William Zachary
About William C. Zachary
Independent director at Global Self Storage, Inc. (SELF) since 2016; age 60; Audit Committee chair since 2016 and designated audit committee financial expert. Background in underwriting and finance: Chief Development Officer at SunLight General Capital; former head of Municipal Finance at Société Générale; earlier experience in Public Finance at Smith Barney; prior director at Tuxis Corporation (2014–2016). The Board cites his independence under Nasdaq rules and his finance expertise as reasons for nomination and continued service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tuxis Corporation | Director | 2014–2016 | Prior service in self storage sector; finance expertise noted in SELF nomination |
| Société Générale | Head of Municipal Finance | Prior to SunLight General | Led taxable/tax-exempt bonds, interest rate derivatives, traditional banking products |
| Smith Barney | Public Finance Department | Earlier career | Underwriting/public finance experience |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| SunLight General Capital | Chief Development Officer | Current | Owner/developer of distributed solar systems for schools, municipal, and institutional users |
Board Governance
- Independence: The Board determined Zachary is independent under Nasdaq Listing Rule 5605(a)(2); also independent for Audit, Compensation, and Nominating & Governance Committees .
- Committee assignments: Audit (Chair), Compensation (member), Nominating & Governance (member). Audit Committee: Zachary, Burke, Langa, Carroll; Compensation: Burke (Chair), Langa, Zachary, Carroll; Nominating & Governance: Langa (Chair), Burke, Zachary, Carroll .
- Financial expert designation: Board determined Zachary (and Burke, Langa) qualify as audit committee financial experts and possess Nasdaq-required financial sophistication .
- Attendance: 2024 Board held 2 regular and 5 special meetings; each director attended 100% of Board and committee meetings during 2024. Independent directors meet in executive session with outside counsel; all directors attended the 2024 annual meeting .
- Board leadership: Chair is an “interested person” (Mark C. Winmill); no Lead Independent Director designated .
| Committee | Role | Meetings in FY2024 |
|---|---|---|
| Audit | Chair | 4 |
| Compensation | Member | 2 |
| Nominating & Governance | Member | 2 |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $2,000 | Payable semi-annually |
| Semi-annual regular Board meeting fee | $11,000 per meeting | Increased from $10,500 in prior year |
| Special Board meeting fee | $250 per meeting | |
| Committee meeting fee | $250 per meeting | |
| Committee chair fee | $500 per annum per committee chaired | Zachary chairs Audit Committee |
| Company education session | $500 per session | |
| Annual meeting attendance | $500 | |
| Equity in lieu of cash (elective) | Permitted | Value of cash comp may be elected as common stock under 2017 Plan |
| 2024 Director Compensation (Zachary) | Amount |
|---|---|
| Fees earned in cash | $7 |
| Share awards (grant-date fair value) | $27,743; 5,875 shares, unrestricted and immediately vested |
| Total | $27,750 |
Performance Compensation
- No performance-based director compensation disclosed; directors may elect equity in lieu of cash, with immediate vesting and no performance conditions for director grants .
- Company’s executive performance metrics (context for governance): AFFO and Same-Store Revenue Growth (SSRG) used for NEO restricted share grants; 2024 results AFFO $4,259,327 and SSRG 2.90%, yielding 200% payout on performance shares, vesting quarterly over four years .
| Executive Performance Metrics (FY2024) | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| AFFO (50% weight) | $3,200,310 | $3,555,900 | $3,911,490 | $4,259,327 | 200% |
| SSRG (50% weight) | -1.75% | -0.60% | 0.55% | 2.90% | 200% |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlocks |
|---|---|---|
| Tuxis Corporation | Director (2014–2016) | Prior board service in sector; no current interlock disclosed |
- Affiliates/related parties context: Multiple SELF directors and officers also hold roles at Winmill & Co. affiliates (Winco, Tuxis, Midas Securities, Bexil), with disclosed ownership positions; Board has adopted policies to mitigate conflicts and allocate opportunities to SELF when primarily self storage-related .
