DEF 14A of Advanced Flower Capital Inc., Apr 9, 2024

DEF 14A of Advanced Flower Capital Inc.

Filed Apr 9, 2024 · FY20230001140361-24-018922

Open on EDGAR

  1. Our Directors

    Our Directors Set forth below is biographical information about each of our director nominees and our continuing directors. The primary experience, qualifications, attributes and skills of each of our director nominees that led to the conclusion of the Nominating and Corporate Governance Committee and the Board of Directors that such nominee should serve as a member of the Board of Directors are also described below.

  2. Our Directors

    | AFC GAMMA, INC. | 2024 PROXY STATEMENT | 5 |

  3. Our Directors

    PROPOSAL 1 - ELECTION OF DIRECTORS

  4. Nominees for Election as Class I Directors at the Annual Meeting

    Nominees for Election as Class I Directors at the Annual Meeting

  5. Nominees for Election as Class I Directors at the Annual Meeting

    | Leonard M. Tannenbaum | | | Class I Age: 52 Director Since: 2020 | Mr. Tannenbaum has served as our Executive Chairman and Chief Investment Officer since November 2023, prior to which he served as Chief Executive Officer and Chairman and a director from July 2020. Since February 2024, Mr. Tannenbaum has served as the sole director and Chief Investment Officer of Sunrise Realty Trust Inc., (“SUNS”), our wholly-owned subsidiary. Mr. Tannenbaum is responsible for our overall management and, in his capacity as a principal of the Manager, leads the Investment Committee, which is responsible for overseeing investment processes including origination, credit underwriting, risk analysis and loan approvals. Mr. Tannenbaum has extensive leadership experience, including his experience as the founder of Fifth Street Asset Management, Inc., a credit asset manager with a nationwide platform (“FSAM”), and its Chief Executive Officer from its inception in 1998 until October 2017 when substantially all of its assets were sold to Oaktree Capital Management (“Oaktree”). Prior to such sale to Oaktree, FSAM had a core focus on disciplined credit investing across multiple economic cycles, and issued billions of dollars in public equity, private capital and public debt securities. FSAM made flexible investments across capital structures to growing middle market companies, primarily in conjunction with private equity sponsors. It managed approximately $5 billion of assets across multiple private investment vehicles and two publicly-traded business development companies. Subsequent to the sale to Oaktree in 2017, Mr. Tannenbaum founded the Tannenbaum family office and certain related entities, which are our affiliates, that are focused on allocating capital across various strategies including credit, equities and real estate. Mr. Tannenbaum graduated from The Wharton School of the University of Pennsylvania, where he received a B.S. in economics. Subsequent to his undergraduate degree from the University of Pennsylvania, he received an MBA in Finance from The Wharton School as part of the submatriculation program. He is also a holder of the Chartered Financial Analyst designation and is a member of The Wharton Graduate Executive Board. | | | KEY ATTRIBUTES | | | Mr. Tannenbaum brings extensive financing industry and leadership experience to our Board. He provides our Board with critical understanding of our business and execution of our strategic plans. He is the Founder, and a substantial shareholder, of AFC Gamma. |

  6. Nominees for Election as Class I Directors at the Annual Meeting

    | 6 | 2024 PROXY STATEMENT | AFC GAMMA, INC. |

  7. Nominees for Election as Class I Directors at the Annual Meeting

    | THOMAS L. HARRISON | | | Class I Independent Age: 76 Director Since: 2020 | POSITION AND BUSINESS EXPERIENCE | | | Since April 2019, Mr. Harrison has served as a Senior Operating Partner at Merida Capital Holdings, a private equity firm investing across the cannabis ecosystem. In addition, Mr. Harrison brings 30 years of experience in marketing, communications and brand positioning. He formerly founded Harrison & Star Business Group in October 1987, a healthcare marketing and communications agency that was acquired by Omnicom Group Inc. (“Omnicom”) in 1992. He is Chairman Emeritus of Diversified Agency Services, a division of Omnicom and one of the world’s largest holding groups of marketing services companies. He was appointed President of the division in April 1997. He is currently a board member for MainStem, the leading purchasing platform in the state-regulated cannabis industry, as well as for EighthICON Holdings, a cannabis firm owning the Cheech & Chong cannabis brand, and one of our borrowers, Private Company A. Mr. Harrison was appointed to the board of Madison Logic in June 2016, a business-to-business account-based management marketing company and on the board of ACTV8me, an advertising attribution technology company, in 2020. Mr. Harrison was on the Board and acted as lead director for Fifth Street, a credit asset manager with a nationwide platform. In addition, he was previously the Chairman of the Corporate Governance and Nominating Committee for Zynerba Pharmaceuticals Inc., a leader in pharmaceutically-produced cannabinoid therapies from January 2015 to May 2019. He is a board director for the Montefiore Health System. | | | KEY ATTRIBUTES | | | Mr. Harrison brings to our Board an important combination of leadership, marketing, cannabis industry, healthcare and financial expertise. His experiences at large corporations and his current board service make him instrumental in helping our Board implement our business and financial strategy. | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” OF THE DIRECTOR NOMINEES. |

