SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x☒

Filed by a Partyparty other than the Registrant  ¨☐

Check the appropriate box:

CONSOLIDATED-TOMOKA LAND CO.CTO REALTY GROWTH, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

Notice of

Annual Meeting

of ShareholdersStockholders and

20162022 Proxy Statement

NOTICE OF ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

Annual Meeting Date: April 27, 2016June 22, 2022

Time: 2:00 p.m. localeastern time

Location: LPGA International Clubhouse, 1000 Champions Drive, Daytona Beach, Florida 32124Online Meeting Only – No Physical Location

AGENDA:

ShareholdersStockholders of record at the close of business on March 3, 2016,April 22, 2022, are entitled to notice of, and to participate in and vote at, the meeting.  A complete list2022 annual meeting of shareholders as ofstockholders (including any adjournments or postponements thereof, the record date will be available for shareholders’ inspection at the corporate offices at 1530 Cornerstone Boulevard, Suite 100, Daytona Beach, Florida 32117, for ten days prior to the meeting.“Annual Meeting”).

We hope you will be able to attendparticipate in the Annual Meeting in person.Meeting. However, whether or not you plan to attendparticipate live in the Annual Meeting, in person, you are urged to vote by telephone or over the Internetonline as instructed in the Notice of Internet Availability of Proxy Materials, in order to ensure your representation and the presence of a quorum at the Annual Meeting. You may also request a printed proxy card to submit your vote by mail. You will not receive a printed copy of the proxy materials unless you request them as instructed in the Notice of Internet Availability of Proxy Materials. If you submit your proxy (whether via Internet,internet, telephone or return of paper proxy card)card by mail) and then decide to attendparticipate live in the Annual Meeting and to vote your shares in person,during the Annual Meeting, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the accompanying proxy statement.

If you have any questions or need any assistance with voting your shares, please contact our transfer agent, Computershare Trust Company, N.A., toll-free at 1-800-962-4284.  You may also contact them via their website at www.computershare.com/investor.

By Order of the Board of Directors

Daniel E. Smith

Senior Vice President,

General Counsel & Corporate Secretary

Daytona Beach, Florida

March 15, 2016April 29, 2022

CONSOLIDATED-TOMOKA LAND CO.

CTO REALTY GROWTH, INC.

PROXY STATEMENT FOR

ANNUAL MEETING OF STOCKHOLDERS

to be held: June 22, 2022

CTO REALTY GROWTH, INC.

PROXY STATEMENT

TABLE OF CONTENTS

LETTER FROM THE CHAIRMAN

Fellow Stockholders:

It is my pleasure to inform you that our 2022 Annual Meeting of Stockholders will be conducted online on Wednesday, June 22, 2022. The virtual nature of the meeting will enable us to increase stockholder accessibility, while improving meeting efficiency and reducing costs. Stockholders will be able to listen, vote and submit questions from their home or any remote location with internet connectivity. Information on how to participate in this year’s virtual meeting can be found beginning on page 3. For all of you who participate, whether live or by proxy, we thank you for your investment in the Company and for taking part in the election of directors and voting on the other proposals brought before our stockholders.

Since the Company does not have a staggered Board of Directors, all of our Board members stand for election every year. In addition to the director election, there are two routine proposals to be voted on—ratification of our auditors and an advisory vote on executive compensation.

As discussed in detail in the Compensation Discussion and Analysis section, the Compensation Committee of the Board of Directors, under the direction of the Board, continued to administer and refine our executive compensation program, which was restructured in early 2017, and further refined in 2021 to reflect our conversion in 2020 to a real estate investment trust. We believe that our compensation program effectively links pay with performance, and aligns management’s interests with the interests of the Company’s stockholders.

Our executive compensation program, similar to many other companies’ compensation programs, consists of a blend of base salary, service-based equity incentive compensation, and performance-based cash and equity incentive compensation. Under the program, the Compensation Committee establishes at the beginning of each year a set of objective, measurable metrics that will be used to evaluate management’s performance, both on an annual and long-term basis. The metrics are weighted to reflect the Company’s progress and priorities in executing our business plan. Rigorous performance goals are also established each year for each metric, with “threshold,” “target” and “outperform/maximum” performance levels set for each metric. The metrics and weighting are reviewed each year and adjusted as necessary based on the Company’s progress in executing our business plan. All of these decisions are made in a manner designed to incentivize management to execute our business plan in a manner that will increase the value of the Company’s assets and maximize return to our stockholders.

Our 2021 proved to be a successful year of delivering outstanding returns to our stockholders and continued progress towards accomplishing the Company’s long term business objectives—please see our 2021 Annual Report on Form 10-K and letter to stockholders from our CEO John Albright for additional discussion. Our accomplishments for 2021 included delivering total stockholder return of 57%, completion of the transition to a REIT and the monetization of our remaining Daytona Beach land holdings. We also continued to weather the global pandemic with minimal impact to the rental income stream from our income property portfolio, both for the Company as well as for Alpine Income Property Trust, Inc., which we launched as an externally-advised, single-tenant, net-lease REIT in November 2019. We were able to successfully redeploy the proceeds from the land monetization in a tax-efficient manner to further strengthen our solid portfolio of multi-tenant income properties. The newly acquired properties reflect our focus on higher-return, multi-tenant retail properties in strong U.S. markets.

2021 was a very successful year for the Company. Our executive team exceeded expectations and achieved the “outperform” level of performance for the two objective elements of their annual performance goals. With respect to long-term performance-based equity incentive compensation, performance shares awarded in January of 2019 vested in early 2022. Based on the Company’s total stockholder return relative to our peer group during the three-year performance period, the performance shares awarded in 2019 vested slightly below the “outperform” level of performance. A discussion of our annual and long-term incentive plans can be found beginning on page 32.

We are very pleased with the Company’s 2021 results and our management team’s performance, and hope you will enjoy reading the more detailed Compensation Discussion and Analysis section in the pages that follow.

Sincerely,

Laura M. Franklin

Chairman of the Board

CTO Realty Growth, Inc.

		CONSOLIDATED-TOMOKA LAND CO.CTO REALTY GROWTH, INC. Post Office Box 108091140 N. Williamson Blvd., Suite 140 Daytona Beach, Florida 32120-080932114

GENERAL INFORMATION

Why am I receiving this proxy statement?The board of directors (the “Board of Directors” or “Board”) of Consolidated-Tomoka Land Co.CTO Realty Growth, Inc., a FloridaMaryland corporation (the “Company,” “we,” “our” and “us”), is soliciting proxies for use at the 2022 annual meeting of stockholders to be held on Wednesday, April 27, 2016June 22, 2022 at 2:00 p.m., local eastern time at the LPGA International Clubhouse, 1000 Champions Drive, Daytona Beach, Florida (and at(including any adjournments or postponements thereof) (thethereof, the “Annual Meeting”). The purpose of the Annual Meeting is as set forthwill be held online in the attached Notice of Annual Meeting of Shareholders.a “virtual only” format.

On or about March 15, 2016,April 29, 2022, we mailed to you and our other shareholdersstockholders a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) containing instructions on (i) how to access online this proxy statement and our 20152021 annual report, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2015,2021, and our audited consolidated financial statements included therein (collectively, the “Annual Report”); and (ii) how to vote your shares onlineby telephone, over the Internet, or by telephone.mail. You will not receive a printed copy of the proxy materials and Annual Report unless you request them. If you would like to receive a printed copy of ourthe proxy materials, including a printed proxy card on which you may submit your vote by mail, then you should follow the instructions for obtaining such materials contained in the Internet Availability Notice.

What is a proxy?A proxy is your legal designation of another person to vote the shares you own. That other person is called a proxy. If you designate someone as your proxy, the document in which you make that designation is also called a proxy.

What is a proxy statement?This document is a proxy statement. It is a document that we are required by law to give you when we ask you to name a proxy to vote your shares. We encourage you to read this proxy statement carefully.

What is the purpose of the Annual Meeting?The purpose of the Annual Meeting is to obtain shareholderstockholder action on the matters outlined in the notice of meeting included with this proxy statement. These matters include: (1) the election of sevensix directors to for one-year terms expiring at the 2017 Annual Meeting2023 annual meeting of Shareholders;stockholders; (2) the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2016;2022; and (3) an advisory vote to approve executive compensation, (4) a shareholder proposal that shareholders request that the Board of Directors hire an independent advisor to evaluate ways to maximize shareholder value through the sale of the Company or through the liquidation of its assets and (5) a proposal to approve the issuance of up to 1,387,860 additional shares of common stock for settlement upon conversion of our 4.50% Convertible Senior Notes due 2020.  This proxy statement provides you with detailed information about these matters.

compensation. We will also consider any other business that properly comes before the Annual Meeting or any adjournments or postponements thereof, if properly presented at the Annual Meeting. This proxy statement provides you with detailed information about these matters.

What is a record date and who is entitled to vote at the Annual Meeting?The record date for determining the shareholdersstockholders entitled to receive notice of and to vote at the Annual Meeting was March 3, 2016.is April 22, 2022. The record date was established by our Board as required by the laws of Florida,the State of Maryland and our bylaws.the second amended and restated bylaws of the Company (the “Bylaws”). Owners of record of shares of our common stock at the close of business on the record date are entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting and at any adjournments or postponements thereof.Meeting. You are entitled to one vote for each share of our common stock that you owned on the record date on every matter properly submitted tofor stockholder vote at the meeting.Annual Meeting. Our Articles of Incorporationcharter and Bylaws do not provide for cumulative voting for the election of directors, which is permitted but not required by Florida law.directors.

How many shares can be voted and what is a quorum?You are entitled to one vote for each share of our common stock that you own as of the close of business on March 3, 2016.April 22, 2022. At the close of business on March 3, 2016,April 22, 2022, there were 5,833,7766,034,355 shares of our common stock outstanding and entitled to vote at the Annual Meeting.

A quorum is the minimum number of shares that must be represented in person or by proxy in order for us to conduct the Annual Meeting. The attendancepresence in person or by proxy or in person of holders of stockholders entitled to cast

a majority of all the shares of common stockvotes entitled to votebe cast at the Annual Meeting on any matter, or 2,916,8893,017,178 shares of common stock, will constitute a quorum to hold the Annual Meeting. If you grant your proxy by Internet, telephone or by mailing a proxy card, your shares will be considered present at the Annual Meeting and part of the quorum. Abstentions and broker “non-votes”“non-votes” will be considered shares represented at the meeting for the purposes of establishing a quorum.

What different methods can I use to vote?You have a choice of voting:

Even if you plan to attendparticipate live in the Annual Meeting, we encourage you to vote now by telephone, over the Internet, or by mail. Please carefully read the instructions on the Internet Availability Notice on how to vote your shares. Because the instructions vary depending on how you hold your shares and the method you use to vote, it is important that you follow the instructions that apply to your particular situation.If you vote by telephone or over the Internet, you shoulddo not need to return a proxy card.card by mail.

What is the difference between a “record holder” and an owner holding shares in “street name”?If your shares are registered in your name, you are a“record holder.”You will be a record holder if you hold a stock certificate or if you have an account directly with our transfer agent, Computershare Trust Company, N.A. (“Computershare”). If your shares are registered or held in the name of your broker or bank or other nominee, your shares are held in“street name,” and you are considered the beneficial owner of such shares.shares, but not the record holder.

How do I vote if my shares are heldregistered in my name?Voting by telephone, over the Internet, or by mail:If you are a shareholderstockholder of record, you can vote by telephone, over the Internet, or by mail. The Internet Availability Notice contains instructions for voting by telephone or over the Internet. You can also vote by mail by requesting, completing and returning a printed proxy card as described in the Internet Availability Notice. Please promptly vote by telephone, over the Internet or by mailing your proxy card to ensure your representation and the presence of a quorum at the Annual Meeting.

Voting in person atduring the meeting:If you plan to attendparticipate live in the Annual Meeting, you can vote in person.during the meeting. To vote while participating live in person at the Annual Meeting, youplease log on to www.virtualshareholdermeeting.com/CTO2022. You will need to have inprovide your possession at the meeting proper personal identification and evidence ofsixteen-digit control number located on your share ownership.notice, proxy card or email.

How do I vote if my shares are held in “street name?”name”? Voting by telephone, over the Internet, or by mail:If your shares are held in the name of your broker, bank, or other nominee, you have the right to direct your broker, bank, or other nominee on how to vote, and you should vote your shares using the method directed by your broker, bank, or other nominee. In addition to voting by mail, a large number of banks and brokerage firms are participating in online or telephonic voting programs. These programs provide eligible “street name” shareholdersstockholders the opportunity to vote by telephone or over the Internet. Voting instruction forms will provide instructions for shareholdersstockholders whose banks or brokerage firms are participating in such programs.

Voting while participating live in person at the meeting:If your shares are held in the name of your broker, bank, or other nominee and if you plan to attendparticipate live in the Annual Meeting and to vote in person,your shares during the meeting, you should contactlog on to www.virtualshareholdermeeting.com/CTO2022. You will need to provide your broker, bank,sixteen-digit control number located on your notice, voter instruction form or other nominee to obtain a broker’s proxyemail.

Who will count the votes?

Representatives of Broadridge Investor Communication Solutions will count the votes and bring it, together with proper personal identification and your account statement or other evidencewill serve as the independent inspector of your share ownership, with you to the Annual Meeting.election.

Can I revoke my proxy or change my vote?As long asIf your shares are registered in your name, you may revoke your proxy or change your vote at any time before it is voted at the Annual Meeting. There are several ways you can do this:

If your sharesHow does the Board recommend that I vote? The Board unanimously recommends that you vote as follows:

VOTING MATTERS AND BOARD RECOMMENDATIONS

Stockholders are held in street name, you must contact your broker, bank or other nomineebeing asked to revoke your proxy or change your vote.  You may also vote in personon the following matters at the Annual Meeting if you obtain a legal proxy from your broker, bank, orMeeting:

The Board is not aware of any other nominee.

Whatmatters that may properly be brought before the meeting. If any other matters are my voting choices and what is the required vote?By giving us your proxy by telephone, over the Internet, or by signing, dating, and mailing a proxy card, you authorize our management to vote your shares at the Annual Meeting or at any adjournments or postponements thereof in the manner you indicate.

Proposal 1: Election of Directors.  We have nominated seven directors for election to one-year termsproperly presented at the Annual Meeting and because we did not receive advance notice under our Bylawsyou are a stockholder of any shareholder nominees for director,record and have authorized a proxy to vote your shares, the 2016 election of directors is an uncontested election.  In accordance with our Bylaws, which provide for a majority voting standardpersons named in uncontested elections, in order to be elected, each director nominee must receive more “FOR” votes than “AGAINST” votes. Abstentions and any broker non-votesthe proxy card will have no effectthe discretion to vote on the election of directors because only votes cast “FOR” or “AGAINST” a nominee will be counted.  For additional information regarding majority voting, see “Majority Votingthose matters for Directors” on page 15.

With respect to the proposal to elect seven nominees for director, you may:

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm. The Audit Committee of the Board (the “Audit Committee”) has appointed Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2016.  With respect to the proposal to ratify the appointment by the Audit Committee of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2016, you may:

This proposal will be approved if the votes cast favoring the proposal exceed the votes cast opposing the proposal.

Proposal 3: Advisory Vote to Approve Executive Compensation.  The Company is providing its shareholders with the opportunity to cast an advisory vote to approve the compensation of its named executive officers as disclosed pursuant to Item 402 of Regulation S-K, which includes the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables.  The advisory vote to approve the executive compensation described in Proposal 3 is referred to as a “say-on-pay vote.”  With respect to the advisory vote to approve executive compensation, you may:

This proposal will be approved if the votes cast favoring the proposal exceed the votes cast opposing the proposal.you.

Proposal 4: Shareholder Proposal Requesting that the Board Hire an Independent Advisor to Evaluate Ways to Maximize Shareholder Value.  Wintergreen Advisors, LLC (“Wintergreen”) provided notice to the Company of its intention to bring a shareholder proposal before the Annual Meeting requesting that the Board hire an independent advisor to evaluate ways to maximize shareholder value through the sale of the Company or through the liquidation of the Company’s assets. The Board is treating this proposal as precatory because, if properly brought before the Annual Meeting and passed by the shareholders, it would constitute a non-binding recommendation to the Board.  Following receipt of Wintergreen’s proposal, the Board announced on February 9, 2016 that a Special Committee (hereinafter defined) of independent directors, formed by the Board for the purpose of exploring strategic alternatives to further enhance shareholder value, had retained Deutsche Bank Securities Inc. (“Deutsche Bank”) as independent financial advisor to assist the Company in exploring strategic alternatives to enhance shareholder value, including the options of sale of the Company, sale of assets or the continued pursuit of the Company’s business plan.  With respect to the shareholder proposal, you may:

This proposal will be approved if the votes cast favoring the proposal exceed the votes cast opposing the proposal.

Proposal 5: Approval for the Issuance of Additional Shares of Common Stock upon Conversion of the Company’s 4.50% Convertible Senior Notes due 2020.  In connection with the settlement from time to time of our 4.50% Convertible Senior Notes due 2020 (the “Notes”), the Company is asking shareholders to authorize the issuance of up to 1,387,860 additional shares of common stock, for settlement of the Notes upon conversion.  As described in more detail below, our ability to issue shares of common stock for settlement upon conversion of the Notes will be subject to certain limitations unless the Company obtains this shareholder approval.  With respect to this proposal, you may:

This proposal will be approved if the votes cast favoring the proposal exceed the votes cast opposing the proposal.

What are the Board’s voting recommendations and what happens if I return an unmarked proxy card?Unless indicated otherwise byon your proxy card, if you return your properly executed proxy card with no votes marked, your shares will be voted to elect all six nominees as recommended bydirectors, to approve the Board.  The Board’s recommendationsratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2022 and to approve our executive compensation as disclosed pursuant to Item 402 of Regulation S-K.

How many votes are set forth together with the description of each proposal in this proxy statement. In summary, the Board recommends a vote:

With respect to other matters that may properly be brought before the Annual Meeting or any adjournments or postponements thereof, if you return a properly executed proxy card or otherwise grant your proxy as contemplated in the Internet Availability Notice, your shares will be voted as determined at the discretion of the named proxy holders.

What effect do abstentions and broker non-votes have on the proposals?For each of the proposals shares that abstain from votingassuming a quorum is present at the Annual Meeting?

Proposal 1: Election of Directors. The vote of a majority of all votes cast for and against a nominee at a meeting at which a quorum is present is necessary for the election of a director. Abstentions and “broker non-votes” are neither a votenot considered votes cast in favor of nor a vote cast againstfor the proposal, so theyforegoing purpose, and will have no effect onnot affect the outcome of this proposal.

Proposal 2: Ratification of Independent Registered Public Accounting Firm for 2022. The affirmative vote of a majority of all of the voting.

For all proposals, broker non-votesvotes cast at a meeting at which a quorum is present is required for approval of the auditor ratification proposal. Abstentions are not considered votes cast for the foregoing purpose, and will be treated as shares represented at the meeting, but not voting, so broker non-votes will have no effect onaffect the outcome of this proposal. As described below, brokerage firms can vote your uninstructed shares on this proposal.

Proposal 3: Advisory Vote to Approve Executive Compensation. The affirmative vote of a majority of all of the voting.votes cast at a meeting at which a quorum is present is required for approval of the say-on-pay proposal. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and will not affect the outcome of this proposal.

Will myWhat is a “broker non-vote”?

A “broker non-vote” occurs when a nominee holding shares be voted if I dofor a beneficial owner does not vote or doon a particular proposal because the nominee does not return a proxy card?If you arehave discretionary voting power for that particular item and has not received instructions from the shareholder of record and you do not vote or provide a proxy, your shares will not be voted.beneficial owner. Your shares may be voted on the auditor ratification proposal (Proposal 2) if they are held in streetthe name of a brokerage firm, even if you do not provide the brokerage firm with voting instructions. Brokerage firms have the authority under the rules of the New York Stock Exchange rules(the “NYSE”) to vote shares for which their customers do not provide voting instructionscast votes on certain “routine” matters.  We believe that thematters if they do not receive instructions from their customers. The auditor ratification of the appointment of an independent registered public accounting firm will beproposal (Proposal 2) is considered a “routine” matter for which brokerage firms may vote shares that havefor which they did not been voted by theirreceive instructions from beneficial owners. NoAll other matters to beproposals being considered and voted on by stockholders at the Annual Meeting are considered “routine” matters.  As a result, if your shares are held in street name and you do“non-routine” matters under the NYSE rules for which brokers may not providevote absent voting instructions as to how your shares are to be voted infrom the election of directors, the advisory vote to approve executive compensation, the shareholder proposal, or the proposal to approve the issuance of additional shares upon settlement of the Notes, your broker or other nominee will not be able to vote your shares, and your shares will not be voted on any of those matters.  Please provide instructions to your broker or nominee so that your votes may be counted on these important matters. We urge you to vote your shares by following the instructions provided on the Internet Availability Notice to ensure that your shares will be voted on your behalf.beneficial owner.

What does it mean if I receive more than one Internet Availability Notice?Someof our stockholders hold their shares in more than one account and may receive separate Internet Availability Notices for each of those accounts. If you receive more than one Internet Availability Notice, it means you own shares in multiple accounts with brokers and/or our transfer agent. To ensure that all of your shares are voted, please vote using each of the separate proxy voting instructions you receive. We recommend that you contact your broker and/or our transfer agent (Computershare) to consolidate as many accounts as possible under the same name and address. For purposes of consolidating accounts, Computershare may be reached by telephone at 1-800-962-4284 or via their website at www.computershare.com/investor.

Whom should I call if I have questions or need additional copies of the proxy materials?If you have any questions, need assistance voting, or need additional copies of this proxy statement, please contact ourOur transfer agent is Computershare, which may be reached by telephone at 1-866-641-42761-800-962-4284 or byvia their website at www.computershare.com/investor.

Whom should I call if I need copies of the proxy materials? If you would like to request a copy of the materials for this and/or future stockholder meetings, you may (i) visit www.proxyvote.com, (ii) call 1-800-579-1639 or (iii) send an email at investorvote@computershare.com.to sendmaterial@proxyvote.com. When emailing Computershare regarding the Company or this proxy statement,sending an email, please typeinclude your control number in the subject line “Proxy Materials Consolidated-Tomoka Land Co.”line. Unless requested you will not otherwise receive a paper or email copy of the meeting materials.

Who pays for the solicitation of proxies and who participates in the solicitation of proxies?We will bear the cost of soliciting proxies by the Company, including the cost of preparation, assembly, printing and mailing. In addition we may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwardingto solicitation materials to such beneficial owners.  Proxies may also be solicited by certain ofmail, our directors, officers, employees, and agents may solicit proxies by telephone, internet, or otherwise. These directors, officers, without additional compensation.  Theyemployees, and agents will not be paidadditionally compensated for soliciting proxiesthe solicitation, but may be reimbursed for out-of-pocket expenses relatedincurred in connection with the solicitation. Copies of solicitation materials will be furnished to brokerage firms, fiduciaries, and other custodians who hold shares of our common

stock of record for beneficial owners for forwarding to such beneficial owners. We may also reimburse persons representing beneficial owners for their reasonable expenses incurred in forwarding such materials. Stockholders who authorize their proxies through the proxy solicitation.  Proxiesinternet should be aware that they may incur costs to access the internet, such as usage charges from telephone companies or internet service providers and these costs must be solicited in person,borne by telephone, by email, by mail, by facsimile, through press releases issued by us, or through postings on our website.the stockholder.

May I access this year’s proxy statement and annual report over the Internet?This proxy statement and a copy of our Annual Report are available at www.investorvote.com/CTO.www.materials.proxyvote.com/22948Q.

Where can I find the voting results of the Annual Meeting?We intend to disclose the voting results in a current report on Form 8-K within four business days ofafter the Annual Meeting. If we first disclose preliminary voting results, the final voting results will be disclosed asin an amendment to such Form 8-K within four business days after the final voting results are known. Both the Form 8-K and any amendment to such Form 8-K will be filed with the Securities and Exchange Commission (“SEC”(the “SEC”) and made available on our website at www.ctlc.com.www.ctoreit.com.

PROPOSAL 1: ELECTION OF DIRECTORS

All seven ofOUR BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE BOARD’S SIX NOMINEES. IF NOT OTHERWISE SPECIFIED, PROXIES WILL BE VOTED “FOR” EACH OF THE BOARD’S NOMINEES.

At our Board members were re-elected to one-year terms at the 20152021 annual meeting of shareholders.  shareholders (the “2021 Annual Meeting”), all six of the director candidates nominated by our Board were re-elected for one-year terms expiring at the Annual Meeting. On January 18, 2022, the Board increased the size of the Board from six directors to seven directors and appointed Christopher J. Drew to fill the vacancy resulting therefrom, effective as of January 18, 2022. On March 21, 2022, Casey R. Wold notified the Board that he will not stand for reelection to the Board at the Annual Meeting. Accordingly, his term as director will expire at the Annual Meeting, and the size of the Board will thereupon be reduced from seven directors to six directors.

Based upon the recommendation of the Board of Directors’ Governance Committee (the “Governance Committee”), Ms. Franklin and Messrs. Albright, Allen, Fuqua, Olivari, Serkin, Skinner,Brokaw, Drew, Gable and WarlowHaga have each been nominated by the Board to be re-elected to the Board for a new one-year term terms expiring at our 2023 annual meeting of stockholders.

All of the 2017 Annual MeetingBoard’s nominees for election as directors are currently directors and have been re-nominated by the Board. Each of Shareholders.the Board’s nominees has consented in writing to being named in this proxy statement and indicated his or her willingness to serve if elected.

Unless otherwise specified when the proxy is appointed (whether by Internet, telephone or executed and returned proxy card), all proxies will be voted for the election of the persons named below who have been recommended to the Board of Directors by the Governance Committee as nominees for director.

All nominees for election as directors are currently directors and were re-nominated by the Board of Directors.

Each nominee has consented in writing to being named in this proxy statement and indicated his willingness to serve if elected. If any nominee should be unable to serve, which is not anticipated, the proxy will be voted for such other persons as shall be determined by the persons named in the proxy in accordance with their judgment.

The 20162022 election of directors is an uncontested election, so the election of Ms. Franklin and Messrs. Albright, Allen, Fuqua, Olivari, Serkin, Skinner,Brokaw, Drew, Gable and WarlowHaga will require that each director nominee receive a majority of the shares voted with respect toall votes cast for and against that nominee or more(meaning the number of votes “FOR” than “AGAINST”cast “for” the nominee.nominee must exceed the number of votes cast “against” that nominee). Abstentions and any broker non-votes will have no effect on the election of directors because only are not considered votes cast “FOR” or “AGAINST” a nomineefor the foregoing purpose, and will be counted.not affect the outcome of this proposal.

Our Board of Directors recommends a vote “FOR” the election of Ms. Laura M. Franklin, and Messrs. John P. Albright, JohnGeorge R. Brokaw, Christopher J. Allen, Jeffry B. Fuqua, William L. Olivari, Howard C. Serkin, A. Chester Skinner, III,Drew, R. Blakeslee Gable and Thomas P. Warlow, III,Christopher W. Haga as directors.To vote for these nominees, please vote by telephone or over the Internet, or by requesting, completing and returning a proxy card, all as described in the Internet Availability Notice.

Biographical information regarding the Board’s director nominees standing for election, including business experience for at least the past five years, their age, the year they began serving as our director, and other public companies for which they have served on the board of directors in the past five years, is provided below. In addition, the experience, qualifications, attributes, and skills considered by the Governance Committee and our Board in determining to nominate the director nominees are provided below.

GEORGE R. BROKAW

Age: 54

Director Since: 2018

Mr. Brokaw is currently a private investor through his family office and related investment vehicles.

Mr. Brokaw also serves as a director of DISH Network Corporation (NYSE: DISH), where he is currently chairman of the compensation committee, and Alico, Inc. (NASDAQ: ALCO), where he is currently chairman of the board of directors. Mr. Brokaw has previously served on numerous other public company boards. He also previously served as Managing Director of the Highbridge Growth Equity Fund at Highbridge Principal Strategies, LLC, from 2012 to 2013; Managing Director and Head of Private Equity at Perry Capital, L.L.C., from 2005 to 2011; and Managing Director (Mergers & Acquisitions) of Lazard Freres & Co. LLC, from 1996 to 2005.

Mr. Brokaw received a B.A. degree from Yale University and J.D. and M.B.A. degrees from the University of Virginia. Mr. Brokaw is a member of the New York Bar.

Mr. Brokaw is a member of the Audit and Compensation Committees.

HOWARD C. SERKIN Age:70 Director Since:2011		Chairman of Heritage Capital Group, Inc., an investment banking firm, since 1996. Mr. Serkin graduated from the Georgia Institute of Technology. He also earned his M.S. in engineering and received his M.B.A. in finance from Harvard Business School.  Mr. Serkin brings extensive finance and industry experience to the Board.  He has served as Chairman of Heritage Capital Group, Inc., a regional investment banking firm, since 1996, and as a principal with Business Valuation, Inc., which provides financial consulting and valuation services, since 1994.  He has worked as an investment banker for twenty years.  Prior to that, he served in various senior management positions with The Charter Company, a NYSE-listed conglomerate with revenues in excess of $5 billion and operations in insurance, energy and communications.  Mr. Serkin also served as an Executive Vice President of Koger Properties, a NYSE-listed developer, owner, and manager of over 13 million square feet of suburban office buildings and parks located throughout the southeast.  He has also assisted in the reorganization and successful emergence from bankruptcy of three different companies.  Mr. Serkin is a member of the Governance Committee and the Audit Committee.
A. CHESTER SKINNER, III Age:63 Director Since:2010		Vice Chairman of the Board of the Company since October 2013. President of Skinner Bros. Realty Co., a Jacksonville, Florida-based real estate development firm since 1999.  Mr. Skinner is a registered Florida real estate broker, licensed Florida general contractor (currently inactive), a certified commercial investment member of the National Association of Realtors, a past member of the International Council of Shopping Centers, and past State and North Florida Chapter President of the National Association of Industrial and Office Parks. Mr. Skinner is a graduate of the Georgia Institute of Technology with a B.S. in Industrial Management.  He also attended the University of Florida, taking graduate courses in real estate and finance.  Mr. Skinner has extensive experience in real estate development, investment, management, sales and leasing, and permitting and land entitlements.  He has also had experience in land acquisitions, planning, design, and construction of business parks, office buildings, and office/warehouse projects. Mr. Skinner is Chairman of the Governance Committee and a member of the Compensation Committee.

THOMAS P. WARLOW, III Age:72 Director Since:2010		President and Chairman of The Martin Andersen-Gracia Andersen Foundation, Inc., a charitable organization that provides grants for the purpose of public benefit in Central Florida, since 1998, and Chairman of Georgetown Enterprises, Inc., a Florida registered general contractor involved with development and construction in the Florida market since 1976. Mr. Warlow is a graduate of Vanderbilt University with a B.E. in Civil Engineering.  He is the former Chairman of the Orange County Road Advisory Board and the Orange County Underground Utility and Licensing Board.  He has over forty-five years of experience in the general contracting and heavy construction business, including land development, engineering, planning, and construction.  Mr. Warlow is a member of the Compensation Committee and the Governance Committee.

There are no family relationships among our directors or executive officers.

DIRECTOR COMPENSATION FOR 20152021

The following table shows the annual compensation paid to non-employee directors for services performed in 2015:2021:

Cash Compensation

Each non-employeeIt is our policy that our employee-directors do not receive compensation for their service as members of our Board of Directors.

The Compensation Committee, with assistance from its independent compensation consultant, oversees director receivedcompensation and reviews the appropriateness of our non-employee directors’ cash compensation on an annual basis. Under our non-employee director cash compensation program, non-employee members of our Board earn cash retainer fees quarterly in arrears. Upon review and discussion of the benchmarking of our non-employee director compensation program with assistance from our compensation consultant, in February 2021, our Board of Directors approved the cash and equity compensation detailed below. A copy of our Director Compensation Policy is available in the Governance section of our website (www.ctoreit.com).

Each non-employee director earned an annual cash retainer of $30,000, which$40,000 (prorated for partial-year terms, as of January 1, 2016 was increased to $40,000, payable quarterly in arrears,applicable), as compensation for service as a director, plus $1,500the additional retainers listed below for each board meeting attended in person.  In addition, Mr. Fuqua,service on one of the Board’s standing committees, or as Chairman of the Board, received an annual fee of $60,000, which as of January 1, 2016 was increased to $65,000, payableBoard:

All retainers are paid quarterly in arrears.  Members of the Board’s Compensation Committee and Governance Committee also received $1,000 for each committee meeting attended in person, and Audit Committee members received $2,000 for each committee meeting attended in person.  The Chairmen of the Compensation and Governance Committees, and the Chairman of the Audit Committee, received $2,000 and $4,000, respectively, for each committee meeting attended in person.  For meetings via conference call, each director or committee member received $500 and the Chairman received $750, which as of January 1, 2016 was increased to $1,000 and $1,500, respectively.  

As an employee of the Company, Mr. Albright, our President and Chief Executive Officer (“CEO”), did not receive any compensation for serving as a Directordirector and is not a member of any committee of the Board.

Stock Compensation

EachFor 2021, each non-employee director may electhad the option to receive their annual retainerhis or her cash compensation in shares of Company common stock rather than cash. Mr.For 2021, Ms. Franklin and Messrs. Brokaw, Gable, Haga, Serkin madeand Wold elected this election for 2015.option with respect to their annual Board and committee retainers. The number of shares to be awarded to any directorthe directors making such election iswas calculated by dividing (i) the sum of (A) the amount of the quarterly retainer payment due to such director plus (B) committee service fees earned by such director during the quarter, by (ii) the20-day trailing average closing price of the Company’s common stock on the dateas of the quarterly Board meetinglast business day of the quarter for which such payment applies,applied, rounded down to the nearest whole number of shares.

The Director Compensation Policy also provides for an annual award to each director of the Company’s common stock valued at $35,000 (the “Annual Award”). The number of shares awarded each year is calculated based on the 20-day trailing average closing price of the Company’s common stock as of the date two business days prior to the date of the award, rounded down to the nearest whole number of shares. For 2021, this resulted in an award of 788 shares to each of our non-employee directors then serving on February 10, 2021. In accordance with the Company’s stock ownership guidelines, shares constituting the Annual Award may not be sold or otherwise disposed of for the duration of such non-employee director’s service as a member of the Board.

Director Stock Ownership Guidelines

To further align the interests of our directors with stockholders, the Board has adopted stock ownership guidelines for our non-employee directors. Pursuant to these guidelines, each non-employee director is required to own shares of our common stock equal in value to five times the non-employee directors’ annual cash retainer (i.e., $200,000). New directors are expected to meet the standards set forth in the guidelines within five years after the date of his or her election to the Board. Compliance is measured on the first trading day of each calendar year. A copy of our stock ownership guidelines is available in the Governance section of our website (www.ctoreit.com).

CORPORATE GOVERNANCE AND— COMMITTEES OF THE BOARD OF DIRECTORS

Corporate Governance PrinciplesGuidelines

Our Board is committed to responsible and effective corporate governance, and regularly monitors developments in the area of corporate governance. Our Corporate Governance PrinciplesGuidelines compile governance policies and procedures described in our governing documents, various charters and policies, and memorialize other policies and principles that we follow. The Corporate Governance PrinciplesGuidelines discuss Board responsibilities, organization, composition, and qualifications, address director compensation, and set forth guidance regarding the evaluation of our CEO and succession planning, among other matters. The Governance Committee is responsible for reviewing the Corporate Governance PrinciplesGuidelines at least annually. A copy of our Corporate Governance PrinciplesGuidelines is available in the Investor RelationsGovernance section of our website (www.ctlc.com)(www.ctoreit.com) and may also be obtained free of charge upon written request to our Corporate Secretary at Post Office Box 10809, Daytona Beach, Florida 32120-0809.

Independent Directors

The listing standards of the NYSE MKT require that we have a Board of Directors with at least a majority of independent directors. OurThe Board of Directors annually determines the independence of our directors based on these listing standards. No director is considered independent unless our Board has affirmatively determined that the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out histheir responsibilities as a director. Generally, a director is not considered independent if the director (or in some cases, members of the director’s immediate family) has, or in the past three years has had, certain material relationships or affiliations with us, our external or internal auditors, or other companies that do business with us.

Our Board has determined that the following directors, who constituted a majority of the members of our Board of Directors, wereare independent as of December 31, 2015, pursuant to Section 803303A.02 of the NYSE MKTListed Company Guide:Manual (the “NYSE Manual”):

Our independent directors hold an executive session either prior to or following each regularly scheduled quarterly Board of Directors meeting (and as necessary at other Board meetings), separate from management and any other non-independent directors. Ms. Franklin, as chairman of the Board, leads these executive sessions.

Director Attendance at Meetings

During 2015,2021, our Board of Directors held four regularly scheduledregularly-scheduled meetings, one in person and three via video conference, plus twofive additional in-person meetings and twovideo conference calls.meetings. All of the current members of the Board of Directors attended more than 75% of all of the meetings of the Board and all committees on which they served during 2015.the period such member served as a director or member of a committee in 2021.

Our policy is to encourage members of the Board of Directors to attendparticipate in the annual meeting of stockholders. All directors then serving on the Board participated in the 2021 Annual Meeting, of Shareholders.  All directors attended the 2015 Annual Meeting of Shareholders.which was held in virtual format.

Audit Committee

The Board has established an Audit Committee. In 2021, the Audit Committee which in 2015 held four in-personregularly-scheduled meetings, one in-personand one conference call,three via video conference. The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to the integrity of our consolidated financial statements, our compliance with legal and regulatory requirements, the qualifications, independence and performance of our independent auditor, our systemssystem of internal controlscontrol over financial reporting established by management and the Board, and our auditing, accounting and financial reporting processes, generally. Grant Thornton LLP, our independent auditor for our fiscal year ended December 31, 2015,2021, reported directly to the Audit Committee.

The Audit Committee acts under a written charter adopted by the Board of Directors.Board. The current charter of the Audit Committee is available in the Investor RelationsGovernance section of our website (www.ctlc.com)(www.ctoreit.com). A copy of this charter may also be obtained free of charge upon written request to our Corporate Secretary at Post Office Box 10809, Daytona Beach, Florida 32120-0809.

Mr. OlivariBrokaw has been the Chairman of the Audit Committee since October 20, 2011,May 26, 2021, and Messrs. AllenDrew, Gable and SerkinHaga are the other members of the Audit Committee. Mr. Serkin was a member of the Audit Committee and served as Chairman thereof until his retirement from the Board on May 26, 2021. The Board of Directors has determined that all members of the Audit Committee are independent under the listing standards of the NYSE, MKT and Rule 10A-3 promulgated under the Securities Exchange Act of 1934.1934, as amended (the “Exchange Act”). All Audit Committee members possess the level of financial literacy required by the listing standards of the NYSE MKT.NYSE. Mr. Olivari,Brokaw, as Chairman of the Audit Committee, meets the current standard of requisite financial management expertise as required by the NYSE MKT and is an “audit committee financial expert” as defined by rules adopted by the SEC.

The Audit Committee has adopted Policies and Procedures for Complaints and Concerns Regarding Accounting, Internal Accounting Controls, and Auditing Matters to enable confidential and anonymous reporting to the Audit Committee.  Any person who has a concern or complaint regarding such matters may notify the Audit Committee by sending an e-mail to wlo@cfl.rr.com or by submitting the complaint by certified return receipt letter to William L. Olivari, Audit Committee Chairman, 8 Creekview Way, Ormond Beach, FL 32174.

Compensation Committee

The Board has established a Compensation Committee. In 2021, the Compensation Committee which in 2015 held four in-personthree meetings and four conference calls, and acted once by unanimous consent,via video conference. The Compensation Committee assists the Board of Directors in discharging its responsibilities relating to the compensation of our chief executive officerBoard members, our CEO and other officers and key employees, reviews and discusses with management our “Compensation Discussion and Analysis” set forth below, and administers the Company’s Second Amended and Restated 2010 Equity Incentive Plan (the “Equity Incentive Plan”) and the 2017 Executive Annual Cash Bonus Plan.Incentive Plan (the “Annual Incentive Plan”). The Compensation Committee may form and delegate its authority to subcommittees when appropriate.

The Compensation Committee has primary responsibility for determining our compensation philosophy and recommending to the Board of Directors the approval of compensation for the named executive officers. The full Board of Directors (other than Mr. Albright) aids the Compensation Committee by providing annual recommendationsevaluations regarding the performance of Mr. Albright, our President and Chief Executive Officer and Mr. Patten, our Senior Vice President and Chief Financial Officer.CEO. Mr. Albright provides annual recommendations regarding the compensation of the other named executive officerofficers and all other officers and managers.

In addition, the Compensation Committee has the sole authority to hire, and to dismiss, a compensation consultant.

The Compensation Committee acts under a written charter adopted by the Board of Directors.Board. The current charter of the Compensation Committee is available in the Investor RelationsGovernance section of our website (www.ctlc.com)(www.ctoreit.com). A copy of this charter may also be obtained free of charge upon written request to our Corporate Secretary at Post Office Box 10809, Daytona Beach, Florida 32120-0809.

Mr. Haga has been the Chairman of the Compensation Committee since July 29, 2020, and Messrs. Brokaw and Wold are the other members of the Compensation Committee. The Board has determined that all members of the Compensation Committee are independent under the listing standards of the NYSE.

Governance Committee

The Board has established a Governance Committee. In 2021, the Governance Committee held one meeting via video conference and one telephonic meeting. The Governance Committee was formed to perform the functions of a nominating committee and as such recommends to the Board individuals who are qualified to become members of the Board. The Governance Committee uses criteria developed by the Governance Committee and approved by the Board to recommend nominees for the election of directors at the annual meeting of stockholders or when vacancies otherwise occur.

The Governance Committee operates under a formal charter that governs its duties and standards of performance. The current charter of the Governance Committee is available in the Governance section of our website (www.ctoreit.com). A copy of this charter may also be obtained free of charge upon written request to our Corporate Secretary at Post Office Box 10809, Daytona Beach, Florida 32120-0809.

Mr. Allen is the Chairman of the Compensation Committee, and Messrs. Skinner and Warlow are members of the Compensation Committee.  The Board of DirectorsGable has determined that all members of the Compensation Committee are independent under the listing standards of the NYSE MKT.

Governance Committee

The Governance Committee, which in 2015 held two in-person meetings, was formed to perform the functions of a nominating committee and recommends to the Board individuals who are qualified to become members of the Board.  The Governance Committee uses criteria developed by the Committee and approved by the Board to recommend nominees for the election of directors at the annual meeting of the shareholders.

The Governance Committee operates under a formal charter that governs its duties and standards of performance. The current charter of the Governance Committee is available in the Investor Relations section of our website (www.ctlc.com). A copy of this charter may also be obtained free of charge upon written request to our Corporate Secretary at Post Office Box 10809, Daytona Beach, Florida 32120-0809.

Mr. Skinner isbeen the Chairman of the Governance Committee since July 29, 2020, and Messrs. SerkinDrew, Haga and WarlowWold are the other members of the Governance Committee. The Board of Directors has determined that all members of the Governance Committee are independent under the listing standards of the NYSE MKT.NYSE.

Consideration of Director Nominees

The Governance Committee will consider recommendations from shareholders for nominations forstockholders of candidates for membership on the Board of Directors.Board. To recommend a candidate to the Governance Committee, shareholdersstockholders should submit recommendations in writing to our Corporate Secretary at Post Office Box 10809, Daytona Beach, Florida 32120-0809. A nominating recommendation must be accompanied by the following information concerning each recommending shareholder:stockholder: (a) the name and address, including telephone number, of the recommending shareholder;stockholder; (b) the number of ourthe Company’s shares owned by the recommending shareholderstockholder and the time period for which such shares have been held; (c) if the recommending shareholderstockholder is not a shareholderstockholder of record, a statement from the record holder of the shares verifying the holdings of the shareholderstockholder and a statement from the recommending shareholderstockholder of the length of time that the shares have been held (alternatively, the shareholderstockholder may furnish a current Schedule 13D, Schedule 13G, Form 3, Form 4 or Form 5 filed with the SEC reflecting the holdings of the shareholder,stockholder, together with a statement of the length of time that the shares have been held); and (d) a statement from the shareholderstockholder as to whether the shareholderstockholder has a good faith intention to continue to hold the reported shares through the date of our next annual meeting of shareholders.stockholders.

In addition, a nominating recommendation must be accompanied by the following information concerning the proposed nominee: (a) the name, business address, and residence address of the proposed nominee; (b) the principal occupation or employment of the proposed nominee; (c) the class or series and number of shares of our capital stock or other securities, if any, which are owned beneficially and of record by the proposed nominee; and (d) any other information regarding the proposed nominee that would be required to be included in a proxy statement or other filings required to be made in connection with the solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, had the proposed nominee been nominated by the Board of Directors.Board. The nominating recommendation must also describe all relationships between the proposed nominee, his immediate family, and the recommending shareholder,stockholder, including management of any corporate shareholder,stockholder, and any agreements or understandings between the recommending shareholderstockholder and the nominee regarding the nomination.

The recommending shareholderstockholder must furnish a statement supporting its view that the proposed nominee possesses the minimum qualifications prescribed by the Governance Committee for nominees, and briefly describing the contributions that the nominee would be expected to make to the Board and to our governance. The statement should include whether, in the view of the shareholder,stockholder, the nominee, if elected, would represent all shareholdersstockholders and not serve for the purpose of advancing or favoring any particular shareholderstockholder or other constituency of the Company. The nominating recommendation must be accompanied by the consent of the proposed nominee to be interviewed by the Governance Committee (and the recommending shareholderstockholder must furnish the proposed nominee’s contact information for this purpose) and, if nominated and elected, to serve as a director. If a recommendation is submitted by a group of two or more shareholders,stockholders, the information regarding recommending shareholdersstockholders must be submitted with respect to each shareholderstockholder in the group. Director candidates recommended by shareholdersstockholders in accordance with these procedures will be evaluated and considered by the Governance Committee in the same manner as it evaluates other proposed nominees.

In addition to recommending nominees for consideration to the Governance Committee, shareholdersstockholders may also directly propose nominees for consideration at an annual meeting of our shareholders.stockholders. The requirements and procedures to be followed by shareholdersstockholders wishing to directly nominate a director at our annual meeting of shareholdersstockholders are discussed under “Shareholder Proposals”“Stockholder Proposals and Director Candidate Nominations” on page 4452 of this proxy statement.

The Governance Committee has established specific, minimum qualifications that must be met by a Governance Committee-recommended nominee. Under these criteria, a majority of the Board should be independent under the listing standards of the NYSE MKT.NYSE. In addition, a nominee should demonstrate high ethical standards and integrity and be accountable for boardroom decisions (no individual will be nominated to be a director of the Company where the Governance Committee has determined that the individual has demonstrated a lack of ethical standards, as evidenced by a material violation of applicable law, regulations, stock exchange listing standards or the Company’s Code of Business Conduct and Ethics); should have the ability to provide thoughtful counsel on a broad range of issues; should be financially literate; should be willing to listen and be open to the consideration of other opinions, as well as have the ability to effectively communicate his or her own ideas; should be committed to our achievement of exceptional performance standards to benefit our customers, shareholders,stockholders, employees, and communities; and should have the ability to commit sufficient time and attention to our activities.

Prior to identifying and evaluating nominees for director, the Governance Committee assesses the size and membership of the Board and determines whether any vacancies are to be expected. In the event of any vacancies, the Governance Committee considers potential candidates for director, which may come to the Governance Committee’s attention through current Board members, shareholders,stockholders, professional search firms, or other persons. In addition to the specific minimum qualifications described above, the Governance Committee seeks to ensure that the Board as a whole will possess the following specific qualities or skills: expertise in management or oversight of financial accounting and control; a record of making sound business decisions; cognizance of current general management trends and “best practices;” relevant knowledge specific to the industries in which we operate; ability and willingness to motivate and require high-performancehigh performance by management; capability of questioning, approving, and monitoring our strategic plans, and providing insight and directional focus; a knowledge of the geographic area in which we operate and local and state business, political, and governmental contacts which would be beneficial to us; and experience on the boards of other public companies. The Governance Committee meets to review and report to the Board on possible candidates for membership and annually recommends a slate of nominees to the Board with respect to nominations for the Board at the Annual Meetingannual meeting of Shareholders.stockholders.

The Governance Committee believes that its criteria and desired qualities and skills lead to nominees with a broad diversity of experience, skills, and backgrounds. The Governance Committee does not

assign specific weights to its criteria and no specific quality or skill is applicable to all prospective nominees. TheWhile we do not have a formal policy on diversity, the Governance Committee has no policy regardingassesses its effectiveness in accounting for diversity, but does not discriminate againstalong with the other factors taken into account to identify director nominees, on any basis proscribed by law.when it annually evaluates the performance of the Board and each director and periodically reviews the Company’s corporate governance guidelines.

Majority and Plurality Voting for Directors

Our Bylaws provide that the voting standard for the election of our directors in uncontested elections is a majority voting standard. In contested director elections, the plurality standard will apply, which means the nominees receiving the greatest numbers of votes cast “for” their election will be elected to serve as directors. An uncontested election for directors is an election where the number of properly nominated directors does not exceed the number of director positions to be filled. Under a majority voting standard, a director nominee will be elected if the number of shares votedvotes cast “FOR” a director nominee exceeds the number of votes cast “AGAINST” that director nominee.

If an incumbent director nominee does not receive a greater number of “FOR” votes than “AGAINST” votes, he or she must promptly tender his or her resignation to the Board following certification of the vote, which resignation willwould be effective upon acceptance by the Board.

The Governance Committee willwould consider the resignation offer and recommend to our Board the action to be taken. The Governance Committee and the Board arewould be entitled to consider any factors they deem relevant in deciding whether to accept a director’s resignation. Our Board shallwould take action with regard to any such resignations within 90 days following certification of the vote, unless such action would cause us to fail to comply with any applicable stock exchange listing requirement or any rule or regulation promulgated under the Securities Exchange Act, of 1934, as amended, in which event our Board shallwould take action as promptly as practicable while continuing to meet such requirement, rule, or regulation. Our Board also willwould promptly disclose publicly disclose its decision and the reasons therefore.therefor. If our Board doeselected not to accept theany such resignation, the nominee willdirector would continue to serve until the next annual meeting for the year in which his or her term expires and until his or her successor shallwere to be duly elected and qualified, or until his or her prior resignation, death, or removal. If our Board accepts thewere to accept such resignation, then our Board, in its sole discretion, maywould have the ability to fill any resulting vacancy.

The election of directors at the Annual Meeting is an uncontested election and therefore the majority voting standard applies.

CORPORATE GOVERNANCE — HIGHLIGHTS AND ESG

The Company regularly monitors developments in the area of corporate governance and seeks to enhance the Company’s corporate governance structure based upon a review of new developments and recommended best practices, taking into account investor feedback. Below are the highlights of our independent Board and leadership practices:

Environmental, Social and Governance (“ESG”) Achievements and Initiatives

The Company is dedicated to responsible environmental, social and community stewardship as an essential part of our mission to build a successful business and to shape the communities we serve, in addition to our workplace community. Below are some highlights of our commitment to ESG principles.

Environmental

The Company is committed to maintaining an environmentally conscious culture, the utilization of environmentally friendly and renewable products, and the promotion of sustainable business practices. The Company has a long history of partnering with other community members, including state and national governmental entities, to preserve and enhance the local environment. Some of our most notable actions are the following:

Activities at our Corporate Offices

Our commitment to sustainability is further demonstrated by how we manage day-to-day activities in our corporate offices. The buildout of our Daytona Beach office space, completed in 2017, included LED lighting, an automatic lighting control system, and a building management system that monitors and controls energy use. In addition, over the last year, we accomplished the following:

In addition, as of spring 2022, we are in the process of designing our new corporate headquarters office space located at 369 N. New York Avenue in Winter Park, Florida, which we purchased in late 2021. Our new headquarters space will include features such as new high-efficiency windows and advanced building management systems, consistent with our commitment to maintaining an environmentally conscious culture.

Activities at our Portfolio

Many of our tenants have strong sustainability programs and initiatives embedded into their corporate culture and business practices. We support their operations and work with them to promote environmental responsibility at the properties we own and to reiterate the importance of energy efficient facilities. When requested, we work with tenants to promote environmental responsibility and energy efficient facilities, including facilitating the application by our tenants to receive Energy Star property ratings or LEED green building certifications.

Social

We consider good corporate governance to include being a good corporate citizen. We believe that it is our responsibility to give back and that our ability to recruit and retain top talent, to be welcomed in the communities that we serve, and to withstand whatever challenges inevitably come our way depend on having established ourselves as being understanding of and responsive to the core values of the places in which we operate. The Company and its employees support numerous diverse community outreach programs, supporting environmental, artistic, civic and social organizations in the community. In addition, the Company matches certain charitable contributions made by our employees and directors.

Talent Acquisition, Development and Retention

We strive to attract and retain the best and brightest employees. We want to enhance our team members’ lives in and out of the office as they progress and grow with the Company. By engaging with our employees and investing in their careers through training and development, we are seeking to build a talent pool capable of executing our business strategies.

Diversity

The Company is dedicated to an inclusive and supportive office environment filled with diverse backgrounds and perspectives. The Company is an equal opportunity employer and considers qualified applicants regardless of race, color, religion, gender, sexual orientation, or national origin, age, disability, military or veteran status, genetic information, or other statuses protected by applicable federal, state, and local law. As of December 31, 2021, women represented 42% of our fulltime workforce. We believe that our success over the long run has been the result of the diverse backgrounds and perspectives of our employees and directors.

Employee Wellness and Benefits

The Company has a demonstrated commitment to the financial, mental and physical wellness of its employees. The Company’s benefits package is designed to address the changing needs of our employees and their dependents. The Company’s benefits package includes:

Governance

We are dedicated to maintaining a high standard for corporate governance predicated on integrity, ethics, diversity and transparency.

Board Leadership Structure

We have adopted, as part of the charter of the Governance Committee, a policy that the Chairman of the Board be an independent director. The Board believes that this is the most appropriate leadership structure for the Company, because having the Board operate under the leadership and direction of someone independent from management provides the Board with the most effective mechanism to fulfill its oversight responsibilities and hold management accountable for the performance of the Company. It also allows our CEO to focus his time on running our day-to-day business. The Chairman is appointed by the non-management directors annually. Ms. Franklin, an independent director, currently serves as the Chairman of the Board. Mr. Brokaw, who is also an independent director, currently serves as the Vice Chairman of the Board and may fulfill the responsibilities of the Chairman in her absence.

Board Role in Risk Oversight

The Board has an active role in overseeing risk management. The Board regularly reviews information regarding our financial position, results of operations, liquidity, and cash flows, as well as the risks associated with each and generally with our businesses and business strategy. The Compensation Committee is responsible for overseeing the management of risks relating to our compensation plans and arrangements. The Audit Committee inquires of management, our internal auditor and our independent auditor about significant risks or exposures and assesses the steps management has taken to address or minimize such risks. While these committees are responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is informed through committee reports about such risks.

Codes of Ethics

We have adopted a Code of Ethics for Principal Executive Officers and Senior Financial Officers, violations of which may be reported to the Audit Committee. We will provide a copy of our Code of Ethics for Principal Executive Officers and Senior Financial Officers to any person upon request and without charge. Any such request should be made in writing to our Corporate Secretary at Post Office Box 10809, Daytona Beach, Florida 32120-0809.

We have also adopted a Code of Business Conduct and Ethics that includes provisions ranging from legal compliance to conflicts of interest. All employees and directors are subject to this code. A copy of our Code of Business Conduct and Ethics is available in the Investor RelationsGovernance section of our website (www.ctlc.com)(www.ctoreit.com) and may also be obtained free of charge upon written request to our Corporate Secretary at Post Office Box 10809, Daytona Beach, Florida 32120-0809.

Any amendment to, or waiver from, our Code of Ethics for Principal Executive Officers and Senior Financial Officers or our Code of Business Conduct and Ethics that is required to be disclosed to shareholders

stockholders will be posted on our website within four business days following such amendment or waiver.

CommunicationClawback Policy.

In August 2016, we adopted an executive compensation recovery policy pursuant to which the Company will seek to recover or cancel any incentive-based compensation paid to an executive officer during the three-year period preceding the date as of which the Company is required to prepare restated financial results, in the event of our material non-compliance with financial reporting requirements of applicable securities laws, to the extent that such compensation exceeds the amount that would have been paid to the executive officer had it been based on the restated results. The Board is authorized to administer this policy consistent with the Boardrequirements of DirectorsSection 10D of the Exchange Act and applicable rules or standards adopted by the SEC and the NYSE or such other national exchange on which our shares may be listed.

ShareholdersAnti-Hedging and other individuals may communicateAnti-Pledging Policy

To ensure proper alignment with the Boardour stockholders, all employees, including our executive officers, and non-employee directors are prohibited from engaging in short sales of Directors by writingour securities, establishing margin accounts, pledging our securities as collateral for a loan, buying or selling puts or calls on our securities or otherwise engaging in hedging transactions (such as zero-cost collars, exchange funds, and forward sale contracts) involving our securities. In addition, margin purchases of our securities and pledging any of our securities as collateral to the Boardsecure loans is prohibited. This prohibition means that our directors, officers, employees, and their family members cannot hold our securities in a “margin account” nor can they pledge any of Directors, c/o Corporate Secretary, Post Office Box 10809, Daytona Beach, Florida32120-0809.our securities for any loans or indebtedness.

Policies and Procedures for Approval of Related Party Transactions

The Board of Directors has adopted a written Related Party Transactions Policy and Procedures establishing guidelines with respect to the review, approval, and ratification of Related Party Transactions.  The

Any member of the Audit Committee with an interest in a related party transaction will not vote on the approval or ratification of that transaction, but may participate, to the extent requested by the Chairman of the Audit Committee, in the Audit Committee’s consideration of that transaction.

Related parties that are covered by the policy applies toinclude any transactionexecutive officer, director, nominee for director or 5% stockholder of the Company, any immediate family member of those persons, any entity that is owned or controlled by any of the foregoing persons or any entity in which we aresuch a person is an executive officer or has a substantial ownership interest. “Related party transaction” means any financial transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) or modification to such a transaction involving an amount of at least $120,000 in any calendar year in which the Company is a participant anyand in which a related party haswill have a direct or indirect interestmaterial interest.

Executive officers and directors of the amount involved exceeds $120,000.Company are required to submit full details of the related party transaction to the Audit Committee. The Audit Committee will reviewthen determine whether to ratify or approve the material facts of alltransaction. The Audit Committee considers, among other things:

In 2021, no transactions were reviewed, ratified or approved pursuant to the Company’s related party transactions that require approvalpolicy.

In connection with the formation and either approveinitial public offering of Alpine, the Company and Alpine entered into an exclusivity and right of first offer agreement dated November 26, 2019 (the “Alpine ROFO Agreement”). The term of the Alpine ROFO Agreement commenced on the date of the closing of the Alpine IPO and will continue for so long as the Company or disapproveits affiliate is the manager of Alpine. During the term of the Alpine ROFO Agreement, the Company’s ability to sell any of its single-tenant, net leased properties is subject to a right of first offer in favor of Alpine.

