CTO Realty Growth (CTO) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2025, with shareholders voting on director elections, auditor ratification, and executive compensation.

• 2024 saw significant achievements: $226.8M in retail acquisitions, $104M in structured investments, $200M in equity raised, and a 4.7% increase in AFFO per share.

• The company outperformed peers in total shareholder return, ranking 17th among 127 REITs over three years.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of six directors for one-year terms, (2) ratification of Grant Thornton LLP as auditor for 2025, and (3) advisory approval of executive compensation.

• The board recommends voting FOR all proposals.

• Majority voting standard applies for uncontested director elections.

Board of directors and corporate governance

• The board consists of six directors, five of whom are independent; all stand for annual election.

• Board committees (Audit, Compensation, Governance) are fully independent and oversee key areas including risk, compensation, and nominations.

• The chairman is an independent director, and the board conducts annual self-evaluations and succession planning.

• Stockholders can propose director candidates and request special meetings.