Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 18, 2022, the board of directors (the “Board”) of CTO Realty Growth, Inc., a Maryland corporation (the “Company”) increased the size of the Board from six directors to seven directors and appointed Christopher J. Drew to fill the vacancy resulting therefrom, effective as of January 18, 2022. The Board has determined that Mr. Drew is an “independent director” as defined in the New York Stock Exchange (“NYSE”) listing standards and applicable Securities and Exchange Commission (“SEC”) rules and regulations. Mr. Drew will serve on the Board’s audit and governance committees.
Christopher J. Drew, age 41, currently serves as a Senior Managing Director of JLL Capital Markets, Americas (NYSE: JLL) and co-head of JLL’s Miami office. He joined JLL in July 2019 as part of JLL’s acquisition of HFF, Inc. (NYSE: HF), where he was a Senior Managing Director and co-head of HF’s Miami office. Prior to joining HF in July 2010, Mr. Drew was a senior associate in the Capital Markets Group at Cushman & Wakefield PLC (NYSE: CWK) for five years. Mr. Drew also sits on the JLL Capital Markets Group’s Diversity, Equity, and Inclusion committee and is on the board of Big Brothers Big Sisters of Miami. Mr. Drew earned a Master of Business Administration and a Bachelor of Business Administration from the University of Miami Herbert Business School. We believe Mr. Drew’s extensive experience in commercial real estate transactions and financing brings important and valuable skills to the Board.
For his service as a non-employee director, Mr. Drew will be compensated in accordance with the director compensation policy for non-employee directors described in the Company’s definitive proxy statement filed with the SEC on April 15, 2021.
Item 7.01. Regulation FD Disclosure.
On January 18, 2022, the Company issued a press release announcing the appointment of Mr. Drew to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The furnishing of these materials is not intended to constitute a representation that such furnishing is required by Regulation FD or other securities laws, or that the materials include material investor information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information in the future.
The information in Item 7.01 of this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
