C. Brent Winn, Jr.
About C. Brent Winn, Jr.
C. Brent Winn, Jr. is Chief Financial Officer of Medalist Diversified REIT, Inc. (MDRR) and has served as CFO since March 1, 2020 after providing CFO services as an independent contractor beginning in February 2018; he is 63 years old and holds a B.A. in History (University of Virginia), an MBA (William & Mary’s Mason School), and a post‑graduate degree in Accounting (Virginia Commonwealth University) . Winn established MDRR’s accounting, internal control, and financial reporting systems and manages financial reporting, quarterly/annual filings, and audit coordination . Company performance over the last three years shows cumulative TSR index values of 58.89 (2022), 55.37 (2023), and 71.16 (2024), with net income/loss of $(4,769,241) in 2022, $(4,571,279) in 2023, and $27,524 in 2024 .
Pay vs Performance (Company-level)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR Index (Fixed $100 Investment) | 58.89 | 55.37 | 71.16 |
| Net Income (Loss) ($) | $(4,769,241) | $(4,571,279) | $27,524 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CSX Realty (subsidiary of CSX Corp.) | Analyst (development and asset management); Manager (development) | Not disclosed | Commercial real estate development/asset management experience foundational to CFO role |
| CSX Corporation | Shareholder and Investor Relations | Not disclosed | Capital markets and investor communications experience |
| MGT Realty Advisors, Inc.; Realty Advisors, LLC | Partner | Not disclosed | Provided investment, development, and asset management advisory services to institutional real estate owners |
| Marz Industries, Inc. | Chief Financial Officer | Not disclosed | Corporate finance leadership prior to MDRR |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Gunston Consulting, LLC | Sole Member (entity under Staffing Agreement with MDRR) | Since at least 2023 | MDRR reimburses Gunston for approved employee salary, payroll taxes, benefits; $518,845 paid in 2023, $734,114 in 2024, all at cost without markup |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $200,000 | $250,000 | $250,000 |
| Bonus ($) | $50,000 | $0 | $0 |
| Stock/Equity Awards ($) | $126,600 | $0 | $0 |
| Total ($) | $426,600 | $250,000 | $250,000 |
- 2025 planned cash compensation to Consultant for Winn: $175,000 (paid via Staffing Agreement) .
Performance Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual Bonus Payout ($) | $50,000 | $0 | $0 |
| PSUs/Performance Units Granted | Not disclosed | Not disclosed | None disclosed |
| Options Granted | None | None | None |
| RSU/Stock Awards ($) | $126,600 (stock awards under plan) | $0 | $0 |
| Vesting Schedules (specific dates/amounts) | Not disclosed | Not disclosed | N/A (no awards outstanding) |
- Incentive metrics/weightings/targets for Winn’s variable pay are not disclosed; MDRR’s plan permits performance units/incentive awards, but no award structure for Winn’s 2023–2024 compensation is specified .
Equity Ownership & Alignment
| Ownership Detail | As of Jul 9, 2024 | As of May 12, 2025 |
|---|---|---|
| Shares Beneficially Owned | 34,724 | 52,659 |
| Ownership % of Shares Outstanding | 3.1% (1,118,090 shares o/s) | 3.9% (1,352,409 shares o/s) |
| Options Exercisable/Unexercisable | None | None |
- Ownership limit waiver: Board granted Winn permission to own up to 4.9% of MDRR’s capital stock (January 23, 2025), modifying Articles VI limits .
- Stock ownership guidelines: MDRR currently has no equity ownership requirements/guidelines for named executive officers .
- Hedging: Insider Trading Policy prohibits short sales, puts/calls, and hedging instruments (e.g., collars, swaps); discourages frequent trading .
- Pledging: No general pledging policy disclosure; plan-level restrictions prohibit pledging/transfer of non‑vested stock awards .
Employment Terms
- Start date and tenure: CFO since March 1, 2020; previously served as independent contractor from February 2018 .
- Contract term: MDRR has not entered into employment agreements with named executive officers; no cash obligations upon termination or change in control .
- Severance/change‑of‑control economics: Under the 2018 Equity Incentive Plan, outstanding awards accelerate on change in control, with parachute payment cut‑backs to safe harbor if beneficial; Winn currently has no outstanding awards, so acceleration would apply only if future awards exist .
- Clawback: Compensation committee administers the Company’s Clawback Policy .
- Non‑compete/non‑solicit/garden leave: Not disclosed.
- Post‑termination consulting: Not disclosed.
Related Party Transactions (Compensation Channel)
| Year | Description | Amount |
|---|---|---|
| 2023 | Payments to Gunston Consulting, LLC under Staffing Agreement (reimburse salaries/benefits at cost) | $518,845 |
| 2024 | Payments to Gunston Consulting, LLC under Staffing Agreement (reimburse salaries/benefits at cost) | $734,114 |
- Staffing Agreement dated November 13, 2023; Gunston’s sole member is Winn; Audit Committee approved related party transactions per policy .
Track Record, Value Creation, and Execution Risk
- Operating execution: Winn established MDRR’s accounting/internal control frameworks and manages financial reporting and audit processes .
- Company performance: Net losses in 2022–2023 shifted to slight net income in 2024; TSR index improved from 55.37 (2023) to 71.16 (2024) .
- Governance signals: No employment agreement or severance obligations for NEOs (flexibility for company; potential retention sensitivity) .
Investment Implications
- Alignment: Winn holds a meaningful stake (3.9% as of May 12, 2025) with a board‑approved waiver up to 4.9%, indicating “skin‑in‑the‑game”; MDRR prohibits hedging, which supports alignment .
- Retention risk: Absence of employment agreement/severance and reduction in planned 2025 cash compensation ($175,000 via Consultant vs. $250,000 in 2024) may introduce retention/transition sensitivity, albeit offset by equity alignment through direct ownership .
- Selling pressure/vesting: No outstanding options/RSUs and no disclosed vesting schedules for Winn minimize near‑term technical selling pressure from award vesting; lack of ownership guidelines reduces formal accumulation requirements .
- Related party oversight: CFO’s staffing arrangement through his wholly owned LLC is a governance consideration; Audit Committee’s policy oversight and cost‑only reimbursement mitigate conflict risk, but investors should monitor continued approvals and fee levels .