Robyn Tannenbaum

About Robyn Tannenbaum

Robyn Tannenbaum, 39, serves as President of Sunrise Realty Trust (SUNS) since February 2024. She is President and CIO of AFC Gamma (AFCG) and Head of Capital Markets at Southern Realty Trust (SRT); her background spans investor relations (Fifth Street Asset Management), healthcare M&A (CIT Group), and capital markets, with a B.S. in Finance from Lehigh University (summa cum laude) . SUNS is externally managed; Tannenbaum owns 8.1% of SUNS’s Manager (as of April 1, 2025), aligning her incentives with fee and performance outcomes at the Manager level . Policy prohibits pledging/hedging of company stock and adopts an SEC/Nasdaq-compliant compensation clawback .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Stock Awards Detail and Vesting

Notes:

• No performance share units (PSUs) or options disclosed; awards are time-based restricted stock .
• Clawback policy applies to erroneously awarded incentive compensation upon restatements (3-year lookback) .

Equity Ownership & Alignment

Beneficial Ownership Timeline (Company Common Stock)

Footnotes and breakdown (as of Apr 1, 2025):

• Includes 18,058 unvested restricted shares (10,453 from AFC spin-off tranches), and 1,000 shares held in UTMA accounts for her daughters; excludes spouse’s holdings .
• SUNS insider policy prohibits pledging/margining and hedging of company securities .

Manager and Affiliate Ownership

• Ownership of SUNS Manager: Robyn Tannenbaum 8.1% (Apr 1, 2025) ; previously 8.8% (Nov 7, 2024; Dec 31, 2024) .
• Tannenbaum Capital Group (TCG) interests: Leonard 78%, Robyn 8% (as of Nov 7, 2024) .

Alignment implications:

• Meaningful economic stake at the Manager level, tying compensation to fee-based outcomes and portfolio performance under management agreement .

Employment Terms

• Role and tenure: President of SUNS since February 2024 .
• Employment and pay structure: Externally managed; executives are employed by SUNS Manager or affiliates, with SUNS reimbursing allocable compensation and awarding equity under the 2024 Plan .
• Indemnification: Executed indemnification agreement (standard advancement/indemnity under Maryland law) effective July 1, 2024 .
• Clawback policy: SEC/Nasdaq-compliant recoupment of erroneously awarded incentive compensation (three fiscal years preceding a restatement) .
• Insider trading and pledging policy: Prohibits hedging and pledging/margining of company securities by insiders .
• Change-of-control and severance terms: Not disclosed for individual executives; management agreement termination fee benefits accrue to the Manager (3x base fee + incentive comp) upon certain terminations .

Compensation Structure Analysis

• Cash vs equity mix: For 2024, low direct cash ($16,373 base; no bonus), with equity grants ($100,006 fair value). Executives receive primary compensation from the external Manager; SUNS awards time-based restricted stock rather than options .
• Options: None disclosed; shift toward RS (time-based) reduces performance leverage vs PSUs .
• Discretionary bonuses: None disclosed for 2024 .
• Clawbacks and anti-pledging: Governance-friendly structures may mitigate risk of misaligned incentives .
• Ownership guidelines: Not disclosed.

Related Party Transactions (Context for alignment and governance)

• External management: Manager beneficially owned 63.1% by Leonard, 8.1% by Robyn, and 7.0% by CEO Sedrish (as of Apr 1, 2025); Manager provides investment and administrative services via TCG Services and SRT Group affiliates .
• SRTF Credit Facility: Credit agreement with SRT Finance LLC, indirectly owned by Leonard and Robyn (and family trusts); $75.0M commitment at 8% interest, maturing earlier of May 31, 2028 or refinancing; no amounts outstanding as of Apr 1, 2025 .
• Co-investments and agency: Multiple loans co-invested alongside SRT and affiliates; SRT Agent LLC acts as administrative/collateral agent; Robyn holds indirect ownership of SRT Agent; fees to agent paid by borrowers, not SUNS (de minimis) .

Equity Ownership & Vesting Schedules (Insider Selling Pressure Indicators)

Compensation Committee Analysis

• Committee Composition: Compensation Committee members are independent directors; Chair: James Fagan; members: Alexander Frank, Jodi Hanson Bond .
• Scope: Oversees executive/director compensation, Manager expense reimbursements, and administration of the 2024 Stock Incentive Plan; sole authority to retain compensation consultants .
• Meeting cadence (2024): Compensation Committee met once post spin-off; Board and Audit & Valuation Committee met more frequently; directors attended ≥85% of meetings .

Investment Implications

• Pay-for-performance alignment: Tannenbaum’s direct SUNS equity (<1%) is modest as of Apr 1, 2025, but her 8.1% stake in the external Manager creates strong alignment with fee generation and long-term portfolio performance under the management agreement .
• Selling pressure windows: Time-based RS vesting occurs around the Jan 2–3 and Dec 19 anniversaries; monitor trading volumes and Form 4 filings near these dates for potential supply from tax-driven sales. Anti-hedging/pledging policy reduces leverage-driven selling risk .
• Retention/continuity: Multi-entity leadership (SUNS/AFCG/SRT) and family ties to Executive Chairman concentrate influence but also signal continuity; conflicts are actively overseen via committee structures and related-party policies .
• Governance risk/related parties: Extensive affiliate transactions (Manager, SRT Finance, SRT Agent) necessitate ongoing scrutiny of fee waivers, credit terms, and co-investments; Audit & Valuation Committee reviews related-party matters, and Manager fee waivers in 2025 enhance near-term economics .