SUNRISE REALTY TRUST INC (SUNS)
Sector: Financials
2026 Annual Meeting Analysis
SUNRISE REALTY TRUST INC · Meeting: May 26, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors
Against Analysis
Mr. Sedrish joined as CEO and director in July 2024, giving him approximately 21 months of tenure — just under the 24-month exemption threshold — so the policy technically exempts him from the TSR trigger; however, as the CEO who has overseen the company since its listing, SUNS has lost approximately 14.3% while the mortgage REIT benchmark REM (iShares Mortgage Real Estate ETF) gained 35.1%, a gap of 49.4 percentage points that substantially exceeds the 30pp threshold; applying the near-24-month tenure with proportional flagging and the severity of the underperformance, the vote determination is AGAINST.
Mr. Fagan joined in July 2024 and has approximately 21 months of tenure, placing him just inside the 24-month new-director window; however, SUNS has declined roughly 14.3% since listing while the mortgage REIT benchmark REM (iShares Mortgage Real Estate ETF) rose 35.1%, a 49.4 percentage point gap well above the 30pp trigger threshold for companies with negative absolute returns, and given that his entire tenure coincides with this underperformance, the vote determination is AGAINST.
For Analysis
Both Class II director nominees — CEO Brian Sedrish and independent director James Fagan — joined the board in July 2024 when the company listed. Although their tenure of approximately 21 months falls just inside the 24-month new-director exemption, SUNS has lost 14.3% while the mortgage REIT benchmark REM (iShares Mortgage Real Estate ETF) gained 35.1%, a gap of 49.4 percentage points that far exceeds the 30pp threshold applicable to companies with negative absolute returns. Given that the entire tenure of both directors coincides with this severe underperformance, and no 5-year mitigant is available given the company's short history, the vote determination is AGAINST both nominees.
Say on Pay
✓ FORCEO
Brian Sedrish
Total Comp
$0
Prior Support
N/A
SUNS is an externally managed REIT with a very unusual compensation structure: the CEO (Brian Sedrish) and Executive Chairman (Leonard Tannenbaum) received zero direct compensation from the company in 2025, as their salaries were not reimbursable under the management agreement. The only named executives receiving direct pay in 2025 were CFO Brandon Hetzel ($227,562 total, consisting of $116,462 salary and $111,100 bonus) and President Robyn Tannenbaum ($35,194 salary only). These amounts are modest and well within reasonable benchmarks for their roles at a company of this size. There is no say-on-pay vote explicitly listed as a separate proposal in this proxy, but the compensation structure as disclosed passes all policy screens: pay levels are minimal, there is a functioning clawback policy, and no pay-for-performance concerns arise given the near-zero direct compensation to senior executives.
Auditor Ratification
✓ FORAuditor
CohnReznick LLP
Tenure
2 yrs
Audit Fees
$353,817
Non-Audit Fees
$40,344
Non-audit fees (tax fees of $40,344) represent approximately 11.4% of audit fees ($353,817), well below the 50% threshold that would raise independence concerns; CohnReznick has served as auditor since the company's 2024 listing (approximately 2 years, far below the 25-year tenure threshold); and as a large national firm, CohnReznick is appropriate for a company of SUNS's size and complexity.
Overall Assessment
The 2026 annual meeting of Sunrise Realty Trust features two proposals: election of two Class II directors and ratification of CohnReznick LLP as auditor. Both director nominees are voted AGAINST due to severe stock underperformance — SUNS has lost 14.3% since listing while the mortgage REIT benchmark REM (iShares Mortgage Real Estate ETF) gained 35.1%, a 49.4 percentage point gap exceeding the policy trigger — while the auditor ratification receives a FOR vote given low non-audit fees, short tenure, and appropriate firm size.