Peter Pitsiokos
Executive Vice President, Chief Operating Officer, Chief Compliance Officer and Corporate Secretary at Gyrodyne
Executive
About Peter Pitsiokos
Peter Pitsiokos (age 66) is Executive Vice President, Chief Operating Officer, Chief Compliance Officer, and Corporate Secretary of Gyrodyne, LLC. He joined Gyrodyne in July 1992, served as General Counsel from 1992–2004, and has held his current operating roles since 2004; he holds a law degree from Villanova University and a BA from Stony Brook University . Gyrodyne’s pay-versus-performance disclosure shows cumulative TSR of $49.85 (2022), $61.54 (2023), and $55.51 (2024), with changes in net assets of $7,339,729 (2022), $353,535 (2023), and $(124,721) (2024), reflecting the company’s liquidation-basis accounting and property sale execution cadence .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Gyrodyne, LLC | General Counsel | 1992–2004 | Legal oversight during pivotal real estate strategy period |
| Gyrodyne, LLC | EVP, COO, CCO; Corporate Secretary | 2004–present | Operational leadership of entitlement, compliance, and liquidation plan execution |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Suffolk County District Attorney (NY) | Executive Assistant District Attorney | n/a | Public-sector legal leadership; governance discipline |
| Town of Brookhaven (NY) | Assistant Director of Economic Development; Director of Water Resources | n/a | Economic development and regulatory experience relevant to zoning/entitlements |
| Three Village Central School District | Trustee | n/a | Community governance experience |
| Private law practice | Attorney representing real estate owners/managers/developers | n/a | Real-estate transactional and regulatory expertise |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 200,000 | 200,000 |
| Bonus ($) | 10,000 | — |
| Stock Awards ($) | — | — |
| Option Awards ($) | — | — |
| Non-Equity Incentive ($) | — | — |
| All Other Compensation ($) | — | — |
| Total ($) | 210,000 | 200,000 |
Employment agreement: base salary $200,000 with discretionary bonus; termination by either party at any time; if terminated without cause, 60-day notice, pro-rata salary for 60 days, plus severance equal to six months’ base salary (0.5x) from termination date; agreement effective May 15, 2014, amended January 25, 2018 to define property-related duties .
Performance Compensation
| Metric | Weighting / Formula | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Retention Bonus Plan tied to net property sale proceeds | Bonus pool funded at 4.12% of net sale proceeds up to $50,985,000; 6.72% for proceeds above that level; Pitsiokos share of reduced pool allocation: 39.789% | No explicit numeric targets; price floor removed to avoid perverse incentives | No payments in 2023, 2024, or H1 2025 | None to date | Continuous employment through closing and Board’s irrevocable determination of shareholder distribution; early payment only if cumulative employee pool ≥$500,000; limited entitlement for certain terminations within 3 years and IRR ≥4% |
Notes:
- Director participation was removed and replaced with restricted stock awards for directors in 2023; employee allocations (including COO) increased to align with shareholders .
- Early sale incentive (additional 1% pool if sold by June 30, 2024) applied at plan level; no payouts occurred .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Sep 6, 2024) | 0 shares; <1% of class |
| Beneficial ownership (as of Oct 6, 2025) | 0 shares; <1% of class |
| Options/RSUs outstanding | None; no unexercised options or unvested stock; no equity incentive awards outstanding |
| Pledging | Ownership table footnotes indicate no pledging unless disclosed; none indicated for Pitsiokos |
| Hedging policy | Officers/directors prohibited from hedging or monetization transactions in company securities |
| Insider trading controls | Blackout periods and mandatory pre-clearance for trades by officers/directors |
| Deferred Compensation Plan (DCP) | Officers/directors may elect to defer compensation at fixed 5% interest, payable Dec 15, 2026 or upon plan termination tied to liquidation; disclosure does not indicate if Pitsiokos elected deferral |
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement & role scope | Employment agreement effective May 15, 2014; COO/EVP/CCO/Secretary duties; amended Jan 25, 2018 for property-related responsibilities |
| Base salary & bonus | $200,000 base; discretionary bonus based on profitability/performance |
| Severance | If terminated without cause: 60-day notice; pro-rata salary through notice; severance equal to six months’ base salary |
| Change-in-control | No specific change-in-control bonus disclosed for Pitsiokos (CEO has $125,000 CIC bonus; not applicable to COO) |
| Clawback | Company’s clawback policy applies to current/former executive officers for restatements, regardless of misconduct, per Nasdaq Rule 10D-1 |
| Hedging & trading policy | Prohibits hedging; requires pre-clearance; blackout periods designated |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of initial fixed $100 investment (TSR) | $49.85 | $61.54 | $55.51 |
| Change in Net Assets (liquidation basis) | $7,339,729 | $353,535 | $(124,721) |
Additional observations:
- No reported insider transactions for Pitsiokos in the prior two years per proxy Appendix A (participants’ transaction table lists directors only) .
- Executive compensation philosophy explicitly tied to maximizing property sale values and shareholder distributions under the liquidation plan .
Investment Implications
- Compensation alignment: COO pay is predominantly fixed cash with potentially material, but deferred and contingent, upside via the Retention Bonus Plan; his 39.789% share of the reduced employee pool underscores strong linkage to property sale execution and timing of distributions to shareholders . With no payouts through H1’25, near-term cash incentives remain unrealized .
- Ownership and signaling: No direct share ownership, no options, and hedging prohibited reduce immediate selling pressure but represent limited “skin-in-the-game”; trading is tightly controlled via blackout and pre-clearance, and no recent insider trades are reported for him .
- Retention and change-of-control economics: Termination without cause yields 0.5x base salary severance with 60-day notice; no CIC bonus for Pitsiokos (unlike the CEO), implying modest retention economics outside of the bonus plan tied to successful asset dispositions .
- Execution risk: Company TSR and net asset changes reflect variability inherent in a liquidation strategy; the bonus formula (4.12%/6.72% of net sale proceeds) and vesting conditions incentivize operational execution of zoning/entitlements and timely asset sales, aligning COO incentives with maximizing net proceeds and distribution timing .
- Governance context: 2023 incentive redesign moved director participation out of the bonus plan to stock-based awards and increased employee allocations (including COO), addressing shareholder alignment concerns; clawback adoption further strengthens governance discipline over incentive payouts .