Edward M. Weil, Jr.

About Edward M. Weil, Jr.

Edward M. Weil, Jr. (age 58) is a Class III director of American Strategic Investment Co. (NYC) and is identified as a “Managing Director” under the Company’s bylaws; he has served on NYC’s Board since 2015 and previously held executive roles at the Company through September 2023 . He is currently Chief Executive Officer of AR Global Investments, LLC (parent of NYC’s Advisor and Property Manager) and holds a non‑controlling interest in the parent of AR Global . Education: attended George Washington University .

Past Roles

External Roles

Board Governance

• Status: Managing Director (not independent); identified by Advisor per bylaws requirement; Board currently 3 independent directors and 1 managing director .
• Committees: Not listed as a member of Audit, Compensation, or Nominating/Governance; those committees comprise independent directors (DiPalma, Tuppeny, Radesca) with DiPalma as Audit Chair, Radesca as Compensation Chair, and Tuppeny as Nominating/Governance Chair and Lead Independent Director .
• Attendance: Board held 8 meetings in 2024 and 5 actions by consent/electronically; all directors attended all Board and committee meetings and the 2024 Annual Meeting .
• Lead Independent Director: Tuppeny chairs executive sessions of independent directors and reviews agendas; compensated for lead role, providing balance and independence .

Fixed Compensation

Note: NYC does not compensate directors who are employees of the Company, Advisor, or their affiliates; Mr. Weil’s director compensation is therefore $0 .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Deep real estate operations and leasing expertise (prior SVP managing 33M sq ft portfolio at American Financial Realty Trust) .
• Extensive REIT sponsorship, mergers, and external management experience across multiple entities (HT III, Global II→GNL, RTL→GNL) .
• Capital markets and distribution platform leadership (RCS; RCAP) with governance risk noted due to RCAP bankruptcy filing in 2016 .
• Education: attended George Washington University .

Equity Ownership

• Hedging policy: Directors and officers are prohibited from hedging, short sales, and trading in public put/call options involving NYC securities .
• Pledging: No pledging disclosures for Mr. Weil; not indicated in the proxy .

Governance Assessment

• Independence and Committees: As Managing Director identified by the Advisor, Mr. Weil is not independent and does not serve on key committees; independent directors chair Audit, Compensation, and Nominating/Governance committees, with a Lead Independent Director overseeing executive sessions—this structure offers oversight but concentrates conflicts mitigation in independent committee processes .
• Attendance/Engagement: 100% attendance for Board and committee meetings in 2024, supporting engagement .
• Compensation Alignment: Mr. Weil receives no director fees or equity from NYC, consistent with policy not to compensate affiliated directors; alignment via personal NYC share ownership is de minimis (109 shares, <1%) .
• Related‑Party Exposure (RED FLAGS):
  • Advisor/Property Manager are controlled by AR Global, where Mr. Weil is CEO; NYC paid $6.0 million base asset management expense in 2024 (cash $4.5 million plus $1.5 million in stock) and ~$1.7 million in property management fees; reimbursement arrangements totaled $4.1 million in professional fees (incl. $3.0 million salaries/benefits) .
  • Termination fee: Advisory agreement change‑of‑control termination fee equals $15.0 million plus “Subject Fees” (multiple of recent base and variable fees), creating potential entrenchment and transaction friction risk .
  • Ownership waivers and rights plan modifications enabling significant ownership by Bellevue/affiliates and Mr. Weil’s inclusion among excepted holders in 2022; combined with irrevocable proxy structure, raises control concentration considerations .
  • Prior RCAP bankruptcy (2016) is a negative historical governance signal .
• Controls and Mitigations: Independent Nominating & Governance Committee reviews all related‑party transactions and quarterly Advisor services/fees; transactions require independent director approval and must be fair/competitive; no compensation committee interlocks reported for 2024 .
• Shareholder Sentiment: 2025 say‑on‑pay and director election received strong support at 2025 Annual Meeting (Tuppeny re‑elected; say‑on‑pay adopted) .

Shareholder Vote Results (2025 Annual Meeting)

Compensation Committee Analysis

• Committee members: Independent directors Tuppeny (Lead Independent) and Radesca; one meeting in 2024; administers NYC’s 2020 Equity Plan; delegated limited RS grant authority to CEO for Advisor employees (not partners/members of Advisor parent) .
• Consultant usage: FTI Consulting advised on a 2021 OPP; no consultant involvement in NEO matters during 2024 or prior period; company maintains clawback policy consistent with SEC/NYSE rules .

Director Compensation Policy Context (for completeness)

Overall, Mr. Weil’s central leadership role at AR Global (provider of NYC’s advisory and property management services) combined with material related‑party fees and a substantial advisory termination fee represent ongoing conflict‑of‑interest risks. NYC relies on independent committees and a Lead Independent Director to mitigate these risks, and Mr. Weil’s Board attendance/engagement was strong; however, his minimal direct ownership in NYC and non‑independent status limit “skin‑in‑the‑game” alignment .