Thomas Winmill
About Thomas B. Winmill
Thomas B. Winmill, Esq. (age 65) has served on the Global Self Storage (SELF) board since 1997. He is a member of the New York State Bar and serves on the SEC Rules Committee and the Principal Underwriters Working Group of the Investment Company Institute. The board cites his finance, accounting, regulatory, investment, and board operations expertise; however, he is not deemed independent due to officer roles at SELF affiliates and his familial relationship to SELF’s CEO/Chair (brother of Mark C. Winmill) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Self Storage, Inc. (SELF) | Director | Since 1997 | Member, Committee of Continuing Directors (met 0x in 2024) |
| Bexil Investment Trust | President, CEO, Chief Legal Officer, Director/Trustee | Current (2025) | Signed 2025 filings as President/CEO, evidencing active executive role |
| Foxby Corp. | President, CEO, Chief Legal Officer, Director/Trustee | Current (2025) | Signed 2025 filings as President/CEO, evidencing active executive role |
| Midas Series Trust | President, CEO, Chief Legal Officer, Director/Trustee | Current (per SELF proxy) | Investment company leadership |
| Bexil Advisers LLC; Midas Management Corp. | President, CEO, Chief Legal Officer | Current (per SELF proxy) | Registered investment advisers |
| Midas Securities Group, Inc. | President, CEO, Chief Legal Officer, Director | Current (per SELF proxy) | Registered broker-dealer leadership |
| Bexil Corporation; Winmill & Co. Incorporated (Winco) | President/Chief Legal Officer; Executive VP/Director | Current (per SELF proxy) | Holding companies; affiliate governance |
| Bexil American Mortgage Inc. | Director | Current (per SELF proxy) | Board oversight |
External Roles
| Company/Entity | Type | Role/Capacity |
|---|---|---|
| Investment Company Institute | Industry body | Member, SEC Rules Committee; Principal Underwriters Working Group |
| Bexil Investment Trust | Registered fund | President/CEO; signer of 2025 report |
| Foxby Corp. | Registered fund | President/CEO; signer of 2025 report |
Board Governance
| Item | Detail |
|---|---|
| Board committees (SELF) | Audit (Zachary—Chair; Burke; Langa; Carroll), Compensation (Burke—Chair; Langa; Zachary; Carroll), Nominating & Governance (Langa—Chair; Burke; Zachary; Carroll). Thomas is not on these committees . |
| Other board committees | Committee of Continuing Directors: Burke, Langa, Zachary, Mark C. Winmill, Thomas B. Winmill, Carroll (did not meet in 2024). Executive Committee: Mark C. Winmill only . |
| Independence status | Not independent (officer of affiliates and familial tie to CEO/Chair) . |
| Attendance | 2024: Board held 2 regular + 5 special meetings; each director attended 100% of Board and relevant committee meetings . |
| Years of service | Director since 1997 . |
| Board leadership | CEO Mark C. Winmill is also Chairman; no Lead Independent Director; independents hold regular executive sessions with outside counsel . |
Fixed Compensation (Director)
| Element | Amount/Policy |
|---|---|
| Director cash retainers/fees | $0 (members who are not independent receive no director compensation) . |
| Equity for board service | Not applicable to non‑independent directors (independent directors may elect shares in lieu of cash) . |
Performance Compensation (Company pay-for-performance framework overseen by Board)
2024 performance-vesting metrics for NEO equity awards (context for board oversight of pay-for-performance):
| Metric | Weight | Threshold | Target | Maximum | Actual FY2024 | Payout |
|---|---|---|---|---|---|---|
| Adjusted Funds From Operations (AFFO) | 50% | $3,200,310 | $3,555,900 | $3,911,490 | $4,259,327 | 200% |
| Same-Store Revenue Growth (SSRG) | 50% | -1.75% | -0.60% | 0.55% | 2.90% | 200% |
| Weighted payout (CEO/NEOs) | — | — | — | — | — | 200% (e.g., CEO earned 25,344 performance shares at 200%) |
Notes:
- 2024 awards vest quarterly over 4 years; dividends accrue and release only on earned shares; 2025 grants maintained the same AFFO/SSRG construct with change-in-control protections .
- Say-on-pay support in 2024 was ~77% (moderate) .
Other Directorships & Interlocks
| Entity | Relationship to SELF | Role/Notes |
|---|---|---|
| Tuxis Corporation | SELF affiliate; holds 2.51% of SELF shares | Thomas is not listed as officer; Mark C. Winmill is CEO/Director; affiliation relevant to conflicts . |
| Winmill Family Trust / Winco / Midas Securities | SELF affiliates; aggregate affiliate ownership ~10.2% | Governance/ownership interlocks across affiliates; Thomas is a trustee/control person at affiliates . |
| Bexil Investment Trust; Foxby Corp.; Midas Series Trust | External funds | Thomas serves as President/CEO/CLO/Director/Trustee . |
Expertise & Qualifications
- Legal: Member of NY State Bar; broad regulatory and investment company governance experience (ICI committees) .
- Finance/Investment: Longstanding leadership across investment adviser, broker-dealer, and fund complexes; board operations expertise cited by SELF .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Thomas B. Winmill | 460,862 | 4.06% | Attributed via Winmill Family Trust/Winco aggregation; Thomas disclaims beneficial ownership of those affiliate shares; personally owns 1,100 shares . |
| Personal direct holdings | 1,100 | <1% | As stated; remainder is via affiliates and disclaimed by Thomas . |
Ownership alignment and policies:
- No prohibition on hedging transactions; conflicts must be disclosed to and approved by the Audit Committee under the Code of Conduct and Ethics .
- No director stock ownership guidelines disclosed in the proxy .
Related-Party Exposure (Conflict Risk)
- Shared services and payroll through affiliates: SELF paid $3,039,878 to Midas Management Corporation (MMC) in 2024 for compensation/benefits (PEO arrangement), and $36,723 to Winco for administrative/support functions; 401(k) matching allocated $107,456; year-end payables to MMC/Winco totaled $34,973 .
- SELF leases office space/storage to affiliates: $4,800 rental income in 2024 .
- Family tie: Thomas and Mark C. Winmill are brothers; Mark is CEO/Chair; Thomas is not independent .
- Business opportunity allocation: policy gives SELF sole right to pursue storage business opportunities when both SELF and affiliates could compete, designed to mitigate conflicts .
Governance Assessment
Strengths
- Deep capital markets/investment company governance experience; decades of board tenure can aid oversight .
- 100% attendance in 2024 across Board/committees; active independent committee structure (Audit/Comp/Nominating) fully independent and meeting regularly .
Risks and RED FLAGS
- Not independent; familial relationship to CEO/Chair; concentrated leadership (no Lead Independent Director) may limit independent challenge of management .
- Extensive affiliate interlocks and meaningful affiliate service payments create ongoing related-party exposure; continued vigilance needed (and transparent allocation methodologies) .
- Hedging not prohibited by policy, which can weaken alignment; no disclosed director ownership guidelines .
- Say-on-pay support at ~77% in 2024 indicates some shareholder concerns with pay design/levels; Compensation Committee uses WTW and ties LTI to AFFO/SSRG, but monitoring of outcomes is warranted .
Overall implications
- Thomas brings legal/regulatory expertise and institutional knowledge; however, his non‑independence, family tie to the CEO/Chair, and dense affiliate web require strong independent committee rigor and clear conflict management to sustain investor confidence. Continuous disclosure on related-party transactions, hedging, and ownership alignment practices would help mitigate perceived governance risk .