On April 23, 2021, the Company completed the sale to Alpine of one net leased property located in North Richland Hills, Texas (the “Single Property”) for a cash purchase price of $11.5 million. On June 30, 2021, the Company completed the sale to Alpine of an additional six net leased properties (the “CMBS Portfolio”) (together with the Single Property, the “ROFO Properties”) for an aggregate purchase price of $44.5 million.

The consideration of $11.5 million and $44.5 million for the purchase price of the Single Property and the CMBS Portfolio, respectively, was determined after the Company had conducted a thorough marketing process, including the receipt of multiple credible purchase offers from reputable third-party purchasers, and after disclosure to and discussion with the Board regarding the potential sale of the ROFO Properties. Pursuant to its obligations under the Alpine ROFO Agreement, the Company offered Alpine the opportunity to purchase the ROFO Properties at the top offer price therefor received by the Company, which Alpine elected to accept based on a unanimous vote of its board of directors, with Mr. Albright abstaining from such vote.

Communication with the Board of Directors

Stockholders and other individuals may communicate with the Board of Directors or one or more individual directors by writing to the Board of Directors or such director(s), c/o Corporate Secretary, Post Office Box 10809, Daytona Beach, Florida 32120-0809.

CORPORATE GOVERNANCE — EXECUTIVE OFFICERS

The following table sets forth certain information with respect to each of our entry into the transaction.  In determining whether to approve or ratify a related party transaction, the Audit Committee will take into account, among other factors it deems appropriate, whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction.

Board Leadership StructureBiographical Information

We have adopted, as part of the charter of the Governance Committee, a policy that the Chairman of the Board be an independent director.  The Chairman is appointed by the non-management directors annually.  Mr. Fuqua, an independent director, serves as the Chairman of the Board.  Mr. Skinner, who is also an independent director, serves as the Vice ChairmanInformation for John P. Albright, member of the Board and may fulfillour president and chief executive officer, is contained above under the responsibilitiesheading “PROPOSAL 1: ELECTION OF DIRECTORS.” Information is set forth below with regard to our other executive officers. We have determined we have four executive officers who served during 2021. All of our officers serve at the pleasure of the Chairman in his absence.Board.

Board Role in Risk Oversight

The BoardSteven R. Greathouse been an employee of the Company since January 2012, most recently serving as Senior Vice President and Chief Investment Officer since February 2021, and prior to that as Senior Vice President, Investments from January 2015 to February 2021, and prior to that as Director of Investments. Mr. Greathouse has an active role in overseeing risk management.  The Board regularly reviews information regarding our financial position, results of operations, liquidity, and cash flows, as wellserved as the risks associatedSenior Vice President and Chief Investment Officer of Alpine since February 2021, and served as Alpine’s Senior Vice President, Investments from Alpine’s formation in August 2019 to February 2021. Prior to his employment with eachthe Company, Mr. Greathouse served as the Director of Finance at N3 Real Estate, a single-tenant triple net property developer. Prior to that, he was a Senior Associate, Merchant Banking-Investment Management for Morgan Stanley and generallyCrescent Real Estate Equities, a publicly traded REIT based in Fort Worth, Texas. Mr. Greathouse received his MBA and undergraduate degrees from Texas Christian University in 2006 and 2000, respectively.

Matthew M. Partridge has served as our Senior Vice President, Chief Financial Officer and Treasurer since October 2020. Mr. Partridge has served as the Senior Vice President, Chief Financial Officer and Treasurer of Alpine since October 2020. Prior to his employment with the Company, Mr. Partridge served as Chief Operating Officer and Chief Financial Officer of Hutton, a private commercial real estate development and investment company headquartered in Chattanooga, Tennessee, from August 2017 through September 2020. Prior to Hutton, Mr. Partridge served as Executive Vice President, Chief Financial Officer and Secretary of Agree Realty Corporation, a NYSE-traded net lease REIT, from January 2016 to August 2017, and, before joining Agree, he served as Vice President of Finance for Pebblebrook Hotel Trust, a NYSE-traded lodging REIT, from January 2010 to January 2016. Mr. Partridge received his MBA from Xavier University and a BBA in finance from Eastern Michigan University in 2012 and 2007, respectively.

Daniel E. Smith has served as our businessesSenior Vice President, General Counsel and business strategy.  The Compensation Committee is responsible for overseeingCorporate Secretary since October 2014. Mr. Smith has served as the managementSenior Vice President, General Counsel and Corporate Secretary of risks relatingAlpine since its formation in August 2019. Prior to our compensation planshis employment with the Company, Mr. Smith served as Vice President-Hospitality and arrangements.  The Audit Committee inquiresVice President and Associate General Counsel at Goldman Sachs & Co. from December 2007 to October 2014. Prior to Goldman, he spent ten years at Crescent Real Estate Equities, a publicly traded REIT based in Fort Worth, Texas, where he held several positions in the legal department, most recently Senior Vice President and General Counsel. Mr. Smith received his J.D. and LL.M. degrees from Duke University School of managementLaw and our independent auditor about significant risks or exposureshis undergraduate degree from Brigham Young University in 1993 and assesses the steps management has taken to address or minimize such risks.  While these committees are responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is informed through committee reports about such risks.1990, respectively.

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table contains information as of March 3, 2016,April 22, 2022, unless otherwise noted, on the beneficial ownership of the shares of our common stock by:

(6)

Represents the following restricted stock grants: (i) restricted stock awarded to Mr. Smith as partcommencement of his employment agreement, (ii) remaining shares of restricted stock awarded towith the Company on October 1, 2020. Mr. Smith as part of year end 2014 compensation and (iii) restricted stock awarded to Mr. Smith as part of year end 2015 compensation. Mr. SmithPartridge has the right to direct the voting of these shares of restricted stock.

(6)	Includes 1,286 shares held by the Babette Brokaw Revocable Trust, with respect to which Mr. Brokaw is both a beneficiary and a trustee.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This section provides an overview and analysis of the material elements of our compensation program and policies during the 20152021 fiscal year for the following individuals, referred to throughout this proxy as our “named executive officers.”NEOs.

Following this section is a series of tables containing specific information pertaining to the compensation earned in 20152021 by the named executive officers.our NEOs. The discussion below is intended to put the information contained in the tables into context with our overall compensation program.

Executive Summary

Company Performance. 2021 marked the completion of our first full year of operations after converting to a REIT in 2020, which followed a multi-year process of repositioning the Company in a tax efficient manner from primarily an owner of undeveloped land in Florida into a high-quality retail-focused diversified REIT. We continued to manage through the unprecedented challenges presented by a global pandemic and an inflationary economy. Highlights for the year include the following:

Executive Compensation. The Board of Directors and Compensation Committee continued the implementation of our redesigned executive compensation practices, including the following actions:

Executive Compensation Philosophy and Objectives

Our executive compensation program is designed to attract and retain executive officers by aligning their interests with those of our shareholders.stockholders. This program has beenis structured to motivate executive officers to achieve performance goals established by the Board and to create long-term allegiance to the Company.  Company’s stockholders.

The executive compensation program rewards executive officers for achievement of annual and long-term goals, based on their individual performance and their contribution to the overall performance of the Company.

Our executive compensation philosophy It is intended to balance annual performance incentives through salary and bonusesannual cash incentives with rewards for long-term performance through an equity incentive plan which is currently intended to be focused on grants of stock option awards, time basedusing primarily time-based restricted stock awards (restricted stockand performance shares that vest over time),three years.

Compensation Risks

The Compensation Committee has reviewed the elements of compensation to determine whether they encourage excessive risk taking and may include performance based restricted stock awards (restricted stockconcluded that vests uponany risks arising from the satisfactionCompany’s compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on the Company. We believe that the mix and design of certain performance criteria, such as stock price appreciation).  We endeavorthe elements of compensation do not encourage employees to provideassume excessive risks. Our incentive compensation programs are largely tied to objectively determinable financial and operating results. As a part of its oversight of our compensation policies and practices, the Compensation Committee monitors the actions of management to ensure that our incentive compensation programs are not creating an executive compensation program that:environment of excessive risk taking which could be detrimental to stockholders.

●

is competitive with the market;

Role of the Compensation Committee and Executive Officers in Compensation Decisions

The Compensation Committee has primary responsibility for determining our compensation philosophy, approving the compensation of our NEOs other than the CEO, and recommending to the Board of Directors the approval of compensation for the President and Chief Executive Officer, along with the compensation of the other named executive officers.CEO. While the Compensation Committee reviews the total compensation paid to each of the named executive officers,NEOs, it considers each element of our executive compensation program to be separate and distinct. We have not adopted any formal or informal policy for allocating executive compensation between annual and long-term or between cash and non-cash. The Compensation Committee makeshas historically made these allocation decisions each year based on the performance goals and objectives achieved for that year.

The full Board of Directors (other than Mr. Albright) aids the Compensation Committee by providing annual evaluations regarding the performance of Mr. Albright, our President and Chief Executive Officer, and Mr. Patten, our Senior Vice President and Chief Financial Officer.CEO. Mr. Albright also provides an annual evaluation to the Compensation Committee regarding the performance of Mr. Pattenour other NEOs and a recommendation on compensation for Mr. Pattenthem and for all other officers and managers. In addition, certain members of our senior management team provide support to the Compensation Committee by coordinating meeting logistics, preparing and disseminating relevant financial and non-financial Company information and relevant data concerning our peer comparators as a supplement to the comparative market data prepared by the independent compensation consultant, as well as making recommendations with respect to performance metrics and related goals. Mr. Albright attends meetings (or portions thereof) at the Compensation Committee’s request, and recommends to the Compensation Committee compensation changes affecting the other members of our senior management team. However, Mr. Albright plays no role in setting his own compensation. Also, at the Compensation Committee’s request, our General Counsel attends meetings to act as Secretary and record the minutes of the meetings, provide updates on legal developments and make presentations regarding certain organizational matters. The Compensation Committee regularly meets separately in executive session, outside the presence of management, generally at each regularly scheduled meeting and at other times as necessary or desirable.

The Compensation Committee may from time-to-time, in its sole discretion, retain or seek advice from compensation consultants, independent counsel, and other advisors, and is directly responsible for determining the compensation of, and overseeing, such advisors. TheAs noted above, the Compensation Committee has engaged independent consultants in the past to review our compensation practices and plans.plans, and most recently engaged Ferguson Partners to assist in this review. The Compensation Committee has used such reviews to, among other things, assessdetermined that the market and evaluate and establish executive compensation.engagement of Ferguson Partners does not raise any conflicts of interest. In January 2015,making this determination, the Compensation Committee engaged FPL Associates L.P. (“FPL”) to assist in, among other things, evaluating and amending Mr. Albright’s employment agreement and long-term incentive compensation.  As a result of this evaluation, in May 2015,noted the Company and Mr. Albright entered into an Amended and Restated Employment Agreement and various equity incentive compensation award agreements described in detail below.

Absence of Interlocks

None of the members of the Compensation Committee is or has been an executive officer of the Company, and no director who served on the Compensation Committee during 2015 had any relationships requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related-party transactions.  None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director of the Company or member of the Compensation Committee during 2015.

Competitive Considerations

While we do not benchmark compensation against any particular peer group, we endeavor to establish base salaries and cash bonus structures that are competitive with similar positions in our geographic

location and comparable to other companies who are publicly traded and/or whose business operations and relative size are similar to ours. In January 2015, the Compensation Committee retained FPL to, among other things, assess the appropriateness of the Company’s existing peer group of companies. Based on FPL’s advice, the Compensation Committee identified the companies listed below as an appropriate peer group:following:

The scope of Ferguson Partners’ engagement for 2021 was to advise the Compensation Committee on matters related to the compensation of our executive officers, including the implementation of our enhanced compensation practices, and compensation of our independent directors. In 2021, Ferguson Partners supported the Compensation Committee by (i) attending Compensation Committee meetings, (ii) providing advice on the continuing implementation of our enhanced compensation practices, (iii) preparing and presenting analyses on compensation levels, including competitive assessments of the Company’s practices and policies and (iv) assisting the Company in preparing compensation-related materials and disclosure as requested by the Company.

Advisory Vote to Approve Executive Compensation

At our 2021 Annual Meeting, we conducted an advisory vote to approve executive compensation. While this vote was not binding on the Company, the Board, or the Compensation Committee, we believe that it is important for our stockholders to have an opportunity to vote on this proposal on an annual basis to express their views regarding executive compensation.

At the 2021 Annual Meeting, 96.7% of the votes cast on the advisory vote to approve the executive compensation proposal were in favor of our NEOs’ compensation as disclosed in our proxy statement, and as a result the proposal was approved. In evaluating our compensation program in 2021, we were mindful of our shareholder’s overwhelming support of the Company’s executive compensation programs.

We have determined that our stockholders should vote on a Say-on-Pay proposal each year, consistent with the preference expressed by our stockholders at the Company’s 2017 annual meeting of stockholders.

Competitive Considerations (Peer Group)

Starting in 2017, in connection with the redesign of our executive compensation practices, and based on advice from our compensation consultant at that time, we implemented the practice of formally benchmarking executive compensation. The benchmarking data assists the Compensation Committee in comparing overall compensation practices against a broad mix of companies to ensure that our compensation practices are reasonable in light of both industry trends and the size of the Company. The Compensation Committee views the compensation practices of our peer companies as a useful

reference point when structuring each component of compensation and total remuneration overall. While references are made to the median of our peer group, the Compensation Committee does not target the median, average or any specific percentile of the peer group.

With the assistance of our compensation consultant, as a result of our transformation over the last several years from primarily a Florida land company to a diversified REIT, in 2021 the Compensation Committee established a peer group of the 14 companies listed below, all of which are REITs.

2021 PEER GROUP

Mr. Patten, whose employment commenced on April 16, 2012, had an annual base salary for fiscal year 2015 of $220,500.  In January 2016, Mr. Patten received a 3.0% increase in his annual base salary to $227,115.  Mr. Patten’s performance was also reviewed by the Compensation Committee for 2015, with input from the Board.  His salary increase was based on the Company’s overall performance, the achievement of 2015 performance goals and his contributions as Chief Financial Officer.  The Committee determined that Mr. Patten’s performance exceeded expectations in 2015. Mr. Patten led the offering process for the Company’s issuance of $75 million aggregate principal convertible notes and the amendment and restatement of the Company’s revolving credit facility. Mr. Patten also played an integral role in finalizing the permitting required for the Tomoka Town Center project and thereby the related land sales transactions.  He also continued to improve the system of internal controls over financial reporting, including the implementation of the 2013 COSO framework, and led the implementation of an enhanced disaster recovery program and structure.  Mr. Patten’s involvement in the community included his term as Treasurer of the Daytona Regional Chamber of Commerce, leading a benefit event that raised funds in support of the teachers and students of Volusia County and his election to the board of directors of the Futures Foundation.

