UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Power REIT

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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301 Winding Road Old Bethpage, NY 11804 212-750-0371 www.pwreit.com

August 27, 2024

Dear fellow shareholder:

Attached please find materials related to the 2024 Annual Meeting of Shareholders of Power REIT.

We have included with this letter a Proxy Statement that provides you with detailed information about the Annual Meeting. We encourage you to read the entire Proxy Statement carefully. You may also obtain more information about Power REIT from documents we have filed with the Securities and Exchange Commission.

You are being asked at the Annual Meeting to elect Trustees named in the Proxy Statement, to ratify the retention of MaloneBailey, LLP as our independent registered public accounting firm, to approve, on an advisory basis, the compensation of our named executive officers and to transact any other business properly brought before the meeting.

Your vote is important. We encourage you to vote your shares prior to the Annual Meeting. You may vote your shares through one of the methods described in the enclosed Proxy Statement. We strongly urge you to read the accompanying Proxy Statement carefully and to vote FOR the nominees proposed by the Board of Trustees and in accordance with the recommendations of the Board of Trustees on the other proposals by following the voting instructions contained in the Proxy Statement.

On behalf of the Board of Trustees, we thank you for your ongoing support and investment in Power REIT.

Very truly yours,

/s/ David H. Lesser

David H. Lesser

Chairman of the Board of Trustees

Power REIT

301 Winding Road

Old Bethpage, NY 11804

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

Thursday, September 26, 2024, 10:00 AM (local time)

The 2024 annual meeting of holders (“shareholders”) of shares of beneficial interest, $0.001 par value (“common shares” or “common stock”) of Power REIT (the “Trust”) will be held on Thursday, September 26, 2024, at 10:00 AM (local time) at 301 Winding Road, Old Bethpage NY 11804 (the “2024 Annual Meeting”).

The items of business are:

(1)	to elect the four nominees for trustees named in the accompanying proxy statement to the Trust’s Board of Trustees, each to serve until the next annual meeting of shareholders and until the successors to such trustees have been duly elected and qualified;
(2)	to ratify the appointment of MaloneBailey, LLP (“MaloneBailey”) as the Trust’s independent registered public accounting firm;
(3)	to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement;
(4)	to transact such other business as may properly come before the meeting.

These items are more fully described in the accompanying proxy statement. The Trust’s Annual Report on Form 10-K for the year ended December 31, 2023, which includes the Trust’s consolidated financial statements as of and for the year ended December 31, 2023, is available on our website, https://www.pwreit.com/news-and-sec-filings, and can be provided by mail upon request. Requests should be mailed to Power REIT, 301 Winding Road, Old Bethpage, NY 11804 or emailed to ir@pwreit.com.

The Board of Trustees has fixed the close of business on August 26, 2024 as the record date for the determination of shareholders entitled to notice of and to vote at the 2024 Annual Meeting and any adjournments thereof. Shareholders of record can vote their common shares by using the Mail or Internet. Instructions for using these convenient services are set forth in the enclosed materials. You also may vote your common shares by marking your votes on the enclosed white proxy card, signing and dating it and mailing it in the enclosed envelope.

A list of shareholders of record will be available for inspection at the 2024 Annual Meeting.

Your vote is important. Please vote by using the Internet or by marking, signing, dating and returning the enclosed white proxy card.

By order of the Board of Trustees

/s/ David H. Lesser

David H. Lesser

Secretary

August 27, 2024

IMPORTANT NOTICE CONCERNING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS MEETING TO BE HELD ON SEPTEMBER 26, 2024:

The Trust’s 2024 proxy materials, including the Notice of 2024 Annual Meeting of Shareholders, Proxy Statement and proxy card, together with the Trust’s Annual Report on Form 10-K, which is not a part of our proxy solicitation materials, will be mailed on or about August 30, 2024 and are available at www.proxyvote.com. The Trust’s Annual Report on Form 10-K for the year ended December 31, 2023, is available on the website, https://www.pwreit.com/news-and-sec-filings, and can be provided by mail upon request. Requests should be mailed to Power REIT, 301 Winding Road, Old Bethpage, NY 11804 or emailed to ir@pwreit.com.

Power REIT

301 Winding Road

Old Bethpage, NY 11804

PROXY STATEMENT

2024 ANNUAL MEETING OF SHAREHOLDERS

This proxy statement is being furnished to the holders (“shareholders”) of shares of beneficial interest, $0.001 par value (“common shares” or “common stock”) of Power REIT (the “Trust”, “we” or “us”) in connection with the solicitation of proxies by the Board of Trustees of the Trust to be voted at the 2024 annual meeting to be held on Thursday, September 26, 2024 at 10:00 A.M. local time at 301 Winding Road, Old Bethpage, NY 11804 (the “2024 Annual Meeting”), and at any adjournments thereof. The items of business for the annual meeting are:

(1)	to elect the four trustees named herein to the Trust’s Board of Trustees, to serve until the next annual meeting of shareholders and until the successors to such trustees have been duly elected and qualified;
(2)	to ratify the appointment of MaloneBailey, LLP (“MaloneBailey”) as the Trust’s independent registered public accounting firm;
(3)	to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement;
(4)	to transact such other business as may properly come before the meeting.

This proxy statement and the accompanying notice of annual meeting and form of proxy card and the Trust’s Annual Report on Form 10-K are first being mailed or made available to shareholders on or about August 30, 2024. Our Annual Report on Form 10-K for the year ended December 31, 2023, which includes our consolidated financial statements as of and for the year ended December 31, 2023, is available on the Trust’s website, https://www.pwreit.com/news-and-sec-filings and can be provided by mail upon request. Requests should be mailed to Power REIT, 301 Winding Road, Old Bethpage, NY 11804 or emailed to ir@pwreit.com.

The cost of this solicitation of proxies will be borne by the Trust. Solicitations may be made by mail, telephone, facsimile or electronic mail, and by officers of the Trust without extra compensation. The Trust will reimburse brokerage firms and other third parties for their reasonable and customary expenses in forwarding our proxy materials to beneficial owners of our common shares.

The Board of Trustees has fixed the close of business on August 26, 2024, as the record date (the “record date”) for the determination of shareholders entitled to notice of and to vote at the 2024 Annual Meeting and any adjournments thereof. At the close of business on the record date, there were outstanding and entitled to vote 3,389,961 of our common shares (including unvested, restricted common shares granted pursuant to the Trust’s 2020 Equity Incentive Plan (the “Plan”) and other stock grants, which pursuant to the terms of the grants carry voting privileges).

Quorum, Voting Power, Effect of Abstentions, Required Votes

At the annual meeting, the presence, in person or by proxy, of shareholders entitled to cast thirty-three and one third percent (33 1/3%) of all the votes entitled to be cast at the meeting shall constitute a quorum. Except as set forth in the Declaration of Trust, an act authorized by the vote of the holders of a majority of shares of the Trust present in person or by proxy and casting a vote on the matter at a duly organized meeting shall be the act of the shareholders. Each outstanding common share shall be entitled to one vote on each matter submitted to a vote. For purposes of the foregoing, abstentions and non-votes shall not be deemed to be votes cast, although they shall be counted for purposes of determining the existence of a quorum.

The nominees for the Board of Trustees that receive the affirmative vote of the majority of shares both present, in person or by proxy, and casting a vote shall be elected as trustees. The ratification of the appointment of MaloneBailey and the advisory vote on the compensation of our named executive officers requires the affirmative vote of the majority of the shares both present, in person or by proxy, and casting a vote on such matter shall decide a particular matter.

Voting Procedures

If you hold our common shares in your own name, as a “holder of record” or “registered” holder, you may have your shares voted through a proxy submitted on your behalf pursuant to your instructions, through any of the following methods:

● using the Internet, log on to www.proxyvote.com and follow the instructions; or

● marking, signing, dating, and returning the white proxy card in the postage-paid mailing envelope provided.

If you are a holder or record or registered shareholder and do not appoint and instruct proxies by voting over the Internet or by marking, signing, dating and returning the white proxy card, then you must attend the meeting in person in order to vote.

If you do not hold our common shares in your own name, but instead hold your interest in our shares through one or more intermediaries, such as a bank or broker (in many cases referred to as owning shares “in street name”), then you are considered a holder of a beneficial interest in our common shares, or a “beneficial owner”, and you will be able to vote the shares in which you hold your interest through those intermediaries. An intermediary will forward our proxy materials to you and provide you with instructions as to how to vote the shares.

Broker Non-Votes, Routine and Non-Routine Matters

If you hold common shares through a bank or broker, the voting of the shares by the bank or broker when you do not provide voting instructions is governed by the rules of the NYSE American. These rules allow banks and brokers to vote such shares in their discretion on “routine” matters. On matters considered “non-routine,” banks and brokers may not vote without your instructions. Shares that banks and brokers are not authorized to vote are referred to as “broker non-votes.”

The ratification of MaloneBailey as the Trust’s independent registered public accounting firm is considered a routine matter, so banks and brokers may vote your shares regarding this proposal without your instructions. Accordingly, if you are a beneficial owner and wish to have your vote on this proposal counted in a particular way, either “for”, “against”, or as an abstention, then you must provide your voting instructions by Internet or by returning the white proxy card. If you do not instruct your bank or broker how to vote on this routine matter, your bank or broker may vote your shares in their discretion.

The election of trustees and the advisory vote on the compensation of our named executive officers, as disclosed in this proxy statement vote are each considered a non-routine matter, and therefore banks and brokers may not vote on your behalf in the election of trustees without your instructions. Please note that if you want your votes in the election of trustees, to be counted, you must instruct your bank or broker how to vote your shares. If you do not provide voting instructions, no votes will be cast on your behalf in the election of trustees

Note that, at the 2024 Annual Meeting, abstentions and broker non-votes shall not be deemed to be votes cast, although they shall be counted for purposes of determining the existence of a quorum.

Revocability or Change of Proxies

A proxy may be revoked or changed at any time prior to the voting thereof at the annual meeting, by (1) giving notice to the Secretary of the Trust in writing c/o Power REIT, 301 Winding Road, Old Bethpage, NY 11804, (2) submitting a later-dated proxy, subject to the voting deadlines that are described on the proxy card or voting instruction form, as applicable, (3) delivering to the Secretary of Trust another duly executed proxy bearing a later date or (4) by appearing at the 2024 Annual Meeting in person and voting your shares. Attendance at the meeting will not, by itself, revoke a proxy unless you specifically so request.

Cumulative Voting

Shareholders of the Trust are not entitled to exercise cumulative voting rights in the election of trustees.

Notice of Electronic Availability of Proxy Materials

As permitted by rules of the Securities and Exchange Commission (the “SEC”), these proxy materials and our Annual Report on Form 10-K for the year ended December 31, 2023 are being made available to our shareholders online and are accessible through www.proxyvote.com and https://www.pwreit.com/news-and-sec-filings (Annual Report on Form 10-K only).

Trustees’ Voting Recommendations

The Board of Trustees recommends that you vote your common shares FOR each of the Board of Trustees’ four nominees that are standing for election to the Board of Trustees (Proposal 1); FOR the ratification of Malone Bailey as our independent registered public accounting firm (Proposal 2); and FOR the compensation of our named executive officers, as disclosed in this proxy statement (Proposal 3).

Proposal 1: Election of Trustees

Our Board of Trustees is currently comprised of four trustees, three of whom are independent under the rules of the NYSE American and under applicable rules of the SEC: William S. Susman, Patrick R. Haynes, III and Dionisio D’Aguilar. Our fourth trustee, David H. Lesser, is not independent due to the fact that he is a principal shareholder, the Chief Executive Officer and Chief Financial Officer of the Trust and serves as Chairman of the Board of Trustees.

The Board of Trustees recommends to shareholders that they vote for all four of the nominees. If elected, the nominees would serve as trustees for a one-year term until the 2025 annual meeting of shareholders and until their successors are duly elected and qualified.

The nominees are:

Name	Age	Trustee Since	Trust Position
David H. Lesser	58	2009*	Chairman of Board of Trustees Chief Executive Officer, Chief Financial Officer, Secretary
William S. Susman	60	2010*	Trustee Chairman of Compensation Committee Chairman of Nominating Committee Chairman of the Special Committee – Related Party Transactions Member of the Audit Committee
Patrick R. Haynes, III	40	2011*	Trustee Member of Nominating Committee Member of Compensation Committee Member of the Special Committee – Related Party Transactions
Dionisio D’Aguilar	60	2022	Trustee Member of the Nominating Committee Member of Audit Committee Member of the Special Committee – Related Party Transactions

* The nominees have been trustees of Power REIT since the dates listed in the table above and are and have been trustees of Pittsburgh & West Virginia Railroad, a wholly owned subsidiary of Power REIT, since the dates listed in the table above.

The following are summaries of our nominees’ biographies and experience:

David H. Lesser has over 35 years of experience in real estate, including substantial experience creating shareholder value in REITs. Mr. Lesser is currently, and has been for more than the past 25 years, President of Hudson Bay Partners, LP (“HBP”), an investment firm focused on real estate, real estate-related situations and alternative energy. Since October 2013, Mr. Lesser has served as Chairman and CEO of Millennium Investment and Acquisition Company (ticker: MILC). Mr. Lesser is co-founder and CEO of IntelliStay Hospitality Management, LLC which is sponsoring investments in hotels. Mr. Lesser has previously held leadership roles with public REITs, having served as a Senior Vice President of Crescent Real Estate Equities and as a Director of Keystone Property Trust. Prior to his time at Crescent, Mr. Lesser was a Director of Investment Banking at Merrill Lynch & Co. within the real estate finance group.

Since 1995, Mr. Lesser has, through HBP, invested in numerous real estate and alternative energy transactions, including a reverse merger transaction in 1997 that led to the formation of Keystone Property Trust (NYSE: KTR) (“Keystone”). Mr. Lesser, as president of HBP, led an investor group and structured a reverse merger transaction with American Real Estate Investment Corporation (AMEX: REA) to ultimately form Keystone. The transaction involved an investment of $30 million of cash, the merger of a property management company and the acquisition of a family-owned portfolio of industrial properties for ownership in the REIT. In addition to initial structuring and equity investment by HBP, Mr. Lesser served on Keystone’s board of trustees until June 2000. Keystone was acquired by Prologis (NYSE: PLD) in 2004 for a total enterprise value of $1.4 billion, delivering a compound annual shareholder return of 16.5% from the initial transaction.

Mr. Lesser holds an M.B.A. from Cornell University and a B.S. in Applied Management and Economics from Cornell University.

Mr. Lesser has been Chairman of Power REIT’s Board of Trustees, our Chief Executive Officer since December 2011, and our Chief Financial Officer, Secretary and Treasurer since February 2014. Mr. Lesser has been a trustee of Pittsburgh & West Virginia Railroad, a wholly owned subsidiary of Power REIT (“P&WV”), from 2009 to the present, Chairman of P&WV’s Board of Trustees from December 2010 to the present and CEO of P&WV from February 2011 to the present.

We believe that Mr. Lesser’s years of experience as a real estate investor, as a board director and in creating shareholder value for REITs provide significant benefits to the Trust.

William S. Susman has over 25 years of investment banking experience, including significant experience in the transportation and railroad industry. As the former head of Merrill Lynch’s Transportation and Consumer Group, Mr. Susman advised numerous railroad clients, including Burlington Northern, CSX, Kansas City Southern, Norfolk Southern Railways, TMM and Union Pacific. In January 2024, Mr. Susman sold Threadstone Capital, a boutique investment bank he founded to Cascadia Capital, a nationally recognized independent investment banking advisory firm. Today Mr Susman leads Cascadia’s consumer, retail and e-commerce investment banking practice. Prior to founding Threadstone Advisors, he was President of Financo, an investment bank focused on retail and consumer goods, where he worked from 2004-2011. Mr. Susman began his investment banking career at Salomon Brothers, in their transportation group. Mr. Susman sits on the boards of two private companies: Preferred Fragrances and Jonathan Adler Enterprises. Mr. Susman is a graduate of the University of Michigan, with a B.S. in Business Administration and a Masters from the Kellogg Graduate School of Management at Northwestern University.

Mr. Susman has been a trustee and Power REIT’s Compensation Committee Chairman since December 2011, Chairman of the Nominating Committee since August 2012, Chairman of the Special Committee – Related Party Transactions since March 11, 2022 and member of the Audit Committee since February, 2024. Mr. Susman has been a trustee of P&WV from May 2011 to the present and was P&WV’s Compensation Committee Chairperson from August 2011 to December 2011.

We believe that Mr. Susman’s understanding of business, finance and the railroad industry, acquired through over 20 years of investment banking experience, and his leadership as Chairman of the Compensation Committee and in regard to governance matters, provide significant benefits to the Trust.

Patrick R. Haynes, III is a commercial real estate investment professional with over 15 years of direct real estate private equity and investment experience across all asset classes.

Mr. Haynes is currently the founder and managing principal of Jackson River Capital (“JRC”). JRC is a private commercial real estate holding company that sponsors/co-sponsors commercial real estate investments and platforms seeking to generate attractive risk-adjusted returns. Through JRC has, Mr. Haynes has co-founded multiple investment platforms focused on healthcare, hospitality, and multifamily properties. Most recently, Mr. Haynes co-founded Wellness Real Estate Partners (WREP), a private real estate investment platform that actively acquiring net-leased real estate in the behavioral health industry.

Prior to forming JRC, Mr. Haynes was employed by Alliance Partners HSP (“Alliance”), a family office backed opportunistic real estate investment and development company.

Prior to joining Alliance, Mr. Haynes worked for the Rockefeller Group Investment Management Corp. (“RGIM”), a newly launched investment management subsidiary owned by Mitsubishi Estate. At RGIM he was responsible for the financial analysis for RGIM’s corporate acquisitions and direct real estate investments and supported institutional fundraising and business development. Mr. Haynes began his career at Lehman Brothers in 2007 in the real estate private equity group where he performed financial analysis, market research and due diligence for over $2.0 billion in potential real estate acquisitions across all asset classes nationally. Following the bankruptcy, Mr. Haynes supported the successful management led buyout of the real estate private equity funds’ advisory business from the LB estate, responsible for the management of approximately $18 billion in real estate assets globally. Mr. Haynes remained with the go-forward venture created by the fund’s management, Silverpeak Real Estate Partners (“Silverpeak”), until joining RGIM.

Mr. Haynes has over 14 years of experience serving on the board of Power REIT. Mr. Haynes has been a Trustee and a member of Power REIT’s Compensation Committee since December 2011, a member of the Nominating Committee since August 2012 and a member of the Special Committee – Related Party Transactions since March 2022. Mr. Haynes has been a trustee of P&WV from May 2011 to the present and was a member of P&WV’s Compensation Committee from August 2011 to December 2011 and a member of P&WV’s Audit Committee from 2010 to December 2011. He is considered to be an independent trustee in accordance with the NYSE American Company Guide.

Mr. Haynes received a Bachelor of Arts in U.S. History from Brown University.

We believe that Mr. Haynes’ experience and contacts in real estate and his experience in transaction structuring and private equity provide significant benefits to the Trust.

Dionisio D’Aguilar, has more than 30 years of accounting, finance, and government experience. From March 1993 through May 2017 and from September 2021 to present, Mr. D’Aguilar served as the President and CEO of Superwash Limited, which is the largest chain of self-service laundries in the Bahamas. From May 2017 through September 2021, Mr. D’Aguilar, having been elected to the Bahamian Parliament, served in the Cabinet of The Government of The Bahamas as the Minister of Tourism and Aviation. Mr. D’Aguilar also served as President of The Bahamas Chamber of Commerce from 2007 – 2009 and the Honorary Consul for the Kingdom of The Netherlands in The Bahamas from June 2009 to May 2017. Mr. D’Aguilar has significant board experience having served as Chairman of the Board of AML Foods Limited from 2009 – 2017, Chairman of the Board of Insurance Company of the Bahamas from 2008 – 2017, Director of J.S. Johnson Insurance Agents & Brokers from 2008 – 2017, Director of Millennium Investment & Acquisition Company from 2013 – 2017, and Director of Bahamar from 2011 – 2015. Mr. D’Aguilar qualified as a Certified Public Accountant (CPA) in the State of New York during his time at KPMG US.

Mr. D’Aguilar holds both a Bachelor of Science (Hotel Administration) and a Master of Business Administration (M.B.A.) from Cornell University.

Mr. D’Aguilar has been a trustee and a member of Power REIT’s Audit Committee, Nominating Committee and Special Committee – Related Party Transactions since March 16, 2022. Mr. D’Aguilar became the chairperson of the Audit Committee on February 24, 2024.

We believe that Mr. D’Aquilar’s many years of experience at KPMG, significant financial and management expertise and experience in government matters provides significant benefits to the Trust.

In summary, the nominees have experience and skills in, and industry contacts relevant to, providing leadership to REITs, sourcing and structuring investments and raising and investing capital. The Trust believes these skills, relevant work experiences and contacts will significantly benefit shareholders as the Trust implements its business plan.

Family Relationships

There are no family relationships among any of our trustees or executive officers.

Non-Employee Trustee Compensation

In July, 2020, the 2020 Plan was adopted which superseded the 2012 Plan. In 2023, no shares of restricted common stock or options were granted.

Other than the option grants and the restricted stock grants, there are currently no other compensation arrangements with any of the independent trustees. The Trust has a policy to reimburse reasonable expenses of Trustees. During 2023 there were no such reimbursements.

Compensation of our independent trustees for the fiscal year ending December 31, 2023, is listed in the table below.

Trustee Name

Fees Earned or Paid in Cash

Stock Awards(1)

Option Awards(2)

Non-Equity Incentive Plan Compensation

Non-Qualified Deferred Compensation Earnings

All Other Compensation

Total

William S. Susman

$

—

$

—

$

—

$

—

$

—

$

—

$

—

Patrick R Haynes, III

$

—

$

—

$

—

$

—

$

—

$

—

$

—

Dionisio D’Aguilar

$

—

$

—

$

—

$

—

$

—

$

—

$

—

The compensation provided to Mr. Lesser, the Chairman of the Board of Trustees and also an officer of the Trust, is detailed in the table under “Executive Officer – Executive Officer Compensation”, below.

The table below shows the aggregate number of option and stock awards outstanding at December 31, 2023 for each of our independent trustees.

