Gyrodyne Agrees with Star Equity Fund on Board Size Reduction and Director Compensation Limitations

Gyrodyne, LLC, a real estate owner and manager, has entered into an agreement with Star Equity Fund. Star Equity Fund will withdraw its nominees for election at the 2025 annual shareholder meeting, and Gyrodyne will reduce its board size from five to four directors. Director compensation will be frozen, and the Chairman's fee will be limited to $65,000. Richard Smith will be the sole nominee standing for election.

Gyrodyne, LLC (Nasdaq: GYRO), a real estate owner and manager, has entered into an agreement with Star Equity Fund that will significantly alter its corporate governance structure. Under the terms of the agreement, Star Equity Fund will withdraw its nominees for election at the 2025 annual shareholder meeting, and Gyrodyne will reduce its board size from five to four directors. Additionally, director compensation will be frozen, and the Chairman's fee will be limited to $65,000. Richard Smith will be the sole nominee standing for election.

The agreement, dated October 17, 2025, reflects Gyrodyne's commitment to strengthening its governance and enhancing transparency. The company thanked departing director Paul Lamb for his 28 years of service and acknowledged his significant contributions to the company's success, as noted in the announcement.

Key aspects of the agreement include:

- Board Reduction: The board will be reduced from five to four directors, simplifying the governance structure.
- Compensation Freeze: Director compensation will be frozen, and the Chairman's fee will be capped at $65,000, indicating a cost-saving measure.
- Nominee Withdrawal: Star Equity Fund has agreed to withdraw its slate of nominees for the 2025 annual meeting, allowing for a more streamlined election process.

The agreement also includes customary standstill provisions, which will be detailed in a Form 8-K filing with the Securities and Exchange Commission, according to the announcement. The full agreement will provide more details on the terms and any potential timelines or termination provisions.

While the agreement does not disclose financial terms for the referenced effort to "complete the sale of our properties," it is seen as a step towards maximizing shareholder value. The company's President and Chief Executive Officer, Gary Fitlin, expressed appreciation for the input from Star Equity and shareholders, highlighting the collaborative efforts to drive long-term value creation in the announcement.

Investors should keep an eye on the filed Form 8-K for more details and updates around the 2025 annual meeting and any subsequent transaction filings within the next few quarters.