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
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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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200
W. Forsyth Street, 7th Floor
Jacksonville,
FL 32202
December
16, 2019
Dear
Shareholder:
You
are cordially invited to attend the annual meeting of the shareholders of Patriot Transportation Holding, Inc. (“Patriot”)
to be held on Wednesday, January 29, 2020 at 11:00 a.m., local time, in the Concourse Conference Room at 200 West Forsyth Street,
Jacksonville, Florida 32202.
We
are soliciting proxies for use at the annual meeting of Patriot’s shareholders to consider and vote upon proposals to (i)
elect the five director nominees listed in the proxy statement for a one-year term (the “Director Election Proposal”),
(ii) ratify the audit committee’s selection of the independent auditor (the “Auditor Proposal”),
and (iii) approve, on an advisory basis, the executive compensation of our named executive officers (the “Compensation
Proposal”). Our board of directors recommends that you vote “FOR” each
of the foregoing proposals.
Your
vote is very important. The approval, on a non-binding, advisory basis, of the Auditor Proposal and the Compensation Proposal
each requires approval by a majority of Patriot common stock votes cast on the matter 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 or not you plan
to attend the annual meeting, please vote your shares by signing and returning the enclosed proxy card as soon as possible to
make sure that your shares of Patriot common stock are represented at the annual meeting. 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.
On
behalf of your board of directors, we thank you for your continued support.
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Very
truly yours,
Robert
E. Sandlin
President
& CEO
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This
proxy statement is dated December 16, 2019 and is first being mailed to shareholders on or about December 23, 2019.
200
W. Forsyth Street, 7th Floor
Jacksonville, FL 32202
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD JANUARY 29, 2020
The
annual meeting of the shareholders of Patriot Transportation Holding, Inc. (“Patriot”) will be held on January
29, 2020 at 11:00 a.m., local time, in the Concourse Conference Room at 200 West Forsyth Street, Jacksonville, Florida 32202.,
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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2.
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To
ratify the audit committee’s selection of the Company’s independent registered
public accounting firm (the “Auditor Proposal”); and
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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”).
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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, and “FOR” the Compensation Proposal.
We urge you to read this material carefully.
Our
board of directors has fixed the close of business on December 16, 2019 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 3,351,329 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 in person or not, it is important that your shares be voted on
matters that come before the annual meeting. If you do not attend the meeting and vote in person, 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 delivering a written notice of revocation to our Secretary, by executing and delivering a later-dated
proxy or by attending the annual meeting and voting in person. Your prompt cooperation will be greatly appreciated. Everyone attending
the annual meeting may be required to present valid picture identification, such as a driver’s license or passport, as
more fully described elsewhere in this proxy statement.
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 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).
All
Patriot shareholders are cordially invited to attend the annual meeting in person.
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By
Order of the Board of Directors,
Matthew
C. McNulty
Executive
Vice President, Chief Financial Officer and Secretary
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December
16, 2019
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 16, 2019 and is
first being mailed to shareholders on or about December 23, 2019.
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)
The
annual meeting will be held on January 29, 2020 at 11:00 a.m., local time, in the Concourse Conference Room at 200 West Forsyth
Street, Jacksonville, Florida 32202..
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”); and
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the
proposal to approve, on an advisory basis, the compensation of the Company’s named
executive officers (the “Compensation 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 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
Director Election Proposal, the Auditor Proposal and the Compensation 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 8)
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 16, 2019. 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 3,351,329 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 be present at the annual meeting,
in person 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.
Recommendation
of Patriot’s Board of Directors
The
Patriot Board recommends that you vote “FOR” the Director Election Proposal, “FOR” the Auditor
Proposal and “FOR” the Compensation 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
Q.
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When
and where will the annual meeting take place?
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A.
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The
annual meeting of Patriot shareholders will be held on January 29, 2020 at 11:00 a.m.,
local time, in the Concourse Conference Room at 200 West Forsyth Street, Jacksonville,
Florida 32202.
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Q.
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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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A.
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The
purpose of the annual meeting is to consider and vote on three proposals:
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The
Director Election Proposal: The Patriot Board has determined that it is in the best interests of Patriot shareholders to elect
John E. Anderson, Edward L. Baker, Thompson S. Baker II, Luke E. Fichthorn III and Charles D. Hyman, to serve as directors of
the Company until the next annual meeting of shareholders and until their successors are duly elected and qualified.
The
Auditor Proposal: The Patriot Board has determined that it is in the best interests of Patriot and its shareholders for the
shareholders to ratify the audit committee’s selection of Hancock Askew & Co., LLP to serve as Patriot’s independent
auditor for fiscal year 2020.
The
Compensation Proposal: The Patriot Board has determined that it is in the best interests of Patriot shareholders to approve,
on a non-binding, advisory basis, the compensation awarded to our named executive officers for the fiscal year ended September
30, 2019.
Patriot
does not expect to transact any other business at the annual meeting or any adjournment or postponement thereof.
Voting
at the Annual Meeting
Q.
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Who
can attend and vote at the 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 16, 2019. 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. At the close of business on the record date, there were 3,351,329 shares
of Patriot common stock issued and outstanding.
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Q.
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How
many votes do I have?
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A.
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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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A:
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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 and “FOR” the Compensation Proposal. Information
about each of the Proposals is included in the accompanying proxy statement.
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Q:
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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.
As
of the record date, the Patriot directors and named executive officers own or control 10.25% of Patriot’s outstanding shares
of common stock and intend to vote such shares “FOR” each of the Proposals.
Q:
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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 at the annual meeting:
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In
Person. You may vote your shares in person at the annual meeting (if you satisfy
the admission requirements, as described below). Even if you plan to attend the annual
meeting in person, 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 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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Everyone
attending the annual meeting may be required to present valid picture identification, such as a driver’s license or passport.
If your shares are held through an account with a broker, dealer, bank or other nominee, you will need a recent brokerage account
statement or letter from your broker, dealer, bank or other nominee reflecting stock ownership as of the record date. If you do
not have valid picture identification and, if applicable, a recent brokerage account statement or letter from your broker, dealer,
bank or other nominee reflecting stock ownership as of the record date, you may not be admitted to the annual meeting.
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
directors 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; and
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“FOR”
the Compensation Proposal.
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Q.
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What
happens if I do not sign and return my proxy card or vote by mail or in person at 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 or vote by mail in person, 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.
Q.
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What
if I abstain from voting?
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A.
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If
you attend the 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.
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Q.
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What
is a broker non-vote?
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A.
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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.
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 in person?
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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 annual meeting in person. However, since a beneficial owner is not the
shareholder of record, you may not vote these shares in person 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 in person at the
annual meeting.
Q:
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May
I revoke or change my vote after I have provided proxy instructions?
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A:
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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 in person at the annual meeting. Your attendance
at the 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, in person 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.
Q.
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Where
can I find more information?
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A.
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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 on January 29, 2020 at 11:00
a.m., local time, in the Concourse Conference Room at 200 West Forsyth Street, Jacksonville, Florida 32202.
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; and (iii) the Compensation 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 and “FOR” the Compensation
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.
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,
in person 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.
Record
Date
The
Patriot Board has fixed the close of business on December 16, 2019 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, 3,351,329 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.
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.
The
persons named as proxies are Thompson S. Baker II and Robert E. Sandlin.
Officer
and Secretary
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 annual meeting in person.
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 in person 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
Listed
below are five director nominees, four of whom have served as a 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 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
|
74
|
● Director
since 2014
● Director
of FRPH: 1989-2003 and 2005- Spin-off
● President
and Chief Executive Officer of FRPH: 1989-2008
|
Edward
L. Baker
|
Director
|
84
|
● 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
|
61
|
● Director
since 2014
● President
and Chief Executive Officer of the Company: Spin-off- 2017
● Director
of FRPH: 1994- Spin-off
● President
of FRPH: 2010- 2015
● Chief
Executive Officer of FRPH: 2010- 2017
|
Luke
E. Fichthorn III
|
Director
|
78
|
● Director
since 2014
● Director
of FRPH: 1989- Spin-off
|
Charles
D. Hyman
|
Director
|
61
|
● Director
of PATI since 2016.
|
You
will be asked to vote on the election of the members of the Board of Directors at the Annual Meeting. The Board and the Nominating
and Corporate Governance Committee believes that each director nominee brings a strong and unique set of attributes, experience,
leadership and skills in areas of importance to our Company that create a well-balanced, collaborative team that serves the Company
and its shareholders well. The biographies below describe each director nominee and his qualifications that led the Nominating
and Corporate Governance Committee to nominate these individuals.
John
E. Anderson, age 74, 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 Board with the benefit of his extensive knowledge regarding the Company and the transportation industry.
Edward
L. Baker, age 84, 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 Board with valuable insights regarding the Company and its business.
Thompson
S. Baker II, age 61, 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 78, 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 Board with valuable perspectives on strategic decisions.
Charles
D. Hyman, age 61, 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 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 2019, 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 2021, the Corporate Secretary must receive the proposal no later than
5 p.m. Eastern Time on September 30, 2020. 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 2019 and the function
of each committee are described below.
In
2019, the Patriot Board held five meetings, the Audit Committee held four meetings, the Compensation Committee held one meeting
and the Nominating and Corporate Governance Committee held one meeting. During 2019, 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 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 www.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 2019
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 www.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 www.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
2019. 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 www.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 2019. All amounts reflect the dollar value of the compensation.
DIRECTOR
COMPENSATION
|
Name
|
Fees
earned or paid
in
cash ($)(1)
|
Stock
Awards ($)(4)
|
Total
|
Edward
L. Baker(2)
|
$72,340
|
$39,713
|
$112,053
|
Thompson
S. Baker II(3)
|
$22,500
|
$80,850
|
$103,350
|
John
E. Anderson
|
$36,000
|
$80,850
|
$116,850
|
Luke
E. Fichthorn III
|
$36,500
|
$80,850
|
$117,350
|
Charles
D. Hyman
|
$33,000
|
$80,850
|
$113,850
|
(1)
|
The
table below sets forth the cash fee arrangements for the Patriot Board and for each committee:
|
All
Non-Employee Directors
|
Annual
Retainer
|
$15,000
|
Attendance
Fee for Unscheduled Meetings
|
$1,500
|
Audit
Committee
|
Annual
Fee: Chairman
|
$10,000
|
Annual
Fee: Member
|
$5,000
|
Meeting
Fees: Chairman(a)
|
$1,500
|
Meeting
Fees: Member (a)
|
$1,000
|
Compensation
Committee
|
Annual
Fee: Chairman
|
$5,000
|
Annual
Fee: Member
|
$1,000
|
Meeting
Fees: Chairman
|
$1,500
|
Meeting
Fees: Member
|
$1,000
|
Other
Committees
|
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 receive no meeting fees for the four regularly-scheduled quarterly
meetings. Meeting fees apply only to the extent there are 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; his compensation arrangement with the Company is related
to his service as the Chairman Emeritus. In fiscal year 2018, Mr. Baker received a base
salary of $70,000 and $2,340 in other compensation, which includes 401(k) matching, medical
reimbursement, life insurance and perquisites. On January 31, 2018, Mr. Baker was awarded
2,063 shares of the Company’s common stock in connection with his services as
the Chairman Emeritus.
|
(3)
|
Mr.
Baker serves as Chairman of the Board of Directors and he receives the same compensation
as other non-employee directors.
|
(4)
|
On
January 30, 2019, Messrs. Thompson S. Baker II, Anderson, Fichthorn and Hyman were awarded
4,200 shares, and Mr. Edward L. Baker was awarded 2,063 shares, of the Company’s
common stock under the Company’s 2016 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 January 30, 2019, which was $19.25. 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 19, 2019:
Name
of Beneficial Owner
|
Amount
and Nature of
Beneficial
Ownership (1)
|
Percentage
of Class
|
John
E. Anderson
|
42,933
|
1.28%
|
Edward
L. Baker
|
175,108(2)
|
5.23%
|
Thompson
S. Baker II
|
215,395(3)
|
6.37%
|
Luke
E. Fichthorn III
|
50,338(4)
|
1.50%
|
Charles
D. Hyman
|
17,267
|
*
|
John
D. Klopfenstein
|
13,926
|
*
|
Matthew
C. McNulty
|
9,870
|
*
|
Robert
E. Sandlin
|
50,290
|
1.48%
|
Total:
|
433,969(5)
|
12.61%
|
*
Less than 1%
(1)
|
The
preceding table includes the following shares held under the Company’s profit
sharing plan and shares underlying options that are exercisable within 60 days of November
19, 2018:
|
Name
of Beneficial Owner
|
Shares
Under
Profit Sharing
Plan
|
Shares
Under Option Exercisable
Within 60
Days
|
John
E. Anderson
|
0
|
0
|
Edward
L. Baker
|
0
|
0
|
Thompson
S. Baker II
|
7
|
28,997
|
Luke
E. Fichthorn III
|
0
|
0
|
Charles
D. Hyman
|
0
|
0
|
John
D. Klopfenstein
|
3,602
|
10,224
|
Matthew
C. McNulty
|
0
|
9,555
|
Robert
E. Sandlin
|
4,077
|
41,345
|
(2)
|
Mr.
