Gary Fitlin
About Gary Fitlin
Gary J. Fitlin, age 60, serves as President, Chief Executive Officer, Chief Financial Officer, and Treasurer of Gyrodyne (GYRO). He joined Gyrodyne in October 2009 as CFO and Treasurer, served as interim CEO from August 2012–February 2013, and was appointed CEO effective May 1, 2017. He is a CPA, an alumnus of Arthur Andersen & Co., and holds a BS in Accounting and Economics from SUNY Oswego. Prior roles include Director of Accounting Implementation at Lexington Realty Trust (NYSE) and VP & Corporate Controller at Source Media. Company performance disclosures show cumulative TSR (value of a fixed $100 investment) of $49.85 (2022), $61.54 (2023), and $55.51 (2024) and “Change in Net Assets” of $7,339,729 (2022), $353,535 (2023), and $(124,721) (2024) under the liquidation basis of accounting. Gyrodyne notes it does not use TSR or net income as compensation metrics.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gyrodyne, LLC | CFO & Treasurer | Oct 2009–present | Finance leadership through plan of liquidation and asset sales process |
| Gyrodyne, LLC | Interim President & CEO | Aug 2012–Feb 2013 | Continuity of leadership during CEO transition |
| Gyrodyne, LLC | President & CEO (appointed) | May 1, 2017–present | Oversight of property monetization and liquidating distributions strategy |
| Lexington Realty Trust (NYSE) | Director of Accounting Implementation | Jul 2006–Mar 2008 | Led M&A accounting integration for a public REIT |
| Source Media (f/k/a Thomson Media) | VP & Corporate Controller | Jun 2005–Jul 2006 | Global accounting, reporting, tax, systems, risk management |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stony Brook University | Chairman, CEO Leadership Committee | Not disclosed | External leadership and network connectivity |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | Other Cash/Perqs ($) | Total Cash Comp ($) |
|---|---|---|---|---|---|
| 2024 | 250,000 | Discretionary; % not disclosed | — | — (perqs < $10k aggregate) | 250,000 |
| 2023 | 250,000 | Discretionary; % not disclosed | 10,000 | — (perqs < $10k aggregate) | 260,000 |
Notes:
- Employment Agreement (effective April 1, 2013) sets base salary at $250,000 and provides for a discretionary bonus determined by the Board based on profitability and/or performance.
Performance Compensation
Retention Bonus Plan (Amended 2023 – Amendment No. 5)
| Component | Metric/Mechanics | Target/Rate | Vesting/Timing | Payout Status |
|---|---|---|---|---|
| Property Sale Proceeds Bonus | Net property sale proceeds (net of commissions) credited to a “bonus pool” | 4.12% up to $50,985,000; 6.72% above $50,985,000 | Employee must be continuously employed through both (i) sale closing and (ii) Board’s irrevocable determination of a shareholder distribution. Benefits generally not payable until liquidating cash distributions to shareholders; early payments only if cumulative employee pool credits ≥ $500,000. 3-year eligibility if termination due to death, disability, or voluntary termination after substantial pay reduction (no cause) and IRR ≥ 4% | No payments in 2023, 2024, or six months ended June 30, 2025 |
| CEO Allocation of Employee Pool | Allocation percentage of employee bonus pool | 44.211% post-Amendment No. 5 (up from 15.474% pre-amendment) | As above | As above |
Additional governance/alignment changes in 2023:
- Directors waived all plan benefits and reduced aggregate director benefits by $579,328; $1,716,436 shifted back to the Company (including forfeitures from retired directors). A Restricted Stock Award Plan replaced director participation, subject to shareholder approval. The price floor on property sales was removed.
Annual cash bonus program:
- Discretionary; Board considers company profitability/performance; no specific metric weightings disclosed.
Outstanding equity awards:
- None for executives as of 12/31/2024 (no unexercised options or unvested stock).
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 0 shares (as of Oct 6, 2025); <1% of class |
| Vested vs. Unvested Shares | N/A (no equity awards outstanding) |
| Stock Options (Exercisable/Unexercisable) | None outstanding as of 12/31/2024 |
| Pledging/Hedging | Hedging prohibited by securities trading policy; no pledges disclosed (beneficial ownership table notes no pledges unless indicated) |
| Ownership Guidelines | Not disclosed |
| Insider Transactions (last 2 yrs) | Participant transaction table lists directors; no transactions listed for Fitlin |
Implication: With zero share ownership and no equity awards, alignment relies on the Retention Bonus Plan’s proceeds-based formula and employment continuity through sale and distribution milestones.
