Stephen Rosenberg
About Stephen Rosenberg
Stephen Rosenberg, 69, serves as Chairman of the Board of Managers of Greystone Housing Impact Investors LP (GHI) and is the Founder & CEO of Greystone Companies (real estate finance and services). He holds a BBA from Touro College, an MBA from the Wharton School, and a DMD from the University of Pennsylvania; he began his career in CRE finance at Dean Witter Reynolds and founded Greystone in 1988 . He is not classified as an “independent” manager under NYSE rules; GHI identifies four independent managers (Griffith, Jacobsen, Lilly, Wilson) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greystone Companies | