DEF 14A of Sunrise Realty Trust, Inc.
Filed Apr 16, 2025 · FY20240001140361-25-014175
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box:
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| ☐ | Preliminary Proxy Statement | | ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | | ☒ | Definitive Proxy Statement | | ☐ | Definitive Additional Materials | | ☐ | Soliciting Material Under §240.14a-12 |
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SUNRISE REALTY TRUST, INC. (Name of Registrant as Specified In Its Charter) Not applicable (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply):
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| ☒ | No fee required | | ☐ | Fee paid previously with preliminary materials. | | ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| NOTICE OF ANNUAL MEETING OF SHAREHOLDERS |
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Thursday, May 29, 2025 9:30 a.m. Eastern Time
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| HOW TO ATTEND: | The 2025 Annual Meeting of Shareholders of Sunrise Realty Trust, Inc. (the “Annual Meeting”) will be held virtually on Thursday, May 29, 2025, at 9:30 a.m. Eastern Time. In order to attend the Annual Meeting via live audio webcast, please visit www.virtualshareholdermeeting.com/SUNS2025 and enter the control number on the proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials, as applicable, you previously received. You will not be able to attend the Annual Meeting in person. | | ITEMS OF BUSINESS: | (1) Elect the two directors named in the accompanying Proxy Statement to serve until the Company’s 2028 annual meeting of shareholders and until their respective successors are duly elected and qualified; (2) Ratify the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and (3) Transact such other business as may properly come before the meeting or any postponements or adjournments thereof. | | WHO MAY VOTE: | Shareholders of record at the close of business on April 1, 2025. |
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Your vote is important to us. Whether or not you intend to attend the virtual meeting, please vote using the Internet, by telephone or by mail, in each case, by following the instructions in our Proxy Statement. Shareholders who execute a proxy may nevertheless attend the virtual meeting and vote their shares during the virtual meeting.
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| | By Order of the Board of Directors, | | | Leonard M. Tannenbaum | | April 16, 2025 | Executive Chairman of the Board |
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Important Notice Regarding the Availability of Proxy Materials: This Proxy Statement and our 2024 Annual Report are available on the Internet at www.proxyvote.com These materials are also available on our website at https://ir.sunriserealtytrust.com. The other information on our corporate website does not constitute part of this Proxy Statement.
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| SUNRISE REALTY TRUST, INC. | 2025 PROXY STATEMENT | 1 |
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| TABLE OF CONTENTS |
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| Notice of Annual Meeting of Shareholders | 1 | | Proxy Summary | 3 | | Proposal 1 - Election of Directors | 5 | | Corporate Governance | 8 | | Executive Officers of the Company | 14 | | Executive Compensation | 15 | | Compensation Committee Interlocks and Insider Participation | 17 | | Director Compensation | 17 | | Security Ownership of Certain Beneficial Owners and Management | 18 | | Report of the Audit and Valuation Committee | 19 | | Proposal 2 - Ratification of Independent Registered Public Accounting Firm | 20 | | Transactions with Related Persons | 21 | | Other Matters | 26 | | Annual Report to Shareholders | 26 | | Shareholder Proposals and Director Nominations for the 2026 Annual Meeting | 27 | | Questions and Answers About the Proxy Materials and Annual Meeting | 27 |
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| SUNRISE REALTY TRUST, INC. | 2025 PROXY STATEMENT | 2 |
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525 Okeechobee Blvd., Suite 1650 West Palm Beach, FL, 33401
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| Proxy Summary |
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2025 Annual Meeting of Shareholders To Be Held Thursday, May 29, 2025 Sunrise Realty Trust, Inc.’s Board of Directors is soliciting your proxy for the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually on Thursday, May 29, 2025, at 9:30 a.m. Eastern Time, and at any and all postponements or adjournments of the Annual Meeting, for the purposes set forth in the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement. This Proxy Statement and our Annual Report for the year ended December 31, 2024 (the “2024 Annual Report”) are first being made available to shareholders on or about April 16, 2025. We will be hosting the Annual Meeting via live audio webcast. Shareholders will be able to virtually attend the Annual Meeting via the internet by accessing www.virtualshareholdermeeting.com/SUNS2025 and entering the control number on the proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials they previously received, as applicable. Unless the context otherwise requires, references in this Proxy Statement to “Sunrise Realty Trust,” “Company,” “we,” “our,” “us,” and similar terms refer to Sunrise Realty Trust, Inc., a Maryland corporation. This proxy summary highlights information contained elsewhere in this Proxy Statement and does not contain all information that you should review and consider. Please read the entire proxy statement with care before voting.
