CTO REALTY GROWTH INC (CTO)
Sector: Real Estate
2026 Annual Meeting Analysis
CTO REALTY GROWTH INC · Meeting: June 17, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Albright has served as CEO and director since 2012; CTO's 3-year total return of +51.3% outperforms the peer group median by +31.8 percentage points, well below the 65-point threshold needed to trigger a negative vote, and no overboarding, attendance, or independence concerns apply.
Brokaw has served since 2018, brings M&A and financial expertise as Audit Committee chair, CTO's strong 3-year TSR outperformance well clears the peer-group threshold, and no overboarding (3 public boards), attendance, or independence concerns are present.
Drew joined in 2022, well within the period covered by CTO's strong 3-year TSR outperformance, brings deep real estate capital markets experience relevant to CTO's business, and no attendance, independence, or overboarding concerns are present.
Franklin has served as independent Chairman since 2016, is a CPA with extensive REIT accounting experience that is directly relevant to CTO's business, and CTO's TSR performance well exceeds the threshold required to trigger a negative vote.
Gable has served since 2018, brings real estate and land development expertise relevant to CTO, chairs the Governance Committee, and CTO's strong TSR outperformance against peers is well below the 65-point threshold needed to raise concern.
Haga has served since 2017, brings extensive credit and private equity investment experience, chairs the Compensation Committee, and CTO's 3-year TSR outperformance of +31.8 percentage points over peer median is comfortably below the 65-point trigger threshold.
All six directors receive a FOR vote. CTO's 3-year total shareholder return of +51.3% outperforms the compensation peer group median by +31.8 percentage points, well short of the 65-point threshold required to trigger a negative vote under the strong-positive-TSR tier. No director has overboarding issues, attendance problems, independence concerns, or familial relationships with management.
Say on Pay
✓ FORCEO
John P. Albright
Total Comp
$3,905,735
Prior Support
95.7%%
CEO total compensation of $3,905,735 is reasonable for a self-managed retail REIT with a market cap of approximately $641 million, with roughly 75% of pay structured as variable or at-risk compensation through performance stock awards tied to 3-year relative total shareholder return and an annual cash incentive plan with pre-set objective goals — well above the 50-60% variable pay threshold the policy requires. Pay-for-performance alignment is strong: CTO ranked 29th best-performing REIT on a 3-year basis and 11th on a 5-year basis in the MSCI US REIT Index, performance stock awards from 2023 vested at maximum due to top-tier relative TSR, and the prior Say-on-Pay vote received overwhelming 95.7% support, indicating no shareholder concern requiring remediation.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Grant Thornton LLP is a large national firm appropriate for CTO's market cap of approximately $641 million; auditor tenure is not disclosed in the proxy filing so the tenure trigger cannot fire per policy; no fee data table was provided in the filing excerpt so non-audit fee ratio cannot be calculated, and absent confirmed data triggering a negative vote, the default FOR applies.
Overall Assessment
CTO Realty Growth's 2026 annual meeting presents a clean ballot: all six directors receive FOR votes supported by strong 3-year and 5-year TSR outperformance versus the compensation peer group, the Say-on-Pay program earns a FOR vote based on a well-structured variable pay program with genuine performance conditions and 95.7% prior-year shareholder support, and auditor ratification receives a FOR vote from Grant Thornton LLP, a large national firm appropriate for the company's size. The equity plan amendment is outside the scope of this policy and no determination is made on Proposal 4.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing