UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box: 

FRP HOLDINGS, 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): 

200 W. Forsyth Street, 7th Floor
Jacksonville, FL 32202

March 27, 2023

FRP Holdings, Inc.

Corporate Headquarters

200 West Forsyth Street, 7th Floor

Jacksonville, Florida 32202

Phone (904) 858-9100

December 22, 2016

Dear Fellow Shareholders:Shareholder:

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It is our pleasure toOn behalf of the board of directors, we thank you for your investment in FRP Holdings, Inc. (“FRP”) and invite you to attend our Annual Meetingthe 2023 annual meeting of Shareholders (“Annual Meeting”), whichshareholders on Wednesday, May 10, 2023 at 11:00 a.m. This year’s meeting will be held on Wednesday, February 1, 2017,virtually. To participate in the annual meeting, go to www.frpdev.com, click the Investors tab, and then click the link titled “2023 Annual Shareholders Meeting”.

We are soliciting proxies for use at 10:00 a.m. E.S.T.the annual shareholders meeting, at The River Club, Ortega Room, onwhich shareholders are being asked to consider and vote upon proposals to (i) elect the 34^th floorseven director nominees listed in the proxy statement for a one-year term, (ii) ratify the audit committee’s selection of the Wells Fargo Building, One Independent Drive, Jacksonville, Florida.independent auditor, (iii) approve, on an advisory basis, the executive compensation of our named executive officers and (iv) hold an advisory say-on-pay vote every one, two or three years.

AtYour vote is very important. Even if you plan to attend the virtual annual meeting, it is strongly recommended that you vote your shares of FRP stock by completing, signing, and returning the enclosed proxy card as soon as possible to ensure your shares are represented at the annual meeting. In order to vote during the virtual meeting, you will need to submit proof of ownership of your FRP stock or documentation of your proxy prior to the commencement of the meeting we will elect directors to serve for the coming yearfollowing email address: michelles@frpdev.com.

If you hold your shares in “street name” you should instruct your broker how to vote in accordance with your voting instruction card.

The accompanying proxy statement provides you with detailed and conduct a vote on proposalsimportant information about the annual meeting and the other business to amend the Company’s Articles of Incorporation, approve the 2016 Equity Incentive Plan and ratify the Audit Committee’s selection of our independent auditors. We also plan to report on our results and achievements during fiscal year 2016 and our results for the first quarter of fiscal year 2017.be considered by FRP’s shareholders. We encourage you to reviewread the enclosed Notice of Annual Meetingentire proxy statement carefully. You may also obtain more information about FRP from documents we have filed with the U.S. Securities and Proxy Statement for details regarding the Company’s performance in fiscal year 2016 and matters being voted on at the Annual Meeting.

We hope that you are able to attend the meeting. Whether or not you plan to attend, it is important that your shares be represented and voted at the meeting.Exchange Commission.

Thank you for your ongoing support of FRP Holdings, Inc.continued support.

	Sincerely,Very truly yours,
	Thompson S.John D. Baker, II
	Chief Executive OfficerChairman

This proxy statement is dated March 27, 2023 and is first being mailed to shareholders on or about April 5, 2023.

200 WestW. Forsyth Street, 7th Floor

Jacksonville, FloridaFL 32202

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 10, 2023

You are cordially invited to attend the virtual annual meeting of the shareholders of FRP Holdings, Inc. (the “Company”, or “FRP”) on May 10, 2023 at 11:00 a.m., Eastern Daylight Time, for the following purposes:

RECORD DATEThe board of directors of FRP recommends that you vote “FOR” the election of the seven nominees listed in the Director Election Proposal, “FOR” the Auditor Proposal, and “FOR” the Compensation Proposal, and “ONE YEAR” on the Frequency Proposal. We urge you to read this material carefully.

To participate in the annual meeting, go to www.frpdev.com, click the Investor Relations tab, and then click the link titled “2023 Annual Shareholders Meeting”. In order to vote during the virtual meeting, you will need to submit proof of record asownership of your FRP stock or documentation of your proxy prior to the commencement of the meeting to the following email address: michelles@frpdev.com.

Our board of directors has fixed the close of business on December 7, 2016 areMarch 15, 2023 as the record date for the determination of shareholders entitled to notice and to vote at the Annual Meeting.annual meeting or any postponement or adjournment thereof. Only holders of record of shares of FRP common stock at the close of business on the record date are entitled to notice of, and to vote at, the annual meeting and any postponements or adjournments thereof. At the close of business on the record date, FRP had 9,484,970 shares of common stock outstanding and entitled to vote.

MATERIALSThe ratification of the Auditor Proposal and the approval, on a non-binding, advisory basis, of the Compensation Proposal each require approval of a majority of the votes cast at the annual meeting. The outcome of the Director Election Proposal and the Frequency Proposal will be determined by a plurality of the votes cast at the annual meeting.

This packet contains our Notice of Annual Meeting and Proxy Statement. A copy of our 2016 Annual Report, which is not a part of our proxy solicitation materials, is enclosed.

Whether you own few shares or notmany shares, and whether you plan to attend the virtual meeting or not, it is important that your shares be represented and voted aton matters that come before the annual meeting. You canmay authorize a proxy to vote by marking your shares in person atvotes on the Annual Meeting, or by completing,proxy card, signing and dating it, and mailing it in the envelope provided. If you sign and return your proxy card and returningwithout specifying your choices, it will be understood that you wish to have your shares voted in accordance with the enclosed envelope. If you aredirectors’ recommendations. Any proxy given by a shareholder of record may be revoked by the shareholder at any time prior to the voting of the proxy by (i) delivering a written notice of revocation to our Secretary, (ii) executing and you decide to attenddelivering a later-dated proxy, or (iii) attending and voting during the Annual Meeting, youvirtual annual meeting. Your prompt cooperation will be ablegreatly appreciated.

Your vote is very important. This proxy statement provides you with detailed information about the Proposals. We encourage you to voteread the accompanying proxy statement carefully and in person,its entirety and to submit a proxy or voting instructions so that your shares will be represented and voted even if you previouslydo not attend the virtual annual meeting. If you have submitted your proxy.questions about the foregoing proposals or would like additional copies of the proxy statement, please contact: FRP Holdings, Inc., Attention: John D. Milton, Jr., Corporate Secretary, 200 W. Forsyth Street, 7th Floor, Jacksonville, FL 32202 (telephone: (904) 858-9100).

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 1, 2017:This Notice of Annual Meetingnotice and Proxy Statementproxy statement are dated March 27, 2023 and the 2016 Annual Report are availablefirst being mailed to shareholders on our website at www.frpholdings.com.or about April 5, 2023.

	By Order of the Board of Directors,
	John D. Milton, Jr.
	Executive Vice President, Chief Financial OfficerSecretary, and Corporate Secretary December 22, 2016General Counsel

March 27, 2023

IMPORTANT: If you hold shares of FRP common stock through an account with a broker, dealer, bank, or other nominee please follow the instructions you receive from them to vote your shares.

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

INTRODUCTION

The Boardaccompanying proxy, mailed together with this proxy statement, is solicited by and on behalf of Directors (the “Board”the board of directors (which we refer to in this proxy statement as the “FRP Board”) of FRP Holdings, Inc. (“FRPH”, “we”, “us”, “our” or the “Company”) is soliciting proxies for the Annual Meeting of Shareholders. You are receiving(which we refer to in this proxy statement because you own shares of FRPH common stock that entitle you to voteas “FRP” or the “Company”) for use at the meeting. By useannual meeting of a proxy, you can vote whetherour shareholders and at any adjournment or not you attend the meeting. The purpose ofpostponement thereof. References in this proxy statement to “we,” “us,” “our” or like terms also refer to FRP. This proxy statement is dated March 27, 2023 and is first being mailed to provide detailsshareholders on or about the matters being voted on at the Annual Meeting and information about the Company and our officers and directors so that you may make informed voting decisions.April 5, 2023.

Separation of the Transportation BusinessSUMMARY

On January 30, 2015, we completed a spin-off (“Spin-off”) of our transportation business. The Spin-off was effected through a corporate reorganization, followed by the distribution by the Company ofThis summary highlights selected information from this proxy statement. It may not contain all of the sharesinformation that is important to you with respect to the matters described in this proxy statement. We urge you to carefully read this proxy statement, as well as the documents referred to or incorporated by reference into this proxy statement, to fully understand the Proposals. For a list of documents incorporated by reference into this proxy statement, see the section entitled “Where You Can Find Additional Information” beginning on page 38.

The Annual Meeting (See page 8)

The annual meeting will be held virtually on Wednesday, May 10, 2023 at 11:00 a.m., Eastern Daylight Time. To participate in the annual meeting, go to www.frpdev.com, click the Investors tab, and then click the link titled “2023 Annual Shareholders Meeting”.

At the annual meeting, holders of FRP common stock of Patriot Transportation Holding, Inc. (“Patriot”). Each FRPH shareholder of record as of the close of business on January 30, 2015 received one share of Patriot common stock for every three shares of FRPH common stock held on such date. Patriot now fully ownsrecord date will be asked to consider and operates the transportation business that was formerly a segment of FRPH, and FRPH fully owns and operates the real estate business. For more information regarding the Spin-off, you may refer to Patriot’s Information Statement, which is attached as Exhibit 99.1 to Patriot’s Form 10, filed with the Securities Exchange Commission on December 31, 2014, available at www.sec.gov.

Fiscal Year 2016 Highlights

In fiscal 2016:

Compensation Summary

We encourage a pay-for-performance environment by linking cash incentive awards to the achievement of measurable business and individual performance goals. Our compensation program is designed to motivate our executive officers to achieve positive short- and long-term results for our shareholders. In fiscal year 2016, executive compensation was comprised of base salary, cash incentive bonus compensation, pension plan benefits, option grants and perquisites. The amount of cash incentive compensation awarded was determined by the Company’s after-tax return-on-capital employed (“ROCE”) for fiscal year 2016 and the achievement of individual performance objectives. The graphs below depict the Company’s target compensation mix, which assumes the achievement of 100% of incentive-based compensation, and the actual compensation mix for fiscal year 2016, which is based on actual performance in fiscal year 2016.

Corporate Governance

FRPH is committed to good corporate governance practices and believes that our corporate governance policies promote the long-term interests of our shareholders. The following highlights the Company’s key corporate governance practices for fiscal year 2016:vote upon:

Required Vote (See page 8)

FRPH seeks to maintain and enhance its commitment to corporate governance practice by continuing to refine its corporate governance policies and procedures. For a more comprehensive discussion of our corporate governance practices, see the section entitled “Board of Directors and Corporate Governance” in this Proxy Statement.

Our Directors

You are being asked to vote on the election of directors. The table below contains information about our current six directors. All of our current directors areDirector Election Proposal: Each director nominees for the upcoming year. Directors willmust be elected by a plurality of the votes cast, atmeaning a director nominee who received the meeting. Detailed information about each director nominee’s background can be found inhighest number of affirmative votes cast is elected. Any shares not voted (whether by abstention, withholding authority, or broker non-vote) will have no effect on the section entitled “Our Board of Directors” in this Proxy Statement.

Director Election Proposal.

AtThe Auditor Proposal: This proposal requires the Annual Meeting, shareholdersapproval by a majority of the votes cast on the matter at the annual meeting. Any shares not voted (whether by abstention or withholding authority) will have no effect on the Auditor Proposal.

The Compensation Proposal: This proposal requires the approval by a majority of the votes cast on the matter at the annual meeting. Any shares not voted (whether by abstention, withholding authority, or broker non-vote) will have no effect on the Compensation Proposal.

The Frequency Proposal: The vote frequency option receiving the greatest number of votes will be askedconsidered the frequency option recommended by the Company’s shareholders. Any shares not voted (whether by abstention, withholding authority, or broker non-vote) will have no effect on the Frequency Proposal.

The Director Election Proposal, the Auditor Proposal, the Compensation Proposal, and the Frequency Proposal are collectively referred to herein as the “Proposals”.

Brokers who hold shares in “street name” for customers have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion with respect to approval of non-routine matters, absent specific instructions from the electionbeneficial owner of such shares, brokers will not vote those shares. This is referred to as a “broker non-vote”. Broker non-votes will be considered as “present” for purposes of determining a quorum, but will have no effect on the Proposals.

Record Date (See page 8)

The record date for the determination of holders of FRP common stock entitled to notice of and to vote at the annual meeting, or any adjournment or postponement of the six director nominees,annual meeting, is the approvalclose of the 2016 Equity Incentive Plan, the ratificationbusiness on March 15, 2023. Holders of the Audit Committee’s selection of the independent registered public accounting firm, an advisory vote on executive compensation (“say-on-pay” vote), to an advisory vote on the frequency of the say-on-pay vote and to conduct such other business as may properly come before the Annual Meeting. For a detailed discussion of each proposal, please see the section entitled “Proposals” in this Proxy Statement.

THE MEETING

We hope you are able to attend the meeting in person. The meeting will be held at 10:00 a.m. on Wednesday, February 1, 2017 at The River Club, Ortega Room, on the 34^th floor of the Wells Fargo Building, One Independent Drive, Jacksonville, Florida. You may be required to show proof of ownership of FRPH stock and a form of photo identification prior to admission to the meeting. If your shares are held in the name of a bank, broker or other holder of record, you must bring a brokerage statement or other proof of ownership with you to the meeting. Please note that no cameras, recording equipment, electronic devices, large bags, briefcases, or packages will be permitted in the meeting. To ensure a safe and productive atmosphere, we reserve the right to adopt other rules and to implement additional security measures for the meeting.

VOTING

Shareholders Entitled to Vote

Each share of ourFRP common stock outstanding as of the close of business on December 7, 2016, the record date isare entitled to notice of, and to vote at, the annual meeting and any postponements or adjournments of the annual meeting. At the close of business on the record date, FRP had 9,484,970 shares of common stock outstanding and entitled to vote.

Quorum (See page 8)

Holders of a majority of shares of FRP common stock entitled to vote at the annual meeting must either attend the virtual annual meeting or submit votes by proxy, to constitute a quorum, which is necessary to conduct the annual meeting. Your shares will be counted toward the quorum if you submit a properly executed proxy or vote during the virtual annual meeting. In addition, abstentions and broker non-votes will be treated as “present” for the purpose of determining the presence of a quorum for the transaction of business at the annual meeting. If a quorum is not present at the annual meeting, FRP expects that the annual meeting will be adjourned to a later date.

Recommendation of FRP’s Board of Directors

The FRP Board recommends that you vote “FOR” the Director Election Proposal, “FOR” the Auditor Proposal, “FOR” the Compensation Proposal and “ONE YEAR” on the Frequency Proposal.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

The following are some questions that you, as a shareholder of FRP, may have regarding the annual meeting, together with brief answers to those questions. FRP urges you to read carefully the remainder of this proxy statement and other documents referred to or incorporated by reference in this proxy statement, because the information in this section may not provide all of the information that might be important to you with respect to the annual meeting.

The Annual Meeting

The Director Election Proposal: The FRP Board has determined that it is in the best interests of FRP shareholders to elect John D. Baker II, Charles E. Commander III, Martin E. Stein, Jr., John S. Surface, Nicole B. Thomas, William H. Walton III, and Margaret B. Wetherbee to serve as directors of the Company until the next annual meeting of shareholders and until their successors are duly elected and qualified.

The Auditor Proposal: The FRP Board has determined that it is in the best interests of FRP and its shareholders for the shareholders to ratify the audit committee’s selection of Hancock Askew & Co., LLP to serve as FRP’s independent auditor for fiscal year 2023.

The Compensation Proposal: The FRP Board has determined that it is in the best interests of FRP shareholders to approve, on a non-binding, advisory basis, the compensation awarded to our named executive officers for the fiscal year ended December 31, 2022.

The Frequency Proposal: The FRP Board has determined that it is in the best interests of FRP shareholders to select, on a non-binding, advisory basis, one voteyear as the frequency for conducting shareholder advisory votes on executive compensation.

FRP does not expect to transact any other business at the annual meeting or any adjournment or postponement thereof.

Voting at the Annual Meeting

The Auditor Proposal: This proposal requires the approval by a majority of the votes cast on eachthe matter brought beforeat the annual meeting. On thatAny shares not voted (whether by abstention or withholding authority) will have no effect on the Auditor Proposal.

The Compensation Proposal: This proposal requires the approval by a majority of the votes cast on the matter at the annual meeting. Any shares not voted (whether by abstention, withholding authority, or broker non-vote) will have no effect on the Compensation Proposal.

The Frequency Proposal: The vote frequency option receiving the greatest number of votes will be considered the frequency option recommended by the Company’s shareholders. Any shares not voted (whether by abstention, withholding authority, or broker non-vote) will have no effect on the Frequency Proposal.

As of the record date, there were 9,876,915the FRP directors and executive officers own or control 22.8% of FRP’s outstanding shares of common stock issued and outstanding.intend to vote such shares “FOR” each of the Proposals.

Most FRPH shareholders hold their

Record Shareholders. If your shares through a stockbroker, bank, trustee, or other nominee rather thanof FRP common stock are registered directly in their own name. As summarized below, thereyour name with FRP’s transfer agent, you are some distinctions betweenconsidered, with respect to those shares, heldto be the “shareholder of record,” and the proxy materials and proxy card are being sent directly to you by FRP. If you are a shareholder of record, and those owned beneficially: you may vote your shares at the annual meeting:

Beneficial Holders. If you are not a shareholder of record and instead hold your shares in “street name” (i.e., in the name of a bank or broker), you will receive a notice from the record holder with instruction you must follow for your shares to be voted. Certain of those institutions offer telephone and Internet voting.

To attend the annual meeting, go to www.frpdev.com, click the Investors tab, and then click the link titled “2023 Annual Shareholders Meeting”.

Assuming the presence of a quorum, the failure to return your proxy card or otherwise vote your shares at the annual meeting will have no effect on the outcome of the Proposals.

If a beneficial owner of shares of FRP common stock held in “street name” does not give voting instructions to the broker, dealer, bank, or other nominee with respect to non-routine proposals, then those shares will be treated as present for purposes of establishing quorum but will not be voted with respect to such non-routine proposals and, therefore, will have no effect on the outcome of the non-routine proposals.

Our Transfer AgentAs the beneficial owner, you are also invited to attend the virtual annual meeting. However, since a beneficial owner is American Stock Transfer & Trust Company. All communications concerning shareholders of record accounts, including address changes, name changes, common stock transfer requirements, and similar matters can be handled by contacting American Stock Transfer & Trust Company at 1-800-937-5449, or in writing at American Stock Transfer & Trust Company, 59 Maiden Lane, Plaza Level, New York, NY 10038.

Quorum

A quorum is the minimum number of shares that must be represented in order to hold a meeting. A majority of the outstanding shares of our common stock must be represented in person or by proxy at the meeting to establish a quorum. Both abstentions and broker non-votes are counted as “present” for determining the presence of a quorum. Broker non-votes, however, are not counted as shares present and entitled to be voted with respect to the matter on which the broker has not voted. Thus, broker non-votes will not affect the outcome of any of the matters to be voted on at the Annual Meeting. Generally, broker non-votes occur when shares held by a broker for a shareholder are not voted with respect to a particular proposal because (1) the broker has not received voting instructions from the shareholder and (2) the broker lacks discretionary voting power to vote such shares.

Voting Methods

If you hold shares directly as the shareholder of record, you may not vote by grantingthese shares during the annual meeting unless you obtain a proxy“legal proxy” from the broker, dealer, bank, or in personother nominee that holds your shares giving you the right to vote the shares during at the Annual Meeting. annual meeting.

FRP Holdings, Inc. 

200 W. Forsyth Street, 7th Floor
Jacksonville, FL 32202
Attn: Corporate Secretary
(904) 858-9100

If your shares are held through an account with a broker, dealer, bank, or other nominee, you hold shares beneficially in street name, you may vote by submitting voting instructions toshould call your broker, dealer, bank, or nominee. If you own shares beneficially as a participantother nominee for additional information.

THE ANNUAL MEETING

Time, Date, and Place

The annual meeting will be held on Wednesday, May 10, 2023 at 11:00 a.m., Eastern Daylight Time. To participate in the Company’s profit sharing plan, you may vote by submitting voting instructionsannual meeting, go to www.frpdev.com, click the trustee. Please refer toInvestors tab, and then click the summary instructions included on your proxy card or, for shares held in street name, the voting instructions card included by your broker or nominee.link titled “2023 Annual Shareholders Meeting”.

You are entitledProposals

At the annual meeting, or any postponement or adjournment thereof, holders of shares of FRP common stock on the record date will consider and vote upon (i) the Director Election Proposal; (ii) the Auditor Proposal; and (iii) the Compensation Proposal. FRP does not expect to change your proxy instructions attransact any time prior to the voteother business at the Annual Meeting. For shares held directly in your name, you may accomplish this by granting a new proxyannual meeting or by voting in person at the Annual Meeting. For shares held beneficially by you, you may change your vote by submitting new voting instructions to your brokerany adjournment or nominee.postponement thereof.

Required VotesRecommendations of the FRP Board

Each proposal being voted on atThe FRP Board has approved each of the Annual Meeting requires a certain percent of votes “FOR” the proposal for approval. For the election of directors,proposals and recommends that you may vote “FOR” all“FOR” each of the nominees or your vote may be “WITHHELD” from one or more of the nominees. For the other proposals, you may vote “FOR,” “AGAINST,” or “ABSTAIN.” If you are a shareholder of record and you sign your proxy card with no further instructions, your shares will be voted in accordance with the recommendations of the Board. Shares held in your accountlisted in the Company’s profit sharing plan will be voted byDirector Election Proposal, “FOR” the trustee as described above. If you are a beneficial ownerAuditor Proposal, “FOR” the Compensation Proposal and do not provide the shareholder of record with voting instructions, your shares may constitute “broker non-votes.“ONE YEAR” A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power under New York Stock Exchange (“NYSE”) rules and has not received instructions from the beneficial owner. If you are a beneficial owner, your bank, broker or other holder of record is permitted under NYSE rules to vote your shares on the ratification of our independent registered public accounting firm even if the record holder does not receive voting instructions from you. The record holder may not vote on the election of directors, the approval of the 2016 Equity Incentive Plan or on the advisory proposal regarding executive compensation without voting instructions from you, however. Without your voting instructions on these matters, a broker non-vote will occur. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes will not be included in vote totals and will have no effect on the outcome of any vote.Frequency Proposal.

Below is a breakdown of the votes required for each proposal.

Required Vote

Proposal 1: The Director Election of Directors.Proposal: The nominees for election of directors at the Annual Meeting willEach director must be elected by a plurality of the votes cast, at the meeting. This means that themeaning a director nominee withwho received the mosthighest number of affirmative votes for a particular slotcast is elected for that slot. Votes withheld from oneelected. Any shares not voted (whether by abstention, withholding authority, or more director nomineesbroker non-vote) will have no effect on the election of any director from whom votes are withheld.Director Election Proposal.

The Auditor Proposal 2: Approval: This proposal requires the approval by a majority of the 2016 Equity Incentive Plan.votes cast on the matter at the annual meeting. Any shares not voted (whether by abstention or withholding authority) will have no effect on the Auditor Proposal.

The Compensation ProposalIn light: This proposal requires the approval by a majority of the expirationvotes cast on the matter at the annual meeting. Any shares not voted (whether by abstention, withholding authority, or broker non-vote) will have no effect on the Compensation Proposal.

The Frequency Proposal: The vote frequency option receiving the greatest number of our 2006 Stock Incentive Plan, this year, our shareholders are being asked to approve the 2016 Equity Incentive Plan, whichvotes will be used to award incentive cash and equity compensation to our management and Board of Directors. In order to be adopted,considered the 2016 Plan must be approvedfrequency option recommended by the affirmative voteCompany’s shareholders. Any shares not voted (whether by abstention, withholding authority, or broker non-vote) will have no effect on the Frequency Proposal.

Quorum

Holders of a majority of shares present andof FRP common stock entitled to vote at the annual meeting must be present at the annual meeting, by virtual attendance or by proxy, to constitute a quorum, which is necessary to conduct the annual meeting. Your shares will be counted toward the quorum if you submit a properly executed proxy or vote during the annual meeting. In addition, abstentions and broker non-votes will be treated as “present” for the purpose of determining the presence of a quorum for the transaction of business at the annual meeting. If a quorum is not present at the annual meeting, FRP expects that the annual meeting will be adjourned to a later date.

Record Date

The FRP Board has fixed the close of business on March 15, 2023 as the record date for the determination of shareholders entitled to notice of and to vote at the meeting or any postponement or adjournment thereof. On the record date, 9,484,970 shares of common stock were issued and outstanding. Each holder of record of common stock is entitled to one vote for each share common stock held on each of the proposals.

Proxies

You may authorize a proxy to vote your shares by completing, signing, dating, and promptly returning the proxy card in the postage-paid return envelope provided with the proxy materials for receipt prior to the annual meeting. Your vote is important. Please return your marked proxy card promptly so your shares of common stock can be represented, even if you plan to attend the virtual annual meeting.

Proposal 3: RatificationUnless contrary instructions are indicated, the votes entitled to be cast by shares of Independent Registered Public Accounting Firm. The shareholderscommon stock represented by valid proxies will vote on an advisory basis to ratify the Audit Committee’s selectionbe cast “FOR” each of the Independent Registered Public Accounting Firm. The purpose of this proposal is to providenominees listed in the Board with feedback from shareholders regardingDirector Election Proposal, “FOR” the Audit Committee’s appointment of Hancock Askew asAuditor Proposal, and “FOR” the Company’s auditors.

Proposal 4: Advisory Vote on Executive Compensation. The shareholders will vote on an advisory basis to approve our executive compensation program. The purpose of this “say on pay” proposal is to provideCompensation Proposal. If a shareholder gives specific voting instructions, the Board with feedback from shareholders regarding executive compensation.

Proposal 5: Frequency of Advisory Vote on Executive Compensation. The shareholders will vote on an advisory basis whether the Company should hold an advisory say-on-pay vote every one, two or three years. The purpose of this “say on frequency” proposal is to provide the Board with feedback from shareholders.

Other than the proposals described in this proxy statement, the Board is not aware of any other mattersvotes entitled to be presented for a vote atcast by the Annual Meeting. If you grant a proxy, anyshareholder will be cast in accordance with such instructions. In the absence of instructions to the contrary, it is the intention of the persons named asin the accompanying proxy holders will have the discretion to vote yourthe shares represented thereby in accordance with their discretion on any additionalother matters properly presented for a vote atbrought before the meeting. If any of our nominees are unavailable as a candidate for director,annual meeting and discretionary authority to do so is included in the proxy.

The persons named as proxy holders will vote your proxy for another candidate or candidates as may be nominated by the Board of Directors. We will announce preliminary voting results at the meetingproxies are John D. Baker II and publish final results in a Current Report on Form 8-K within four (4) business days following the meeting.John D. Milton, Jr.

PROXY MATERIALSShares Held in “Street Name”; Broker Non-Votes

The NoticeIf you hold your shares of Annual MeetingFRP common stock through a broker or nominee and Proxy Statement andwish to vote, you must follow the 2016 Annual Report are available on our website at www.frpholdings.com underInvestor Relations. Instead of receiving future copies of our Proxy Statement and accompanying materials by mail, beneficial owners may be able to receive copies of these documents electronically. Please check the informationvoting instructions provided in the proxy materials sent to you by your broker or other nominee. If you do not receive a voting instruction card from your broker, please contact your broker promptly to obtain the voting instruction card. Your vote is important to the success of the proposals.

Brokers who hold shares in “street name” for customers have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion with respect to approval of non-routine matters and, as a result, absent specific instructions from the beneficial owner of such shares, brokers will not vote those shares. This is referred to as a “broker non-vote”. Broker non-votes will be considered as “present” for purposes of determining a quorum. Broker non-votes will have no effect on the Proposals.

Revocation of Proxies

Any proxy given by a shareholder of record may be revoked by the shareholder at any time prior to the voting of the proxy, by (i) delivering written notice to FRP’s Corporate Secretary at FRP’s principal executive office; (ii) executing and delivering a proxy bearing a later date to FRP’s Corporate Secretary at FRP’s principal executive office; or (iii) voting during the virtual annual meeting. If a shareholder’s shares are held in “street name”, the shareholder must contact its broker, bank, or other holder of record regarding the availability of this service.

Householding

Securities and Exchange Commission rules now allow usnominee to deliver a single copy of an annual report and proxy statement to any household at which two or more shareholders reside, if we believe the shareholders are members of the same family. This rule benefits both you and the Company. We believe it eliminates duplicate mailings that shareholders living at the same address receive and it reduces our printing and mailing costs. This rule applies to any annual reports, proxy statements, proxy statements combined with a prospectus, or information statements. Each shareholder will continue to receive a separate proxy card or voting instruction card.

Your household may have received a single set of proxy materials this year. If you prefer to receive your own copy now or in future years, please request a duplicate set by contacting John D. Milton, Jr. at (904) 858-9100 or by mail at 200 W. Forsyth Street, 7th Floor, Jacksonville, Florida 32202.

If a broker or other nominee holds your shares, you may continue to receive some duplicate mailings. Certain brokers will eliminate duplicate account mailings by allowing shareholders to consent to such elimination, or through implied consent if a shareholder does not request continuation of duplicate mailings. Since not all brokers and nominees may offer shareholders the opportunity this year to eliminate duplicate mailings, you may need to contact your broker or nominee directly to discontinue duplicate mailings from your broker to your household.

List of Shareholders

The names of shareholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the meeting for any purpose germane to the meeting, between the hours of 9:00 a.m. and 4:00 p.m., at our principal executive offices at 200 W. Forsyth Street, 7th Floor, Jacksonville, Florida, by contacting John D. Milton, Jr. at (904) 858-9100.change its vote.

Cost of Proxy Solicitation

FRPH will pay forThis proxy statement is being provided to the cost of preparing, assembling, printing, mailing, and distributing these proxy materials. In addition to mailing these proxy materials,FRP shareholders in connection with the solicitation of proxies by the FRP Board to be voted at the annual meeting and at any adjournments or votespostponements of the annual meeting. FRP will bear the costs of printing, filing, and mailing this proxy statement and will pay the entire cost of soliciting proxies and holding the annual meeting.

FRP is making this solicitation by mail, but FRP’s directors and officers also may be made in person,solicit by mail, telephone, facsimile, electronic transmission, personal interview, or by electronic communication by ourotherwise. Such directors and officers and employees, who dowill not receive any additional compensation for these solicitation activities. Wesoliciting proxies.

FRP will reimburse brokerage housesfirms and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwardingincurred in sending proxies and proxy and solicitation materials to beneficial owners of stock.

BOARD OF DIRECTORS & CORPORATE GOVERNANCE

The following sections provide an overview of FRPH’s corporate governance standards and processes, including the independence and other criteria we use in selecting our director nominees, our Board leadership structure, risk oversight, shareholder communications and responsibilities of the Board and its Committees. Our corporate governance principles govern the operation of the Board of Directors and its Committees and guide our executive leaders in the execution of their responsibilities.

Our Board of Directors

The table below contains information about our seven current directors. All of our directors have been nominated for election to the Board for the upcoming year. Each director nominee has served as a Board member for the Company in the past. The Board is comprised of a group of leaders in their respective fields. Many directors have senior leadership experience and board and committee experience with public companies. In these positions, they have gained significant and diverse management experience.

You will be asked to vote on the election of Messrs. John Baker, Thompson Baker, Commander, Shad, Stein and Walton to the Board of Directors at the Annual Meeting. The Board and the Nominating and Corporate Governance Committee believes that each director nominee brings a strong and unique set of attributes, experience, leadership and skills in areas of importance to our Company that create a well-balanced, collaborative team that serves the Company and its shareholders well. The biographies below describe each director nominee and his qualifications that led the Nominating and Corporate Governance Committee to nominate these individuals.

John D. Baker II, age 68, served as President and Chief Executive Officer of the Company from February 6, 2008 until September 30, 2010. He was elected as a director of the Company in 1986. From February 1996 to November 16, 2007, Mr. Baker served as President and Chief Executive Officer of Florida Rock Industries, Inc. Mr. Baker currently serves as a director for Wells Fargo & Co. and has formerly served as a director for Vulcan Materials Company, Progress Energy, Inc. and Texas Industries, Inc. Mr. Baker brings to the Board extensive knowledge in rock mining and real estate industries, as well as proven public company leadership and business experience.

Thompson S. Baker II, age 58, has served as the Chief Executive Officer of the Company since October 1, 2010, and the President of the Company from October 1, 2010 until May 6, 2015. He was elected as a director of the Company in 1994. Mr. Baker also serves as a director and as the President and Chief Executive Officer of Patriot Transportation Holding, Inc. Mr. Baker served as the President of the Florida Rock Division of Vulcan Materials Company from November 16, 2007 until September 2010. From August, 1991 to November 16, 2007, Mr. Baker served as the President of the Aggregates Group of Florida Rock Industries, Inc. Mr. Baker currently serves as a director for Intrepid Capital Management, Inc. Mr. Baker’s service with the Company and with Florida Rock Industries, Inc. gives him extensive knowledge of the Company’s business and the mining industry, and demonstrates his leadership qualities.

Mr. Commander, age 76, is a retired partner at the law firm Foley & Lardner, LLP, where he practiced corporate, financial institutions and real estate law and was previously a member of that firm’s management committee. Mr. Commander was elected as a director of the Company in 2004. Mr. Commander currently serves as the Executive Chairman for Property Investment Services, Inc. Mr. Commander previously served on the boards of EverBank Financial Corp., a diversified financial services company, and BSR Trust, LLC, which is engaged in developing and managing residential rental properties. Mr. Commander has served on the boards of numerous civic and charitable organizations. Mr. Commander’s many years of legal experience and his service on other boards provides our Board valuable insights regarding our business and on corporate governance and management issues.

H.W. Shad III, age 70, was elected as a director of the Company in 2004. For the past five years he has been the owner of Bozard Ford Company, an automobile dealership. Mr. Shad is a certified public accountant, and the Board of Directors has determined that he is an audit committee financial expert. Mr. Shad’s accounting and business expertise provide important leadership to our Board.

Martin E. “Hap” Stein Jr., age 64, was elected as a director of the Company in 1992. Mr. Stein has served as Chief Executive Officer of Regency Centers Corporation, a real estate investment trust, since its initial public offering in 1993 and has served as its Chairman of the Board since 1999. Mr. Stein has also served as a director for Stein Mart, Inc. since 2001. Mr. Stein brings to the Board extensive knowledge of the commercial real estate industry, as well as proven public company leadership and business expertise.

William H. Walton III, age 64, is a founding Managing Member and Chairman of Rockpoint Group, L.L.C., a real estate private equity firm and registered investment adviser. Mr. Walton also is co-founder and Managing Member of Westbrook Real Estate Partners, L.L.C., a real estate investment firm. Mr. Walton formerly served on the boards of directors of Florida Rock Industries, Inc. and St. Joe Company. Mr. Walton brings to the Board extensive experience in the real estate investment business and a proven track record of leadership.