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| MEETING INFORMATION |
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2025 Annual Meeting of Shareholders
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| | | | | TIME AND DATE | PLACE | RECORD DATE | | 9:30 a.m. Eastern Time on Thursday, May 29, 2025 | The Annual Meeting will be hosted via live audio webcast on the Internet at www.virtualshareholdermeeting.com/SUNS2025. | April 1, 2025 |
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| SUNRISE REALTY TRUST, INC. | 2025 PROXY STATEMENT | 3 |
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Voting Shareholders as of the close of business on the record date are entitled to vote. If you are a beneficial owner who owns shares of our common stock, par value $0.01 per share (“Common Stock”), registered in the name of a broker, bank or other nominee, please follow the instructions they provide on how to vote your shares. Shareholders of record may vote as follows:
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| | | | | Vote by telephone by calling 1-800-690-6903. | Vote by Internet at www.proxyvote.com | Complete and return each proxy card received in the prepaid envelope. |
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Vote during the meeting via the Internet at www.virtualshareholdermeeting.com/SUNS2025. Voting Matters
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| PROPOSALS | | BOARD RECOMMENDATION | | 1 | Election of Directors | FOR ALL director nominees | | 2 | Ratification of the Appointment of CohnReznick LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2025 | FOR |
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| SUNRISE REALTY TRUST, INC. | 2025 PROXY STATEMENT | 4 |
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| Proposal 1 - Election of Directors |
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Our Board of Directors (“Board” or “Board of Directors”) is currently comprised of five directors. Under our Articles of Incorporation (the “Articles of Incorporation”), our Board of Directors is divided into three classes, each serving a staggered three-year term and with one class being elected at each year’s annual meeting of shareholders as follows:
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| ● | the Class I directors are Leonard M. Tannenbaum and Alexander C. Frank, and their terms will expire at the Annual Meeting; |
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| ● | the Class II directors are Brian Sedrish and James Fagan and their terms will expire at the 2026 annual meeting of shareholders; and |
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| ● | the Class III director is Jodi Hanson Bond, and her term will expire at the 2027 annual meeting of shareholders. |
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Upon the recommendation of the Nominating and Corporate Governance Committee of our Board of Directors, our Board has nominated each of Leonard M. Tannenbaum and Alexander C. Frank for election to our Board of Directors as Class I directors to serve until the 2028 annual meeting of shareholders and until their respective successors are duly elected and qualified. Proxies may only be voted for the two Class I directors nominated for election at the Annual Meeting. Each of the director nominees has consented to being named in this Proxy Statement and to serving as a director, if elected. We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, the proxy holders will vote the proxies received by them for another person nominated as a substitute by the Board of Directors, or the Board of Directors may reduce the number of directors on the Board. 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.
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| SUNRISE REALTY TRUST, INC. | 2025 PROXY STATEMENT | 5 |
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Nominees for Election as Class I Directors at the Annual Meeting
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| LEONARD M. TANNENBAUM | | | Class I Age: 53 Director Since: 2024 | POSITION AND BUSINESS EXPERIENCE | | | Mr. Tannenbaum has served as a director since February 2024, and as our Executive Chairman since our spin-off (the “Spin-Off”) from Advanced Flower Capital Inc. (f/k/a AFC Gamma, Inc.) (“AFC”). Mr. Tannenbaum is responsible for our overall management and, in his capacity as a principal of Sunrise Manager LLC (our “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 AFC, its Chief Executive Officer from July 2020 until September 2023, its Chief Investment Officer from November 2023 until October 2024 and its Chairman since October 2024, and as the founder and Chief Executive Officer of Fifth Street Asset Management, Inc. (“Fifth Street”) 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, Fifth Street 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. Fifth Street 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. Fifth Street dissolved and liquidated its operations in the first half of 2022 and since its asset sale to Oaktree, it has had no revenue generating operations and makes no investments. Mr. Tannenbaum had a controlling interest in Fifth Street. Subsequent to the sale to Oaktree in 2017, Mr. Tannenbaum founded Tannenbaum Capital Group, a group of affiliated investment managers that are focused on allocating capital across various strategies including credit and commercial real estate. Mr. Tannenbaum currently also serves as a director of AFC and Southern Realty Trust, Inc. (“SRT”). 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. Mr. Tannenbaum is married to the Company’s President, Robyn Tannenbaum. |
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| 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 knowledge of how to craft and execute on our business and strategic plans. He is the founder, and a substantial shareholder, of our Company. |
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| ALEXANDER C. FRANK | | | Class I Lead Independent Age: 67 Director Since: 2024 | POSITION AND BUSINESS EXPERIENCE | | | Mr. Frank has served as our lead independent director since July 2024. Mr. Frank also currently serves as a director of AFC. Mr. Frank has more than 30 years of experience in financial and operational infrastructure. He previously worked at Fifth Street, 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. 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. | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” OF THE DIRECTOR NOMINEES. |
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| SUNRISE REALTY TRUST, INC. | 2025 PROXY STATEMENT | 6 |
