Chicago Atlantic Real Estate Finance (REFI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 13, 2025, with voting on director elections and auditor ratification.

• Shareholders can vote in person, by mail, phone, or online, with detailed instructions provided.

• The board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Shareholders will elect seven directors for one-year terms and ratify BDO USA, P.C. as the independent auditor for 2025.

• Each share of common stock is entitled to one vote; a majority of shares is required for a quorum.

• Proposals require a plurality (directors) or majority (auditor) of votes cast for approval.

• Shareholder proposals for the 2026 meeting must be submitted by December 29, 2025.

Board of directors and corporate governance

• The board consists of seven directors, with a mix of interested and independent members.

• Independent directors meet Nasdaq and SEC standards; Dr. Papastavrou serves as Lead Independent Director.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• Board and committee meetings were well attended in 2024, with a minimum attendance requirement for compensation.

• The board values diversity of experience and skills, though no formal diversity policy exists.