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement Effective Date | April 1, 2013 (agreement dated May 15, 2013; entered May 17, 2013) |
| Term/At-Will | No required minimum period; either party may terminate at any time, with or without cause |
| Base Salary | $250,000 per year |
| Bonus | Discretionary, based on profitability/performance (Board-determined) |
| Change-in-Control (CIC) Bonus | $125,000 if employed as of the effective date of a change-in-control (defined per IRC §409A) |
| Severance – Without Cause | Requires ≥60 days’ written notice; pays pro rata salary through notice period, CIC bonus, and severance equal to six months’ base salary from termination date |
| Severance – For Cause | Pro rata salary through termination date |
| Executive Resignation | May terminate with 60 days’ written notice |
| Clawback/Tax Gross-Ups | Not disclosed |
| Deferred Compensation Plan | Nonqualified DCP available to officers and directors; elective deferrals earn fixed 5% and are scheduled to pay lump sum on Dec 15, 2026 (or earlier upon plan termination if a liquidation plan is established). Director participation noted; officer elections not specified. |
| Hedging Policy | Hedging/monetization transactions prohibited for officers and directors |
Performance & Track Record
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | $49.85 | $61.54 | $55.51 |
| Change in Net Assets (Liquidation Basis) | $7,339,729 | $353,535 | $(124,721) |
Context:
- Gyrodyne adopted liquidation basis accounting effective September 1, 2015; statements emphasize net assets and changes in net assets rather than traditional P&L metrics. The company states it does not use TSR or net income as compensation measures, relying instead on other performance objectives to increase shareholder value.
Compensation Structure Analysis
- Cash-heavy pay mix: 100% cash in 2023–2024 for Fitlin; no equity awards or option grants, and no outstanding equity awards as of year-end 2024. This reduces direct stock-price alignment but avoids equity overhang.
- Incentive architecture tied to execution of liquidation: CEO’s share of the employee pool raised to 44.211% under the 2023 amendment, with proceeds-based bonus rates and payment deferral until shareholder distributions, mitigating misalignment and front-running concerns; inclusion of a 4% IRR test for limited post-termination eligibility further strengthens discipline.
- Governance enhancements: Directors forfeited plan participation and shifted value back to the company; adoption of restricted stock plan for directors (not executives) and removal of sale price floor to avoid perverse incentives.
- Pay vs performance: “Compensation Actually Paid” equals SCT totals (no equity adjustments), consistent with a cash-only program; TSR declined in 2024 vs 2023.
Equity Ownership & Alignment (Detail)
| Metric | Value |
|---|---|
| Shares Beneficially Owned (10/6/2025) | 0 |
| % of Outstanding | <1% |
| Shares Pledged | None disclosed |
| Options In-the-Money Value | N/A (no options outstanding) |
Risk Indicators & Red Flags
- Zero personal equity stake: Potential alignment gap versus shareholders; compensation alignment relies on proceeds-based bonus mechanics and employment continuity.
- Hedging banned; no pledging disclosed: Reduces hedging-related misalignment risk.
- Legal/Proceedings: No material proceedings or specified adverse legal events for executive officers.
- Liquidity of incentive: No plan payouts in 2023, 2024, or H1’25; reduces near-term insider selling pressure but concentrates incentives on achieving qualifying sales and distributions.
Say-on-Pay & Shareholder Feedback
- 2023 program changes followed engagement with shareholders representing over 60% of outstanding shares; meaningful redesign of the Retention Bonus Plan to improve alignment.
Expertise & Qualifications
- CPA; former Arthur Andersen; senior finance roles in public-company environments; M&A and accounting system integration experience (Lexington Realty Trust) and global accounting/tax/risk management expertise (Source Media).
Employment & Contracts (Additional Notes)
- CIC definition references IRC §409A standards.
- At-will with 60-day notice, six months’ base salary severance on without-cause termination plus CIC bonus, which is a relatively moderate severance construct for a PEO at a micro-cap in liquidation.
Investment Implications
- Alignment: Absence of share ownership and equity awards could weaken direct stock-price alignment; however, the proceeds-based Retention Bonus Plan (CEO allocation 44.211%) with payment only after shareholder distributions and removal of sale price floors materially reduces misalignment risk and supports value-maximizing sales.
- Incentive timing and pressure: With no bonus pool payouts through H1’25, near-term insider selling pressure is low; incentive value is back-end loaded and contingent on closing asset sales and Board-authorized distributions.
- Retention and change-in-control economics: Six months’ base salary severance plus a fixed $125,000 CIC bonus create modest retention and transaction continuity incentives without excessive parachute risk.
- Execution risk: TSR volatility and a negative “Change in Net Assets” in 2024 underscore sensitivity to asset sale timing and pricing under liquidation accounting; management’s payout depends on achieving qualifying proceeds and distributions, aligning focus on closing value-accretive transactions.