  8. Nominees for Election as Class I Directors at the Annual Meeting

    | AFC GAMMA, INC. | 2024 PROXY STATEMENT | 7 |

  9. Nominees for Election as Class I Directors at the Annual Meeting

    PROPOSAL 1 - ELECTION OF DIRECTORS

  10. All Other Continuing Directors

    All Other Continuing Directors

  11. All Other Continuing Directors

    | JODI HANSON BOND | | | Class II Independent Age: 53 Director Since: 2020 | POSITION AND BUSINESS EXPERIENCE | | | Since March 2020, Ms. Bond has served as the Chief Executive Officer of Quantum Wave Strategies, LLC and, since August 2020, as the President of DevryBV Sustainable Strategies. From October 2017 to September 2019, Ms. Bond was the Executive Vice President and Head of Government and Industry Relations at Chubb Limited. Previously, Ms. Bond served as an Independent Director at Fifth Street Asset Management from March 2017 to June 2021. From October 2011 to October 2017, Ms. Bond was the Senior Vice President, International at the U.S. Chamber of Commerce and the President and a member of the Board of Directors for several U.S. Chamber of Commerce subsidiaries, including U.S.-Colombia Business Council, Association of American Chambers of Commerce of Latin America and the Caribbean, Brazil-U.S. Business Council, U.S.-Argentina Business Council, and U.S.-Cuba Business Council. Ms. Bond is also a member of the National Association of Corporate Directors and the Economic Club of Washington. Ms. Bond received her M.A. in Government from John Hopkins University and her B.A. in Politics from Whitman College. | | | KEY ATTRIBUTES | | | Ms. Bond’s experience as a global business practitioner and her executive leadership positioning for corporate advancement and business strategy development across various countries bring meaningful insight to our Board. |

  12. All Other Continuing Directors

    | 8 | 2024 PROXY STATEMENT | AFC GAMMA, INC. |

  13. All Other Continuing Directors

    | ROBERT LEVY | | | Class II Independent Age: 58 Director Since: 2020 | POSITION AND BUSINESS EXPERIENCE | | | Since January 2018, Mr. Levy has been a Managing Member at LBX Investments, a diversified commercial real estate investment firm. Prior to launching LBX Investments, Mr. Levy co-founded Big V Capital (“BVC”) in March of 2016, where he oversaw and underwrote the partnership’s 11 southeastern U.S. shopping center acquisitions and managed all debt and equity capital raising activities and asset management efforts. From May 2015 to June 2016, Mr. Levy was the Chief Operating Officer of the Real Estate Group at Benefit Street Partners, a multi-strategy credit manager with over $11.0 billion in assets under management. Prior to Benefit Street Partners, Mr. Levy held various leadership positions including Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and a member of the Board of Trustees at Centerline Capital Group, a multifamily finance and investment management company with over $13 billion in debt and equity under management. Mr. Levy received his M.B.A. from the Leonard M. Stern School of Business at New York University and his B.A. in Economics from Northwestern University. | | | KEY ATTRIBUTES | | | Mr. Levy brings extensive real estate industry knowledge and critical management experience in capital raising within the finance industry to our Board. |

  14. All Other Continuing Directors

    | JAMES FAGAN | | | Class III Independent Age: 65 Director Since: 2023 | POSITION AND BUSINESS EXPERIENCE | | | Mr. Fagan began serving as a director in June 2023. Mr. Fagan has 40 years of commercial real estate experience having worked and held senior positions with both CBRE Group, Inc. and Cushman & Wakefield, Inc. His responsibilities have included supervising different offices for both CBRE & C&W in the New York metropolitan region, including Connecticut, Long Island, New Jersey and Manhattan. Mr. Fagan has acted as a broker on hundreds of millions dollars’ worth of transactions in both leasing and capital markets arenas. Mr. Fagan also has been a leader in implementing acquisitions and strategic initiatives undertaken by both CBRE and C&W. He is a graduate of the University of Connecticut. | | | KEY ATTRIBUTES | | | Mr. Fagan brings to our Board extensive commercial real estate industry knowledge and valuable experience with the finance industry. |