Mr. Smith, whose employment commenced on October 22, 2014, had an annual base salary for fiscal year 2015 of $185,000.  In January 2016, Mr. Smith received a 3.0% increase in his annual base salary to $190,550. Mr. Albright reviewed Mr. Smith’s performance for 2015 and determined that it exceeded expectations.  He provided valuable leadership and oversight with respect to several crucial transactional and regulatory matters during the year.  His administration of Board and Board Committee meetings, corporate securities legal matters and overall corporate maintenance and oversight was excellent.  In his role as head of human resources, he updated and improved a number of the Company’s procedures, and initiated and implemented several enhancements to the Company’s employee benefits package.

Cash Bonus.  During 2010, the Board adopted and approved, following the recommendation of the Compensation Committee, the Consolidated-Tomoka Land Co. Annual Executive Cash BonusIncentive Plan (as subsequently amended, the “Cash Bonus Plan”).  In July 2015, the Board approved an amended version of the Cash Bonus Plan that the Compensation Committee, at the Board’s direction, had revised to include more objective and measurable criteria, and to align the plan more fully with management’s Board-approved goals and objectives. The purpose of the Cash BonusAnnual Incentive Plan is to create a mutuality of interest between management and the Company’s shareholdersstockholders through a bonusan annual cash incentive structure designed to incentivize and reward specific actions and outcomes that will contribute to and accelerate execution of the Company’s long-term strategic business plan and thereby increase long-term shareholderstockholder value. The Cash Bonus Plan performance criteria are designed to incentivize those management actions that best serveDuring the short and long-term interestbeginning of the shareholders, as determined by goals and objectives set annually by the Board.  Any discretionary awards will be based on the subjective evaluation and recommendation ofeach fiscal year, the Compensation Committee, towith the full Board.

In the first quarterassistance of its compensation consultant, establishes target cash incentive amounts for each plan participant (usually a percentage of base salary), as well as objective performance metrics that will be used to evaluate the NEOs’ performance during the coming year, including the Board, uponrelative weighting among the recommendation ofvarious metrics. In addition, the Compensation Committee will determineestablish, for each metric, a “threshold,” “target” and “outperform/maximum” level of achievement (the “Goals”). The “threshold” Goal means the potential bonus pool, adopt specific annual goals related to each criteria,

approve a listminimum level of plan participants, and establish the potential bonus award (“PBA”) for a 100 percent rating.  Pursuantachievement pertaining to the Cash Bonus Plan, maximum PBA payouts are limitedmetric required for an award to upbe earned under the Annual Incentive Plan; the “target” Goal means the level of achievement pertaining to 100% of base annual salarythe metric required for the chief executive officer (“CEO”), uptarget award to 55%be earned; and the “outperform/maximum” Goal means the level of base annual salaryachievement pertaining to the metric required for any other executive officers, upthe maximum award. Linear interpolation will be used to 45% of base annual salary for vice presidents,determine amounts earned and up to 35% of base annual salary for managers.  The Chairman ofpaid based on achievement levels between the Board will annually make bonus recommendations to“threshold” and “target” Goals and between the “target” and “outperform/maximum” Goals. For 2021, the Compensation Committee on the performanceselected two objective metrics, and established objective, measurable Goals utilizing such metrics for 70% of the CEOtarget annual incentive amount for the year.

The metrics described below were selected for 2021 under the Cash Bonus Plan, and the CEO will make bonus recommendations to the Compensation Committee as to all other plan participants. The Compensation Committee will review these recommendations and make its recommendations to the Board for final approval.

The performance criteria to be used under the current Cash Bonus Plan, adopted in July 2015, are:Annual Incentive Plan:

The following table sets forth the weighting and Goals established during the first 90 days of 2021 under the Annual Incentive Plan for the above metrics, along with the actual 2021 results achieved by management and the outcome under each of the metrics, as determined by the Compensation Committee.

AtRegarding the qualitative portion of the Annual Incentive Plan for 2021, the Compensation Committee’s determinations regarding eligibility for such portion for each of our NEOs is set forth below.

During 2021, under the leadership of Mr. Albright, the Company accomplished the following:

Total Stockholder Return. The Company delivered total stockholder return (“TSR”) of 57% during 2021, through a combination of share price appreciation and our $1.00 per share quarterly dividend, which we established at the end of 2020. Our TSR of 57% outpaced the Cash Bonus Plan year,MSCI US REIT Index, the Compensation Committee will rate each participant’s performance in relation to each of the above criteria.  The cumulative score for each participant will be multiplied by the PBA to determine the individual’s bonus.  The Compensation Committee may, with the approval of the Board, increase or decrease an individual participant’s award.

The following commentary sets forth the performance goals under the Cash Bonus Plan established by the Compensation Committee for 2015S&P 500 Index and the results achieved for the Cash Bonus Plan year:

president of real estate and a new creative services and technology manager. Goals and direction were also set to properly incentivize employees. Senior management also met with public and private leadership to bring new businesses to the Daytona Beach/Volusia County community.

The bonuses for the three named executive officers reflected the Company’s financial results and their individual performance. Pursuant to Mr. Albright’s employment agreement, for each fiscal year during his employment, Mr. Albright will be eligible to earnpeer group average. Our $1.00 per share quarterly dividend represented an annual bonusannualized yield of between 0% and 60% of his base salary, and will be determined by the Board,6.5% based on the attainmentclosing price of our common stock on December 31, 2021.

Portfolio Growth and Repositioning. We acquired eight multi-tenant retail and mixed-use properties at a weighted-average going-in cash cap rate of 7.2% for total acquisition volume of $249.1 million. The newly acquired properties are in well-located submarkets of the high-growth cities of Las Vegas, Nevada; Salt Lake City, Utah; Dallas, Texas; Raleigh, North Carolina; Santa Fe, New Mexico; Orlando, Florida and Atlanta, Georgia. In addition, we strategically recycled capital by disposing of 15 of our income properties for $162.3 million in proceeds at a weighted average exit cap rate of 6.0% for aggregate gains of $28.2 million, and by monetizing non-income producing assets including the remaining interest in our legacy Daytona Beach land joint venture, our six-acre downtown Daytona Beach land parcel, and 84,900 acres of subsurface rights.

Balance Sheet Enhancement. We issued 3,000,000 shares of 6.375% Series A Preferred stock for total net proceeds of $72.4 million, and closed on two 5-year, fixed rate term loans for total proceeds of $165 million at a 1.99% initial rate; and further improved our balance sheet by repurchasing $11.4 million of 2025 Convertible Senior Notes at an average premium of 113.6%, and repurchasing 40,553 common shares at an average price of $54.48 per share.

Alpine Growth. We continued to successfully execute the acquisition growth strategy for Alpine, an externally advised, net-lease REIT managed by the Company that was formed in November 2019. During 2021, Alpine acquired 68 net lease retail properties for total acquisition volume of $260.3 million, reflecting a weighted-average going-in cash cap rate of 6.8%. Alpine also closed on its first follow-on equity offering of 3.2 million shares, issued an additional 761,902 shares under its ATM program, and closed on two fixed-rate term loans totaling $140 million.

Operations. We reported net income of $4.69 per diluted share, and FFO, Core FFO and AFFO per diluted share of $3.35, $3.93 and $4.36,¹ respectively. We also signed 406,240 square feet of leases, extensions and renewals at an average per square foot rent of $15.85. Finally, we opened our Winter Park corporate and/or individualheadquarters in temporary space at our newly-acquired 369 N. New York Avenue building, and began the design process for our new permanent headquarters location.

Mr. Albright reviewed Mr. Greathouse’s performance goalsfor 2021 with input from the Board. His most significant accomplishments and contributions to the Company’s success included his key role in leading the Company’s asset acquisition and disposition efforts, as mutually agreedboth the Company’s and Alpine’s portfolios grew substantially during the year; his continued success in leading the Company’s asset management team to strong leasing, occupancy and rent collections; and his key role in the Company’s strategic objective to substantially exit the legacy Daytona Beach land business. In February 2022, the Board, upon bythe recommendation of Mr. Albright and the Board. The Compensation Committee, with Board approval, awarded determined that Mr. Greathouse was eligible for 150% of the qualitative component under the Annual Incentive Plan.

Mr. Albright 90% ofreviewed Mr. Partridge’s performance for 2021 with input from the Board. His most significant accomplishments and contributions to the Company’s success included his PBAefforts to proactively manage the Company’s and Alpine’s balance sheet and liquidity, which included numerous key transactions for a bonus of $270,000both the Company and Alpine in the debt and equity markets; his continued consistent dialogue with investors and equity analysts, resulting in additional equity research coverage for fiscal 2015, which was based on his individual performance described under Executive Compensation Elements on page 21.

Pursuantboth the Company and Alpine; and enhancements to Mr. Patten’s employment agreement, for each fiscal year during his employment, Mr. Patten will be eligible to earn an annual bonus. For 2015, Mr. Patten’s PBA was set at between 0%the Company’s financial reporting framework and 55% of his base salary, and is to be determined byinternal controls. In February 2022, the Board, based onupon the attainmentrecommendation of corporate and/or individual performance goals set by the Board. The Compensation Committee awarded Mr. Patten 90% of his PBA for a bonus of $109,148 for fiscal 2015, which was based on his individual performance described under Executive Compensation Elements on page 21.

Pursuant to Mr. Smith’s employment agreement, for each fiscal year during his employment, Mr. Smith will be eligible to earn an annual bonus. The bonus will vary between 0% and 50% of his base salary, and is to be determined by Mr. Albright based on the attainment of corporate and/or individual performance goals set by Mr. Albright. Mr. Albright awarded Mr. Smith 90% of his PBA for a bonus of $83,250 for fiscal year 2015, which was based on his individual performance described under Executive Compensation Elements on page 21.

In January 2016,and the Compensation Committee, met and reviewed the overall performancedetermined that Mr. Partridge was eligible for 150% of the Company with respect to stated goalsqualitative component under the Cash BonusAnnual Incentive Plan.

Mr. Albright reviewed Mr. Smith’s performance for 2021 with input from the Board. His most significant accomplishments and contributions to the Company’s success included oversight of negotiation and successful execution of numerous key transactions in collaboration with the executive team in direct support of the Company’s strategic objectives, including to substantially exit the legacy Daytona Beach land business and reposition the Company’s income property portfolio; his continued execution and development of the Company’s and Alpine’s public disclosures and corporate governance; and successful management of numerous initiatives in connection with the Company’s enlarged employee base. In February 2022, the Board, upon the recommendation of Mr. Albright and the Compensation Committee, determined that Mr. Smith was eligible for 150% of the qualitative component under the Annual Incentive Plan.

The table below sets forth the actual awards earned by each of the NEOs under the Annual Incentive Plan and based on the targeted goals for 2015, which were achieved and exceeded, a bonus pool of $440,916 was approved. Mr. Albright was authorized to make awards from this pool to all other employees, including Messrs. Patten and Smith.their achievements during 2021:

Equity Compensation. The Consolidated-Tomoka Land Co.Company’s Second Amended and Restated 2010 Equity Incentive Plan (the “2010 Plan”) was adopted by the Board and approved by the shareholdersstockholders in 2010. The 2010 Plan was amended and restated in April 2013, then amended in April 2014 to increase to 450,000 the number of authorized shares, both of which were approved by the shareholders. The 2010 Plan replaced the 2001 Stock Option Plan.2018. Awards under the 2010 Plan are approved by the Compensation Committee. The 2010 Plan provides the Compensation Committee with flexibility to design compensatory awards that are responsive to the Company’s needs. Subject to the terms of the 2010 Plan, the Compensation Committee has the discretionneeds, and to determine the terms of each award. Awards under the 2010 Plan may be in the form of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares and performance units. Employees of the Company and its subsidiaries and nonemployee directors may be selected by the Compensation Committee to receive awards under the 2010 Plan. Restricted stock awards will be counted against the 2010 Plan maximum of 450,000 shares in a 1.41-to-1 ratio. Time-vested full value awards, such as restricted stock, are used primarily as a retention tool. While time-vested full value equity awards do not reward stock price growth to the same extent as stock options or performance conditioned awards, the Compensation Committee believes that time-vested full value awards are an effective compensation tool because the current value of the award is more visible to the executive. Additionally, the Compensation Committee believes that time-vested full value awards create an interest that encourages executives to think and act like stockholders and serve as a competitive retention vehicle. The time-vested restricted stock granted in 2014, 2015 and 2016 vests ratably over approximately three years provided that the holder is continuously employed with us through each anniversary date. This reserved share amount is

subject to adjustments by the Compensation Committee as provided in the 2010 Plan for stock splits, stock dividends, recapitalizations, and other similar transactions or events. The 2010 Plan also contains limits on the number of shares represented by awards that any participant may receive during any one calendar year, as described more fully below.

The Board and the Compensation Committee intend that the 2010 Plan will be the primary vehicle for providing long-term compensation to and retention of its named executive officersNEOs and other key managers in the near term.

The long-term incentive component of our executive compensation program currently employs a combination of two types of equity awards—Performance Shares and Time-Based Restricted Stock—which are awarded to his employment agreement, Mr. Albright received a grantour NEOs near the beginning of an optioneach year in approximately the weightings set forth below.

Performance Shares. Performance Share award recipients are eligible to purchase 50,000vest in and receive shares of ourthe Company’s common stock under the 2010 Plan, effective August 1, 2011. The exercise price per share is $28.90, the fair market valuebased on the grant date. One-thirdCompany’s TSR during a three-year performance period relative to an established comparison group of this option vested on eachcompanies (“Relative TSR”). Each award of Performance Shares stipulates an initial target number of shares, and the recipient is eligible to receive, at the end of the first, second and third anniversariesperformance period, a percentage of the grant date. Any unvested portiontarget number of this option would have vested upon a change in control. This option would have expiredshares based on the earliest of: (a)achievement of threshold, target and outperform/maximum Relative TSR percentile goals. The threshold, target and outperform/maximum Relative TSR percentile goals for the tenth anniversary of the grant date; (b) twelve months after Mr. Albright’s death or termination for disability; or (c) thirty days after the termination of Mr. Albright’s employment with the Company for any reason other than death or disability. As of December 31, 2015, all portions of this option had vested and become exercisable, and Mr. Albright had exercised the option for all 50,000 shares.

Pursuant to his employment agreement, Mr. Albright also received an “inducement” grant of 96,000 shares of restricted common stock in accordance with and subject to the exception2021 awards are set forth in Section 711(a)the table below.

Performance Period: January 1, 2021 to December 31, 2023

Comparison Group: Component companies of the NYSE MKTMSCI US REIT Index (the “Index”) as of February 1, 2021

TSR Governor: Payout percentage cannot exceed 100% if absolute TSR does not exceed 3% per annum

If the Company’s Relative TSR percentile falls below the 34^th percentile, then none of the 2021 Performance Shares will vest. If the Relative TSR percentile falls between the threshold and target goals, or between the target and outperform/maximum goals, linear interpolation will be used to determine the vesting percentage.

