DEF 14A of Global Self Storage, Inc., Apr 26, 2024

DEF 14A of Global Self Storage, Inc.

Filed Apr 26, 2024 · FY20230000950170-24-049061

Open on EDGAR

  1. Question: What are stockholders being asked to approve in Proposal 1?

    Question: What are stockholders being asked to approve in Proposal 1? A. Stockholders are being asked to elect to the Board each of the Nominees, to serve until the Company’s 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualify. William C. Zachary has served on the Board and as the chairman of the Board’s audit committee (the “Audit Committee”) since 2016. Zachary is Chief Development Officer at SunLight General Capital, an owner and developer of solar energy systems located at schools, municipal buildings, and other small, institutional users. Prior to that, Zachary was the head of Municipal Finance at Société Générale. Zachary previously served as a director of Tuxis Corporation from 2014 to 2016. Zachary was selected to serve on the Board because of his prior experience serving on the board of another self storage company and his experience in underwriting finance. Thomas B. Winmill, Esq. has served on the Board since 1997. T. Winmill is a member of the New York State Bar and the SEC Rules Committee and Principal Underwriters Working Group of the Investment Company Institute. T. Winmill also serves as a member of the Town of Walpole Zoning Board of Adjustment. T. Winmill was selected to serve on the Board because of his experience and extensive knowledge of finance, accounting, regulatory, investment, and board operational matters. George B. Langa has served on the Board and as the chairman of the Board’s nominating & governance committee (the “Nominating & Governance Committee”) since 2016. Langa is a Luxury Collection Specialist, Senior Global Advisor at Berkshire Hathaway Homeservices in New York City and Houlihan Lawrence in Millbrook NY, and a licensed real estate agent in New York State since 2004. Prior to that, Langa served as Executive Vice President of Millbrook Real Estate, LLC, licensed real estate brokers in New York and Connecticut. Langa specializes in premium estates, development, land, commercial and agricultural properties. Langa was selected to serve on the Board because of his experience with and extensive knowledge of commercial real estate transactions, marketing, and management. Mark C. Winmill has served as a director, Chief Executive Officer, President, and Chairman of the Board of the Company and its subsidiaries since 2012. M. Winmill manages all aspects of the Company’s self storage facility businesses including, among other things, the formation of business objectives and strategies, identification of potential acquisition targets, development of project plans, retention of employees, establishment of compensation and compensation incentives, negotiation and closing of property acquisitions, obtaining zoning approvals, overseeing construction, and development of leasing and tenant acquisition strategies. M. Winmill was selected to serve on the Board because of his experience and extensive knowledge of the self storage industry and matters relating to real estate development, finance, accounting, and board operations. Russell E. Burke III has served on the Board and as the chairman of the Board’s compensation committee (the “Compensation Committee”) since 2016. Burke is President of Ninigret Trading Corporation, an art investment and appraisal company. Burke is also a Board Member of the New Britain Museum of American Art. Previously, Burke served as an auction house president and partner with responsibility for storage and disposal in connection with large estates. Burke previously served as a director of Tuxis Corporation from 1997 to 2016. Burke was selected to serve on the Board because of his prior experience serving on the board of a self storage company and his experience and extensive knowledge of the self storage industry. Sally C. Carroll, Esq. has served as a director on the Board since 2023. Carroll is a retired member of the New York State Bar. During her career, Carroll has served as a consultant to a variety of REITs and asset management firms. Carroll has also served as the general counsel of an investment manager of asset-backed commercial paper conduits, and practiced corporate and securities law at the New York law firms of Gaston & Snow and Jones Day. Carroll has also served as a director of the Farmington Property Owners Association. Carroll holds a B.A. from the University of Virginia and J.D. from the Duke University School of Law. Carroll was selected to serve on the Board because of her legal experience, including in the REIT sector.

  2. Question: What are stockholders being asked to approve in Proposal 2?

    Question: What are stockholders being asked to approve in Proposal 2? A. Although the Board has sole authority to appoint, re-appoint, and dismiss the Company’s independent registered public accounting firm, it is seeking the opinion of the stockholders regarding its appointment of RSM as the independent registered public accounting firm. For this reason, stockholders are being asked to ratify this appointment. If stockholders ratify the appointment of RSM as the independent registered public accounting firm, the Board will take that fact into consideration, but may, nevertheless, dismiss RSM. If stockholders do not ratify the appointment of RSM as the Company’s independent registered public accounting firm, the Board will take that fact into consideration, but may, nevertheless, continue to retain RSM.

