Joseph Geraci II
About Joseph Geraci II
Joseph A. Geraci II is Co‑Founder (2006), Director, and Chief Financial Officer of Mill City Ventures III, Ltd. (MCVT). He is 55 years old (as of FY 2024) and has served continuously as CFO and director since founding . Background includes managing Isles Capital, LLC (since 2002), and Mill City Advisors, LLC (since 2005), prior finance roles at Gelstat and Oak Ridge Financial Services . Notable risk factor: in August 2003, NASD barred Mr. Geraci from associating with any NASD member for violations of NASD Rule 2110 and SEC Rule 10b‑5 in 1999 .
Performance metrics such as TSR, revenue growth, and EBITDA growth tied to his compensation are not disclosed in the company’s filings reviewed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mill City Ventures III, Ltd. | Co‑Founder; Director & Chief Financial Officer | 2006–present | Co‑founded specialty finance company; ongoing CFO/director leadership |
| Gelstat Corporation | Director of Finance | Jan–Aug 2005 | Finance leadership for consumer healthcare products firm |
| Oak Ridge Financial Services, Inc. | Vice President (Broker-Dealer) | 2000–2004 | Structured and negotiated private debt/equity placements |
| Minneapolis brokerage firms | Various roles | 1991–2000 | Built networks across sectors aiding investment sourcing |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Isles Capital, LLC | Managing Member | 2002–present | Advisory/consulting to small businesses (public/private) |
| Mill City Advisors, LLC | Managing Member | 2005–present | General partner to investment LPs; direct investing mandate |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | $150,000 | $150,000 | $200,000 | $200,000 |
| Cash Bonus ($) | $100,000 | $250,000 (incl. $200,000 declared, paid Jan 2023) | $125,000 (declared, paid Jan 2024) | $150,000 (declared, paid Jan 2025) |
| Stock Awards ($) | $— | $12,683 | $— | $— |
| Option Awards ($) | $— | $530,000 (grant date fair value; Nov 2022) | $— | $— |
| All Other Compensation ($) | $41,197 | $44,042 | $45,014 | $39,602 |
| Total ($) | $291,197 | $986,725 | $370,014 | $389,602 |
Base salary agreements:
- Effective Jan 1, 2023–Dec 31, 2024: $200,000 base salary; health insurance; 401(k) .
- Effective Jan 1, 2025–Dec 31, 2026: $220,000 base salary; health insurance; 401(k) .
| Base Salary Agreement | 2023 | 2024 | 2025 |
|---|---|---|---|
| Contracted Base ($) | $200,000 | $200,000 | $220,000 |
Performance Compensation
No formal annual incentive plan metrics (e.g., revenue, EBITDA, TSR, ESG) are disclosed; cash bonuses are determined by the Compensation Committee and paid after year‑end .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Not disclosed | Not disclosed | Not disclosed | $250,000 (2022), $125,000 (2023), $150,000 (2024) | Paid Jan following year |
Equity awards:
- 250,000 non‑statutory stock options granted Nov 23, 2022, exercise price $2.12, ten‑year term, fully exercisable; shareholder approval Jan 20, 2023 .
- Outstanding at Dec 31, 2023 and Dec 31, 2024: aggregate 500,000 NEO options (250,000 each to CEO and CFO) .
| Option Awards | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| Geraci (Nov 23, 2022) | 250,000 | 0 | $2.12 | Nov 23, 2032 |
Equity Ownership & Alignment
| Metric | 2020 | 2021 |
|---|---|---|
| Direct & Indirect Shares | 702,500 held by Mr. Geraci; 17,273 by spouse; 290,055 via Lantern Advisers LLC co‑owned with Mr. Polinsky | 1,008,828 shares beneficially owned; 9.35% of 10,790,413 shares outstanding as of Dec 31, 2021 |
| % of Shares Outstanding | — | 9.35% |
- Vested vs unvested equity: Stock options fully exercisable (250,000); no unvested RSUs/PSUs disclosed .
- Pledging/hedging: No company‑specific disclosures found in filings reviewed .
- Ownership guidelines: Not disclosed for executives/directors in filings reviewed .
Employment Terms
| Term | 2023–2024 Agreement | 2025–2026 Agreement |
|---|---|---|
| Effective Dates | Jan 1, 2023–Dec 31, 2024 | Jan 1, 2025–Dec 31, 2026 |
| Base Salary | $200,000 | $220,000 |
| Benefits | Company‑provided health insurance; 401(k) plan with matching up to 5% | Health insurance; 401(k) plan |
| Non‑Compete / Non‑Solicit | 2 years; confidentiality covenants | 2 years; confidentiality covenants |
| Termination (Cause / Death / Disability) | Salary through date of termination | Salary through date of termination |
| Termination (Other Non‑Cause) | Base salary through remainder of term | Base salary through remainder of term |
| Change‑of‑Control | Not specifically disclosed beyond above terms in filings reviewed |
Board Governance
- Board Service: Director since founding (2006), serving concurrently as CFO .
- Independence: Executive director; independent director compensation table excludes Geraci (no director fees) .
- Committees: Filings reviewed do not list Geraci on board committees; independent directors listed (Lyle Berman, Howard P. Liszt, Laurence S. Zipkin) .
Director compensation (2024):
| Director | Compensation ($) | Bonus ($) | Total ($) |
|---|---|---|---|
| Lyle Berman | $40,000 | $60,000 | $100,000 |
| Howard P. Liszt | $40,000 | $60,000 | $100,000 |
| Laurence S. Zipkin | $40,000 | $60,000 | $100,000 |
| Joseph A. Geraci II | $0 | $0 | $0 |
| Douglas M. Polinsky | $0 | $0 | $0 |
Performance & Track Record
- Internal control: Management disclosed a material weakness in internal control over financial reporting as of Dec 31, 2022; no auditor attestation required; signatures include CFO (Geraci) .
- Strategic initiatives: Company announced a major strategic rebrand in Aug 2025 to SUI Group Holdings, reflecting a SUI blockchain treasury strategy; broader market developments during this period (post‑FY 2024) .
- Equity capitalization events: Company disclosed 2022 NEO option grants and subsequent shareholder approval (Jan 20, 2023) .
Compensation Structure Analysis
- Shift toward equity in 2022 via significant option grant ($530,000 fair value) vs prior years without options; but no RSUs/PSUs and no disclosed performance metrics for bonuses (suggests discretionary awards) .
- Year‑over‑year cash mix: Cash base increased from $150,000 (2022) to $200,000 (2023–2024), then contracted base to $220,000 in 2025; cash bonuses remained material ($125k–$150k) .
- Guaranteed pay vs at‑risk: Absence of disclosed performance targets for bonuses and lack of PSUs indicates lower formal pay‑for‑performance linkage vs market practice .
- Equity awards: Options fully vested and long‑dated (2032), creating potential exercise optionality but limited retention tether without vesting gates .
Risk Indicators & Red Flags
- Regulatory history: NASD bar (2003) is a governance risk consideration in capital markets and investor relations .
- Internal control material weakness as of 2022 .
- Dual role (CFO + Director) raises independence considerations; independent director fees exclude executives .
Investment Implications
- Alignment: Significant historical share ownership (9.35% in 2021) and long‑dated fully vested options support skin‑in‑the‑game, but lack of disclosed performance metrics for annual bonuses and absence of PSUs/RSUs weakens formal pay‑for‑performance alignment .
- Retention risk: Contractual severance (base salary through remainder of term) and 2‑year non‑compete/non‑solicit lower near‑term turnover risk; however, fully vested options reduce future equity vesting as a retention lever .
- Trading signals: Fully exercisable options at $2.12 with 2032 expiry create optionality; monitor Form 4s around bonus payment dates and corporate events for potential selling pressure—no specific insider trade patterns were identified in filings reviewed .
- Governance: Dual role CFO/director and prior NASD bar warrant continued oversight; independent directors receive cash retainers/bonuses, suggesting board relies on cash rather than equity, which may impact long‑term alignment .