DEF 14A of Terra Property Trust, Inc.
Filed Apr 26, 20240001104659-24-053034
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Our directors are elected annually for a term of one year, and serve until the next annual meeting of stockholders and until their successors are duly elected and qualify. Each director nominee named below has been nominated by the Board for election to the Board, each to serve for a term of office commencing on the date of the Annual Meeting and ending on the date of the 2025 Annual Meeting of Stockholders and until their successor is duly elected and qualifies. Each director nominee has agreed to serve as a director if elected and has consented to being named as a nominee. Each director nominee currently serves as a member of the Board. A stockholder can vote for, or withhold its vote from, any or all of the director nominees. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to affirmatively vote such proxy for the election of each of the director nominees named below. If any of the director nominees should decline or be unable to serve as a director, the persons named as proxies will vote for such other nominee as may be proposed by the Board. The Board has no reason to believe that any of the persons named will be unable or unwilling to serve.
Information about Director Nominees
Information about Director Nominees The following table and biographical descriptions set forth certain information regarding the director nominees.
Information about Director Nominees
| Name | Age | Position | | Vikram S. Uppal | 40 | Chairman of the Board, Chief Executive Officer and Chief Investment Officer | | Roger H. Beless | 62 | Independent Director | | Michael L. Evans | 72 | Independent Director | | Adrienne M. Everett | 38 | Independent Director | | Spencer E. Goldenberg | 41 | Independent Director | | Gaurav Misra | 48 | Independent Director |
Information about Director Nominees
Vikram S. Uppal has served as the Chairman of the Board since November 2021, as one of our directors from February 2018 to November 2021, and as our Chief Executive Officer, Terra REIT Advisors, LLC (our “Manager”), Terra Fund Advisors, LLC (“Terra Fund Advisors”) and Terra Capital Partners, LLC (“Terra Capital Partners”) since December 2018 and as a director of Mavik Real Estate Special Opportunities Fund, L.P. (“RESOF”) since October 2020. Mr. Uppal has also served as Chief Investment Officer for our company, Terra Capital Partners and our Manager since February 2018. Mr. Uppal also served as the Chief Executive Officer of Terra Income Advisors, LLC (“Terra Income Advisors”) and Terra BDC from April 2019 to October 2022 and as the Chairman of the board of directors and President of Terra BDC from November 2019 to October 2022. Prior to joining Terra Capital Partners, Mr. Uppal was a Partner and Head of Real Estate at Axar Capital Management since 2016. Prior to Axar Capital Management, Mr. Uppal was a Managing Director on the Investment Team at Fortress Investment Group’s Credit and Real Estate Funds from 2015 to 2016. From 2012 to 2015, Mr. Uppal worked at Mount Kellett Capital Management, a private investment organization, and served as Co-Head of North American Real Estate Investments. Mr. Uppal holds a B.S. from the University of St. Thomas and a M.S. from Columbia University. Roger H. Beless has served as one of our independent directors since February 2018. Since May 2016, Mr. Beless has served as Chief Operating Officer at StreetLights Residential, where he oversees capital markets, asset and portfolio management, acquisitions and dispositions, and company operations, including accounting, human resources and information technology. Mr. Beless is also a member of the Senior Management team and Investment Committee. From June 2012 until March 2016, Mr. Beless served as Managing Director for Mount Kellett Capital Management, where he oversaw global real estate asset management. Prior to joining Mount Kellett, Mr. Beless spent nearly 20 years with Goldman Sachs/Archon Group where he held a number of positions, including co-head of US Real Estate and Chief Operating Officer for Archon Residential, where he oversaw acquisitions, asset management, property management and dispositions. Mr. Beless also spent four years in Tokyo, Japan where he led the startup of Goldman Sachs Realty Japan, Ltd. He formerly served on the advisory board of Waymaker Value and Real Estate and the advisory board of Apartment Life. Mr. Beless holds a B.A. in Economics and Finance from Baylor University and a M.B.A from Southern Methodist University. Michael L. Evans has served as one of our independent directors since October 2017. Mr. Evans has served as a member of the board of directors of Terra BDC from March 2015 to April 2019. Since December 2012, Mr. Evans has been the Managing Director and Chief Financial Officer of Newport LLC (formerly known as Newport Board Group), a CEO and board advisory firm. From June 2010 to September 2011, Mr. Evans served as the Interim Country Manager and Advisory Board Member for Concern Worldwide U.S. Inc., a non-profit humanitarian organization. From January 1977 until June 2010, Mr. Evans was with Ernst & Young, LLP (“Ernst & Young”), and served as a partner since 1984. During his nearly 34 years with Ernst & Young, he served as a tax, audit and consulting services partner, specializing in real estate companies and publicly-traded entities. Mr. Evans previously served on the Advisory Board of Marcus & Millichap, Inc., the Independent Counsel Board of Prologis Targeted U.S. Logistics Fund and currently serves on the board of