Medalist Diversified REIT Inc

What is the purpose of the Annual Meeting?

At the Annual Meeting, our stockholders will be asked to consider and act upon the following matters:

What is a proxy?

A proxy is a person who votes the shares of stock of another person who could not attend a meeting. The term “proxy” also refers to the proxy card or other method of appointing a proxy. When you submit your proxy, you are appointing each of Francis P. Kavanaugh, our President and Chief Executive Officer, and C. Brent Winn, Jr. as your proxy, and you are giving each of them permission to vote your shares of common stock at the Annual Meeting. The appointed proxy will vote your shares of common stock as you instruct unless you submit your proxy without instructions. In this case, they will vote FOR the Company’s director nominee in Proposal 1, FOR Proposal 2, for the option of ONE YEAR in Proposal 3, FOR Proposal 4, and FOR Proposal 5. With respect to any other proposals to be voted upon, they will vote in accordance with the recommendation of the Board of Directors or, in the absence of such a recommendation, in their discretion. If you do not submit your proxy, they will not vote your shares of common stock. This is why it is important for you to return the proxy card to us as soon as possible whether or not you plan on attending the Annual Meeting.

Who is entitled to vote at the Annual Meeting?

Owners of record of shares of our common stock at the close of business on July 9, 2024, the record date for the Annual Meeting (the “Record Date”), are entitled to receive notice of, and vote at, the Annual Meeting.

If you hold your shares through a bank, broker or other holder of record and intend to vote in person at the Annual Meeting, you will need to provide a legal proxy from your bank, broker or other holder of record.

What are the voting rights of stockholders?

Each share of our common stock is entitled to one vote. There is no cumulative voting.

How many shares are outstanding?

At the close of business on the Record Date, there were 1,118,090 shares of our common stock issued and outstanding. There are no other shares of our stock that are entitled to vote at the Annual Meeting.

What constitutes a quorum?

Stockholders holding a majority of the outstanding shares must be present at the Annual Meeting in person or by proxy to constitute a quorum for the transaction of business. Withheld votes, abstentions and broker non-votes count for purposes of determining whether a quorum is present.

What is the difference between a “stockholder of record” and a “street name” holder?

These terms describe how your shares are held. If your shares are registered directly in your name with V Stock Transfer LLC (“V Stock”), our transfer agent, you are a “stockholder of record.” If your shares are held in the name of a brokerage, bank, trust or other holder of record as a custodian, you are a “street name” holder.

If you are a “street name” holder, you are considered the beneficial owner of shares held in street name and your broker or other holder of record is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker on how to vote your shares. You are also invited to attend the Annual Meeting and vote your shares in person; however, in order to vote your shares in person, you must provide us with a legal proxy from your bank, broker or other stockholder of record.

How do I vote?

If you are a registered stockholder of record, meaning that your shares are registered in your name, you have five voting options. You may vote:

If you hold your shares in “street name,” meaning that your shares are held through a bank, broker or other holder of record, you will receive voting instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted.

Can I vote my shares in person at the Annual Meeting?

If you are a “stockholder of record,” you may vote your shares in person at the Annual Meeting. If you hold your shares in “street name,” you must obtain a proxy from your broker, bank, trustee or other holder of record, giving you the right to vote the shares at the Annual Meeting.

What do I need to do to attend the Annual Meeting?

Proof of stock ownership and some form of government-issued photo identification (such as a valid driver’s license or passport) will be required for admission to the Annual Meeting in person. If you have questions about attending the Annual Meeting and voting in person, you may contact us at (804) 338-7708.Only stockholders who owned our common stock as of the close of business on July 9, 2024 are entitled to attend the Annual Meeting.

Can I change my vote after I have mailed in my proxy card?

You may change your vote or revoke your proxy before the polls close at the Annual Meeting by doing one of the following:

If you have previously signed a proxy card sent to you by Mr. Wheeler, you may change your vote and revoke your prior proxy using any one of the following methods described above. Submitting a proxy card sent to you by Mr. Wheeler – even if you vote to “WITHHOLD” with respect to Mr. Wheeler’s nominees – will revoke any votes your previously made via our universal proxy card. Accordingly, if you wish to vote pursuant to the recommendation of our Board of Directors, you should disregard and NOT return any proxy card that you may receive from Mr. Wheeler, even as a protest vote against him.

Please note, however, that if your shares are held in street name and you wish to revoke a proxy, you may need to contact your bank, broker or other holder of record to change any prior voting instructions.

How may I vote for each proposal?

Proposal 1 — You may votefor orwithhold from voting for each individual nominee.

Proposal 2 — You may votefor, against orabstain from voting to approve, in an advisory and non-binding vote, the compensation of our named executive officers as disclosed in this Proxy Statement.

Proposal 3 — You may vote forone, twoorthree years orabstain from voting, on an advisory and non-binding basis, on the frequency of future advisory votes on the compensation of our named executive officers.

Proposal 4 — You may vote* for, against* orabstain from voting to ratify the appointment of Cherry Bekaert LLP as our independent registered public accountants for the fiscal year ending December 31, 2024.

Proposal 5 — You may vote* for, against* orabstain from voting on the Reverse Stock Split Proposal.

What are the Board of Director’s recommendations on how I should vote my shares?

Proposal 1 —For the Board of Directors’ nominee for election as a Class I director.

Proposal 2 —For the proposal to approve, in an advisory and non-binding vote, the compensation of our named executive officers as disclosed in this Proxy Statement.

Proposal 3 —One Year for the frequency of future advisory votes on the compensation of our named executive officers.

Proposal 4 —For the proposal to ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

Proposal 5 —For the Reverse Stock Split Proposal.

Has the Company been notified that a stockholder intends to propose alternative director nominees at the Annual Meeting?

Yes. Mr. Wheeler has notified the Company that he intends to nominate four nominees for election to the Board of Directors at the Annual Meeting in opposition to the nominee recommended by the Board of Directors.The Board of Directors does NOT endorse any of Mr. Wheeler’s nominees and unanimously recommends that you vote FOR the election of the nominee proposed by the Board of Directors. The Board of Directors urges you NOT to sign or return or vote any proxy card that you may receive from Mr. Wheeler. If you have already voted using a proxy card sent to you by Mr. Wheeler, you can revoke it by signing, dating and mailing the enclosed universal proxy card from the Company.

How many candidates can be elected as directors as the Annual Meeting?

One Class I director may be elected to the Board of Directors at the Annual Meeting. On June 26, 2024, Messrs. Timothy O’Brien and Charles S. Pearson, Jr. notified the Board of Directors that they were resigning from the Board, effective June 26, 2024. Accordingly, the Board reduced the size of the Board to five directors, effective June 26, 2024. Mr. Charles S. Pearson, Jr. was a Class I director. As Class I is up for re-election this year, only one nominee can be elected to the Board at the Annual Meeting as a Class I director. The nominee receiving the greatest number of “FOR” votes will be elected as a director, even if the number of votes received is less than a majority of the votes present at the Annual Meeting. As such, the Board of Directors does not endorse any nominee of Mr. Wheeler and unanimously recommends that you vote “FOR” the nominee proposed by the board of Directors using the Company’s proxy card. The Board of Directors strongly urges you not to sign or return any proxy card that you may receive from Mr. Wheeler. If you have previously submitted a proxy card sent to you by Mr. Wheeler, you can revoke that proxy and vote in accordance with the Board of Director’s recommendation by using the Company’s universal proxy card to vote “FOR” the Board of Directors’ nominee and in accordance with the Board of Directors’ recommendations for the other proposals set forth herein.

Assuming a quorum is present at the Annual Meeting, what vote is required to approve each item?

*If you vote FOR more than one (1) nominee, all of your votes on Proposal 1 will be invalid and will not be counted.

None of the proposals, if approved, entitle stockholders to appraisal rights under Maryland law or our Charter.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card from the Company, it means that you have multiple accounts with our transfer agent and/or with a broker, bank or other holder of record. You will need to vote separately with respect to each proxy card you received. Please vote all of the shares you own.