Trustee Name	Number of shares Subject to Outstanding Options		Stock Awards
William S. Susman		10,000		—
Patrick R Haynes, III		10,000		—
Dionisio D’Aguilar		10,000		—

THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR THE

ELECTION OF EACH OF THE FOUR NOMINEES AS TRUSTEES OF THE TRUST

ADDITIONAL DISCLOSURE RELATING TO OUR

TRUSTEES, EXECUTIVE OFFICER AND CORPORATE GOVERNANCE

Corporate Governance

Overview

In accordance with our Declaration of Trust and Bylaws, our Board of Trustees elects the Chairman of the Board of Trustees and our executive officers, and each of these positions may be held by the same or separate persons. Our corporate governance guidelines do not include a policy on whether the role of the Chairman and Chief Executive Officer should be separate or, if not, whether a lead independent trustee is to be elected. From February 2011, Mr. Lesser, the Chairman of our Board of Trustees, has also served as our Chief Executive Officer. In 2020, Susan Hollander was named Chief Accounting Officer. We do not have a lead independent trustee. We believe that this arrangement is suitable for a company of our size. The Board of Trustees shall review the need for any changes to these arrangements from time to time in light of the Trust’s changing business needs.

Risk Oversight

Our Board of Trustees takes an active role in overseeing the management of our risks. The Board of Trustees regularly reviews information regarding our liquidity, operations and investment activities, as well as the risks associated with each. The Board of Trustees is responsible for overseeing the implementation of our investment strategy, the principal goal of which is to enhance long-term shareholder value through increases in earnings, cash flow and net asset value. Currently, each investment transaction is approved by the Board of Trustees. In the future, the Board of Trustees may establish an investment committee consisting of trustees to oversee our investment activities, including the review and approval of specific transactions.

Leadership Structure

Our Chief Executive Officer serves as our Chairman of the Board of Trustees. Our Board does not have a lead independent trustee. Our Board has determined its leadership structure is appropriate and effective given the size of the Trust and our stage of development.

Board and Committee Meetings and Attendance

The Board of Trustees held six scheduled meetings during 2023. On five other occasions during the year, the trustees, after conferring in writing, adopted Board of Trustees resolutions by a majority of votes via written consent. The independent trustees met in executive session during 2023; all of the independent trustees were in attendance during this session. During 2023, each trustee attended at least 75% of the aggregate of all meetings of the Board of Trustees and of all meetings of committees of the Board of Trustees on which such member served that were held during the period in which such trustee served.

Board Attendance at Annual Shareholders’ Meeting

Four of our five trustees attended the 2023 annual meeting of shareholders. Our policy is to invite and encourage each member of the Board of Trustees to be present at our annual meetings of stockholders.

Board Committees

Our Board of Trustees has four committees: An Audit Committee, a Compensation Committee, a Nominating Committee and a Special Committee – Related Party Transactions. Each of the four committees consists solely of independent trustees in accordance with the NYSE American Company Guide.

Audit Committee

Our Audit Committee has been established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”) and consists of two independent trustees, each of whom the Board of Trustees has determined is “financially literate” and “independent” under the rules of the NYSE American Company Guide: Dionisio D’Aguilar and William Susman. Mr. D’Aguilar serves as chairman of the Audit Committee and the Board of Trustees has determined that Mr. D’Aguilar meets the definition of “audit committee financial expert,” as defined in applicable SEC rules. Pursuant to its charter, the Audit Committee, among other purposes, serves to assist the Board of Trustees in overseeing:

●	the integrity of our financial statements;
●	our compliance with legal and regulatory requirements and ethical behavior;
●	the retention of independent public auditors, including oversight of their performance, qualifications and independence, as well as the terms of their engagement;
●	our accounting and financial reporting processes, internal control systems and internal audit function, as applicable;
● ●	our monitoring of compliance with laws and regulations and our code of business conduct and ethics; review and discuss our policies regarding information technology security and protection from cyber risks; and
●	our investigation of any employee misconduct or fraud.

During 2023, the Audit Committee held two meetings, and on one occasion, after conferring individually or via writing, took action by written consent. The Audit Committee’s charter is available on the Trust’s website at: www.pwreit.com.

Report of the Audit Committee

The Audit Committee hereby reports as follows:

1.	Management has the primary responsibility for the Trust’s financial statements and reporting process, including its system of internal accounting controls. The Audit Committee, in its oversight role, has reviewed and discussed the audited financial statements with the Trust’s management.
2.	The Audit Committee has discussed with the Trust’s independent audit firm the overall scope of, and plans for, its audits. The Audit Committee discussed with the independent audit firm the Trust’s financial reporting process in addition to other matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC, and other applicable regulations, relating to the firm’s judgment about the quality, not just the acceptability, of the Trust’s accounting principles, the reasonableness of significant judgments and estimates, and the clarity of disclosures in the financial statements.
3.	The Audit Committee has received the written disclosures and the letter from MaloneBailey required by applicable requirements of the PCAOB regarding its communications with the Audit Committee concerning independence, and has discussed with MaloneBailey its independence.
4.	Based on the matters and discussions referred to in paragraphs (1) through (3) above, the Audit Committee has recommended to the Board of Trustees, and the Board of Trustees has approved, that the audited financial statements be included in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the Securities and Exchange Commission.

5. After considering MaloneBailey’s experience and independence, the Audit Committee recommends that the Trust (a) ratify MaloneBailey as the Trust’s independent audit firm to perform the audit of the financial statements as of and for the year ending December 31, 2023 and (b) submit to shareholders the ratification of MaloneBailey, as the Trust’s independent audit firm at the 2024 Annual Meeting.

Submitted by the Audit Committee of the Board of Trustees

Dionisio D’Aguilar

William Susman

Compensation Committee

During 2023, our Compensation Committee consisted of two independent trustees: William S. Susman and Patrick R. Haynes, III. Mr. Susman serves as chairman of the Compensation Committee. The Compensation Committee, among other purposes, serves to:

●	establish and periodically review the adequacy of the compensation plans for our executive officers and other employees;
●	review the performance of executive officers and adjust compensation arrangements as appropriate;
●	establish compensation arrangements for our non-executive trustees; and
● ●	evaluate and make grants under the Trust’s 2020 Equity Incentive Plan and other stock grants pursuant to authority delegated to it by the Board of Trustees; review and make recommendations to the Board regarding our clawback policy; and
●	review and monitor management developments and succession plans and activities.

During 2023, the Compensation Committee did not hold any meetings, nor took action by written consent. The Compensation Committee charter is available on the Trust’s website at: www.pwreit.com.

Nominating Committee

The Nominating Committee is chaired by William S. Susman with Dionisio D’Aguilar and Patrick R. Haynes, III serving as members. The Nominating Committee evaluates potential nominees to serve as trustees and makes recommendations to the Board of Trustees for inclusion in the Trust’s annual proxy statement. The Nominating Committee met once in 2023.

Trustee Nomination Process

The Nominating Committee is responsible for developing and evaluating potential trustee candidates for consideration in the event of a vacancy on the Board of Trustees and making nominee recommendations to the Board of Trustees. The Nominating Committee seeks candidates for election and appointment that possess the integrity, leadership skills and competency required to direct and oversee the Trust’s management in the best interests of its shareholders, customers and employees, as well as the communities it serves and other affected parties. Nominee candidates must be willing to regularly attend committee and Board of Trustees meetings, to develop a strong understanding of the Trust, its businesses and its requirements, to contribute his or her time and knowledge to the Trust and to be prepared to exercise his or her duties with skill and care. In addition, each candidate should have an understanding of relevant governance concepts and the legal duties of a trustee of a public company. The Nominating Committee does not have a set policy or process for considering diversity in identifying nominees, but endeavors to establish a diversity of background and experience in a number of areas of core competency, including business judgment, management, accounting, finance, knowledge of our industry, strategic vision, and other areas relevant to our business.

To propose a nominee, shareholders may contact the Nominating Committee Chairman, the Chairman of the Board of Trustees or the Trust’s Secretary by writing to them care of the Trust at its principal executive offices. Such correspondence should include a detailed description of the proposed nominee’s qualifications and a method to contact the nominee if the Nominating Committee so chooses. Candidates viewed by the Nominating Committee as qualified and suitable for service as a trustee will be contacted to determine interest in being considered to serve on the Board of Trustees and, if interested, will be interviewed and have their qualifications established and considered. The Nominating Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a shareholder.

The Nominating Committee recommended nominees to the Board of Trustees for inclusion within Proposal 1 of the proxy statement for the 2024 Annual Meeting of Shareholders. The Nominating Committee has established a charter outlining its purpose and the practices it follows. The Nominating Committee charter is available on the Trust’s website at www.pwreit.com.

Special Committee – Related Party Transactions

The Special Committee – Related Party Transactions (“the Special Committee”) which is chaired by William Susman with Patrick R. Haynes, III and Dionisio J. Aguilar serving as members. The purpose of this Special Committee is to approve all future transactions that can be considered Related Party Transactions. All such transactions will be presented to the Special Committee which will then meet in an executive session to discuss the proposed transaction and ultimately vote on such transactions. The vote of a majority of the members of the Special Committee is required to approve transactions that are brought before the Special Committee on behalf of the Board of Trustees. Additionally, the composition of the Special Committee will only include independent trustees. The Special Committee did not meet in 2023.

Code of Business Conduct

The Trust has a Code of Business Conduct, with which all officers and trustees must comply. A copy of the code may be viewed on our website at www.pwreit.com, and printed copies may be requested, without charge, by writing to us at 301 Winding Road, Old Bethpage, NY 11804, Attention: Investor Relations. If we make any substantive amendments to the Code of Business Conduct or grant any waiver from a provision of the Code of Business Conduct to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website if such disclosure is required by the SEC or the NYSE American rules.

Insider Trading and Hedging

We have adopted an insider trading policy (the “Trading Policy”) with respect to the policies and procedures covering trades of our securities and the handling of our confidential information. The Trading Policy, which applies to all trustees, officers, employees, consultants and independent contractors of the Company (each a “Covered Person”), prohibits the purchase or sale of our securities by a Covered Person who is in possession of material non-public information. The Trading Policy also prohibits a Covered Person, including such person’s spouse, minor children or other persons living in the same household and entities over which such person exercises control, from engaging in certain transactions, including, among other things, short-term trading, short sales, options trading, hedging and pledging. Consequently, no employee, executive officer or director may enter into a hedge or pledge of the Company’s Common Stock. A copy of our insider trading policy is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2023.

Executive OfficerS

The Trust is managed by David H. Lesser, the Trust’s Chief Executive Officer, with oversight from its Board of Trustees.

The following is a summary of the Trust’s Officers as of December 31, 2023:

Name	Age	Officer Since	Trust Positions
David H. Lesser	58	2011	Chairman of the Board of Trustees Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer
Susan P. Hollander	56	2020	Chief Accounting Officer

Mr. Lesser’s biography and summary of experience can be found in Proposal 1.

Susan P. Hollander is the Chief Accounting Officer of Power REIT and is responsible for strategic accounting, compliance and financial functions including SEC and statutory filings. She has been working with our CEO, David Lesser, since 2017 as Controller for Intelligen Power Systems, Millennium Sustainable Ventures Corp., formerly Millennium Investment and Acquisition Company and IntelliStay Hospitality Management, LLC. Prior to that Ms. Hollander was Controller at Boston Provident, LP, a long-short, multi asset hedge fund specializing in the financial services industry for over 22 years where she focused primarily on financial reporting, trading operations, fund accounting and performance reporting. Ms. Hollander has more than 30 years of accounting, finance and tax experience, primarily within the financial services/real estate industry. In addition, Ms. Hollander has public company reporting expertise. Ms. Hollander graduated from Binghamton University, State University of New York with a Bachelor of Science in Economics.

Executive Officer Compensation

The Trust does not have an employment agreement with Mr. Lesser or with Ms. Hollander. In 2023, Mr. Lesser was not awarded any shares of restricted stock and in 2022, Mr. Lesser was awarded 20,000 shares of restricted stock which vests monthly over a three-year period commencing August 2022. Ms. Hollander was not awarded any shares of restricted stock in 2023 or 2022. The restricted stock grants provide for voting rights and dividends during the vesting period. The assumptions used to value the grants are described in footnote 9 to the Trust’s audited financial statements included in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2023, available on the Trust’s website, https://www.pwreit.com/news-and-sec-filings.

Compensation for our named executive officer for the fiscal years ending December 31, 2023 and 2022, is set forth in the table below:

Name and Principal Positions	Year	Salary			Bonus		Stock Awards			Option Awards (2)		All Other Compensation		Total
David H. Lesser, Chairman, CEO and CFO	2023	$	150,000	(3)	$	-	$	-		$	-	$	-	$	150,000
David H. Lesser, Chairman, CEO and CFO	2022	$	62,500	(3)	$	-	$	268,800	(1)	$	1,189,895	$	-	$	1,521,195
Susan P. Hollander, CAO	2023	$	66,000	(4)	$	-	$	-		$	-	$	-	$	66,000
Susan P. Hollander, CAO	2022	$	63,000	(4)	$	-	$	-		$	59,494	$	-	$	122,494

(1)	The value reflects the aggregate grant date fair value computed in accordance with FASB ASC 718. Shares vest monthly over 36 months beginning August 1, 2022.
(2)	For all option awards, the value reflects date of grant using the Black-Scholes formula. Options vest monthly in a series of 36 equal monthly installments starting on August 1, 2022.
(3)	In September of 2022, cash compensation commenced at an annualized rate of $150,000.
(4)	In March of 2022, cash compensation commenced at an annualized rate of $66,000.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth outstanding option equity and restricted stock awards granted to the Trust’s named executive officer as of December 31, 2023:

		Option Awards								Stock Awards
Name	Year	Number of shares of underlying unexercised options (exercisable) (1)		Number of shares underlying unexercised options (unexercisable) (1)		Option exercise price		Option expiration date		Number of shares that have not vested			Market value of shares that have not vested (5)
David H. Lesser, CEO	2022		70,833		79,167	$	13.44		7/15/2033		-		$	-
	2022		-		-		-		-		10,566	(3)		6,867
	2021		-		-		-		-		2,778	(2)		1,805
Susan Hollander, CAO	2022		3,542		3,958		13.44		7/15/2033		-			-
	2021		-		-		-		-		83	(4)		53

(1)	For all option awards, the value reflects date of grant using the Black-Scholes formula. Options vest monthly in a series of 36 equal monthly installments starting on August 1, 2022.
(2)	Option was granted on May 12, 2021 and vest monthly over 36 months on a pro-rata basis starting June, 2021.
(3)	Option was granted on July 15, 2022 and vest monthly over 36 months on a pro-rata basis starting August, 2022.
(4)	Option was granted on May 12, 2021 and vest monthly over 36 months on a pro-rata basis starting July 1, 2021.
(5)	Based on the stock price of PW at 12/31/23 which is $0.65.

Clawback Policy

The Board of Trustees has adopted a clawback policy which allows us to recover performance-based compensation, whether cash or equity, from a current or former executive officer in the event of an Accounting Restatement. The clawback policy defines an Accounting Restatement as an accounting restatement of our financial statements due to our material noncompliance with any financial reporting requirement under the securities laws. Under such policy, we may recoup incentive-based compensation previously received by an executive officer that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts in the Accounting Restatement.

The Board of Trustees has the sole discretion to determine the form and timing of the recovery, which may include repayment, forfeiture and/or an adjustment to future performance-based compensation payouts or awards. The remedies under the clawback policy are in addition to, and not in lieu of, any legal and equitable claims available to the Company. The clawback policy is annexed to our Annual Report on Form 10-K for the year ended December 31, 2023 as an exhibit.

COMPENSATION DISCUSSION AND ANALYSIS

The Trust’s compensation program is designed to incentivize key individuals to provide services of value to the Trust, including services in the long-term interest of the Trust. Over the last several years, the Trust has focused on providing cash compensation and providing incentive compensation in the form of option and restricted stock grants. The compensation program has consisted primarily of occasional option grants and restricted stock grants to our independent trustees and occasional option grants and restricted stock grants to our Executive Officers. The Trust believes this approach provides the Trust with increased flexibility to vary the amounts and types of compensation paid to the Trust’s executive officers, to serve the goals of:

● more strongly aligning the interests of the Trust and the interests of its executive officers and trustees, among others, in support of our business expansion and improvement plans;

● rewarding our executive officers in proportion to the increased duties we are imposing on them and the increased levels of performance we are requiring of them; and

● rewarding our executive officers and trustees, among others, if and when they achieve substantial successes in expanding and improving our business and prospects, including, without limitation, by creating long-term shareholder value by increasing funds from operations (“FFO”) and dividends per share through accretive acquisitions of energy and transportation infrastructure.

In furtherance of these compensation goals, the Compensation Committee approved certain stock grants during 2022 and 2021. See the “Trustee Compensation” table above, for further information as to these grants and our compensation amounts generally.

PAY VERSUS PERFORMANCE

As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Trust. For the most recently completed fiscal year, the Trust did not use any “financial performance measures” as defined in Item 402(v) of Regulation S-K to link compensation paid to our Named Executive Officers, or NEOs, to the Trust’s performance. We are also permitted to report as a “smaller reporting company” as defined under the U.S. federal securities laws. Accordingly, we have not included a tabular list of financial performance measures, and the table below includes neither a column for a “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K nor does it include the Year-end values of $100 invested in a peer group or industry index. For further information regarding our compensation philosophy and how we seek to align executive compensation with the Trust’s performance, refer to “Executive Officer Compensation”.

Pay Versus Performance Table

The following table sets forth additional compensation information for our CEO and our other Named Executives (Other NEOs) (averaged) along with total shareholder return and net income performance results for fiscal 2021, 2022 and 2023.

Year	Summary Compensation Table Total for David H. Lesser ($)1		Compensation Actually Paid to David H. Lesser ($)1,2			Average Summary Compensation Table Total for Non-CEO NEOs ($)1		Average Compensation Actually Paid to Non-CEO NEOs ($)1,2		Value of initial fixed $100 investment based on total shareholder return ($)3		Net Income (in millions) ($)
2023		150,000		(61,583	)		66,000		58,056		2.43		-14.4
2022		1,521,195		(1,087,448	)		122,494		45,073		14.79		-14.3
2021		743,600		2,281,968			18,590		44,243		257.92		5.1

(1)	For 2021, 2022 and 2023 the CEO was David H. Lesser (Current CEO) and the sole Other NEO was Susan Hollander.
(2)	Compensation actually paid (“CAP”) was determined by making the following adjustments for equity awards:

	2023									2022						2021
	CEO ($)			Average of Other NEOs ($)			CEO ($)			Average of Other NEOs ($)			CEO ($)			Average of Other NEOs ($)
Summary Compensation Table (“SCT”) Total		150,000			66,000			1,521,195			122,494			743,600			18,590
Subtraction:
Grant date values as reported in SCT		—			—			(1,458,695	)		(59,494	)		(743,600	)		(18,590	)
Adjustments:
Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end		—			—			257,703			9,488			1,109,680			28,658
Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end		(155,189	)		(5,836	)		(612,774	)		(20,651	)		562,512			8,520
Addition (Subtraction): Fair values at vest date for awards granted and vested in current year		—			—			170,071			6,892			178,381			3,850
Addition (Subtraction): Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years		(56,394	)		(2,108	)		(964,949	)		(13,657	)		431,394			3,215
Compensation Actually Paid		(61,583	)		58,056			(1,087,449	)		45,073			2,281,968			44,243

Summary Compensation Table amounts reflect the grant date fair values of equity awards. For CAP calculation purposes, adjustments have been made to reflect fair values as of each measurement date.

⁽³⁾ Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The Company has not paid dividends since 2013.

Relationship Between Pay and Performance

As described in more detail above in “Executive Compensation–Narrative Disclosure to Summary Compensation Table,” the Trust’s executive compensation program reflects a performance-driven compensation philosophy. While the Trust utilizes several performance measures to align executive compensation with Trust performance, those Trust measures are not financial performance measures and are therefore not presented in the Pay Versus Performance table. Moreover, the Trust generally seeks to incentivize long-term performance, and therefore does not specifically align the Trust’s performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above.

The charts shown below present a graphical comparison of compensation actually paid to our CEO and the average compensation actually paid to our Other NEOs set forth in the Pay Versus Performance Table above, as compared against the following performance measures: our (1) TSR (2) net income/ (loss). The chart reflecting the Trust’s cumulative TSR is measured over the three years presented in the table.

Total shareholder return in the first chart below, reflects the cumulative return of $100 as if invested on December 31, 2020, including reinvestment of dividends.

securities OWNERSHIP

The following table sets forth certain information regarding the beneficial ownership and voting power of our common shares as of August 26, 2024 by: (i) each person who owns more than 5% of our shares and who has filed a Schedule 13D with the SEC that is publicly available to the Trust and others at www.sec.gov, (ii) each of our trustees and executive officers and (iii) all of our trustees and executive officers as a group. Unless otherwise indicated, the business address of each person listed is c/o Power REIT, 301 Winding Road, Old Bethpage, NY 11804. Unless otherwise indicated, all shares are owned directly, and the indicated person has sole voting and investment power.

Percentage of ownership is based on 3,389,961 shares of our Common Shares outstanding as of August 26, 2024.

	Owned at August 26, 2024
Name of Beneficial Owner	Number of Shares		% of Outstanding Shares(6)
Trustees and Executive Officers
David H. Lesser (1)		691,830		19.63	%
Susan H. Hollander(2)		7,717		*	%
William S. Susman(3)		14,638		*	%
Patrick R. Haynes, III(4)		27,448		*	%
Dionisio D’Aguilar(5)		7,822		*	%
Axonic Capital(6)		183,497		5.41	%
All trustees and executive officers as a group		917,329		26.67	%

(1) Mr. Lesser beneficially owns (i) 691,830 shares of common shares, which includes: (a) 514,818 shares owned directly by Mr. Lesser, (b) 68,679 shares owned indirectly through 13310 LMR2A LLC (“13310”), for which Mr. Lesser acts as the Co-Managing Member, (ii) 10-year options granted on July 15, 2022 to purchase 108,333 shares of our common stock at $13.44 per share, all of which have vested or will vest within 60 days of August 26, 2024. Does not include 68,335 shares of common shares owned by MEL Generation Skipping Trust, an irrevocable trust set up for the children of David H. Lesser, (the “MEL Trust”). Mr. Lesser disclaims any beneficial, pecuniary or residual interest in the shares owned by the MEL Trust, does not serve as trustee of the MEL Trust and does not have the power to revoke the MEL Trust.

(2) Ms. Susan P. Hollander beneficially owns (i) 2,300 shares of common stock and (ii) 10-year options granted on July 15, 2022 to purchase 5,417 shares of our common stock at $13.44 per share, all of which have vested or will vest within 60 days of August 26, 2024.

