Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-06-17

Medalist Diversified REIT (MDRR)

CEO Francis Kavanaugh was paid $274,060 in fiscal year 2025: executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$274,067
C. Brent Winn Jr. total, FY2025
Chief Financial Officer — highest-paid officer; CEO Francis Kavanaugh: $274,060
—
CEO (Francis Kavanaugh) pay percentile vs peers
—
CEO-to-median pay ratio
96.61%
Say-on-pay support, latest vote

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Companies that benchmark against MDRR
No companies currently name MDRR as a compensation peer in their most recent disclosure.

This is the complete answer, not a partial one — the list is never padded.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
C. Brent Winn Jr.$175,000$0$99,067$0$0$0$0$274,067
Chief Financial Officer
Francis Kavanaugh75,0000199,0600000274,060
CEO and President

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
C. Brent Winn Jr.$274,067$250,000—+24,067
Francis Kavanaugh274,060265,000—+9,060

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Emanuel D. NeumanRSU25,000—$75,000
Marc CarlsonRSU12,500—12,500
Kory KramerRSU12,500—12,500
Emanuel D. NeumanRSU12,500—37,500
Neil P. FarmerRSU12,500—12,500
Alfred Lee FinleyRSU12,500—12,500
David LuninRSU12,500—12,500
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-06-16685,06824,0652,47296.61%Passed
20252025-06-17656,05743,4978,64693.78%Passed
20242024-09-12581,44348,0762,40792.36%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-06-1696.61%a
20252025-06-1793.78%b
20242024-09-1292.36%c

a. Approved under the standard stated in the filing — “​ Abstentions and any broker non-votes will not count as votes cast on the proposal and will not affect the outcome of the vote but will be considered "present" for the purpose of determining a quorum.”.

b. Approved under the standard stated in the filing — “​ Abstentions and any broker non-votes will not count as votes cast on the proposal and will not affect the outcome of the vote but will be considered "present" for the purpose of determining a quorum.”.

c. Approved under the standard stated in the filing — “​ Abstentions and any broker non-votes will not count as votes cast on the proposal and will not affect the outcome of the vote but will be considered "present" for the purpose of determining a quorum.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Neil P. FarmerIndependent · Lead Independent Director · Audit · Compensation (Chair) · Nominating$12,500$12,500——$25,000$25,000
Marc CarlsonIndependent · Compensation · Nominating12,50012,500——25,00025,000
Kory KramerIndependent · Departed during FY12,50012,500——25,00025,000
David LuninIndependent · Audit (Chair) · Compensation12,50012,500——25,00025,000
Emanuel D. NeumanIndependent · Audit · Compensation · Nominating (Chair)12,50012,500——25,00025,000
Alfred Lee FinleyIndependent · Departed during FY12,50012,500——25,00025,000
Francis P. KavanaughEmployee director · Board Chair00——00
09

Board fee structure and ownership guideline

Annual cash retainer$12,500
Annual equity retainer$12,500
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)—
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$75,000
Equity awards (grant-date value)$75,000
All other compensation$150,000
Total cost of the board$300,000

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Medalist Diversified REIT2025Francis Kavanaugh$75,000$199,060$0$0$274,060

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

FAQ

Frequently asked questions

Who was the highest-paid executive at Medalist Diversified REIT in fiscal 2025?
As disclosed, C. Brent Winn Jr., the Chief Financial Officer, was the highest-paid executive at Medalist Diversified REIT in fiscal 2025 with total compensation of $274,067.
How does Medalist Diversified REIT's chief executive pay compare to its disclosed peer group?
The filing shows that the CEO pay percentile of disclosed peers is not disclosed.
What is Medalist Diversified REIT's CEO-to-median employee pay ratio?
The CEO-to-median employee pay ratio is not disclosed in this filing.
How did shareholders vote on Medalist Diversified REIT's executive compensation?
As disclosed, 96.61% of shareholders supported the executive compensation proposal in the latest vote.
How much does Medalist Diversified REIT spend in total on board compensation for fiscal 2025?
The company reported total board compensation of $300,000 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, C. Brent Winn Jr.DEF 14A2026-05-150001104659-26-061887Section “Executive Compensation”. As printed: 274,067. Filing ↗
2Section 01, Francis KavanaughDEF 14A2026-05-150001104659-26-061887Section “Executive Compensation”. As printed: 274,060. Filing ↗
3Section 08, Neil P. FarmerDEF 14A2026-05-150001104659-26-061887Section “Director Compensation”. As printed: 25,000. Filing ↗machine: span 476407–476574
4Section 08, Marc CarlsonDEF 14A2026-05-150001104659-26-061887Section “Director Compensation”. As printed: 25,000. Filing ↗machine: span 473235–473402
5Section 08, Kory KramerDEF 14A2026-05-150001104659-26-061887Section “Director Compensation”. As printed: 25,000. Filing ↗machine: span 485635–485802
6Section 08, David LuninDEF 14A2026-05-150001104659-26-061887Section “Director Compensation”. As printed: 25,000. Filing ↗machine: span 482588–482755
7Section 08, Emanuel D. NeumanDEF 14A2026-05-150001104659-26-061887Section “Director Compensation”. As printed: 25,000. Filing ↗machine: span 489107–489274
8Section 08, Alfred Lee FinleyDEF 14A2026-05-150001104659-26-061887Section “Director Compensation”. As printed: 25,000. Filing ↗machine: span 479419–479586
9Section 08, Francis P. KavanaughDEF 14A2026-05-150001104659-26-061887Section “Director Compensation”. As printed: 0. Filing ↗
10Section 06, 2026 voteForm 8-K2026-06-170001104659-26-075174Item 5.07 · say-on-pay result. As reported: 96.61% (votes for as printed: 685,068). Filing ↗
11Section 06, 2025 voteForm 8-K2025-06-200001558370-25-008771Item 5.07 · say-on-pay result. As reported: 93.78% (votes for as printed: 656,057). Filing ↗
12Section 06, 2024 voteForm 8-K2024-09-160001558370-24-012819Item 5.07 · say-on-pay result. As reported: 92.36% (votes for as printed: 581,443). Filing ↗
13Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
14Section 09b board cost (computed)Computed——Cash 75,000 + equity 75,000 + all other 150,000 = 300,000, summed across the director compensation table rows.machine: formula: Σ = 300,000
15Medalist Diversified REIT (subject), Section 10b CEO totalDEF 14A2026-05-150001104659-26-061887CEO total compensation as printed in Medalist Diversified REIT's own proxy. As printed: 274,060. Filing ↗

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