In addition, if the Company Guide. The restricted shares vest in six tranches of 16,000 shares each, upon the price per share of Companydeclares and pays dividends on its outstanding common stock during the term of Mr. Albright’s employment (or withinperformance period, the Performance Share award recipients will be entitled to have dividend equivalents accrued with respect to the Performance Shares. Such dividend equivalents will be subject to the same vesting and forfeiture requirements as the underlying Performance Shares to which they relate and, to the extent they become vested, be paid to the Performance Share award recipients in cash no later than 60 days after the conclusion of the performance period. In the event of a

nonqualifying termination of his employment by the Company without cause) meeting or exceeding target trailing 60-day average closing prices as follows: $36 per share for the first tranche; $40 per share for the second tranche; $46 per share for the third tranche; $53 per share for the fourth tranche; $60 per share for the fifth tranche; and $65 per share for the sixth tranche. If any tranche of the restricted share grant fails to satisfy the applicable stock price conditiona Performance Share award recipient prior to the sixthend of the performance period, all of the rights to performance shares will be automatically forfeited along with the participants’ rights to the cash payment of any dividend equivalent.

The table below shows the Company’s Relative TSR percentile and payout percentage of target for Performance Shares since the inception of the current compensation program in early 2017.

Time-Based Restricted Stock. Time-Based Restricted Stock awards consist of a fixed number of shares of the Company’s common stock, which shares vest ratably over approximately three years, provided that the holder is continuously employed with the Company through each anniversary date. In addition, each restricted stock award entitles its holder to a cash payment equal to the aggregate dividends that would have been paid on the total number of shares that ultimately vest, as if such shares had been outstanding on each dividend record date over the period from the grant date that tranche will be forfeited. Mr. Albright has the right to vote all of the restricted shares prior to their vesting, but will not be entitled to dividends paid on any unvested shares. The first four tranches have vested, one tranche on each of the following dates: March 21, 2013; May 12, 2014; August 20, 2014; and December 22, 2014, which resulted inthrough the vesting of 64,000 restrictedthe shares. As of December 31, 2015, the fifth and sixth tranches have not yet vested. In February 2016, the agreement governing this award was amended to provide that any unvested tranches of the restricted shares will vest immediately upon Mr. Albright’s termination of employment without Cause or for Good Reason (as such terms are defined in his amended and restated employment agreement), in each case, at any time during the 24-month period following a change in control.

On January 22, 2014, Mr. Albright received a grant of 6,000 shares of restricted common stock under the 2010 Plan for his 2013 performance. One-third of these shares will vest on each of the first, second, and third anniversaries of the grant date, provided that Mr. Albright is an employee of the Company on those dates. The fair market value on the date of the grant was $36.25 per share, but the fair market value of the award when vestedSuch dividend equivalents will be subject to the fair market value on eachsame vesting date. In addition, any unvested portion of the restricted shares will vest immediately upon a change in control. Mr. Albright has the right to vote the restricted shares prior to their vesting but will not be entitled to dividends paid on any unvested shares. As of December 31, 2015, 2,000 of these restricted shares have vested.

On February 9, 2015, Mr. Albright received a grant of an option to purchase 20,000 shares of our common stock under the 2010 Plan. The exercise price per share was $57.50, the fair market value on the grant date. This option vested on January 28, 2016, and expires on the earliest of: (a) January 28, 2025; (b) twelve months after Mr. Albright’s death or termination for disability; or

(c) thirty days after the termination of Mr. Albright’s employment with the Company for any reason other than death or disability. As of December 31, 2015, no portion of this option had vested and become exercisable.

On February 9, 2015, Mr. Albright received a grant of 8,000 shares of restricted common stock under the 2010 Plan for his 2014 performance. One-third of these shares vested on January 28, 2016 and the remaining two-thirds of these shares will vest in equal installments on January 28 of each of 2017 and 2018, respectively, provided that Mr. Albright is an employee of the Company on each of those dates. The fair market value on the date of the grant was $57.50 per share, but the fair market value of the award when vested will be the fair market value on each vesting date. In addition, any unvested tranches of the restricted shares will vest immediately upon a change in control. Mr. Albright has the right to vote the restricted shares prior to their vesting but will not be entitled to dividends paid on any unvested shares. As of December 31, 2015, none of these restricted shares had vested.

On May 20, 2015, in connection with the execution of his amended and restated employment agreement, Mr. Albright received a grant of an option to purchase 40,000 shares of our common stock (the “May 2015 Option Grant”). The exercise price per share was $55.62, the fair market value on the grant date. As of December 31, 2015, no portion of this option had vested and become exercisable. One-third of this option vested on January 28, 2016. In February 2016, this option was voluntarily surrendered by Mr. Albright and replaced with the New Option Grant as more fully described below.

On May 20, 2015, in connection with the execution of his amended and restated employment agreement, Mr. Albright also received a grant of 94,000 shares of restricted common stock (the “May 2015 Restricted Share Grant”). The May 2015 Restricted Share Grant provided that these restricted shares would vest in seven tranches, with the first two tranches being 2,000 shares each and the last five tranches being 18,000 shares each, upon the price per share of Company common stock during the term of Mr. Albright’s employment (or within 60 days after termination of his employment by the Company other than for cause, due to death or disability or due to his voluntary resignation) meeting or exceeding target trailing 30-day average closing prices ranging from $60.00 per share for the first tranche to $90.00 per share for the final tranche. If any tranche of the restricted shares fails to satisfy the applicable stock price condition prior to January 28, 2021, that tranche of the restricted shares would be forfeited. Mr. Albright has the right to vote the restricted shares prior to their vesting but is not entitled to dividends paid on any unvested shares. As of December 31, 2015, none of these restricted shares had vested. In February 2016, the agreement governing this award was amended (i) to provide that any unvested tranches of the restricted shares will vest immediately upon Mr. Albright’s termination of employment without Cause or for Good Reason (as such terms are defined in his amended and restated employment agreement), in each case, at any time during the 24-month period following a change in control and (ii) to reduce the number of restricted shares granted thereunder from 94,000 to 22,000, as more fully described below.

On January 27, 2016, Mr. Albright received a grant of 6,000 shares of restricted common stock under the 2010 Plan for his 2015 performance. One-third of these shares will vest on each of the first, second, and third anniversaries of January 28, 2016, provided that Mr. Albright is an employee of the Company on each of those dates. The fair market value on the date of the grant was $45.10 per share, but the fair market value of the award when vested will be the fair market value on each vesting date. In addition, any unvested tranches of the restricted shares will vest immediately upon a change in control. Mr. Albright has the right to vote the restricted shares prior to their vesting but will not be entitled to dividends paid on any unvested shares.

Upon review, it was determined that the individual annual award limit under the 2010 Plan was inadvertently exceeded by the awards made to Mr. Albright in 2015. In determining the extent to which the 2010 Plan’s individual annual award limit had been exceeded, the Compensation Committee,forfeiture requirements as the administrator of the 2010 Plan, became aware of an ambiguity in the 2010 Plan. Section 3(d) of the 2010 Plan appears to provide for an overall limit of 50,000 shares applicable to all awards granted

to any one participant in any calendar year; however, Section 3(e) of the 2010 Plan provides for two additional limits of 50,000 shares each, specifically applicable to any (a) Qualified Performance-Based Awards (as defined in the 2010 Plan) constituting stock options and stock appreciation rights and (b) Qualified Performance-Based Awards other than stock options and stock appreciation rights.  The Compensation Committee noted that Section 3(e) of the 2010 Plan appears to create specific exceptions to the overall limitation imposed by Section 3(d), although the language of the 2010 Plan is not unambiguous in this regard.

In consultation with outside advisors, the Compensation Committee has decided to limit awards under the 2010 Plan to 50,000 shares per individual per year, although it believes that the 2010 Plan is open to the alternative interpretation of providing for three separate 50,000 share limits.  As a result, the awards of options andunderlying shares of restricted stock granted to Mr. Albright in 2015 exceededwhich they relate. In the 2010 Plan’s individual annual award limit by an aggregateevent of 112,000 shares (the “Excess 2015 Awards”).  In consultation with the Board, Mr. Albright elected to rectify the Excess 2015 Awards by surrendering in full the May 2015 Option Grant and surrendering in part the May 2015 Restricted Share Grant.  A portiona nonqualifying termination of the surrendered awards has been replaced with new awards under the 2010 Plan in 2016 as described below.

Having determined that the 2015 awards were consistent with the Company’s compensation philosophy of establishing long-term incentives for creating additional shareholder value, the Compensation Committee awarded Mr. Albright in February 2016 (i) an option to purchase an additional 40,000 shares of our common stock under the 2010 Plan (the “New Option Grant”) and (ii) a grant of 4,000 restricted shares of our common stock (the “New Restricted Share Grant”).  The New Option Grant has an exercise price per share of $55.62, which is equalparticipant prior to the exercise price per share applicable to the May 2015 Option Grant.  This option is intended to have the same vesting terms as the May 2015 Option Grant, and as a result has vested with respect to 13,200 shares and will vest with respect to 13,200 shares and 13,600 shares on January 28, 2017 and January 28, 2018, respectively. Any unvested portion of this option will vest upon a change in control.  This option expires on the earliest of: (a) January 28, 2025; (b) twelve months after Mr. Albright’s death or termination for disability; or (c) thirty days after the termination of Mr. Albright’s employment with the Company for any reason other than death or disability.  The New Restricted Share Grant is intended to have the same vesting terms as the May 2015 Restricted Share Grant, and as a result will vest upon the price per share of Company common stock during the term of Mr. Albright’s employment (or within 60 days after termination of his employment by the Company other than for cause, due to death or disability or due to his voluntary resignation) meeting or exceeding the target trailing 30-day average closing price of $75 per share.  If the restricted shares fail to satisfy the stock price condition prior to January 28, 2021, the restricted shares will be forfeited.  Any unvested restricted shares will vest immediately upon Mr. Albright’s termination of employment without Cause or for Good Reason (as such terms are defined in his amended and restated employment agreement), in each case, at any time during the 24-month period following a change in control.  Mr. Albright has the right to vote the restricted shares prior to their vesting but is not entitled to dividends paid on any unvested shares.  As of March 3, 2016 these restricted shares have not vested.  There was sufficient capacity under the 2010 Plan to make these corrective awards to Mr. Albright in 2016.

The following table sets forth the tranches of the May 2015 Restricted Share Grant that have been retained, surrendered and re-granted in 2016 following the actions described above.

The following table illustrates (a) the awards granted to Mr. Albright in 2015, both with and without the surrendered May 2015 Option Grant and the surrendered portion of the May 2015 Restricted Share Grant and (b) the annual awards granted to Mr. Albright in 2016 in the ordinary course together with the New Option Grant and the New Restricted Share Grant.

Upon the Compensation Committee becoming aware of the Excess 2015 Awards, it directed the Company to review prior years’ equity awards to determine if the individual annual award limit had been exceeded in any other instances.  It was determined that the 2010 Plan’s individual annual award limit had not been exceeded by any other equity awards.  The Compensation Committee is reviewing our equity incentive administration systems for the purpose of evaluating and implementing new processes to prevent future overages.

Pursuant to his employment agreement, Mr. Patten received a grant of an option to purchase 10,000 shares of our common stock under the 2010 Plan on April 16, 2012.  The exercise price per share was $29.34, the fair market value on the grant date.  One-third of this option vested on each of the first, second and third anniversaries of the grant date.  Any unvested portion of this option would have vested upon a change in control.  This option expires on the earliest of: (a) the tenth anniversary of the grant date; (b) twelve months after Mr. Patten’s death or termination for disability; or (c) thirty days after the termination of Mr. Patten’s employment with the Company for any reason other than death or disability.  As of December 31, 2015, this option has vested and become exercisable fordate, all of the shares underlying the option.

Pursuantrights to his employment agreement, Mr. Patten also received a grant of 17,000 shares ofunvested restricted common stock under the 2010 Plan.  The restricted shares will vest in six tranches,be automatically forfeited along with the first two tranches being 2,500 shares each andparticipants’ rights to the last four tranches being 3,000 shares each, uponcash payment of any dividend equivalent.

The table below provides information on the price per share of Company common stock during the term of Mr. Patten’s employment (or within 60 days after termination of his employment by the Company without cause) meeting or exceeding the greater of $36.00 or 120 percent of the trailing 7-day average preceding the grant date for the first tranche, and the price per share meeting or exceeding target trailing 60-day average closing prices ranging from

$40.00 per share for the second tranche2021 annual equity grants made to $65.00 per share for the final tranche.  If any tranche of the restricted shares fails to satisfy the applicable stock price condition prior to six years from the grant date, that tranche of the restricted shares will be forfeited.  Mr. Patten has the right to vote the restricted shares prior to their vesting but is not entitled to dividends paid on any unvested shares.  The first four tranches have vested, one tranche on each of the following dates: January 25, 2013; May 12, 2014; August 20, 2014; and December 22, 2014, which resulted in the vesting of 11,000 restricted shares.  As of December 31, 2015, the fifth and sixth tranches have not yet vested.  In February 2016, the agreement governing this award was amended to provide that any unvested tranches of the restricted shares will vest immediately upon Mr. Patten’s termination of employment without Cause or for Good Reason (as such terms are defined in his amended and restated employment agreement), in each case, at any time during the 24-month period following a change in control.our NEOs.

On January 23, 2013, Mr. Patten received a grant of an option to purchase an additional 10,000 shares of our common stock under the 2010 Plan for his performance in 2012.  The exercise price per share was $34.95, representing the fair market value on the grant date.  This option has a three-year vesting period with one-third of the options vesting on each of the first, second, and third anniversaries of the grant date, provided Mr. Patten was an employee of the Company on those dates.  In addition, any unvested portion of the option would have vested upon a change in control.  The option expires on the earliest of: (a) the fifth anniversary of the grant date; (b) twelve months after Mr. Patten’s death or termination for disability; or (c) thirty days after the termination of Mr. Patten’s employment for any reason other than death or disability.  As of December 31, 2015, this option has vested and become exercisable for two-thirds of the total shares underlying the option.

On January 28, 2015, Mr. Patten received a grant of 3,000 restricted shares for his 2014 performance. One-third of these shares will vest on each of the first, second, and third anniversaries of the grant date, provided that Mr. Patten is an employee of the Company on those dates.  The fair market value on the date of the grant was $55.19 per share, but the fair market value of the award when vested will be the fair market value on each vesting date.  In addition, any unvested tranches of the restricted shares will vest immediately upon a change in control.  Mr. Patten has the right to vote the restricted shares prior to their vesting but will not be entitled to dividends paid on any unvested shares.  As of December 31, 2015, none of these restricted shares has vested.

On January 27, 2016, Mr. Patten received a grant of 3,000 restricted shares for his 2015 performance. One-third of these shares will vest on each of the first, second, and third anniversaries of January 28, 2016, provided that Mr. Patten is an employee of the Company on those dates.  The fair market value on the date of the grant was $45.10 per share, but the fair market value of the award when vested will be the fair market value on each vesting date.  In addition, any unvested tranches of the restricted shares will vest immediately upon a change in control.  Mr. Patten has the right to vote the restricted shares prior to their vesting but will not be entitled to dividends paid on any unvested shares.

