David Lunin
About David Lunin
David Lunin, age 44, is an independent Class I director of Medalist Diversified REIT, appointed on September 19, 2023; his current term expires at the 2027 annual meeting . He serves as Executive Vice President and Chief Financial Officer at Calumet (described as Calumet, Inc. in 2025 and as Calumet Specialty Products Partners, L.P. in 2024) since 2023, following a 13-year tenure as Managing Director at Goldman Sachs focused on M&A and capital markets . Lunin holds a BBA from George Washington University, an MA in Applied Economics from Johns Hopkins University, and an MBA from Columbia Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs | Managing Director; investment banking (M&A and capital markets) | 2010–2023 | Led and executed M&A and capital markets transactions |
| (Prior to GS) | Not disclosed | — | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Calumet (Calumet, Inc. / Calumet Specialty Products Partners, L.P.) | Executive Vice President & Chief Financial Officer | 2023–present | Publicly traded enterprise in specialty products and renewable fuels; CFO experience cited as relevant to MDRR board |
Board Governance
- Board independence: Lunin is independent under Nasdaq standards; majority of the board was independent in 2024 . He is designated the audit committee financial expert .
- Committee assignments and chair roles:
- Audit Committee: Chair; members Neil P. Farmer and Emanuel D. Neuman; committee meets at least quarterly and administers key governance policies (Related Person Transactions, Codes of Ethics, Whistleblower) .
- Compensation Committee: Member; chaired by Neil P. Farmer; 2024 actions approved via unanimous written consents; committee administers Clawback Policy .
- Nominating & Corporate Governance Committee: Lunin not listed as a member .
- Acquisition Committee: Lunin not listed as a member .
- Attendance and engagement:
- Each incumbent director attended more than 75% of board and committee meetings in 2024; all then-serving directors attended the 2024 annual meeting .
- Each incumbent director attended more than 75% of meetings in 2023; all then-serving directors attended the 2023 annual meeting .
- Board leadership context: Neil P. Farmer serves as Lead Independent Director; CEO is not independent .
Board and Committee Meeting Cadence
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 9 | 5 |
| Audit Committee meetings held | 5 | 5 |
| Compensation Committee meetings held | 0 (no meetings; charter in place) | 0 formal meetings; actions by unanimous written consents |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Cash retainer ($) | $0 (independent directors received no compensation) | $15,000 per independent director |
| Stock awards ($) | $0 (independent directors received no compensation) | $15,000 per independent director (grant date fair value under Equity Incentive Plan) |
| Total ($) – David Lunin | $0 | $30,000 |
- Reimbursement: Directors receive reimbursement of reasonable out-of-pocket expenses; executive directors receive no additional compensation for board service .
- Equity Incentive Plan: Directors are eligible for awards (options, stock awards, SARs, performance units, incentive awards), plan administered by the Compensation Committee .
Performance Compensation
| Performance Element | FY 2023 | FY 2024 | Terms/Metrics |
|---|---|---|---|
| Performance share units (PSUs) | Not disclosed for directors | Not disclosed for directors | No director-specific performance metrics disclosed (e.g., TSR, EBITDA) |
| Options | Not granted to directors (no option awards disclosed) | Not granted to directors (no option awards disclosed) | — |
| Clawback policy | Administered by Compensation Committee | Administered by Compensation Committee | Policy exists; specific triggers and enforcement not detailed in proxy |
No director-level performance metrics (TSR, revenue growth, ESG goals) are disclosed; director compensation in 2024 consisted of fixed cash and fixed-value stock awards .
Other Directorships & Interlocks
| Entity | Role | Overlap/Interlock |
|---|---|---|
| No other public company directorships disclosed in MDRR proxies for Lunin | — | Not disclosed |
- External executive role: CFO at Calumet; no related-party transactions between MDRR and Calumet disclosed .
Expertise & Qualifications
- Audit committee financial expert designation; deep financial oversight responsibilities .
- CFO of a public enterprise; prior M&A/capital markets experience at Goldman Sachs .
- Education: BBA (George Washington University), MA Applied Economics (Johns Hopkins), MBA (Columbia) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | % of Shares + OP Units | As-of Date |
|---|---|---|---|---|
| David Lunin | 2,527 | <1% | 0.2% | July 9, 2024 (1,118,090 shares outstanding; 6,150 OP units) |
- Pledging/Hedging: Not disclosed in proxy .
- Ownership guidelines: Director stock ownership guidelines not disclosed; compliance status not disclosed .
Governance Assessment
- Positives:
- Independence and leadership: Lunin is independent and chairs the Audit Committee; designated audit committee financial expert—supports robust financial oversight and investor confidence .
- Engagement: Attendance thresholds met; participated in a board with regular audit oversight; all directors attended annual meetings (2023, 2024) .
- Alignment: Receives modest, balanced director pay (cash + stock), suggesting reasonable alignment without excessive guarantees .
- Shareholder signals: 2025 say‑on‑pay passed (656,057 for; 43,497 against; 8,646 abstentions; 198,238 broker non‑votes), indicating general support for compensation practices .
- Watch items:
- Compensation Committee cadence: No meetings in 2023; 2024 actions via unanimous written consents—may warrant monitoring for depth of deliberation and advisor use over time .
- Dual-role workload: Concurrent CFO role at Calumet and MDRR audit chair implies significant time commitments; no conflicts or related‑party transactions disclosed, but continued monitoring appropriate .
RED FLAGS
- None disclosed related to pledging/hedging, related‑party transactions, options repricing, tax gross‑ups, or SEC investigations in the proxies and 8‑Ks reviewed .
Say‑on‑Pay & Shareholder Feedback (Context)
| Proposal | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| 2025 Say‑on‑Pay (advisory) | 656,057 | 43,497 | 8,646 | 198,238 |
- Cherry Bekaert LLP ratified as auditor in 2025 (822,034 for; 7,749 against; 16,655 abstentions) .
- Three Class II directors elected in 2025 (vote totals disclosed) .
Summary
- Committee assignments: Audit Chair; Compensation Committee member; independent; audit financial expert .
- Compensation: FY2024 $15,000 cash + $15,000 stock ($30,000 total); FY2023 $0; no options/PSUs disclosed .
- Ownership: 2,527 shares; <1% of shares; 0.2% including OP units (as of July 9, 2024) .
- Attendance: >75% meeting attendance; annual meeting attendance confirmed (2023, 2024) .
- Conflicts: No related‑party transactions disclosed; audit committee oversees related‑person policy .