which could affect future benchmarking, though they are still being used for early 2026 compensation benchmarking.
• The company's stock price performance in 2025 (1.7% TSR) was lower than its peer group average, which could impact future equity award valuations and employee motivation if not improved.

Future Outlook

The company's ability to attract, motivate, and retain qualified personnel is critical, and the proposed Sixth Amended and Restated 2010 Equity Incentive Plan aims to support this by increasing the share pool and extending the plan's term. The company anticipates the additional shares will last approximately three to five years.

Management Comments

• "The virtual nature of the meeting will enable us to increase stockholder accessibility, while improving meeting efficiency and reducing costs."
• "We believe that our compensation program effectively links pay with performance, and aligns managements interests with the interests of the Companys stockholders."
• "Our 2025 proved to be a successful year of continued progress towards accomplishing the Companys long term business objectives."
• "We are very pleased with the Companys 2025 results and our management teams performance."
• "We believe that our success over the long run has been the result of the diverse backgrounds and perspectives of our employees and directors."
• "We are asking our stockholders to indicate their support for our NEO compensation as described in this proxy statement."

Industry Context

StockSavvy.ai notes that CTO Realty Growth's focus on retail and mixed-use properties in high-growth markets aligns with broader REIT industry trends seeking stable income and capital appreciation. The company's performance metrics, such as Same-Property NOI growth and occupancy rates, are key indicators within the real estate sector. The compensation structure, emphasizing at-risk and performance-based awards, is also consistent with industry best practices for aligning management with shareholder interests.

Comparison to Industry Standards

• The company's three-year and five-year annualized Total Stockholder Return (TSR) of 9.2% and its outperformance relative to the MSCI US REIT Index and its compensation peer group indicate strong long-term value creation.
• The executive compensation structure, with a significant portion (75% for the CEO) being at-risk and performance-based, aligns with industry standards for incentivizing management.
• The proposed increase in equity available under the incentive plan and the updated limits are in line with typical practices for REITs to remain competitive in talent acquisition and retention.
• The company's burn rate of 0.68% over three years is considered modest and indicates a conservative approach to equity dilution compared to many industry peers.

Corporate Governance

Related Party Transactions

• The company made a $10.0 million preferred equity investment in a subsidiary of Seaport Entertainment Group Inc. (SEG), where Matthew M. Partridge, former SVP, CFO & Treasurer of CTO Realty Growth, is now President and CEO of SEG.
• An affiliate of Alpine originated a $24.0 million loan secured by a portfolio of assets owned by a third party. CTO Realty Growth entered into an asset management agreement and a revenue sharing agreement with Alpine for this portfolio.
• CTO Realty Growth originated a $43.5 million loan (later modified to $59.45 million) secured by a development project, with Alpine originating a separate loan for a portion of the collateral.
• The company has an exclusivity and right of first offer agreement with Alpine, and a management agreement under which CTO Realty Growth manages Alpine's day-to-day operations, receiving management fees and incentive compensation.

Stakeholder Impact

• Shareholders will vote on key proposals that affect board composition, executive compensation, and future equity awards, directly impacting their investment.
• Employees, particularly NEOs, are incentivized through performance-based equity and cash awards, with the proposed equity plan aiming to enhance retention.
• The company's commitment to community involvement and employee wellness is highlighted, suggesting a positive impact on employees and the communities in which it operates.

Next Steps

• Stockholders to vote on director nominees, auditor ratification, executive compensation, and the equity incentive plan at the June 17, 2026 Annual Meeting.
• The company will file a Form 8-K within four business days after the Annual Meeting to disclose voting results.

Key Dates

Recommendation

The company demonstrates solid operational performance and a commitment to aligning executive compensation with shareholder interests. However, the modest TSR in 2025 relative to peers and the need for shareholder approval of the equity plan suggest a 'hold' rating, pending further performance improvements and successful implementation of strategic initiatives.

Keywords

CTO Realty Growth, Proxy Statement, Annual Meeting, Director Election, Executive Compensation, Equity Incentive Plan, Grant Thornton LLP, REIT, Corporate Governance, Stockholder Meeting