You may receive solicitation material from Mr. Wheeler, including proxy statements and separate proxy cards, seeking your proxy vote for one of Mr. Wheeler’s nominees. The Company is not responsible for the accuracy of any information provided by, or relating to, Mr. Wheeler or his nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Mr. Wheeler or any other statements that Mr. Wheeler may otherwise make. Mr. Wheeler chooses which of the Company’s stockholders will receive his proxy solicitation materials, so some or all of our stockholders may not receive proxy solicitation materials from Mr. Wheeler.**The Board of Directors does NOT endorse Mr. Wheeler’s nominees and urges you NOT to sign or return or vote any proxy card that you may receive from Mr. Wheeler.**If you have already voted using a proxy card sent to you by Mr. Wheeler, you can revoke it by signing, dating and mailing the enclosed universal proxy card from the Company in the envelope provided. Only your latest dated proxy will be counted and any proxy may be revoked at any time prior to its exercise at the Annual Meeting. Voting to “WITHHOLD” with respect to any of Mr. Wheeler’s nominees on a proxy card that you may receive from Mr. Wheeler is NOT the same as voting for the Board of Directors’ nominee because a vote to “WITHHOLD” with respect to any of Mr. Wheeler’s nominees on the proxy card sent to you by Mr. Wheeler will revoke any proxy you previously submitted. For example, this means that if you have submitted a proxy voting FOR the nominee recommended by the Board of Directors but later submit a proxy withholding your votes from Mr. Wheeler’s nominees, your prior vote in favor of the nominee recommended by the Board of Directors will not be counted.

If you have already voted using a proxy card received from Mr. Wheeler, you have every right to change your vote and revoke your prior proxy by signing and dating the enclosed universal proxy card from the Company and returning it in the postage-paid envelope provided, by voting via the Internet, or by telephone by following the instructions provided on the enclosed universal proxy card. Only the latest dated proxy you submit will be counted.

What if I authorize a proxy without specifying a choice on any given matter at the Annual Meeting?

If you are a stockholder of record as of the Record Date and you authorize a proxy (whether by Internet, mail or otherwise) without specifying a choice on any given matter to be considered at the Annual Meeting, the proxy holders will vote your shares according to the Board of Director’s recommendation on that matter. If you are a stockholder of record as of the Record Date and you fail to authorize a proxy or vote in person at the Annual Meeting, assuming that a quorum is present at the Annual Meeting, it will have no effect on the result of the vote on any matters to be considered at the Annual Meeting.

What if I hold my shares through a broker, bank or other holder of record?

If you hold your shares through a broker, bank or other holder of record, under the rules of the Nasdaq Capital Market, your broker or other holder of record may not vote with respect to certain proposals unless you have provided voting instructions with respect to that proposal. A “broker non-vote” results when a broker, bank or other holder of record properly executes and returns a proxy but indicates that the holder of record is not voting with respect to a particular matter because the holder of record has not received voting instructions from the beneficial owner. A broker non-vote is not considered a vote cast on a proposal; however, shares for which a properly-executed broker non-vote is delivered will be counted as present for purposes of determining whether a quorum is present.

Without your voting instructions, to the extent your broker, bank, trustee or other nominee provides you with any proxy materials from Mr. Wheeler, your broker, bank, trustee or other nominee may not vote your shares with respect to the election of directors (Proposal 1) or any of the other proposals on the agenda for the Annual Meeting.We encourage you to instruct your broker, bank, trustee or other nominee to vote your shares by filling out and returning the enclosed proxy card from the Company.

Because a withhold vote or an abstention is not a vote cast, if you instruct your proxy or broker to “withhold authority” or “abstain” on any matter, it will have no effect on the vote on any of the matters to be considered at the Annual Meeting. However, your shares will still be counted as present for purposes of determining whether a quorum is present.

What if I return my proxy card sent by the Company but do not provide voting instructions?

If you return a signed proxy card but do not provide voting instructions, your shares will be voted as follows:

Proposal 1 —For the Company’s nominee for election as a Class I director.

Proposal 2 —For the proposal to approve, in an advisory and non-binding vote, the compensation of our named executive officers as disclosed in this Proxy Statement.

Proposal 3 —One Year for the frequency of future advisory votes on the compensation of our named executive officers.

Proposal 4 —For the proposal to ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

Proposal 5 —For the Reverse Stock Split Proposal.

Is the Company using a universal proxy card in connection with voting at the Annual Meeting?

Yes. The SEC has adopted rules requiring the use of a universal proxy card in contested director elections that took effect on August 31, 2022 (the “Universal Proxy Rules”). Nominees from both the Company and Mr. Wheeler will be included in the universal proxy card, however, your Board of Directors unanimously recommends using the universal proxy card from the Company and voting “FOR” the nominee proposed by the Board of Directors.

What is an under vote and over vote and how does it impact the universal proxy card?

Under votes mean instances in which a stockholder returns a universal proxy card in a director election but does not exercise a vote with respect to the seat up for election at the Annual Meeting. Over votes mean instances in which a stockholder returns a universal proxy card in a director election but marks votes FOR more than the one seat up for election at the Annual Meeting.

What happens if I return a universal proxy card from the Company but give voting instructions for more than one (1) candidate?

An overvote occurs when a stockholder submits more votes FOR director nominees than there are Board of Director seats up for election.

To the extent an overvote (i.e., voting FOR with respect to more than one (1) nominee on Proposal 1) occurs on a record holder’s universal proxy card from the Company, all of such record holder’s votes on Proposal 1 regarding nominees will be invalid and will not be counted.

What happens if I return a universal proxy card from the Company but do not give voting instructions for a candidate?

If you return a signed proxy card from the Company but do not give voting instructions for a candidate, your shares will be voted FOR the Company’s nominee for election as a Class I director.

If I want to vote for one of Mr. Wheeler’s nominees, can I use the universal proxy card from the Company?

Yes, if you would like to elect one of Mr. Wheeler’s nominees, we strongly recommend you use the Company’s proxy card to do so.

What happens if Mr. Wheeler withdraws or abandons his solicitation or fails to comply with the Universal Proxy Rules and I already granted authority in favor of Mr. Wheeler?

Stockholders are encouraged to submit their votes on the universal proxy card from the Company. If Mr. Wheeler withdraws or abandons his solicitation or fails to comply with the Universal Proxy Rules after a stockholder has already granted proxy authority, stockholders can still sign and date a later submitted universal proxy card from the Company.

If Mr. Wheeler withdraws or abandons his solicitation or fails to comply with the Universal Proxy Rules, any votes cast in favor of Mr. Wheeler’s nominees will be disregarded and not be counted, whether such vote is provided on the universal proxy card received from the Company or any universal proxy card that may be received from Mr. Wheeler.

What happens if additional matters are presented at the Annual Meeting?

We know of no other matters other than the items of business described in this Proxy Statement that can be considered at the Annual Meeting. If other matters requiring a vote do arise, the person named as proxy will have the discretion to vote on those matters for you.

Who will count the votes?

A representative of V Stock will act as the inspector of election and will tabulate votes.

Who pays the cost of this proxy solicitation?

We will pay all of the costs of soliciting the Company’s proxies. Proxies may be solicited on our behalf in person or by telephone, mail or electronic transmission by our directors, officers or employees, who will receive no additional compensation for such solicitation. In addition, proxies may be solicited on our behalf by Morrow Sodali LLC (“Morrow Sodali”), who we have retained to assist in the solicitation of proxies. Morrow Sodali will receive a fee of up to $100,000 plus reasonable out-of-pocket expenses for its services. Morrow Sodali estimates that approximately 20 of its employees will assist in the Company’s proxy solicitation. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our stockholders. Our aggregate expenses in connection with our solicitation of proxies, excluding normal expenses related to a non-contested solicitation of proxies and excluding salaries and wages of our officers and regular employees, are expected to aggregate to approximately $125,000, of which approximately $20,000 has been spent to date.

Certain additional information about the participants in the solicitation is set forth in Annex A to this proxy statement.

How do I submit a stockholder proposal for inclusion in the proxy materials for next year’s annual meeting, and what is the deadline for submitting a proposal?

In order for a stockholder proposal to be properly submitted for presentation at our 2025 annual meeting of stockholders (the “2025 Annual Meeting”) and included in the proxy material for next year’s annual meeting, we must receive written notice of the proposal at our executive offices no earlier than March 26, 2025 and no later than 5:00 PM, Eastern Time, on April 25, 2025. However, if we hold the 2025 Annual Meeting before August 13, 2025 or after October 12, 2025, stockholders must submit proposals (a) no earlier than 150 days prior to the 2025 Annual Meeting date, and (b) no later than 5:00 PM, Eastern Time, on the later of (i) 120 days prior to the 2025 Annual Meeting date or (ii) ten (10) days after public announcement of the 2025 Annual Meeting date. All proposals must contain the information specified in, and otherwise comply with, our Bylaws. Proposals should be sent via registered, certified or express mail to: P.O. Box 8436, Richmond, Virginia 23226, Attention: Francis P. Kavanaugh, Secretary.

If I share my residence with another stockholder, how many copies of the 2023 Annual Report and Proxy Statement should I receive?

We are sending only a single set of the 2023 Annual Report and Proxy Statement to any household at which two or more stockholders reside if they share the same last name or we reasonably believe they are members of the same family, unless we have received instructions to the contrary from any stockholder at that address. This practice is known as “householding” and is permitted by rules adopted by the Securities and Exchange Commission (“SEC”). This practice reduces the volume of duplicate information received at your household and helps us to reduce costs. Each stockholder will continue to receive a separate proxy card. We will deliver promptly, upon written request or oral request to the address or telephone number set forth below, a separate copy of the 2023 Annual Report or Proxy Statement, as applicable, to a stockholder at a shared address to which a single copy of the documents were previously delivered. If you received a single set of these documents for your household for this year, but you would prefer to receive your own copy, you may direct requests for separate copies in the future to the following address: P.O. Box 8436, Richmond, Virginia 23226, Attention: Francis P. Kavanaugh, Secretary, or by calling 804-338-7708. If you are a stockholder who receives multiple copies of our proxy materials, you may request householding by contacting us in the same manner and requesting a householding consent form.

What if I consent to have one set of materials mailed now but change my mind later?

You may withdraw your householding consent at any time by contacting us at the address or telephone number provided above. We will begin sending separate copies of stockholder communications to you within 30 days of receipt of your instructions.

The reason I receive multiple sets of materials is because some of the shares belong to my children. What happens if they move out and no longer live in my household?

When we receive notice of an address change for one of the members of the household, we will begin sending separate copies of stockholder communications directly to the stockholder at his or her new address. You may notify us of a change of address by contacting us at the address provided above.

Other Information

Our 2023 Annual Report accompanies this Proxy Statement. However, the Annual Report forms no part of the material for the solicitation of proxies.

PROPOSAL NO. 1. ELECTION OF DIRECTORS

Our Bylaws provide that the number of directors shall be fixed by a majority of the Board of Directors, provided that there shall never be less than the minimum number required by Maryland law, nor more than 15. On December 28, 2023, the Board of Directors approved a resolution to elect for the Company to be subject to Section 3-803 of Subtitle 8 of the Title 3 of the Maryland General Corporation Law. As a result of this election, the Board of Directors is classified into three separate classes of directors. The term of office of one of the three classes of directors expires each year, and each class is elected for a three-year term.

The Board of Directors has fixed the number of directors at five. The Board of Directors, upon the recommendation of its nominating and corporate governance committee, has nominated our Class I director¾ David Lunin¾for election at the annual meeting for a three-year term to expire at the annual meeting of stockholders in 2027 and until his successor is elected and qualified. Mr. Lunin, who was appointed to our Board of Directors on September 19, 2023, was initially recommended to the nominating and corporate governance committee by Francis P. Kavanaugh. On June 25, 2024, the Board of Directors appointed Alfred Lee Finley, who was initially recommended to the nominating and corporate governance committee by Francis P. Kavanaugh as a Class II director. Timothy O’Brien and Charles S. Pearson, Jr. resigned from the Board of Directors effective June 26, 2024. We are grateful for Mr. O’Brien’s and Mr. Pearson’s contributions during their service on the Board of Directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

THE BOARD OF DIRECTORS’ NOMINEE NAMED IN PROPOSAL NO. 1.