Baker’s reported ownership includes (i) 1,373 shares he holds directly, (ii) 32,577
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) 42,308 shares held in his living trust,
(ii) 733 shares owned by Mr. Baker’s spouse, (iii) 2,193 shares held for the benefit
of Mr. Baker’s minor children and (iv) 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
(iv) except to the extent of his pecuniary interest therein.
|
(4)
|
Mr.
Fichthorn’s reported ownership includes 100 shares owned by the spouse of Mr.
Fichthorn, as to which he disclaims any beneficial interest, and 3,000 shares owned by
the M/B Disbro Trust, of which Mr. Fichthorn is a co-trustee and income beneficiary.
|
(5)
|
The
beneficial ownership for Messrs. Edward L. Baker and Thompson S. Baker II each include
141,091 shares held by a trust for the benefit of Mr. Edward L. Baker for which they
serve as co-trustees. The shares have only been counted once for the purpose of calculating
the beneficial ownership total for all officers and directors as a group.
|
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. Percentage calculations are
based on the outstanding shares of the Company’s common stock on September 30, 2018:
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)
472,222(1)
403,591(1)
|
11.07%
14.09%
12.04%
|
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)
175,108(2)
215,395(2)
|
4.21%
5.23%
6.37%
|
Trust
FBO Sarah B. Porter U/A Cynthia L. Baker Trust dated 4/30/1965
1165
5th Avenue #10-D
New
York, NY 10029
|
304,493(3)
|
9.15%
|
Royce
& Associates, LP
745
Fifth Avenue
New
York, NY 10151
|
194,864(4)
|
5.85%
|
T.
Rowe Price Associates, Inc.
T.
Rowe Price Small-Cap Value Fund, Inc.
100
E. Pratt Street
Baltimore,
MD 21202
|
284,303(5)
230,653(5)
|
8.50%
6.90%
|
Estabrook
Capital Management, LLC
Charles
T. Foley
David
P. Foley
900
Third Avenue
New
York, NY 10022
|
195,441(6)
195,441(6)
195,441(6)
|
5.87%
5.87%
5.87%
|
Minerva
Advisors, LLC
Minerva
Group, LP
Minerva
GP, LP
Minerva
GP, Inc.
David
P. Cohen
50
Monument Road, Suite 201
Bala
Cynwyd, PA 19004
|
249,899(7)
189,987(7)
189,987(7)
189,987(7)
249,899(7)
|
7.50%
5.70%
5.70%
5.70%
7.50%
|
|
(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.
|
|
(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 John D. Baker II 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.
|
|
(3)
|
In
a Schedule 13G/A filed with the SEC on February 14, 2019, the Trust FBO Sarah B. Porter
U/A Cynthia L. Baker Trust dated 4/30/1965 reported that Cynthia P. Ogden, as sole trustee,
had sole voting and dispositive power with respect to 304,637 shares of the Company’s
common stock.
|
|
(4)
|
In
a Schedule 13G/A filed with the SEC on January 16, 2019, Royce & Associates, LP reported
that, as of December 31, 2018, it had sole voting and dispositive power with
respect to 194,864 shares of the Company’s common stock.
|
|
(5)
|
In
a Schedule 13G/A filed with the SEC on February 14, 2019, T. Rowe Price Associates, Inc.
