Neil P. Farmer

About Neil P. Farmer

Independent director and Lead Independent Director of Medalist Diversified REIT, Inc. (MDRR); age 68. Appointed to the Board on April 28, 2017 (Class III), current term expires at the 2026 annual meeting. Founder and President of Farmer Properties, Inc. since 1983; B.A. in Government and Foreign Affairs, Hampden-Sydney College (1978). The Board cites his real estate expertise, especially renovations and large capital projects .

Past Roles

External Roles

Board Governance

• Independence: Board determined Farmer is independent under Nasdaq standards; he also serves as Lead Independent Director given the non-independent Chairman/CEO structure .
• Board attendance: Board held five meetings in 2024; each incumbent director attended more than 75% of Board and applicable committee meetings; all then-serving directors attended the 2024 annual stockholders’ meeting .
• Committee cadence: Compensation and Nominating/Governance Committees acted via unanimous written consents (no formal meetings) in 2024; Acquisition Committee did not meet in 2024; Audit Committee met five times .

Fixed Compensation

• MDRR pays independent directors a simple cash-and-stock mix; no per-meeting fees disclosed for 2024 .

Performance Compensation

• MDRR’s Equity Incentive Plan allows options, RSUs/stock awards, SARs, performance units, LTIP units, etc., with broad acceleration on change-in-control; plan-level terms apply to all participants, including directors when applicable .

Other Directorships & Interlocks

Expertise & Qualifications

• 30+ years in commercial and residential real estate; renovations and large capital projects expertise; brings operational insight in real estate development to MDRR .
• Lead Independent Director experience; facilitation and oversight responsibilities defined in governance guidelines .

Equity Ownership

• Shares outstanding for calculation: 1,352,409 as of May 12, 2025; OP units outstanding 24,169 redeemable one-for-one into common stock; Farmer holds no OP units per table .
• Section 16(b) compliance: Farmer filed an untimely Form 4 in 2024 to report a director stock grant (administrative error) .

Say-on-Pay & Shareholder Feedback

• 2025 annual meeting also approved election of Class II directors and auditor ratification; and approved potential issuance of common stock to the CEO upon OP unit redemption .

Related-Party Transactions (Conflict Screening)

• MDRR maintains a Related Person Transaction Policy overseen by the Audit Committee; policy requires review/approval and recusals for conflicted committee members .
• 2024–2025 transactions disclosed involve CEO-affiliated entities contributing properties for OP units (Central Avenue, United Rentals, Buffalo Wild Wings), with issuance terms and appraised valuations outlined; no transactions disclosed involving Farmer or entities affiliated with him .

Compensation Committee Analysis

• Composition and independence: Farmer (Chair), Carlson, Lunin, Neuman; all independent under SEC/Nasdaq standards .
• Use of advisors: Committee has authority to retain consultants/legal advisors but did not delegate responsibilities to outside advisors in 2024 .
• Process: CEO provides recommendations for other executives; committee decides independently; committee administers Company’s Clawback Policy; actions approved by unanimous written consents in 2024 (no formal meetings) .

Governance Assessment

• Strengths:
  • Independent director and Lead Independent Director role supports oversight in a combined Chair/CEO structure .
  • Multi-committee service including chairing Compensation aligns with Farmer’s governance influence .
  • Simple director pay mix (cash + stock) limits complexity; modest levels relative to micro-cap scale .
  • Hedging prohibited and robust governance document set (Code of Ethics, Insider Trading, Whistleblower, Related-Person policy) .
• Watch items / RED FLAGS:
  • Committees (Compensation, Nominating/Governance) did not hold formal meetings in 2024, acting via unanimous consents; Acquisition Committee did not meet—may signal limited formal engagement cadence despite Board meeting frequency .
  • Section 16(a) late filings for multiple directors, including Farmer (administrative errors) .
  • Significant related-party transactions with CEO-affiliated entities require continued strict audit committee oversight; while not involving Farmer, governance optics warrant vigilance .
• Alignment:
  • Farmer’s ownership is below 1%; equity grants help alignment but no director ownership guidelines disclosed; continued monitoring of ownership accumulation is advisable .

Board Governance (Structure & Risk Oversight context)

• Board diversity: Seven directors; Board states no Nasdaq-defined diverse members as of May 1, 2025, but emphasizes balance of skills/experience; ongoing search for diverse skills/experience .
• Risk oversight: Audit monitors major financial risks and compliance; Compensation monitors pay-risk; Nominating/Governance oversees governance/ethics; Acquisition reviews investment risks; committees report to full Board .

Director Compensation Structure Overview (MDRR policy context)

• Independent directors compensated with cash and stock awards; no meeting fees disclosed; eligibility for awards under the Equity Incentive Plan .
• Change-in-control: Plan provides broad acceleration of awards upon change-in-control, with tax gross-up avoidance mechanics (safe harbor reductions to optimize after-tax outcomes) .

Shareholder Vote Outcomes (2025 Annual Meeting)