EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
In fiscal year 2022, our named executives and their principal offices were the following:
Mr. Thomas E. Messier, our former Chief Executive Officer, Secretary and Treasurer; and
Mr. William R. Elliott, our former President and Chief Operating Officer.
Mr. C. Brent Winn, Jr., our Chief Financial Officer.
Mr. Colin M. Elliott, our former Vice President.
Overview of Compensation Program and Philosophy
Because our Management Agreement provided that our Manager was responsible for managing our affairs, Messrs. Messier and W. Elliott did not receive during fiscal year 2022 or fiscal year 2023 any cash compensation, pension benefits, perquisites or other personal benefits from us for their services as our officers. We had no arrangements to make cash payments to Messrs. Messier or W. Elliott upon their termination from service as our officers. Instead, we paid our Manager the fees described under “Our Manager and Related Agreements” above. Additionally, Messrs. Messier and W. Elliott are executive officers of our Manager and were compensated by our Manager, in part, for their services rendered to us.
We may compensate our named executive officers, other officers and, prior to terminating the Management Agreement, individuals affiliated with our Manager with equity and equity-based awards or other types of awards in accordance with our 2018 Equity Incentive Plan, or the Equity Incentive Plan, intended to align their interests with the interests of our stockholders. Awards that may be granted under our Equity Incentive Plan include options, stock awards, stock appreciation rights, performance units, incentive awards, other stock based awards and any other right or interest relating to stock or cash (collectively referred to herein as “awards”). Our compensation committee determines if and when any of our named executive officers, other officers or, prior to terminating the Management Agreement, individuals affiliated with our Manager will receive such awards.
Effective as of March 1, 2020, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Gunston Consulting, LLC (the “Consultant”), an entity affiliated with Mr. Winn, pursuant to which the Consultant agreed to provide certain financial and accounting consulting services to the Company, and the Company agreed to pay the Consultant an annual fee and annual stock grants awarded by the compensation committee and agreed to reimburse the Consultant for certain expenses to be authorized by the Company. Pursuant to the terms of the Consulting Agreement, Mr. Winn serves as the Company’s chief financial officer. We pay Mr. Winn an agreed upon annual fee of $250,000 through the Consultant in addition to any equity-based awards that our compensation committee decides to grant as described above. Pursuant to the terms of the Consulting Agreement, and that certain Letter Agreement, dated as of November 30, 2022, between the Consultant and us (the “Elliott Letter Agreement), we also authorized the Consultant to retain the services of Mr. C. Elliott as vice president of the Company and authorized the Consultant to incur certain costs related to Mr. C. Elliott’s employment as vice president and agreed to reimburse the Consultant for such costs, including Mr. C. Elliott’s $150,000 annual salary, payroll taxes and certain benefits and an annual bonus to be determined in consultation with the Company.
Mr. C. Elliott is the son of Mr. William R. Elliott, former Vice Chairman of the Board and President and Chief Operating Officer of the Company. During the years ended December 31, 2022 and 2021, the Company paid the Consultant $114,516 and $0, for services provided by Mr. C. Elliott under the Consulting Agreement. In addition, on November 22, 2022, the Company’s Compensation Committee approved a grant of 38,217 shares of the Company’s common stock to Mr. C. Elliott under the Equity Incentive Plan.
As discussed above, the compensation committee may, from time to time pursuant to the Equity Incentive Plan, grant our named executive officers certain equity-based awards. These awards are designed to align the interests of our named executives with those of our stockholders, by allowing our named executive officers to share in the creation of value for our stockholders through capital appreciation and dividends. During the term of the Management Agreement, these awards provided a further benefit to us by enabling