It is the intention of the proxy holders named in the enclosed proxy, in the absence of a contrary direction, to vote for the election of the Company’s nominee named in Proposal No. 1. Should the Company’s nominee become unable or refuse to accept nomination or election as a director, the persons named as proxies intend to vote for the election of such other person as the nominating and corporate governance committee may recommend. The Board of Directors knows of no reason why the Company’s nominee might be unable or refuse to accept nomination or election.

Appendix A sets forth information relating to our director nominee, directors and certain of our officers and employees who may be considered “participants” in our solicitation of proxies under the applicable SEC rules by reason of their position as a nominee for director, as directors or officers of the Company or because they may be soliciting proxies on our behalf.

Mr. Wheeler has provided the Company with notice that he intends to nominate four nominees for election as directors at the Annual Meeting. As a result, the election of directors is considered a contested election, and the one (1) nominee receiving the largest plurality of the votes cast will be elected.

**The Board of Directors unanimously recommends that you disregard any proxy card that you may receive from Mr. Wheeler. Voting to “WITHHOLD” with respect to Mr. Wheeler’s nominees on any proxy card you may receive from Mr. Wheeler is not the same as voting “FOR” our Board of Directors’ nominee, because a vote to “WITHHOLD” with respect to Mr. Wheeler’s nominees on any proxy card you may receive from Mr. Wheeler will revoke any previous proxy submitted by you. For example, this means that if you have submitted a proxy voting “FOR” the nominee recommended by the Board of Directors but later submit a proxy withholding your votes from Mr. Wheeler’s nominees, your prior vote in favor of the nominee recommended by the Board of Directors will not be counted. If you vote “FOR” more than one (1) nominee, all of your votes on Proposal 1 will be invalid and will not be counted.**If you have already voted using a proxy card sent to you by Mr. Wheeler, you can revoke it by signing, dating and returning the enclosed universal proxy card from the Company. Only your last-dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting.

Although the Company is required to include all nominees for election on its universal proxy card, additional information regarding Mr. Wheeler’s nominees and any other related information may be available in a proxy statement filed by Mr. Wheeler. Even if you would like to elect one of Mr. Wheeler’s nominees, we strongly recommend you use the proxy card that you will receive from the Company to do so. Stockholders will be able to obtain, free of charge, copies of all proxy statements, any amendments or supplements thereto and any other documents (including the

Company’s universal proxy card) when filed by the applicable party with the SEC in connection with the Annual Meeting at the SEC’s website (http://www.sec.gov).

Nominee for Election

*David Lunin, Independent Director.*Mr. Lunin is an independent director who was appointed to our Board on September 19, 2023. Mr. Lunin is the Executive Vice President and Chief Financial Officer of Calumet Specialty Product Partners, LP, a specialty product and renewable fuel producer. Prior to joining Calumet, Mr. Lunin was a Managing Director at Goldman Sachs where he held various investment banking roles with a focus on executing mergers & acquisitions and capital markets transactions. He is a graduate of George Washington University with a Bachelor’s degree in Business Administration. He also holds an MA in Applied Economics from Johns Hopkins University and an MBA from Columbia Business School. The Company’s Board believes that Mr. Lunin’s capital markets and investment banking experience and his experience as the Chief Financial Officer of a publicly traded company make Mr. Lunin a valuable addition to our Board of Directors.

