Mark Winmill
About Mark Winmill
Mark C. Winmill, age 67, is Global Self Storage’s Chairman, President, and Chief Executive Officer, and has served as a director and executive officer since 2012; he is not independent and also leads the Executive Committee . In 2024, SELF delivered record total revenues of $12.5 million and AFFO of $4.3 million, with net income of $2.1 million, while cumulative TSR in the pay-versus-performance table rose to $122 from $90 over 2022–2024, indicating moderate shareholder value creation alongside improving operations . Winmill’s compensation program ties long-term equity to AFFO and same-store revenue growth (SSRG), and in 2024 achieved the maximum 200% performance payout on these metrics, reflecting strong execution against financial and operating goals .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Global Self Storage, Inc. | Chairman, President & CEO; Director | Since 2012 | Leads strategy, acquisitions, development, operations; sets compensation incentives |
| Tuxis Corporation | CEO, President & Director | Not disclosed | Affiliate leadership; contributes to capital allocation and operations across related entities |
| Winmill & Co. Incorporated (Winco) | Executive Vice President & Director | Not disclosed | Affiliate oversight, investment strategy coordination |
| Midas Management Corporation | Vice President; Chief Investment Strategist | Not disclosed | Investment strategy and capital markets expertise |
| Midas Securities Group, Inc. (Broker-Dealer) | Principal | Not disclosed | Brokerage oversight and capital markets connectivity |
| The Funds (Bexil Investment Trust, Foxby Corp., Midas Series Trust) | Vice President | Not disclosed | Board-level governance and financial oversight within affiliates |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tuxis Corporation | CEO, President & Director | Not disclosed | Affiliate network role supporting SELF’s broader strategy |
| Winco | Executive Vice President & Director | Not disclosed | Affiliate governance, finance, and operational alignment |
| Midas Management Corporation | Vice President; Chief Investment Strategist | Not disclosed | Strategic investment guidance |
| Midas Securities Group, Inc. | Principal | Not disclosed | Market access and brokerage activities |
| The Funds | Vice President | Not disclosed | Governance experience and financial expertise |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 447,000 | Not disclosed | 17,192 | 75,252 | Monthly base in CEO agreement: $37,250 |
| 2023 | 427,000 | Not disclosed | 16,423 | 67,175 | — |
| All Other Compensation (2024) | Amount ($) |
|---|---|
| 401(k) match | 19,936 |
| Benefits (medical, dental, vision, life, LTD) | 32,302 |
| Auto lease and insurance (company reimburses $1,000/month; excess repaid by Winmill) | 23,014; $8,198 reimbursed to SELF by Winmill |
Performance Compensation
| Component | Metric | Weighting | Threshold | Target | Maximum | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|---|
| FY2024 PSU | AFFO | 50% | $3,200,310 | $3,555,900 | $3,911,490 | $4,259,327 | 200% | Earned shares vest quarterly 6.25% over 4 years; 25% vested by 3/31/2025 |
| FY2024 PSU | SSRG | 50% | -1.75% | -0.60% | 0.55% / 2.90% (Max/Actual) | 2.90% | 200% (weighted with AFFO) | Same as above |
| Equity Grants & Outstanding (CEO) | Shares (#) | Market Value ($) | Key Terms |
|---|---|---|---|
| Time-vesting RS | 32,425 | 172,825 (at $5.33) | Vests quarterly 6.25% based on service; grants on 3/25/2021 and 3/25/2024 |
| Performance-vesting RS (unvested at 12/31/2024) | 33,334 | 177,670 (at $5.33) | 6.25% quarterly; vesting tied to annual AFFO & SSRG goals (2021–2024 grants) |
| FY2024 earned PSU | 25,344 | Not disclosed | Earned at 200%; 25% vested by 3/31/2025, remainder quarterly 6.25% |
| FY2025 Plan Design (approved 3/25/2025) | Detail |
|---|---|
| Annual performance RS grants to CEO: 12,672 shares; 0–200% earned on AFFO and SSRG; quarterly vest over remaining 4-year period; +25% shares earned if acquisitions reach a defined threshold; dividends on unearned shares retained and released only upon earning . | |
| Change-in-control mechanics: Earned shares at CIC equal greater of granted or performance through CIC date; if terminated without Cause or with Good Reason post-CIC, all unvested restricted shares fully vest (double-trigger acceleration) . |
Equity Ownership & Alignment
| Holder | Beneficial Ownership (shares) | % Outstanding | Notes |
|---|---|---|---|
| Mark C. Winmill (CEO) | 794,597 | 7.01% | Includes 182,363 restricted shares subject to transfer/forfeiture restrictions; 118,476 directly owned via personal funds |
| Options outstanding | — | — | No options or similar rights outstanding at proxy date |
| Pledging | Not disclosed | — | No explicit pledging disclosure; company does not prohibit hedging; material transactions require Audit Committee disclosure/approval |
| Ownership guidelines | Not disclosed | — | Not disclosed in proxy |
Related Affiliates and Indirect Interests:
- CEO may be deemed to have indirect beneficial ownership through Tuxis (284,478 shares), Winco (40,183), and Midas Securities (135,101), and as trustee of Michael M. George Trust (21,997); he disclaims beneficial ownership of affiliate-held shares and those trust holdings .