  3. Question: What are stockholders being asked to approve in Proposal 3?

    Question: What are stockholders being asked to approve in Proposal 3? A. Stockholders are being asked to approve, on a non-binding, advisory basis, the Company’s executive compensation. This “say-on-pay” vote is a non-binding, advisory vote on whether to approve the Company’s executive compensation as disclosed pursuant to the SEC’s compensation disclosure rules.

  4. Question: How do I vote?

    Question: How do I vote? A. You may use the enclosed postage-paid envelope to mail your proxy card or you may attend the Meeting virtually. You may also authorize a proxy to vote your shares by phone by calling toll free at (800) 690-6903. To authorize a proxy to vote your shares via the Internet, go to www.proxyvote.com and enter the control number found on the enclosed proxy card. You may also vote during the Meeting. In order to gain admission to the Meeting, you must go to http://www.virtualshareholdermeeting.com/SELF2024 and enter the control number found on your proxy card, voting instruction form or notice. Otherwise, admittance to the Meeting will not be approved.

  5. Question: How can I attend the Meeting?

    Question: How can I attend the Meeting? While it is not necessary for you to attend the Meeting in order to vote your shares, stockholders may attend by visiting the website listed above. To participate in the Meeting, you will need the control number included on your proxy card or on the instructions that accompanied your proxy materials. During the Meeting, you will participate in an audio webcast as a “listen only” participant. The Meeting will start at 11:00 A.M., ET on June 5, 2024. We encourage you to access the Meeting website prior to the start time. If you encounter any difficulties accessing the virtual meeting during the check-in or Meeting time, please contact the technical support number that will be posted on the website log-in page. We will follow established meeting rules and procedures which afford the same treatment to all participating stockholders. Additionally, we will use software that verifies the identity of each participating stockholder and ensures they are granted the same access rights they would have at an in-person meeting. THE BOARD OF DIRECTORS, INCLUDING EACH OF THE INDEPENDENT DIRECTORS, HAS CONSIDERED EACH OF THE PROPOSALS AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES IN PROPOSAL 1, AND “FOR” PROPOSALS 2 AND 3. PROPOSAL 1: TO ELECT TO THE BOARD EACH OF THE NOMINEES, WILLIAM C. ZACHARY, THOMAS B. WINMILL, ESQ., GEORGE B. LANGA, MARK C. WINMILL, RUSSELL E. BURKE III, AND SALLY C. CARROLL, ESQ., TO SERVE until the COMPANY’S 2025 Annual Meeting of Stockholders AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFY. Upon the recommendation of the Nominating & Governance Committee for nomination by the Board as a candidate for election as a director, with the unanimous approval of the Independent Directors and the Continuing Directors (as defined in the Company’s governing documents), the Board has nominated each of William C. Zachary, Thomas B. Winmill, Esq., George B. Langa, Mark C. Winmill, Russell E. Burke III, and Sally C. Carroll, Esq., for election as a director to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualify. The Nominating & Governance Committee may consider, among other things, diversity of gender, race, national origin, ethnicity, culture, age, religion, military service, socio-economic background, and experience and skills as factors in choosing director candidates. The Nominees currently serve as directors of the Company. In considering William C. Zachary for election, the Board evaluated Zachary’s background and his oversight and service as a member of the Board. With respect to the specific experience, qualifications, attributes, or skills that led to the conclusion that Zachary should be elected as a director, the Board considered and evaluated Zachary’s relevant knowledge, experience, expertise, and independence. Zachary has served on the Board since 2016. He was selected as a Nominee because of his prior experience serving on the board of a self storage company and his extensive experience