directors of Newport LLC and Sen Plex, Inc. Mr. Evans is a licensed attorney and a C.P.A. (inactive) in California. He is currently a contributing business writer for Forbes.com and Allbusiness.com. Mr. Evans holds a B.S.B. in accounting from the University of Minnesota, a J.D. from William Mitchell College of Law and an M.B.A. from Golden Gate University. Adrienne M. Everett has served as one of our independent directors since October 2022 and previously served as a member of the board of directors of Terra BDC. Since May 2020, Ms. Everett has served as an Enterprise Account Director for LinkedIn Corporation. Ms. Everett previously served on the Leadership Team, and as a Strategy and Business Development Lead for Neyber Ltd from January 2019 to April 2020. Prior to that, Ms. Everett served with Morgan Stanley as Vice President, Business Development and Regional Diversity Officer from January 2018 to December 2018, an Associate Vice President from July 2016 to January 2018, and an Associate from February 2015 to July 2016. Ms. Everett holds a B.A. in English from Duke University and is in the process of completing a certificate in Women’s Leadership from Oxford University’s Said Business School. Spencer E. Goldenberg has served as one of our independent directors since October 2022 and previously served as a member of the board of directors of Terra BDC. He has served on the board of managers of Payless Holdings, LLC since January 2023 and as an independent director of Everstory Partners since June 2019 where he has served as a member of the Audit Committee since June 2019, Chairman of the Audit Committee and member of the Trust and Compliance Committee since November 2022 and member of the Compensation, Nominating and Governance Committee from December 2019 to November 2022. Mr. Goldenberg previously served as an independent director of American Gilsonite Company from March 2019 to February 2020. Mr. Goldenberg has served as Chief Financial Officer of Menin Hospitality since June 2018, having previously served as Vice President of Corporate Development from June 2015 to June 2018. Prior to his time at Menin, Mr. Goldenberg was an accountant at Gerstle, Rosen & Goldenberg P.A. from February 2008 to June 2015. From October 2005 until February 2008, Mr. Goldenberg served as a legislative aide to Florida State Senator Gwen Margolis. Mr. Goldenberg holds an active certified public accountant’s license in the state of Florida. Mr. Goldenberg holds a B.A. in International Affairs from Florida State University. Gaurav Misra has served as one of our independent director since October 2022 and previously served as a member of the board of directors of Terra BDC. Since October 2018, Mr. Misra has served as President of Direct-to-Consumer Brands at RxSense LLC. Mr. Misra previously served as Chief Marketing Officer of Raise Inc. from May 2017 to October 2018, and as Chief Marketing Officer of Vroom Inc. from September 2016 to April 2017. Mr. Misra was Chief Executive Officer of BG Media from July 2012 to August 2016. From April 2009 to June 2012, Mr. Misra served as Head of Marketing & Product at Zagat, LLC. Prior to that, Mr. Misra served as Senior Partner with Venturethree Ltd. from 1999 to 2002, and as Business Analyst with McKinsey & Co. from 1997 to 1999. Mr. Misra holds a B.Eng. in Mechanical Engineering from Imperial College London and an M.B.A. from Harvard Business School.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Non-Employee Director Compensation
Non-Employee Director Compensation In 2023, our independent directors earned $60,000 annual base director’s fee. In addition, in 2023, the chairperson of the Audit Committee earned an annual cash retainer of $15,000 and the other members of the Audit Committee earned an annual cash retainer of $10,000. We also reimburse all members of the Board for their travel related expenses incurred in connection with their attendance at board and committee meetings. We pay directors’ fees only to those directors who are independent under the NYSE listing standards. The following table sets forth the compensation paid to our directors during the year ended December 31, 2023.
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Total ($) | | Vikram S. Uppal | — | — | | Roger H. Beless | 70,000 | 70,000 | | Michael L. Evans | 75,000 | 75,000 | | Adrienne M. Everett | 60,000 | 60,000 | | Spencer E. Goldenberg | 70,000 | 70,000 | | Gaurav Misra | 60,000 | 60,000 |
Indemnification Agreements with Directors and Officers
Indemnification Agreements with Directors and Officers We have entered into indemnification agreements with each of our directors and officers (the “Indemnification Agreements”). The Indemnification Agreements provide that we will, subject to certain limitations and exceptions, indemnify, to the fullest extent permitted under Maryland law, and advance expenses to, each such indemnitee, in connection with, among other things, the indemnitee’s capacity as a director, officer, employee or agent of ours. This obligation includes, subject to certain terms and conditions, indemnification for any expenses, including judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the indemnitee in connection with any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, claim, demand or discovery request or any other actual, threatened or completed proceeding. In certain instances, we may be required to advance such expenses, in which case the indemnitee will be obligated to reimburse us for the amounts advanced if it is later determined that the indemnitee is not entitled to indemnification for such expenses.