Gyrodyne Reaches Governance Agreement with Star Equity Fund

Gyrodyne, LLC has entered into a comprehensive agreement with Star Equity Fund that resolves previous governance disputes and establishes new parameters for board composition and compensation. Under the terms of the agreement, Star Equity Fund has withdrawn its slate of nominees for election at the 2025 annual shareholders meeting, and Gyrodyne will reduce its board size from five to four directors. The company will also freeze director compensation and limit the aggregate fee paid to the Chairman to $65,000 annually.

The agreement includes Richard Smith as the sole nominee standing for election at the 2025 annual shareholders meeting in connection with the board reduction. Star Equity Fund has also agreed to certain customary standstill provisions that will govern its future interactions with the company. The full agreement with Star Equity will be filed in a Current Report on Form 8-K with the Securities and Exchange Commission, providing complete transparency to all shareholders.

Gary Fitlin, Gyrodyne's President and Chief Executive Officer, emphasized the constructive nature of the discussions that led to this agreement. He stated that the company appreciates the thoughtful input from Star Equity and the broader shareholder base, noting that these perspectives have strengthened Gyrodyne's efforts as it works toward completing the sale of its properties and delivering maximum value to shareholders. The agreement represents Gyrodyne's continued commitment to constructive engagement with shareholders as part of its ongoing efforts to strengthen governance, enhance transparency and drive long-term value creation.

Jeff Eberwein, manager of Star Equity Fund, expressed satisfaction with the collaborative process that led to the agreement. He noted that following the most recent constructive discussions with the company, Star Equity Fund is pleased to have worked collaboratively with the Board to enhance governance and further align with shareholders' interests. The resolution avoids what could have been a contentious proxy contest and establishes a framework for ongoing cooperation between the company and its significant shareholders.

Nader Salour, Chairman of Gyrodyne's Nominating Committee, acknowledged the departure of Paul Lamb from the board after 28 years of service. He expressed deep gratitude for Lamb's extraordinary contributions, describing his steady leadership and strategic vision as instrumental in guiding the company through periods of tremendous challenge and transformation. While Lamb will not be standing for re-election at the upcoming shareholders' meeting, as a significant shareholder he will continue to be an important voice and valued supporter of the company's long-term success. Additional information about the Company may be found on its web site at https://www.gyrodyne.com.