in underwriting and finance. In considering Thomas B. Winmill, Esq. for election, the Board evaluated T. Winmill’s background and his oversight and service as a member of the Board. With respect to the specific experience, qualifications, attributes, or skills that led to the conclusion that T. Winmill should be elected as a director, the Board considered and evaluated T. Winmill’s relevant knowledge, experience and expertise. T. Winmill has served on the Board since 1997. T. Winmill was selected as a Nominee because of his experience and extensive knowledge of finance, accounting, regulatory, investment, and board operational matters. The Board also considered T. Winmill’s service as a director on the board of directors of other companies. In considering George B. Langa for election, the Board evaluated Langa’s background and his oversight and service as a member of the Board. With respect to the specific experience, qualifications, attributes, or skills that led to the conclusion that Langa should be elected as a director, the Board considered and evaluated Langa’s relevant knowledge, experience, expertise, and independence. Langa has served on the Board since 2016. He was selected as a Nominee because of his experience with and extensive knowledge of commercial real estate transactions, marketing, and management. In considering Mark C. Winmill, Esq. for election, the Board evaluated M. Winmill’s background and his oversight and service as Chairman of the Board. With respect to the specific experience, qualifications, attributes, or skills that led to the conclusion that M. Winmill should be elected as a director and the Chairman of the Board, the Board considered and evaluated M. Winmill’s relevant knowledge, experience and expertise. M. Winmill has served as Chief Executive Officer, President and Chairman of the Board since 2012. M. Winmill was selected as a Nominee because of his experience and extensive knowledge of the self storage industry and matters relating to real estate development, finance, accounting, and board operations. In considering Russell E. Burke III for election, the Board evaluated Burke’s background and his oversight and service as a member of the Board. With respect to the specific experience, qualifications, attributes, or skills that led to the conclusion that Burke should be elected as a director, the Board considered and evaluated Burke’s relevant knowledge, experience, expertise, and independence. Burke has served on the Board since 2016. He was selected as a Nominee because of his prior experience serving on the board of a self storage company and his experience and extensive knowledge of the self storage industry. In considering Sally C. Carroll, Esq. for election, the Board evaluated Carroll’s background and her oversight and service as a member of the Board. With respect to the specific experience, qualifications, attributes, or skills that led to the conclusion that Carroll should be elected as a director, the Board considered and evaluated Carroll’s relevant knowledge, experience, expertise, and independence. Carroll has served on the Board since 2023. She was selected as a Nominee because of her legal experience, including in the REIT sector. The Nominees have consented to being named in this Proxy Statement and have agreed to serve if elected. The persons named in the accompanying form of proxy intend to vote each such proxy “FOR” the election of the Nominees unless a stockholder specifically indicates on a proxy the desire to withhold authority to vote for the Nominees. If you properly execute and return your proxy but do not indicate any voting instructions, your shares will be voted for the election of the Nominees. Should either of the Nominees withdraw or otherwise become unavailable for election due to events not now known or anticipated, it is intended that the proxy holders will vote for the election of such other person or persons as the Board may recommend. Unless indicated below, the address of record for each of the Nominees is 3814 Route 44, Millbrook, New York 12545. The following is biographical information of the Nominees for director of the Company, based upon information furnished by such Nominee:

  6. Question: How can I attend the Meeting?

    William C. Zachary, 59, has served as a director and as the chairman of the Audit Committee since 2016. He is Chief Development Officer at SunLight General Capital, one of the largest owners of distributed generation solar energy systems in the northeast. Prior to that, he was the head of Municipal Finance at Société Générale, specializing in taxable and tax-exempt bond investments, interest rate derivatives, and other traditional banking products. He also worked in the Public Finance Department at Smith Barney. Zachary previously served as a Tuxis Corporation director from 2014 to 2016. He was selected to serve on the Board because of his prior experience serving on the board of another self storage company and his extensive experience in underwriting and finance. Thomas B. Winmill, Esq., 64, has served as a director of our Company since 1997. He is also President, Chief Executive Officer, Chief Legal Officer, and a director or trustee of Dividend and Income Fund, Foxby Corp., and Midas Series Trust (collectively, the “Funds”). He is President, Chief Executive Officer, Chief Legal Officer, and a director of Bexil Advisers LLC and Midas Management Corporation (registered investment advisers and, collectively, the “Advisers”), Midas Securities Group, Inc. (a registered broker-dealer, the “Broker-Dealer”), and Bexil Corporation (a holding company) (“Bexil”). He is President and Chief Legal Officer of Winmill & Co. Incorporated (a holding company) (“Winco”). He is a director of Bexil American Mortgage Inc. (“Bexil American”). He is a member of the New York State Bar and the SEC Rules Committee and Principal Underwriters Working Group of the Investment Company Institute. He also serves as a member of the Town of Walpole Zoning Board of Adjustment. He was selected to serve on the Board because of his experience and extensive knowledge of finance, accounting, regulatory, investment, and board operational matters. He may be deemed to be an “interested person” of the Company due to his relation to Mark Winmill. Mark and Thomas Winmill are brothers. The Funds, the Advisers, Winco, the Broker-Dealer, Bexil, and Bexil American may be deemed to be affiliates of the Company. George B. Langa, 61, has served as a director of the Company and as the chairman of the Nominating & Governance Committee since 2016. Langa is a Luxury Collection Specialist, Senior Global Advisor at Berkshire Hathaway Homeservices in New York City and Houlihan Lawrence in Millbrook NY, and a licensed real estate agent in New York State since 2004. Prior to that, he served as Executive Vice President of Millbrook Real Estate, LLC, licensed real estate brokers in New York and Connecticut. He specializes in premium estates, development, land, commercial and agricultural properties. He was selected to serve on the Board because of his experience with and extensive knowledge of commercial real estate transactions, marketing, and management. Mark C. Winmill, 66, has served as a director, Chief Executive Officer, President and Chairman of the Board of the Company and its subsidiaries since 2012. He is also Chief Executive Officer, President, and a director of Tuxis (a holding company) and its subsidiaries. He is Vice President of the Funds and Chief Investment Strategist of Midas Management Corporation (a registered investment adviser). He is Executive Vice President and a director of Winco. He is a principal of the Broker-Dealer. He manages all aspects of the Company’s self storage facility businesses including, among other things, the formation of business objectives and strategies, identification of potential acquisition targets, development of project plans, retention of employees, establishment of compensation and compensation incentives, negotiation and closing of property acquisitions, obtaining zoning approvals, overseeing construction, and development of leasing and tenant acquisition strategies. He was selected to serve on the Board because of his experience and extensive knowledge of the self storage industry and matters relating to real estate development, finance, accounting, and board operations. He may be deemed to be an “interested person” of the Company due to his role as an officer and director of the Company. Mark and Thomas Winmill are brothers. Russell E. Burke III, 77, has served as a director and as the chairman of the Compensation Committee since 2016. He is President of Ninigret Trading Corporation, an art investment and appraisal company. He is also a Board Member of the New Britain Museum of American Art. Previously, he served as an auction house president and partner with responsibility for storage and disposal in connection with large estates. Burke previously served as a director of Tuxis Corporation from 1997 to 2016. Burke was selected to serve on the Board because of his prior experience serving on the board of a self storage company and his experience and extensive knowledge of the self storage industry. Sally C. Carroll, Esq., 63, has served as a director on the Board since 2023. Carroll is a retired member of the New York State Bar. During her career, Carroll has served as a consultant to a variety of REITs and asset management firms. Carroll has also served as the general counsel of an investment manager of asset-backed commercial paper conduits, and practiced corporate and securities law at the New York law firms of Gaston & Snow and Jones Day. Carroll has also served as a director of the Farmington Property Owners Association. Carroll holds a B.A. from the University of Virginia and J.D. from the Duke University School of Law. Carroll was selected to serve on the Board because of her legal experience, including in the REIT sector. As set forth in the Company’s bylaws, except as otherwise provided in the Company’s charter and notwithstanding any other provision of Maryland law, unless all nominees for director are approved by a majority of the Continuing Directors (as such term is defined in the Company’s governing documents), the affirmative vote of the holders of at least two-thirds of the outstanding shares of all classes of voting stock, voting together, shall be required to elect a director. However, if all nominees for director are approved by a majority of the Continuing Directors, a plurality of all the votes cast at a meeting at which a quorum is present shall be sufficient to elect a director. Inasmuch as the election of each of the Nominees was approved by a majority of the Continuing Directors, a plurality of all the votes cast at the Meeting at which a quorum is present shall be sufficient to elect each of the Nominees. Because directors will be elected by a plurality of the votes cast in the election of directors, and no additional nominations may properly be presented at the Meeting, “withhold” votes will have no effect on the result of the vote on this proposal. Abstentions and broker non-votes are not votes cast and will have no effect on the result of the vote on this proposal, although they will be considered present for the purpose of determining the presence of a quorum. Proxies solicited by the Board will be voted "FOR" each of the Nominees, unless otherwise instructed. THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE NOMINEES.

