Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-05-20

FRP Holdings, Inc. (FRPH)

Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$1,230,213
David deVilliers III total, FY2025
Chief Operating Officerhighest-paid officer; CEO John Baker III: $1,181,300
CEO (John Baker III) pay percentile vs peers
CEO-to-median pay ratio
97.74%
Say-on-pay support, latest vote
Companies that benchmark against FRPH
2 companies name FRPH as a compensation peer

Each company listed discloses FRPH in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named FRPH in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
David deVilliers III$411,000$0$392,000$0$378,120$0$49,093$1,230,213
Chief Operating Officer
John Baker III411,000031,500350,000378,120010,6801,181,300
Chief Executive Officer starting May 8, 2024
Matthew McNulty305,0000385,7500168,360013,404872,514
Chief Financial Officer starting May 31, 2024

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY20242025
David deVilliers III$1,230,213
John Baker III1,181,300
Matthew McNulty872,514

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
John S. SurfaceDirector2026-05-14A4,671$21$100,006CommonForm 4 ↗
Margaret B. WetherbeeDirector2026-05-14A4,67121100,006CommonForm 4 ↗
Martin E. Stein, JrDirector2026-05-14A4,67121100,006CommonForm 4 ↗
Nicole B. ThomasDirector2026-05-14A4,67121100,006CommonForm 4 ↗
Matthew S. McAfeeDirector2026-05-14A4,67121100,006CommonForm 4 ↗
William H. Walton IIIDirector2026-05-14A4,67121100,006CommonForm 4 ↗

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
David deVilliers IIIRSA2,191$60,000
David deVilliers IIIPSA4,566125,000
03b

Vehicle mix — grant-date fair value by award type

Grant-level vehicle detail not disclosed.

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
John Baker IIIRSU2,817$65,964
05

Incentive-plan design — the Compensation Discussion & Analysis

FRP designs its executive compensation program to attract, motivate, and retain key executives who drive company success. Pay that reflects performance and alignment with the interests of long-term shareholders are key principles. The company believes executive compensation should directly link to performance and align executive interests with those of shareholders, with the CEO receiving below-market compensation in light of the Baker family's significant equity stake.

CEO STI target (% of salary)100%
CEO LTI target (% of salary)
Independent consultant
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingfalse
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-1212,758,112294,78015,09297.74%Passed
20252025-05-1213,025,873196,6925,13198.51%Passed
20242024-05-086,547,971104,1303,54698.43%Passed
20232023-05-106,325,00831,91910,73199.5%Passed
20222022-05-116,974,52830,0497,41299.57%Passed
20212021-05-036,251,45962,9538,69399%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-05-1297.74%a
20252025-05-1298.51%b
20242024-05-0898.43%c

a. Approved under the standard stated in the filing — “Any shares not voted (whether by abstention, withholding authority, or broker non-vote) will have no effect on the Director Election Proposal.”.

b. Approved under the standard stated in the filing — “Any shares not voted (whether by abstention, withholding authority, or broker non-vote) will have no effect on the Director Election Proposal.”.

c. Approved under the standard stated in the filing — “Any shares not voted (whether by abstention, withholding authority, or broker non-vote) will have no effect on the Director Election Proposal.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)
CEO total compensation
Median employee compensation
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
David H. deVilliers, JrEmployee director · Executive$250,000$227,036$217,500$23,782$718,318
John D. Baker IIIEmployee director · Executive000194,237
John D. Baker IIEmployee director · Board Chair · Executive120,00042,03632,201194,237
John S. SurfaceIndependent · Audit (Chair) · Compensation · Governance43,000100,010143,010
Matthew S. McAfeeIndependent · Lead Independent Director · Audit · Compensation · Governance (Chair)39,500100,010139,510
Nicole B. ThomasIndependent · Audit · Compensation · Governance38,000100,010138,010
William H. Walton IIIIndependent · Audit · Compensation · Governance38,000100,010138,010
Martin E. Stein, JrIndependent · Audit · Compensation (Chair)38,000100,010138,010
Margaret B. WetherbeeIndependent28,000100,010128,010
09

Board fee structure and ownership guideline

Annual cash retainer$20,000
Annual equity retainer$100,010
Per board meeting fee$2,000
Committee chair fees (audit / comp / nom-gov)10,000 / 5,000 / 2,000
Stock ownership guideline
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$594,500
Equity awards (grant-date value)$869,132
All other compensation$55,983
Total cost of the board$1,519,615

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1FRP Holdings, Inc.2025John Baker III$411,000$31,500$350,000$378,120$1,181,300

