Emanuel D. Neuman
About Emanuel D. Neuman
Independent Class II director at Medalist Diversified REIT, appointed July 19, 2023; age 45. Co‑founder of Spandrel Development Partners (2013–present) with 20 years across real estate development, investment management, and investment banking; B.S. in Accounting, Babson College (2002) . Re‑elected September 15, 2023; nominated for a new three‑year term ending 2028; classified as independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spandrel Development Partners | Co‑Founder; leads investment strategy, capital markets, deal structuring, growth | 2013–present | Co‑leads investment platform and growth initiatives |
| Unterberg Capital LLC | Co‑Portfolio Manager (long‑only fund) | 2008–2012 | Public markets investing |
| Collins Stewart, LLC (Investment Banking) | Vice President | 2005–2008 | Led origination, execution and marketing of public/private equity offerings and M&A |
External Roles
- No current public company directorships disclosed for Mr. Neuman in MDRR filings .
- 2023 appointment 8‑K confirms no transactions requiring Item 404(a) disclosure at time of his appointment .
Board Governance
| Governance Item | Detail |
|---|---|
| Independence | Board determined Mr. Neuman is independent (one of six independent directors out of seven) . |
| Committees | Audit (member); Compensation (member); Nominating & Corporate Governance (Chair); Acquisition (Chair) . |
| Committee activity (2024) | Audit met 5x; Compensation acted by unanimous written consents (no formal meetings); Nominating & Governance did not meet (actions by consent); Acquisition did not meet . |
| Attendance | Each incumbent director attended >75% of Board and assigned committee meetings in 2024; all then‑serving directors attended the 2024 annual meeting . |
| Lead Independent Director | Neil P. Farmer . |
| Election results (2025 AGM) | Neuman received 683,767 “For”, 24,433 “Withheld”, 198,238 broker non‑votes . |
| Say‑on‑Pay (2025 AGM) | Approved: 656,057 “For”, 43,497 “Against”, 8,646 “Abstentions”, 198,238 broker non‑votes . |
Fixed Compensation
| Component (Director) | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $15,000 | Paid to each independent director . |
| Equity (common stock) | $15,000 | Grant under Equity Incentive Plan . |
| Meeting fees | Not disclosed | No separate meeting fees disclosed . |
| Committee chair fees | Not disclosed | No incremental chair retainers disclosed . |
Performance Compensation
- No performance‑based director compensation metrics disclosed for directors (equity grants reported as stock awards; no options/PSUs performance metrics specified for directors) .
Other Directorships & Interlocks
- None disclosed for Mr. Neuman (no public company boards, no disclosed interlocks with MDRR’s significant counterparties) .
- At appointment, company disclosed no related‑party transactions requiring Item 404(a) disclosure for Mr. Neuman .
Expertise & Qualifications
- Capital markets and M&A execution (Collins Stewart; Unterberg Capital) and real estate development leadership (Spandrel) .
- Serves on Audit Committee but not designated as the audit committee financial expert (Board identified David Lunin as ACFE) .
Equity Ownership
| Holder | Security | Amount | % of Shares Outstanding | As Of |
|---|---|---|---|---|
| Emanuel D. Neuman | Common Stock | 11,878 | * (less than 1%) | May 12, 2025 |
Footnotes: Percentage based on 1,352,409 shares outstanding (beneficial ownership table). Asterisk denotes “less than 1%” as disclosed .
Insider Trades (selected)
| Date | Shares | Type | Security |
|---|---|---|---|
| 8/25/2023 | 1,037 | Purchase | Common Stock |
| 8/29/2023 | 1,376 | Purchase | Common Stock |
| 8/30/2023 | 59 | Purchase | Common Stock |
| 8/31/2023 | 579 | Purchase | Common Stock |
| 9/1/2023 | 1,465 | Purchase | Common Stock |
| 9/6/2023 | 24 | Purchase | Common Stock |
| 9/7/2023 | 100 | Purchase | Common Stock |
| 9/8/2023 | 100 | Purchase | Common Stock |
| 9/11/2023 | 36 | Purchase | Common Stock |
| 9/12/2023 | 1,156 | Purchase | Common Stock |
| 9/13/2023 | 879 | Purchase | Common Stock |
| 11/28/2023 | 57 | Purchase | Common Stock |
- Company disclosed that Mr. Neuman filed an untimely Form 4 related to stock grants on January 18, 2024 (administrative errors) .
- Example of subsequent Form 4 filing (SEC): January 24, 2025 (reporting person: Emanuel D. Neuman) .
Related-Party Transactions
- Policy: Audit Committee reviews/approves related‑party transactions; director with an interest recuses .
- 2025 Proxy details several transactions involving entities related to the CEO; no transactions disclosed involving Mr. Neuman .
- Appointment 8‑K also states Mr. Neuman was not a party to any Item 404(a) transactions at appointment .
Equity Ownership & Alignment Policies
- Insider Trading Policy prohibits hedging (short sales, derivatives, collars, exchange funds) and frequent trading by directors/officers/employees .
- No director‑specific stock ownership guidelines disclosed; executive ownership guidelines not in place for NEOs either .
Governance Assessment
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Strengths:
- Independent director with relevant real estate and capital markets experience; holds two committee chair roles (Nominating & Governance; Acquisition) and sits on Audit and Compensation, signaling Board confidence in his governance contributions .
- Attendance threshold met (>75% across Board/committees); participated in a Board that met five times in 2024; investor support strong in 2025 re‑election (683,767 “For” vs. 24,433 “Withheld”) .
- No related‑party transactions involving Mr. Neuman; independence affirmed .
- Hedging prohibited, supporting alignment .
-
Watch items / potential red flags:
- Section 16(a) filing timeliness: company disclosed Mr. Neuman filed an untimely Form 4 in 2024 due to administrative errors (also impacted other directors) .
- Committee cadence: both committees he chairs (Nominating & Governance; Acquisition) did not formally meet in 2024 (actions by unanimous written consent or no meetings), which may raise engagement/oversight questions given his chair responsibilities .
- Board diversity: 2025 matrix shows all‑male, all‑white Board composition; although not specific to Mr. Neuman, investors may pressure for enhanced diversity over time .
-
Compensation alignment:
- Director pay modest and primarily fixed (cash + stock), with limited at‑risk features; no performance metrics for director equity grants disclosed, but stock component supports some alignment with shareholders .
-
Shareholder sentiment:
- 2025 AGM: Say‑on‑Pay passed (656,057 “For”); auditor ratification passed; Neuman re‑elected; a separate proposal to allow OP Unit redemptions into shares for the CEO also passed—monitor related‑party governance rigor given CEO‑related transactions, though no ties to Mr. Neuman are disclosed .