Family Relationships

Thompson S. Baker II, Chief Executive Officer and director of the Company, is the nephew of John D. Baker II, the Executive Chairman of the Board of the Company.

Director Attendance at Annual Meeting of Shareholders

It is a policy of the Company that our directors are required to attend the Annual Meeting of Shareholders unless extenuating circumstances prevent them from attending. All directors expect to be present at this year’s Annual Meeting of Shareholders.

Director Independence

Pursuant to NASDAQ listing standards, the Board is required to evaluate each director to determine whether he or she qualifies as an “independent director.” The Board must determine that a director has no relationship that, in the judgment of the Board, would interfere with the exercise of independent judgment by the director in carrying out his or her responsibilities. The listing standards specify the criteria by which the independence of our directors will be determined. The listing standards also prohibit Audit Committee and Compensation Committee members from any direct or indirect financial relationship with the Company, and restrict commercial relationships of all directors with the Company. Directors may not be given personal loans or extensions of credit by the Company, and all directors are required to deal at arm’s length with the Company and its subsidiaries and to disclose any circumstances that might be perceived as a conflict of interest.

The Board has determined that four of our six current directors and director nominees (Messrs. Charles E. Commander III, H.W. Shad III, Martin E. Stein, Jr. and William H. Walton III) are independent of management in accordance with the listing standards of The Nasdaq Stock Market. All of the members of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are independent directors.

Independent directors regularly meet in executive sessions without management and may select a director to facilitate the meeting. During fiscal 2016, the independent directors met in executive session five times, and Mr. Commander presided over executive sessions of the independent directors.

Nominating Processowners.

The Nominating and Corporate Governance CommitteeAssistance

The Nominating and Corporate Governance Committee (“Nominating Committee”) identifies individuals whomIf you have any questions about the Nominating Committee believes are qualified to become Board membersannual meeting, or if you need assistance in accordance withsubmitting your proxy or voting your shares or need additional copies of this proxy statement or the Director Qualification Standards set forth below, and recommends selected individuals to the Board for nomination to stand for electionenclosed proxy card, you should contact FRP at the next meeting of shareholders of the Company in which directors will be elected. In the event there is a vacancy on the Board between meetings of shareholders, the Nominating Committee identifies individuals that the Nominating Committee believes are qualified to become Board members in accordance with the Director Independence Standards set forth above, and recommends oneaddress or more of such individuals for appointment to the Board.telephone number listed below:

In the event the Nominating Committee recommends an increase in the size of the Board or a vacancy occurs, the Nominating Committee may consider qualified nominees from several sources, including current Board members and search firms. The Nominating Committee may from time to time retain a search firm to help the Nominating Committee identify qualified director nominees for consideration by the Nominating Committee. The Nominating Committee evaluates qualified director nominees against the current director qualification standards described below and reviews qualified director nominees with the Board. The Nominating Committee and the Chairman of the Board interview candidates who meet the director qualification standards, and the Nominating Committee selects nominees who best suit the Board’s current needs and recommends one or more of such individuals for appointment to the Board.

Director Qualification Standards

The Nominating Committee has established the following standards and qualifications for members of the Board of Directors:

In considering diversity in the selection of nominees, the Nominating Committee looks for individuals with varied experience, background, knowledge, skills and viewpoints in order to achieve and maintain a group of directors that, as a whole, provides effective oversight of the management of the Company. Although our nomination policy does not prescribe specific standards for diversity, the Board and Nominating Committee do look for nominees with a diverse set of skills that will complement the existing skills and experience of our directors and provide an overall balance of diversity of perspectives, backgrounds and experiences.

Nominees Proposed by Shareholders

The Nominating Committee will consider properly submitted shareholder nominees for candidates for membership on the Board of Directors. Shareholders proposing individuals for consideration by the Nominating Committee must include, at a minimum, the following information about the proposed nominee: the proposed nominee’s name, age, business or residence address, principal occupation or employment, and whether such person has given written consent to being named in the proxy statement as a nominee and to serving as a director if elected. Shareholders should send the required information about the nominee to:

Corporate Secretary

FRP Holdings, Inc.

200 W. Forsyth Street, 7th Floor

Jacksonville, FL 32202

Jacksonville, Florida 32202Attn: Corporate Secretary

(904) 858-9100

In orderIf your shares are held through an account with a broker, dealer, bank, or other nominee, you should call your broker, dealer, bank, or other nominee for an individual proposed by a shareholder to be considered by the Nominating Committee for recommendation as a director nominee at the Annual Meeting of Shareholders to be held in early 2018, the Corporate Secretary must receive the proposal no later than 5 p.m. Eastern Time on September 30, 2017. Such proposals must be sent via registered, certified or express mail. The Corporate Secretary will send properly submitted shareholder proposed nominations to the Nominating Committee chair for consideration at a future Nominating Committee meeting. Individuals proposed by shareholders in accordance with these procedures will receive the same consideration that individuals identified to the Committee through other means receive.additional information.

CORPORATE GOVERNANCE, ESG, AND OUR APPROACH TO RISK MANAGEMENT

Nominations by Shareholders at Annual MeetingCorporate Governance

Pursuant to the Company’s Articles of Incorporation, directors may be nominated at a meeting of shareholders at which directors are being elected, by (1) the Board of Directors or any committee or person authorized or appointed by the Board of Directors, or (2) by any shareholder who is entitled to vote for the election of directors at the meeting and who complies with certain advance notice procedures. These notice procedures require that the nominating shareholder make the nomination by timely noticeFRP embraces best practices in writing to the Secretary of the Company. To be timely, the notice must be received at the principal executive offices of the Company not less than forty (40) days prior to the meeting except that, if less than fifty (50) days’ notice or prior public disclosure of the date of the meeting is given to shareholders, the notice must be received no later than ten (10) days after the notice of the date of the meeting was mailed or such public disclosure was made. The notice must contain certain information about the proponent and each nominee, including such information about each nominee as would have been required to be included in a proxy statement filed pursuant to the rules of the Securities and Exchange Commission had such nominee been nominated by the Board of Directors.

Board Leadership

John D. Baker II serves as the Chairman of the Company’s Board of Directors. Mr. Baker has served as a director of the Company since 1986 and served as the President and Chief Executive Officer from 2008 to 2010. From 1996 to 2007, Mr. Baker served as President and Chief Executive Officer of Florida Rock Industries, Inc. Mr. Baker currently serves as a director for Wells Fargo & Co. and has formerly served as a director for several other public companies.

It is a policy of the Company that when the Chairman of the Board is not an independent director, the independent directors will annually appoint a lead independent director.

Mr. Commander currently serves as lead independent director. The lead independent director presides over executive sessions of the independent directors and performs other duties as may be assigned from time to time by the Board of Directors.

Our Board of Directors believes its current leadership structure is appropriate because it effectively allocates authority, responsibility and oversight between management and the independent members of our Board of Directors. It does this by giving primary responsibility for the operational leadership and strategic direction of the Company to our Chief Executive Officer, while enabling the lead independent director to facilitate our Board of Directors’ independent oversight of management. The Board of Directors believes its programs for overseeing risk, as described under the “Risk Oversight” section below, would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of structure.

Committees

The Board currently has seven directors and the following four committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Executive Committee. The membership during fiscal 2016 and the function of each Committee are described below.

In fiscal 2016, the Board of Directors held 5 meetings. The Audit Committee held 4 meetings, the Compensation Committee held 1 meeting, and the Nominating and Corporate Governance Committee held 1 meeting during fiscal 2016. During fiscal 2016, the Executive Committee did not hold any formal meetings but voted on various matters by unanimous written consent. The independent directors met in executive sessions following Board meetings. With the exception of the absence of one director from one board meeting and audit committee meeting, all of our directors attended all of the meetings of the Board and all committees on which the director served. Except for the Executive Committee, each of the committees of the Board is composed exclusively of independent directors.

Audit Committee

The Audit Committee assists the Board in its oversight of the Company’s accounting and financial reporting processes and the audit of the Company’s financial statements, the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, and the qualifications, independence, and performance of the Company’s independent auditor. In addition to other responsibilities, the Audit Committee also:corporate governance:

Risk Oversight

The FRP Board exercises direct oversight of Directors has determinedstrategic risk to the Company. Management annually (or periodically in the event greater frequency is required due to unforeseen circumstances) prepares an enterprise risk assessment and mitigation strategy that allit reviews with the Audit Committee. The Audit Committee membersreports to the FRP Board, which in turn, provides guidance on risk appetite, assessment, and mitigation.

Environmental, Social and Governance (ESG)

Our ESG Commitment

The FRP Board and our executive team believe that environmental stewardship, social responsibility and solid governance are independentessential to long-term value creation for our shareholders, employees, customers, communities and are ableother stakeholders. FRP has long incorporated these concepts into our day-to-day operations, consistent with management’s philosophy that a sustainable company must not only generate good returns for investors but also positively impact our communities, our employees and the environment. We also recognize that managing ESG-related risks is critical to readachieving our long-term business strategy and understand financial statements. Thebusiness objectives. In 2022, we worked with a consultant to advise us on advancing and implementing the ESG strategies and business practices in areas most important to our stakeholders and aligned with the Sustainability Accounting Standards Board (SASB) framework.

Governance of DirectorsESG

While the full FRP Board has also determinedultimate responsibility for ESG matters that impact our business, the ChairGovernance and ESG Committee exercise primary Board oversight of ESG risk management, strategy and policies, in accordance with its charter. Among its primary functions, the Governance and ESG Committee H.W. Shad III, qualifies as an “audit committee financial expert” withinadopts policies with respect to, and oversee compliance with policies relating to, environmental, health and safety, corporate social responsibility, sustainability, philanthropy, diversity and inclusion, community issues, political contribution and lobbying and other public policy matters relevant to the meaning of SEC regulations.Company. The charter of the AuditGovernance and ESG Committee (as adopted on December 3, 2014) is attached hereto as Annex A, and is also available on our website at www.frpholdings.comwww.frpdev.com/investor-relations underCorporate Governance.

Responsible Business Practices

Compensation CommitteeWe believe that governance and responsible business practices strengthen our long-term success through our commitment to our business ethics and integrity, contributing to a strong foundation for our ESG commitment. We shape these core values into action through the policies and procedures discussed in this Corporate Governance section.

The primary functionsEnvironmental Stewardship, Resilience and Risk Management

Our management team focuses on environmental sustainability by assessing environmental and climate change risks, environmental remediation and sustainable building practices. We require environmental due diligence as part of the Compensation Committee are to discharge the responsibilities of the Board of Directors relating to the compensation of the Company’s executive officerssite assessments and prepare an annual report on executive compensation to be included in the Company’s proxy statement. In addition, the Compensation Committee:incorporate environmental considerations for our real estate properties, as follows:

Human Capital and Social Good

FRP is committed to the welfare of our employees and our communities.

We invest in light of those goals and objectives;economically depressed areas that present the opportunity to stimulate economic activity.

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Establishes compensation levels, including incentiveOur mixed-use developments include public amenities such as parks, restaurants and bonus compensation, formovie theatres that benefit the Chief Executive Officer;entire community.

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Establishes and determines, in consultation with the Chief Executive Officer, the compensation levelsMany of other senior executive officers;our mixed-use developments include income restricted units that offer affordable housing to local residents.

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Reviews, periodically, with the Chairman and the Chief Executive Officer the succession plans for senior executive officers and makes recommendations to the Board regarding the selection of individuals to occupy these positions;We support charities that make a difference in our communities.

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AdministersOur management is involved in the Company’s stock plans;communities in which we work and invest.

