Nader Salour
About Nader G.M. Salour
Independent director (age 66) serving on Gyrodyne’s Board since 2006. Salour is Principal of Cypress Realty of Florida (since 2000) and brings deep real estate development, construction, project analysis, and financing expertise; the Board cites his real estate track record as the rationale for his continued service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abacoa Development Company | President | Jun 1996–Jun 2006 | Led real estate development; relevant to Gyrodyne’s liquidation/zoning strategy |
| Economic Council of Palm Beach County | Director | 2004–2016 | Public-private engagement experience |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Cypress Realty of Florida, LLC | Principal | Since 2000 | Real estate agency leadership |
| NP Devland Holdings LLC | Director | Current | Private company directorship |
| Abacoa Partnership for Community | Director | Since Dec 1997 | Non-profit foundation |
Board Governance
- Independence: Salour is an independent director under Nasdaq rules; all current directors are independent .
- Attendance: In FY2024, each director attended at least 90% of Board and committee meetings; Board held 14 meetings .
- Committees and roles:
- Audit Committee: Member; Chair is Richard B. Smith; met 4 times in FY2024; all members financially literate and independent .
- Nominating Committee: Chair; met 1 time in FY2024; all members independent .
- Compensation Committee: Member; Chair is Paul L. Lamb; met 1 time in FY2024; all members independent .
- Investment Committee: Member; Chair is Jan H. Loeb; did not meet in FY2024; oversees asset sale and liquidation process .
- Term: First became a director in 2006; current term expires in 2026 .
| Committee | Role | Chair | Meetings (FY2024) | Independence |
|---|---|---|---|---|
| Audit | Member | Richard B. Smith | 4 | Yes |
| Nominating | Chair | — | 1 | Yes |
| Compensation | Member | Paul L. Lamb | 1 | Yes |
| Investment | Member | Jan H. Loeb | 0 | Yes |
Additional governance context:
- Board-shareholder communications: Board does not provide a direct process for shareholders to send communications to directors; management serves as the public voice .
- 2025 cooperation agreement: Company agreed with Star Equity to avoid proxy contest; Board size reduced to four; standstill extends to Dec 31, 2027 if both Salour and Loeb are re-nominated and accept re-nomination in 2026 .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual director fee (cash) | $42,000 | Includes Board and committee meeting attendance |
| Chairman of the Board fee (for Chair only) | $78,000 | Total $120,000 for Chairman; Salour is not Chair |
| Fees earned (reported) | $42,000 | Salour’s FY2024 director fees |
| Deferred Compensation Plan election | 100% of director fees deferred (2020–2025) | All directors except Loeb elected to defer 100% of fees under DCP |
Performance Compensation
| Award Type | Grant Date | Shares | Vesting Schedule | Performance/Trigger |
|---|---|---|---|---|
| Stock Plan shares (to replace prior director Bonus Plan participation) | Nov 14, 2023 | 20,362 | Equal one-third on each of first three anniversaries of grant; unvested shares also vest at time of a liquidating distribution; unvested forfeited if director not serving when liquidating distributions are paid (except death/disability/failure to be reelected) | Event-based vesting tied to liquidating distribution; Stock Plan adopted Sept 5, 2023; aggregate director exchange 91,628 shares at $21.60 NAV per share |
No option awards, RSUs/PSUs, or meeting fees were disclosed for directors in FY2024; director equity compensation occurred via the 2023 Stock Plan conversion, not via ongoing annual equity grants in 2024 .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlocks |
|---|---|---|---|
| NP Devland Holdings LLC | Private | Director | None disclosed with Gyrodyne customers/suppliers |
| Cypress Realty of Florida, LLC | Private | Principal | None disclosed |
| Abacoa Partnership for Community | Non-profit | Director | None disclosed |
| Economic Council of Palm Beach County | Non-profit | Former Director | None disclosed |
No public company directorships for Salour were disclosed .
Expertise & Qualifications
- Real estate development, construction, project analysis, and financing (Abacoa and Cypress Realty experience) .
- Audit committee financial literacy; member of an all-independent Audit Committee with a designated financial expert (Richard B. Smith) .
- Experience aligned with Gyrodyne’s liquidation/zoning strategy overseen by the Investment Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Pledged as Collateral |
|---|---|---|---|
| Nader G.M. Salour | 33,918 | 1.5% (outstanding shares 2,199,308 as of Oct 6, 2025) | Not pledged, unless otherwise indicated (none for Salour) |
Additional ownership-related data:
- 20,362 Stock Plan shares were granted on Nov 14, 2023 and are subject to vesting per the Stock Plan terms (see Performance Compensation section) .
Insider Trades
| Date | Title of Security | Number of Shares | Transaction Type |
|---|---|---|---|
| Mar 12, 2024 | Common Shares | 9,690 | Other Acquisition or Disposition |
| Nov 14, 2023 | Common Shares | 20,362 | Grant, Award or Other Acquisition |
Governance Assessment
- Strengths: Independent status; ≥90% attendance; multi-committee engagement including Audit, Compensation, and Investment; chairing Nominating Committee underscores governance focus .
- Alignment: Meaningful personal share ownership (33,918; 1.5% of class); equity interest via Stock Plan grant; 100% fee deferral under DCP (2020–2025) signals long-term orientation during liquidation strategy .
- Shareholder sentiment: 2025 Say‑on‑Pay approved with 1,392,477 “FOR” vs. 31,202 “AGAINST” and 362 abstentions (38,531 broker non‑votes), indicating strong support for compensation philosophy in current structure .
- Watch items / RED FLAGS:
- Investment Committee did not meet in FY2024 despite overseeing asset sale/liquidation—monitor execution discipline and committee engagement .
- Compensation Committee met only once in FY2024—ensure adequate oversight as liquidation milestones evolve .
- Board does not provide a direct shareholder-to-board communication channel—less investor-friendly practice for governance engagement .
- Cooperation agreement conditions influence Board size/composition; standstill extension linked to re‑nomination of Salour and Loeb—potential entrenchment dynamics, though it stabilized governance during contested period .
- Related-party considerations: Leasing arrangements with a not‑for‑profit where the Chairman serves as Chair/director; approved by independent directors; not involving Salour, but remains a governance sensitivity to monitor .
Summary Implications for Investors
Salour’s real estate expertise and multi-committee participation support Board effectiveness during Gyrodyne’s liquidation and zoning strategy. His personal ownership, deferred cash fees, and Stock Plan equity provide skin‑in‑the‑game, though committee meeting frequency (Investment/Compensation) and limited shareholder communication mechanisms warrant attention as execution risk indicators .