Business Context and Reporting Period
This Form 8-K Current Report was filed by CTO Realty Growth, Inc. on July 29, 2020. The filing primarily addresses Item 5.02 regarding the appointment of certain officers and compensatory arrangements. Specifically, the Board of Directors approved a Second Amended and Restated Employment Agreement with John P. Albright, the Company's President and Chief Executive Officer, effective July 29, 2020.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation terms.
Material Changes
The material change reported is the execution of a new employment agreement for CEO John P. Albright, replacing the prior agreement dated May 20, 2015. Key terms of the new agreement include:
- Term: Initial one-year term ending July 29, 2021, with automatic one-year extensions unless notice of non-extension is given 60 days prior.
- Base Salary: Set at an annual rate of $565,000.
- Severance (Without Cause): 200% of then-current base salary paid in a lump sum 45 days after termination.
- Severance (Change in Control): 275% of then-current base salary plus the then-current annual target bonus, payable if terminated without cause or voluntarily terminated for good reason within 24 months of a change in control.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or management commentary on business operations. It does not disclose new risks or contingencies beyond the standard contractual obligations outlined in the employment agreement, such as non-competition and non-solicitation covenants effective for up to one year post-termination.
Investor Verification Checklist
- Verify the total potential cash liability for CEO severance under "Without Cause" and "Change in Control" scenarios based on the $565,000 base salary.
- Review the full text of the Employment Agreement (Exhibit 10.1) for specific definitions of "Cause," "Good Reason," and "Change in Control."
- Confirm the status of the 2017 Executive Annual Cash Incentive Plan and the 2010 Equity Incentive Plan referenced for bonus and equity eligibility.
- Check subsequent filings for any financial impact of this agreement on the Company's compensation expense.