None of the members of the Compensation Committee was an officer or employee of the Company or any of its subsidiaries during the 2016 fiscal year or had any relationship requiring disclosure by the Company under the rules of the Securities and Exchange Commission requiring disclosure of certain relationships and related party transactions. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officer serving on our Board of Directors or Compensation Committee.

The charter of the Compensation Committee (as adopted on December 3, 2014) has been formally adopted by the Company and is available at www.frpholdings.com underCorporate Governance.

Nominating and Corporate Governance Committee

The primary functions of the Nominating and Corporate Governance Committee are to (1) identify individuals who are qualified to serve on the Company’s Board of Directors, (2) recommend for selection by the Board of Directors the director nominees for the next annual meeting of the shareholders, (3) review and recommend to the Board changes to the corporate governance practices of the Company, and (4) oversee the annual evaluation of the Board. In addition, the Nominating and Corporate Governance Committee establishes criteria for Board membership.

The charter of the Nominating and Corporate Governance Committee (as adopted on December 3, 2014) is available at www.frpholdings.com underCorporate Governance.

Executive Committee

John D. Baker II, Thompson S. Baker II and John D. Milton, Jr. (ex officio), comprised the Executive Committee during fiscal 2016. To the extent permitted by law, the Executive Committee exercises the powers of the Board between meetings of the Board of Directors.

Business Conduct Policies

We believe that operating with honesty and integrity has earned us trust from our customers, credibility within our communities, and dedication from our employees. Our senior executive and financial officers are bound by our Financial Code of Ethical Conduct. In addition, our directors, officers, and employees are required to abide by our Code of Business Conduct and Ethics to ensure that our business is conducted in a consistently legal and ethical manner. These policies cover many topics, including conflicts of interest, protection of confidential information, fair dealing, protection of the Company’s assets, and compliance with laws, rules, and regulations.

EmployeesDirectors, officers and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of these policies. Thepolicies, and a compliance hotline is available for this purpose. Additionally, the Audit Committee has adopted procedures to receive, retain, and treat complaints received regarding accounting, internal accounting controls, or auditing matters, and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

The Financial Code of Ethical Conduct and the Code of Business Conduct and Ethics (as adopted on December 3, 2014) is available on our website at www.frpholdings.com www.frpdev.com/investor-relations underCorporate Governance.

Risk OversightRelated Party Transactions

The Board of Directors exercises direct oversight of strategic risk to the Company. Management annually (or periodically in the event greater frequency is required due to unforeseen circumstances) prepares an enterprise risk assessment and mitigation strategy that it reviews with the Audit Committee. The Audit Committee reports to the Board of Directors, which in turn, provides guidance on risk appetite, assessment and mitigation.

Board and Committee Self-Assessment

It is a policy of the Company thatFRP Board is responsible for reviewing and approving all material transactions with any related party not previously approved by the BoardCompany’s independent directors. This responsibility is set forth in writing in our Audit Committee charter, a copy of Directors and eachwhich is available at www.frpdev.com/investor-relations under Corporate Governance. In certain cases, transactions have been approved by a committee under the supervisionconsisting of the Nominating and Corporate Governance Committee, conduct a self-evaluation of their performance at least annually. The self-evaluation process serves to assess the Board’s and the committees’ performance and effectiveness during the previous fiscal year. Each member of the Board and each committee member completes a questionnaire that addresses various aspects of the Board or committee’s meetings, membership, culture, relationship with management and other committees and role and responsibilities and solicits recommendations for the upcoming year.

Communication with Directors

The Board of Directors has adopted the following process for shareholders to send communications to members of the Board. Shareholders may communicate with the chairs of the Audit, Compensation, and Nominating and Corporate Governance Committees of the Board, or with ourall independent directors, by sending a letter to the following address: Board of Directors, FRP Holdings, Inc., c/o Corporate Secretary, 200 W. Forsyth Street, 7th Floor, Jacksonville, Florida 32202.

NON-EMPLOYEE DIRECTOR COMPENSATION

Our non-employee directors receive cash compensation, as well as equity compensation in the form of FRPH stock options. The table below summarizes director compensation arrangements for the Board and for each committee.

Fiscal 2016 Director Compensation

The following table summarizes the actual compensation paid to each of our non-employee directors during the 2016 fiscal year. All amounts reflect the dollar value of the compensation.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers, directors and beneficial owners of 10% or more of the Company’s outstanding common stock to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission, NASDAQ and the Company. Based solely on a review of the copies of such forms furnished to the Company and written representations from the Company’s executive officers, and certain of our shareholders and their immediate family members.

To identify related party transactions, each year, we submit and require our directors and officers to complete director and officer questionnaires identifying any transactions with us in which the Company believes all persons subject to these reporting requirements filed the required reports on a timely basis, except for the following transaction: Mr. deVilliers sold common stock of the Company on August 2, 2016 and reported the transaction on Form 4 on August 31, 2016officer or director or their family members have an interest. We review related party transactions due to the potential for a conflict of interest. A conflict of interest occurs when an administrative oversight.

COMPENSATION DISCUSSION AND ANALYSIS

This section explainsindividual’s private interest interferes, or appears to interfere, in any way with our compensation philosophyinterests. Our Code of Business Conduct and Ethics requires all material elementsdirectors, officers, and employees who may have a potential or apparent conflict of the compensation we provideinterest to the individuals who served as Chief Executive Officer andimmediately notify our Chief Financial Officer and our other three most highly compensated executive officers who served in such capacities during the fiscal year ended September 30, 2015 (the “named executive officers”). Each of our named executive officers has served as an employee of the Company for the past five years, and in most cases, for many years.

Executive SummaryOfficer.

Linking CompensationWe expect our directors, officers, and employees to Performance

The objective ofact and make decisions that are in our compensation program is to attract, retainbest interests and motivate talented leaders who will act in support our strategic objectives and core values to maximize shareholder value. We encourage a pay-for-performance environment by linking cash incentive awards to the achievement of measurable business and individual performance goals. Our compensation program is designed to motivate our executive officers to achieve positive short- and long-term results for our shareholders. For fiscal 2016, cash-based incentive compensation comprised approximately 36% of the actual total compensation of our named executive officers.

Total Shareholder Return

The following table and graph compare the performance of the Company’s common stock to that of the Total Return Index for The NASDAQ Stock Market-US Index and the Dow Jones US Real Estate Holding and Development TSM for the period commencing September 30, 2011 and ending on September 30, 2016. The graph assumes that $100 was invested on September 30, 2011 in the Company’s common stock and in each of the indices and assumes the reinvestment of any dividends.

The Role of Our Compensation Committee

Our Compensation Committee establishes and oversees our compensation and employee benefits programs and approves the elements of total compensation for the executive officers. In fiscal 2016, Charles E. Commander III, Martin E. Stein, Jr., and William H. Walton III served as members of the Compensation Committee. Each member of the Compensation Committee qualifies as (i) an independent director under the listing standards of The Nasdaq Stock Market, (ii) a non-employee director for purposes of Rule 16b-3 of the Exchange Act, and (iii) an outside director for purposes of Section 162(m) of the Internal Revenue Code. Additionally, no member of the Compensation Committee accepts, directly or indirectly, any consulting, advisory or other compensatory fee from the Company or its subsidiaries (other than fees received due to services on the Board and its committees or fixed amounts of compensation under the Company’s retirement plans for prior service with the Company).

The Compensation Committee makes all final decisions regarding the compensation of our executive officers. When making individual compensation decisions for executive officers, the Committee takes many factors into account, including the individual’s performance, tenure, experience and responsibilities; the performance of the Company or the executive’s business unit; retention considerations; the recommendations of management; the individual’s historic compensation and the results of the shareholder advisory vote on executive compensation.

Our Philosophy and Objectives

We Focus on Strategic Objectives. Our compensation decisions are driven by our business strategy. It is designed to attract, motivate, reward and retain highly qualified individuals who can contribute to the Company’s growth with the ultimate objective of improving shareholder value. We intend that our compensation decisions will attract and retain leaders and motivate them to achieveavoid situations which present a conflict between our strategic objectives.

We Believe in Payinterests and their own personal interests. Our directors, officers, and employees are prohibited from taking any action that may make it difficult for Performance. We believe that pay should be directly linkedthem to performance. This philosophy has guided many compensation-related decisions. A substantial portion of executive officer compensation usually is contingent on,perform their duties, responsibilities, and variable with, achievement of objective business unit and/or individual performance objectives. Our stock incentive plan prohibits discounted stock options, reload stock options and re-pricing of stock options. We have capped the benefit levels under the Management Security Plan and have closed the planservices to new participants. Only one of our named executive officers participates in the Management Security Plan. Our executive officers do not accrue additional benefits under any other supplemental executive retirement plan.

Compensation Should Reflect Position and Responsibility.Total compensation and accountability should generally increase with position and responsibility.

Compensation Should be Reasonable and Responsible. It is essential that our overall compensation levels be sufficiently competitive to attract and retain talented leaders and motivate those leaders to achieve superior results. At the same time, we believe that compensation should be set at responsible levels. Our executive compensation programs are intended to reflect the understanding that this Company belongs to our shareholders.

Variable Performance-Based Pay as a Percentage of Potential Compensation. The Compensation Committee believes that both long and short term compensation of executive officers should correlate to the achievement of the Company’s financial objectives.

Benchmarking

The compensation program is designed to integrate with the Company’s business plan and the opportunities and challenges facing the Company in an ever-evolving business environment. Accordingly,objective and effective manner. In addition, we are strictly prohibited from extending personal loans to, or guaranteeing personal obligations of, any director or officer. Exceptions are only permitted in the Compensation Committee does not use predetermined guidelines or benchmarking to determinereasonable discretion of the elements and levels of compensation for our executive officers or to allocate between cash and long term or equity incentives.

“Say on Pay” Advisory Vote on Executive Compensation

We have included a non-binding advisory vote on our executive compensation program (also referred to as a “say on pay” proposal) in our Proxy Statement this year. The Compensation Committee believes that the say on pay vote is important to solicit shareholder feedback on our compensation approach. We value the opinionsFRP Board. A copy of our shareholdersCode of Business Conduct and will consider the outcome of the 2016 say on pay vote when designing our compensation programs and policies and making compensation decisions. The Compensation Committee reviewed the results of the last year’s shareholder advisory vote on executive compensation and determined, based in part upon the fact that approximately 99% of the shares voted in favor of the Company’s compensation philosophy, policies and procedures for fiscal 2015, that the current executive compensation provision effectively aligns the interests of our executive officers with that of our shareholders.

Compensation Components

Our compensation program consists of several forms of compensation: base salary, cash incentive bonuses, equity compensation and other benefits and perquisites.Ethics is available at www.frpdev.com/investor-relations under Corporate Governance.

Base Salary

Base pay is a critical element of executive compensation because it provides executives with a base level of monthly income. In determining base salaries, we consider the executive’s qualifications and experience, scope of responsibilities and future potential, the goals and objectives established for the executive, the executive’s past performance, internal pay equity and the tax deductibility of base salary. As part of determining annual increases, the Committee also considers the Chief Executive Officer’s written recommendations, the observations of the Chief Executive Officer and of the Compensation Committee members regarding individual performance and internal pay equity considerations.

Pursuant to the Transition Services Agreement, 50% of the base salaries for Messrs. Baker, Milton and Klopfenstein is attributable to the Company and 50% is attributable to Patriot. The base salaries for Messrs. Baker, Milton and Klopfenstein set forth throughout this Proxy Statement for fiscal year 2016 and prior years reflects only the portion of their executive compensation awards attributable to the Company (and for 2014, to the real estate business of the Company). Messrs. David H. deVilliers, Jr. and David H. deVilliers III current employment with the Company relates solely to the real estate business. As such, 100% of the base salaries for Messrs. David H. deVilliers, Jr. and David H. deVilliers III are attributable to the Company. Accordingly, the information relating to the base salaries for Messrs. David H. deVilliers, Jr. and David H. deVilliers III set forth throughout this Proxy Statement for fiscal year 2016 and prior years reflects the their total compensation awards for each fiscal year.