and T. Rowe Price Small-Cap Value Fund, Inc. reported that, as of December 31, 2018,
they had sole voting power with respect to 51,800 and 230,653 shares of the Company’s
common stock, respectively, and that T. Rowe Price Associates, Inc. had sole dispositive
power with respect to 284,303 shares of the Company’s common stock.
|
|
(6)
|
In
a Schedule 13G filed with the SEC on February 14, 2019, Estabrook Capital Management,
LLC, Charles T. Foley and David P. Foley reported that, as of December 31, 2018, they
had shared voting and dispositive power with respect to 195,441 shares of the Company’s
common stock.
|
|
(7)
|
In
a Schedule 13G filed with the SEC on February 14, 2019, Minerva Advisors, LLC, Minerva
Group, LP, Minerva GP, LP, Minerva GP, Inc. and David P Cohen reported that, as of December
31, 2018, they each had sole voting and sole dispositive power with respect to 189,987
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 59,912 shares of
the Company’s common stock.
|
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of 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 2019.
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 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 2019, FRPH reimbursed $1,398,000 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 $1,720 during fiscal year 2019. 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 www.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 www.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 2019.
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, 2019, 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 2020. The FRP Board seeks an indication from shareholders of their approval or disapproval of the Audit Committee’s
appointment of Hancock Askew as the Company’s auditors.
Hancock
Askew has been our independent auditor since 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 2020 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 2020, 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 2018 and 2019, and for other services performed during
such periods.
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
Audit
Fees (1)
|
|
$
|
142,521
|
|
|
$
|
137,234
|
|
Audit
Related Fees (2)
|
|
$
|
47,085
|
|
|
$
|
27,091
|
|
Tax Fees
|
|
|
—
|
|
|
|
—
|
|
All Other Fees
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
189,606
|
|
|
$
|
164,325
|
|
(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.
|
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 2019 and 2018.
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 2019 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
2019, 2018 and 2017. 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)
|
Change
in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings(4)
|
Other
Compensation
(5)(6)
|
Total
|
Robert
E. Sandlin
President
and CEO(7)
|
2019
|
$342,375
|
$100,000
|
—
|
$90,528
|
$25,096
|
$557,999
|
2018
|
$316,990
|
$100,000
|
—
|
$90,528
|
$30,926
|
$538,444
|
2017
|
$297,696
|
$100,000
|
—
|
$70,914
|
$27,453
|
$496,063
|
Matthew
C. McNulty
VP
and CFO(8)
|
2019
|
$217,875
|
$70,000
|
—
|
—
|
$8,199
|
$296,074
|
2018
|
$210,000
|
$140,000
|
—
|
—
|
$7,464
|
$357,464
|
2017
|
$168,993
|
—
|
—
|
—
|
$5,776
|
$174,769
|
John
D. Klopfenstein,
Controller and CAO
|
2019
|
$214,945
|
—
|
$26,507
|
—
|
$29,929
|
$271,381
|
2018
|
$208,145
|
—
|
$48,772
|
—
|
$30,656
|
$287,573
|
2017
|
$202,413
|
$27,000
|
$50,975
|
—
|
$25,787
|
$333,175
|
(1)
|
Following
the Spin-off, Messrs. McNulty (until March 31, 2017) and Klopfenstein remained employed
by both the Company and FRPH and received a base salary from each company. The base salaries
for Messrs. McNulty and Klopfenstein shown in the table for fiscal year 2019 and prior
years reflect the total compensation paid to them by the Company for the years shown.
FRPH reimbursed to the Company 50% of the total base salaries of Mr. McNulty (until March
31, 2017) and Mr. Klopfenstein pursuant to the Transition Services Agreement between
FRPH and the Company.
|
(2)
|
Amounts
reflect the Black-Scholes value at the time of the grant. Mr. McNulty received a stock
option grant valued at $70,000 on October 5, 2017 in connection with his promotion to
Chief Financial Officer, and an option grant valued at $70,000 on November 29, 2017 in
connection with his 2018 equity incentive compensation.
