Sector: Real Estate
FRP HOLDINGS INC · Meeting: May 12, 2026
Directors FOR
0
Directors AGAINST
9
Say on Pay
FOR
Auditor
FOR
The Director Election Proposal
Against Analysis
Director since 1986 and former CEO; FRPH's 3-year price return is -24.9%, underperforming the XLRE ETF benchmark by 56.9 percentage points, well above the 30-point threshold for negative absolute TSR — the trigger fires; the 5-year return of -13.0% also underperforms XLRE's 3-year return, so the 5-year mitigant does not apply; additionally, he is the father of CEO John D. Baker III, creating a familial relationship to senior management that is an independent basis for an AGAINST vote.
Appointed CEO and director on May 8, 2024 — approximately 23 months before the meeting date of May 12, 2026 — which is just within the 24-month new-director exemption window; however, as CEO he bears executive accountability for performance; FRPH's 3-year stock price fell 24.9% while the XLRE ETF rose 32.0%, a gap of 56.9 percentage points far exceeding the 30-point trigger threshold for negative absolute TSR; because his tenure as director is just at the boundary of 24 months, we flag but note shareholders should weigh his very limited tenure as a mitigating factor.
Director since March 6, 2024 — approximately 26 months before the May 2026 meeting — just outside the 24-month new-director exemption; FRPH's 3-year price return is -24.9% versus XLRE's +32.0%, a gap of 56.9 percentage points exceeding the 30-point threshold for negative absolute TSR; his tenure covers the most recent portion of the underperformance period, which is noted as partial mitigation, but the trigger still fires.
Director since March 6, 2024 — approximately 26 months before the May 2026 meeting — just outside the 24-month new-director exemption; FRPH's 3-year price return is -24.9% versus XLRE's +32.0%, a gap of 56.9 percentage points exceeding the 30-point threshold; tenure covers only the most recent portion of the underperformance, noted as partial mitigation, but the trigger still fires.
Director since 1992; FRPH's 3-year price return is -24.9% versus XLRE's +32.0%, a gap of 56.9 percentage points far exceeding the 30-point trigger threshold for negative absolute TSR; with over 30 years of tenure he bears full accountability for the underperformance period, and the 5-year return of -13.0% does not provide relief against the ETF benchmark, so the 5-year mitigant does not apply.
Director since April 1, 2022 — over three years of tenure; FRPH's 3-year price return is -24.9% versus XLRE's +32.0%, a gap of 56.9 percentage points exceeding the 30-point trigger threshold; his full tenure overlaps the 3-year underperformance period so the trigger applies without a new-director exemption.
Director since April 1, 2022 — over three years of tenure; FRPH's 3-year price return is -24.9% versus XLRE's +32.0%, a gap of 56.9 percentage points exceeding the 30-point trigger threshold; her full tenure overlaps the 3-year underperformance period so the trigger applies without a new-director exemption.
Director since 2015 — over a decade of tenure; FRPH's 3-year price return is -24.9% versus XLRE's +32.0%, a gap of 56.9 percentage points far exceeding the 30-point trigger threshold; long-tenured director bears full accountability for the underperformance period, and the 5-year return of -13.0% also underperforms, so the 5-year mitigant does not apply.
Director since 2019; FRPH's 3-year price return is -24.9% versus XLRE's +32.0%, a gap of 56.9 percentage points exceeding the 30-point trigger threshold; additionally, she is the niece of Executive Chairman John D. Baker II and cousin of CEO John D. Baker III, representing a familial relationship to senior management that is an independent basis for an AGAINST vote.
For Analysis
All nine director nominees receive an AGAINST vote determination. The company's stock has fallen approximately 25% over the past three years while the real estate sector ETF (XLRE) gained 32%, a gap of nearly 57 percentage points that far exceeds the 30-point threshold required to trigger an AGAINST vote under our policy for companies with negative absolute 3-year returns. Two directors — John D. Baker II (father of the CEO) and Margaret B. Wetherbee (niece of the Executive Chairman and cousin of the CEO) — also trigger the familial relationship flag independently. The Baker family's deep interconnections across the board and management team are a governance concern alongside the sustained stock underperformance.
CEO
John D. Baker III
Total Comp
$1,181,300
Prior Support
N/A
The CEO's total reported compensation of $1,181,300 is modest for a real estate company of any size and is well within reasonable benchmarks for a CEO at a $427 million market-cap company — the proxy itself notes the CEO receives below-market pay in light of his family's significant ownership stake. The pay program includes meaningful performance conditions: annual cash bonuses are tied to measurable net operating income and leasing targets, and the largest equity awards (stock options and long-term incentive restricted stock) are subject to multi-year NOI performance hurdles before they vest, so pay is not simply handed to executives regardless of outcomes. The company also has a formal clawback policy that allows recovery of incentive pay in the event of a financial restatement, satisfying that governance requirement.
Auditor
Baker Tilly US, LLP
Tenure
N/A
Audit Fees
$669,928
Non-Audit Fees
$0
The proxy discloses that no auditor ratification proposal is being submitted at this meeting — the Audit Committee has not yet selected a firm for 2026 and intends to seek ratification at a future meeting once its evaluation is complete; accordingly, there is no auditor ratification vote to evaluate at this annual meeting. For informational purposes, 2025 fees paid to Baker Tilly (which acquired the prior auditor Hancock Askew during 2025) were entirely audit fees of $669,928 with zero non-audit fees, a 0% non-audit ratio that would comfortably satisfy our policy threshold of 50% or below.
The 2026 FRP Holdings annual meeting features three substantive votes: director elections, an equity plan approval, and an advisory say-on-pay vote. All nine director nominees receive an AGAINST vote determination due to severe stock underperformance — FRPH's shares have lost roughly 25% over three years while the real estate sector ETF (XLRE) gained 32%, a 57-percentage-point gap that far exceeds our policy trigger; two directors also trigger an additional flag for familial relationships to the CEO, and the Say-on-Pay vote receives a FOR determination because CEO pay is modest, performance-linked, and supported by a clawback policy.