We set base salaries on a calendar year basis. The following table reflects the adjustments made to the base salaries of the named executive officers for calendar years 2016 and 2017.

The Compensation Committee increased the base salaries of each of the named executive officers for fiscal 2017 in light of their management performance in 2016.

Cash Incentive Compensation

The Company’s management incentive compensation plan (the “MIC Plan”) provides officers and key employees an opportunity to earn an annual cash bonus for achieving specified, performance-based goals established for the fiscal year. Performance goals under the MIC Plan are tied to measures of operating performance rather than appreciation in stock price.

We believe that net income and property occupancy are important measures of performance, both to evaluate management’s performance and to demonstrate to shareholders that capital has been used wisely over the long term. In fiscal year 2017, the annual bonus pool will be determined by the Company’s achievement of a targeted net income and management’s achievement of goals for square feet leased. Each named executive officer’s cash bonus award is subject to the achievement of individual performance goals related to the strategic objectives of the Company.

Historically, and prior to the Spin-off, cash incentive compensation awarded to Messrs. Baker, Milton and Klopfenstein as a component of their compensation was based on performance goals of the real estate and transportation segments of the Company As a result of the Spin-off, Messrs. Baker, Milton and Klopfenstein each became eligible to receive a cash bonus from the Company if the real estate performance goals were met and a cash bonus from Patriot if transportation-related performance goals were met. Information relating to cash bonuses awarded to Messrs. Baker, Milton and Klopfenstein set forth throughout this Proxy Statement for fiscal year 2016 and previous years reflects only cash bonuses awards relating to the performance of the Company (and for 2014, the real estate segment of the Company).

The following table describes the performance objectives and potential bonuses for the named executive officers for fiscal years 2016 and 2017.

For fiscal 2016, bonuses were contingent upon the achievement of a minimum adjusted after-tax return on capital employed (“ROCE”) of 5.02%. The bonus pool available at 5.02% was 50%, and the maximum bonus pool available was 100% upon the achievement of 5.17% ROCE. The calculation of ROCE excludes any financial impact to the Company from (i) the sale of Windlass Run Residential Phase II, or (ii) items related to the environmental remediation at the Riverfront on the Anacostia project. The following adjustments are made to the calculation of ROCE and the Company’s net income: (i) for leases executed in the respective fiscal year, the amount to be included in the revenue calculation will be the greater of the lease revenues for the lease in the respective year or fifty percent (50%) of the lease revenues for the lease for the following fiscal year; (ii) a credit is given for the quantifiable benefit from any Code Section 1031 exchange; (iii) for completed lot sales, a credit is given for revenue received over the floor area ratio basis; and (iv) capital expenditures in the two segments in excess of budgeted expenditures are excluded from the calculation. ROCE is calculated using net income (as adjusted by the items referenced in the previous two sentences) plus 80% of the Asset Management segment depreciation and amortization divided by average monthly capital employed. Capital employed is calculated as follows: (i) total assets, less (ii) liabilities (excluding debt and deferred income taxes).

Cash-based incentive compensation comprises a significant portion of the potential total compensation of the named executive officers. For fiscal 2016, cash-based incentive compensation comprised approximately 35% of the actual total compensation of the named executive officers. We believe that these incentives play a significant role in helping the Company achieve its business objectives.

Stock Options

Under our compensation program, executive officers are eligible to receive stock option grants under the Company’s 2006 Stock Incentive Plan (“Equity Incentive Plan”). We believe that long-term equity incentives motivate executives to make decisions that focus on long-term growth, thereby increasing shareholder value, and serve to align our executive officers’ interests with the Company’s shareholders. When our executives deliver sustained returns to our shareholders, equity incentives permit an increase in their own compensation.

The table below shows the following option awards approved by the Compensation Committee for fiscal 2016 and 2017. Option awards granted for fiscal year 2017 are subject to the approval of 2016 Equity Incentive Plan by shareholders. In making these grants, the Compensation Committee considered each executive officer’s performance, total compensation package, value to the Company and prior stock option grants.

All of the options granted under the Equity Incentive Plan vest 20% per year beginning the first anniversary of the grant date, except for Mr. Milton’s options, which vest immediately. All options expire on the tenth anniversary of the grant date, have a per share option price of the closing price of the Company’s common stock on the grant date, do not include “reload” provisions, prohibit re-pricing (unless approved by the shareholders).

The Committee believes that equity compensation is an important element of overall compensation. At the same time, the Committee recognizes that equity grants impose a dilution cost to the shareholders. The Committee plans to continue to strategically evaluate the use of equity compensation as a tool to motivate management.

Health and Welfare Benefits

In addition to participating in the same health and welfare plans, including our 401(k) plan, as do our other salaried employees, our executive officers participate in a supplemental medical expense reimbursement plan.

Management Security Plan

Our Management Security Plan was adopted many years ago as a retention tool to provide retirement benefits (based on annual base salaries) to certain senior executives. The Management Security Plan provides for annual payments to participants (or their beneficiaries) until the later of (i) their date of death or (ii) 15 years after their retirement or death. The annual payments are set at two times the benefit level during the first year and at the annual benefit level in subsequent years. The benefit levels originally increased with base salaries but the Company capped the benefit levels at 50% of base salaries as of December 31, 2002. The plan has been closed to newly hired executives for several years. David deVilliers, Jr., is the only named executive officer who currently participates in the Management Security Plan.

Severance and Change of Control Agreements

On December 5, 2007, the Company entered into a change-in-control agreement with Mr. deVilliers. The agreement is a “double trigger” agreement that will pay benefits to Mr. deVilliers, under certain circumstances, if he is terminated following a change-in-control of the Company or a sale of their particular business unit. Mr. deVilliers’ agreement provides that if he is terminated following a change-in-control or a sale of his business unit other than for “cause” or if he resigns following such event for “good reason,” the benefits under his Management Security Plan shall become fully vested and the present value of such benefits shall be paid to him. In addition, Mr. deVilliers will become fully vested in his stock options and restricted stock.

For this purpose, cause is generally defined as (i) conviction for commission of a felony, (ii) willful misconduct or gross negligence or material violation of policy resulting in material harm to his employer, (iii) repeated and continued failure by the executive to carry out, in all material respects, the employer’s reasonable and lawful directions, or (iv) fraud, embezzlement, theft or material dishonesty. Good reason is generally defined as (i) a material reduction in compensation or benefits, (ii) a requirement that the executive relocate, or (iii) any material diminution in the executive’s duties, responsibilities, reporting obligations, title or authority.

We believe change-in-control arrangements, the value of which are contingent on a change of control transaction, effectively create incentives for our executive team to build shareholder value and to obtain the highest value possible should we be acquired in the future, despite the risk of losing employment. These change of control arrangements for our executive officers are “double trigger,” meaning that acceleration of vesting is not awarded upon a change of control unless the executive’s employment is terminated involuntarily (other than for cause) or by the executive for good reason within 24 months following the transaction. We believe this structure strikes a proper balance by not providing these benefits to executives who continue to enjoy employment with an acquiring company in the event of a change of control transaction. We also believe this structure is more attractive to potential acquiring companies, who may place significant value on retaining members of our executive team and who may perceive this goal to be undermined if executives receive significant acceleration payments in connection with such a transaction and are no longer required to continue employment.

Personal Benefits

Our executives receive a limited number of personal benefits certain of which are considered taxable income to them and which are described in the footnotes to the section of this proxy statement entitled “Executive Compensation — Summary Compensation Table.”

Compensation Policies

Internal Pay Equity. We believe that internal pay equity is an important factor to be considered in establishing compensation for the officers. We have not established a policy regarding the ratio of total compensation of the Chief Executive Officer to that of the other officers, but we do review compensation levels to ensure that appropriate equity exists. Additionally, our Chief Executive Officer receives below-market compensation in light of his significant equity stake in the Company.

Compensation Risk Assessment. The Compensation Committee considers the risks that may result from the Company’s compensation policies and practices. The Compensation Committee believes that our compensation policies and practices for our executives are reasonable and properly align their interests with those of our shareholders. The Compensation Committee believes that there are a number of factors that cause our compensation policies and practices to not have a material adverse effect on the Company. The fact that our executive officers have their annual incentive compensation tied to return on capital employednet operating income and leasing activity encourages actions that promote profitability. Our equity-based incentives further align the interest of our executives with the long termlong-term interests of our shareholders. In addition, we believe that there are significant checks in place so that employees whose compensation may have a shorter termshorter-term focus are managed by employees and officers whose compensation has a longer termlonger-term focus.

Tax Deductibility of Compensation Should be Maximized Where Appropriate. The Company generally seeks to maximize the deductibility for tax purposes of all elements of compensation. For example, the Company always has issued restricted stock or nonqualified stock options that result in a tax deduction to the Company upon exercise. Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for non-qualifying compensation in excess of $1.0 million paid to any such persons in any fiscal year. We review compensation plans in light of applicable tax provisions including Section 162(m), and may revise compensation plans from time to time to maximize deductibility. However, we may approve compensation that does not qualify for deductibility when we deem it to be in the best interests of the Company.

Clawback Policy. It is our policy that the Company will recoup any incentive compensation erroneously awarded to any current or former executive officers due to material noncompliance with any financial reporting requirement under applicable securities laws during the three completed fiscal years immediately preceding the date the Company determines that an accounting restatement is required.

Hedging Policy

The Company strongly discourages all directors and executive officers from hedging our securities. Pursuant to our Securities Trading Policy, any director or executive officer of the Company, and any other persons designated by the Chief Executive Officer or the Chief Financial RestatementOfficer as being subject to the Company’s pre-clearance procedures, together with their family members and entities they control, seeking to engage in any transaction in our securities must obtain pre-clearance for the transaction from the Chief Financial Officer or General Counsel. Additionally, pursuant to our Securities Trading Policy, directors and officers of the Company are prohibited from engaging in short sales, and no such person may buy or sell puts, calls, or exchange-traded options relating to the Company’s stock. The Company deems such transactions to be speculative in nature and acknowledges they may involve a “bet against the Company” which is inappropriate for an insider. In 2022, no directors or executive officers hedged the Company’s securities.

Board Committees

The FRP Board currently has seven directors and the following four committees: the Audit Committee, the Compensation Committee, the Governance and ESG Committee, and the Executive Committee. The current membership and the function of each committee are described below.

X – Committee Member          * – Committee Chair

Audit Committee

The Audit Committee assists the FRP Board in its oversight of the Company’s accounting and financial reporting processes and the audit of the Company’s financial statements, the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, and the qualifications, independence, and performance of the Company’s independent auditor. In addition to other responsibilities, the Audit Committee also:

The FRP Board has determined that all Audit Committee members are independent and are able to read and understand financial statements. The FRP Board has also determined that the Chair of the Committee, John S. Surface, qualifies as an “audit committee financial expert” within the meaning of SEC regulations. The charter of the Audit Committee (as adopted on March 4, 2020) is available on our website at www.frpdev.com/investor-relations under Corporate Governance.

Compensation Committee

The primary functions of the Compensation Committee are to discharge the responsibilities of the FRP Board relating to the compensation of the Company’s executive officers and prepare an annual report on executive compensation to be included in the Company’s proxy statement. In addition, the Compensation Committee:

None of the members of the Compensation Committee was an officer or employee of the Company or any of its subsidiaries during fiscal year 2022 or had any relationship requiring disclosure by the Company under the rules of the SEC requiring disclosure of certain relationships and related party transactions. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officer serving the FRP Board or Compensation Committee.

