Michael Steiner
About Michael Steiner
Michael L. Steiner, age 55, has served as an independent director of Chicago Atlantic Real Estate Finance, Inc. (REFI) since 2021, with nearly 30 years of management and financial experience leading Service Energy LLC and Petroleum Equipment, Inc. . He holds a BA in History from Wake Forest University and an MBA from the University of Delaware . As of April 4, 2025, Steiner beneficially owns 274,109 shares (1.3% of outstanding), reflecting significant personal alignment with shareholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Service Energy LLC | President | May 1992 – Sep 2021 | Led third‑generation company with 200+ employees, logistics fleet, and large storage facilities |
| Petroleum Equipment, Inc. | President | May 1992 – Sep 2021 | Oversaw operations and financial management; complements REFI board oversight experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current or prior public company board roles disclosed for Steiner |
Board Governance
- Independence: The Board affirmatively determined Steiner is independent under Nasdaq and SEC rules .
- Committee assignments (current, post-2025 AGM):
- Compensation Committee: Member; Chair is Brandon Konigsberg .
- Nominating & Corporate Governance Committee: Member; Chair is Jason Papastavrou .
- 2024 Board activity and attendance: Board held 6 meetings; Audit Committee 4; Compensation Committee 1; Nominating Committee 0; all incumbent directors attended at least 75% of Board and committee meetings .
- Board leadership: Executive Chairman is John Mazarakis; Lead Independent Director is Dr. Jason Papastavrou (presides over executive sessions of independent directors) .
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer (Director) | $50,000 | $72,500 |
| Lead Independent Director cash premium | N/A for Steiner | N/A for Steiner |
| Audit Chair cash premium | N/A for Steiner | N/A for Steiner |
| Compensation Chair cash premium | N/A for Steiner | N/A for Steiner |
| Nominating Chair cash premium | N/A for Steiner | N/A for Steiner |
| Meeting fees | None (no per‑meeting fees) | None (no per‑meeting fees) |
| Total fees earned (as reported) | $50,000 (cash) | $72,500 (cash) |
Notes:
- Directors must attend at least 75% of meetings to be eligible for director compensation .
Performance Compensation
| Equity Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual equity grant (fair value) | $0 | $75,000 (stock awards) |
RSU grant detail and vesting schedule (cumulative director RSUs awarded to Steiner):
| Grant Date | Shares | Vesting Schedule | Notes |
|---|---|---|---|
| Dec 10, 2021 | 4,688 | 3‑year: one‑third after 12 months; one‑eighth after Mar 31, 2023; remaining one‑eighth quarterly thereafter | Award under 2021 Omnibus Incentive Plan |
| Dec 31, 2022 | 4,976 | 3‑year: one‑third after 12, 24, and 36 months | Award under 2021 Omnibus Incentive Plan |
| Apr 1, 2024 | 4,811 | 1‑year vesting | Award under 2021 Omnibus Incentive Plan |
| Apr 1, 2025 | 5,071 | 1‑year vesting | Award under 2021 Omnibus Incentive Plan |
Performance metrics used for director equity:
| Category | Detail |
|---|---|
| Metric type | None (director RSUs are time-based; no revenue/EBITDA/TSR metrics disclosed) |
| Clawback provisions | Company discloses code of ethics and insider trading policy; specific director equity clawback terms not disclosed in proxy |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| None disclosed for Steiner | — | No interlocks identified in proxy biographies |
Company-level related party context (oversight relevance):
- REFI engages in related party transactions overseen by the Audit Committee, including co‑investments and transactions with affiliates; the Executive Chairman holds senior roles at Vireo Growth Inc., creating related party classification for certain loans, monitored by the Audit Committee .
Expertise & Qualifications
- Nearly 30 years as a president/operator in energy distribution and equipment services, providing operational and financial oversight experience .
- Academic credentials: BA (Wake Forest), MBA (University of Delaware) .
Equity Ownership
| Metric | Apr 4, 2024 | Apr 4, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 232,009 | 274,109 |
| Ownership % of outstanding | 1.2% (based on 19,100,282 shares) | 1.3% (based on 20,967,457 shares) |
| Holdings breakdown | 143,893 Steiner Trust; 22,644.4 Revocable Trust; 53,510 Service Energy Profit Sharing FBO Michael; 8,741.75 Service Energy Profit Sharing FBO Jennifer; 6,300 children IRAs; includes DRIP shares | 157,028 Steiner Trust; 24,746 Revocable Trust; 58,495 Service Energy Profit Sharing FBO Michael; 9,556 Service Energy Profit Sharing FBO Jennifer; 6,300 children IRAs; includes DRIP shares |
| Restricted stock included | 14,475 RSUs across 2021, 2022, 2024 grants | 19,546 RSUs across 2021, 2022, 2024, 2025 grants |
| Pledging/Hedging | Company policy restricts hedging/monetization and pledging (requires pre‑approval and financial capacity to repay without pledged securities) |
Governance Assessment
- Alignment: Steiner’s substantial personal ownership (1.3% in 2025) and ongoing RSU grants strengthen alignment with shareholders; hedging/pledging restrictions further support alignment .
- Board effectiveness: Active participation on Compensation and Nominating & Corporate Governance committees; independent status affirmed; Board met 6 times in 2024 with committee oversight of pay, governance, and related parties; attendance thresholds enforced for compensation eligibility .
- Compensation structure: Director pay is primarily fixed cash plus time‑based RSUs (no performance metrics), which is typical for REIT boards but reduces pay‑for‑performance sensitivity at the director level .
- Potential conflicts: No Steiner‑specific related party transactions disclosed. Company‑level related party transactions (e.g., Vireo loans) are overseen by the Audit Committee; Steiner is not on the Audit Committee, which may limit his direct oversight of related party approvals but is balanced by committee independence and structure .
- RED FLAGS: None specific to Steiner identified in the proxy (no pledging disclosed, independence affirmed, attendance thresholds met) . Company‑level related party activity warrants ongoing monitoring of Audit Committee controls and disclosure quality .