  15. All Other Continuing Directors

    | AFC GAMMA, INC. | 2024 PROXY STATEMENT | 9 |

  16. All Other Continuing Directors

    | ALEXANDER C. FRANK | | | Class III Independent Age: 66 Director Since: 2020 | POSITION AND BUSINESS EXPERIENCE | | | Mr. Frank has more than 30 years’ experience in financial and operational infrastructure. He previously worked at Fifth Street Asset Management, which he joined in September 2011 and during his tenure through September 2017, he held various positions and was responsible for the operations of the company during his tenure from 2011 to 2017. Since retiring in September 2017, Mr. Frank has served as a board member at Fifth Street. He was the Chief Operating Officer and Chief Financial Officer of Fifth Street from the time of its initial public offering in 2014 to its sale to Oaktree in 2017. From September 2008 to March 2011, he served as a Managing Director and Chief Financial Officer of Chilton Investment Company LLC, a global investment management firm. Prior to that, Mr. Frank spent over 22 years at Morgan Stanley, having served as global head of institutional operations, global corporate controller and chief financial officer of U.S. broker/dealer operations and global treasurer. In his roles, he oversaw various securities infrastructure services, creating efficiencies throughout the organization, and managed all aspects of the internal and external financial control and reporting functions. Mr. Frank began his career in audit and tax accounting at Arthur Andersen LLP before joining Morgan Stanley in 1985. He received an M.B.A. from the University of Michigan and a B.A. from Dartmouth College. | | | KEY ATTRIBUTES | | | Mr. Frank brings to our Board a deep knowledge of financial management. He provides our Board with key insights to the financial markets, capital raising activities, and the management of a large, complex business. |

  17. All Other Continuing Directors

    | MARNIE SUDNOW | | | Class III Independent Age: 56 Director Since: 2022 | POSITION AND BUSINESS EXPERIENCE | | | Ms. Sudnow was appointed to the Board in January 2022. Ms. Sudnow has over 25 years’ experience in management consulting. Ms. Sudnow has served as the Senior Vice President of Client Success for Stylitics, a data-driven omnichannel consulting firm to global retailers since June 2022. Previously, Ms. Sudnow served in various roles, most recently as the Senior Vice President of Strategic Accounts, North America, for Mediaocean, an advertising services and software company, from October 2010 to June 2020. Today, Ms. Sudnow is an Executive Coach working with senior leaders to maximize performance and engage hybrid teams to drive business results. Ms. Sudnow received her B.A. in Business Administration, Finance and Marketing from the University of Delaware. Ms. Sudnow is a founding member of CHIEF, a private network for executive women, and a member of The Female Quotient. | | | KEY ATTRIBUTES | | | Ms. Sudnow brings to our Board valuable management experience and strategic planning in dynamic, data-driven environments, especially in retail industries-her knowledge of which provides valuable insight to the discussions of our Board. |

  18. All Other Continuing Directors

    | 10 | 2024 PROXY STATEMENT | AFC GAMMA, INC. |

  19. All Other Continuing Directors

    | Corporate Governance |

  20. Compensation Committee

    | ● | administering and implementing our incentive and equity-based compensation plans, including the 2020 Stock Incentive Plan; and |

  21. Code of Business Conduct and Ethics

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Daniel Neville | 2023 | - | - | - | - | - | - | - | - | | (Chief Executive Officer) | | | | | | | | | | | Leonard M. Tannenbaum(1) | 2023 | - | - | 799,987 | - | - | - | - | 799,987 | | (Chief Investment Officer) | 2022 | - | - | - | 731,300 | - | - | - | 731,300 | | Brandon Hetzel | 2023 | 196,737 | 79,975 | 99,991 | - | - | - | - | 376,703 | | (Chief Financial Officer, effective March 2023) | | | | | | | | | | | Brett Kaufman(2) | 2023 | 151,309 | - | 49,995 | - | - | - | 750,000 | 951,304 | | (Former Chief Financial Officer) | 2022 | 474,611 | 232,355 | - | 7,313 | - | - | - | 714,279 | | Robyn Tannenbaum | 2023 | 132,260 | - | 399,993 | - | - | - | - | 532,253 | | (President) | 2022 | 123,126 | - | - | 73,130 | - | - | - | 196,256 |

  22. Code of Business Conduct and Ethics

    | DIRECTOR COMPENSATION |

  23. Code of Business Conduct and Ethics

    | Name | Year | Fees Earned Or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)(1) | Total ($) | | Thomas Harrison(2) | 2023 | 75,000 | 14,994 | - | 89,994 | | Jodi H. Bond(3) | 2023 | 50,000 | 14,994 | - | 64,994 | | James Fagan(4) | 2023 | 12,500 | 14,997 | - | 27,497 | | Alexander Frank(5) | 2023 | 80,000 | 14,994 | - | 94,994 | | Robert Levy(6) | 2023 | 50,000 | 14,994 | - | 64,994 | | Marnie Sudnow(7) | 2023 | 50,000 | 14,994 | - | 64,994 |