(3) Mr. William S. Susman beneficially owns (i) 7,417 shares of common stock and (ii) 10-year options granted on July 15, 2022 to purchase 7,222 shares of our common stock at $13.44 per share, all of which have vested or will vest within 60 days of August 26, 2024.

(4) Mr. Haynes beneficially owns (i) 23,004 shares of common shares, which includes: (a) 8,719 shares owned directly by Mr. Haynes, (b) 11,507 shares owned indirectly through JRC Management LLC (“JRC”), for which Mr. Haynes acts as the Managing Member and (ii) 10-year options granted on July 15, 2022 to purchase 7,222 shares of our common stock at $13.44 per share, all of which have vested or will vest within 60 days of August 26, 2024.

(5) Mr. Dionisio D’Aguilar beneficially owns (i) 600 shares of common stock and (ii) 10-year options granted on July 15, 2022 to purchase 7,222 shares of our common stock at $13.44 per share, all of which have vested or will vest within 60 days of August 26, 2024.

(6) Based on a 13D filed with the SEC on July 25, 2024

Related Party Transactions

A wholly-owned subsidiary of Hudson Bay Partners, LP (“HBP”), an entity associated with our CEO and Chairman of the Trust, David Lesser, provided the Trust and its subsidiaries with office space at no cost.

Power REIT has a relationship with Millennium Sustainable Ventures Corp., formerly Millennium Investment and Acquisition Company Inc. (“MILC’). David H. Lesser, Power REIT’s Chairman and CEO, is also Chairman and CEO of MILC. MILC, through subsidiaries or affiliates, established cannabis and food crop cultivation projects and entered into leases related to the Trust’s Oklahoma, Michigan and Nebraska properties and MILC was a lender to the tenant of one of the Trust’s Colorado properties. As of June 30, 2024, these properties are currently not operational and the Trust is evaluating alternatives related thereto. Total rental income recognized for the three and six months ended June 30, 2024 and 2023 is $0 from the tenants that are affiliated with MILC in Colorado, Oklahoma, Michigan and Nebraska. Power REIT retained former employees of MILC to maintain and upkeep the property in Nebraska. The MILC employees were initially paid through a payroll service used by a subsidiary of MILC and a subsidiary of Power REIT reimbursed MILC for the actual expenses related hereto. For the six and three months ended June 30, 2023, total payments to MILC for payroll is $84,793 and $34,337. This arrangement ended in January 2024.

Effective March 1, 2022, the Sweet Dirt Lease was amended (the “Sweet Dirt Lease Second Amendment”) to provide funding in the amount of $3,508,000 to add additional items to the property improvement budget for the construction of a Cogeneration / Absorption Chiller project to the Sweet Dirt Property. A portion of the property improvement budget, amounting to $2,205,000, was to be supplied by IntelliGen Power Systems LLC (“IntelliGen”) which is owned by Hudson Bay Partners (“HBP”), an affiliate of David Lesser, Power REIT’s Chairman and CEO. As of June 30, 2024 and December 31, 2023, $1,102,500 and $1,102,500 has been paid to IntelliGen Power Systems LLC for equipment supplied. On January 23, 2023, the Sweet Dirt lease was amended to reduce the amount of improvements to be funded by PW SD to eliminate the remaining funding to IntelliGen with a corresponding reduction in lease payments to maintain the same overall yield.

Under the Trust’s Declaration of Trust, the Trust may enter into transactions in which trustees, officers or employees have a financial interest, provided however, that in the case of a material financial interest, the transaction is disclosed to the Board of Trustees or the transaction shall be fair and reasonable. After consideration of the terms and conditions of the transaction with HBP, IntelliGen and the lease transactions with subsidiaries and affiliates of MILC, the independent trustees approved such arrangements having determined such arrangement are fair and reasonable and in the interest of the Trust.

Review, approval or ratification of transactions with related persons

The Special Committee – Related Party Transactions was formed for the purpose of approving all future transactions that can be considered Related Party Transactions.

Our general policy and that of our Special Committee – Related Party Transactions is that all material transactions with a related-party and agreements with related parties, as well as all material transactions in which there is an actual, or in some cases, perceived, conflict of interest, will be subject to prior review and approval by our Special Committee – Related Party Transactions and its independent members, which will determine whether such transactions or proposals are fair and reasonable to the Trust and our shareholders. In general, potential related-party transactions will be identified by our management and discussed with our Trustees. When reviewing a related party transaction, the members of the Special Committee – Related Party Transactions shall take into account all of the relevant facts and circumstances available to it, including (if applicable), but not limited to (a) the material terms and conditions of the transaction; (b) the related party’s relationship to the Trust; (c) the related party’s interest in the transaction; (d) the approximate dollar value of the transaction; (e) the availability from other sources of comparable products and services; and (f) an assessment of whether the transaction is on terms that are comparable to the terms available to the Trust from an unrelated third party.

All such transactions will be presented to the Special Committee which will then meet in an executive session to discuss the proposed transaction and ultimately vote on such transactions.

Independence of Board of Trustees

The Trust’s common shares and 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock are listed on the NYSE American. Under the NYSE American listing standards, independent trustees must comprise a majority of a listed company’s board of trustees and all members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee must be independent. Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act and Compensation Committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under the NYSE American listing standards, a trustee will only qualify as an “independent trustee” if, in the opinion of that company’s board of trustees, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a trustee.

In order to be considered to be independent for purposes of Rule 10A-3, a member of an Audit Committee of a listed company may not, other than in his or her capacity as a member of the Audit Committee, the Board of Trustees, or any other board committee: (i) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries, or (ii) be an affiliated person of the listed company or any of its subsidiaries.

The Trust’s Board of Trustees undertook a review of the independence of the members of the board of directors and considered whether any director has a material relationship with our trust that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning their background, employment and affiliations, including family relationships, the Board of Trustees has determined that all of our current Trustees, except Mr. Lesser, due to his position as Chief Executive Officer of our trust, is “independent” as that term is defined under the rules of the NYSE American. As a result, are deemed to be “independent” as that term is defined under the rules of the NYSE American.

In making these determinations, the Board of Trustees considered the current and prior relationships that each non-employee director has with our trust and all other facts and circumstances the Board of Trustees deemed relevant in determining their independence, including the beneficial ownership of capital stock by each non-employee Trustee.

PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDIT FIRM

The firm of MaloneBailey, LLP (“MaloneBailey”) has served as the Trust’s independent registered public accounting firm since January 20, 2015, and has audited the Trust’s consolidated financial statements as of and for the year ended December 31, 2023 included in the Trust’s Annual Report on Form 10-K. The Board of Trustees seeks ratification of the decision to ratify MaloneBailey as the Trust’s independent registered public accounting firm for fiscal 2024. Ratification of the appointment of MaloneBailey by our shareholders is not required by law, our bylaws or other governing documents. As a matter of policy, however, the appointment is being submitted to our shareholders for ratification at the annual meeting. If our shareholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain that firm. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in our best interest and the best interests of our shareholders.

A representative of MaloneBailey is expected be in attendance at the annual meeting via conference call to respond to appropriate questions and to make a statement if they desire to do so.

Audit Fees

As previously disclosed in our public filings effective January 20, 2015, the Trust retained MaloneBailey as its independent registered public accounting firm. MaloneBailey, billed the Trust $178,260 and $146,000 for professional services in each of the years ended 2023 and 2022, respectively, related to the annual audit of the Trust’s financial statements and the inclusion of financial statements and other financial information in the Trust’s quarterly reports on Form 10-Q, registration statements and other submissions to the SEC.

Audit-Related Fees

The Trust did not pay any Audit Related Fees in the year ended December 31, 2023 and 2022.