Pursuant to his employment agreement, on October 22, 2014, Mr. Smith received a grant of an option to purchase 10,000 shares of our common stock under the 2010 Plan.  The exercise price per share was $50.00, the fair market value on the grant date.  One-third of this option vests on each of the first, second and third anniversaries of the grant date.  Any unvested portion of this option will vest upon a change in control.  This option expires on the earliest of: (a) the tenth anniversary of the grant date;

(b) twelve months after Mr. Smith’s death or termination for disability; or (c) thirty days after the termination of Mr. Smith’s employment with the Company for any reason other than death or disability. As of December 31, 2015, one-third of this option has vested and become exercisable.

Pursuant to his employment agreement, Mr. Smith also received a grant of 2,500 shares of restricted common stock under the 2010 Plan.  The restricted shares will vest in two tranches of 1,250 each, upon the price per share of Company common stock during the term of Mr. Smith’s employment (or within 60 days after termination of his employment by the Company without cause) meeting or exceeding target trailing 60-day average closing prices of $60 for the first tranche and $65 for the second tranche.  If any tranche of the restricted shares fails to satisfy the applicable stock price condition prior to six years from the grant date, that tranche of the restricted shares will be forfeited. Mr. Smith has the right to vote the restricted shares prior to their vesting but is not entitled to dividends paid on any unvested shares.  As of December 31, 2015, none of these restricted shares has vested. In February 2016, the agreement governing this award was amended to provide that any unvested tranches of the restricted shares will vest immediately upon Mr. Smith’s termination of employment without Cause or for Good Reason (as such terms are defined in his amended and restated employment agreement), in each case, at any time during the 24-month period following a change in control.

On January 28, 2015, Mr. Smith received a grant of 500 restricted shares for his 2014 performance. One-third of these shares will vest on each of the first, second, and third anniversaries of the grant date, provided that Mr. Smith is an employee of the Company on those dates.  The fair market value on the date of the grant was $55.19 per share, but the fair market value of the award when vested will be the fair market value on each vesting date.  In addition, any unvested tranches of the restricted shares will vest immediately upon a change in control.  Mr. Smith has the right to vote the restricted shares prior to their vesting but will not be entitled to dividends paid on any unvested shares.  As of December 31, 2015, none of these restricted shares has vested.

On January 27, 2016, Mr. Smith received a grant of 3,000 restricted shares for his 2015 performance. One-third of these shares will vest on each of the first, second, and third anniversaries of January 28, 2016, provided that Mr. Smith is an employee of the Company on those dates.  The fair market value on the date of the grant was $45.10 per share, but the fair market value of the award when vested will be the fair market value on each vesting date.  In addition, any unvested tranches of the restricted shares will vest immediately upon a change in control.  Mr. Smith has the right to vote the restricted shares prior to their vesting but will not be entitled to dividends paid on any unvested shares.

401(k) Plan. Employees (including the named executive officers)NEOs) may participate in our 401(k) Plan, a tax-qualified retirement plan maintained to provide the opportunity to provide for retirement savings through tax-advantaged employee contributions. The 401(k) Plan permits eligible employees to contribute compensation up to the maximum limit set annually by the Internal Revenue Service, subject to certain limitations imposed by the Internal Revenue Code. The employees’ elective contributions are immediately vested and non-forfeitable in the 401(k) Plan. Since January 2012, eligibility for the 401(k) Plan has required six calendar months of service in which the employee is credited with 160 hours of service in each month. The Company made a matching contribution equal to 25% of the contributions made by plan participants.  Commencing with 2015, the Companyhas adopted a “safe harbor” matching program, in which the Company matches (i) 100% of the employee’s contribution up to 3% of the employee’s compensation and (ii) 50% of the employee’s contribution up to the employee’s next 2% of compensation, for a total potential match of 4% of the employee’s compensation, subject to certain limitations imposed by the Internal Revenue Code.

HealthEmployment Agreements. On June 30, 2011, we entered into an employment agreement with Mr. Albright to serve as our President and Welfare Benefits.CEO, effective August 1, 2011, which agreement was amended and restated on May 20, 2015, and again on July 29, 2020. On October 22, 2014, we entered into an employment agreement with Mr. Smith to serve as our Senior Vice President, General Counsel and Corporate Secretary. On February 26, 2016, we entered into an employment agreement with Mr. Greathouse to serve as our Senior Vice President-Investments. On October 1, 2020, we entered into an employment agreement with Mr. Partridge to serve as our Senior Vice President, Chief Financial Officer and Treasurer. We providedo not have any such agreements with any other officers or employees.

Severance Benefits. Each of our NEOs may become entitled to each named executive officer,receive certain payments or benefits upon a qualifying termination of employment (either prior to, or following, a Change in Control) pursuant to their employment agreements. These payments and benefits are described in detail in the section entitled “Potential Payments upon Termination or Change in Control”beginning on page 44 of this proxy statement. None of our other employees has a severance agreement or an employment agreement providing severance benefits; however, all full timefull-time employees medical, dentalof the Company may qualify to participate under the Company’s broad-based severance policy.

2022 Incentive Awards

In addition to the above-referenced increases in our NEOs’ 2022 base salaries, in February 2022 the Board approved 2022 award opportunities for our NEOs under the Annual Incentive Plan. The terms of the Annual Incentive Plan opportunities for 2022 are similar to the award terms from 2021, with the CEO’s threshold, target and vision coveragemaximum payout opportunities of 37.5%, 75% and 112.5%, respectively, of base salary, and the other NEOs’ threshold, target and maximum payout opportunities of 25%, 50% and 75%, respectively, of base salary.

Equity awards granted to the NEOs in February 2022 were consistent with the awards granted in 2021—i.e, three-year vesting schedules, utilizing the same thresholds and payout percentages as in 2021, with the comparison group comprised of the component companies of the Index as of February 1, 2022, and the same TSR Governor of 3%.

2022 Peer Group

As part of our ongoing compensation practices, the Compensation Committee periodically undertakes, with the assistance of its compensation consultant, a thorough review of the current peer group to determine whether any modifications are appropriate. In late 2021, the Compensation Committee once again undertook this process, with the assistance of Ferguson Partners. The Compensation Committee paid special attention to Company’s current asset base, market capitalization, and total enterprise value, as well as long-term disabilityother factors.

Peer Group for 2022:

As noted previously, with respect to the performance-based equity incentive awards granted in 2022, the Index will be utilized to measure Relative TSR. The above peer group will be utilized primarily for compensation benchmarking purposes.

The salary levels and life insurance.  The Company also pays a portionother compensation elements of our peer group are among the cost to cover employees’ dependents underfactors taken into consideration by the medical and vision plans.

We previously had a policy regarding post-retirement benefit programs for certain healthcare and life insurance benefits for eligible retired employees.  UnderCompensation Committee when evaluating the policy, all full-time employees became eligible to receive a life insurance benefit upcompensation of our NEOs (without benchmarking to a maximum of $5,000 if they retired after reaching age 55 with 20 or more years of service.  This program was non-contributory.  The retired employee would also receive a supplemental Medicare benefit if he or she retired at age 65 with 20 or more years of service. Retirees in Volusia County, Florida, were to enroll in the local Florida Health Care Plan, a federally qualified HMO, and we paid up to $25 of their monthly premium.  Retired employees in Highlands County, Florida, received a supplemental Medicare policy for which we paid up to $120 per month of the premium.  The portion of the post-retirement supplemental Medicare benefit premium that we paid was contributory with retiree contributions adjusted annually as the premiums changed.  In January 2015 we elected to discontinue the supplemental Medicare benefit and the life insurance benefit.specific target).

Perquisites.  In the past, we have provided named executive officers with a paid club membership at LPGA International and an automobile, including reimbursement of the costs for gasoline and vehicle maintenance.  Effective in fiscal year 2011, we eliminated these perquisites.

Other Matters

Health and Welfare Benefits. We provide to each NEO and all full-time employees medical, dental and vision coverage as well as long-term and short-term disability and life insurance. The Company also pays a portion of the cost to cover employees’ dependents under the medical, dental and vision plans.

Perquisites. The Company does not provide its NEOs with any perquisites or personal benefits.

Stock Ownership.  We have In January 2019, we adopted new and enhanced stock ownership guidelines for our directors and executive officers. These guidelines require that the following minimum ownership levels of the Company’s common stock:

(i) directors own no less thanDirectors: the greater of (A) sufficient shares of the Company’s common stock such that thetheir value of such shares equals or exceeds threefive times the director’s annual retainer fee and (B) 2,000 shares.

(ii) CEO: sufficient shares of the Company’s common stock and (ii)such that their value equals or exceeds six times his or her annual base salary.

(iii) Other executive officers own no less than 1,000officers: sufficient shares of the Company’s common stock.  such that their value equals or exceeds two times his or her annual base salary.

Compliance with these ownership guidelines areis measured on the first trading day of each calendar year (the “Compliance Date”), commencing on the fifth Compliance Date after the first yearlater of appointment(a) August 8, 2016 or election, as applicable.  All directors and executive officers are currently in compliance with the stock ownership guidelines.

Hedging Policy.  Employees and directors, or any designee of such employee or director, are not permitted to purchase financial instruments that are designed to hedge or offset any decrease in the market value of our equity securities that have been granted to the employee or director by us as part of the employee’s or director’s compensation or that are directly or indirectly held by the employee or director.

Severance Benefits.  Mr. Albright’s employment agreement provides that if his employment is terminated by the Company without cause, the Company will pay Mr. Albright an amount equal to 200% of his then-current base salary in one lump sum payment, on the forty-fifth day after(b) the date of termination of his employment, conditioned upon the delivery of a release of claims reasonably acceptablesuch person is first elected or appointed to the Company.  Mr. Albright’s employment agreement also provides that if, after a change in control of the Company (as defined in the employment agreement), Mr. Albright’s employment is terminated by the Company other than for cause or Mr. Albright voluntarily terminates employment for good reason (as defined in the employment agreement), he will receive separation pay in an amount equal to 200% of his then-current base salary in one lump sum payment on the forty-fifth day after the date of termination of his employment, conditioned upon the delivery of a release of claims reasonably acceptable to the Company.such position.

Mr. Patten’s employment agreement provides that if, after a change in control of the Company (as defined in the employment agreement), Mr. Patten’s employment is terminated by the Company other than for cause (as defined in the employment agreement) or Mr. Patten voluntarily terminates employment for good reason (as defined in the employment agreement), he will receive separation pay in an amount equal to 100% of his then-current base salary in one lump sum payment on the forty-fifth day after the date of termination of his employment, conditioned upon the delivery of a release of claims reasonably acceptable to the Company.

Mr. Smith’s employment agreement provides that if, after a change in control of the Company (as defined in the employment agreement), Mr. Smith’s employment is terminated by the Company other than for cause (as defined in the employment agreement) or Mr. Smith voluntarily terminates

employment for good reason (as defined in the employment agreement), he will receive separation pay in an amount equal to 100% of his then-current base salary in one lump sum payment on the forty-fifth day after the date of termination of his employment, conditioned upon the delivery of a release of claims reasonably acceptable to the Company.

In addition, with respect to Messrs. Albright, Patten and Smith, our senior vice president of investments is party to an employment agreement with the Company that includes a severance arrangement consistent with the severance arrangement for Messrs. Patten and Smith described above.  None of our other employees has a severance agreement; however, all full-time employees of the Company may qualify to participate under the Company’s broad-based severance policy.

Vesting of unexercised stock options and restricted shares.  Each option holder’s individual grant agreement or agreements entered into pursuant to the 2001 Plan provide that all unvested stock options and tandem SARs become vested upon the occurrence of a change in control.  Similarly, all award agreements under the 2010 Plan provide that all unvested stock options and restricted shares become vested upon a change in control.

Advisory Vote to Approve Executive Compensation.  We conducted an advisory vote to approve executive compensation last year at our 2015 Annual Meeting of Shareholders.  While this vote was not binding on the Company, the Board, or the Compensation Committee, we believe that it is important for our shareholders to have an opportunity to vote on this proposal on an annual basis to express their views regarding executive compensation.  At the 2015 Annual Meeting of Shareholders, 98.5% of the votes cast on the advisory vote to approve the executive compensation proposal were in favor of our named executive officers compensation as disclosed in our proxy statement, and as a result the proposal was approved.  The Board and Compensation Committee reviewed these vote results and, based on such results, elected not to make any material changes to our executive compensation policies and decisions.  We have determined that our shareholders should vote on a say-on-pay proposal each year, consistent with the preference expressed by our shareholders at our 2011 Annual Meeting of Shareholders.

Tax and Accounting Implications

Deductibility of Executive Compensation.  In designing our compensatory programs, we take into account the various tax, accounting and disclosure rules associated with various forms of compensation.  The Compensation Committee also reviews and considers the deductibility of executive compensation under section 162(m) of the Internal Revenue Code.  We generally seek to preserve tax deductions for executive compensation.  Nonetheless, the Compensation Committee may award compensation in the form of equity incentives, including performance based awards, that when recognized as compensation is not fully tax deductible when it believes such grants are in the best interests of our shareholders, and we reserve the right to do so in the future.  There is no guarantee that compensation payable pursuant to any of the Company’s compensation programs will ultimately be deductible bycommon stock acquired through the Company.

Nonqualified Deferred Compensation.  Effective January 1, 2005, Section 409Avesting of equity incentive awards such as restricted stock, performance shares or the exercise of a stock option (“incentive plan shares”), the recipient of such award must retain at least 50% of the Internal Revenue Code requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirementsincentive plan shares (net of the law with respectany incentive plan shares tendered to the timing of deferral elections, timing of paymentsCompany or sold to pay corresponding income tax withholding, other payroll taxes and, certain other matters.  In general, we intend to design and administer our compensation and benefits plans and arrangements for all of our employees so that they are either exempt from, or satisfywhere applicable, the requirements of, Section 409A.  We believe we are currently operating such plans in compliance with Section 409A.stock option exercise price).

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussion with management, the Compensation Committee has recommended to the Board of Directors that the Compensation

Discussion and Analysis be included in this proxy statement and incorporated by reference in our 2021 Annual Report on Form 10-K for the year ended December 31, 2015.Report. Submitted by the Compensation Committee: John J. Allen,Christopher W. Haga, Chairman, A. Chester Skinner, III,George R. Brokaw, and Thomas P. Warlow, III.Casey R. Wold.

Absence of Interlocks.None of the members of the Compensation Committee is or has been an executive officer of the Company and no director who served on the Compensation Committee during 2021 had any relationships requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related-party transactions. None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director of the Company or member of the Compensation Committee during 2021.

Summary Compensation Table for 2013-20152019-2021

The following table summarizes the compensation of our named executive officersNEOs for the fiscal years ended December 31, 2013, 2014,2019, 2020, and 2015:2021: