PINE-PA Shareholders to Vote on Board, Pay, and Auditor
Filing Summary
🧾 What This Document Is — Your Invitation to Vote
This is Alpine Income Property Trust's (ticker: PINE-PA) official "DEF 14A" proxy statement. Think of it as a detailed agenda and voter guide for the company's annual shareholder meeting. Its purpose is to give you all the information you need to vote on important company matters.
📅 The Big Meeting: Thursday, May 21, 2026, at 3:00 p.m. Eastern Time.
💻 Format: Online only (no physical location).
🗓️ Record Date: You must have been a shareholder by March 19, 2026, to vote.
🗳️ The 3 Things You're Voting On
Shareholders will vote on three key proposals at the meeting:
- Proposal 1: Elect 5 Directors. Vote to re-elect John P. Albright, Rachel Elias Wein, M. Carson Good, Andrew C. Richardson, and Brenna A. Wadleigh to the board for one-year terms.
- Proposal 2: "Say-on-Pay" Vote. A non-binding advisory vote to approve the compensation of the company's named executive officers for 2025.
- Proposal 3: Ratify the Auditor. Vote to approve Grant LLP as the independent accounting firm for 2026.
👉 Board's Recommendation: The board unanimously recommends you vote "FOR" all three proposals.
👥 Meet the Board & Leadership
The board nominees are a mix of company leadership and independent directors:
| Name | Role | Key Background |
|---|---|---|
| John P. Albright (60) | CEO & Director | Also CEO of CTO (the external manager's parent company). |
| Rachel Elias Wein (47) | Independent Director | Founder of real estate consultancy WeinPlus. Chair of Compensation Committee. |
| M. Carson Good (64) | Independent Director | President of private real estate investment firm Good Capital Group. |
| Andrew C. Richardson (59) | Chairman & Independent Director | CEO of real estate asset manager RCM Living. Chair of Audit Committee. |
| Brenna A. Wadleigh (53) | Independent Director | CEO of real estate developer N3 Real Estate. |
Why it matters: The board emphasizes independence (4 of 5 are independent) and diverse real estate/finance expertise. All directors are elected annually, giving shareholders direct control.
💰 Executive Compensation: An External Management Setup
Alpine is externally managed by Alpine Income Property Manager, LLC (the "Manager"), a subsidiary of CTO Realty Growth (CTO). This means Alpine itself has no employees.
- How it works: Alpine pays the Manager a base management fee (0.375% per quarter of total equity). For 2025, this fee totaled $4.4 million.
- Executive Pay: The CEO and other executives are actually employees of CTO. Their ~$1.4 million in total 2025 cash compensation was paid by CTO, not Alpine. This represented ~31% of the fee Alpine paid to the Manager.
- No Bonuses Earned: The Manager had the chance to earn an incentive fee if Alpine's total return beat an 8% annual hurdle. No incentive fee was earned in 2025.
- No Equity Awards Granted: The Compensation Committee did not grant any stock awards to the Manager or its employees in 2025.
🏛️ Corporate Governance & Policies
Alpine highlights several shareholder-friendly practices:
- No "Poison Pill": The company does not have a stockholder rights plan.
- Director Stock Ownership: Directors must own stock worth at least 5x their annual equity compensation (min. 5,000 shares).
- Anti-Hedging & Pledging: Directors and executives are prohibited from hedging company stock or pledging it as loan collateral.
- Annual Board Elections: All directors stand for election every year.
- Stockholder Power: Stockholders can amend the company's bylaws.
💸 Director Pay for 2025
Non-employee directors are compensated for their service:
- Annual Cash Retainer: $50,000 (paid in cash or stock).
- Annual Equity Retainer: $70,000 (paid in stock).
- Chairman Supplement: $30,000 cash.
- Total 2025 Director Compensation: $509,874 (for all non-employee directors combined).
📞 Shareholder Resources & Voting
- How to Vote: By telephone, internet, or mail. You can also vote during the virtual meeting.
- Meeting Access: www.meetnow.global/MYDK7YM
- Materials & Help:
- View materials: www.edocumentview.com/PINE
- Request copies: 1-386-274-2202 or [email protected]
- Transfer Agent (Computershare): 1-800-962-4284 or www.computershare.com/investor
🧠 The Analogy
Investing in Alpine is like owning a share in a specialized real estate investment club. The club hires a full-time, professional management company (the Manager, owned by CTO) to handle all operations and decisions. This proxy statement is your annual club meeting packet, where you get to vote on who sits on the club's oversight committee (the Board) and approve the management company's general plan and auditor.
🧩 Final Takeaway
Alpine Income Property Trust operates with an external management structure, paying fees to CTO for all services. For the upcoming annual meeting, shareholders are asked to re-elect the entire experienced board and approve standard items like auditor ratification and executive compensation. The key governance feature is a board composed primarily of independent directors elected annually by shareholders.