Tim Dozois

About Tim Dozois

Tim Dozois (age 63) is an Independent Director of MacKenzie Realty Capital, Inc. (MKZR) and has served on the board since May 2012. He is a former Vice President, Secretary and Corporate Counsel of Pendrell Corporation (Nasdaq) and an ex–equity partner at Davis Wright Tremaine LLP; he currently owns Conseiller LLC. He holds a B.S. in Financial Management from Oregon State University and a J.D. from the University of Oregon School of Law (Order of the Coif) . The board has affirmatively determined he is independent under Nasdaq standards .

Past Roles

External Roles

• Current public company directorships: None disclosed. The proxy states none of MKZR’s directors serve as a director of another company (other than MKZR) with securities registered under the Exchange Act .

Board Governance

• Independence: Independent Director (Nasdaq criteria) .
• Committee assignments and chair roles:
  • Audit Committee: Chair; designated “audit committee financial expert” (members: Dozois, Frame, Hatch) .
  • Nominating & Corporate Governance Committee: Member (Chair: Frame) .
  • Compensation Committee: Member (established Sept 23, 2024; responsibilities include oversight of fees to external advisers and independent director compensation) .
• Attendance and engagement (FY2025):
  • Board meetings: 9; each director attended all Board and committee meetings on which they served .
  • Audit Committee meetings: 4 .
  • Nominating Committee meetings: 1 .
  • Compensation Committee meetings: 1 .
• Board leadership: Chair is non‑independent (Chip Patterson); no Lead Independent Director. Independent directors meet in regular executive sessions without management .
• Risk oversight: Audit Committee oversees financial reporting, internal controls, valuation, and auditor independence; Nominating oversees board evaluation and governance policies .

Fixed Compensation

Performance Compensation

• Not applicable for directors. MKZR pays independent directors cash retainers/meeting fees; no equity grants, options, PSUs/RSUs, or performance metric–linked compensation disclosed for directors .

Other Directorships & Interlocks

• Other current public boards: None disclosed (per proxy) .
• Committee interlocks: None. No MKZR executive officer served on another company’s committee or board with reciprocal roles; Compensation/Audit Committee members (including Dozois) are not current or former officers/employees of MKZR or its subsidiaries .

Expertise & Qualifications

• Legal and securities expertise: Nearly 30 years supporting public companies in securities law, M&A, and real estate transactions/financings .
• Real estate and financing knowledge: Emphasis on acquisition, financing, and management of real property assets .
• Financial oversight: Serves as Audit Committee Chair and is identified as an “audit committee financial expert” under SEC rules .

Equity Ownership

Notes:

• Section 16(a) compliance: All required insider filings were timely in FY2025 .
• Hedging/pledging policy: Company discourages hedging/monetization transactions; any such activity requires pre‑clearance under the Insider Trading Policy .

Governance Assessment

• Strengths and positive signals

  • Independent, long‑tenured director with deep legal/real estate financing background; designated audit committee financial expert .
  • Audit Chair oversight through auditor transition (Moss Adams to Baker Tilly) with independence affirmed; Audit Committee recommended inclusion of FY2025 financials in Form 10‑K .
  • Full attendance at Board and committee meetings in FY2025 indicates high engagement .
  • Clear committee structure with all‑independent Audit, Nominating, and Compensation Committees; independent‑only executive sessions .
  • Section 16 compliance with no delinquent filings .

• Potential conflicts/areas to monitor

  • Board chair is non‑independent and there is no Lead Independent Director—heightening the importance of effective independent chairing at committee level (mitigated by regular independent executive sessions) .
  • Externally managed model with extensive affiliate relationships (Advisers/Manager) and expanded indemnification to MGCL maximums following charter amendments; robust independent oversight is critical .
  • Related‑party financing: $10 million line of credit from an affiliate (PRES) at 10% with 2% origination fee; approved by all Independent Directors—ongoing monitoring of terms, usage, and alternatives advisable .
  • Director cash retainer increased to $48,000 when D&O insurance was discontinued; D&O coverage later reinstated while retainer remained at the higher level—watch for alignment and rationale disclosure in future cycles .

• Director compensation and alignment

  • Cash‑only structure (no equity for directors) reduces dilution and option‑related risk but also limits direct equity alignment; Dozois holds a small common position and a meaningful Series B preferred position (3.7% of Series B) .

• Shareholder engagement and policies

  • No Say‑on‑Pay required due to external management; clawback policy exists for executive incentive pay if ever applicable; independent committees oversee adviser fees and director pay .

Overall, Dozois’s independent status, domain expertise, and leadership as Audit Chair are supportive of board effectiveness and investor confidence, particularly amid affiliate relationships and an externally managed structure. Continued focus on independent oversight of related‑party arrangements, auditor independence, and transparent director pay rationale remains important .