Russell Burke III
About Russell E. Burke III
Russell E. Burke III (age 78) is an independent director of Global Self Storage, Inc. and has served on the Board since 2016. He chairs the Compensation Committee and serves on the Audit and Nominating & Governance Committees; the Board has designated him an independent director under Nasdaq rules and an “audit committee financial expert.” His background includes leadership in art investment/appraisal and prior service as a director at Tuxis Corporation, providing governance and industry experience relevant to SELF’s real estate operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ninigret Trading Corporation | President (art investment and appraisal) | — | Leadership/valuation expertise |
| Auction house (unnamed) | President and partner (responsibility for storage/disposal in large estates) | — | Operational oversight; logistics/storage experience |
| Tuxis Corporation | Director | 1997–2016 | Board experience at affiliate-related entity |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Britain Museum of American Art | Board Member | — | Non-profit governance |
Board Governance
- Independence and financial expertise: The Board determined Burke is “independent” under Nasdaq Rule 5605(a)(2) and that he qualifies as an “audit committee financial expert,” reflecting financial sophistication for audit oversight .
- Committee assignments: Compensation Committee (Chair); Audit Committee (Member); Nominating & Governance Committee (Member) .
- Attendance and engagement: In FY 2024, the Board held 2 regular and 5 special meetings; Audit met 4x; Compensation met 2x; Nominating & Governance met 2x. Each director attended 100% of Board and committee meetings—Burke included .
- Board leadership: The Chair is an “interested person” (CEO Mark C. Winmill), and there is no Lead Independent Director; Independent Directors meet in executive session with outside counsel .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual retainer (Independent Directors) | $2,000 | Payable semi-annually |
| Regular Board meeting fee (semi-annual) | $11,000 per meeting | Paid per semi-annual regular meeting attended |
| Special Board meeting fee | $250 per meeting | Paid per special meeting attended |
| Committee meeting fee | $250 per meeting | Paid per committee meeting attended |
| Committee chair fee | $500 per annum per committee chaired | Burke receives for chairing Compensation Committee |
| Education session | $500 per session | Director education attendance |
| Annual Meeting attendance | $500 | For company’s annual meeting |
2024 actuals for Burke:
- Fees earned in cash: $7; Share awards: $27,743; Total: $27,750. Burke elected to receive a portion of his cash compensation in stock and was awarded 5,875 shares (unrestricted; vested immediately) under the 2017 Equity Incentive Plan (grant-date fair value per ASC 718) .
Performance Compensation
As a director, Burke’s compensation is primarily fixed/cash-equivalent with elective stock in lieu of cash; there are no director performance-based awards disclosed in 2024. However, as Compensation Committee Chair, Burke oversees executive incentive design and outcomes. The plan uses AFFO and Same-Store Revenue Growth (SSRG) goals with 0–200% payout and multi-year vesting for earned shares .
2024 executive performance metrics and outcomes:
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| AFFO ($) | 50% | 3,200,310 | 3,555,900 | 3,911,490 | 4,259,327 | 200% (component) |
| SSRG (%) | 50% | -1.75% | -0.60% | 0.55% | 2.90% | 200% (component) |
| Weighted Payout | — | — | — | — | — | 200% overall; CEO and NEO performance shares earned at max, vesting quarterly over remaining period . |
Additional oversight details:
- Consultant: Willis Towers Watson retained since 2017 to advise Compensation Committee on executive pay and long-term equity design .
- Equity style: RS-based awards; no stock options historically; annual performance grants tied to AFFO and SSRG with possible acquisition kicker and change-in-control provisions .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| Tuxis Corporation | Holding company | Former Director (1997–2016) | Historical tie to entities affiliated with SELF’s insiders; not current . |
| New Britain Museum of American Art | Non-profit | Board Member | No disclosed conflict with SELF . |
Expertise & Qualifications
- Audit committee financial expert; financial sophistication recognized by the Board .
- Industry-relevant experience spanning asset valuation, estate logistics/storage, and governance in affiliated and non-profit settings .
- Independent director under Nasdaq standards .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Russell E. Burke | 32,079 | <1% | As of April 7–8, 2025 reporting; no options outstanding at company level; immediate-vested director stock in 2024 from fee election . |
Additional ownership/controls context:
- The company reported no options or other rights exercisable outstanding as of the proxy date (applies company-wide) .
- The proxy does not disclose any pledging by Burke; company-wide, there is no policy prohibiting director hedging—directors must disclose potential conflicts to the Audit Committee (governance caution) .
Governance Assessment
Key positives
- Strong independence profile: Burke is independent and serves as Chair of Compensation while also contributing as an Audit and Nominating & Governance member; recognized as an audit committee financial expert .
- Attendance discipline: 100% attendance across Board and committee meetings in 2024; indicates engagement .
- Pay-for-performance oversight: Compensation Committee uses clear financial metrics (AFFO, SSRG) with structured payout curves and multi-year vesting; external consultant support (WTW) .
- Director equity alignment: Burke elected to receive stock for a portion of director compensation (5,875 shares, immediate vesting) .
Risk indicators and potential red flags
- Board leadership/independence optics: Chair is an “interested person” (CEO), and there is no Lead Independent Director—this can dilute independent oversight; mitigated in part by committee structures and executive sessions .
- Hedging policy gap: The company has not adopted a prohibition on hedging of company securities by directors/employees (alignment concern), though conflicts must be disclosed to the Audit Committee .
- Affiliate relationships: Extensive shared services and affiliate ties within the Winmill entities could present perceived conflicts; policies exist to allocate business opportunities and manage conflicts; no related-party transactions identified involving Burke specifically in the last two fiscal years .
Shareholder feedback signals
- Say-on-Pay approval was ~77% at the 2024 Annual Meeting—acceptable but leaves room for enhanced investor engagement; the Compensation Committee monitors shareholder views .
Committee workload and cadence
- FY 2024 meetings: Audit (4x), Compensation (2x), Nominating & Governance (2x). Full attendance supports diligence, though Compensation Committee cadence is light; outcomes included maximum performance payouts (200%) on executive metrics, which may draw investor scrutiny if not supported by robust relative performance context .