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All Other Continuing Directors
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| BRIAN SEDRISH | | | Class II Age: 51 Director Since: 2024 | POSITION AND BUSINESS EXPERIENCE | | | Mr. Sedrish has served as our Chief Executive Officer and director since July 2024. Mr. Sedrish has served as the Chief Executive Officer of SRT since September 2023. Mr. Sedrish previously worked as a Managing Director and Portfolio Manager at Related Fund Management from 2013 to 2023. Mr. Sedrish also worked as the Head of Commercial Real Estate Acquisitions Special Situations for Deutsche Bank. Mr. Sedrish has over 20 years of leadership experience within real estate private equity, focusing on institutional commercial real estate opportunities. Mr. Sedrish received his B.A. from the University of Michigan, his M.B.A from Northwestern University and his M.P.A from Harvard University. |
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| KEY ATTRIBUTES | | Mr. Sedrish provides our Board with a deep understanding of commercial real estate, financial markets, private equity and deal experience, with critical knowledge of how to execute on our business and strategic plans. |
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| JAMES FAGAN | | | Class II Independent Age: 66 Director Since: 2024 | POSITION AND BUSINESS EXPERIENCE | | | Mr. Fagan has served as our independent director since July 2024. Mr. Fagan has 40 years of CRE experience having worked and held senior positions with both CBRE Group, Inc. (“CBRE”) and Cushman & Wakefield, Inc. (“C&W”). 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. Mr. Fagan has been a director of AFC since 2023 and resigned as a director of AFC, in connection with the Spin-Off. 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. |
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| JODI HANSON BOND | | | Class III Independent Age: 54 Director Since: 2024 | POSITION AND BUSINESS EXPERIENCE | | | Ms. Bond has served as our independent director since July 2024. 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 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 has been a director of AFC since 2020 and resigned as a director of AFC, in connection with the Spin-Off. Ms. Bond received her M.A. in Government from Johns 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. |
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| SUNRISE REALTY TRUST, INC. | 2025 PROXY STATEMENT | 7 |
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| Corporate Governance |
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Corporate Governance Guidelines Our Board of Directors has adopted Corporate Governance Guidelines to assist the Board in the exercise of its duties and responsibilities and to serve the best interests of the Company and our shareholders. Our Corporate Governance Guidelines direct our Board’s actions with respect to, among other things, our Board composition, responsibilities of directors, director compensation, director orientation and continuing education, succession planning and the Board’s annual performance evaluation. A current copy of our Corporate Governance Guidelines is available under “Corporate Governance” on our website at https://ir.sunriserealtytrust.com. Director Independence Under the rules of the Nasdaq Stock Market (“Nasdaq”) and our Corporate Governance Guidelines, independent directors must comprise a majority of our Board of Directors. Under Nasdaq rules, a director will only qualify as an “independent director” if our Board of Directors affirmatively determines that the director, in the opinion of our Board of Directors, does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board reviews any relationship that each of our directors has with us, either directly or indirectly, that could interfere with exercising independent judgment in carrying out a director’s responsibilities. Our Board has affirmatively determined that each of Mr. Frank, Mr. Fagan, and Ms. Bond is “independent” as that term is defined under the rules of Nasdaq. Mr. Tannenbaum is not an independent director as a result of his role as our Executive Chairman. Mr. Sedrish is not an independent director as a result of his position as our Chief Executive Officer. Board Leadership Structure We do not have a fixed policy as to whether the chairperson of our Board should be an independent director and we believe that our flexibility to select our chairman and reorganize our leadership structure from time to time is in the best interests of our Company and our shareholders. Presently, Mr. Tannenbaum serves as the Executive Chairman of the Board. We believe that we are best served through our leadership structure with Mr. Tannenbaum serving as Executive Chairman combined with Mr. Frank serving as our Lead Independent Director. We believe that Mr. Tannenbaum’s extensive finance industry and leadership experience and critical understanding of our business and knowledge of how to craft and execute on our business and strategic plans qualifies him to serve as the Executive Chairman, and his relationship with our Manager provides an effective bridge between our Board and our Manager, thus ensuring an open dialogue between our Board and our Manager and that both groups act with a common purpose. We believe that the leadership structure of our Board must be evaluated on a case-by-case basis and that our existing Board leadership structure provides sufficient independent oversight over our Manager. In addition, we believe that the current governance structure, when combined with the functioning of the independent director component of our Board and our overall corporate governance structure, strikes an appropriate balance between strong and consistent leadership and independent oversight of our business and affairs. However, we re-examine our corporate governance policies on an ongoing basis to ensure that they continue to meet our needs. The Board’s Role in Risk Oversight One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly, with support from its three standing committees, the Audit and Valuation Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, each of which addresses risks specific to its respective areas of oversight as discussed below. In addition, our Manager has also established an Investment Committee for us, the members of which consist of employees of our Manager and/or its affiliates, and which currently includes certain affiliates of our Manager and certain of our officers. The Investment Committee works in conjunction with our Board to manage our credit risk through a comprehensive investment review process.