Tax Fees

The Trust engaged MaloneBailey, to prepare its 2023 and 2022 tax return. The trust paid MaloneBailey $13,390 and $12,500 in 2023 and 2022 for professional services rendered related to the preparation of the tax returns.

All Other Fees

No other fees were paid for 2023 or 2022.

Audit Committee Pre-Approval of Services to be Provided by Independent Auditor

Our policies and procedures require our Audit Committee to review and approve in advance all engagements for services to be rendered by the Trust’s independent auditors. In the case of any non-audit services proposed to be rendered by the Trust’s independent auditors, that review includes consideration by the Audit Committee as to whether the provision of such services would be compatible with maintaining the auditors’ independence.

All of the engagements for services rendered in 2023 by the Trust’s independent auditors were pre-approved by the Audit Committee.

THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE TO RATIFY MALONEBAILEY, LLP AS THE TRUST’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL 3: ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) we are required to provide our shareholders with the opportunity to cast an advisory vote on the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules. The advisory shareholder vote to approve the compensation of our named executive officers is often referred to as the “say-on-pay vote.” This say-on-pay vote will not be binding on us, the Board of Trustees, or the Compensation Committee.

Our executive compensation program is designed to (1) align executive officers’ interests with those of our shareholders; (2) attract, motivate and retain executive officers; and (3) reward the achievement of our annual, long-term and strategic goals. Our executive officers are rewarded for the achievement of specific financial operating goals established by the Compensation Committee and the realization of increased shareholder value.

Our Compensation Committee continually reviews the compensation programs for our executive officers to ensure they achieve the desired goals of aligning our executive compensation structure with our shareholders’ interests and current market practices.

The Board of Trustees is asking our shareholders to indicate their support for our named executive officers’ compensation as disclosed in this proxy statement. This proposal gives our shareholders the opportunity to express their views on our executive compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.

Accordingly, the Board of Trustees will ask our shareholders to vote “FOR” the following resolution at the 2024 Annual Meeting:

“RESOLVED, that the Trust’s shareholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement for the 2024 Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Summary Compensation Table for fiscal year 2024, and the other related tables and disclosures).”

The say-on-pay vote is advisory, and therefore is not binding on us, the Compensation Committee or the Board of Trustees. The Board of Trustees and Compensation Committee value the opinions of our shareholders and to the extent there is any significant vote against the named executive officers’ compensation as disclosed in this proxy statement, we will consider our sharekholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

THE BOARD OF TRUSTEES AND COMPENSATION COMMITTEE UNANIMOUSLY RECOMMEND A VOTE FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

OTHER MATTERS

Principal Executive Offices

The Trust’s principal executive offices are located at 301 Winding Road, Old Bethpage, NY 11804.

Other Matters to Come Before the 2024 Annual Meeting

No matters are planned to be presented for action at the annual meeting other than as set forth in this proxy statement. If other matters properly come before the meeting, the persons named as proxies in the accompanying white proxy card will vote all the proxies given to them as a consequence of proxy solicitations made by the Board of Trustees pursuant to this proxy statement as recommended by the Board of Trustees or, if no such recommendation is given, in their own discretion.

Shareholder Proposals and Nominations for the 2024 Annual Meeting

Any shareholder proposal that, pursuant to Rule 14a-8 under the Exchange Act, is to be considered for inclusion in our proxy materials for the next annual meeting of shareholders, in 2025, must be received by the Trust no later than April 29, 2025. Proposals should be sent via registered, certified or express mail to our principal executive offices.

In addition, Qualified Shareholders (as defined below) who wish to propose a nominee to the Board of Trustees or propose any other business to be considered by the shareholders at an annual meeting (other than a shareholder proposal included in our proxy materials pursuant to Rule 14a-8 under the Exchange Act) must comply with the advance notice provisions and other requirements of Article III, Section 13 of our Bylaws, which are on file with the SEC and may be obtained from the SEC’s website or from us upon written request. These provisions require that nominations and proposals of business for the 2025 annual meeting must be received by the Trust no earlier than 5:00 pm ET on the 120^th day before the first anniversary of the mailing of the notice for the prior year’s annual meeting and no later than 5:00 pm ET on the 90^th day prior to the first anniversary of the mailing of the notice for the prior year’s annual meeting. Therefore, to be timely, a Qualified Shareholder’s notice must be received by the Trust no earlier than 5:00 pm ET on May 2, 2025, and no later than 5:00 pm ET on June 1, 2025; provided, however, that in the event that the date of the mailing of the notice for the annual meeting is advanced or delayed by more than thirty (30) days from the first anniversary of the date of the mailing of the notice for the prior year’s annual meeting, notice must be received not earlier than 5:00 pm ET on the 120^th day prior to the date of mailing of the notice for such annual meeting and not later than 5:00 pm ET on the later of: the 90^th day prior to the date of mailing of the notice for such annual meeting or the 10^th day following the day on which public announcement of the date of mailing of the notice for such meeting is first made by the Trust. Such nominations or proposals of business should be sent via registered, certified or express mail to our principal executive offices. A “Qualified Shareholder” is a shareholder or shareholders who collectively have held both investment and voting control over at least five percent (5%) of the shares of the Trust for at least three consecutive years and have been acting in concert over that time period; who are shareholders of record at the time their advance notice is delivered to the Trust and at the time of the annual meeting; who are entitled to vote at the meeting; and who have complied in all respects with the procedures set forth in Article III, Section 13 of our Bylaws.

In addition, to satisfying the foregoing requirements, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than July 28, 2025. If such meeting date is changed by more than 30 days, then notice must be provided by the later of 60 calendar days prior to the date of the annual meeting or the 10th calendar day following the day on which public announcement of the date of the annual meeting is first made.

Householding of Proxy Materials

If you and other residents at your mailing address own shares in street name, your broker or bank may have sent you a notice that your household will receive only one annual report and proxy statement. This practice is known as “householding.” If you did not respond that you did not want to participate in householding, then you were deemed to have consented to householding, and your broker or bank will be sending only one copy of our annual report and proxy statement to your address. You may revoke your consent to householding at any time by sending your name, the name of your brokerage firm and your account number to Broadridge Financial Solutions Inc., 51 Mercedes Way, Edgewood, NY 11717. In all events, if you did not receive an individual copy of this proxy statement or our Annual Report on Form 10-K, and wish to do so, we will send you such a copy or copies if you send a written request to us at our principal executive offices, Attention: Investor Relations, or telephone us at (212) 750-0371. If your household is receiving multiple copies of our annual report and proxy statement, you can request householding by contacting us in the same manner.

No Dissenters’ Rights

The corporate action described in this Proxy Statement will not afford stockholders the opportunity to dissent from the actions described herein or to receive an agreed or judicially appraised value for their shares.

Shareholder Communications

Shareholders may communicate with the Board of Trustees or an individual trustee by sending their communications in writing care of Power REIT at 301 Winding Road, Old Bethpage, NY 11804. All such communications will be forwarded to the respective trustee or trustees to whom such communications are addressed.

Annual Report

The Trust’s Annual Report on Form 10-K for the year ended December 31, 2023 is being mailed to shareholders concurrently with this proxy statement, but which is not a part of our proxy solicitation materials. Copies of the annual report as filed with the SEC will be furnished without charge upon written request to our principal executive offices, Attention: Investor Relations. The annual report is available at https://www.pwreit.com/news-and-sec-filings Such annual report is also available from the SEC’s website at www.sec.gov.

IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE BOARD OF TRUSTEES, YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED IN THIS PROXY STATEMENT. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT OR ADDITIONAL INFORMATION. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THIS PROXY STATEMENT OR, WHERE INFORMATION RELATES TO ANOTHER DATE SET FORTH IN THIS PROXY STATEMENT, AS OF THAT DATE.