Michael Gershon
AlsetAbout Michael Gershon
Michael Gershon is Chief Legal Officer (CLO) of AEI, serving in the role since October 2018. He previously served as Associate Corporate Counsel at SeD Development Management LLC (an AEI subsidiary) from February 2017 to April 2019, as an attorney adviser in the SEC’s Division of Corporation Finance (2015–2016), and as an associate at Wuersch & Gering LLP (2004–2015). He holds a B.A. in economics from Boston College and a J.D. from Georgetown University Law Center, and is 53 years old as of the 2025 proxy disclosure . No company TSR-, revenue-, or EBITDA-linked performance disclosures are attributed specifically to Gershon in AEI’s filings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SeD Development Management LLC (AEI subsidiary) | Associate Corporate Counsel | Feb 2017 – Apr 2019 | Supported legal/compliance during AEI group development activities; internal counsel pipeline to CLO role |
| U.S. SEC, Division of Corporation Finance | Attorney Adviser | Nov 2015 – Nov 2016 | Federal disclosure review experience; capital markets/issuer reporting insight |
| Wuersch & Gering LLP | Associate Attorney | Aug 2004 – Jan 2015 | Cross-border corporate/securities practice; foundational legal training relevant to AEI’s multi-entity structure |
External Roles
No current or prior public-company directorships or external roles are disclosed for Gershon in AEI’s proxies; he is listed as a key employee (CLO), not a director .
Fixed Compensation
- Gershon is not presented as a “named executive officer” (NEO) in AEI’s Summary Compensation Tables for 2023/2022; the SCT covers the CEO, Co-CEO, Co-CFOs, and Chief Development Officer/consultant, implying Gershon’s base salary/bonus were not required to be disclosed and are not enumerated in the proxy .
- No separate salary, target bonus, or actual bonus amounts are disclosed for Gershon in the 2024 and 2023 proxies .
Performance Compensation
- AEI maintains a 2018 Incentive Compensation Plan with 500,000 shares reserved for equity awards to employees, officers, directors, and consultants, administered by the compensation committee; however, no specific RSU/PSU/option grants, performance metrics, or vesting schedules are disclosed for Gershon individually .
- The 2024 and 2023 proxies do not disclose Gershon’s annual incentive metrics, weightings, targets, or payouts; only NEOs are detailed .
Equity Ownership & Alignment
| Metric | Oct 18, 2021 | Oct 8, 2024 |
|---|---|---|
| Beneficial ownership (common shares) | 0 shares (Gershon individually) | Not individually listed among directors/NEOs; table covers listed names only |
| Options/warrants outstanding | None disclosed for any listed directors/officers; table states no options/warrants held among those listed (includes Gershon in 2021 table) | Table notes no options/warrants among listed directors/NEOs; Gershon not among listed individuals |
- Ownership as a percentage of shares outstanding: 0% for Gershon as of October 18, 2021 (0 of 45,721,779 shares) .
- No pledging or hedging by Gershon is disclosed in the proxies; no individual ownership guidelines or compliance status for Gershon are disclosed .
Employment Terms
- Title/tenure: Chief Legal Officer since October 2018; key employee, not a director .
- Indemnification: AEI states it intends to enter into indemnification agreements with each director and executive officer, covering individuals like Gershon to the fullest extent permitted by Texas law .
- Severance, change-in-control, non-compete, non-solicit, garden leave, post-termination consulting: No Gershon-specific employment agreement or severance/change-in-control economics are disclosed in 2025/2024/2023 proxies or relevant 8-Ks; disclosures focus on other executives (e.g., CEO/Co-CEO) .
- Clawback policy: No Gershon-specific clawback terms disclosed; plan-level details are limited to the existence of the 2018 equity plan .
Performance & Track Record
- Role effectiveness markers (qualitative): Deep regulatory disclosure background (SEC Corporation Finance) and long-running securities/corporate legal experience; continuity in the CLO role since 2018 .
- Company-level achievements/controversies during his tenure are not attributed to Gershon individually in the proxies; no individual execution KPIs are disclosed .
Investment Implications
- Alignment: As of the 2021 proxy, Gershon held zero AEI shares and no options/warrants, indicating limited direct equity alignment at that time; later proxies list only NEOs/directors in ownership tables, without Gershon, and also indicate no options/warrants among listed insiders . This suggests low direct “skin-in-the-game” visibility relative to typical CLO roles, though non-NEO status often reduces required disclosure.
- Incentive transparency: Absence of Gershon-specific salary/bonus/equity grant disclosures and performance metric linkages limits pay-for-performance evaluation for the CLO; equity plan eligibility exists at the plan level but without individual awards disclosed .
- Retention risk: No disclosed employment agreement, severance, or change-of-control protection for Gershon; indemnification is provided, but lack of disclosed economic protections can cut both ways—lower shareholder cost exposure but potentially less retention assurance if industry demand for experienced CLOs rises .
- Governance/read-through: The proxies centralize compensation disclosure on the CEO/Co-CEO/finance leaders; for traders, the absence of Form 4 activity or award schedules tied to Gershon means few direct insider-selling pressure signals from the CLO. No pledging by Gershon is disclosed, reducing a typical red flag in alignment analysis .