Brian Sedrish
About Brian Sedrish
Brian Sedrish, age 51, is Chief Executive Officer and a Class II director of Sunrise Realty Trust, Inc. (SUNS) since July 2024; he previously served as CEO of Southern Realty Trust Inc. (SRT) starting September 2023 . He holds a B.A. from the University of Michigan, an MBA from Northwestern University, and an M.P.A. from Harvard University, with over 20 years in institutional commercial real estate across Related Fund Management and Deutsche Bank special situations . Under his tenure, SUNS’ Q3 2025 GAAP net income was $4.05 million ($0.30 basic EPS), up from $1.74 million ($0.26) in Q3 2024, while interest income rose 132.7% year-over-year to $7.49 million, signaling portfolio expansion and stronger earnings power . Distributable earnings reached $4.12 million in Q3 2025 (basic $0.31), supporting a consistent $0.30 quarterly dividend profile .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Related Fund Management | Managing Director & Portfolio Manager | 2013–2023 | Led institutional CRE investing; deep private equity and deal execution experience . |
| Deutsche Bank | Head of Commercial Real Estate Acquisitions – Special Situations | N/A (prior role) | Focused on special situations acquisitions in CRE; credit and execution expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Southern Realty Trust Inc. (SRT) | Chief Executive Officer | Since Sep 2023 | Leads affiliated private mortgage REIT co-investments alongside SUNS in Southern U.S. CRE markets . |
| SRT Group LLC | Authorized Signatory | Active as of Sep 18, 2025 | Executes SEC 40-APP applications enabling joint transactions among affiliates . |
| TCG RE Agent LLC | Authorized Signatory | Active as of Sep 18, 2025 | Supports affiliated lending platform administrative agency functions . |
| Sunrise Realty Trust, Inc. | Chief Executive Officer & Director | Since Jul 2024 | Principal Executive Officer; certifies SOX 302 and 906 compliance and leads strategic execution . |
| Southern Realty Trust Inc. | Chief Executive Officer | Active as of Sep 18, 2025 | Leads private mortgage REIT; co-invests with SUNS . |
Fixed Compensation
SUNS is externally managed; its executives are employed by the Manager and/or affiliates. The company does not pay salary or bonus directly; it may grant equity awards under the 2024 Stock Incentive Plan. In 2024, the Manager did not seek reimbursement for Mr. Sedrish’s compensation; SUNS reported only equity grants for him .
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) | Stock Awards ($) | Notes |
|---|---|---|---|---|---|
| 2024 | — | — (not disclosed) | — | 499,991 | Executives paid by Manager; equity granted by SUNS . |
Performance Compensation
SUNS’ 2024 awards to Mr. Sedrish were time-based restricted stock; no cash incentive payouts or option grants are disclosed.
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Restricted Stock (RS) – 36,363 shares | N/A | N/A | Grant date fair value $499,991 | Time-based: ~33% on each of the first, second, third anniversaries of July 9, 2024 (i.e., ~12,121 shares vesting on 7/9/2025, 7/9/2026, 7/9/2027), subject to early termination/adjustment per award agreement . |
Detailed equity award position at YE 2024:
| Item | Value |
|---|---|
| Unvested restricted shares | 36,363 |
| Market value of unvested shares (12/31/2024) | $511,991 |
Notes:
- No options or PSUs disclosed for Mr. Sedrish in 2024 .
- SUNS has a Compensation Clawback Policy compliant with SEC/Nasdaq, covering erroneously awarded incentive compensation for the prior three fiscal years .
Equity Ownership & Alignment
| As of date | Total beneficial ownership (shares) | Ownership % of outstanding | Composition | Pledging/Hedging |
|---|---|---|---|---|
| Apr 1, 2025 | 36,363 | <1% | Includes 36,363 unvested restricted stock | Company policy prohibits hedging and pledging by insiders . |
Stock ownership guidelines by multiple of salary are not disclosed. Director ownership is tracked; but if an executive also serves as director, no additional director fees are paid .
Employment Terms
- Role and start date: CEO and director since July 2024; Principal Executive Officer signing SOX certifications .
- Employment structure: Executives are employed by the external Manager and/or affiliates; SUNS reimburses allocable costs under the Management Agreement. For 2024, no reimbursement was sought for Mr. Sedrish’s compensation .
- Change-of-control/severance economics: At the company level, termination of the Management Agreement under certain circumstances triggers a Termination Fee equal to 3x the sum of prior year Base Management Fee plus Incentive Compensation; this is payable to the Manager (not an individual executive severance) .
- Clawbacks: SUNS adopted a compensation clawback policy per SEC/Nasdaq rules .
- Non-compete/non-solicit/garden leave: Not disclosed.
Board Governance
- Board service: Class II director; term expires at 2026 annual meeting . Not independent due to CEO role .
- Leadership: Executive Chairman is Leonard M. Tannenbaum; Lead Independent Director is Alexander C. Frank .
- Committees: Three standing committees—all independent directors: Audit & Valuation (Chair: Frank), Compensation (Chair: Fagan), Nominating & Corporate Governance (Chair: Bond) .
- Attendance: Since the July 2024 spin-off, the Board held 8 meetings; each director attended at least 85% of aggregate Board/committee meetings .
- Director compensation: Executives serving as directors receive no director compensation from SUNS .
- Independence oversight: Independent committees oversee related party transactions and compensation; Audit & Valuation reviews and approves related party transactions and Manager amounts payable .
Dual-role implications:
- As CEO and director, Mr. Sedrish is not independent; independence is mitigated by a Lead Independent Director structure, fully independent committees, and explicit related-party transaction policies under Audit & Valuation oversight .
