Douglas Polinsky
About Douglas Polinsky
Douglas M. Polinsky (age 66) co‑founded Mill City Ventures III, Ltd. in 2006 and has served as Chief Executive Officer since inception; he was Chairman and CEO until July 31, 2025, when the chair role moved to Marius Barnett and the company was renamed Sui Group Holdings Limited, with Polinsky remaining CEO and director . He holds a B.S. in Hotel Administration from UNLV (1981) and is President of Great North Capital Consultants, Inc. (since 1994) . Recent performance metrics disclosed include cumulative TSR values (initial $100) of $52.00 (2024), $65.33 (2023), and $56.16 (2022), and a net increase in net assets of $1,167,726 in 2024 versus a decrease of $(1,165,506) in 2023 . In 2024, investment income was $3.30 million with net investment gain of $1.33 million (versus a $(0.42) million net investment loss in 2023) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Mill City Ventures III, Ltd. / Sui Group Holdings Limited | Co‑founder; CEO and Chairman (to 7/31/2025); CEO and Director (from 7/31/2025) | 2006–present | Led capital actions including proposals to increase authorized shares to 2.0B and establish a $500M principal equity facility; oversaw issuance of management warrants in 2025 . |
| Great North Capital Consultants, Inc. | President | 1994–present | Hard‑money/specialty financing experience relevant to MCVT’s lending model . |
| Liberated Syndication, Inc. (Libsyn) | Independent Director; Audit and Compensation Committees | 2015–2024 | Public company board and committee experience (audit/compensation) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Liberated Syndication, Inc. | Independent Director; Audit and Compensation Committees | 2015–2024 | Served on audit and compensation committees; no longer on board after 2024 . |
Fixed Compensation
| Component (USD) | 2023 | 2024 |
|---|---|---|
| Base salary | $200,000 | $200,000 |
| Cash bonus (declared following year) | $125,000 (paid Jan 2024) | $150,000 (paid Jan 2025) |
| All other comp (health/401k) | $36,512 | $40,274 |
| Total reported | $361,512 | $390,274 |
Employment agreement timeline (base salary and term):
- Jan 1, 2023–Dec 31, 2024: Base $200,000; two‑year term .
- Jan 1, 2025–Dec 31, 2026: Base $220,000; two‑year term (10‑K subsequent event) .
- Effective July 31, 2025: New agreement with base $450,000; three‑year term .
Performance Compensation
Equity awards and warrants:
- Stock options: 250,000 options (exercisable) granted Nov 23, 2022 at $2.12, expiring Nov 23, 2032; outstanding at Dec 31, 2024 .
- Management Warrants (issued July 31, 2025): per executive, 311,347 @ $5.42; 207,565 @ $6.504; 103,782 @ $7.046; five‑year term; vesting 25% at each of 6, 12, 18, and 24 months from issue (employment‑based); exercise subject to Nasdaq 5635(c) shareholder approval; beneficial ownership limits and registration rights apply .
Performance metric linkage:
- The company did not disclose formulaic performance metrics, weightings, or targets for annual bonuses or equity in 2023–2024; executive pay consisted of salary, discretionary cash bonus, and previously granted options .
Vesting and potential selling pressure:
- Warrants vest quarterly over two years starting six months after 7/31/2025; at the reference market price used in Proposal 4 ($4.91 on Aug 1, 2025), the 2025 warrant tranches were out‑of‑the‑money (strikes $5.42/$6.504/$7.046), implying limited near‑term exercise/sale pressure unless the stock trades above strikes .
Equity Ownership & Alignment
| Ownership snapshot | Shares | % Outstanding |
|---|---|---|
| DEF 14A (Oct 11, 2024) | 671,322 | 10.12% |
| 10‑K (Mar 10, 2025) | 680,762 | 10.26% |
| DEF 14A (Aug 26, 2025) | 680,762 | “Less than 1%” (82,148,429 shares outstanding) |
Additional alignment details:
- Breakdown (Aug 26, 2025): includes 128,915 shares via Lantern Advisers, LLC (co‑owned with CFO), 301,847 direct, and 250,000 options exercisable within 60 days .
- Hedging/pledging: The insider trading policy prohibits hedging, short sales, and similar monetization transactions; pledging is prohibited by policy language on derivatives and hedging/short sales .
- Stock ownership guidelines: No guidelines were described in the cited 2024/2025 proxy statements or 2024 Form 10‑K .
Employment Terms
| Effective date | Term | Base salary | Non‑compete / non‑solicit | Severance for non‑cause | Change‑in‑control |
|---|---|---|---|---|---|
| Jan 1, 2023 | 2 years (to Dec 31, 2024) | $200,000 | 2 years; confidentiality covenants | Base salary through remaining term | None |
| Jan 1, 2025 | 2 years (to Dec 31, 2026) | $220,000 | 2 years; confidentiality | Base salary through remaining term | None |
| Jul 31, 2025 | 3 years (to Jul 31, 2028) | $450,000 | 1 year; confidentiality | Base salary through remaining term | None |
Other benefits: Eligible for company‑provided health insurance and 401(k) with company match (up to 5% of base salary); 401(k) safe harbor match totaled $20,000 for the plan in 2024 (company aggregate) .
Board Governance and Service
- Board service history and roles: Polinsky co‑founded the company and served as Chairman and CEO until July 31, 2025; since then he serves as CEO and director with Marius Barnett as Chairman .
- Independence and committees (Aug 2025): Only two directors (Liszt and Wagner) are independent under Nasdaq rules; Audit Committee (Liszt, Wagner); Compensation Committee (Liszt, chair); Nominating & Governance Committee (Liszt, chair). The Board intends to appoint additional independent directors to restore Nasdaq independence compliance .
- Attendance: In FY 2024, the Board held six meetings; all directors attended board and committee meetings; no directors attended the 2024 annual shareholder meeting .
- Dual‑role implications: The 2024 proxy endorsed a combined Chair/CEO model; post‑July 2025 the roles are separated, reducing concentration of power at the CEO level; however, with only two independent directors as of Aug 2025, independence remains a governance focus until additional independent directors are appointed .
Director compensation and executive director status:
- Independent directors: $40,000 annual cash retainer; 2024 bonuses of $60,000 per independent director (paid Jan 2025) .
- Executive directors (Polinsky): No director fees disclosed for executives; compensation reported under executive tables .
Related‑Party Transactions (Governance Red Flags)
- In July 2024, MCVT purchased a 50% participation interest ($1.15M) in a secured loan from Great North Capital Corp., wholly owned by Polinsky; the Board approved the transaction with Polinsky abstaining .
- Historical line of credit included a director (Lyle Berman) as a lender; terminated in Jan 2024 after repayment .
Risk Indicators and Red Flags
- Material weakness in internal control over financial reporting as of Dec 31, 2024, related to proper GAAP accounting for transactions; remediation plan involves adding external accounting expertise .
- Significant dilution capacity: proposal to increase authorized shares from 111.1M to 2.0B; Board cites capital needs including SUI Treasury Strategy .
- $500M principal equity facility (PEF) with A.G.P.; at a $4.91 reference price, full draw implies estimated dilution of ~124% over one year if fully utilized .
- Management Warrants (aggregate 1,245,388 across CEO/CFO) are dilutive upon exercise; shareholder approval sought under Nasdaq 5635(c) for issuance of shares upon exercise .
- CFO background: NASD administrative finding in 2003 barring association with NASD members, underscoring governance sensitivity around controls and compliance .
- Hedging and monetization transactions are prohibited by policy, reducing misalignment risks from hedging/pledging .
Investment Implications
- Pay structure and alignment: 2023–2024 compensation was cash‑heavy with no new equity grants; 2025 added multi‑strike management warrants that vest over two years and are out‑of‑the‑money at the $4.91 reference price, limiting near‑term selling pressure; legacy options (250k @ $2.12) are in‑the‑money at that reference price, offering potential liquidity, but hedging/pledging are prohibited .
- Retention and contract economics: Mid‑2025 agreements increased CEO base to $450k with three‑year terms and one‑year non‑compete, but severance is limited to base salary for remaining term on non‑cause terminations and no CIC acceleration—moderate retention but not “golden parachute” rich .
- Governance trajectory: Separation of Chair/CEO roles in 2025 improves structure, but only two independent directors as of Aug 2025 and ongoing efforts to restore Nasdaq independence compliance keep governance risk elevated near term .
- Dilution and capital path: Authorized share increase and $500M PEF could drive significant dilution if fully utilized; management warrants add incremental dilution; investors should monitor approvals (Proposals 2–4) and issuance pace against execution of the SUI Treasury Strategy .
- Controls and related‑party sensitivity: The 2024 ICFR material weakness and related‑party loan participation underscore the need for tight governance during rapid strategic shifts; Board approval with abstention is appropriate but bears monitoring .