  7. Director Compensation

    Director Compensation Members of the Board who are not independent receive no compensation for their service as directors. Currently, the Independent Directors are paid an annual retainer of $2,000, payable semi-annually, a fee of $10,500 for each semi-annual regular Board meeting attended, $250 for each special Board meeting attended, $250 for each committee meeting attended, $500 per annum per committee chaired, and $500 for attendance at the Company’s annual meeting of stockholders. Each Independent Director is reimbursed for reasonable travel and out-of-pocket expenses associated with attending Board and committee meetings. Retainer payments are prorated when a director joins the Board other than at the beginning of a calendar year. Each Independent Director may elect to receive, at any time, the value of their cash compensation in shares of common stock of the Company reserved under the 2017 Equity Incentive Plan (the "Plan"). A summary of the compensation and benefits for the Independent Directors for the fiscal year ended December 31, 2023 is shown in the following table:

  8. 2023 Director Compensation

    2023 Director Compensation

  9. 2023 Director Compensation

    | Name | Fees earned in cash (1) ($) | Share awards (1) ($) | All other compensation ($) | Total ($) | | Russell E. Burke III | $14,503 | $11,747 | $- | $26,250 | | George B. Langa | $26,250 | $- | $- | $26,250 | | William C. Zachary | $14,503 | $11,747 | $- | $26,250 | | Sally C. Carroll, Esq. | $11,539 | $- | $- | $11,539 |

  10. 2023 Director Compensation

    (1) Each of Messrs. Burke and Zachary elected to receive payment of a portion of the value of his cash compensation in shares of common stock. Accordingly, Burke and Zachary were each awarded 2,294 shares of common stock from the Plan. The shares were unrestricted and vested immediately. The dollar values shown in the table for the share awards represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718.

  11. Summary Compensation Table

    Summary Compensation Table The following table provides summary information concerning compensation paid or accrued by the Company to or on behalf of our named executive officers for services provided to the Company during the years ended December 31, 2022 and December 31, 2023. The Company has not granted or paid any option awards, nonequity incentive plan compensation, or nonqualified deferred compensation earnings to any of our named executive officers during the years ended December 31, 2022 and December 31, 2023.

  12. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  13. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards (1) ($) | All Other Compensation (2) ($) | Total ($) | | Mark C. Winmill President and Chief Executive Officer | 2023 2022 | 427,000 397,000 | 16,423 15,269 | 82,470 55,899 | 67,175 58,085 | 593,068 526,253 | | Thomas O’Malley Chief Financial Officer, Chief Accounting Officer, Treasurer, and Senior Vice President | 2023 2022 | 216,599 160,775 | 9,303 6,560 | 35,969 24,380 | 13,039 9,540 | 274,910 201,255 | | Donald Klimoski II Senior Vice President – Operations, General Counsel, Secretary, and Chief Compliance Officer | 2023 2022 | 197,046 168,733 | 7,928 6,710 | 35,969 24,380 | 22,179 16,037 | 263,122 215,860 |

  14. 2023 Summary Compensation Table

    (1) Amounts in this column represent the aggregate grant date fair value of such awards computed in accordance with the Financial Accounting Standards Board Accounting Board’s Accounting Standards Codification Topic 718. The grant date fair values of awards have been determined based on the assumptions and methodologies set forth in our annual report on Form 10-K for the year ended December 31, 2023 (Note 12, Stock-Based Compensation). (2) All Other Compensation for our named executive officers for the year ended December 31, 2023 consisted of:

