Alfred Lee Finley
About Alfred Lee Finley
Alfred “A. Lee” Finley, age 77, is an independent Class II director of Medalist Diversified REIT (MDRR), appointed June 25, 2024, with his current term up at the 2025 annual meeting . He is a career operating owner across specialty vehicle manufacturing, composites, and aviation services, with significant multi‑state real estate holdings; he studied economics at the University of British Columbia and became a U.S. citizen in 1993, residing in Fort Worth since 1990 . The MDRR board has determined Mr. Finley is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| BFX Fire | President, owner, founder (wildland fire trucks) | Since 1993 | Operating leadership, industrial/manufacturing experience |
| Pioneer Truckweld | President, owner, founder (dump trucks/trailers) | Since 2012 | Specialty vehicle manufacturing |
| F&F Composites Manufacturing | President, owner, founder (fiberglass products) | Since 2003 | Materials/composites supply |
| FWAM Aircraft Management Co. | President, owner, founder (private jet operations) | Since 2006 | Aviation operations management |
| Cobalt Truck Equipment | Vice President (commercial upfitter) | Since 2020 | Commercial vehicle upfitting |
| Touchdown Investments Inc. | Vice President & owner (family office) | Since 1998 | Investment oversight |
| ALF Operating Partners Investment Co. | President & owner (family office) | Since 2002 | Investment oversight |
| Air Shelters USA | President & owner (rapidly deployable shelters) | Since 2016 | Defense/emergency shelter manufacturing |
External Roles
| Organization | Role | Tenure/Years | Notes |
|---|---|---|---|
| GBank | Director | Since 2013 | Financial services governance |
| GBank Financial Holdings Inc. | Director | Since formation in Dec 2017 | Bank holding company governance |
Board Governance
- Independence: Board classifies Finley as independent under Nasdaq listing standards .
- Board structure and leadership: CEO Francis P. Kavanaugh serves as Chair; Neil P. Farmer is Lead Independent Director to enhance independent oversight .
- Committee assignments (as of 2025 proxy): Nominating & Corporate Governance (member), Acquisition (member); not on Audit or Compensation; no committee chair roles .
- Attendance and engagement: Board held five meetings in 2024; each incumbent director attended >75% of Board and committee meetings in 2024, and all then‑serving directors attended the 2024 annual meeting .
| Governance Item | Detail |
|---|---|
| Independence | Independent director |
| Committees | Nominating & Corporate Governance (member), Acquisition (member) |
| Committee Chair Roles | None |
| Board Meetings (2024) | 5 meetings; >75% attendance by incumbents |
| Annual Meeting Attendance (2024) | All then‑serving directors attended |
| Lead Independent Director | Neil P. Farmer |
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 15,000 | 15,000 | 30,000 |
Notes: Independent directors were each paid $15k cash and $15k in stock for 2024; directors are reimbursed for reasonable expenses .
Performance Compensation (Director)
| Component | Structure | Metrics/Targets | Vesting/Terms |
|---|---|---|---|
| Annual equity (director) | Stock awards under 2018 Equity Incentive Plan | No performance metrics disclosed for director awards | Plan allows equity awards; director grants not described as performance‑conditioned |
| Clawback | Compensation committee administers Company’s Clawback Policy | Policy in place (no metric detail) | Administered by Compensation Committee |
| Hedging & Derivatives | Insider Trading Policy prohibits hedging, short sales, derivative bets | Prohibitions specified (e.g., collars, swaps) | Applies to directors |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| GBank | Banking | Director | No related‑party transactions disclosed with MDRR; standard bank oversight role |
| GBank Financial Holdings Inc. | Banking | Director | No MDRR transactions disclosed |
Expertise & Qualifications
- Operator/owner experience across specialty vehicles, composites, aviation; significant real estate investor across 10 states; Board frames this as strong operational and real estate investment experience beneficial to MDRR .
- Education: University of British Columbia, economics major .
- Independent governance experience: Director roles at banking entities since 2013/2017 .
Equity Ownership
| As-Of Date | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| July 9, 2024 | 165,625 | 14.8% | Ownership limit waiver allows up to 15.05% (granted Nov 4, 2022) |
| May 12, 2025 | 166,269 | 12.3% | Waiver to own up to 15.05% reaffirmed |
Additional ownership details:
- Ownership limit waiver: Board granted waiver permitting Mr. Finley to own up to 15.05% of outstanding capital stock (letter dated Oct 27, 2022; waiver granted Nov 4, 2022) .
- No options, RSUs/PSUs, or OP Units attributed to Mr. Finley in beneficial ownership tables; directors eligible for equity awards under the plan but director tables show cash and stock only for 2024 .
Insider Trades and Section 16 Compliance
| 2024 Section 16(a) Compliance | Status |
|---|---|
| Untimely Form 4 filings | Five directors filed late (O’Brien, Pearson, Farmer, Lunin, Neuman); Mr. Finley not listed among late filers |
Related-Party Exposure and Conflicts
- Related‑party transactions approval: Audit Committee oversees a written Related Person Transaction Policy; committee reviews and approves RPTs in stockholder interest .
- 2024–2025 transactions involved CEO‑affiliated entities contributing properties for OP Units (e.g., Central Avenue; United Rentals; Buffalo Wild Wings), with appraised pricing and stockholder approval conditions for OP Unit redemptions; these highlight related‑party transaction risk at the issuer level (not tied to Mr. Finley personally) .
- Committee context: Mr. Finley serves on the Acquisition Committee (reviews acquisitions/dispositions) but not on the Audit Committee (which approves related‑party transactions), helping separate RPT approval from his role .
Governance Assessment
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Strengths
- Independent director with substantial operating and real estate experience aligned to MDRR’s asset class needs .
- Active participation norms: >75% attendance in 2024 and attendance at 2024 annual meeting; board meets regularly; independent committee structure in place .
- Alignment policies: Hedging prohibited and clawback policy administered by Compensation Committee; annual director stock award supports equity alignment .
-
Watch items / RED FLAGS
- Ownership concentration risk: Board‑approved waiver allows Mr. Finley to own up to 15.05% of outstanding stock; while disclosed and permitted, high ownership concentration warrants monitoring for potential influence dynamics or pledging (no pledging disclosed) .
- Issuer‑level related‑party activity: Multiple acquisitions from CEO‑affiliated entities in 2024–2025 require robust Audit Committee oversight; Mr. Finley’s presence on the Acquisition Committee elevates the need for clear recusals/controls when appropriate (no personal related‑party transactions disclosed for Mr. Finley) .
- Board diversity: Company discloses no directors meeting Nasdaq diversity categories as of May 1, 2025; Board argues current skills mix is balanced; investors may continue to scrutinize diversity posture .
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Additional notes
- Independent status affirmed under Nasdaq standards .
- Lead Independent Director structure in place given combined CEO/Chair roles .
- No director‑specific ownership guidelines disclosed; Company states no ownership requirements for NEOs; director guidelines not specified .