Jodi Hanson Bond
About Jodi Hanson Bond
Independent Class III director at Sunrise Realty Trust, Inc. (SUNS) since July 2024; age 54. Background includes senior public-policy and global business roles: EVP/Head of Government & Industry Relations at Chubb (2017–2019), CEO of Quantum Wave Strategies (since 2020), President of DevryBV Sustainable Strategies (since 2020), and leadership at the U.S. Chamber of Commerce; former independent director at Fifth Street (2017–2021) and AFC Gamma director (2020; resigned at SUNS spin-off). Education: M.A. in Government (Johns Hopkins) and B.A. in Politics (Whitman); member, NACD and Economic Club of Washington .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chubb Limited | EVP, Head of Government & Industry Relations | Oct 2017–Sep 2019 | Led global policy and industry relations |
| Fifth Street Asset Management | Independent Director | Mar 2017–Jun 2021 | Governance oversight during transition period |
| U.S. Chamber of Commerce | SVP, International; President/Director, multiple subsidiaries | Oct 2011–Oct 2017 | Led U.S.-Colombia, Brazil-U.S., Argentina, Cuba business councils |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quantum Wave Strategies, LLC | Chief Executive Officer | Since Mar 2020 | Private advisory firm |
| DevryBV Sustainable Strategies | President | Since Aug 2020 | Sustainability advisory |
| NACD; Economic Club of Washington | Member | Ongoing | Director professional associations |
| AFC Gamma, Inc. (AFCG) | Director | 2020; resigned at SUNS spin-off (2024) | Resigned in connection with spin-off to avoid interlocks |
Board Governance
- Independence: Board affirmed Bond is independent under Nasdaq rules; all three standing committees are fully independent .
- Committee assignments and roles:
- Audit & Valuation Committee: Member (Chair: Alexander Frank) .
- Compensation Committee: Member (Chair: James Fagan) .
- Nominating & Corporate Governance Committee: Chair .
- Attendance: Since the July 2024 spin-off, the Board met 8 times; Audit 9; Compensation 1; Nominating 1. Each director attended at least 85% of aggregate meetings of the Board and committees served (Bond included) .
- Lead Independent Director: Alexander C. Frank .
- Executive sessions: Independent directors meet in regularly scheduled sessions without management .
- Risk oversight: Audit & Valuation oversees related-party transactions and fees payable to Manager; Nominating/Governance conducts annual board and committee self-evaluations (Dec 2024) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $50,000 | Paid quarterly; no per-meeting fees |
| Lead Independent Director retainer | $10,000 | Not applicable to Bond |
| Audit & Valuation Chair retainer | $10,000 | Not applicable to Bond |
| Compensation Chair retainer | $5,000 | Not applicable to Bond |
| Nominating & Corporate Governance Chair retainer | $5,000 | Applicable to Bond |
| 2024 fees earned (Bond) | $27,500 | Reflects partial-year service and chair fee |
Performance Compensation
| Award Type | Grant/Status | Shares | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock (2024 director grant) | Unvested as of 12/31/2024 | 761 | $10,007 | Scheduled to vest Dec 19, 2025 | Annual grant under 2024 Stock Incentive Plan; time-based vesting (no performance metrics disclosed) |
- Performance metrics: No director-specific performance metrics tied to equity compensation disclosed; director grants are time-based restricted stock under the 2024 Stock Incentive Plan .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Potential Interlock/Conflict |
|---|---|---|---|
| AFC Gamma, Inc. | Prior | Director (resigned at SUNS spin-off) | Resignation mitigated cross-board interlock with SUNS; multiple SUNS insiders also affiliated with AFCG and Manager . |
Expertise & Qualifications
- Global business practitioner with executive leadership in corporate advancement and strategy across multiple countries; public policy and government affairs expertise .
- Financial literacy affirmed for Audit committee membership; Board notes NACD membership .
- Education: Johns Hopkins (M.A. Government); Whitman College (B.A. Politics) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Jodi Hanson Bond | 21,228 | <1% | Includes 761 unvested restricted shares; total shares outstanding 13,421,494 (as of Apr 1, 2025) . |
- Insider trading policy prohibits hedging and pledging of SUNS securities by insiders (directors included) .
- Director stock awards outstanding: 761 unvested restricted stock awards scheduled to vest Dec 19, 2025 .
Insider Trades (last 24 months)
| Date | Type | Shares | Price | Post-Trade Holdings | Source |
|---|---|---|---|---|---|
| Jul 11, 2024 | Open-market purchase | 16,050 | $11.78 | 20,467 |
Governance Assessment
-
Strengths:
- Independent director with chair role on Nominating & Corporate Governance; active across all independent committees, supporting board evaluation, succession planning, and governance policy updates .
- Audit & Valuation oversight includes related-party transactions and Manager fees—critical given SUNS’ external management structure .
- Solid attendance (85%+), and independent sessions enhance oversight .
- Director compensation modest; equity grants are time-based, promoting alignment without excessive risk-taking .
-
Risks and red flags:
- Extensive related-party exposure at company-level: external Manager (beneficially owned by Executive Chairman and affiliates), administrative and services agreements, affiliate credit facility, and co-investments with SRT; requires vigilant committee oversight (Bond participates on Audit & Valuation and chairs Governance) .
- No disclosed director stock ownership guidelines; reliance on annual RS grants; hedging/pledging prohibited mitigates alignment concerns .
- Concentration of leadership/affiliates across AFCG and SUNS ecosystems (though Bond resigned from AFCG board at spin-off) necessitates continued monitoring for interlocks and independence perceptions .
Shareholder Vote Signals (2025 Annual Meeting)
| Proposal | For | Withheld/Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Elect Leonard M. Tannenbaum | 7,165,575 | 510,615 | — | 3,834,670 |
| Elect Alexander C. Frank | 7,352,045 | 324,145 | — | 3,834,670 |
| Ratify CohnReznick LLP | 11,360,481 | 49,785 | 100,594 | — |
- No say-on-pay proposal in 2025; auditor ratification support was high .
Committee Composition Snapshot
| Committee | Members | Chair | Independence Notes |
|---|---|---|---|
| Audit & Valuation | Frank; Bond; Fagan | Frank | All independent; Frank = “financial expert”; committee approves related-party transactions and oversees Manager fees . |
| Compensation | Frank; Bond; Fagan | Fagan | All independent; authority to retain independent consultants; oversees equity plan . |
| Nominating & Corporate Governance | Frank; Bond; Fagan | Bond | All independent; oversees governance principles and annual board/committee evaluations . |
Policies Relevant to Governance Confidence
- Insider Trading, Hedging/Pledging: Prohibited for insiders .
- Compensation Clawback (officers): Adopted per SEC/Nasdaq rules .
- Related-party transactions: Formal policy; Audit & Valuation Committee pre-approves/monitors; chair can act between meetings .
- Corporate Governance Guidelines available on SUNS IR site; board diversity and skill-set criteria considered in nominations .
Overall, Bond’s committee footprint (Audit, Compensation, and as Governance Chair) positions her as a key independent check on SUNS’ external-manager model and affiliate transactions. Continued transparency on related-party terms and rigorous committee oversight remain essential to investor confidence .