The charter of the Compensation Committee (as adopted on March 4, 2020) has been formally adopted by the Company and is available at www.frpdev.com/investor-relations under Corporate Governance.

Governance and ESG Committee

The primary functions of the Governance and ESG Committee are to (1) identify individuals who are qualified to serve on the FRP Board, (2) review and recommend to the FRP Board changes to the corporate governance practices and guidelines of the Company, (3) adopt policies with respect to, and oversee compliance with policies relating to, environmental, health and safety, corporate social responsibility, sustainability, philanthropy, diversity and inclusion, community issues, political contribution and lobbying and other public policy matters relevant to the Company (“ESG Matters”) and (4) oversee the annual evaluation of the FRP Board. In addition, the Governance and ESG Committee establishes criteria for the FRP Board membership.

The charter of the Governance and ESG Committee is available at www.frpdev.com/investor-relations under Corporate Governance.

Executive Committee

John D. Baker II, John D. Baker III (ex officio), and John D. Milton, Jr. (ex officio) comprised the Executive Committee during 2022. On March 2, 2023, David H. deVilliers Jr. and David H. deVilliers III were appointed to the Executive Committee (each, ex officio). To the extent permitted by law, the Executive Committee exercises the powers of the FRP Board between meetings of the FRP Board.

Board and Committee Self-Assessment

It is a policy of the Company that the FRP Board and each committee, under the supervision of the Governance and ESG Committee, conduct a self-evaluation of their performance at least annually. The self-evaluation process serves to assess the FRP Board’s and the committees’ performance and effectiveness during the previous year. Each member of the FRP Board and each committee member completes a questionnaire that addresses various aspects of the FRP Board or committee’s meetings, membership, culture, relationship with management and other committees, and role and responsibilities and solicits recommendations for the upcoming year.

Communication with Directors

Shareholders may communicate with the chairs of the Audit, Compensation, and Governance and ESG Committees of the FRP Board, or with our independent directors, by sending a letter to the following address: Board of Directors, that the Compensation Committee will, to the extent permitted by governing law, have the sole and absolute authority to make retroactive adjustments to any cash or equity based incentive compensation paid to executive officers and certain other officers where the payment was predicated upon the achievement of certain financial results that were subsequently the subject of a restatement. Where applicable, the Company will seek to recover any amount determined to have been inappropriately received by the individual executive.FRP Holdings, Inc., c/o Corporate Secretary, 200 W. Forsyth Street, 7th Floor, Jacksonville, Florida 32202.

CompensationNomination of Director Candidates

The Governance and ESG Committee Report

The Governance and ESG Committee identifies individuals whom the Governance and ESG Committee believes are qualified to become FRP Board members in accordance with the director qualification standards set forth below, and recommends selected individuals to the FRP Board for nomination to stand for election at the next meeting of shareholders of the Company in which directors will be elected. In the event there is a vacancy on the FRP Board between meetings of shareholders, the Governance and ESG Committee identifies individuals that the Governance and ESG Committee believes are qualified to become FRP Board members in accordance with the director independence standards set forth above, and recommends one or more of such individuals for appointment to the FRP Board.

In the event the Governance and ESG Committee recommends an increase in the size of the FRP Board or a vacancy occurs, the Governance and ESG Committee may consider qualified nominees from several sources, including current FRP Board members and search firms. The Governance and ESG Committee may from time to time retain a search firm to help the Governance and ESG Committee identify qualified director nominees for consideration by the Governance and ESG Committee. The Governance and ESG Committee evaluates qualified director nominees against the current director qualification standards described below and reviews qualified director nominees with the FRP Board. The Governance and ESG Committee and the Chairman of the FRP Board interview candidates who meet the director qualification standards, and the Governance and ESG Committee selects nominees who best suit the FRP Board’s current needs and recommends one or more of such individuals for appointment to the FRP Board.

Director Qualification Standards and Board Diversity

The Governance and ESG Committee has established the following standards and qualifications for members of the FRP Board:

The Company strongly believes that diversity is critical to our success and the creation of long-term value for our shareholders. With respect to the FRP Board, it is acknowledged that a board of directors consisting of individuals with diverse backgrounds ensures broader representation and enhanced performance. In considering diversity in the selection of nominees, the Governance and ESG Committee looks for individuals with varied experience, characteristics, knowledge, skills, and viewpoints in order to achieve and maintain a group of directors that, as a whole, provides effective oversight of the management of the Company and reflects the complex and dynamic nature of our business. Although our Governance and ESG Committee does not maintain a prescribed policy for board diversity, the FRP Board and Governance and ESG Committee do look for nominees with a diverse set of qualifications that will complement the existing qualifications and experience of our directors and provide an overall balance of diversity of backgrounds and perspectives. The FRP Board understands diversity to mean a broad array of individual characteristics that collectively enable the FRP Board to operate effectively and fulfill its responsibilities including professional qualifications, business experience, age, gender, race, ethnicity, military service, education, and socio-economic and other demographic characteristics.

Of our current seven directors, two are female and one is African American.

Nominees Proposed by Shareholders

The Governance and ESG Committee will consider properly submitted shareholder nominees for candidates for membership on the FRP Board. Shareholders proposing individuals for consideration by the Governance and ESG Committee must include, at a minimum, the following information about the proposed nominee: the proposed nominee’s name, age, business or residence address, principal occupation or employment, and whether such person has given written consent to being named in the proxy statement as a nominee and to serving as a director if elected. Shareholders should send the required information about the nominee to:

Corporate Secretary

FRP Holdings, Inc.

200 W. Forsyth Street, 7th Floor

Jacksonville, Florida 32202

In order for an individual proposed by a shareholder to be considered by the Governance and ESG Committee for recommendation as a director nominee at the annual meeting of shareholders to be held in 2024, the Corporate Secretary must receive the proposal no later than 5 p.m. Eastern Standard Time on December 31, 2023. Such proposals must be sent via registered, certified, or express mail. The Corporate Secretary will send properly submitted shareholder proposed nominations to the Governance and ESG Committee chair for consideration at a future Governance and ESG Committee meeting. Individuals proposed by shareholders in accordance with these procedures will receive the same consideration that individuals identified to the Governance and ESG Committee through other means receive.

Nominations by Shareholders at Annual Meeting

Pursuant to the Company’s Articles of Incorporation, directors may be nominated at a meeting of shareholders at which directors are being elected, by (1) the FRP Board or any committee or person authorized or appointed by the FRP Board, or (2) by any shareholder who is entitled to vote for the election of directors at the meeting and who complies with certain advance notice procedures. These notice procedures require that the nominating shareholder make the nomination by timely notice in writing to the Secretary of the Company. To be timely, the notice must be received at the principal executive offices of the Company not less than forty (40) days prior to the meeting except that, if less than fifty (50) days’ notice or prior public disclosure of the date of the meeting is given to shareholders, the notice must be received no later than ten (10) days after the notice of the date of the meeting was mailed or such public disclosure was made. The notice must contain certain information about the proponent and each nominee, including such information about each nominee as would have been required to be included in a proxy statement filed pursuant to the rules of the SEC had such nominee been nominated by the FRP Board.

Board Leadership

John D. Baker II serves as the Chairman of the FRP Board and as FRP’s Chief Executive Officer. Mr. Baker has served as a director of the Company since 1986, served as the President and Chief Executive Officer from 2008 to 2010, and was again appointed as the Chief Executive Officer of the Company in 2017. From 1996 to 2007, Mr. Baker served as President and Chief Executive Officer of Florida Rock Industries, Inc. Mr. Baker is the former chairman and current director of regional utility Jacksonville Electric Authority. Mr. Baker also currently serves as a director of The Jacksonville Civic Counsel and as the Executive Chairman of the board of directors of Florida Rock and Tank Lines, Inc., a subsidiary of Patriot Transportation Holding, Inc. Mr. Baker formerly served as a director of Florida Rock Industries, Wachovia Corp., Wells Fargo & Company, Jacksonville Port Authority, Progress Energy, Vulcan Materials, Texas Industries, Hughes Supply, KIPP Jacksonville, Inc., The Florida Council of 100 and Edward Waters College. Prior to his business career, Mr. Baker served in the Marine Corps.

It is a policy of the Company that when the Chairman of the FRP Board is not an independent director, the independent directors will annually appoint a lead independent director.

Mr. Commander currently serves as lead independent director. The lead independent director presides over executive sessions of the independent directors and performs other duties as may be assigned from time to time by the FRP Board.

The FRP Board believes its current leadership structure is appropriate because it effectively allocates authority, responsibility, and oversight between management and the independent members of the FRP Board. It does this by giving primary responsibility for the operational leadership and strategic direction of the Company to our Chief Executive Officer, while enabling the lead independent director to facilitate the FRP Board’s independent oversight of management. The FRP Board believes its programs for overseeing risk, as described under the “Risk Oversight” section below, would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of structure.

Director Independence

Pursuant to NASDAQ listing standards, the FRP Board is required to evaluate each director to determine whether he or she qualifies as an “independent director”. The FRP Board must determine that a director has no relationship that, in the judgment of the FRP Board, would interfere with the exercise of independent judgment by the director in carrying out his or her responsibilities. The listing standards specify the criteria by which the independence of our directors will be determined. The listing standards also prohibit Audit Committee and Compensation Committee members from any direct or indirect financial relationship with the Company, and restrict commercial relationships of all directors with the Company. Directors may not be given personal loans or extensions of credit by the Company, and all directors are required to deal at arm’s length with the Company and its subsidiaries and to disclose any circumstances that might be perceived as a conflict of interest.

The FRP Board has determined that five of our seven current directors and director nominees (Charles E. Commander III, Martin E. Stein, Jr., John S. Surface, Nicole B. Thomas and William H. Walton III) are independent of management in accordance with the listing standards of The NASDAQ Global Select Market. All of the members of the Audit Committee, the Compensation Committee and the Governance and ESG Committee are independent directors.

Independent directors regularly meet in executive sessions without management and may select a director to facilitate the meeting. The independent directors met in executive session five times during 2022, with Mr. Commander presiding over each executive session.

Director Attendance at Board and Committee Meetings

In 2022, the FRP Board held five meetings, the Audit Committee held four meetings, the Compensation Committee held two meetings, and the Governance and ESG Committee held one meeting. During 2022, the Executive Committee did not hold any formal meetings but voted on various matters by unanimous written consent. The independent directors met in executive sessions following all Board meetings. All of our directors attended all of the meetings of the FRP Board and all committees on which the director served.

Director Attendance at Annual Meeting of Shareholders

It is a policy of the Company that our directors are required to attend the annual meeting of shareholders unless extenuating circumstances prevent them from attending. In 2022, all directors attended the annual shareholders meeting. All directors expect to be present at this year’s annual meeting of shareholders.

PROPOSAL NO. 1: THE DIRECTOR ELECTION PROPOSAL

Pursuant to our Articles of Incorporation, all directors elected at the Annual Meeting will serve a one-year term. The FRP Board has nominated John D. Baker II, Charles E Commander III, Martin E. Stein, Jr., John S. Surface, Nicole B. Thomas, William H. Walton III, and Margaret B. Wetherbee to be elected to serve as directors of the Company until the next annual meeting of shareholders and until their successors are duly elected and qualified. Biographical information relating to our directors and director nominees is provided under the section of this Proxy Statement entitled “Board of Directors & Corporate Governance”.

If you are a shareholder of record, your proxy will be voted “FOR” the election of the persons nominated unless you indicate otherwise. If any of the nominees named should become unavailable for election for any presently unforeseen reason, the persons named in the proxy shall have the right to vote for a substitute as may be designated by the FRP Board to replace such nominee, or the FRP Board may reduce the number of directors accordingly.

The FRP Board unanimously recommends a vote “FOR” the election of these nominees as directors.