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(3)
|
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. The annual bonus pool is determined by the Company’s return on capital
employed (“ROCE”), subject to a threshold target and maximum amount, and
individual awards are determined by the achievement of individual performance goals by
each named executive officer, all of which is set by the Compensation Committee on an
annual basis. For purposes of the cash bonus calculation, ROCE is defined as the Company’s
net income excluding the after-tax cost of financing, divided by its total monthly average
capital employed (excluding the effect of prepaid insurance premiums to a captive insurer).
Each year, a portion of each named executive officer’s cash bonus is contingent
upon a determination that the internal control over financial reporting for the company
was effective during the applicable year.
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Following
the Spin-off, Messrs. McNulty and Klopfenstein each became eligible to receive a cash bonus from FRPH if the real estate performance
goals were met and a cash bonus from the Company if transportation-related performance goals were met. Information relating to
cash bonuses awarded to Messrs. McNulty and Klopfenstein for fiscal year 2019 and previous years reflects their total cash bonuses
awards paid by the Company. Pursuant to the Transition Services Agreement, FRPH reimbursed to the Company with respect to Mr.
Klopfenstein, $26,507 for fiscal year 2019, $48,772 for fiscal year 2018 and $50,975 for fiscal year 2017.
(4)
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This
amount represents the present value of Mr. Sandlin’s accumulated benefit under
the stock appreciation rights using the Black-Scholes model. Vesting of Mr. Sandlin’s
stock appreciation rights is subject to a service requirement and a market requirement.
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(5)
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Executive
officers receive certain personal benefits and perquisites from the Company, which are
reflected in the table about as “Other Compensation”.
Following the Spin-off, Messrs. McNulty and Klopfenstein each became eligible to receive
such Other Compensation from the Company and FRPH. Other Compensation for Messrs. McNulty
and Klopfenstein for fiscal year 2018 and previous years reflects their total Other Compensation
paid by the Company. FRPH reimbursed to the Company 50% of the total Other Compensation
of Mr. McNulty (until March 31, 2017) and Mr. Klopfenstein pursuant to the Transition
Services Agreement between FRPH and the Company. For 2019, the components of Other Compensation
were as follows:
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Name
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Matching
Contributions
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|
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Personal Use of
Company Car
|
|
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Medical
Reimbursement (a)
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Miscellaneous(b)
|
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Robert E. Sandlin
|
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$
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8,774
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|
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$
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3,176
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$
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2,772
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|
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$
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10,374
|
|
|
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|
|
|
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|
|
|
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Matthew C. McNulty
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$
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1,050
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|
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$
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6,886
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|
|
|
—
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|
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$
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263
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|
|
|
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|
|
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John D. Klopfenstein
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$
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8,436
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$
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11,838
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$
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8,881
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|
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$
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774
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|
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(a)
|
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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Following
the Spin-off, FRPH reimbursed 50% of the perquisites shown for Mr. McNulty (until March
31, 2017) and Mr. Klopfenstein pursuant to the Transition Services Agreement.
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(7)
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Mr.
Sandlin, who previously served as the Vice President of the Company and President of
Florida Rock & Tank Lines, Inc. was appointed as President and Chief Executive Officer
of the Company on March 13, 2017.
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(8)
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Mr.
McNulty, who previously served as the Director of Corporate Development of the Company
was appointed as the Vice President of Administration on May 23, 2017. Mr. McNulty was
subsequently appointed as the Vice President and Chief Financial Officer of the Company
effective October 1, 2017.
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Outstanding
Equity Awards at Fiscal Year-End
The
table below sets forth information concerning stock options and restricted stock held by the named executive officers at September
30, 2019. Certain option awards shown in the table were granted by FRPH prior to the Spin-off. On February 3, 2015, options granted
prior to the Spin-off were canceled and replacement options to purchase Patriot common stock (“Patriot Replacement
Options”) and options to purchase FRPH common stock were issued. The replacement options have a combined intrinsic
value equal to the intrinsic value of the original option to purchase FRPH common stock granted by FRPH. The options 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.
