James Fagan

About James Fagan

James Fagan, 66, is an independent Class II director of Sunrise Realty Trust (SUNS) since July 2024, with his current term expiring at the 2026 annual meeting . He has 40 years of commercial real estate experience in senior roles at CBRE and Cushman & Wakefield, overseeing major metro offices (CT, Long Island, NJ, Manhattan), acting as broker on hundreds of millions of dollars in leasing and capital markets transactions, and helping implement acquisitions and strategic initiatives at both firms; he holds a degree from the University of Connecticut . The Board has affirmatively determined he is independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Independence and structure: The Board has determined Mr. Fagan is independent; SUNS has three fully independent committees (Audit & Valuation; Compensation; Nominating & Corporate Governance) .
• Committee assignments: Audit & Valuation Committee member (financially literate); Compensation Committee Chair; Nominating & Corporate Governance Committee member .
• Attendance and engagement: Post spin-off (July–Dec 2024), the Board held 8 meetings; every director attended at least 85% of Board and committee meetings on which they served; independent directors meet in regular sessions without management .
• Lead independent oversight: Alexander C. Frank serves as Lead Independent Director, providing additional independent oversight .
• Related-party oversight: The Audit & Valuation Committee (which includes Mr. Fagan) reviews and approves related-party transactions and oversees amounts payable to the external Manager and Management Agreement renewals—central to addressing conflict risks inherent to external management .

Fixed Compensation

Policy highlights (independent directors): annual cash retainer $50,000; Lead Independent +$10,000; Audit Chair +$10,000; Compensation Chair +$5,000; Nominating Chair +$5,000; no per-meeting fees; eligibility requires ≥75% attendance; directors may receive equity awards under the 2024 Stock Incentive Plan .

Notes: Appointed July 2024; fees include Compensation Committee Chair retainer; as of Dec 31, 2024, he had 761 unvested restricted stock awards scheduled to vest Dec 19, 2025 .

Performance Compensation

• SUNS discloses no performance-based director compensation; 2024 director pay comprised cash retainers and time-based restricted stock; no option awards granted to directors in 2024 .
• No director-specific performance metrics (e.g., TSR, EBITDA) are used for director compensation in the proxy disclosure .

Other Directorships & Interlocks

• Current public boards: None disclosed beyond SUNS .
• Prior public boards: Director at AFC (2023–resigned in spin-off) .
• Interlocks: Company discloses that one executive officer serves/served on another entity’s board/comp committee where that entity has executives on SUNS’s Board/Comp Committee; none of SUNS’s Compensation Committee members (including Fagan) has ever been a SUNS officer/employee .

Expertise & Qualifications

• 40 years of CRE brokerage and leadership in tri-state markets with transaction and capital markets experience; acquisitions and strategic initiative execution at CBRE and C&W .
• Audit & Valuation Committee member; Board determined all committee members are “financially literate”; Audit Committee Financial Expert designation is held by Alexander Frank (not Fagan) .
• Independent director under Nasdaq rules .

Equity Ownership

• Hedging/pledging: SUNS policy prohibits insiders (including directors) from hedging and from margining/pledging company securities—supportive of alignment with shareholders .

Governance Assessment

Strengths

• Independent director with deep CRE operating and transaction background; chairs Compensation Committee and sits on Audit & Valuation and Nominating & Corporate Governance, aligning his expertise with key oversight areas .
• Good engagement: attended at least 85% of meetings during 2024; independent directors meet in regular executive sessions .
• Equity alignment via restricted stock; anti-hedging/anti-pledging policy reduces misalignment risk .

Risks and RED FLAGS (context Mr. Fagan oversees)

• External management structure with significant insider ownership of the Manager (Tannenbaum family and CEO Sedrish) elevates conflict risk on fees and related-party transactions; Audit & Valuation Committee (including Fagan) is responsible for oversight and approval .
• Related-party financing and co-investments: SUNS has an affiliate SRTF revolving credit facility with an entity indirectly owned by insiders, and numerous affiliate co-investments (SRT and other affiliates) across multiple loans (Houston/Austin/San Antonio/Palm Beach Gardens/Ft. Lauderdale/Miami/New Orleans/Dallas) that require vigilant independent oversight of pricing, terms, fees, and allocations .
• Compensation Committee interlocks disclosure indicates potential cross-board relationships involving a SUNS executive and another entity; while committee independence is affirmed, interlocks can heighten perception risk and should be monitored .

Implications for investors

• Mr. Fagan’s sector expertise and multi-committee roles are positives for board effectiveness, but SUNS’s externally managed model and breadth of related-party activity concentrate oversight burden on independent directors and committees he serves, making monitoring of related-party governance, fee structures, and transaction fairness a key diligence focus each proxy cycle .