Business Context and Reporting Period
This Form 8-K Current Report was filed by CTO Realty Growth, Inc. on May 29, 2024. The filing primarily addresses the appointment of a new Chief Financial Officer and the terms of his employment agreement.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. This report focuses exclusively on executive compensation and personnel changes.
Material Changes
The material change reported is the appointment of Philip R. Mays as Senior Vice President, Chief Financial Officer, and Treasurer, effective June 17, 2024. Upon his appointment, Lisa M. Vorakoun will resume her role as Senior Vice President and Chief Accounting Officer.
Guidance, Outlook, and Management Commentary
The filing details the compensation structure for the new CFO, Philip R. Mays:
- Base Salary: $375,000 annually, subject to review.
- Annual Incentive: Target opportunity of 75% of base salary for 2024 (pro-rated), with multipliers ranging from 50% (threshold) to 200% (maximum).
- Long-Term Equity: Eligible starting in fiscal year 2025 with a target award of 133% of base salary.
- Relocation: Reimbursement up to $15,000.
- Severance: 12 months of base salary if terminated without cause prior to June 17, 2029, or in connection with a change in control.
Mr. Mays brings experience as the former CFO of Cedar Realty Trust, Inc., and Shadowbox Studios.
Investor Verification Checklist
- Verify the effective start date of June 17, 2024, for the new CFO.
- Review the full Employment Agreement (Exhibit 10.1) for specific definitions of "cause," "good reason," and "change in control."
- Confirm the pro-rata calculation for the 2024 annual incentive based on days worked.
- Monitor future filings for the actual grant of the 2025 long-term equity award.