Employment Terms
| Term | Provision |
|---|---|
| Agreement date & term | Second amended & restated agreement signed March 25, 2024; initial 3-year term; auto one-year extensions unless 90 days’ non-renewal notice . |
| Base salary | $37,250 per month (annualized $447,000) . |
| Annual bonus | Eligible based on performance goals established by Board/Compensation Committee; specific target % not disclosed . |
| Severance (without Cause, Good Reason, or non-renewal) | Accrued compensation; 3x (annual base + greater of 2-year average bonus or target bonus); 24 months health benefits for CEO and dependents; general release required . |
| Death/disability | Accrued compensation; prorated annual bonus; 24 months health benefits . |
| Restrictive covenants | Confidentiality (indefinite); non-compete/non-solicit during employment and 12 months thereafter . |
| Equity treatment at CIC | Greater of granted or performance-through-date earned; full vesting upon termination without Cause or with Good Reason following CIC . |
Board Governance
- Roles and independence: Winmill serves as Chairman and CEO and is an “interested person”; the Board has not appointed a Lead Independent Director; four of six directors are independent under Nasdaq rules . This dual-role structure centralizes agenda control and liaison functions with independent directors, with committee structures intended to balance oversight .
- Committees: Audit (Zachary—Chair; Burke, Langa, Carroll); Compensation (Burke—Chair; Langa, Zachary, Carroll); Nominating & Governance (Langa—Chair; Burke, Zachary, Carroll); Executive Committee (Mark Winmill—sole member); Committee of Continuing Directors (Burke, Langa, Zachary, Mark Winmill, Thomas Winmill, Carroll) .
- Attendance: In 2024, Board met 7 times; each director attended 100% of Board and committee meetings .
- Director compensation: Non-independent directors (including Winmill) receive no director fees; independent director cash and equity program disclosed (Winmill’s director compensation is $0) .
- Say-on-pay: 2024 advisory approval was ~77%; frequency set to annual at 2023 meeting .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 11,569,279* | 11,798,138 | 12,095,113 |
| EBITDA ($) | 5,194,769* | 4,765,377* | 4,531,512* |
Values retrieved from S&P Global.*
Additional operating highlights (2024):
- Net income: $2.1 million; AFFO: $4.3 million; FFO: $3.9 million; same-store occupancy 92.9%; record SSRG and revenue per leased square foot; maintained $0.29 dividends; extended $15 million revolver .
Related-Party Transactions and Conflicts
- PEO/MMC & Winco allocations: Company paid MMC (affiliate conduit for payroll/benefits) $3,039,878 in 2024 and Winco $36,723 for administrative support; 401(k) matching allocated among affiliates ($107,456 for SELF); reimbursables to MMC/Winco totaled $34,973 at year-end .
- Auto reimbursement: $1,000/month to CEO with excess repaid by CEO ($8,198 in 2024) .
- Affiliate leases: Office/storage leases with affiliates generated $4,800 in rent (2024) .
- Conflict mitigation: Policies allocate self storage opportunities to SELF when conflicts arise with affiliates; officers encouraged to notify affiliates of opportunities; charter ownership limits cap individual holdings under 9.8% for REIT qualification and anti-concentration purposes .
Risk Indicators & Red Flags
- Hedging policy: Company has no prohibition on hedging; directors/executives must disclose material transactions to Audit Committee—potential alignment concern versus best-practice prohibitions .
- Leadership structure: CEO also serves as Chairman; no Lead Independent Director—heightened governance scrutiny on independence and oversight .
- Severance leverage: 3x salary+bonus multiple is generous for a micro-cap REIT, increasing parachute economics; combined with CIC equity acceleration (double trigger) may raise pay-risk concerns if performance deteriorates .
- Affiliates and interlocks: Extensive roles across affiliates (Tuxis, Winco, Midas entities) and familial ties with director Thomas Winmill—requires continued vigilance on related-party transactions and opportunity allocation .
- Say-on-pay: 77% support indicates moderate shareholder endorsement but below typical large-cap averages, warranting monitoring of investor feedback .
Investment Implications
- Alignment positives: CEO’s 7.01% beneficial ownership and multi-year performance equity tied to AFFO and SSRG, with 200% payout in 2024, signal strong alignment with cash flow and operating KPIs; quarterly vesting over four years supports retention .
- Selling pressure: Earned FY2024 performance shares begin vesting (25% by March 31, 2025 and 6.25% quarterly thereafter), potentially creating periodic Form 4 activity and modest supply overhang; monitoring insider transactions is advisable .
- Governance watchpoints: CEO+Chairman dual role without a Lead Independent Director, permissive hedging policy, and generous severance/CIC terms merit careful oversight, particularly if TSR or net income momentum stalls .
- Performance execution: Record revenues, AFFO, and improved occupancy underpin pay outcomes; sustained same-store growth and disciplined capital allocation (revolver extension, balance sheet resources) support continued value creation if macro headwinds abate .