SUNS is an externally managed REIT — the CEO (Brian Sedrish) and Executive Chairman (Leonard Tannenbaum) received zero direct compensation from the company in 2025, as their salaries were not reimbursed to the manager under the management agreement. The only meaningful direct compensation reported for 2025 was paid to the CFO (Brandon Hetzel, $227,562 total) and the President (Robyn Tannenbaum, $35,194 salary reimbursement), both of which are modest amounts for their roles. Because the top executives received no reportable compensation and total named executive pay is negligibly low relative to any benchmark, there is no pay excess, no pay-for-performance misalignment concern, and no red flags on pay mix or clawback policy (a formal clawback policy compliant with Dodd-Frank is disclosed). A FOR vote is appropriate.

Non-audit fees (tax services of $40,344) represent about 11.4% of audit fees ($353,817), well below the 50% threshold that would raise independence concerns. No disclosed restatements or audit failures were identified. CohnReznick is a large national firm appropriate for a company of SUNS's size (~$110M market cap). Auditor tenure was not explicitly disclosed in the proxy, so the tenure trigger does not fire per policy. All fees were pre-approved by the Audit and Valuation Committee.