UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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
Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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PATRIOT TRANSPORTATION HOLDING, INC.
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(Name of Registrant as Specified
in its Charter)
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(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided
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filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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200 W. Forsyth Street, 7th Floor
Jacksonville, FL 32202
December 13, 2021
Dear Fellow Shareholder:
On behalf of the board
of directors, we thank you for your investment in Patriot Transportation Holding, Inc. (“Patriot”) and invite you
to attend the 2022 annual meeting of shareholders on Wednesday, February 2, 2022 at 11:00 a.m., Eastern Standard Time. Due to the COVID-19
pandemic, this year’s annual meeting will be held virtually. To participate in the annual meeting,
go to patriottrans.com, click the Investor Relations tab, and then click the link titled
“2022 Annual Shareholders Meeting”.
We are soliciting proxies
for use at the annual shareholders meeting, at which shareholders are being asked to consider and vote upon proposals to (i) elect the
five director nominees listed in the proxy statement for a one-year term, (ii) ratify the audit committee’s selection of the 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.
Your vote is very important.
Even if you plan to attend the virtual annual meeting, it is strongly recommended that you vote your shares of Patriot 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 online during the virtual meeting, you will need to submit proof of ownership of your Patriot stock or documentation of your proxy
prior to the commencement of the meeting to the following email address: dwatson@patriottrans.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 important information about the annual meeting and the other business to be considered by Patriot’s
shareholders. We encourage you to read the entire proxy statement carefully. You may also obtain more information about Patriot from documents
we have filed with the U.S. Securities and Exchange Commission.
Thank you for your continued
support.
Very truly yours,
Robert E. Sandlin
President & CEO
This proxy statement is dated December 13, 2021 and is first being mailed
to shareholders on or about December 17, 2021.
200 W. Forsyth Street, 7th Floor
Jacksonville, FL 32202
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 2, 2022
You are cordially invited
to attend the virtual annual meeting of the shareholders of Patriot Transportation Holding, Inc. (the “Company”, or
“Patriot”) on February 2, 2022 at 11:00 a.m., Eastern Standard Time, for the following purposes:
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1.
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To elect the five director nominees listed in the accompanying proxy statement for a one-year term (the
“Director Election Proposal”);
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To ratify the audit committee’s selection of the Company’s independent registered public accounting
firm (the “Auditor Proposal”);
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3.
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To approve, on an advisory basis, the compensation of the Company’s named executive officers (the
“Compensation Proposal”); and
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4.
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To select, on an advisory basis, whether the Company should include an advisory vote on executive compensation
every one, two, or three years (the “Frequency Proposal”); and
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The board of directors
of Patriot recommends that you vote “FOR” the election of the five nominees listed in the Director Election Proposal,
“FOR” the Auditor Proposal, “FOR” the Compensation Proposal, and “ONE YEAR” on
the Frequency Proposal. We urge you to read the enclosed materials carefully.
To participate in the
annual meeting, go to patriottrans.com, click the Investor Relations tab, and then click
the link titled “2022 Annual Shareholders Meeting”. In order to vote online during the virtual meeting, you will need to
submit proof of ownership of your Patriot stock or documentation of your proxy prior to the commencement of the meeting to the following
email address: dwatson@patriottrans.com.
Our board of directors
has fixed the close of business on December 6, 2021 as the record date for the determination of shareholders entitled to notice and to
vote at the annual meeting or any postponement or adjournment thereof. Only holders of record of shares of Patriot 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, Patriot had 3,415,643 shares of common stock outstanding and entitled to vote.
The 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 will be determined by a plurality of the votes
cast at the annual meeting.
Whether you own few shares
or many shares, and whether you plan to attend the virtual meeting or not, it is important that your shares be voted on matters that come
before the annual meeting. If you do not vote during the meeting, you may authorize a proxy to vote by marking your votes on the proxy
card, signing and dating it, and mailing it in the envelope provided. If you sign and return your proxy card without specifying your choices,
it will be understood that you wish to have your shares voted in accordance with the directors’ recommendations. Any proxy given
by a shareholder 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 delivering a later-dated proxy, or (iii) attending and voting during the virtual annual
meeting. Your prompt cooperation will be greatly appreciated.
Your vote is very important.
This proxy statement provides you with detailed information about the Proposals. We encourage you to read the accompanying proxy statement
carefully and in its entirety and to submit a proxy or voting instructions so that your shares will be represented and voted even if you
do not attend the virtual annual meeting. If you have questions about the foregoing proposals or would like additional copies of the
proxy statement, please contact: Patriot Transportation Holding, Inc., Attention: Matthew C. McNulty, Corporate Secretary, 200 W. Forsyth
Street, 7th Floor, Jacksonville, FL 32202 (telephone: (904) 858-9100).
By Order of the Board of Directors,
/s/ Matthew C. McNulty
Matthew C. McNulty
Chief Financial Officer, Chief Operating Officer, Vice President
and Secretary
December 13, 2021
IMPORTANT: If you hold shares of Patriot
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
INTRODUCTION
The accompanying proxy,
mailed together with this proxy statement, is solicited by and on behalf of the board of directors (which we refer to in this proxy statement
as the “Patriot Board”) of Patriot Transportation Holding, Inc. (which we refer to in this proxy statement as “Patriot”
or the “Company”) for use at the annual meeting of our shareholders and at any adjournment or postponement thereof.
References in this proxy statement to “we,” “us,” “our” or like terms also refer to Patriot. This
proxy statement is dated December 13, 2021 and is first being mailed to shareholders on or about December 17, 2021.
SUMMARY
This summary highlights
selected information from this proxy statement. It may not contain all of the information 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 attached hereto,
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 32.
The
Annual Meeting (See page 8)
This year’s annual
meeting will be held virtually on Wednesday, February 2, 2022 at 11:00 a.m., Eastern Standard Time. To participate in the annual meeting,
go to patriottrans.com, click the Investor Relations tab, and then click the link titled
“2022 annual Shareholders Meeting”. Due to the COVID-19 pandemic, we are not holding an in-person meeting.
At the annual meeting,
holders of Patriot common stock as of the record date will be asked to consider and vote upon:
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the proposal to approve to elect the five director nominees listed in the accompanying proxy statement
for a one-year term (the “Director Election Proposal”);
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the proposal to ratify the audit committee’s selection of the Company’s independent registered
public accounting firm (the “Auditor Proposal”);
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the proposal to approve, on an advisory basis, the compensation of the Company’s named executive
officers (the “Compensation Proposal”); and
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the proposal to select, on an advisory basis, whether the Company should include an advisory vote on executive
compensation every one, two, or three years (the “Frequency Proposal”).
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Required
Vote (See page 8)
The Director Election
Proposal: Each director must be elected by a plurality of the votes cast, meaning a director nominee who received the highest 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 Director Election Proposal.
The Auditor Proposal:
This proposal requires approval 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 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.
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, so 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,
but will have no effect on the Proposals.
Record
Date (See page 9)
The record date for the
determination of holders of Patriot common stock entitled to notice of and to vote at the annual meeting, or any adjournment or postponement
of the annual meeting, is the close of business on December 6, 2021. Holders of Patriot common stock as of 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 of the annual meeting.
At the close of business on the record date, Patriot had 3,415,643 shares of common stock outstanding and entitled to vote.
Quorum
(See page 8)
Holders of a majority of
shares of Patriot 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, Patriot expects that the annual meeting will be adjourned to a later date.
Recommendation of Patriot’s
Board of Directors
The Patriot Board recommends
that you vote “FOR” the Director Election Proposal, “FOR” the Auditor Proposal, “FOR”
the Compensation Proposal, and “ONE YEAR” for the Frequency Proposal.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
The following are
some questions that you, as a shareholder of Patriot, may have regarding the annual meeting, together with brief answers to those questions.
Patriot 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
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When and where will the annual meeting take place?
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A.
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This year’s annual meeting will be held
virtually on Wednesday, February 2, 2022 at 11:00 a.m., Eastern Standard Time. To participate
in the annual meeting, go to patriottrans.com, click
the Investor Relations tab, and then click the link titled “2022 Annual Shareholders
Meeting”. Due to the COVID-19 pandemic, we are not holding an in-person meeting.
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What is the purpose of the annual meeting and what will I be voting on at the annual meeting?
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The purpose of the annual meeting is for shareholders to consider and vote on four proposals:
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the election of the five director nominees to serve as directors of the Company until the next
annual meeting of shareholders or until their successors are duly elected and qualified;
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the non-binding approval and ratification of the audit committee’s selection of Hancock Askew &
Co., LLP to serve as Patriot’s independent auditor for fiscal year 2022;
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3.
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the non-binding approval of the compensation awarded to our named executive officers for the fiscal year
ended September 30, 2022; and
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the non-binding selection of how frequently shareholder advisory votes on executive compensation should
be held
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Patriot does not expect to transact any
other business at the annual meeting or any adjournment or postponement thereof.
Voting at the Annual
Meeting
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Who can attend and vote at the virtual annual meeting?
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A.
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The record date for the determination of holders of our common stock entitled to notice of and to vote
at the annual meeting, or any adjournment or postponement of the annual meeting, is the close of business on December 6, 2021. Holders
of Patriot common stock as of the close of business on the record date are entitled to notice of, and to vote at, the virtual annual meeting.
At the close of business on the record date, there were 3,415,643 shares of Patriot common stock issued and outstanding.
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How many votes do I have?
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Each share of Patriot common stock is entitled to one vote on all matters that come before the annual
meeting or any postponement or adjournment thereof.
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Q.
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How does the Patriot Board recommend that Patriot shareholders vote with respect to each of the proposals?
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The Patriot Board recommends that the Patriot shareholders vote “FOR” each of the nominees
listed in the Director Election Proposal, “FOR” the Auditor Proposal, “FOR” the Compensation Proposal,
and “ONE YEAR” on the Frequency Proposal. Information about each of the Proposals is included in the accompanying proxy
statement.
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What vote is required to approve each proposal?
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A.
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The Director Election Proposal: Each director must be elected by a plurality of the votes cast,
meaning a director nominee who received the highest 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 Director Election Proposal.
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The Auditor 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
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, the Patriot directors
and executive officers own or control 11.58% of Patriot’s outstanding shares of common stock and intend to vote such shares “FOR”
each of the Proposals.
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What do I need to do now, and how do I vote?
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A:
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Patriot urges you to read this proxy statement carefully, including its annexes, and to consider how the
actions contemplated by each of the Proposals may affect you.
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If your shares of Patriot common stock
are registered directly in your name with Patriot’s transfer agent, you are considered, with respect to those shares, to be the
“shareholder of record,” and the proxy materials and proxy card are being sent directly to you by Patriot.
As a shareholder of record, you may vote
your shares:
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During
the virtual Annual Meeting. You may vote your shares during the virtual annual meeting.
In order to vote online during the virtual meeting, you will need to submit proof of ownership
of your Patriot stock or documentation of your proxy prior to the commencement of the meeting
to the following email address: dwatson@patriottrans.com. Even if you plan to attend
the virtual annual meeting, we encourage you to vote in advance by mail so that your vote
will be counted in the event you later decide not to attend the virtual annual meeting.
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By Mail. 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.
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In order to participate in the annual
meeting, go to patriottrans.com, click the Investor Relations tab, and then click the
link titled “2022 Annual Shareholders Meeting”.
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Q.
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How will proxies be voted?
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A.
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Shares represented by valid proxies will be voted at the annual meeting in accordance with the directions
given. If the enclosed proxy card is signed and returned without any directions, the shares will be voted:
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“FOR” each of the nominees listed in the Director Election Proposal;
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“FOR” the Auditor Proposal;
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“FOR” the Compensation Proposal; and
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“ONE YEAR” for the Frequency Proposal.
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Q.
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What happens if I do not sign and return my proxy card by mail or vote during the annual meeting?
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A.
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If you are a shareholder of record of Patriot common stock and you do not sign and return your proxy card
by mail or vote during the annual meeting, your shares will not be voted at the annual meeting and will not be counted as present for
the purpose of determining the presence of a quorum, which is required to transact business at the annual meeting.
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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.
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Q.
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What if I abstain from voting?
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A.
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If you attend the virtual annual meeting or submit a proxy card, but affirmatively elect to abstain from
voting, your proxy will be counted as present for the purpose of determining the presence of a quorum for the annual meeting, but will
not be voted at the annual meeting. As a result, your abstention will have the same effect as voting “AGAINST” the
Auditor Proposal and the Compensation Proposal, but will have no effect on the Director Election Proposal or the Frequency Proposal.
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Q.
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What is a broker non-vote?
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Broker non-votes are shares held in “street name” by brokers, dealers, banks and other nominees
that are present or represented by proxy at the annual meeting, but with respect to which the broker, dealer, bank or other nominee is
not instructed by the beneficial owner of such shares how to vote on a particular proposal and
such broker, dealer, bank or nominee does not have discretionary voting power on such proposal.
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If a beneficial owner
of shares of Patriot 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.
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Q:
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If my shares of Patriot common stock are held in “street name” by my broker, dealer, bank
or other nominee, will my broker, dealer, bank or nominee vote my shares for me and may I vote online at the annual meeting?
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A:
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If your shares of Patriot common stock are held through an account with a broker, dealer, bank or nominee,
you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to
you together with a voting instruction card. You must provide the record holder of your shares with instructions on how to vote your shares.
Please follow the voting instructions provided by your broker, dealer, bank or other nominee. Please note that you may not vote shares
held in “street name” by returning a proxy card directly to Patriot.
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As the beneficial owner, you are also
invited to attend the virtual annual meeting. However, since a beneficial owner is not the shareholder of record, you may not vote these
shares online at the annual meeting unless you obtain a “legal proxy” from the broker, dealer, bank or other nominee that
holds your shares giving you the right to vote the shares online at the annual meeting.
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Q:
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May I revoke or change my vote after I have provided proxy instructions?
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Yes. You may revoke or change your vote at any time before your proxy is voted at the annual meeting.
You can do this in one of three ways: (i) delivering written notice to Patriot’s Corporate Secretary at Patriot’s principal
executive office; (ii) executing and delivering a proxy bearing a later date to Patriot’s Corporate Secretary at Patriot’s
principal executive office; or (iii) voting online at the virtual annual meeting. Your attendance at the virtual annual meeting without
further action on your part will not automatically revoke your proxy. If you have instructed your broker, dealer, bank or other nominee
to vote your shares, you must follow directions received from your broker, dealer, bank or other nominee in order to change those instructions.
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Q.
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What constitutes a “quorum” for the annual meeting?
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A.
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Holders of a majority of shares of Patriot 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 at 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, Patriot expects that the annual meeting will be adjourned
to a later date.
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Q:
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Who is paying for this proxy solicitation?
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A:
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Patriot will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy
materials and soliciting votes. Patriot will bear any fees paid to the SEC. Patriot may reimburse brokerage firms, custodians, nominees,
fiduciaries and other persons representing beneficial owners for their reasonable expenses in forwarding solicitation material to such
beneficial owners. Patriot’s directors, officers and employees may also solicit proxies in person or by other means of communication.
Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses
in connection with such solicitation.
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Q.
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What does it mean if I received more than one proxy card?
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A.
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If you received more than one proxy card, your shares are likely registered in more than one name or are
held in more than one account. These should each be voted and/or returned separately in order to ensure that all of your shares of Patriot
common stock are voted.
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Q.
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Whom should I contact if I have any questions about the annual meeting?
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A.
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If you have any questions about the annual meeting, or if you need assistance in submitting your proxy
or voting your shares or need additional copies of this proxy statement or the enclosed proxy card, you should contact Patriot at the
address or telephone number listed below:
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Patriot Transportation Holding, 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 should call your broker, dealer, bank or other nominee for additional information.
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Q.
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Where can I find more information?
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Additional information about us can be obtained from the various sources described under “Where
You Can Find Additional Information” in this proxy statement.
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THE ANNUAL MEETING
Time, Date and
Place
The annual meeting will
be held virtually on Wednesday, February 2, 2022 at 11:00 a.m., Eastern Standard Time. Due to the COVID-19 pandemic, we are not holding
an in-person meeting. To participate in the annual meeting, go to patriottrans.com, click the
Investor Relations tab, and then click the link titled “2022 Annual Shareholders Meeting”.
Proposals
At the annual meeting,
or any postponement or adjournment thereof, holders of shares of Patriot common stock on the record date will consider and vote upon (i)
the Director Election Proposal; (ii) the Auditor Proposal; (iii) the Compensation Proposal; and (iv) the Frequency Proposal. Patriot does
not expect to transact any other business at the annual meeting or any adjournment or postponement thereof.
Recommendations
of the Patriot Board
The Patriot Board has approved
each of the proposals and recommends that you vote “FOR” each of the nominees listed in the Director Election Proposal,
“FOR” the Auditor Proposal, “FOR” the Compensation Proposal, and “ONE YEAR” on
the Frequency Proposal.
Required Vote
The Director Election
Proposal: Each director must be elected by a plurality of the votes cast, meaning a director nominee who received the highest 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 Director Election Proposal.
The Auditor 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 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.
Quorum
Holders of a majority of
shares of Patriot 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 online at 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, Patriot expects that the annual meeting will be adjourned to a later date.
Record Date
The Patriot Board has fixed
the close of business on December 6, 2021 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, 3,415,643 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 in person.
Unless contrary instructions
are indicated, the votes entitled to be cast by shares of common stock represented by valid proxies will be cast “FOR”
each of the nominees listed in the Director Election Proposal, “FOR” the Auditor Proposal and “FOR”
the Compensation Proposal. If a shareholder gives specific voting instructions, the votes entitled to be cast by the shareholder will
be cast in accordance with such instructions. In the absence of instructions to the contrary, it is the intention of the persons named
in the accompanying proxy to vote the shares represented thereby in accordance with their discretion on any other matters properly brought
before the annual meeting and discretionary authority to do so is included in the proxy.
Robert E. Sandlin is named
as proxy.
Shares Held in
“Street Name”; Broker Non-Votes
If you hold your shares
of Patriot common stock through a broker or nominee and wish to vote, you must follow the voting instructions provided 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
may be revoked by the shareholder at any time prior to the voting of the proxy, by (i) delivering written notice to Patriot’s Corporate
Secretary at Patriot’s principal executive office; (ii) executing and delivering a proxy bearing a later date to Patriot’s
Corporate Secretary at Patriot’s principal executive office; or (iii) voting online at the annual meeting. If a shareholder’s
shares are held in “street name”, the shareholder must contact its broker, bank or other nominee to change its vote.
Cost of Proxy
Solicitation
This proxy statement is
being provided to the Patriot shareholders in connection with the solicitation of proxies by the Patriot Board to be voted at the annual
meeting and at any adjournments or postponements of the annual meeting. Patriot 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.
Patriot is making this
solicitation by mail, but Patriot’s directors and officers also may solicit by mail, telephone, facsimile, electronic transmission,
personal interview or otherwise. Such directors and officers will not receive additional compensation for soliciting proxies.
Patriot will reimburse
brokerage firms and other custodians, nominees and fiduciaries for their reasonable expenses incurred in sending proxies and proxy materials
to beneficial owners.
Assistance
If you have any questions
about the annual meeting, or if you need assistance in submitting your proxy or voting your shares or need additional copies of this proxy
statement or the enclosed proxy card, you should contact Patriot at the address or telephone number listed below:
Patriot Transportation Holding, 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 should call your broker, dealer, bank or other nominee for additional
information.
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 Patriot Board has nominated Messrs. John E. Anderson, Edward
L Baker, Thompson S. Baker II, Luke E. Fichthorn III and Charles D. Hyman 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 and 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 Patriot Board to replace such nominee, or the Patriot Board may reduce the number
of directors accordingly.
The Patriot Board unanimously recommends a vote “FOR”
the election of these nominees as directors.
BOARD
OF DIRECTORS & CORPORATE GOVERNANCE
The following sections
provide an overview of Patriot’s corporate governance standards and processes, including the independence and other criteria
we use in selecting our director nominees, the Patriot Board leadership structure, risk oversight, shareholder communications and
responsibilities of the Patriot Board and its Committees. Our corporate governance principles govern the operation of the Patriot
Board of Directors and its Committees and guide our executive leaders in the execution of their responsibilities.
Our
Board of Directors and Director Nominees
Listed below are five director
nominees, four of whom have served as a Patriot Board member for the Company since the spin-off (the “Spin-off”) of
Patriot from FRP Holdings, Inc. (“FRPH”) and for FRPH prior to the Spin-off. The Patriot 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.
Name
|
Current Position
|
Age
|
History With The Company
|
John E. Anderson
|
Director
|
76
|
•
Director since 2014
•
Director of FRPH: 1989-2003 and 2005- Spin-off
•
President and CEO of FRPH: 1989-2008
|
Edward L. Baker
|
Director
|
86
|
•
Director since 2014
•
Director of FRPH: 1986- Spin-off
•
Chairman Emeritus FRPH: 2008- Spin-off
•
Chairman of the Board of FRPH: 1986-2007
|
Thompson S. Baker II
|
Chairman of the Board
Director
|
63
|
•
Director since 2014
•
President and CEO: Spin-off- 2017
•
Director of FRPH: 1994- Spin-off
•
President of FRPH: 2010-2015
•
CEO of FRPH: 2010- 2017
|
Luke E. Fichthorn III
|
Director
|
80
|
•
Director since 2014
•
Director of FRPH: 1989- Spin-off
|
Charles D. Hyman
|
Director
|
63
|
• Director since 2016
|
You will be asked to vote on the
election of the members of the Board of Directors at the Annual Meeting. The Patriot 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 E. Anderson, age 76, has
served as a director of the Company since December 3, 2014. Mr. Anderson served as President and Chief Executive Officer of FRP Holdings,
Inc. from 1989 to 2008 and as a director from 1989 to 2003, and again from October 2005 to January 2015. Mr. Anderson's many years as
an executive officer and director of a public company demonstrates his leadership abilities and provides the Patriot Board with the benefit
of his extensive knowledge regarding the Company and the transportation industry.
Edward L. Baker, age 86, was elected
as a director of the Company on December 3, 2014. Mr. Baker served as a director of FRP Holdings, Inc. from 1986 to January, 2015 and
served as Chairman Emeritus from 2008 to 2015. He served as President of Florida Rock Industries, Inc. from 1970 to 1989.
He served as Chairman of the Board of Florida Rock
Industries, Inc. from February 1986 to November 2007. Mr. Baker's many years of service as a director provide the Patriot Board with valuable
insights regarding the Company and its business.
Thompson S. Baker II, age 63,
has served as a director of the Company since December 3, 2014. Mr. Baker is currently Senior Vice President of Vulcan Materials Company.
Mr. Baker served as President and Chief Executive Officer of the Company from December 3, 2014 to March 13, 2017. Mr. Baker served as
a director of FRPH from 1994 until March 13, 2017 and as the Chief Executive Officer for FRPH from October 1, 2010 until March 13, 2017.
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 extensive service with the Company and with Florida
Rock Industries, Inc. gives him extensive knowledge of the Company's business and demonstrates his leadership qualities.
Luke E. Fichthorn III, age 80,
was elected as a director of the Company on December 3, 2014. Mr. Fichthorn is currently a partner in Twain Associates, LLC, a private
financial consulting firm. From 1989 to January, 2015, Mr. Fichthorn served as a director for FRP Holdings, Inc. In the past, Mr. Fichthorn
served as a director and the Chief Executive Officer of Bairnco Corporation. Mr. Fichthorn received his Master’s Degree in Business
Administration from Harvard Business School and has served as a financial consultant and audit committee member for several public companies.
Mr. Fichthorn's financial acumen and extensive investment banking and business experience provide the Patriot Board with valuable perspectives
on strategic decisions.
Charles D. Hyman, age 63, was
elected as a director of the Company on July 27, 2016. Mr. Hyman is the president of Charles D. Hyman & Company, a portfolio management
company, and has also served as a director for Fidus Corporation since June 2011. Mr. Hyman brings to the Patriot Board extensive business
experience and financial acumen.
Family
Relationships
Thompson S. Baker II, the Chairman
of the Board (and former President and Chief Executive Officer of the Company) is the son of Edward L. Baker, a director 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 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 Patriot Board is required to evaluate each director to determine whether he or she qualifies as an “independent
director.” The Patriot Board must determine that a director has no relationship that, in the judgment of the Patriot 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 Patriot Board has determined
that three of our five current directors and director nominees (John E. Anderson, Luke E. Fichthorn III, Charles D. Hyman) 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 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. The independent
directors met in executive session five times during 2021, with Mr. Anderson presiding over each executive session.
Nominating
Process
The
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance
Committee (the “Nominating Committee”) identifies individuals whom the Nominating Committee believes are qualified
to become Patriot Board members in accordance with the director qualification standards set forth below, and recommends selected individuals
to the Patriot 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 Patriot Board between meetings of shareholders, the Nominating Committee identifies individuals
that the Nominating Committee believes are qualified to become Patriot Board members in accordance with the Director Independence Standards
set forth above, and recommends one or more of such individuals for appointment to the Patriot Board.
In the event the Nominating
Committee recommends an increase in the size of the Patriot Board or a vacancy occurs, the Nominating Committee may consider qualified
nominees from several sources, including current Patriot 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 Patriot Board. The Nominating Committee and the Chairman of the Patriot Board interview candidates
who meet the director qualification standards, and the Nominating Committee selects nominees who best suit the Patriot Board’s current
needs and recommends one or more of such individuals for appointment to the Patriot Board.
Director Qualification Standards
The Nominating Committee
has established the following standards and qualifications for members of the Patriot Board:
|
•
|
Each director shall at all times represent the interests of the
shareholders of the Company.
|
|
•
|
Each director shall at all times exhibit high standards of integrity, commitment and independence of thought
and judgment.
|
|
•
|
Each director shall dedicate sufficient time, energy and attention to ensure the diligent performance
of his or her duties, including attending shareholder meetings and meetings of the Patriot Board and committees of which
he or she is a member, and by reviewing in advance all meeting materials.
|
|
•
|
The Patriot Board shall meet the applicable standards of independence from the Company and its management.
|
|
•
|
The Patriot Board shall encompass a range of talent, skill and expertise sufficient to provide sound and
prudent guidance with respect to all of the Company’s operations and interests.
|
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 Patriot 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. The Patriot Board recognizes the value of gender and racial diversity
among its members.
Nominees
Proposed by Shareholders
The Nominating Committee will
consider properly submitted shareholder nominees for candidates for membership on the Patriot Board. 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
Patriot Transportation Holding, Inc.
200 W. Forsyth Street, 7th Floor
Jacksonville, Florida 32202
In order 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 2023, the Corporate Secretary must receive the proposal no later than 5 p.m. Eastern Standard Time on September 30, 2022.
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 Nominating
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 Patriot Board or any committee or person authorized or appointed by the Patriot 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 Patriot Board.
Board
Leadership
Thompson S. Baker II serves as
the Chairman of the Company’s Board of Directors. Mr. Baker served as the Company’s President and Chief Executive Officer
from the Spin-off until March 13, 2017, served as the President of FRPH from 2010 to 2015 and served as the Chief Executive Officer of
FRPH from 2010 to 2017. Mr. Baker is currently the Senior Vice President of Vulcan Materials Company and a member of the board of directors
of Intrepid Capital Management, Inc. Mr. Baker served as the President of the Florida Rock Division of Vulcan Materials Company from 2007
until 2010. From 1991 to 2007, Mr. Baker served as the President of the Aggregates Group of Florida Rock Industries, Inc.
It is a policy of the Company
that when the Chairman of the Patriot Board is not an independent director, the independent directors will annually appoint a lead independent
director.
Mr. Anderson 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 Patriot Board.
The Patriot Board believes its
current leadership structure is appropriate because it effectively allocates authority, responsibility and oversight between management
and the independent members of the Patriot 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 Patriot Board’s
independent oversight of management. The Patriot 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.
Committees
The Patriot Board currently has
five 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 2021 and the function of each committee are described below.
In
2021, the Patriot Board held five meetings, the Audit Committee held four meetings, the Compensation Committee held two meetings and the
Nominating and Corporate Governance Committee held one meeting. During 2021, 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 Patriot Board and committees on which the director served. Except for the Executive
Committee, each of the committees of the Patriot Board is composed exclusively of independent directors.
Director
|
Audit
|
Compensation
|
Nominating &
Corporate Governance
|
Executive
|
John E. Anderson
|
X
|
X
|
X
|
|
Edward L. Baker
|
|
|
|
X
|
Thompson S. Baker II
|
|
|
|
X
|
Luke E. Fichthorn III
|
X
|
X
|
X
|
|
Charles D. Hyman
|
X
|
X
|
X
|
|
Robert E. Sandlin(1)
|
|
|
|
X
|
X – Committee Member *
– Committee Chair
(1) Mr.
Sandlin, although not a director, is an ex officio member of the Executive Committee. Mr. Sandlin serves as President and Chief Executive
Officer of the Company.
Audit Committee
The Audit Committee assists the
Patriot 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:
|
•
|
Reviews the annual audited and the quarterly consolidated financial statements;
|
|
•
|
Discusses with the independent auditor all critical accounting policies to be used in the consolidated
financial statements, all alternative treatments of financial information that have been discussed with management, other material communications
between the independent auditor and management, and the independent auditor’s observations regarding the Company’s internal
controls;
|
|
•
|
Reviews earnings press releases prior to issuance;
|
|
•
|
Appoints, oversees, and approves compensation of the independent auditor;
|
|
•
|
Approves all audit and permitted non-audit services provided by the independent auditor;
|
|
•
|
Reviews findings and recommendations of the independent auditor and management’s response to the
recommendations of the independent auditor;
|
|
•
|
Recommends whether the audited financial statements should be included in the Company’s Annual Report
on Form 10-K; and
|
|
•
|
Reviews and approves all transactions between the Company and any related person that are required to
be disclosed under the rules of the SEC that have not previously been approved by the Company’s independent directors.
|
The Patriot Board has
determined that all Audit Committee members are independent and are able to read and understand financial statements. The Patriot
Board has also determined that the Chair of the Committee, Luke E. Fichthorn, qualifies as an “audit committee financial
expert” within the meaning of SEC regulations. The charter of the Audit Committee (as adopted on December 4, 2019) is
available on our website at patriottrans.com under Corporate Governance.
Compensation
Committee
The primary functions of the Compensation
Committee are to discharge the responsibilities of the Patriot Board relating to the compensation of the Company’s executive officers.
In addition, the Compensation Committee:
|
•
|
Reviews and approves the Company’s goals and objectives relevant to the compensation of the Chief
Executive Officer and evaluates his job performance in light of those goals and objectives;
|
|
•
|
Establishes compensation levels, including incentive and bonus compensation, for the Chief Executive Officer;
|
|
•
|
Establishes and determines, in consultation with the Chief Executive Officer, the compensation levels
of other senior executive officers;
|
|
•
|
Reviews, periodically, with the Chairman and the Chief Executive Officer the succession plans for senior
executive officers and makes recommendations to the Patriot Board regarding the selection of individuals to occupy these positions;
|
|
•
|
Administers the Company’s stock plans; and
|
|
•
|
Reviews and reassesses the Compensation Committee charter for adequacy on an annual basis.
|
None of the members of the Compensation
Committee was an officer or employee of the Company or any of its subsidiaries during the 2021 fiscal year 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
officers serving the Patriot Board or Compensation Committee.
The charter of the Compensation
Committee (as adopted on November 28, 2018) has been formally adopted by the Company and is available at patriottrans.com
under Corporate Governance.
Nominating
and Corporate Governance Committee
The primary functions of the Nominating
Committee are to (1) identify individuals who are qualified to serve on the Company’s Board of Directors, (2) recommend for selection
by the Patriot Board the director nominees for the next annual meeting of the shareholders, (3) review and recommend to the Patriot Board
changes to the corporate governance practices of the Company, and (4) oversee the annual evaluation of the Patriot Board. In addition,
the Nominating Committee establishes criteria for the Patriot Board membership.
The charter of the Nominating
Committee (as adopted on November 28, 2018) is available at patriottrans.com under Corporate
Governance.
Executive
Committee
Edward L. Baker, Thompson S. Baker
II and Robert E. Sandlin (ex officio), comprised the Executive Committee during fiscal year 2021. To the extent permitted by law,
the Executive Committee exercises the powers of the Patriot Board between meetings of the Patriot Board.
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.
Employees are required to report
any conduct that they believe in good faith to be an actual or apparent violation of these policies. 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 January 28, 2015) is available on our website at patriottrans.com under Corporate
Governance.
Risk
Oversight
The Patriot Board 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 Patriot Board, which in turn, provides guidance on risk appetite, assessment and mitigation.
Board
and Committee Self-Assessment
It is a policy of the Company
that the Patriot Board and each committee, under the supervision of the Nominating Committee, conduct a self-evaluation of their performance
at least annually. The self-evaluation process serves to assess the Patriot Board’s and the committees’ performance and effectiveness
during the previous year. Each member of the Patriot Board and each committee member completes a questionnaire that solicits recommendations
for the upcoming year and addresses various aspects of the Patriot Board or committee’s meetings, membership, culture, roles and
responsibilities, and relationships with management and other committees.
Communication
with Directors
The Patriot Board has adopted
the following process for shareholders to send communications to members of the Patriot Board. Shareholders may communicate with the chairs
of the Audit, Compensation, and Nominating Committees of the Patriot Board, or with our independent directors, by sending a letter to
the following address: Board of Directors, Patriot Transportation Holding, 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 stock grants of Company common stock. The following table summarizes
the compensation paid to each of our non-employee directors during fiscal 2021. All amounts reflect the dollar value of the compensation.
DIRECTOR COMPENSATION
|
Name
|
Fees earned or paid in cash ($)(1)
|
Stock Awards ($)(3)
|
Total
|
Edward L. Baker(2)
|
$60,289
|
$24,314
|
$84,603
|
Thompson S. Baker II
|
$18,500
|
$48,629
|
$67,129
|
John E. Anderson
|
$33,500
|
$48,629
|
$82,129
|
Luke E. Fichthorn III
|
$33,833
|
$48,629
|
$82,462
|
Charles D. Hyman
|
$31,000
|
$48,629
|
$79,629
|
|
(1)
|
In response to the economic impact of the COVID-19 pandemic, all annual committee
fees and meeting fees were eliminated effective May 1, 2020, and the annual retainer for all non-employee directors was set at $20,000.
From November 1, 2020 to September 30, 2021, non-employee directors received cash retainers and fees at pre-COVID-19 levels in the amounts
set forth in the table below.
|
All Non-Employee Directors
|
11/1/2020 - 9/30/2021
|
Annual Retainer
|
$15,000
|
Annual Retainer: Chairman of the Board
|
$15,000
|
Attendance Fee for Unscheduled Meetings
|
$1,500
|
Audit Committee
|
11/1/2020 - 9/30/2021
|
Annual Fee: Chairman
|
$10,000
|
Annual Fee: Member
|
$5,000
|
Meeting Fees: Chairman(a)
|
$1,500
|
Meeting Fees: Member (a)
|
$1,000
|
Compensation Committee
|
11/1/2020 - 9/30/2021
|
Annual Fee: Chairman
|
$5,000
|
Annual Fee: Member
|
$1,000
|
Meeting Fees: Chairman
|
$1,500
|
Meeting Fees: Member
|
$1,000
|
Other Committees
|
11/1/2020 - 9/30/2021
|
Annual Fee: Chairman
|
$2,000
|
Annual Fee: Member
|
$1,000
|
Meeting Fees: Chairman
|
$1,500
|
Meeting Fees: Member
|
$1,000
|
|
(a)
|
The Audit Committee members received no meeting fees for the four regularly-scheduled
quarterly meetings. Meeting fees apply only to the extent there were additional Audit Committee meetings.
|
|
(2)
|
Mr. Baker serves as the Chairman Emeritus and as a director of the Company.
Mr. Baker does not receive any director fees; rather, his compensation arrangement with the Company is related to his service as the Chairman
Emeritus. In fiscal year 2021, Mr. Baker received a base salary of $58,533 and $1,756 in other compensation, which includes 401(k) matching,
medical reimbursement, and perquisites. On February 3, 2021, Mr. Baker was awarded 2,763 shares of the Company’s common stock in
connection with his services as the Chairman Emeritus.
|
|
(3)
|
On February 3, 2021, Messrs. Thompson S. Baker II, Anderson, Fichthorn and
Hyman were awarded 5,526 shares, and Mr. Edward L. Baker was awarded 2,763 shares, of the Company’s common stock under the Company’s
2014 Equity Incentive Plan (“Equity Incentive Plan”). The value was determined using the closing price of the Company’s
common stock on the Nasdaq Stock Market on February 3, 2021, which was $8.80. The aggregate grant date fair value was computed in accordance
with FASB Topic 718.
|
Non-Employee
Director Stock Options
Except for stock options held
by Thompson S. Baker II, which were granted in connection with his former employment with the Company, none of our non-employee directors
holds any options to purchase stock of the Company.
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 each of the Company’s directors, director nominees and
executive officers of the Company as a group as of November 30, 2021:
Name of Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percent of Class
|
John E. Anderson
|
54,237(1)
|
1.59%
|
Edward L. Baker
|
182,082(2)
|
5.33%
|
Thompson S. Baker II
|
307,852(3)
|
8.73%
|
Luke E. Fichthorn III
|
58,742(4)
|
1.72%
|
Charles D. Hyman
|
28,571(5)
|
*
|
John D. Klopfenstein
|
31,683(6)
|
*
|
Matthew C. McNulty
|
102,080(7)
|
2.90%
|
Robert E. Sandlin
|
228,658(8)
|
6.30%
|
Total ownership of all directors, director nominees, and executive officers as a group (11 persons):
|
929,382
|
23.57%
|
* Less than 1%
|
(1)
|
Mr. Anderson’s shares are held by Anderson Family Enterprises, LLC.
Mr. Anderson has sole voting and dispositive power with respect to such shares.
|
|
(2)
|
Mr. Baker’s reported ownership includes (i) 1,373 shares held directly,
(ii) 38,178 shares held in his living trust, and (iii) 141,158 shares held in a trust for the benefit of Mr. Baker and his family members
and for which he and Thompson S. Baker II serve as trustees. Mr. Baker disclaims beneficial ownership of the shares described in clause
(iii) except to the extent of his pecuniary interest therein.
|
|
(3)
|
Mr. Baker’s reported ownership includes (i) 53,612 shares held in his
living trust, (ii) 733 shares owned by Mr. Baker’s spouse, (iii) 2,193 shares held in trust for the benefit of Mr. Baker’s
minor children, (iv) 110,150 shares underlying options that are exercisable within 60 days of November 30, 2021, and (v) 141,158 shares
held in a trust for the benefit of Edward L. Baker and his family members for which he and Edward L. Baker serve as trustees. Mr. Baker
disclaims beneficial ownership of the shares described in clause (v) except to the extent of his pecuniary interest therein.
|
|
(4)
|
Mr. Fichthorn’s reported ownership includes 44,142 shares held directly,
11,500 shares owned by his spouse, as to which he disclaims any beneficial interest, and 3,100 shares owned by the M/B Disbro Trust, of
which Mr. Fichthorn is a co-trustee and income beneficiary.
|
|
(5)
|
Mr. Hyman’s reported ownership includes 27,437 shares held directly,
800 shares held in his IRA, and 334 shares held in his spouse’s trust, of which Mr. Hyman is co-trustee.
|
|
(6)
|
Mr. Klopfenstein’s reported ownership includes 100 shares held directly,
3,602 shares held in his retirement account, and 27,981 shares underlying options that are exercisable within 60 days of November 30,
2021.
|
|
(7)
|
Mr. McNulty’s reported ownership includes 315 shares held in his retirement
account, and 101,765 shares underlying options that are exercisable within 60 days of November 30, 2021.
|
|
(8)
|
Mr. Sandlin’s reported ownership includes 5,952 shared held directly,
4,076 shares held in his retirement account, 66 shares held by his children, and 211,784 shares underlying options that are exercisable
within 60 days of November 30, 2021.
|
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.
Name and Address of Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percentage of Class
|
Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965
John D. Baker II
Edward L. Baker II
200 W. Forsyth Street, 7th Floor
Jacksonville, FL 32202
|
371,158(1)
494,171(1)
403,591(1)
|
10.87%
14.47%
11.82%
|
Trust FBO Edward L. Baker U/A Cynthia L. Baker Trust dated 4/30/1965
Edward L. Baker
Thompson S. Baker II
200 W. Forsyth Street, 7th Floor
Jacksonville, FL 32202
|
141,158(2)
180,709(2)
307,852(2)
|
4.13%
5.29%
8.73%
|
CLB 1965 LLC
Cynthia P. Ogden
1165 5th Avenue #10-D
New York, NY 10029
|
304,493(3)
304,493(3)
|
8.91%
8.91%
|
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, MD 21202
|
214,845(4)
|
6.29%
|
Estabrook Capital Management, LLC
Charles T. Foley
David P. Foley
900 Third Avenue
New York, NY 10022
|
211,151(5)
211,151(5)
211,151(5)
|
5.82%
5.82%
5.82%
|
Minerva Advisors, LLC
Minerva Group, LP
Minerva GP, LP
Minerva GP, Inc.
David P. Cohen
50 Monument Road, Suite 201
Bala Cynwyd, PA 19004
|
242,085(6)
189,987(6)
189,987(6)
189,987(6)
242,085(6)
|
8.68%
7.01%
7.01%
7.01%
8.68%
|
Willis Investment Counsel
710 Green Street
Gainesville, GA 30501
|
198,562(7)
|
5.81%
|
|
|
|
|
(1)
|
The Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965,
to which John D. Baker II and Edward L. Baker II serve as co-trustees and to which John D. Baker II and his family members are beneficiaries,
holds 371,158 shares of the Company’s common stock. John D. Baker II and Edward L. Baker II disclaim beneficial ownership of such
shares except to the extent of their pecuniary interest therein. Each of John D. Baker II’s and Edward L. Baker II’s beneficial
ownership includes the shares held by the Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965. Reported information
is current as of November 30, 2021.
|
|
(2)
|
The Trust FBO Edward L. Baker U/A Cynthia L. Baker Trust dated 4/30/1965,
to which Edward L. Baker and Thompson S. Baker II serve as co-trustees and to which Edward L. Baker and his family members are beneficiaries,
holds 141,158 shares of the Company’s common stock. Edward L. Baker and Thompson S. Baker II disclaim beneficial ownership of such
shares except to the extent of their pecuniary interest therein. Each of Edward L. Baker’s and Thompson S. Baker II’s beneficial
ownership includes the shares held by the Trust FBO Edward L. Baker U/A Cynthia L. Baker Trust dated 4/30/1965. See the tables in the
section of this Proxy Statement entitled “Securities Ownership – Directors, Director Nominees and Executive Officers”
and the accompanying notes for further details on shares beneficially owned by Edward L. Baker and Thompson S. Baker II. Reported information
is current as of November 30, 2021.
|
|
(3)
|
Cynthia P. Ogden, as manager of CLB 1965 LLC, has sole voting and dispositive
power with respect to 304,637 shares of the Company’s common stock. Reported information is current as of November 30, 2021.
|
|
(4)
|
In a Schedule 13G/A filed with the SEC on January 29, 2021, T. Rowe Price
Associates, Inc. reported that, as of December 31, 2020, it had sole voting power with respect to 47,787 shares of the Company’s
common stock, and had sole dispositive power with respect to 214,845 shares of the Company’s common stock.
|
|
(5)
|
In a Schedule 13G filed with the SEC on February 12, 2021, Estabrook Capital
Management, LLC, Charles T. Foley and David P. Foley reported that, as of December 31, 2020, they had shared voting and dispositive power
with respect to 198,818 shares of the Company’s common stock.
|
|
(6)
|
In a Schedule 13G filed with the SEC on February 9, 2021, Minerva Advisors,
LLC, Minerva Group, LP, Minerva GP, LP, Minerva GP, Inc. and David P Cohen reported that, as of December 31, 2020, they each had sole
voting and sole dispositive power with respect to 239,564 shares of the Company’s common stock, and that Minerva Advisors LLC and
David P. Cohen each had shared voting and dispositive power with respect to 56,852 shares of the Company’s common stock.
|
|
(7)
|
In a Schedule 13G filed with the SEC on February 12, 2021, Willis Investment
Counsel reported that, as of December 31, 2020, it had sole voting and dispositive power with respect to 198,562 shares of the Company’s
common stock.
|
Section
16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) 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 SEC, 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 directors, the Company believes all persons subject to these reporting requirements filed the
required reports on a timely basis during fiscal year 2021.
RELATED
PARTY TRANSACTIONS
Transactions
With FRP Holdings, Inc.
On January 31, 2015, the Company
began operating as an independent public company as a result of the spin-off from FRP Holdings, Inc., formerly known as Patriot Transportation
Holding, Inc. (NASDAQ- FRPH), which is referred to herein as the “Spin-off.” The Spin-off was effected through a corporate
reorganization, followed by the distribution by FRPH of all of the shares of common stock of Patriot to the shareholders of FRPH. 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 owns and operates the transportation business that was formerly a segment of
FRPH. For more information regarding the Spin-off, you may refer to our Information Statement, which is attached as Exhibit 99.1 to the
Company’s Form 10, filed with the Securities Exchange Commission (the “SEC”) on December 31, 2014, available
at www.sec.gov.
