CEO Francis Kavanaugh was paid $274,060 in fiscal year 2025, ↑ up 3.4% from fiscal year 2024 (SEC filing 0001104659-26-061887 ↗): 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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MDRR's next annual pay disclosure, estimated May 15, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| C. Brent Winn Jr. | $175,000 | $0 | $99,067 | $0 | $0 | $0 | $0 | $274,067 |
| Chief Financial Officer | ||||||||
| Francis Kavanaugh | 75,000 | 0 | 199,060 | 0 | 0 | 0 | 0 | 274,060 |
| 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| C. Brent Winn Jr. | $274,067 | $250,000 | — | ↑ +24,067 |
| Francis Kavanaugh | 274,060 | 265,000 | — | ↑ +9,060 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Emanuel D. Neuman | RSU | 25,000 | — | $75,000 |
| Marc Carlson | RSU | 12,500 | — | 12,500 |
| Kory Kramer | RSU | 12,500 | — | 12,500 |
| Emanuel D. Neuman | RSU | 12,500 | — | 37,500 |
| Neil P. Farmer | RSU | 12,500 | — | 12,500 |
| Alfred Lee Finley | RSU | 12,500 | — | 12,500 |
| David Lunin | RSU | 12,500 | — | 12,500 |
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-16 | 685,068 | 24,065 | 2,472 | 96.61% | Passed |
| 2025 | 2025-06-17 | 656,057 | 43,497 | 8,646 | 93.78% | Passed |
| 2024 | 2024-09-12 | 581,443 | 48,076 | 2,407 | 92.36% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-06-16 | 96.61%a |
| 2025 | 2025-06-17 | 93.78%b |
| 2024 | 2024-09-12 | 92.36%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.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Alfred Lee FinleyIndependent | $12,500 | $12,500 | — | — | $0 | $25,000 |
| Marc CarlsonIndependent · Compensation · Nominating | 12,500 | 12,500 | — | — | 0 | 25,000 |
| Kory KramerIndependent | 12,500 | 12,500 | — | — | 0 | 25,000 |
| David LuninIndependent · Audit (Chair) · Compensation | 12,500 | 12,500 | — | — | 0 | 25,000 |
| Neil P. FarmerIndependent · Lead Independent Director · Audit · Compensation (Chair) · Nominating | 12,500 | 12,500 | — | — | 0 | 25,000 |
| Emanuel D. NeumanIndependent · Audit · Compensation · Nominating (Chair) | 12,500 | 12,500 | — | — | 0 | 25,000 |
| Francis P. KavanaughEmployee director · Board Chair | 0 | 0 | — | — | 0 | 0 |
| Annual cash retainer | $12,500 |
|---|---|
| Annual equity retainer | $12,500 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $75,000 |
| Equity awards (grant-date value) | $75,000 |
| All other compensation | $0 |
| Total cost of the board | $150,000 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Medalist Diversified REIT | 2025 | Francis 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.
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.
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.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, C. Brent Winn Jr. | DEF 14A | 2026-05-15 | 0001104659-26-061887 | Section “Executive Compensation”. As printed: 274,067. Filing ↗ |
| 2 | Section 01, Francis Kavanaugh | DEF 14A | 2026-05-15 | 0001104659-26-061887 | Section “Executive Compensation”. As printed: 274,060. Filing ↗ |
| 3 | Section 08, Alfred Lee Finley | DEF 14A | 2026-05-15 | 0001104659-26-061887 | Section “Director Compensation”. As printed: 25,000. Filing ↗machine: span 479419–479586 |
| 4 | Section 08, Marc Carlson | DEF 14A | 2026-05-15 | 0001104659-26-061887 | Section “Director Compensation”. As printed: 25,000. Filing ↗machine: span 473235–473402 |
| 5 | Section 08, Kory Kramer | DEF 14A | 2026-05-15 | 0001104659-26-061887 | Section “Director Compensation”. As printed: 25,000. Filing ↗machine: span 485635–485802 |
| 6 | Section 08, David Lunin | DEF 14A | 2026-05-15 | 0001104659-26-061887 | Section “Director Compensation”. As printed: 25,000. Filing ↗machine: span 482588–482755 |
| 7 | Section 08, Neil P. Farmer | DEF 14A | 2026-05-15 | 0001104659-26-061887 | Section “Director Compensation”. As printed: 25,000. Filing ↗machine: span 476407–476574 |
| 8 | Section 08, Emanuel D. Neuman | DEF 14A | 2026-05-15 | 0001104659-26-061887 | Section “Director Compensation”. As printed: 25,000. Filing ↗machine: span 489107–489274 |
| 9 | Section 08, Francis P. Kavanaugh | DEF 14A | 2026-05-15 | 0001104659-26-061887 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 10 | Section 06, 2026 vote | Form 8-K | 2026-06-17 | 0001104659-26-075174 | Item 5.07 · say-on-pay result. As reported: 96.61% (votes for as printed: 685,068). Filing ↗ |
| 11 | Section 06, 2025 vote | Form 8-K | 2025-06-20 | 0001558370-25-008771 | Item 5.07 · say-on-pay result. As reported: 93.78% (votes for as printed: 656,057). Filing ↗ |
| 12 | Section 06, 2024 vote | Form 8-K | 2024-09-16 | 0001558370-24-012819 | Item 5.07 · say-on-pay result. As reported: 92.36% (votes for as printed: 581,443). Filing ↗ |
| 13 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 14 | Section 09b board cost (computed) | Computed | — | — | Cash 75,000 + equity 75,000 + all other 0 = 150,000, summed across the director compensation table rows.machine: formula: Σ = 150,000 |
| 15 | Medalist Diversified REIT (subject), Section 10b CEO total | DEF 14A | 2026-05-15 | 0001104659-26-061887 | CEO total compensation as printed in Medalist Diversified REIT's own proxy. As printed: 274,060. Filing ↗ |
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