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As Of Filer Filing For·On·As Docs:Size 3/26/24 FRP Holdings, Inc. 10-K 12/31/23 98:11M |
Document/Exhibit Description Pages Size
1: 10-K Frph Form 10K HTML 2.22M
7: 10-K Complimentary PDF -- frph10k23 PDF 2.08M
8: EX-21.1 Subsidiaries List HTML 42K
9: EX-23 Consent of Independent Registered Public HTML 23K
Accounting Firm
14: EX-96 Clawback Policy HTML 34K
12: EX-31 Cao Certification HTML 27K
10: EX-31 CEO Certification HTML 27K
11: EX-31 CFO Certification HTML 27K
13: EX-32 Certification Under Section 906 of the HTML 27K
Sarbanes-Oxley Act of 2002
15: R1 Cover HTML 95K
16: R2 Conolidated Statements of Income HTML 122K
17: R3 Consolidated Statements of Comprehensive Income HTML 56K
18: R4 Consolidated Statements of Comprehensive Income HTML 29K
(Parenthetical)
19: R5 Consolidated Balance Sheets HTML 145K
20: R6 Consolidated Balance Sheets (Parenthetical) HTML 34K
21: R7 Consolidated Statements of Cash Flows HTML 123K
22: R8 Consolidated Statements of Shareholders' Equity HTML 129K
23: R9 Accounting Policies HTML 64K
24: R10 Investments in Joint Ventures HTML 250K
25: R11 Related Party Transactions HTML 32K
26: R12 Debt HTML 46K
27: R13 Leases HTML 36K
28: R14 Earnings per Share HTML 44K
29: R15 Stock-Based Compensation Plans HTML 157K
30: R16 Income Taxes HTML 84K
31: R17 Employee Benefits HTML 31K
32: R18 Business Segments HTML 95K
33: R19 Fair Value Measurements HTML 32K
34: R20 Contingent Liabilities HTML 37K
35: R21 Commitments HTML 28K
36: R22 Concentrations HTML 28K
37: R23 Unusual or Infrequent Items Impacting Results HTML 28K
38: R24 Intangible Assets HTML 43K
39: R25 Contributions from partner HTML 31K
40: R26 Subsequent Events HTML 41K
41: R27 Accounting Policies (Policies) HTML 108K
42: R28 Investments in Joint Ventures (Tables) HTML 256K
43: R29 Debt (Tables) HTML 31K
44: R30 Leases (Tables) HTML 31K
45: R31 Earnings per Share (Tables) HTML 40K
46: R32 Stock-Based Compensation Plans (Tables) HTML 143K
47: R33 Income Taxes (Tables) HTML 86K
48: R34 Business Segments (Tables) HTML 89K
49: R35 Intangible Assets (Tables) HTML 42K
50: R36 Subsequent Events (Tables) HTML 39K
51: R37 Accounting Policies (Details Narrative) HTML 54K
52: R38 Company?s investments in unconsolidated joint HTML 98K
ventures (Details)
53: R39 Investments in Multifamily Joint Ventures as of HTML 126K
December 31, 2023 (Details)
54: R40 Investments in Joint Ventures as of December 31, HTML 107K
2023 (Details)
55: R41 Investments in Multifamily Joint Ventures as of HTML 126K
December 31, 2022 (Details)
56: R42 Investments in Joint Ventures as of December 31, HTML 107K
2022 (Details)
57: R43 Bryant Street Partnerships (Details) HTML 66K
58: R44 Greenville Partnerships (Details) HTML 66K
59: R45 Verge Partnership (Details) HTML 66K
60: R46 Investments in Joint Ventures (Details Narrative) HTML 29K
61: R47 Related Party Transactions (Details Narrative) HTML 26K
62: R48 Debt (Details) HTML 36K
63: R49 Debt (Details Narrative) HTML 97K
64: R50 Carrying value of property owned by the Company HTML 33K
which is leased or held for lease to others
(Details)
65: R51 Leases (Details Narrative) HTML 39K
66: R52 Basic and diluted earnings per common share HTML 57K
(Details)
67: R53 Earnings per Share (Details Narrative) HTML 31K
68: R54 Stock compensation expense (Details) HTML 43K
69: R55 Summary of changes in outstanding options HTML 66K
(Details)
70: R56 Stock options outstanding (Details) HTML 48K
71: R57 Changes in restricted stock awards (Details) HTML 71K
72: R58 Stock-Based Compensation Plans (Details Narrative) HTML 93K
73: R59 Provision for income tax expense (Details) HTML 34K
74: R60 Provision for income taxes (Details) HTML 36K
75: R61 Income tax reconciliation (Details) HTML 33K
76: R62 Temporary tax differences (Details) HTML 47K
77: R63 NOL Carryovers (Details) HTML 27K
78: R64 Income Taxes (Details Narrative) HTML 31K
79: R65 Employee Benefits (Details Narrative) HTML 34K
80: R66 Company?s business segments (Details) HTML 66K
81: R67 Identifiable net assets (Details) HTML 49K
82: R68 Business Segments (Details Narrative) HTML 34K
83: R69 Fair Value Measurements (Details Narrative) HTML 33K
