🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for American Strategic Investment Co. (ASIC). It’s the official packet of information sent to shareholders ahead of the company’s 2026 Annual Meeting. Its purpose is to detail the issues up for a vote and provide the background needed to make informed decisions. Think of it as the company’s annual “shareholder agenda” with all the bios and proposals attached.

🏢 What The Company Does

👉 In simple terms, ASIC is a real estate investment trust (REIT) that owns and operates a portfolio of properties, primarily in New York City. It’s an externally managed company, meaning it doesn’t have its own employees. Instead, it hires and pays an external advisor, New York City Advisors, LLC (an affiliate of AR Global), to handle all its day-to-day operations, management, and investment decisions.

🔮 What’s Happening: The Annual Meeting

ASIC will hold its 2026 Annual Meeting of Stockholders virtually on June 2, 2026, at 2:00 p.m. Eastern Time. You can attend and vote online at: meetnow.global/MLJAF4H. 👉 Your vote matters. The company strongly encourages all shareholders to vote, even if you won’t attend.

🗳️ The Proposals to Vote On

Shareholders are being asked to vote on three main items. The Board of Directors recommends voting FOR all of them.

Election of Directors: Vote for two people to join the board.
- Louis P. DiPalma (65) – Current Audit Committee Chair. An engineer at Raytheon and a Rhode Island State Senator.
- Edward M. Weil, Jr. (59) – A “Managing Director” and the current CEO of another REIT (Global Net Lease). He has long ties to the company’s advisor.
Ratify the Auditor: Approve CBIZ CPAs P.C. as the independent accounting firm for 2026.
Advisory Vote on Executive Compensation: A non-binding “say on pay” vote. The company must reimburse its advisor for certain executive salaries and bonuses, subject to an annual cap of ~$2.97 million (adjusted for inflation).

👥 Board & Governance: The People in Charge

The board is split into three classes. This vote is for Class III directors whose terms expire.

Current Board (4 members):
- Elizabeth K. Tuppeny (Lead Independent Director)
- Nicholas Radesca (Independent Director)
- Louis P. DiPalma (Independent Director – Nominee)
- Edward M. Weil, Jr. (Managing Director – Nominee)
Executive Officers:
- Nicholas S. Schorsch, Jr. (CEO since March 2025)
- Michael LeSanto (CFO & Treasurer since 2024)

Why it matters: The board’s independence is key here. Three out of four directors are deemed “independent.” However, Mr. Weil (the nominee) is closely tied to the management company (AR Global), and the CEO, Mr. Schorsch, is the son of the founder of AR Global. This externally managed structure creates a complex web of relationships that shareholders need to understand.

💼 Compensation: How the Top Bosses Get Paid

This is unique because ASIC doesn’t employ its own executives.

The Advisor (New York City Advisors, LLC) employs the executives and sets their base pay and bonuses.
ASIC then reimburses the Advisor for those compensation costs, up to a yearly limit.
ASIC’s board does directly approve stock awards (restricted shares) to executives.
2025 Total Compensation Highlights (per the Summary Table):
- CEO Nicholas S. Schorsch, Jr.: $906,047
- CFO Michael LeSanto: $365,276
- Former CEO Michael Anderson (resigned March 2025): $175,255

👉 The big picture: Executive pay is largely determined by the affiliated management company, not directly by ASIC’s board. The shareholder vote on compensation is advisory only and doesn’t force any changes.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Experienced board with real estate and financial expertise.
Formal governance structures (Audit, Compensation, Nominating committees) with independent directors.
Clawback policy in place to recover erroneously paid compensation.

⚠️ Risks & Considerations:

External Management Structure: ASIC relies entirely on its Advisor, creating potential conflicts of interest. The CEO’s familial tie to the Advisor’s owner adds another layer.
Lack of Direct Control: Shareholders don’t directly hire/fire the management team; they hire the Advisor.
Compensation Transparency: While disclosed, the pay structure is indirect, making it harder for shareholders to directly influence.

🧠 The Analogy

It’s like owning a share in a managed vacation condo building. You (the shareholder) own a piece of the building (the portfolio). The building doesn’t have its own staff; it contracts a property management company (the Advisor) to run everything. The management company hires the staff (executives), sets their pay, and bills you for it. The condo board (the Board of Directors) oversees the management contract and votes on big rules, but the day-to-day is in the management company's hands.

🧩 Final Takeaway

This is a routine annual meeting, but it highlights ASIC’s core structure: an externally-managed REIT where key operational and compensation decisions are delegated to an affiliated advisor. Your vote is primarily about endorsing the board’s oversight of this arrangement and approving the auditors who check the books.

ASIC Sets June 2 Annual Vote on Board, Pay and Auditor