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

FAQ

Frequently asked questions

Who was the highest-paid executive at FRP Holdings, Inc. in fiscal 2025?
David deVilliers III, serving as Chief Operating Officer, was the highest-paid executive at FRP Holdings, Inc. in fiscal 2025 with total compensation of $1,230,213.
How does FRP Holdings, Inc.'s chief executive pay compare to its disclosed peer group?
The company reported that John Baker III's pay percentile among disclosed peers was not disclosed.
What is FRP Holdings, Inc.'s CEO-to-median employee pay ratio?
The filing shows that the CEO-to-median employee pay ratio was not disclosed.
How did shareholders vote on FRP Holdings, Inc.'s executive compensation?
Shareholders voted 97.74% in support of the executive compensation plan in the latest vote.
How much does FRP Holdings, Inc. spend in total on board compensation for fiscal 2025?
Total board compensation for FRP Holdings, Inc. in fiscal 2025 was $1,519,615.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, David deVilliers IIIDEF 14A2026-04-230000844059-26-000045Section “Summary Compensation Table” · page 33. As printed: 1,230,213. Filing ↗machine: t16 · r8 · c7 · span 467710–467720
2Section 01, John Baker IIIDEF 14A2026-04-230000844059-26-000045Section “Summary Compensation Table” · page 33. As printed: 1,181,300. Filing ↗machine: t16 · r4 · c7 · span 463812–463822
3Section 01, Matthew McNultyDEF 14A2026-04-230000844059-26-000045Section “Summary Compensation Table” · page 33. As printed: 872,514. Filing ↗machine: r12 · c21 · span 471867–471875
4Section 03, David deVilliers III RSADEF 14A2026-04-160000844059-26-000041Section “DIRECTOR COMPENSATION” · grants of plan-based awards table. Filing ↗
5Section 03, David deVilliers III PSADEF 14A2026-04-160000844059-26-000041Section “DIRECTOR COMPENSATION” · grants of plan-based awards table. Filing ↗machine: span 326067–326074
6Section 07, pay ratio10-K2026-04-150000844059-26-000037Section “CEO Pay Ratio”. As printed: —. Filing ↗
7Section 08, David H. deVilliers, JrDEF 14A2026-04-230000844059-26-000045Section “Director Compensation”. As printed: 718,318. Filing ↗machine: t8 · r6 · c5 · span 316043–316051
8Section 08, John D. Baker IIIDEF 14A2026-04-230000844059-26-000045Section “Director Compensation”. As printed: 194,237. Filing ↗machine: t8 · r5 · c5 · span 314457–314463
9Section 08, John D. Baker IIDEF 14A2026-04-230000844059-26-000045Section “Director Compensation”. As printed: 194,237. Filing ↗machine: t8 · r5 · c5 · span 314549–314557
10Section 08, John S. SurfaceDEF 14A2026-04-230000844059-26-000045Section “Director Compensation”. As printed: 143,010. Filing ↗machine: t8 · r9 · c5 · span 319936–319944
11Section 08, Matthew S. McAfeeDEF 14A2026-04-230000844059-26-000045Section “Director Compensation”. As printed: 139,510. Filing ↗machine: t8 · r7 · c5 · span 317375–317383
12Section 08, Nicole B. ThomasDEF 14A2026-04-230000844059-26-000045Section “Director Compensation”. As printed: 138,010. Filing ↗machine: t8 · r10 · c5 · span 318658–318666
13Section 08, William H. Walton IIIDEF 14A2026-04-230000844059-26-000045Section “Director Compensation”. As printed: 138,010. Filing ↗machine: t8 · r11 · c5 · span 318658–318666
14Section 08, Martin E. Stein, JrDEF 14A2026-04-230000844059-26-000045Section “Director Compensation”. As printed: 138,010. Filing ↗machine: t8 · r8 · c5 · span 318658–318666
15Section 08, Margaret B. WetherbeeDEF 14A2026-04-230000844059-26-000045Section “Director Compensation”. As printed: 128,010. Filing ↗machine: t8 · r12 · c5 · span 323783–323791
16Section 02, John S. Surface 2026-05-14Form 42026-05-200001546536-26-000004Insider equity transaction reported since the proxy statement. Filing ↗
17Section 02, Margaret B. Wetherbee 2026-05-14Form 42026-05-150001776498-26-000001Insider equity transaction reported since the proxy statement. Filing ↗
18Section 02, Martin E. Stein, Jr 2026-05-14Form 42026-05-150001171042-26-000001Insider equity transaction reported since the proxy statement. Filing ↗
19Section 02, Nicole B. Thomas 2026-05-14Form 42026-05-150001921511-26-000001Insider equity transaction reported since the proxy statement. Filing ↗
20Section 02, Matthew S. McAfee 2026-05-14Form 42026-05-150002015180-26-000001Insider equity transaction reported since the proxy statement. Filing ↗
21Section 02, William H. Walton III 2026-05-14Form 42026-05-150001058795-26-000005Insider equity transaction reported since the proxy statement. Filing ↗
22Section 06, 2026 voteForm 8-K2026-05-130000844059-26-000060Item 5.07 · say-on-pay result. As reported: 97.74% (votes for as printed: 12,758,112). Filing ↗
23Section 06, 2025 voteForm 8-K2025-05-120000844059-25-000018Item 5.07 · say-on-pay result. As reported: 98.51% (votes for as printed: 13,025,873). Filing ↗
24Section 06, 2024 voteForm 8-K2024-05-140000844059-24-000034Item 5.07 · say-on-pay result. As reported: 98.43% (votes for as printed: 6,547,971). Filing ↗
25Section 09b board cost (computed)ComputedcomputedCash 594,500 + equity 869,132 + all other 55,983 = 1,519,615, summed across the director compensation table rows.machine: formula: Σ = 1,519,615
26FRP Holdings, Inc. (subject), Section 10b CEO totalDEF 14A2026-04-230000844059-26-000045CEO total compensation as printed in FRP Holdings, Inc.'s own proxy. As printed: 1,181,300. Filing ↗machine: t16 · r4 · c7 · span 463812–463822