Tom Frame
About Tom Frame
Tom Frame, 83, is an independent director of MacKenzie Realty Capital, Inc. (MKZR) and has served on the Board since 2012. He co-founded TransCentury Property Management and founded Paradigm Investment Corporation, bringing deep real estate syndication, financing, and fund management experience. He holds a B.S. in Mathematics (University of Kansas), a J.D. (San Francisco Law School), and an M.B.A. with honors (Pepperdine University). The Board affirms his independence under Nasdaq standards; none of the other directors serve on public company boards beyond MKZR .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| TransCentury Property Management | Co-founder and principal | Began May 1973; principal for ~35 years | Syndicated/managed 10,000+ residential units; principal in $500,000,000+ real estate acquisition/financing/restoration/sale activity |
| Paradigm Investment Corporation | Founder | Founded June 1986; funds liquidated Dec 2000 | Sponsored/managed closed-end “mutual funds” portfolio; managed ~$7,000,000 in limited partnership securities |
External Roles
| Organization | Role | Status |
|---|---|---|
| Personal investment activities | Managing own investments in residential units, commercial property, and a securities portfolio | Current |
| Other public company boards | — | None; proxy states none of the directors serve on a public company board other than MKZR |
Board Governance
- Committee memberships: Audit Committee member; Compensation Committee member; Nominating Committee chair .
- Attendance and engagement: Board/committees met 9 times in Fiscal 2025; each director attended all Board and applicable committee meetings. Only the non-independent chair (Chip Patterson) attended the annual stockholder meeting; the company does not request independent directors to attend due to historically low stockholder attendance .
- Independence and leadership: Board determined all directors are independent except Mr. Patterson; MKZR has no designated Lead Independent Director. Independent directors hold regular executive sessions and constitute all members of Audit, Nominating, and Compensation Committees .
- Audit Committee expertise: Tim Dozois serves as Audit Committee chair and is deemed an “audit committee financial expert” under SEC rules .
- Insider trading/hedging: Company has an insider trading policy; hedging is strongly discouraged and requires pre-clearance by the Compliance Officer .
- Clawback: Board adopted an executive compensation clawback policy effective October 2, 2023; currently MKZR pays no incentive-based executive compensation and has had no restatements requiring recovery .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Directors) | $48,000 | Increased from $28,000 beginning July 1, 2023; D&O insurance reinstated, retainer maintained |
| Board meeting fee (in-person) | $1,000 | Plus reimbursement of reasonable out-of-pocket expenses |
| Board meeting fee (telephonic) | $500 | Plus reimbursement of reasonable out-of-pocket expenses |
| Committee meeting fee | $500 | Per committee meeting |
| Committee chair fee | $1,000 | Audit chair and chairs of other committees |
| Non-independent director compensation | $0 | No compensation paid to non-independent directors |
| Director | Fiscal 2025 Fees Earned (Cash) |
|---|---|
| Tom Frame | $53,500 |
Performance Compensation
| Component | Detail |
|---|---|
| Equity awards (RSUs/PSUs/Options) | None; MKZR maintains no pension, equity participation, or retirement plans for directors; company has no equity incentive plan |
| Performance metrics tied to director comp | None disclosed for directors |
| Clawback applicability | Policy exists but no incentive-based comp paid; no recoveries to date |
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| None | — | Proxy states none of the directors serve as a director for a company (other than MKZR) with securities registered under the Exchange Act |
Expertise & Qualifications
- Real estate operations and asset management: 10,000+ units syndicated/managed; $500,000,000+ in RE deals across acquisition, financing, restoration, and sale .
- Investment management: Founder of Paradigm; managed closed-end funds and LP securities portfolio (~$7,000,000) .
- Education: B.S. Mathematics (University of Kansas); J.D. (San Francisco Law School); M.B.A. with honors (Pepperdine) .
- Board contribution: Experience in property management, transactions, financing, and private fund management deemed qualifying by the Board .
Equity Ownership
| Security | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Common Stock | 597 | * (less than 1%) |
| Series A Preferred | 501.74 | * (less than 1%) |
Note: Percentages reflect post 1-for-10 reverse split as of Sept. 29, 2025. “*” indicates less than 1% of shares outstanding .
Governance Assessment
- Positives:
- Independent committee structure and executive sessions enhance oversight; Audit/Nominating/Compensation Committees comprised solely of independent directors .
- Full meeting attendance in Fiscal 2025 supports director engagement .
- Clear REIT ownership/transfer restrictions in charter to safeguard REIT status; board empowered to enforce violations via trust mechanism .
- Insider trading and anti-hedging controls; clawback framework in place (though currently not operative) .
- Concerns/RED FLAGS:
- Non-independent chair (Chip Patterson) with extensive affiliations to Advisers/Manager; no Lead Independent Director designated, which can dilute independent oversight .
- Related-party financing: $10,000,000 line of credit with Patterson Real Estate Services, LP (affiliate of Adviser), at 10% interest; 2% origination per draw; fully outstanding as of Sept. 29, 2025. Although approved by the Board including Independent Directors after considering alternatives, this is a potential conflict area requiring ongoing scrutiny .
- Director equity alignment: Compensation is cash-only; no equity grants or ownership guidelines disclosed for independent directors, limiting direct alignment via at-risk equity .
- Annual meeting attendance: Independent directors not expected to attend; only non-independent chair attended last year, which reduces direct shareholder engagement .
- Additional notes:
- Change in auditor due to Moss Adams’ merger into Baker Tilly US, LLP; no disagreements reported; Audit Committee concluded auditor independence is maintained .
- Section 16(a) compliance: All filing requirements satisfied timely in Fiscal 2025 .
Insider Filings Snapshot
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (FY2025) | All officers/directors/10% holders satisfied timely filing requirements |
| Form 4 transactions | Not detailed in proxy; refer to SEC filings for transaction-level data (not disclosed here) |