DEF 14A of Global Self Storage, Inc., Apr 29, 2026

DEF 14A of Global Self Storage, Inc.

Filed Apr 29, 2026 · FY20250001193125-26-191430

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 2027 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, Mr. Zachary was the head of Municipal Finance at Société Générale. Mr. Zachary previously served as a director of Tuxis Corporation from 2014 to 2016. Mr. 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. George B. Langa has served on the Board and as the chairman of the Board’s nominating and governance committee (the “Nominating and Governance Committee”) since 2016. Mr. Langa is a Luxury Collection Specialist, Senior Global Advisor at Berkshire Hathaway HomeServices in New York City and Houlihan Lawrence in Millbrook, NY. Prior to that, Langa served as Executive Vice President of Millbrook Real Estate, LLC, which had licensed real estate brokers in New York and Connecticut. Mr. Langa has been a licensed real estate agent in New York State since 2004 and specializes in premium estates, development, land, commercial and agricultural properties. Mr. 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. Mr. 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. Mr. 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. Mr. Burke is President of Ninigret Trading Corporation, an art investment and appraisal company. Mr. Burke is also a Board Member of the New Britain Museum of American Art. Previously, Mr. Burke served as an auction house president and partner with responsibility for storage and disposal in connection with large estates. Mr. Burke previously served as a director of Tuxis Corporation from 1997 to 2016. Mr. 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. Ms. 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. Ms. Carroll has also served as a director of the Farmington Property Owners Association. Ms. Carroll holds a B.A. from the University of Virginia and J.D. from the Duke University School of Law. Ms. Carroll was selected to serve on the Board because of her legal experience, including in the REIT sector. A. The Company is requesting stockholder approval of the amendment and restatement of the Company's 2017 Equity Incentive Plan (the "A&R Plan"), as described below under the heading "Summary of the Provisions of the Company's A&R Plan." The A&R Plan is a continuation of the Company's existing long-term equity incentive plan intended to facilitate the use of equity based incentives and awards for officers, employees, directors, and/or consultants of the Company and its affiliates. The A&R Plan reflects the Company's philosophy that compensation should reward individual performance while aligning the interests of executives and other service providers with those of the Company's stockholders. Stockholders are being asked to approve the amended and restated terms of the existing plan, including the material terms summarized and described in greater detail under the "Summary of the Provisions of the Company's A&R Plan" section of this Proxy Statement. Subject to stockholder approval, the Company intends to continue granting share options and other equity-based awards under the A&R Plan in accordance with its terms. Through the A&R Plan, the Company seeks to promote long-term value creation by incentivizing above average corporate performance and recognizing individual initiative and achievement, while maintaining continuity with the Company's existing equity compensation program.

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

    Question: What are stockholders being asked to approve in Proposal 3? 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 4?

    Question: What are stockholders being asked to approve in Proposal 4? 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? 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/SELF2026 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. (Eastern Time), on June 16, 2026. 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 THROUGH 4.

  6. PROPOSAL 1: TO ELECT TO THE BOARD EACH OF THE NOMINEES, WILLIAM C. ZACHARY, GEORGE B. LANGA, MARK C. WINMILL, RUSSELL E. BURKE III, AND SALLY C. CARROLL, ESQ., TO SERVE until the COMPANY’S 2027 Annual Meeting of Stockholders AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFY

    PROPOSAL 1: TO ELECT TO THE BOARD EACH OF THE NOMINEES, WILLIAM C. ZACHARY, GEORGE B. LANGA, MARK C. WINMILL, RUSSELL E. BURKE III, AND SALLY C. CARROLL, ESQ., TO SERVE until the COMPANY’S 2027 Annual Meeting of Stockholders AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFY Upon the recommendation of the Nominating and 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, George B. Langa, Mark C. Winmill, Russell E. Burke III, and Sally C. Carroll, Esq., for election as a director to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualify. The Nominating and Governance Committee may consider, among other things, specific experience, qualifications, attributes, and skills as factors in choosing director candidates. The Nominees currently serve as directors of the Company. The Company’s directors have a variety of backgrounds, which reflect the Company’s continuing efforts to achieve a diversity of insights and perspectives. 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 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: William C. Zachary, 61, 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. Mr. Zachary previously served as a Tuxis Corporation ("Tuxis") 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. George B. Langa, 63, has served as a director of the Company and as the chairman of the Nominating and Governance Committee since 2016. Mr. Langa is a Luxury Collection Specialist, Senior Global Advisor at Berkshire Hathaway HomeServices in New York City and Houlihan Lawrence in Millbrook, NY. Prior to that, he served as Executive Vice President of Millbrook Real Estate, LLC, which had licensed real estate brokers in New York and Connecticut. Mr. Langa has been a licensed real estate agent in New York State since 2004 and 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.

  7. PROPOSAL 1: TO ELECT TO THE BOARD EACH OF THE NOMINEES, WILLIAM C. ZACHARY, GEORGE B. LANGA, MARK C. WINMILL, RUSSELL E. BURKE III, AND SALLY C. CARROLL, ESQ., TO SERVE until the COMPANY’S 2027 Annual Meeting of Stockholders AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFY

    Mark C. Winmill, 68, 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 Executive Vice President and a director of Winmill & Co. Incorporated (a holding company) ("Winco"). He is a principal of Midas Securities Group, Inc. (a registered broker-dealer, 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. Russell E. Burke III, 79, 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. Mr. Burke previously served as a director of Tuxis from 1997 to 2016. Mr. 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., 65, has served as a director on the Board since 2023. Ms. Carroll is a retired member of the New York State Bar. During her career, Ms. Carroll has served as a consultant to a variety of REITs and asset management firms. Ms. 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. Ms. Carroll has also served as a director of the Farmington Property Owners Association. Ms. Carroll holds a B.A. from the University of Virginia and J.D. from the Duke University School of Law. Ms. 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.

  8. Director Compensation

    Director Compensation Members of the Board who are not independent receive no compensation for their service as directors, and in the case of Mr. Mark C. Winmill, our Chief Executive Officer and President, no additional compensation for his service as a director. Currently, the Independent Directors are paid an annual retainer of $25,000, payable semi-annually, and are also paid: (i) $250 for each Board meeting attended; (ii) $250 for each committee meeting attended; (iii) an annual committee chair fee of $500 per committee chaired; (iv) $500 for each Company education session attended; and (v) $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 which are granted from those shares reserved for issuance 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, 2025, is shown in the following table:

  9. Director Compensation

    Director Compensation

  10. Director Compensation

    | Name | Fees earned or paid in cash ($) | Stock awards ($) | All other compensation ($) | Total ($) | | Russell E. Burke III (1) | 17 | 16,233 | — | 16,250 | | George B. Langa | 28,000 | — | — | 28,000 | | William C. Zachary (1) | 17 | 27,983 | — | 28,000 | | Sally C. Carroll, Esq. | 27,500 | — | — | 27,500 |

  11. 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, $16,233 and $27,983, respectively. Accordingly, Burke and Zachary received 3,203 and 5,539 shares of common stock, respectively, from the Plan. The shares were unrestricted and vested immediately as of the date of issuance. 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.

  12. Historical Information

    | Shares remaining available for issuance under the 2017 Plan | 219,309 | | Shares underlying outstanding equity awards under the 2017 Plan (1) | 174,352 | | Shares newly reserved for issuance under the A&R Plan | 1,000,000 | | Total | 1,393,661 |

  13. 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, 2024 and December 31, 2025. The Company has not granted or paid any option awards, non-equity incentive plan compensation, or nonqualified deferred compensation earnings to any of our named executive officers during the years ended December 31, 2024 and December 31, 2025.