Expertise & Qualifications
- Finance and underwriting expertise; municipal finance, fixed income, derivatives (Société Générale; Smith Barney). Selected for board due to prior self storage board experience and extensive finance background. Designated audit committee financial expert .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Date/Source |
|---|---|---|---|
| William C. Zachary | 9,935 | <1% | As of April 7, 2025 (ownership table) |
| Post-transaction holding | 15,267 | <1% | After Form 4 transaction dated Nov 17, 2025 |
| Director equity election | 5,875 shares | N/A | 2024 director fees paid in shares; unrestricted and immediately vested |
- Pledging/hedging: No pledged shares disclosed; Company does not prohibit hedging but requires disclosure and Audit Committee approval for material transactions that could create conflicts .
Shareholder Votes and Attendance Signals
| Item | 2024 | 2025 |
|---|---|---|
| Say-on-Pay: For / Against / Abstain | 3,206,646 / 742,486 / 224,901 | 3,212,459 / 720,320 / 81,246 |
| Say-on-Pay approval (%) | ~77% (per proxy summary) | ~80.0% (computed from counts) |
| Election of Zachary: For / Withheld / Broker non-vote | 3,333,533 / 840,500 / 3,258,485 | 3,028,247 / 985,778 / 3,417,759 |
| Meeting quorum (% of outstanding) | 66.7% | 65.6% |
Insider Trades (last ~24 months)
| Date | Transaction | Shares | Post-Holding | Notes/Source |
|---|---|---|---|---|
| Apr 1, 2025 | Form 4 filed | N/A | N/A | SEC filing index |
| Mar 26, 2025 | Form 4 filed | N/A | N/A | SEC filing index |
| Nov 19, 2024 | Form 4 filed | N/A | N/A | StreetInsider summary |
| Nov 17, 2025 | Form 4 | Shares received in lieu of director cash fees | 15,267 | Fully vested; has voting and dividend rights |
Note: The company’s proxy confirms directors may elect equity in lieu of cash fees under the 2017 Equity Incentive Plan, with immediate vesting for director awards .
Related Party Transactions and Conflicts
- No transactions over $120,000 involving related persons other than those disclosed with affiliates; compensation and administrative services paid to MMC (a Winco subsidiary) and Winco for shared services; amounts: compensation/benefits conduit $3,039,878 (2024), $2,883,067 (2023); admin/support paid to Winco $36,723 (2024), $31,243 (2023). Office rents to affiliates $4,800 (2024); automobile reimbursement to CEO disclosed. Board policies allocate self storage opportunities to SELF over affiliates when primarily related to storage, mitigating conflicts .
- Independence determination excludes Mark and Thomas Winmill due to officer/affiliate roles; Zachary determined independent and serves on key committees comprised entirely of independent directors .
Governance Assessment
-
Strengths:
- Independent director with deep finance credentials; audit chair and designated financial expert; full attendance and active committee roles .
- Transparent director pay framework, modest cash retainers, with elective equity that increases alignment; Zachary elected significant portion in equity in 2024 (5,875 shares) .
- Clean related-party disclosure with no Zachary-specific RPTs; company has conflict-mitigation policies and allocates storage-related opportunities to SELF .
- Shareholder support: 2025 say-on-pay ~80% approval, 2024 ~77% per proxy, indicating improving acceptance of compensation program .
-
Watch items / RED FLAGS:
- Board lacks a Lead Independent Director and is chaired by an “interested person,” potentially weakening independent oversight; independent directors rely on committee structure and executive sessions to counterbalance .
- Company does not prohibit hedging of company stock, which can reduce alignment if utilized; directors must disclose and seek Audit Committee approval for material conflicts .
- Concentrated affiliate ecosystem (Winco, Tuxis, Midas Securities) with overlapping roles by other directors/officers; while policies exist, continued monitoring for interlock-related conflicts is warranted .
Overall, Zachary’s independence, audit leadership, and equity election in lieu of cash support investor confidence in board effectiveness and alignment; structural governance concerns (no Lead Independent Director, hedging not prohibited) merit ongoing monitoring alongside affiliate relationships to ensure robust independent oversight .