84: R70 Contingent Liabilities (Details Narrative) HTML 38K
85: R71 Commitments (Details Narrative) HTML 29K
86: R72 Concentrations (Details Narrative) HTML 32K
87: R73 Unusual or Infrequent Items Impacting Results HTML 29K
(Details Narrative)
88: R74 Acquired lease intangibles (Details) HTML 32K
89: R75 Estimated aggregate amortization from acquired HTML 35K
lease intangibles (Details)
90: R76 Intangible Assets (Details Narrative) HTML 29K
91: R77 Contributions from partner (Details Narrative) HTML 43K
92: R78 Historical earnings per share and the pro forma HTML 40K
earnings per share (Details)
93: R79 Subsequent Events (Details Narrative) HTML 31K
95: XML IDEA XML File -- Filing Summary XML 170K
98: XML XBRL Instance -- frph10k23_htm XML 2.41M
94: EXCEL IDEA Workbook of Financial Report Info XLSX 167K
2: EX-101.CAL XBRL Calculations -- frph-20231231_cal XML 186K
3: EX-101.DEF XBRL Definitions -- frph-20231231_def XML 624K
4: EX-101.LAB XBRL Labels -- frph-20231231_lab XML 1.02M
5: EX-101.PRE XBRL Presentations -- frph-20231231_pre XML 974K
6: EX-101.SCH XBRL Schema -- frph-20231231 XSD 189K
96: JSON XBRL Instance as JSON Data -- MetaLinks 432± 639K
97: ZIP XBRL Zipped Folder -- 0000844059-24-000018-xbrl Zip 403K
WRITTEN CONSENT TO CORPORATE ACTION
OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS OF
FRP HOLDINGS, INC.
The undersigned, constituting all of the members of the Compensation Committee (the “Committee”) of the Board of Directors of FRP Holdings, Inc., a Florida corporation (the “Company”), do hereby adopt the following resolutions, all pursuant to Section 607.0821 of the Florida Business Corporation Act, without necessity of a formal meeting:
WHEREAS, the Securities and Exchange Commission as adopted a rule requiring the national securities exchanges to adopt new listing standards requiring listed companies to adopt policies requiring the recovery or clawback of erroneously awarded incentive compensation from current and former executive officers;
WHEREAS, the proposed listing standards and the new SEC rule include requirements not addressed in the Company’s current clawback policy and the undersigned have reviewed the attached Clawback Policy prepared by counsel to the Company and have determined that it is in the best interest of the Company to adopt such proposed Clawback Policy;
BE IT RESOLVED, that the Clawback Policy attached hereto be, and hereby is, adopted and approved effective upon the effective date of this Written Consent; and
FURTHER RESOLVED, that the officers of the Company are hereby authorized and directed to take any such actions and execute any such documents as are necessary or appropriate to effect the foregoing resolutions and to implement the Clawback Policy.
IN WITNESS WHEREOF, the undersigned have adopted this Written Consent to Corporate Action of the Compensation Committee of the Board of Directors of FRP Holdings, Inc.
Date:
Charles E. Commander III
Date:
Martin E. Stein, Jr.
Date:
John S. Surface
Date:
Nichole B. Thomas
Date:
William H. Walton III
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FRP HOLDINGS, INC.
EXECUTIVE OFFICER COMPENSATION CLAWBACK POLICY
| I. | Defined Terms. |
For purpose of this Policy, the following terms have the following meanings:
“Committee” means the Compensation Committee of the Board of Directors of the Company.
“Company” means FRP Holdings, Inc., a Florida corporation.
“Covered Executive Officer” means any current or former Executive Officer of the Company.
“Equity Incentive Compensation” means any stock options, stock appreciation rights, restricted stock, restricted stock units, long-term incentive plan units or other similar awards granted, vested or accrued under any Company plan or agreement and payable to a Covered Executive Officer that is granted, earned or vested wholly or in part based on the attainment of Financial Reporting Measures of the Company and its consolidated subsidiaries, including proceeds received from the sale of shares of acquired through an incentive plan that were granted or vested based wholly or in part on satisfying a financial reporting measure performance goal.