Directors Continuing in Office

Francis P. Kavanaugh, President and Chief Executive Officer, Secretary and Treasurer. Mr. Kavanaugh is our President and Chief Executive Officer, Secretary and Treasurer. He was appointed to our Board of Directors on May 24, 2023. Mr. Kavanaugh is the co-founder of Fort Ashford Funds, LLC, a privately held investment firm, and has served as its Managing Director since its inception in 2004. Mr. Kavanaugh received his B.S. in Information and Computer Science from the University of California Irvine in 1985 and his MBA from Pepperdine University in 2003. Mr. Kavanaugh has more than 30 years of diverse experience in real estate investment, business restructuring and operational leadership. He has been actively involved with the restructuring of over 20 businesses in the public and private sectors and is adept at navigating complexity and implementing strategic changes. The Company’s Board believes his experiences significantly contribute to the Company, especially with respect to his strong operational leadership and vision for strategic changes.

Neil P. Farmer, Lead Independent Director and Independent Director. Mr. Farmer is an independent director who was appointed to our Board of Directors on April 28, 2017. Mr. Farmer founded Farmer Properties, Inc., a real estate development firm located in Richmond, Virginia in 1983. Mr. Farmer is the President of Farmer Properties with responsibility over the entirety of its real estate development business. He received his B.A. in Government and Foreign Affairs from Hampden-Sydney College in 1978. Mr. Farmer has been in the commercial real estate and residential real estate business for over 30 years, and the Company’s Board believes he provides the Company with real estate expertise gained in his career, especially with regard to renovations and large capital projects.

Alfred Lee Finley, Independent Director. Mr. Finley is an independent director who was appointed to our Board of Directors on June 25, 2024. Mr. Finley is the President, owner and founder of BFX Fire, manufacturer of wild land fire trucks, Pioneer Truckweld, manufacturer of dump trucks and trailers, F&F Composites Manufacturing, supplier of fiberglass products, and FWAM Aircraft Management Company, a private jet operations management firm. He is the Vice President of Cobalt Truck Equipment, a commercial truck upfitter, the Vice President and owner of Touchdown Investments Inc., a family investment office, and the President and owner of ALF Operating Partners Investment Company, a family investment office. He is the President and owner of Air Shelters USA, a manufacturer of rapidly deployable shelter products, in addition to other minority interests in various diverse businesses. Mr. Finley has served as a Director of GBank since 2013 and GBank Financial Holdings Inc. since its formation in December 2017. Mr. Finley has extensive real estate holdings across 10 states. Mr. Finley was born in Vancouver, British Columbia, where he attended the University of British Columbia, majoring in economics. He began a lifelong career in the utility equipment business in Vancouver in 1969. Mr. Finley moved to Spokane in 1976, to Las Vegas in 1988, and to Fort Worth in 1990. He became a citizen of the United States of America in 1993. He has been a resident of Fort Worth since 1990, where he participates in numerous community and charitable organizations. The Company’s Board believes his experiences will significantly contribute to the Company, especially with respect to his strong operational and real estate investment experience.

Emanuel D. Neuman, Independent Director. Mr. Neuman is an independent director who was appointed to our Board of Directors on July 19, 2023. Mr. Neuman is the co-founder of Spandrel Development Partners, a multi-disciplined real estate development firm focused on developing mixed-use, multi-family, hospitality and retail projects in target cities of growth, which was founded in 2013. From 2008 to 2012, he was the co-portfolio manager at Unterberg Capital LLC, a long-only investment fund, and from 2005 to 2008, he was a Vice President in the investment banking division of Collins Stewart, LLC, where he led the origination, execution and marketing of a wide range of public and private equity offerings and merger and acquisition transactions. Mr. Neuman received his B.S. in Accounting from Babson College in 2002. Mr. Neuman has 20 years of investment banking, investment management and real estate development experience, and the Company’s Board believes this experience makes Mr. Neuman a valuable addition to our Board of Directors.

Board Diversity Matrix

The following table shows the diversity of our Board of Directors as of August 23, 2024. The composition of our Board of Directors does not currently include any individuals who are diverse under Nasdaq Listing Rule 5065(f). We believe that the Board is currently well-balanced in terms of skills, experience and perspectives, and it would not be in the best interests of the Company or its stockholders to replace any of the current directors for the purpose of adding a diverse director. The Company will continue to seek director candidates who can contribute to the diversity of skills, experience and perspectives of the Board of Directors.

Board Diversity Matrix