Gyrodyne and Star Equity Fund Reach Agreement on Board Size Reduction, Director Compensation Limitations, and Nominee Withdrawal

Gyrodyne, a real estate portfolio owner, has agreed with Star Equity Fund to reduce its board from five to four directors, freeze director compensation, and limit the Chairman's fee to $65,000. Star Equity has withdrawn its nominations for the 2025 annual shareholders meeting. The agreement reflects Gyrodyne's commitment to governance and shareholder value creation.

St. James, NY, September 12, 2025 — Gyrodyne, LLC (Nasdaq: GYRO), a diversified real estate portfolio owner, has announced an agreement with Star Equity Fund, LP to reduce its board of directors from five to four members, freeze director compensation, and limit the Chairman's aggregate fee to $65,000. Additionally, Star Equity has withdrawn its slate of nominees for the 2025 annual shareholders meeting. This move underscores Gyrodyne's commitment to strengthening governance and enhancing transparency to drive long-term shareholder value creation.

The agreement, effective immediately, will see Richard Smith as the sole nominee for election at the 2025 annual shareholders meeting. Star Equity Fund has also agreed to customary standstill provisions, which will be detailed in a Current Report on Form 8-K with the Securities and Exchange Commission, as described in a Gyrodyne press release.

Gary Fitlin, Gyrodyne’s President and Chief Executive Officer, expressed appreciation for the input from Star Equity and the broader shareholder base, noting that these perspectives have bolstered the company's efforts to complete the sale of its properties and deliver maximum value to shareholders. Jeff Eberwein, manager of Star Equity Fund, echoed this sentiment, highlighting the collaborative efforts to enhance governance and align with shareholder interests, as noted in StockTitan coverage.

Nader Salour, Chairman of Gyrodyne’s Nominating Committee, thanked Paul Lamb for his 28 years of service, recognizing his leadership and strategic vision in guiding the company through challenging periods. While Lamb will not stand for re-election at the upcoming shareholders' meeting, his significant shareholder status will continue to provide valuable support for the company's long-term success, as detailed in the Gyrodyne press release.

The agreement reflects Gyrodyne’s ongoing efforts to improve governance and transparency, which are critical for attracting potential buyers and maximizing shareholder value. However, the financial terms of the property sale process remain unspecified, and the success of this strategy will depend on the ability to complete asset dispositions while preserving management flexibility and avoiding future activism, as discussed in the StockTitan coverage.

Key dependencies and risks include the successful completion of the sale of properties and the potential impact of regulatory contingencies, community activism, and ongoing economic uncertainties. Investors should closely monitor the filed Form 8-K for the full agreement, any timelines or termination provisions, and disclosures about the property sale process.