Sally Carroll
About Sally Carroll
Sally C. Carroll, Esq., 64, is an independent director of Global Self Storage, Inc. (SELF) serving since 2023. She is a retired member of the New York State Bar with a BA from the University of Virginia and a JD from Duke University School of Law, and brings legal experience including consulting for REITs and asset managers, prior general counsel experience for an investment manager of asset‑backed commercial paper conduits, and corporate/securities law practice at Gaston & Snow and Jones Day .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Investment manager of asset‑backed commercial paper conduits | General Counsel | Not disclosed | Legal leadership in structured finance |
| Gaston & Snow | Corporate & Securities Lawyer | Not disclosed | Corporate/securities legal practice |
| Jones Day | Corporate & Securities Lawyer | Not disclosed | Corporate/securities legal practice |
| Various REITs and asset management firms | Consultant | Not disclosed | Sector-specific advisory (REIT, asset management) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Farmington Property Owners Association | Director | Not disclosed | Non‑public association board role |
Board Governance
- Committee memberships: Audit Committee (member), Compensation Committee (member), Nominating & Governance Committee (member); also listed on Committee of Continuing Directors .
- Committee chairs: Audit Chair – William C. Zachary; Compensation Chair – Russell E. Burke III; Nominating & Governance Chair – George B. Langa; Carroll holds no chair roles .
- Independence: Board determined Carroll is independent under Nasdaq Rule 5605(a)(2); all members of Audit, Compensation, and Nominating & Governance Committees meet applicable independence standards .
- Attendance: In FY2024 the Board held 2 regular and 5 special meetings; each director attended 100% of Board and committee meetings on which they served; directors attended the June 5, 2024 annual meeting .
- Executive sessions: Independent directors regularly meet in executive session with outside counsel at Board meetings .
- Board structure: The Chairman (Mark Winmill) is an “interested person”; the Independent Directors have not appointed a lead independent director .
| Committee | Members | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit | Zachary, Burke, Langa, Carroll | Zachary | 4 |
| Compensation | Burke, Langa, Zachary, Carroll | Burke | 2 |
| Nominating & Governance | Langa, Burke, Zachary, Carroll | Langa | 2 |
| Committee of Continuing Directors | Burke, Langa, Zachary, M. Winmill, T. Winmill, Carroll | Not disclosed | 0 |
Fixed Compensation
| 2024 Director Compensation | Fees Earned in Cash ($) | Share Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Sally C. Carroll, Esq. | 27,250 | — | — | 27,250 |
| Fee Component (Independent Directors) | Amount |
|---|---|
| Annual retainer (cash; payable semi-annually) | $2,000 |
| Semi-annual regular Board meeting fee (per meeting) | $11,000 |
| Special Board meeting fee (per meeting) | $250 |
| Committee meeting fee (per meeting) | $250 |
| Committee chair fee (per committee, per annum) | $500 |
| Company education session (per session) | $500 |
| Annual meeting attendance | $500 |
| Equity election (in lieu of cash; under 2017 Plan) | Available at director’s election |
Notes: In 2024, certain directors elected to receive a portion of cash compensation in common stock; Carroll did not receive share awards in 2024 .
Performance Compensation
- No director performance‑linked compensation metrics (e.g., TSR, EBITDA, ESG) are disclosed for independent directors. Independent directors may elect to receive the value of cash compensation in shares under the 2017 Equity Incentive Plan; this is an election, not a performance award .
Other Directorships & Interlocks
| Person | External Public Company Boards | Committee Roles | Interlocks with SELF Competitors/Suppliers/Customers |
|---|---|---|---|
| Sally C. Carroll | None disclosed | Not applicable | None disclosed |
Expertise & Qualifications
- Legal and governance: Retired NY State Bar attorney with corporate/securities practice and general counsel experience in structured finance (ABCP conduits) .
- REIT sector: Consultant to multiple REITs; selected for Board based on legal experience including REIT sector knowledge .
- Education: BA – University of Virginia; JD – Duke University School of Law .
Equity Ownership
| Metric | As of Apr 7, 2025 | Post 2025-05-21 Form 4 |
|---|---|---|
| Shares beneficially owned | 2,000; less than 1% of outstanding* | 3,776 (post-transaction ownership) |
- Outstanding shares: 11,338,391 as of Apr 7, 2025; table denotes “less than 1%” for Carroll .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares Transacted | Price ($) | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|
| 2023-08-17 | 2023-08-18 | Open market purchase | 2,000 | 5.0699 | 2,000 | https://www.sec.gov/Archives/edgar/data/1031235/000103123523000008/0001031235-23-000008-index.htm |
| 2025-05-21 | 2025-05-22 | Open market purchase | 1,776 | 5.6299 | 3,776 | https://www.sec.gov/Archives/edgar/data/1031235/000103123525000012/0001031235-25-000012-index.htm |
Source: Insider-trades skill output; SEC Form 4 links provided.
Governance Assessment
- Board effectiveness and independence: Carroll is independent and serves on Audit, Compensation, and Nominating & Governance Committees, supporting strong oversight coverage across financial reporting, pay, and governance. FY2024 attendance was 100% for Board and committee meetings, indicating high engagement .
- Alignment: Carroll did not elect share compensation in 2024 but made open‑market purchases (2,000 shares in 2023; 1,776 shares in 2025), increasing holdings to 3,776 shares, a positive alignment signal for investors .
- Conflicts and related parties: Proxy discloses potential structural conflicts involving Winco/Tuxis/Midas affiliates and Company officers/directors; the Board has policies for opportunity allocation and conflict mitigation. No related‑party transactions involving Carroll were reported in the last two fiscal years .
- Governance structure risk indicators:
- The Chairman is an interested person and there is no lead independent director; this may constrain independent Board leadership, though committee structures concentrate oversight among independent directors .
- Audit oversight appears active (four meetings in FY2024), with multiple financial experts on the Audit Committee; Carroll is a member (not designated a financial expert) .
RED FLAGS
- Absence of a lead independent director under an interested Chairman structure could be viewed as a governance weakness in independent Board leadership .
- Broader affiliate relationships (Winco/Tuxis/Midas) present ongoing structural conflict considerations; continued monitoring of related‑party transactions and independence assertions is warranted .
Positive Signals
- Independent status, full attendance, and service across key committees bolster board effectiveness .
- Open‑market purchases by Carroll suggest personal capital alignment with shareholders .