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| ● | Audit and Valuation Committee. Our Audit and Valuation Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit and Valuation Committee also monitors compliance with legal and regulatory requirements and the review and approval of our related party transactions, in addition to oversight of the performance of our internal audit function (to the extent such function is required by applicable rules and regulations). Because the Audit and Valuation Committee is already charged with approving our related party transactions, our Board has charged the Audit and Valuation Committee with overseeing amounts payable to our Manager pursuant to our Management Agreement and making recommendations to our Board with respect to our Board’s approval of the renewal of our Management Agreement. |
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| SUNRISE REALTY TRUST, INC. | 2025 PROXY STATEMENT | 8 |
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| ● | Compensation Committee. Our Compensation Committee is generally responsible for discharging the Board’s responsibilities relating to the compensation, if any, of our executive officers and directors, overseeing the expense reimbursement of our Manager and its affiliates for compensation paid by such entities to their respective employees pursuant to our management agreement, by and between us and our Manager (the “Management Agreement”), the administration and implementation of our incentive and equity-based compensation plans, including the Sunrise Realty Trust, Inc. Stock Incentive Plan (the “2024 Stock Incentive Plan”), and the preparation of reports on or relating to executive compensation required by the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
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| ● | Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee provides oversight with respect to corporate governance and ethical conduct and monitors the effectiveness of our corporate governance guidelines, including whether such guidelines are successful in preventing illegal or improper liability-creating conduct. |
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In addition, our Board and the Audit and Valuation Committee meet regularly with our Manager and consider the feedback our Manager provides concerning the risks related to our enterprise, business, operations and strategies. Our Manager regularly reports to our Board and the Audit and Valuation Committee on our portfolio and the risks related thereto, asset impairments, leverage position, affiliate payments (including payments made and expenses reimbursed pursuant to the terms of the Management Agreement), compliance with applicable covenants under the agreements governing our indebtedness, compliance with our qualification as a real estate investment trust (“REIT”) and compliance with our exemption from registration as investment company under the Investment Company Act of 1940, as amended. Members of our Board are routinely in contact with our Manager and our executive officers, as appropriate, in connection with their consideration of matters submitted for the approval of our Board or the Audit and Valuation Committee and the risks associated with such matters. We believe that the extent of our Board’s (and its committees’) role in risk oversight complements the Board’s leadership structure because it allows our independent directors, through the three fully independent Board committees, executive sessions with the independent auditors, and otherwise, to exercise oversight of risk without any conflict that might discourage critical review. We believe that a board of directors’ role in risk oversight must be evaluated on a case-by-case basis and that our Board’s role in risk oversight is appropriate. However, we re-examine the manner in which our Board administers its oversight function on an ongoing basis to ensure that it continues to meet our needs. Committees of the Board of Directors The Board has three standing committees: the Audit and Valuation Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each of our standing committees is comprised solely of independent directors. The written charters of these committees are available under “Corporate Governance” on our website at https://ir.sunriserealtytrust.com.