“Executive Officer” means an officer as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended.
“Executive Compensation Arrangement” means any plan or agreement pursuant to which the Company compensates a Covered Executive Officer through Incentive Compensation on or after the date of adoption of this Policy.
“Financial Reporting Measure” means a measure that is determined and presented in accordance with the accounting principles used in preparing financial statements and any measures derived from such measures, including non-GAAP financial measures and measures not presented in the Company’s financial statements or filings with the Securities and Exchange Commission or measures based on the Company’s stock price or total shareholder return.
“Incentive Compensation” means Equity Incentive Compensation and Non-Equity Incentive Compensation.
“Non-Equity Incentive Compensation” means any variable cash compensation paid to a Covered Executive Officer based upon the financial results of the Company and its consolidated subsidiaries.
“Policy” means this Executive Officer Compensation Clawback Policy.
| II. | Clawback Policy. |
A. If the Company is required to prepare an accounting restatement (including a restatement to correct an immaterial error to prior period financial statements that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period) due to material noncompliance with any financial reporting requirement under the securities laws, then each Covered Executive Officer shall be required to forfeit or recover, as applicable, that portion of the unvested, vested, unpaid or paid Incentive Compensation received by or paid to such Covered Executive Officer preceding the publication of the restated financial statements that the Committee determines was in excess of the amount that such Covered Executive Officer would have received or been paid had such Incentive Compensation been calculated based upon the financial results reported in the restated financial statements.
B. Recovery by the Company of incentive-based compensation subject to the clawback will be mandatory and shall be recovered reasonably promptly unless the Committee determines that recovery is “impracticable” for one of the following three reasons: (i) after the Company has made a reasonable attempt to recover such compensation, documented such attempt and provided the documentation to its national securities exchange, the direct expense paid to a third party to assist in enforcing the policy would exceed the amount to be recovered; (ii) recovery would violate existing law and the Company has provided to its national securities exchange an opinion to that effect; or (iii) recovery would likely cause an otherwise tax-qualified, broad-based retirement plan to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended. Recoupment of Incentive Compensation may be made in any reasonable manner as determined by the Committee in its sole discretion.
| III. | General. |
A. Notwithstanding anything in this Policy to the contrary, it is intended that this Policy comply with, and that the Committee seek to administer this Policy in compliance with, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended, the Sarbanes Oxley Act of 2002, as amended, all applicable rules and regulations of the Securities and Exchange Commission and applicable listing standards and all other applicable law. If any of the foregoing laws, rules and regulations are hereafter amended, the Committee shall administer and interpret this Policy in accordance with such amended laws, rules and regulations until such time as this Policy is amended to conform to such amended laws, rules and regulations.
B. The rights to recoupment set forth in this Policy are in addition to any other rights that the Company may have against any Covered Executive Officer, including, without limitation, any remedies at law or in equity. Application of this Policy does not preclude the Company from taking any other action to enforce a Covered Executive Officer’s obligations to the Company, including termination of employment or institution of civil or criminal proceedings.
C. This Policy shall be administered by the Committee which shall have sole discretion as to when and how to seek recovery from a Covered Executive Officer.
D. The Company shall take all reasonable appropriate steps to inform Covered Executive Officers of this Policy so that this Policy shall be enforced to the fullest extent legally permissible.
E. This Policy will apply to compensation paid to or received by Covered Executive Officers during the three fiscal years preceding the date on which the Company is required to prepare the accounting restatement.
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/19/21 FRP Holdings, Inc. 10-K 12/31/20 94:13M 4/06/20 FRP Holdings, Inc. 8-K:5,8,9 3/31/20 2:210K 11/09/17 FRP Holdings, Inc. 10-Q 9/30/17 58:4.1M 2/13/17 FRP Holdings, Inc. S-8 2/13/17 4:218K Nelson Mullins R… LLP/FA 8/05/15 FRP Holdings, Inc. 10-Q/A 3/31/15 66:6M 5/08/15 FRP Holdings, Inc. 10-Q 3/31/15 63:5.9M 12/05/14 FRP Holdings, Inc. S-8 POS 12/05/14 4:248K Quality EDGAR So… LLC/FA 2/06/08 FRP Holdings, Inc. 10-Q 12/31/07 11:205K 1/03/06 FRP Holdings, Inc. DEF 14A 1/03/05 2:962K McGuirewoods LLP |