  15. 2023 Summary Compensation Table

    | Name | 401 (k) Match ($) | Benefits ($) | Auto Lease and Insurance ($) | Total of All Other Compensation ($) | | Mark C. Winmill | 15,709 | 28,631 | 22,835 | 67,175 | | Thomas O’Malley | 11,888 | 1,151 | — | 13,039 | | Donald Klimoski II | 12,013 | 10,166 | — | 22,179 |

  16. 2023 Summary Compensation Table

    As of December 31, 2023, M. Winmill, O’Malley, and Klimoski’s compensation plan generally consisted of base salary, employee benefits plan participation, qualified retirement plan participation, bonuses, stock grants, and certain prerequisites. A portion of M. Winmill, O’Malley, and Klimoski’s compensation may be deferred at their election. Mark Winmill’s compensation as Chief Executive Officer and President of the Company is determined by the Compensation Committee and consists of a salary, bonus, employee benefits, and/or reimbursement of reasonable business expenses. The Compensation Committee reviews and approves corporate goals and objectives relevant to M. Winmill’s compensation, evaluates his performance relative to those goals and objectives, and sets his compensation annually. Mark Winmill’s compensation is determined annually by the Compensation Committee by level of responsibility and tenure at the Company. For 2022 and 2023, the Board directed that non-CEO employee compensation (other than awards under the 2017 Equity Incentive Plan (our “Plan”), which are typically determined annually by the Compensation Committee), including Messrs. O’Malley’s and Klimoski’s, be set based on a general methodology used in prior years whereby the total level of compensation for each non-CEO employee that is concurrently employed by the Company and its Affiliates is set by Mark Winmill, as Chief Executive Officer of the Company and Tuxis, and Thomas Winmill, as Chief Executive Officer of other affiliates of the Company, and then allocated based on time allocation reports of each such non-CEO employee or other means deemed appropriate by Mark and Thomas Winmill. The primary components of Mark Winmill, Thomas O’Malley, and Donald Klimoski’s bonuses are typically based on, among other things, (i) the number of weeks’ salary paid as bonuses to Company employees generally, and/or (ii) the financial performance of the Company. A subjective component of M. Winmill, O’Malley, and Klimoski’s bonuses may be based on their overall contribution to management of the Company. Benefits consist of premiums paid by the Company for medical, dental, vision, life and long term disability insurances. The Company and its affiliates (as detailed below) participate in a 401(k) retirement savings plan for substantially all qualified employees. A matching expense based upon a percentage of contributions to the plan by eligible employees is incurred and allocated among the Company and its affiliates. The matching expense is accrued and funded on a current basis and may not exceed the amount permitted as a deductible expense under the Internal Revenue Code of 1986, as amended (the “Code”). The Company’s allocated matching expense to M. Winmill, O’Malley, and Klimoski under the plan was $15,709, $11,888 and $12,012, respectively, for the year ended December 31, 2023. The Company currently reimburses monthly automobile expenses of $1,000 per month to its President, Mark C. Winmill. To the extent that the monthly payment under the Company’s automobile lease exceeds the current monthly reimbursement amount, M. Winmill voluntarily reimburses the Company for the excess amount. In this regard, M. Winmill has reimbursed the Company $8,198 for the automobile payments paid and due in 2023.

  17. Outstanding Equity Awards at Fiscal Year End 2023

    Outstanding Equity Awards at Fiscal Year End 2023 The following table summarizes all outstanding equity awards held by our named executive officers on December 31, 2023.

  18. Outstanding Equity Awards at Fiscal Year End 2023

    | | Stock Awards | | | Name | Equity Incentive Plan Awards: Number of Shares or Units of Stock That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Mark C. Winmill | | | | Time Vesting (2) | 7,531 | 34,906 | | Performance Vesting (3) | 21,376 | 99,078 | | Thomas O'Malley | | | | Time Vesting (2) | 3,250 | 15,064 | | Performance Vesting (3) | 9,324 | 43,217 | | Donald Klimoski II | | | | Time Vesting (2) | 3,250 | 15,064 | | Performance Vesting (3) | 9,324 | 43,217 |