Company Performance During Sedrish’s Tenure
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Interest income ($) | 3,220,930 | 7,494,713 |
| Net interest income ($) | 3,177,733 | 6,056,166 |
| Management + incentive fees ($) | 422,238 | 1,072,274 |
| Net income ($) | 1,738,363 | 4,054,959 |
| Basic EPS ($) | 0.26 | 0.30 |
| Distributable earnings ($) | 1,850,975 | 4,121,401 |
| Distributable earnings per basic share ($) | 0.27 | 0.31 |
Notes:
- Interest income increased 132.7% YoY in Q3 2025 due to loan portfolio expansion from six to thirteen loans .
- Dividends declared in 2025 were $0.30 per share each quarter through October 15, 2025 .
Related Party Transactions (Conflicts and Controls)
- Manager and affiliate arrangements: Administrative Services Agreement (TCG Services LLC) and Services Agreement (SRT Group LLC) provide personnel and investment functions; SUNS reimburses allocable expenses . The Manager is beneficially owned 63.1% by Mr. Tannenbaum, 8.1% by Mrs. Tannenbaum, 9.3% by other family members/trusts, 7.0% by Mr. Sedrish, 2% by Mr. Hetzel, and 1% by Mr. Katz .
- SRTF Revolving Credit Facility: $75 million commitment; agent/lender is SRT Finance LLC owned by the Tannenbaum family; no outstanding balance as of April 1, 2025 .
- Co-investments: As of Q3 2025, SUNS held 13 co-invested loans with affiliates; SRT (led by Sedrish and Tannenbaum) frequently co-invests in loans alongside SUNS .
- Select 2024–2025 transactions: Multiple co-investments across senior loans and mezzanine/subordinated loans in TX, FL, LA, with interest spreads and terms detailed in the proxy (e.g., Palm Beach Gardens revolving/mortgage loans, Fort Lauderdale whole loan, Dallas refinance, Miami subordinate loan) .
Governance controls:
- Audit & Valuation Committee oversees related party transactions and amounts payable to Manager; renewals require Board approval .
- Explicit insider trading policy banning hedging and pledging mitigates misalignment risks .
Performance & Track Record (Qualitative)
- Strategic focus: Building a new-vintage commercial mortgage REIT focused on transitional real estate assets in the Southern U.S., aiming for stable dividends, portfolio diversification, and efficient financing .
- Transactions led/announced: SUNS committed $35.0 million to a $370.0 million first mortgage loan on Miami towers “Lofty & Standard” in Brickell; Sedrish emphasized sponsor strength and project fit . SUNS committed $30.0 million to a $45.0 million senior bridge loan financing a 7‑story Class‑A retail property in Houston’s Galleria/River Oaks; Sedrish cited tenant quality and demographic tailwinds .
Compensation Committee Analysis
- Composition: All independent directors; Chair James Fagan; members Alexander Frank and Jodi Hanson Bond .
- Scope: Oversees executive and director compensation; expense reimbursement oversight for Manager; administers 2024 Stock Incentive Plan; can retain independent compensation consultants .
- Policy timing: Equity grants are annual/discretionary (e.g., commencement or promotion); no timing around MNPI to affect value .
Equity Award Vesting and Insider Selling Pressure
- Vest schedule for 36,363 RS: ~12,121 shares vest each on 7/9/2025, 7/9/2026, and 7/9/2027, subject to early termination/adjustment per grant agreement . This creates defined annual supply increments; insider hedging/pledging is prohibited, reducing leverage-driven selling risk .
Director Compensation (for dual-role)
- If a director also serves as an executive officer (e.g., Sedrish), SUNS pays no director cash or equity compensation for board service; independent directors receive retainers and modest equity awards .
Employment Terms (Severance and Change-of-Control)
- Individual severance for Sedrish is not disclosed. At the Manager level, termination fee equal to 3x prior year base management fee plus incentive compensation underscores potential friction costs in a change-of-control/managerial transition scenario .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approvals are not disclosed in the 2025 proxy; director election and auditor ratification were the 2025 voting items .
Compensation Peer Group
- Not disclosed in the 2025 proxy for SUNS .
Expertise & Qualifications
- CRE investing expertise; prior leadership in special situations and portfolio management across major institutions; academic credentials in finance and public administration .
Work History & Career Trajectory
- Progression from Deutsche Bank special situations to Related Fund Management leadership, then CEO roles at SRT and SUNS, aligning with a CRE credit strategy in high‑growth Southern markets .
Risk Indicators & Red Flags
- External management and affiliate co-investments introduce related-party risks; mitigated via independent Audit & Valuation Committee oversight and formal related party transaction policies .
- Manager ownership by Sedrish (7%) presents potential conflicts; governance structures aim to balance oversight .
- Hedging/pledging prohibited; clawback policy in effect per SEC/Nasdaq .
- No disclosures of legal proceedings, SEC investigations, or low say-on-pay vote outcomes specific to Sedrish in available documents .
Investment Implications
- Alignment: Time-based equity and <1% ownership position indicate exposure to SUNS performance; prohibitions on pledging/hedging and clawback policy support alignment and reduce risk of leverage-induced forced selling .
- Retention risk: Equity vests through mid‑2027, providing retention hooks; lack of company-paid salary/bonus and external Manager employment structure may reduce direct cash comp sensitivity but could create monetization incentives around vest dates .
- Governance/conflicts: Extensive co-investments with SRT and Manager ownership stakes require continued scrutiny; SUNS’ independent committees and explicit related party policies are critical to protecting minority shareholders .
- Execution: Under Sedrish, loan portfolio growth drove 133% YoY interest income and higher distributable earnings, supporting the dividend framework; sustained credit performance and disciplined underwriting remain key to valuation and trading signals around earnings and dividend declarations .