v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
In accordance with the SEC’s disclosure requirements regarding pay versus performance, this section discusses the relationship between executive compensation actually paid to our named executive officers and certain financial performance of the Company for fiscal years listed below.
PAY VERSUS PERFORMANCE
(a)(b)(c)(d)(e)(f)(g)
Year
Summary Compensation Table Total for Principal Executive Officer
(“PEO”)(1)
Compensation Actually Paid to PEO(2)
Average Summary Compensation Table For Non-
PEO Named Executive Officers (“NEOs”)(3)
Average Compensation Actually Paid To Non-
PEO NEOs(4)
Value Of Initial Fixed $100 Investment
Based On Total Shareholder Return(5)
Net Income(6)
2025$1,181,300$789,425$1,051,364$845,664$100$3,173,000
2024$1,197,005$1,172,558$1,249,352$1,226,040$134$6,385,000
2023$482,596$607,606$1,208,473$1,318,783$137$5,302,000
2022$559,706$620,316$1,108,865$1,170,444$118$4,565,000
2021$694,950$811,411$1,054,051$1,156,563$127$28,215,000
       
Named Executive Officers, Footnote The amounts set forth in column (b) represent the amounts of total compensation reported for John D. Baker III (our PEO for 2024 and 2025) and John D. Baker II (our PEO years prior to 2024) for each corresponding year in the “Total” column of the Summary Compensation Table set forth in this proxy statement (the “SCT”). See the section of this proxy statement entitled “Executive Compensation – Summary Compensation Table”.        
PEO Total Compensation Amount $ 1,181,300 $ 1,197,005 $ 482,596 $ 559,706 $ 694,950
PEO Actually Paid Compensation Amount $ 789,425 1,172,558 607,606 620,316 811,411
Adjustment To PEO Compensation, Footnote The amounts set forth in column (c) represent the amount of “compensation actually paid” to our PEO, as computed in accordance with Item 402(v) of Regulation S-K. These amounts do not reflect the actual amount of
compensation paid to or earned by our PEO during each fiscal year set forth in the table; rather, they reflect our PEO’s total compensation, as reported in the “Total” column of the SCT, after the following adjustments:
Adjustments to Determine Compensation “Actually Paid” to PEO20252024202320222021
Deduction for amounts reported under the “Stock Awards” column in the SCT
$(381,500)($387,500)($228,681)($300,000)($300,000)
Increase for fair value of awards granted during year that remain unvested as of year-end(a)
$179,944$356,724$248,500$293,591$285,590
Increase for fair value of awards granted during year that vested during year(a)
$31,079$18,876$15,420$23,321$31,732
Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end(a)
$(178,258)$(6,778)$51,120$64,141$85,432
Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year(a)
$(43,140)($5,769)$38,651$(3,855)$13,708
Deduction of fair value of awards granted prior to year that were forfeited during year(a)
$—(16,589)
Total Adjustments:$(391,875)$(24,447)$125,010$60,609$116,462
(a)The yearly change in the market price of the Company’s common stock was used to adjust the fair value of restricted stock grants. The yearly change in the market price of the Company’s common stock and the change in the probable NOI performance was used to adjust the fair value of the restricted stock grants and performance share awards that are subject to the NOI performance condition. The fair values of outstanding stock options were adjusted based on the yearly change in intrinsic value.
       
Non-PEO NEO Average Total Compensation Amount $ 1,051,364 1,249,352 1,208,473 1,108,865 1,054,051
Non-PEO NEO Average Compensation Actually Paid Amount $ 845,664 1,226,040 1,318,783 1,170,444 1,156,563
Adjustment to Non-PEO NEO Compensation Footnote The amounts set forth in column (e) represent the amount of “compensation actually paid” to our non-PEO NEOs (namely, Messrs. deVilliers Jr. and deVilliers III), as computed in accordance with Item 402(v) of Regulation S-K. These amounts do not reflect the actual amount of compensation paid to or earned by our non-PEO NEOs during
each fiscal year set forth in the table; rather, they reflect the average total compensation of our non-PEO NEOs, as reported in the “Total” column of the SCT, after the following adjustments:
Adjustments to Determine Compensation “Actually Paid” to Non-PEO NEOs20252024202320222021
Deduction for amounts reported under the “Stock Awards” column in the SCT
$(388,875)($375,000)($353,681)($300,000)($300,000)
Increase for fair value of awards granted during year that remain unvested as of year-end(a)
$244,970$311,507$357,250$293,591$285,590
Increase for fair value of awards granted during year that vested during year(a)
$46,012$55,655$20,431$23,321$31,732
Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end(a)
$(81,993)$(7,975)$51,120$65,719$75,619
Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year(a)
$(25,813)($7,499)$35,190$(4,464)$9,571
Deduction of fair value of awards granted prior to year that were forfeited during year(a)
$—(16,589)
Total Adjustments:$(205,699)$(23,312)$110,310$61,578$102,512
(b)The yearly change in the market price of the Company’s common stock was used to adjust the fair value of restricted stock grants. The yearly change in the market price of the Company’s common stock and the change in the probable NOI performance was used to adjust the fair value of the restricted stock grants and performance share awards that are subject to the NOI performance condition. The fair values of outstanding stock options were adjusted based on the yearly change in intrinsic value.
       
Compensation Actually Paid vs. Total Shareholder Return
The following chart reflects the relationship between “compensation actually paid” to our PEO and our non-PEO NEOs and the Company’s total shareholder return over the period the fiscal years shown. An integral part of our executive compensation program is equity-based. The Company’s objective in granting equity-based awards is to align our executive
officers’ interests with those of our shareholders by providing a continuing incentive to maximize long-term value for shareholders and encouraging long-term employment.
4764
       
Tabular List, Table
Analysis of the Information Presented in the Pay Versus Performance Tables
The Company is focused on creating long-term value for shareholders by maximizing the value of its real estate holdings and making strategic investments. Our projects typically take several years to come to fruition, and our net income may vary significantly from year to year based on the status of those projects. Accordingly, we do not tie compensation specifically to net income; rather, the Company’s MIC plan calculates bonuses based on net operating income, leased square feet and the achievement of specified individual goals, and longer-term equity-based awards vest based on the aggregate net operating income of certain joint ventures.
       
Total Shareholder Return Amount $ 100 134 137 118 127
Net Income (Loss) $ 3,173,000 $ 6,385,000 $ 5,302,000 $ 4,565,000 28,215,000
PEO Name John D. Baker III John D. Baker II John D. Baker II John D. Baker II  
Additional 402(v) Disclosure The amounts set forth in column (d) represent the average of the amounts reported for our named executive officers as a group (excluding our PEO) in the “Total” column of the summary compensation table. See the section of this proxy statement entitled “Executive Compensation – Summary Compensation Table”. These calculations include total compensation reported for Messrs. deVilliers Jr. and deVilliers III for each fiscal year set forth in the table.Cumulative total shareholder return represents the change in share price over the measurement period (the beginning of fiscal year 2022 to the end of fiscal year 2025), assuming reinvestment of all dividends. No dividends were issued during these years.The amounts set forth in column (g) reflects the net income of the Company during each of the fiscal years reported.        
Measure:: 1          
Pay vs Performance Disclosure          
Name net operating income        
Measure:: 2          
Pay vs Performance Disclosure          
Name leased square feet        
Measure:: 3          
Pay vs Performance Disclosure          
Name the achievement of specified individual goals        
PEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (391,875) $ (24,447) $ 125,010 $ 60,609 116,462
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (381,500) (387,500) (228,681) (300,000) (300,000)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 179,944 356,724 248,500 293,591 285,590
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (178,258) (6,778) 51,120 64,141 85,432
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 31,079 18,876 15,420 23,321 31,732
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (43,140) (5,769) 38,651 (3,855) 13,708
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 (16,589) 0
Non-PEO NEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (205,699) (23,312) 110,310 61,578 102,512
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (388,875) (375,000) (353,681) (300,000) (300,000)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 244,970 311,507 357,250 293,591 285,590
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (81,993) (7,975) 51,120 65,719 75,619
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 46,012 55,655 20,431 23,321 31,732
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (25,813) (7,499) 35,190 (4,464) 9,571
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ (16,589) $ 0