Independent
Tenure on this board
10.2 yrs
Meeting calendar
FPH · Annual meeting · Thursday, June 4, 2026
Five Point Holdings LLC
3 nominees · 4 ballot items.
Election of three directors (Kathleen Brown, Gary Hunt, Michael Winer); advisory approval of executive compensation (say-on-pay); ratification of Deloitte & Touche LLP as independent auditors; approval of amendment and restatement of the 2023 Incentive Award Plan.
Market cap
$778M
1Y TSR
-11.9%
Board grade
C-
Record date
Apr 9, 2026
Filing
DEF 14A
Meeting concluded · Jun 4, 2026
Follow how the vote landed and what changed on Five Point Holdings LLC’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot4
- 1
Election of Directors
ManagementBoard: FORRe-elect Kathleen Brown, Gary Hunt and Michael Winer as Class II directors for three-year terms expiring at the 2029 annual meeting.
- 2
Advisory Vote on Executive Compensation (Say-on-Pay
ManagementBoard: FORNon-binding advisory vote to approve compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
More detail
This proposal asks shareholders to approve, on a non-binding advisory basis, the overall compensation paid to the company's named executive officers as disclosed in the proxy. Management seeks this approval to satisfy Dodd-Frank and SEC requirements and to solicit shareholder feedback on pay practices. The Compensation Committee explains that pay is largely performance-based, combining short-term cash incentives and long-term equity awards tied to company performance metrics and peer benchmarking, and that 2025 awards included outperformance awards to align executives with shareholder value creation. The board recommends a FOR vote, citing the compensation program's alignment with long-term shareholder interests, use of independent compensation consultant, clawback policy, and prior strong shareholder support (99.7% approval in 2025). The advisory vote is not binding but will inform future pay decisions by the Board and Compensation Committee.
- 3
Ratification of Selection of Independent Registered Public Accountants
ManagementBoard: FORRatify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
- 4
Approval of the Amendment and Restatement of the 2023 Incentive Award Plan
ManagementBoard: FORApprove an amendment and restatement increasing the share reserve by 7,500,000 shares and making other updates to the 2023 Incentive Award Plan; contingent awards granted subject to shareholder approval.
More detail
This management proposal seeks shareholder approval to amend and restate the company's 2023 Incentive Award Plan to add 7.5 million newly reserved shares (increasing the aggregate reserve) and make administrative updates. The board argues the increase is necessary because the existing share reserve is nearly exhausted, Contingent Awards were granted from the increase pending shareholder approval, and continued use of equity awards is important for attracting and retaining talent and aligning management with shareholders. The Restated Plan retains limits on repricing without shareholder approval, minimum vesting safeguards with limited exceptions, no dividend payments on unvested awards, and no tax gross-ups, while also allowing the Compensation Committee discretion over award terms. Approval triggers S-8 registration and is expected to provide a share runway of approximately two to three years under current grant practices; failure to approve would forfeit Contingent Awards and revert the Prior Plan terms. The board recommends a FOR vote based on analyses of burn rate, overhang, and competitive benchmarking and the Compensation Committee’s independent consultant review.
Director elections
Nominees on the ballot3
Independent
Tenure on this board
10.2 yrs
Independent
Tenure on this board
17.5 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ROBOTTI ROBERT | 4.7% | 6,962,320 | $34M |
| 2 | PRIVATE MANAGEMENT GROUP INC | 3.5% | 5,269,606 | $26M |
| 3 | THIRD AVENUE MANAGEMENT LLC | 2.6% | 3,861,162 | $19M |
| 4 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 2.0% | 3,007,019 | $15M |
| 5 | BANK OF AMERICA CORP /DE/ | 1.9% | 2,839,640 | $14M |
| 6 | IMMERSION CORP | 1.9% | 2,793,081 | $14M |
| 7 | O'Keefe Stevens Advisory, Inc. | 1.7% | 2,497,050 | $12M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 0.9% | 1,277,464 | $6M |
| 9 | Glendon Capital Management LP | 0.8% | 1,158,162 | $6M |
| 10 | ACR Alpine Capital Research, LLC | 0.5% | 791,913 | $4M |
Peers
Nearest market capOther Real Estate sector meetings6
Upcoming shareholder meetings at Five Point Holdings LLC’s closest sector peers — compare boards, ballots, and ownership across the cohort.
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Inpoint Commercial Real Estate Income IncICR-PA
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Cto Realty Growth IncCTO
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Adamas Trust IncADAM
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Reference
Frequently asked questions
- When is the Five Point Holdings LLC 2026 annual meeting?
- Five Point Holdings LLC (FPH) holds its 2026 annual shareholder meeting on Thursday, June 4, 2026.
- What is the record date for the Five Point Holdings LLC 2026 meeting?
- The record date for the Five Point Holdings LLC 2026 meeting is Thursday, April 9, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Five Point Holdings LLC's 2026 meeting?
- The board is presenting 3 director nominees at the Five Point Holdings LLC 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Five Point Holdings LLC 2026 meeting?
- Shareholders will vote on 4 proposals at the Five Point Holdings LLC 2026 meeting, each tagged with who proposed it and the board's recommendation.
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