In connection with the
spin-off, we entered into a separation and distribution agreement, a tax matters agreement, an employee matters agreement and a
transition services agreement, which provide a framework for our relationships with FRPH after the spin-off. These agreements
provide for the allocation between Patriot and FRPH of the assets, liabilities, and obligations of FRPH and its subsidiaries, and
govern the relationships between Patriot and FRPH (including with respect to transition services, employee matters, real property
matters, tax matters, and certain other commercial relationships). This summary of the agreements is qualified in its entirety by
reference to the full text of the applicable agreements, which are listed as exhibits to the Company’s Current Report on Form
8-K filed on February 3, 2015. In fiscal 2021, FRPH reimbursed $1,207,000 pursuant to the Transition Services Agreement.
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.
Transactions With Vulcan Materials Company
The Company received revenues
from Vulcan Materials Company in the amount of $2,290 during fiscal year 2021. Thomson S. Baker II, current director and former Chief
Executive Officer of the Company, is currently serving as the Senior Vice President of Vulcan Materials Company. Mr. Baker resigned from
his position as Chief Executive Officer of the Company on March 13, 2017 in connection with his acceptance of his position with Vulcan
Materials Company.
Policies
and Procedures
The Audit Committee of the Patriot
Board is responsible for reviewing and approving all material transactions with any related party not previously approved by the Company’s
independent directors. This responsibility is set forth in writing in our Audit Committee charter (as adopted December 4, 2019), a copy
of which is available at patriottrans.com under Corporate Governance. In certain cases,
transactions have been approved by a committee consisting of all independent directors. Related parties include any of our directors
or 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 officer 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 individual’s private interest interferes, or appears to interfere,
in any way with our interests. Our Code of Business Conduct and Ethics requires all directors, officers and employees who may have a potential
or apparent conflict of interest to immediately notify our Chief Financial Officer.
We expect our directors, officers
and employees to act and make decisions that are in our best interests and encourage them to avoid situations which present a conflict
between our interests and their own personal interests. Our directors, officers and employees are prohibited from taking any action that
may make it difficult for them to perform their duties, responsibilities and services to the Company in an 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 reasonable discretion of the Patriot Board. A copy of our Code of Business Conduct and Ethics is
available at patriottrans.com under Corporate Governance.
AUDIT COMMITTEE REPORT
The Audit Committee reviews the
Company’s financial reporting process on behalf of the Patriot 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 2021.
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 management’s 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
consolidated financial statements with management and 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 Patriot Board, and the Patriot Board has approved, that the audited
financial statements be included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2021, for filing with
the Securities and Exchange Commission.
Submitted by:
|
Luke E. Fichthorn III, Chairman
|
|
John E. Anderson
|
|
Charles D. Hyman
|
|
Members of the Audit Committee
|
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 fiscal 2022. The Patriot 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 2014, 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 fiscal 2022 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 2022, 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 2020, and for other services performed during such periods.
|
|
2021
|
|
2020
|
|
|
|
|
|
Audit Fees (1)
|
|
$
|
134,309
|
|
|
$
|
130,736
|
|
Audit Related Fees (2)
|
|
$
|
30,300
|
(3)
|
|
$
|
28,302
|
|
Tax Fees
|
|
$
|
22,300
|
|
|
$
|
2,000
|
|
All Other Fees
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
186,909
|
|
|
$
|
161,038
|
|
|
(1)
|
Audit services include work performed in connection
with the review of the Company’s quarterly financial statements, the audit of the Company’s annual financial statements and
the audit of internal control over financial reporting.
|
|
(2)
|
Audit related fees consisted principally of audits
of employee benefit plans and services pertaining to technical accounting consultations required in connection with the audit.
|
|
(3)
|
$20,850 related to the Company’s 401(k) plan
audit.
|
Pre-Approval of Audit and Non-Audit Services
Under the Company’s amended
Audit Committee charter, the Audit Committee is required to pre-approve all auditing services and permissible non-audit services, including
related fees and terms, to be performed for the Company by its independent auditor, subject to the de minimis exceptions for non-audit
services described under the Exchange Act which are approved by the Audit Committee prior to the completion of the audit. The Audit Committee
pre-approved all audit services, audit-related services and tax review, compliance and planning services performed for the Company by
Hancock Askew during fiscal years 2021 and 2020.
PROPOSAL NO. 3: THE COMPENSATION PROPOSAL
In accordance with Section 14A
of Exchange Act we are asking shareholders to vote “FOR” approval of our executive compensation program. This non-advisory
vote is commonly referred to as “say-on-pay.”
We design our executive officer
compensation program to attract, motivate, and retain the key executives who drive our success and industry leadership. Our compensation
program consists of several forms of compensation: base salary, cash incentive bonuses, equity compensation and other benefits and perquisites.
Pay that reflects performance and alignment of that pay with the interests of long-term shareholders are key principles that underlie
our compensation program. The Patriot Board believes that our current executive compensation program directly links executive compensation
to our performance and aligns the interest of our executive officers with those of our shareholders.
Shareholders are urged to read
the “Executive Compensation” section of this proxy statement, which contains tabular information and narrative discussion
about the compensation of our named executive officers.
Because this is an advisory vote,
it will not be binding on the Patriot Board. However, the Patriot Board and the Compensation Committee will review and take into account
the outcome of the vote when considering future executive compensation decisions.
Accordingly, the Patriot Board
proposes that you indicate your support for the Company’s compensation philosophy, policies, and procedures and their implementation
in 2021 as described in this proxy statement.
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.
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 employed encourages actions that promote profitability. Our equity-based incentives further align the interest
of our executives with the long 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 term focus are managed by employees and officers whose compensation has a longer
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 nonqualified stock options that result in a tax deduction to the Company upon
exercise. We review compensation plans in light of applicable tax provisions 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.
Financial
Restatement
It is a policy of the Patriot
Board 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.
Clawback Policy
It is our policy, under the Equity
Incentive Plan, that any equity compensation granted to executives subject to recovery under any law, regulation or listing requirement
will be subject to deductions and clawback as required by such law, regulation or listing requirement.
EXECUTIVE
COMPENSATION
We are currently considered a
“smaller reporting company” for purposes of the SEC’s executive compensation and other disclosure rules. In accordance
with such rules, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as
well as limited narrative disclosures.
Summary
Compensation Table
The Summary Compensation Table
sets forth information concerning the compensation of our named executive officers for fiscal years 2021, 2020 and 2019. Our compensation
program consists of several forms of compensation: base salary, cash incentive bonuses, equity compensation and other benefits and perquisites.
SUMMARY COMPENSATION TABLE
|
Name and Principal Position
|
Year
|
Base
Salary(1)
|
Option Awards (2)
|
Non-Equity Incentive Plan Compensation
(3)
|
Nonqualified Deferred Compensation Earnings(4)
|
Other Compensation (5)
|
Total
|
Robert E. Sandlin
|
2021
|
$369,935
|
$100,000
|
---
|
$29,541
|
$19,272
|
$518,748
|
President and CEO
|
2020
|
$354,296
|
$100,000
|
---
|
$90,528
|
$22,773
|
$567,597
|
|
2019
|
$342,375
|
$100,000
|
---
|
$90,528
|
$25,096
|
$557,999
|
Matthew C. McNulty
|
2021
|
$240,207
|
$70,000
|
---
|
---
|
$6,016
|
$316,223
|
VP, CFO and COO(6)
|
2020
|
$228,769
|
$70,000
|
---
|
---
|
$1,023
|
$299,792
|
|
2019
|
$217,875
|
$70,000
|
---
|
---
|
$8,199
|
$296,074
|
John D. Klopfenstein,
|
2021
|
$226,666
|
---
|
$69,375
|
---
|
$28,502
|
$324,543
|
Treasurer, Controller and CAO
|
2020
|
$220,649
|
---
|
$55,000
|
---
|
$12,749
|
$288,398
|
|
2019
|
$214,945
|
---
|
$26,507
|
---
|
$29,929
|
$271,381
|
|
(1)
|
Following the Spin-off, Mr. Klopfenstein remains employed by both the Company
and FRPH and receives a base salary from each company. The base salaries paid to Mr. Klopfenstein for the years shown reflect the total
salary paid to him by the Company, of which FRPH reimbursed the Company 50% pursuant to the Transition Services Agreement between FRPH
and the Company.
|
|
(2)
|
This column reflects stock options granted to our named executive officers
under the Equity Incentive Plan. All stock options vest ratably over 5 years, commencing on the first anniversary of the grant date, and
have a term of 10 years. The value shown for all awards reflects the
FASB ASC Topic 718 expense associated with the options using the Black-Scholes pricing model, estimating the fair market value of stock
options using the assumptions set forth in the following table:
|
|
|
|
Assumptions
|
Name
|
Date of Grant
|
Value
|
Risk-Free Interest Rate
|
Dividend Yield
|
Volatility
|
Expected Life (Years)
|
Robert E. Sandlin
|
12/2/2020
|
$100,000
|
1.395%
|
0%
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38.28%
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6.0
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12/4/2019
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$100,000
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1.333%
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0%
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38.28%
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5.5
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11/28/2018
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$100,000
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1.270%
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0%
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39.38%
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5.0
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|
|
|
|
|
|
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Matthew C. McNulty
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12/2/2020
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$70,000
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1.395%
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0%
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38.28%
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6.0
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12/4/2019
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$70,000
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1.333%
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0%
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38.28%
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5.5
|
|
11/28/2018
|
$70,000
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1.270%
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0%
|
39.38%
|
5.0
|
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(3)
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This column represents amounts paid under the Patriot Transportation Holding,
Inc. Management Incentive Compensation Plan (“MIC Plan”). The MIC Plan provides officers an opportunity to earn an
annual cash bonus for achieving specified performance-based goals. Following the Spin-off, Mr. Klopfenstein continues to be eligible to
receive a cash bonus from FRPH if certain real estate performance goals are met, and a cash bonus from the Company if transportation-related
performance goals are met. Cash bonuses reported in this table for Mr. Klopfenstein reflect cash bonuses earned and paid in connection
with his employment with FRPH. Pursuant to the Transition Services Agreement between FRPH and the Company, FRPH reimbursed the Company
for the full amount of the awards shown for 2019, 2020 and 2021.
