Ronald Macklin
About Ronald J. Macklin
Ronald J. Macklin (age 63) has served on Gyrodyne’s board since 2003. He is a retired Senior Vice President and U.S. General Counsel for National Grid plc and formerly held legal leadership roles at KeySpan Corporate Services; earlier he practiced at Rosenman & Colin and Cullen & Dykman. He holds a B.A. from Stony Brook University and a J.D. from Union University’s Albany Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Grid plc | SVP & U.S. General Counsel | 2015–Apr 2019 | Legal, compliance, corporate transactions; real estate and litigation expertise |
| KeySpan Corporate Services | Various roles, Office of General Counsel | 1991–2016 | Legal, financial management, compliance |
| Rosenman & Colin; Cullen & Dykman | Associate | Not disclosed | Corporate legal practice |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| — | None disclosed in proxy filings | — |
No current or prior public company directorships beyond GYRO are disclosed for Macklin .
Board Governance
- Independence: Board determined Macklin is independent under Nasdaq listing standards .
- Committee assignments:
- Audit Committee member; Audit Chair is Richard B. Smith .
- Compensation Committee member; Compensation Chair is Paul L. Lamb .
- Nominating Committee member; Nominating Chair is Nader G.M. Salour .
- Not currently on Investment Committee (members: Loeb, Smith, Salour) .
- Attendance: In FY2024 the board held 14 meetings; each director attended at least 90% of board and committee meetings . In FY2023, each director attended at least 75% . All five directors attended the 2024 annual meeting .
- Shareholder engagement/activism: On Oct 16, 2025 the company entered a cooperation agreement with Star Equity, including reducing board size to four, nominating only Richard B. Smith for election, capping aggregate Chair fee at $65,000, and reimbursing Star Equity up to $25,000 in expenses .
- Policies: Hedging by officers/directors is prohibited; insider trading policy requires pre-clearance and designates blackout periods . Directors have indemnification agreements .
Fixed Compensation
| Component | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Annual director fee (cash) | $42,000 | $42,000 | Includes attendance at board and committee meetings |
| Chairman’s fee | $78,000 | $78,000 | Total Chair comp = $120,000 (fee + chair fee) |
| Board fee policy change | — | 2025: No increase; Chair aggregate fee capped at $65,000 | Cooperation Agreement provision |
| Deferred Compensation Plan (DCP) election | 100% of director fees deferred (except Jan Loeb) | 100% deferred for 2020–2025 (except Jan Loeb) | Fixed 5% interest; lump-sum payment scheduled 12/15/2026 (or earlier upon liquidation plan and plan termination) |
Performance Compensation
| Metric | Detail |
|---|---|
| Restricted Stock Award Plan (Stock Plan) grant | On 11/14/2023, Macklin received 20,362 restricted shares under the Stock Plan, in exchange for waiving Bonus Plan benefits . |
| Valuation references | 2023 proxy “New Plan Benefits Table” shows $217,873.40 value for 20,362 shares, based on $10.70 closing price on 8/31/2023 . 2025 proxy notes an aggregate 91,628 shares issued to directors at an exchange price per share of $21.60 (estimated NAV at exchange) . |
| Vesting schedule | Vests in equal one-third tranches on each of the first three anniversaries of the grant date and upon a liquidating distribution to shareholders; vesting can accelerate upon a liquidating distribution . |
| Forfeiture conditions | Unvested shares forfeited if the participant is no longer on the board when liquidating distributions are paid, except for death/disability/failure to be reelected . |
Directors no longer participate in the Retention Bonus Plan as of Amendment No. 5 (Sept 5, 2023); director benefits were waived and not reallocated .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| — | — | No interlocks disclosed for Macklin |
Expertise & Qualifications
- Legal and financial management expertise in corporate transactions, real estate matters, litigation, compliance, and business ethics .
- Senior executive legal experience at a major utility (National Grid) and KeySpan .
- Education: B.A. (Stony Brook), J.D. (Albany Law School) .
Equity Ownership
| Data Point | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial ownership (shares) | 20,362 grant on 11/14/2023 | 30,415 shares (1.4%) as of 9/6/2024 | 30,441 shares (1.4%) as of 10/6/2025 |
| Pledged shares | Not indicated; beneficial owners have not pledged securities unless otherwise noted | — | — |
| Hedging policy | Prohibits hedging/monetization by officers/directors | — | Prohibits hedging |
Insider transactions (last 24 months):
| Date | Title of Security | Shares | Transaction Type |
|---|---|---|---|
| 11/14/2023 | Common shares | 20,362 | Grant/Award/Other Acquisition (Stock Plan) |
| 03/12/2024 | Common shares | 8,698 | Other Acquisition or Disposition |
Board Governance (Attendance and Votes)
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Board meetings held | 14 (FY2023) | 14 (FY2024) | — |
| Director attendance | ≥75% for each director | ≥90% for each director | — |
| Annual meeting attendance | All five directors attended | — | — |
| Say‑on‑Pay votes (FOR/AGAINST/ABSTAIN/Broker non‑vote) | — | 1,061,249 / 283,493 / 10,972 / 585,051 | 1,392,477 / 31,202 / 362 / 38,531 |
Related‑Party Transactions and Conflicts
- Lease with a not‑for‑profit chaired by Board Chair Paul L. Lamb (below‑market consolidated lease signed March 2022; board’s independent members approved; rental revenue $54,160 in 2024) . Lamb’s firm provided pro bono legal services to the not‑for‑profit . No direct involvement or benefit disclosed for Macklin in this arrangement.
- Directors have indemnification agreements; standard governance protection .
- No material proceedings or disclosable legal events for directors in past ten years .
Governance Assessment
- Independence and committee engagement: Macklin is independent and serves on Audit, Compensation, and Nominating—positions that enhance oversight of financial reporting, pay practices, and board refreshment .
- Attendance/engagement: Documented high attendance (≥90% in 2024; ≥75% in 2023) supports active oversight .
- Alignment: Deferred 100% of director fees under the DCP (5% interest, payout aligned with dissolution timing), and accepted equity under the Stock Plan with vesting tied to time and liquidation distributions—both signal alignment with long‑term shareholder outcomes during the plan of liquidation .
- Pay structure: Director compensation appears modest (annual $42,000; no meeting or committee fees), with the Chair fee reduced prospectively per Cooperation Agreement—a shareholder‑friendly signal .
- RED FLAGS: None directly attributable to Macklin in filings. Board‑level related‑party lease involving the Chair is disclosed and approved by independent directors ; continued monitoring advisable.
- Shareholder support: Strong Say‑on‑Pay approval in 2025 and solid support in 2024; Macklin’s own re‑election in 2024 garnered a plurality despite withhold votes—board has engaged with activists and adopted structural changes .