Drew Fletcher
About Drew C. Fletcher
Drew C. Fletcher (age 46) has served on the Board of Managers of Greystone AF Manager LLC (Greystone Manager)—which acts as the board of Greystone Housing Impact Investors LP (GHI)—since 2019. He is President of Greystone Capital Advisors LLC and Greystone Construction Capital LLC (since 2013), with over 25 years of commercial real estate finance experience and more than $20 billion of originated financing transactions. He holds a BA in Economics and Communications (Wake Forest University), an MBA in Finance (NYU), and a Master of Accountancy in Taxation (Rutgers).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greystone AF Manager LLC (Board of Managers for GHI) | Manager | Since 2019 | Board decisions (no standing comp or nominating committee); audit committee comprises other independent managers |
| Edison Properties LLC | Chief Financial Officer | 1999–2012 | CFO across diversified NY metro real estate portfolio |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Greystone Capital Advisors LLC | President | Since 2013 | Debt/equity advisory; >$20B financings |
| Greystone Construction Capital LLC | President | Since 2013 | Construction capital advisory |
Board Governance
- Structure: GHI is managed by its General Partner, whose general partner is Greystone Manager; Greystone Manager’s Board acts as GHI’s directors. BUC holders do not elect the Board or executive officers.
- Independence: Four managers are independent—W. Kimball Griffith, Robert K. Jacobsen, Steven C. Lilly, and Deborah A. Wilson. Fletcher is not listed among independent members.
- Committees: NYSE does not require a listed LP to have compensation or nominating committees; GHI has an Audit Committee of at least three independent members (Lilly, Griffith, Wilson), designated “audit committee financial experts.”
- Years of service: Fletcher has served since 2019.
- Attendance: Not disclosed in the 10-K or DEF 14A.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual retainer (cash) | None | Fletcher received no cash fees; other independent managers received cash fees. |
| Meeting fees | Not disclosed | Board-level compensation decisions handled by entire Board; no standing comp committee. |
| Committee fees | Not disclosed | Audit committee membership pertains to other managers. |
Performance Compensation (Director)
| Award Type | Grant Date | Grant Value | Units/Status | Vesting/Features |
|---|---|---|---|---|
| Restricted Unit Awards (RUAs) | Feb 26, 2024 | $49,777 | Held 2,912 unvested RUAs as of Dec 31, 2024 | Equity Incentive Plan allows time‑based and performance‑based vesting; distributions may be paid on time‑based awards; change‑of‑control actions include potential acceleration; repricing of options/UARs prohibited without unitholder approval; clawback policy adopted Nov 7, 2023. |
Performance metrics used for director awards were not disclosed; the plan permits performance criteria for awards generally.
Other Directorships & Interlocks
- Other public company boards: None disclosed for Fletcher.
- Interlocks/affiliations: Fletcher is a senior executive at Greystone affiliates while serving on Greystone Manager’s Board (which acts as GHI’s board). GHI discloses related‑party arrangements with Greystone and potential conflicts given the General Partner’s control.
Expertise & Qualifications
- Domain expertise: 25+ years in CRE finance; >$20B financing transactions; prior CFO of a large private real estate owner.
- Education: BA (Wake Forest), MBA (NYU), MAcc Taxation (Rutgers).
- Audit committee financial expert designation: Not attributed to Fletcher (Lilly and Wilson designated).
Equity Ownership
| Date (Record) | Total Beneficial Ownership (BUCs) | Restricted Units included | % of Class |
|---|---|---|---|
| Jan 31, 2025 | 8,597 | Includes 2,912 RUAs with voting rights | <1% (denoted by asterisk) |
| Apr 28, 2025 | 13,235 | Includes 7,550 restricted units with voting rights | <1% (denoted by asterisk) |
No pledging, hedging, or collateralization of BUCs is disclosed in the 10-K or DEF 14A.
Governance Assessment
- Positives
- Audit Committee populated by independent managers, with two designated financial experts (strengthens financial oversight).
- Equity plan governance standards: prohibition on repricing without unitholder approval; defined change‑of‑control mechanics; Section 409A compliance language.
- Clawback policy adopted Nov 7, 2023 in line with SEC/NYSE requirements.
- Concerns / RED FLAGS
- Independence: Fletcher is not listed among independent managers and is a senior executive of Greystone affiliates—heightened conflict risk in a GP‑controlled structure.
- Board elections and accountability: BUC holders do not elect the Board; the General Partner and its affiliates control governance; GP does not have a fiduciary duty to limited partners (explicit conflict disclosure).
- Compensation decision‑making: No standing compensation committee; entire Board makes governance/comp decisions (potentially weak checks against affiliated interests).
- Incentive plan extension: Managers are eligible for awards and have a substantial interest in plan approval (self‑interest risk).
- Investor considerations
- Monitor related‑party transactions and fee arrangements with Greystone affiliates; scrutinize equity awards to managers for alignment with BUC holder returns (CAD, net income).
- Seek disclosure on director attendance and any executive sessions; advocate for enhanced independence and committee structures beyond minimum NYSE LP requirements.
Director Compensation (Detail)
| Item | 2024 |
|---|---|
| Total Fees Earned or Paid in Cash | None |
| Restricted Unit Awards (Grant Date Fair Value) | $49,777 |
| Total Compensation | $49,777 |
Insider Trades
| Date Range Reviewed | Form 4 Transactions (Director) | Notes |
|---|---|---|
| FY 2024–Q2 2025 (10-K, DEF 14A) | Not disclosed in these documents | No insider trading table present in 10-K/DEF 14A; ownership tables provided. |
Related Party Exposure
- GHI is managed by the General Partner controlled by Greystone affiliates; related‑party service arrangements and fees; explicit disclosure that conflicts may arise and GP lacks fiduciary duty to limited partners.
Compensation Committee Analysis
- Committee structure: No standing compensation committee; governance/comp decisions made by entire Board of Managers.
- Consultant use/conflicts: Not disclosed.
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay votes: Not applicable/disclosed for the LP structure within the reviewed filings.
Employment & Contracts (Director)
- Employment contract terms for directors (retainers, consulting, severance): Not disclosed; director compensation documented via cash fees (for some managers) and RUAs.
Performance & Track Record
- Company-selected performance measures (for executive pay vs. performance disclosure): Net income and CAD; provided for executive officers, not directors.
Compensation Structure Signals
- Shift/mix: Fletcher’s 2024 director compensation comprised solely of equity (RUAs), with no cash fees—heightened equity alignment but potential for award discretion without independent comp committee oversight.
Other Notes on Plan Mechanics
- Max BUCs deliverable under plan: 1,000,000; remaining available as of Apr 30, 2025: 185,019.
- Burn rate (restricted units) 2022–2024: net 0.3–0.4% annually.
- Overhang: 1.7% as of Apr 30, 2025.
Overall: Fletcher brings deep finance expertise but is not independent and is affiliated with Greystone, in a GP‑controlled governance structure that explicitly discloses potential conflicts. Investors should weigh audit committee independence and clawback protections against limited unitholder control, lack of a compensation committee, and managers’ eligibility for equity awards tied to plan amendments.