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(4)
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Mr. Sandlin was awarded 80,000 stock appreciation rights on December 16,
2016, which vest subject to a service requirement and a market requirement. The amounts reported in this column represent the present
value of Mr. Sandlin’s accumulated benefit under the stock appreciation rights using the Black-Scholes model. Additional information
regarding Mr. Sandlin’s stock appreciation award is discussed in the section of this proxy statement entitled “Nonqualified
Deferred Compensation”.
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(5)
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Executive officers receive certain personal benefits and perquisites from
the Company, which are reflected in the table as “Other Compensation”. Following the Spin-off, Mr. Klopfenstein
continues to be eligible to receive such Other Compensation from the Company and FRPH. Other Compensation for Mr. Klopfenstein for the
years shown reflects the total Other Compensation paid by the Company, of which FRPH reimbursed the Company 50% pursuant to the Transition
Services Agreement between FRPH and the Company. For 2021, the components of Other Compensation were as follows:
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Name
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Matching Contributions
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Personal Use of Company Car
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Medical Reimbursement (a)
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Miscellaneous(b)
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Robert E. Sandlin
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$8,735
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$2,949
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$6,526
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$1,062
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Matthew C. McNulty
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$3,979
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$1,767
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--
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$270
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John D. Klopfenstein
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$8,881
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$16,126
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$2,721
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$774
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(a)
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The amounts shown represent benefits
paid under our Medical Reimbursement Plan, under which we reimburse certain officers for personal medical expenses not covered by insurance.
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(b)
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The amounts shown under the Miscellaneous
column represent payment of country club and social club dues and purchase of tickets to sporting events on behalf of the named executive
officers and other miscellaneous reimbursed expenses. These club memberships and tickets generally are maintained for business entertainment
but may be used for personal use. The entire amount has been included, although we believe that only a portion of this cost represents
a perquisite.
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(6)
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Mr.
McNulty was appointed as the Chief Operating Officer of the Company on October 5, 2021.
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Outstanding Equity
Awards at Fiscal Year-End
The table below sets forth information
concerning stock options and stock appreciation rights held by the named executive officers as of September 30, 2021. In connection with
extraordinary dividend issued on November 15, 2021, outstanding awards were equitably adjusted pursuant to the Equity Incentive Plan.
Name
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Option Awards(1)
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Number of
Securities Underlying Unexercised Options/SARs (#)
Exercisable
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Number of Securities Underlying Unexercised Options/SARs
(#) Unexercisable
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Option/SAR Exercise Price
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Option/SAR Expiration
Date
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Robert E. Sandlin
President & CEO
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8,642
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--
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$7.313
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12/05/2022
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5,480
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--
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$11.553
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12/04/2023
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6,286
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--
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$10.018
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12/03/2024
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6,565
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--
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$9.072
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10/15/2025
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28,821
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--
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$8.840
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11/17/2025
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40,514
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--
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$7.953
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11/16/2026
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35,860
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8,965
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$6.800
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11/28/2027
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23,616
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15,744
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$7.522
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11/28/2028
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15,824
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63,296
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$6.886
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12/03/2029
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12,176
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48,704
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$5.147
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12/01/2030
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--
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257,009(3)
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$8.66
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N/A
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Matthew C. McNulty
Vice President, CFO & COO
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23,356
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5,839
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$7.335
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10/04/2027
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25,108
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6,277
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$6.800
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11/28/2027
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16,533
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11,022
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$7.522
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11/28/2028
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11,077
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44,308
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$6.886
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12/03/2029
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7,307
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29,228
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$5.147
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12/01/2030
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John D. Klopfenstein
Treasurer, Controller & CAO
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2,907
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--
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$7.313
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12/05/2022
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2,958
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--
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$11.553
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12/04/2023
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3,393
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--
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$10.018
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12/03/2024
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7,786
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--
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$8.840
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11/17/2025
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10,937
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--
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$7.953
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11/16/2026
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(1)
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Stock options vest ratably over 5 years, commencing on the first anniversary
of the grant date, and have a term of 10 years. Options that have an expiration date prior to 2025 were granted in connection with the
Spin-off to replace the options to purchase FRPH common stock held by the named executive officers at the time of the Spin-off. The Company
replacement options and the FRPH replacement options have a combined intrinsic value equal to the intrinsic value of the original option
granted by FRPH prior to the Spin-off and were equitably adjusted to preserve the ratio of the exercise price to the fair market value
of FRPH common stock on the date of the Spin-off.
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(2)
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Mr. Sandlin’s stock options expiring on October 15, 2025 were granted
in connection with a performance award and vested immediately.
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(3)
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SARs vest upon the achievement of (i) a common stock price of $10.92 for
a period of at least 60 days and (ii) Mr. Sandlin’s continued service as the President of Florida Rock & Tank Lines, Inc. until
his 65th birthday; subject to a minimum award of $500,000 if the service vesting criteria described in clause (ii) is satisfied.
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Nonqualified Deferred
Compensation
On
December 21, 2016, Mr. Sandlin was granted 80,000 stock appreciation rights. The market price on the date of the grant was $23.13.
The award was adjusted to 257,009 stock appreciation rights and date of grant price of $8.66 in conjunction with the extraordinary
dividends issued on January 30, 2020, December 30, 2020, and November 15, 2021. This award will vest upon the satisfaction of 2
vesting conditions: (1) the average closing price of the Company’s common stock must exceed $10.92 for a period of at least 60
consecutive days, and (2) Mr. Sandlin must continue to serve as President of Florida Rock & Tank Lines, Inc. until his
65th birthday. Mr. Sandlin’s minimum compensation under this award will be $500,000, provided he satisfies the
service vesting criteria set forth in the preceding clause (2).
Severance
and Change of Control Agreements
On December 5, 2007, the Company
entered into change-in-control agreements with Messrs. Sandlin and Klopfenstein. The agreements are “double trigger” agreements
that will pay benefits to Messrs. Sandlin and Klopfenstein, under certain circumstances, if they are terminated following a change-in-control
of the Company or a sale of their particular business unit. The agreements provide that each will be entitled to receive an amount equal
to two times his base salary plus maximum bonus if, during the two years after a change-in-control or sale of Florida Rock & Tank
Lines, Inc. his employment is terminated other than for “cause” or he resigns for “good reason.” In addition,
Messrs. Sandlin and Klopfenstein 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 these 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.
PROPOSAL NO. 4: THE FREQUENCY PROPOSAL
In accordance with Section 14A
of the Exchange Act, we are proposing an advisory vote as to the frequency of future advisory votes on executive compensation. This non-binding
advisory vote is commonly referred to as “say-on-frequency.” Shareholders may vote that the say-on-pay advisory vote should
be held every one, two or three years.
The Patriot Board recognizes the
value of shareholder feedback on a regular basis. Although our executive compensation programs are designed to promote a long-term connection
between pay and performance, compensation decisions are made annually. After careful consideration, the Patriot Board has determined that
it is in the best interest of the Company and its shareholders to hold a say-on-pay vote each year.
The frequency of the say-on-pay
vote (every one, two or three years) receiving the greatest number of votes will be considered the frequency recommended by our shareholders.
Although this is a non-binding advisory vote, our Board of Directors values the opinions of our shareholders and will take into account
the outcome of the vote when considered the frequency of the say-on-pay vote.
The Patriot Board recommends that
you select “ONE YEAR” as the frequency of the advisory say-on-pay vote.
SHAREHOLDER PROPOSALS
Proposals of shareholders
intended to be included in the Company’s proxy statement and form of proxy relating to the annual meeting of shareholders to be
held in early 2023 must be delivered in writing to the principal executive offices of the Company no later than September 1, 2022. The
inclusion of any proposal will be subject to the applicable rules of the SEC.
Except for shareholder
proposals to be included in the Company’s proxy materials, the deadline for nominations for directors submitted by a shareholder
is forty days before the next annual meeting, and for other shareholder proposals is November 10, 2022. Proposals must be sent to the Secretary
of the Company at our principal executive offices. Any notice from a shareholder nominating a person as director must include certain
additional information as specified in our Articles of Incorporation.
