Richard Smith
About Richard B. Smith
Richard B. Smith, age 71, is an independent director of Gyrodyne, LLC and the Board’s 2025 nominee for a new three‑year term; he first joined the Board in 2002 and his current term expires at the 2025 Annual Meeting . He holds an MBA in Finance from SUNY Albany (1983) and brings deep commercial banking experience and local zoning/government expertise to Gyrodyne’s real estate liquidation strategy . The Board has determined Smith is independent under Nasdaq rules and that he qualifies as an “audit committee financial expert,” reflecting his banking background and financial literacy . Smith beneficially owns 21,570 Gyrodyne shares (1.0% of outstanding), with no pledging disclosed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First National Bank of Long Island | Vice President, Commercial Banking Division | Feb 2006 – Dec 2018 | Leadership in commercial banking; financial oversight experience |
| Suffolk County National Bank | Senior Vice President, Private Banking | May 2000 – Feb 2005 | Private banking; client/credit risk management |
| Key Bank (Dime Savings Bank) | Various roles | ~10 years (prior to 2000) | Progressive banking roles; foundation in financial services |
| L.I. Trust / Apple Bank | Various roles | ~3 years (prior to 2000) | Additional banking operations experience |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Incorporated Village of Nissequogue | Mayor | Current | Local government leader; zoning/local land-use familiarity |
| Smithtown Historical Society | Trustee | Current | Community stewardship; local relationships |
| St. Catherine’s Medical Center (Smithtown) | Trustee | Former | Health system governance experience |
Board Governance
- Committee assignments: Audit (Chair), Compensation (Member), Investment (Member); not on Nominating .
- Independence: Board determined Smith is independent under Nasdaq listing standards .
- Attendance: Each director attended at least 90% of Board and applicable committee meetings in FY2024; Audit met 4x, Compensation 1x, Nominating 1x, Investment 0x .
- Annual Meeting engagement: All five directors attended the Company’s 2024 annual meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director retainer (cash) | $42,000 | Includes attendance at Board/committee meetings |
| Deferred Compensation Plan (DCP) election | 100% of director fees deferred | Directors (except Jan Loeb) elected to defer 100% of fees for 2020–2025; fixed 5% interest, lump sum due 12/15/2026 unless plan is terminated earlier with liquidation |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Vesting | Terms/Value Reference |
|---|---|---|---|---|
| Restricted Stock (Stock Plan) | 11/14/2023 | 20,362 shares | One‑third on each of first three anniversaries of grant and upon liquidating distribution; acceleration upon liquidating distribution; forfeiture if not serving at time of liquidating distribution (except death/disability/failure to be reelected) | Stock Plan exchange price set at $21.60 per share; 91,628 aggregate shares issued to participating directors replacing prior Bonus Plan participation |
- Retention Bonus Plan overhaul: In 2023, directors waived Bonus Plan benefits and shifted value to Stock Plan shares; changes reallocated bonus pool heavily toward CEO/COO to align with sale/distribution milestones, and delayed vesting until shareholder distributions occur, improving pay‑for‑performance alignment .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Smith .
- Private/nonprofit roles: Mayor of Nissequogue; Trustee at Smithtown Historical Society; former Trustee at St. Catherine’s Medical Center .
- Related‑party context: A below‑market lease with a not‑for‑profit chaired by Paul L. Lamb (Board Chair) was approved by independent directors; no Smith‑specific related‑party transactions disclosed .
Expertise & Qualifications
- Finance/banking: Decades of commercial/private banking roles; financial literacy and oversight experience .
- Audit committee qualification: Board designated Smith an “audit committee financial expert” .
- Local land‑use/zoning: Current mayoral role expected to aid oversight of zoning/entitlement strategy central to the Company’s plan of liquidation .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Richard B. Smith | 21,570 | 1.0% | No pledging indicated; percent calculated on 2,199,308 shares outstanding |
Insider Trades
| Date | Title of Security | Number of Shares | Transaction Type |
|---|---|---|---|
| 11/14/2023 | Common Shares | 20,362 | Grant, Award or Other Acquisition (Stock Plan) |
| 03/12/2024 | Common Shares | 346 | Other Acquisition or Disposition |
Governance Assessment
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Board effectiveness: Smith chairs Audit, is independent, and has financial expert designation—supportive of credible oversight of financial reporting and risk management; FY2024 committee cadence shows functioning Audit/Compensation/Nominating processes .
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Alignment and incentives: Directors shifted from cash/Bonus Plan participation to equity via the Stock Plan, with vesting tied to time and liquidating distributions—improving shareholder alignment in Gyrodyne’s liquidation strategy; Smith received 20,362 RSUs with vesting and distribution conditions .
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Independence and engagement: Independence affirmed; at least 90% meeting attendance and full director attendance at the 2024 annual meeting bolster engagement signals .
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Conflicts/related‑party exposure: No Smith‑specific related‑party transactions disclosed; Company prohibits hedging for officers/directors; lease with a not‑for‑profit tied to the Board Chair was approved by independent directors—mitigating governance risk .
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Shareholder oversight context: 2025 cooperation agreement with Star Equity reduced board size to four and capped Chair fees, indicating cost discipline and responsiveness to shareholder concerns; Smith is the sole 2025 nominee under the agreement .
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RED FLAGS: None disclosed specific to Smith (no pledging, no related‑party transactions, no legal proceedings). Note broader related‑party lease associated with Board Chair (approved by independent directors) and activist context managed via cooperation agreement; monitor continued independence rigor and transparency around property sales/distributions given liquidation incentives .