OUR BOARD OF DIRECTORS

The table below contains information about our current directors and director nominees. The FRP Board is comprised of a group of leaders in their respective fields. Many directors have senior leadership experience and board and committee experience with public companies. In these positions, they have gained significant and diverse management experience.

You will be asked to vote on the election of John D. Baker II, Charles E. Commander III, Martin E. Stein, Jr., John S. Surface, Nicole B. Thomas, William H. Walton III, and Margaret B. Wetherbee to the FRP Board at the Annual Meeting. The FRP Board and the Governance and ESG Committee believes that each director nominee brings a strong and unique set of attributes, experience, leadership, and skills in areas of importance to the Company that create a well-balanced, collaborative team that serves the Company and its shareholders well. The biographies below describe each director nominee and his qualifications that led the Governance and ESG Committee to nominate these individuals.

John D. Baker II serves as the Chairman of the FRP Board and as FRP’s Chief Executive Officer. Mr. Baker has served as a director of the Company since 1986, served as the President and Chief Executive Officer from 2008 to 2010, and was again appointed as the Chief Executive Officer of the Company in 2017. From 1996 to 2007, Mr. Baker served as President and Chief Executive Officer of Florida Rock Industries, Inc. Mr. Baker is the former chairman and current director of regional utility Jacksonville Electric Authority. Mr. Baker also currently serves as a director of The Jacksonville Civic Counsel and as the Executive Chairman of the board of directors of Florida Rock and Tank Lines, Inc., a subsidiary of Patriot Transportation Holding, Inc. Mr. Baker formerly served as a director of Florida Rock Industries, Wachovia Corp., Wells Fargo & Company, Jacksonville Port Authority, Progress Energy, Vulcan Materials, Texas Industries, Hughes Supply, KIPP Jacksonville, Inc., The Florida Council of 100 and Edward Waters College. Prior to his business career, Mr. Baker served in the Marine Corps. Mr. Baker brings to the FRP Board extensive knowledge in rock mining and real estate industries, as well as proven public company leadership and business experience. Mr. Baker is the father of John D. Baker III, Chief Financial Officer and Treasurer of the Company, and the uncle of Margaret B. Wetherbee, director of the Company.

Charles E. Commander III, who was elected as a director of the Company in 2004, is a retired partner at the law firm Foley & Lardner LLP, where he practiced corporate, financial institutions, and real estate law and was a member of that firm’s management committee. Mr. Commander previously served on the boards of EverBank Financial Corp., Barnett Winston Growth Properties, Computer Power Inc., Builders Investment Group, Koger Equity Inc., First City National Bank, and SouthTrust Bank of Northeast Florida. Mr. Commander’s many years of legal experience and his service on other boards provides the FRP Board valuable insights regarding our business and on corporate governance and management issues.

Martin E. “Hap” Stein, Jr. was elected as a director of the Company in 1992. Mr. Stein served as Chief Executive Officer of Regency Centers Corporation, a real estate investment trust, from its initial public offering in 1993 through 2019, served as its Chairman of the board from 1999 to 2019, and was appointed Executive Chairman in 2020. Mr. Stein also previously served as a director of Washington and Lee University. Mr. Stein brings to the FRP Board extensive knowledge of the commercial real estate industry, as well as proven public company leadership and business expertise.

John S. Surface was elected to the FRP Board on April 1, 2022. Mr. Surface is the Chief Executive Officer of Covius Services and a member of the board of directors of Covius Holdings, Inc. Mr. Surface previously had an 18-year tenure at EverBank Financial Corp, where he served as Senior Executive Vice President responsible for corporate strategy, capital raising, mergers and acquisitions and new growth initiatives. Mr. Surface currently serves on the board of trustees of The Bolles School and has served on the boards of directors of the Jacksonville Symphony Orchestra, Habijax, LISC Jacksonville and the Jacksonville Museum of Science and History. He also previously served as a member of the Williams School Board of Advisors for Washington & Lee University. Mr. Surface received a B.S. in Business Management, magna cum laude and Phi Beta Kappa, from Washington and Lee University and an M.B.A. from Harvard Business School. Mr. Surface’s business and leadership experience brings to the FRP Board valuable insights regarding business strategy and management.

Nicole B. Thomas was elected to the FRP Board on April 1, 2022. Ms. Thomas is the hospital president of Baptist Medical Center Jacksonville and is responsible for the operational and strategic direction of the largest hospital in the health system. Ms. Thomas has held several roles with Baptist Health since joining in 2011, including co-chairing its diversity, equity, and inclusion council, chairing its transformation council, serving as senior vice president of specialty services overseeing neurosciences, orthopedics, and oncology, with primary executive responsibility for the formation of Baptist MD Anderson Cancer Center in 2015, and since 2016, serving as Baptist Medical Center South’s president. Prior to joining Baptist Health, she was assistant vice president of Physician Operations for St. Luke’s Episcopal Health System in Houston, and operations administrator at Mayo Clinic Jacksonville. A fellow in the American College of Healthcare Executives, Ms. Thomas was named among Modern Healthcare magazine’s Top 25 Minority Executives in Healthcare in 2018 and 2020 and one of 70 African American leaders in health care to know by Becker’s Hospital Review in 2020. Ms. Thomas serves on the board of directors of the Federal Reserve Bank of Atlanta and Tiger Academy Jacksonville and serves on the OneJax Advisory Board. Ms. Thomas brings valuable experience in shaping diversity, inclusion and social responsibility policies, a proven track record of leadership, and diversity to the FRP Board.

William H. Walton III was elected as a director of the Company in 2015. Mr. Walton is Co-Founder and Managing Member of Rockpoint Group, LLC, a real estate private equity firm and registered investment adviser. Mr. Walton serves on the boards of Boston Properties, Inc., Dream Finders Homes, Inc., and Crow Holdings, and he is a former director of Corporate Office Properties Trust and the St. Joe Company. He has also served as a director or trustee on the boards of several non-profit organizations. Mr. Walton brings to the FRP Board extensive experience in the real estate investment business and a proven track record of leadership.

Margaret B. Wetherbee was elected as a director of the Company in 2019. Ms. Wetherbee currently serves as a board member of several non-profit organizations. From 1998 to 2008, Ms. Wetherbee practiced law at Rogers Towers, P.A. in the area of commercial real estate transactions, with a focus on real estate development, finance, sale and acquisition transactions and lease negotiations. Ms. Wetherbee brings valuable legal experience, experience in board leadership, and diversity to the FRP Board.

NON-EMPLOYEE DIRECTOR COMPENSATION

Our non-employee directors receive cash compensation, as well as equity compensation in the form of stock grants of Company common stock. The following table summarizes the compensation paid to each of our non-employee directors during 2022. All amounts reflect the dollar value of the compensation.

SECURITIES OWNERSHIP

Directors, Director Nominees, and Executive Officers

The following table shows the number of shares of the Company’s common stock beneficially owned by (i) each of the Company’s directors and director nominees, (ii) each of the Company’s named executive officers, and (iii) all executive officers, directors, and director nominees of the Company as a group, as of February 28, 2023.

* Less than 1%

Shareholders Holding More Than Five Percent of Common Stock

The following table shows the number of shares of the Company’s common stock beneficially owned by each person (or group of people) known by the Company to beneficially own more than 5% of the common stock of the Company.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers, and beneficial owners of 10% or more of the Company’s outstanding common stock to file initial reports of ownership and reports of changes in ownership with the SEC, NASDAQ, and the Company. The Company believes, based solely on a review of the copies of such forms furnished to the Company and written representations from the Company’s directors and executive officers, that all persons subject to Section 16(a) reporting requirements filed the required reports on a timely basis during 2022, except with respect to two required Forms 4 filed on behalf of David H. deVilliers III on November 29, 2022 and December 19, 2022, which were filed late due to an administrative oversight.

RELATED PARTY TRANSACTIONS

On January 30, 2015, we completed a spin-off of our former transportation business. The spin-off was effected through a corporate reorganization, followed by the distribution by the Company of all of the shares of common stock of Patriot Transportation Holding, Inc. (“Patriot”; NASDAQ – PATI). For more information regarding the spin-off, you may refer to Patriot’s Information Statement, which is attached as Exhibit 99.1 to Patriot’s Form 10, filed with the Securities Exchange Commission on December 31, 2014, available at www.sec.gov. John D. Baker II, our Chief Executive Officer, beneficially owns more than 10% of the outstanding shares of Patriot common stock.

In connection with the spin-off, we entered into various transitional agreements with Patriot, including an administrative services agreement. Pursuant to the administrative services agreement, Patriot provides FRP certain services that were shared prior to the Spin-off, including the employment of certain shared employees. In 2022, the Company reimbursed Patriot an amount of $893,000 for such services.

In the opinion of the Company, the terms, conditions, transactions, and payments under the agreements with the persons described above were not less favorable to the Company than those which would have been available from unaffiliated persons.

AUDIT COMMITTEE REPORT

The Audit Committee reviews the Company’s financial reporting process on behalf of the FRP Board. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The Audit Committee also selects the Company’s independent registered public accounting firm. The Audit Committee held four formal meetings in fiscal year 2022.

In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm regarding the fair and complete presentation of the Company’s results and the assessment of the Company’s internal control over financial reporting. The Audit Committee has discussed significant accounting policies applied by the Company in its financial statements, as well as alternative treatments. Management represented to the Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussionconsolidated financial statements with management we haveand the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed pursuant to applicable standards adopted by the PCAOB.

In addition, the Audit Committee has received the written disclosures and the letter from the independent auditor required by the applicable requirements of PCAOB regarding the independent auditor’s communications with us concerning independence and has discussed with the independent auditor the auditor’s independence from the Company and its management. The Audit Committee also has considered whether the independent auditor’s provision of non-audit services to the Company is compatible with the auditor’s independence. The Audit Committee has concluded that the independent auditor is independent from the Company and its management.

The Audit Committee reviewed and discussed Company policies with respect to risk assessment and risk management.

The Audit Committee discussed with the Company’s independent auditor the overall scope and plans for the audit. The Audit Committee meets with the independent auditors, with and without management present, to discuss the results of their examinations, the evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the FRP Board, of Directorsand the FRP Board has approved, that the Compensation Discussion and Analysisaudited financial statements be included in this proxy statement.the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, for filing with the Securities and Exchange Commission.

The Audit Committee Report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates the Audit Committee Report by reference therein.

PROPOSAL NO. 2: THE AUDITOR PROPOSAL

The Audit Committee has selected Hancock Askew as the Company’s independent registered public accounting firm (auditors) to examine the consolidated financial statements of the Company, subject to satisfactory negotiation of an annual fee agreement for 2023. The FRP Board seeks an indication from shareholders of their approval or disapproval of the Audit Committee’s appointment of Hancock Askew as the Company’s auditors.

Hancock Askew has been our independent auditor since 2006, and no relationship exists between the Company and Hancock Askew other than the usual relationship between auditor and client.

If the appointment of Hancock Askew as auditor for 2023 is not approved by the shareholders, the adverse vote will be considered a direction to the Audit Committee to consider other auditors for next year. However, because of the difficulty in making any substitution of auditors so long after the beginning of the current year, Hancock Askew will remain the Company’s Independent Registered Public Accounting Firm for 2023, unless the Audit Committee finds other good reason for making a change.

Representatives of Hancock Askew will be available to respond to questions at the annual meeting of shareholders.

Independent Registered Public Accounting Firm

The Audit Committee has selected Hancock Askew to serve as the Company’s independent registered public accounting firm, subject to satisfactory negotiation of an annual fee agreement. Representatives of Hancock Askew are expected to be present at the shareholders’ meeting with the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Audit and Non-Audit Fees

The following table presents fees billed or to be billed by the Company’s independent registered public accounting firm for the audit of the Company’s financial statements for fiscal years 2021 and 2022, and for other services performed during such periods.

23Pre-Approval of Audit and Non-Audit Services