Name
|
Option
Awards(1)
|
Number
of
Securities
Underlying
Unexercised
Options/SARs
(#)
Exercisable(2)
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Number
of Securities
Underlying
Unexercised
Options/SARs
(#)
Unexercisable(2)
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Option/SAR
Exercise
Price(3)
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Option/SAR
Expiration
Date(4)
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Robert
E. Sandlin
President
& CEO(7)
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2,535
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—
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$23.987
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12/02/2019
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3,110
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—
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$19.092
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12/01/2020
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3,532
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—
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$16.595
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12/05/2021
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2,973
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—
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$19.541
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12/05/2022
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1,783
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—
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$30.871
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12/04/2023
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1,646
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411
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$26.769
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12/03/2024
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2,147(5)
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—
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$24.24
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10/15/2025
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7,492(5)
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1,873
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$23.62
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11/17/2025
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7.878(5)
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5,252
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$21.25
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11/16/2026
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5,774(5)
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8,661
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$18.17
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11/28/2027
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2,493(5)
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9,972
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$20.10
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11/28/2028
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|
—
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80,000
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$23.12
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N/A(6)
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Matthew
C. McNulty
Vice
President & CFO(8)
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3,768(5)
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5,652
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$19.95
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10/04/2027
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4,042(5)
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6,063
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$18.17
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11/28/2027
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1,745(5)
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6,980
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$20.10
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11/28/2028
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John
D. Klopfenstein
Controller
& Chief Accounting Officer
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1,000
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—
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$23.987
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12/02/2019
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1,000
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—
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$19.092
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12/01/2020
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1,000
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—
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$16.595
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12/05/2021
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1,000
|
—
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$19.541
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12/05/2022
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963
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—
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$30.871
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12/04/2023
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888
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222
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$26.769
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12/03/2024
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2,024(5)
|
506(5)
|
$23.62(5)
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11/17/2025
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2,127(5)
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1,418(5)
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$21.25(5)
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11/16/2026
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(1)
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The
stock options granted to Messrs. Sandlin, McNulty and Klopfenstein vest ratably over
5 years. All stock options have a term of 10 years. Mr. Sandlin’s stock options
expiring on September 15, 2025 (2,147 stock options) were granted in connection with
a performance award and vested immediately.
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(2)
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This
column reflects options exercisable within 60 days of September 30, 2019. Except as set
forth in footnote 5, the number of securities underlying unexercised options exercisable
reflects the number of Patriot Replacement Options granted at the time of the Spin-off.
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(3)
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Except
as set forth in footnote 5, the exercise price reflects the exercise price of Patriot
Replacement Options granted at the time of the Spin-off.
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(4)
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Except
as set forth in footnote 5, the expiration date reflects the number of Patriot Replacement
Options granted at the time of the Spin-off.
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(5)
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Stock
option award was granted after the Spin-off and directly by the Company.
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(6)
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SARs
vest upon the achievement of (i) the achievement of a common stock price of $30.40 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.
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(7)
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Mr.
Sandlin, who previously served as the Vice President of the Company and President of
Florida Rock & Tank Lines, Inc. was appointed as President and Chief Executive Officer
of the Company on March 13, 2017.
|
(8)
|
Mr.
McNulty was appointed the Vice President and Chief Financial Officer on October 5, 2017.
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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.
This award will vest upon the satisfaction of 2 vesting conditions: (1) the average closing price of the Company’s common
stock must exceed $30.40 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 compensation under this award,
if it should vest, will be no less than $500,000.
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.
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 2021 must be delivered in writing to the principal executive offices of the Company no later
than September 1, 2020. 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 February 1, 2020. 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, 2020.
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 www.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 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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Our
Annual Report on Form 10-K for the year ended September 30, 2019 filed with the SEC on
December 11, 2019.
|
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 Time on January 18, 2020
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 www.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 March
29, 2019. 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,
Matthew
C. McNulty
Vice
President, Chief Financial Officer and Secretary
Jacksonville,
Florida
December
16, 2019
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.
January 29, 2020
GO
GREEN
|
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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20530300000000000000 1
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012920
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE FOLLOWING NOMINEES, AND “FOR” PROPOSALS
2 AND 3
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 2020
(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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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 16, 2019, 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.
PROXY
SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS CALLED FOR
JANUARY 29, 2020.
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 in the Concourse Conference Room at 200 West
Forsyth Street, Jacksonville, Florida on January 29, 2020, 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:
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 16, 2019, 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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(Continued
and to be signed on the reverse side.)
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1.1
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14475
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