  14. Summary Compensation Table

    Summary Compensation Table

  15. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards (1) ($) | All Other Compensation (2) ($) | Total ($) | | Mark C. Winmill Chief Executive Officer and President | 2025 2024 | 467,000 447,000 | 17,962 17,192 | 128,748 273,879 | 79,766 75,252 | 693,476 813,323 | | Thomas O’Malley Chief Financial Officer, Chief Accounting Officer, Treasurer, and Senior Vice President | 2025 2024 | 211,546 218,928 | 9,332 9,146 | 56,154 118,696 | 12,242 13,106 | 289,274 359,876 | | Donald Klimoski II Senior Vice President – Operations, General Counsel, Secretary, and Chief Compliance Officer | 2025 2024 | 198,086 192,317 | 7,494 7,518 | 56,154 118,696 | 34,301 29,868 | 296,035 348,399 |

  16. 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 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, 2025 (Note 12, Stock-Based Compensation). See "Executive Compensation - Equity Awards" below for a description of the vesting terms of the performance share awards granted to our named executive officers in 2025. (2) All Other Compensation for our named executive officers for the year ended December 31, 2025 consisted of:

  17. Summary Compensation Table

    | Name | 401 (k) Match ($) | Benefits ($) | Auto Lease and Insurance ($) | Total of All Other Compensation ($) | | Mark C. Winmill | 17,942 | 28,430 | 33,394 | 79,766 | | Thomas O’Malley | 11,397 | 845 | — | 12,242 | | Donald Klimoski II | 11,848 | 22,453 | — | 34,301 |

  18. Summary Compensation Table

    As of December 31, 2025, Messrs. 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 personal benefits and perquisites. A portion of Messrs. 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 annually by the Compensation Committee by level of responsibility and tenure at the Company 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. For 2024 and 2025, 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 the Affiliates is set by Mr. M. 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 Messrs. M. Winmill, O’Malley, and 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 Messrs. 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 Messrs. M. Winmill, O’Malley, and Klimoski under the plan was $17,942, $11,397 and $11,848, respectively, for the year ended December 31, 2025. The Company currently reimburses monthly automobile expenses of $1,000 per month to its Chief Executive Officer and President, Mr. M. Winmill. To the extent that the monthly payment under the Company’s automobile lease exceeds the current monthly reimbursement amount, Mr. M. Winmill voluntarily reimburses the Company for the excess amount. In this regard, Mr. M. Winmill has reimbursed the Company $6,832 for the automobile payments paid and due in 2025.

  19. Outstanding Equity Awards at Fiscal Year End 2025

    Outstanding Equity Awards at Fiscal Year End 2025 The following table summarizes all outstanding equity awards held by our named executive officers on December 31, 2025.

  20. Outstanding Equity Awards at Fiscal Year End 2025

    | | 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) | 21,405 | 109,166 | | Performance Vesting (3) | 40,525 | 206,672 | | Thomas O'Malley | | | | Time Vesting (2) | 9,237 | 47,109 | | Performance Vesting (3) | 17,675 | 90,143 | | Donald Klimoski II | | | | Time Vesting (2) | 9,237 | 47,109 | | Performance Vesting (3) | 17,675 | 90,143 |

  21. Outstanding Equity Awards at Fiscal Year End 2025

    (1) For purposes of this table, the market value of the restricted shares is calculated using $5.10 per share, the closing price of the common stock reported on NASDAQ on December 31, 2025 (the last trading day of the year). (2) Represents the unvested restricted shares granted on March 25, 2024 and outstanding on December 31, 2025, 6.25% of which vest quarterly solely based on the continued performance of services through each applicable vesting date. (3) Represents the number of unvested restricted shares granted on March 28, 2022, March 27, 2023, March 25, 2024, and March 25,2025, respectively, and outstanding on December 31, 2025, that were earned in 2022, 2023, 2024 and 2025, respectively, eligible to vest at a rate of 6.25% per quarter based on the continued performance of services through the applicable vesting date, as described immediately below. The following table sets forth the fiscal year 2025 AFFO and SSRG performance vesting targets for the restricted shares granted on March 25, 2025 that vest based on continued employment and achievement of AFFO and SSRG goals.