The Company may solicit proxies
in connection with next year’s annual meeting which confer discretionary authority to vote on any shareholder proposals of which
the Company does not receive notice by November 10, 2022.
DELIVERY OF DOCUMENTS
TO SHAREHOLDER SHARING AN ADDRESS
A number of brokers
with account holders who are Patriot shareholder will be “householding” Patriot’s proxy materials. A single proxy statement
will be delivered to multiple Patriot shareholder sharing an address unless contrary instructions have been received from the affected
shareholder. Once you have received notice from your broker that they will be “householding” communications to your address,
“householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer
wish to participate in “householding” and would prefer to receive a separate proxy statement, please notify your broker, direct
your written request to Patriot’s principal offices, Attention: Secretary, or contact Patriot’s Secretary by telephone at
(904) 858-9100 and we will promptly deliver such separate copy. Patriot’s principal offices are located at 200 W. Forsyth Street,
7th Floor, Jacksonville, FL 32202. Patriot shareholders who currently receive multiple copies of the proxy materials at their address
and would like to request “householding” of their communications should contact their broker. In addition, upon written or
oral request to the address or telephone number set forth above, we will promptly deliver a separate copy of the proxy materials to any
Patriot shareholder at a shared address to which a single copy of the documents was delivered.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
Patriot files annual,
quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. You may read and copy any
of this information at the SEC’s public reference room at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
or (202) 942-8088 for further information regarding the public reference room. The SEC also maintains a website at www.sec.gov
that contains reports, proxy statements and other information regarding issuers, including Patriot, who file electronically with the
SEC. The reports and other information filed by us with the SEC are also available at our website. The address of the site is patriottrans.com.
The web addresses of the SEC and Patriot have been included as inactive textual references only. The information contained on those websites
is specifically not incorporated by reference into this proxy statement.
In addition, the SEC allows
us to disclose important information to you by referring you to other documents filed separately with the SEC. This information is considered
to be a part of this proxy statement, except for any information that is superseded by information included directly in this proxy statement
or incorporated by reference subsequent to the date of this proxy statement as described below.
This proxy statement incorporates
by reference the documents listed below that we have previously filed, or will file, with the SEC (other than, in each case, documents
or information deemed to have been furnished and not filed in accordance with SEC rules). They contain important information about Patriot
and its financial condition.
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•
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Our Annual Report on Form 10-K for the year ended September 30, 2021 filed with the SEC on December 14,
2021.
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To the extent that any
information contained in any report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the SEC by Patriot,
such information or exhibit is specifically not incorporated by reference.
In addition, Patriot incorporates
by reference any future filings it may make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this proxy statement and before the date of the annual meeting (excluding any current reports on Form 8-K to the extent disclosure is
furnished and not filed). Those documents are considered to be a part of this proxy statement, effective as of the date they are filed.
In the event of conflicting information in these documents, the information in the latest filed document should be considered correct.
You can obtain any of the
other documents of Patriot listed above from the SEC, through the SEC’s website at the address described above, or from us directly
by requesting them in writing or by telephone at the following addresses and telephone number:
Patriot Transportation Holding, Inc.
200 W. Forsyth Street, 7th Floor,
Jacksonville, Florida 32202
Attn: Corporate Secretary
(904) 858-9100
If you are a Patriot shareholder
and would like to request documents, please do so by 5:00 p.m. Eastern Standard Time on January 25, 2022 to receive them before the annual
meeting.
These documents are available
from Patriot, without charge, excluding any exhibits to them, unless the exhibit is specifically listed as an exhibit to the registration
statement of which this proxy statement forms a part. You can also find information about Patriot at its website at patriottrans.com.
Information contained on this website is specifically not incorporated by reference into this proxy statement.
This document is a
proxy statement of Patriot for the annual meeting. We have not authorized anyone to give any information or make any representation
about Patriot that is different from, or in addition to, the information or representations contained in this proxy statement or in
any of the materials that we have incorporated by reference into this proxy statement. Therefore, if anyone does give you
information or representations of this sort, you should not rely on it or them. This proxy statement is dated December 13, 2021. You
should not assume that the information contained in this proxy statement is accurate as of any date other than that date, unless the
information specifically indicates that another date applies, and the mailing of this proxy statement to our shareholders does not
create any implication to the contrary.
TRANSACTION OF OTHER BUSINESS
The Patriot Board knows
of no other business to be presented for Patriot shareholder action at the annual meeting. However, if other matters do properly come
before the annual meeting or any adjournment or postponements thereof, the Patriot Board intends that the persons named in the proxies
will vote upon such matters in accordance with their best judgment.
By Order of the Board of Directors,
/s/ Matthew C. McNulty
Matthew C. McNulty
Chief Financial Officer, Chief Operating Officer, Vice President and
Secretary
Jacksonville, Florida
December 13, 2021
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOU MAY REVOKE
YOUR PROXY AT ANY TIME PRIOR TO THE ANNUAL MEETING. THANK YOU FOR YOUR ATTENTION IN THIS MATTER. YOUR PROMPT RESPONSE WILL GREATLY FACILITATE
ARRANGEMENTS FOR THE ANNUAL MEETING.
ANNUAL MEETING OF SHAREHOLDERS OF
PATRIOT TRANSPORTATION HOLDING, INC.
February 2, 2022
GO
GREEN
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e-Consent makes it easy to go paperless. With e-Consent, you
can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper
waste. Enroll today via www.astfinancial.com to enjoy online access.
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NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, proxy statement and proxy card
are available at www.patriottrans.com
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope
provided.
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20530304000000000000 3
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020222
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
EACH OF THE FOLLOWING NOMINEES,
“FOR” PROPOSALS 2 AND 3 AND FOR “1 YEAR” ON PROPOSAL 4.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
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1. Election of Directors (the Board recommends a vote FOR each
nominee)
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☐
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NOMINEES:
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FOR ALL NOMINEES
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John E. Anderson
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Edward L. Baker
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☐
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WITHHOLD AUTHORITY
FOR
ALL NOMINEES
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Thompson S. Baker II
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Luke E. Fichthorn
III
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Charles D. Hyman
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☐
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FOR ALL EXCEPT
(See
instructions below)
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INSTRUCTIONS: To withhold authority to vote for any individual
nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown
here: ●
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To change the address on your account, please check the box
at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account
may not be submitted via this method.
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☐
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FOR
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AGAINST
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ABSTAIN
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2.
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Ratification of Hancock Askew & Co., LLP, as the Independent Registered Public Accounting Firm (auditors) for Fiscal 2022 (The Board recommends a vote FOR this proposal).
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☐
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☐
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☐
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FOR
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AGAINST
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ABSTAIN
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3.
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Advisory approval of Executive Compensation (The Board recommends a vote FOR this proposal).
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☐
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☐
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☐
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1 year
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2 year
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3 year
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ABSTAIN
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4.
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Advisory vote on Frequency of Advisory Vote on
Executive Compensation (The Board recommends a vote for 1 YEAR on this proposal).
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☐
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☐
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☐
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☐
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NOTE:
Such other business as may properly come before
the meeting or any adjournments thereof.
Shares represented by properly executed and returned proxies will be voted at the meeting
in accordance with the undersigned’s directions or, if no directions are indicated, will be voted in favor of the election
of the nominees proposed in this proxy statement, for ratification of the Independent Registered Public Accounting Firm, for advisory
approval of executive compensation, and, if any other matters properly come before the meeting, in accordance with the best judgment
of the persons designated as proxies.
The undersigned hereby revokes any proxy heretofore given with
respect to the shares owned by the undersigned, acknowledges receipt of the Notice and the Proxy Statement for the meeting accompanying
this proxy, each dated December 13, 2021, and authorizes and confirms all that the appointed proxies or their substitutes, or any
of them, may do by virtue hereof.
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Signature of Shareholder
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Date:
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Signature of Shareholder
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Date:
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Note:
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Please sign exactly as your name or names appear
on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee
or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
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↵
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PATRIOT TRANSPORTATION HOLDING, INC.
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PROXY SOLICITED BY BOARD OF DIRECTORS
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FOR THE ANNUAL MEETING OF SHAREHOLDERS CALLED FOR FEBRUARY
2, 2022.
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The undersigned hereby appoints Robert E.
Sandlin, the attorneys, agents and proxies of the undersigned with full power of substitution to vote all the shares of common
stock of Patriot Transportation Holding, Inc. (the “Company”) which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of the Company to be held virtually via web link titled “2022 Annual Shareholder Meeting”
which will be posted on our website at www.patriottrans.com under Investors Relations on February 2, 2022, at 11 o’clock
in the morning, local time, and all adjournments thereof, with all the powers the undersigned would possess if then and there
personally present. Without limiting the general authorization and power hereby given, the above proxies are directed to vote
as instructed on the matters below:
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The undersigned hereby revokes any proxy heretofore given with
respect to the shares owned by the undersigned, acknowledges receipt of the Notice and the Proxy Statement for the meeting
accompanying this proxy, each dated December 13, 2021, and authorizes and confirms all that the appointed proxies or their
substitutes, or any of them, may do by virtue hereof.
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1.1
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(Continued and to be signed on the reverse side)
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14475
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