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| SUNRISE REALTY TRUST, INC. | 2025 PROXY STATEMENT | 9 |
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| | | Audit & Valuation | Compensation | | Nominating & Corporate Governance | | Alexander Frank | | Chair | | | | | Jodi Hanson Bond | | | | | Chair | | James Fagan | | | Chair | | | | | Committee Member | | | Financial Expert | |
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Audit and Valuation Committee Our Audit and Valuation Committee consists of three members, Alexander Frank, Jodi Hanson Bond and James Fagan, with Mr. Frank serving as chairperson. Our Board has affirmatively determined that Mr. Frank, Ms. Bond and Mr. Fagan each meet the definition of “independent director” based on the Nasdaq independence standards, and also meet the enhanced standards of “independence” established by Nasdaq and the SEC for members of the Audit and Valuation Committee. Our Board has also determined that (i) Mr. Frank qualifies as an “audit committee financial expert” under SEC rules and regulations and (ii) each member of the Audit and Valuation Committee is “financially literate” as the term is defined by Nasdaq listing standards. The Audit and Valuation Committee’s principal functions include oversight related to:
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| ● | the integrity of our financial statements; |
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| ● | the qualifications and independence of any independent registered public accounting firm engaged by us; |
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| ● | the performance of our internal audit function (to the extent such function is required by applicable rules and regulations) and any independent registered public accounting firm; |
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| ● | the determination of the fair value of assets that are not publicly traded or for which current market values are not readily available; and |
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| ● | the entry and monitoring of related party transactions. |
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The Audit and Valuation Committee assists our Board in its management of Sunrise Realty Trust. In particular, the Audit and Valuation Committee (i) serves as an independent party to monitor our financial reporting processes and internal control system; (ii) discusses the audit conducted by our independent registered public accounting firm; (iii) provides an open avenue of communication among our independent registered public accounting firm, our management and our Board; and (iv) serves as an independent party to review, approve and monitor our related party transactions. The responsibilities of the Audit and Valuation Committee include, but are not limited to, (i) the appointment, compensation, retention and oversight of any independent registered public accounting firm engaged by us; (ii) discussing and reviewing guidelines and policies with respect to risk assessment and risk management; (iii) reviewing the adequacy of our internal audit function (to the extent such function is required by applicable rules and regulations); (iv) assisting in performing oversight responsibilities for the internal control systems and disclosure procedures; (v) recommending to our Board whether the financial statements should be included in reports made available to its shareholders; and (vi) meeting periodically with management to discuss any of the above or any identified issues. Subject to the provisions of our related person transaction policies and procedures, the Audit and Valuation Committee is also responsible for reviewing and approving our related party transactions, including matters related to our Management Agreement. Because the Audit and Valuation Committee is already charged with approving our related party transactions, our Board has charged the Audit and Valuation Committee with overseeing amounts payable to our Manager pursuant to our Management Agreement and making recommendations to our Board with respect to our Board’s approval of the renewal of our Management Agreement. The Audit and Valuation Committee and our Board must approve any renewal of our Management Agreement. See “Transactions With Related Persons — Policies and Procedures Regarding Related Party Transaction” for additional information.
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| SUNRISE REALTY TRUST, INC. | 2025 PROXY STATEMENT | 10 |
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Compensation Committee Our Compensation Committee consists of three members, Alexander Frank, Jodi Hanson Bond and James Fagan, with Mr. Fagan serving as Chair of the committee. Our Board has affirmatively determined that each of Messrs. Frank and Fagan and Ms. Bond is independent under Nasdaq rules and also meets the enhanced standards of independence established by Nasdaq and the SEC for members of the Compensation Committee. In making this determination, the Board considered whether the director has a relationship with the Company that is material to the director’s ability to be independent from management in connection with the duties of a member of the Compensation Committee. The Compensation Committee’s principal functions include:
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| ● | discharging the Board’s responsibilities relating to the compensation, if any, of our executive officers and directors; |
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| ● | overseeing the expense reimbursement of our Manager and its affiliates for compensation paid by such entities to their respective employees pursuant to our Management Agreement; |
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| ● | administering and implementing our incentive and equity-based compensation plans, including the 2024 Stock Incentive Plan; and |
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| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Brian Sedrish(1) | 2024 | - | - | 499,991 | - | - | - | - | 499,991 | | (Chief Executive Officer) | | | | | | | | | | | Leonard M. Tannenbaum(1) | 2024 | - | - | 800,007 | - | - | - | - | 800,007 | | (Executive Chairman) | | | | | | | | | | | Brandon Hetzel | 2024 | 43,628 | 47,128 | 75,008 | - | - | - | - | 165,764 | | (Chief Financial Officer and Treasurer) | | | | | | | | | | | Robyn Tannenbaum | 2024 | 16,373 | - | 100,006 | - | - | - | - | 116,379 | | (President) | | | | | | | | | |
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| Director Compensation |
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| Name | Year | Fees Earned Or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Total ($) | | Alexander Frank (2) | 2024 | 35,000 | 10,007 | - | 45,007 | | Jodi H. Bond (3) | 2024 | 27,500 | 10,007 | - | 37,507 | | James Fagan (4) | 2024 | 27,500 | 10,007 | - | 37,507 |