  19. Outstanding Equity Awards at Fiscal Year End 2023

    (1) For purposes of this table, the market value of the restricted shares is deemed to be $4.635 per share, the closing price of the common stock reported on NASDAQ on December 29, 2023 (the last trading day of the year). (2) Represents the unvested restricted shares granted on March 25, 2021 and outstanding on December 31, 2023, 6.25% of which vest quarterly solely based on the performance of services. (3) Represents the number of unvested restricted shares granted on March 26, 2020, March 25, 2021, March 28, 2022, and March 27, 2023, respectively, and outstanding on December 31, 2023 that were eligible to vest at a rate of 6.25% per quarter based on the performances of services and upon attainment of “target” AFFO and SRRG goals in 2020, 2021, 2022 and 2023, respectively, as described immediately below. The following table sets forth the fiscal year 2023 AFFO and SSRG performance vesting targets for the restricted shares granted on March 27, 2023 that vest based on continued employment and achievement of AFFO and SSRG goals.

  20. Outstanding Equity Awards at Fiscal Year End 2023

    | | | Performance Levels | | | | | | | | | Performance Measure | Weighting | Threshold | | | Target | | | Maximum | Actual | | AFFO(1) | 50% | $2,898,446 | $3,059,471 | $3,139,983 | $3,220,496 | $3,301,008 | $3,381,521 | $3,542,545 | $4,383,769 | | SSRG(2) | 50% | 0.65% | 1.98% | 2.64% | 3.30% | 3.96% | 4.63% | 5.95% | 2.10% | | Payout Percentage: | | 0% | 50% | 75% | 100% | 125% | 150% | 200% | 100%(3) | | Name | | Performance Level Share Amounts | | | | | | | | | Mark C. Winmill | | 0 | 6,336 | 9,504 | 12,672 | 15,840 | 19,008 | 25,344 | 16,139 | | Thomas O’Malley | | 0 | 2,764 | 4,145 | 5,527 | 6,909 | 8,291 | 11,054 | 7,039 | | Donald Klimoski II | | 0 | 2,764 | 4,145 | 5,527 | 6,909 | 8,291 | 11,054 | 7,039 |

  21. Outstanding Equity Awards at Fiscal Year End 2023

    (1) In the event AFFO falls between shown points, the payout percentage for the AFFO shares is determined using a straight line linear interpolation. (2) In the event SSRG falls between shown points, the payout percentage for the SSRG shares is determined using a straight line linear interpolation. (3) Reflects the weighted payout percentage for the AFFO shares and the SSRG shares. For 2023, the Company’s AFFO was $4,383,769 and SSRG was 2.1%, which, with each weighted equally, resulted in vesting of 127.36% of the target number of performance vesting restricted shares (a total of 16,139, 7,039 and 7,039 shares for M. Winmill, O’Malley and Klimoski, respectively). As of March 31, 2024, twenty-five percent of these shares were vested and the remainder will vest quarterly in 6.25% increments based on continued employment.

  22. Pay Versus Performance

    Pay Versus Performance As discussed above, the Compensation Committee has implemented an executive compensation program designed to link a substantial portion of our executives' compensation to the achievement of the Company’s financial, operational and strategic objectives. The following tables set forth information concerning the compensation and compensation actually paid to Mark Winmill, President and CEO, our principal executive officer ("PEO"), and Thomas O'Malley, CFO, and Donald Klimoski II, SVP - Operations and General Counsel, our other named executive officers ("NEOs"), calculated in accordance with SEC regulations, for fiscal years 2023 and 2022, and our financial performance for each such fiscal year:

  23. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (TSR) | Net Income | | 2023 | $593,069 | $582,049 | $269,016 | $264,217 | $101 | $2,938,769 | | 2022 | $526,253 | $512,756 | $208,558 | $202,704 | $90 | $2,057,723 | | 2021 | $587,950 | $660,453 | $247,262 | $278,695 | $149 | $3,281,251 |

  24. Pay Versus Performance

    To calculate the Compensation Actually Paid ("CAP"), the following amounts were deducted from and added to the Summary Compensation Table ("SCT") total compensation:

  25. Relationship to Compensation Actually Paid

    Relationship to Compensation Actually Paid The following charts show the relationship of the compensation actually paid to our PEO and the average compensation actually paid to our NEOs to our cumulative total stockholder return and net income for the periods indicated.