Sector: Financials
CHICAGO ATLANTIC REAL ESTATE FINAN · Meeting: June 11, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
ABSTAIN
Auditor
FOR
Election of Directors
Director since 2021 with meaningful tenure overlap; REFI's 3-year price return of 30.3% is strong positive, and the gap versus REM (iShares Mortgage Real Estate ETF) is only -7.0pp, well below the 65pp threshold required to trigger a no vote; no overboarding, attendance, or independence concerns for this interested director role.
Director since 2021; same TSR analysis applies — REFI's 3-year return of 30.3% trails REM by only 7.0pp, far short of the 65pp threshold needed to trigger a no vote; no other policy concerns identified.
Independent director since 2021 serving as Lead Independent Director; TSR gap versus REM is -7.0pp over three years, well within the 65pp strong-positive threshold; qualifies as audit committee financial expert; no overboarding concern as prior outside board roles (GXO, XPO, URI) have lapsed or are within limits.
Independent director since 2021 serving as Audit Committee chair and Compensation Committee chair; TSR gap versus REM is -7.0pp, well below the 65pp trigger threshold; qualifies as audit committee financial expert (CPA background); no overboarding, attendance, or independence concerns.
Joined the board in June 2025, less than 24 months before the meeting date, making her exempt from the TSR underperformance trigger under policy; brings relevant cannabis industry operating and finance experience; no other policy concerns identified.
All five nominees pass the policy screens. REFI's 3-year stock return of 30.3% falls into the strong-positive tier, and the underperformance gap versus the REM (iShares Mortgage Real Estate ETF) benchmark is only -7.0 percentage points — far below the 65-percentage-point threshold required to trigger a no vote. Ms. Stavola joined in 2025 and is separately exempt as a director within 24 months. No overboarding, attendance failures, or independence issues were identified for any nominee.
CEO
N/A
Total Comp
N/A
Prior Support
N/A
Chicago Atlantic Real Estate Finance is an externally managed company — it has no direct employees and does not pay its executive officers directly. All executive compensation flows through the Manager (Chicago Atlantic REIT Manager, LLC) via management fees, incentive fees, and expense reimbursements, none of which are broken out as individual named executive officer compensation in this proxy. Because there is no traditional say-on-pay proposal on the 2026 ballot and no named executive officer compensation table to benchmark, this proposal type does not apply to this filing and should be omitted. No say-on-pay proposal was identified in the proxy statement.
Auditor
BDO USA, P.C.
Tenure
N/A
Audit Fees
$638,710
Non-Audit Fees
$50,265
Non-audit fees (audit-related fees of $22,815 plus tax fees of $27,450, totaling $50,265) represent approximately 7.9% of core audit fees of $638,710 — well below the 50% threshold that would raise independence concerns. BDO is a large national firm appropriate for a company of REFI's size. Auditor tenure is not disclosed in the proxy, so no tenure trigger fires per policy. No material financial restatements were disclosed.
The 2026 annual meeting of Chicago Atlantic Real Estate Finance presents two proposals: election of five directors and ratification of BDO USA as auditor. All five director nominees pass the policy screens given REFI's strong positive 3-year return and a TSR gap versus REM (iShares Mortgage Real Estate ETF) of only -7.0 percentage points, far short of the 65-point trigger threshold, and BDO's non-audit fee ratio of 7.9% is well within acceptable limits.