  22. Outstanding Equity Awards at Fiscal Year End 2025

    | | | Performance Levels | | | | | | | | | Performance Measure | Weighting | Threshold | | | Target | | | Maximum | Actual | | AFFO(1) | 50% | $3,382,404 | $3,570,315 | $3,664,271 | $3,758,227 | $3,852,183 | $3,946,138 | $4,134,050 | $4,402,971 | | SSRG(2) | 50% | -1.85% | -1.05% | -0.65% | -0.25% | 0.15% | 0.55% | 1.35% | 1.40% | | 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 | 25,344 | | Thomas O’Malley | | 0 | 2,764 | 4,145 | 5,527 | 6,909 | 8,291 | 11,054 | 11,054 | | Donald Klimoski II | | 0 | 2,764 | 4,145 | 5,527 | 6,909 | 8,291 | 11,054 | 11,054 |

  23. Outstanding Equity Awards at Fiscal Year End 2025

    (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 2025, the Company’s AFFO was $4,402,971 and SSRG was 1.40%, which, with each weighted equally, resulted in earning 200.00% of the target number of performance vesting restricted shares (a total of 25,344, 11,054 and 11,054 shares for Messrs. M. Winmill, O’Malley and Klimoski, respectively). As of March 31, 2026, twenty-five percent of these shares were vested and the remainder will vest quarterly in 6.25% increments based on continued employment through each applicable vesting date.

  24. 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 reported and compensation actually paid to Mark Winmill, Chief Executive Officer and President, our principal executive officer ("PEO"), and Thomas O'Malley, Chief Financial Officer, and Donald Klimoski II, Senior Vice President - Operations and General Counsel, our other named executive officers ("NEOs"), calculated in accordance with SEC regulations, for fiscal years 2025, 2024 and 2023, and our financial performance for each such fiscal year:

  25. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (TSR) (5) | Net Income (6) | | 2025 | $693,476 | $644,641 | $292,654 | $294,185 | $101 | $2,038,451 | | 2024 | $813,323 | $906,449 | $354,138 | $394,464 | $122 | $2,123,743 | | 2023 | $593,068 | $592,134 | $269,016 | $268,433 | $101 | $2,938,769 |

  26. Pay Versus Performance

    (1) This column represents the amount of total compensation reported for Mr. M. Winmill, Chief Executive Officer and President of the Company, for each corresponding year in the "Total" column of the Summary Compensation Table ("SCT"). Refer to "Executive Compensation - Summary Compensation Table." (2) This column represents the amount of "compensation actually paid" to Mr. M. Winmill, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Winmill during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. M. Winmill's total compensation for each year to determine the Compensation Actually Paid ("CAP").

  27. Pay Versus Performance

    | Year | SCT Total for PEO | Grant Date Fair Value of Current Year Equity Awards included in SCT (A) | Fair Value Adjustments to SCT Table (B) | CAP to PEO | | 2025 | $693,476 | $(128,748) | $79,913 | $644,641 | | 2024 | $813,323 | $(273,879) | $367,005 | $906,449 | | 2023 | $593,068 | $(82,470) | $81,536 | $592,134 |

  28. Pay Versus Performance

    (A) The reported value of equity awards represents the total amounts reported in the "Stock Awards" column in the SCT for the applicable year. (B) The equity award adjustments for each applicable year include the addition (or subtraction, if any, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts shown for 2023 have been corrected due to adjustments for the change in fair value from the end of the prior fiscal year to the vesting date for awards granted in prior years that vest in the covered fiscal year and the dollar value of dividends paid on stock awards in the covered fiscal year prior to the vesting date that were not otherwise reflected in the fair value of such award or included in any other component of the total compensation for the covered fiscal year as included in the table below. The amounts deducted or added in calculating the equity award adjustments are as follows:

  29. Pay Versus Performance

    | Year | Fair Value of Current Year Equity Awards at December 31, (a) | Change in Fair Value of Prior Years' Awards Unvested at December 31, (b) | Fair Value of Current Year Vested Awards (c) | Change in Fair Value of Prior Years' Awards Vested through the Year Ended December 31, (d) | Change in Value of Prior Year's Awards Failed to Vest through the Year Ended December 31, (e) | Dividends on Unvested Awards/Accrued Dividends (f) | Equity Value included in CAP (g) = (a)+(b)+(c)+(d)+(e)+(f) | | 2025 | $52,510 | $(9,508) | $24,394 | $(6,586) | $ — | $19,103 | $79,913 | | 2024 | $274,554 | $9,902 | $58,910 | $4,536 | $ — | $19,103 | $367,005 | | 2023 | $60,779 | $(3,870) | $14,541 | $696 | $ — | $9,390 | $81,536 |

  30. Pay Versus Performance

    (3) This column represents the average of the amounts reported for our non-PEO NEOs as group in the "Total" column of the SCT in each applicable year. The NEOs included for purposes of calculating the average amounts in each applicable year were Mr. O'Malley and Mr. Klimoski. (4) This column represents the average amount of "compensation actually paid" to our non-PEO NEOs as a group, as computed in accordance with Item 401(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described in Notes 2 and 3:

  31. Pay Versus Performance

    | Year | Average Reported SCT Total for Non-PEO NEOs | Average Grant Date Fair Value of Current Year Equity Awards included in SCT (A) | Average Fair Value Adjustments to SCT Table (B) | Average CAP to Non-PEO NEOs | | 2025 | $292,654 | $(56,154) | $57,685 | $294,185 | | 2024 | $354,138 | $(118,696) | $159,022 | $394,464 | | 2023 | $269,016 | $(35,969) | $35,386 | $268,433 |

  32. Pay Versus Performance

    (A) The reported value of equity awards represents the total amounts reported in the "Stock Awards" column in the SCT for the applicable year. (B) The equity award adjustments for each applicable year include the addition (or subtraction, if any, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts shown for 2023 have been corrected due to adjustments for the change in fair value from the end of the prior fiscal year to the vesting date for awards granted in prior years that vest in the covered fiscal year and the dollar value of dividends paid on stock awards in the covered fiscal year prior to the vesting date that were not otherwise reflected in the fair value of such award or included in any other component of the total compensation for the covered fiscal year as included in the table below. The amounts deducted or added in calculating the equity award adjustments are as follows:

  33. Pay Versus Performance

    | Year | Average Fair Value of Current Year Equity Awards at December 31, (a) | Average Change in Fair Value of Prior Years' Awards Unvested at December 31, (b) | Average Fair Value of Current Year Vested Awards (c) | Average Change in Fair Value of Prior Years' Awards Vested through the Year Ended December 31, (d) | Average Change in Value of Prior Year's Awards Failed to Vest through the Year Ended December 31, (e) | Average Value of Dividends on Unvested Awards/Accrued Dividends (f) | Total Average Equity Value included in CAP (g) = (a)+(b)+(c)+(d)+(e)+(f) | | 2025 | $45,808 | $(4,124) | $10,640 | $(2,862) | $ — | $8,223 | $57,685 | | 2024 | $118,992 | $4,314 | $25,531 | $1,963 | $ — | $8,222 | $159,022 | | 2023 | $26,508 | $(1,679) | $6,342 | $304 | $ — | $3,911 | $35,386 |

  34. Pay Versus Performance

    (5) Cumulative TSR is calculated assuming an initial investment of $100 in our common stock and calculating the value of such investment at the end of each year shown in the table, assuming reinvestment of any dividends. (6) This column represents the reported amount of net income reflected in our audited financial statements for the applicable year.

  35. 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 non-PEO NEOs to our cumulative total stockholder return and net income for the periods indicated.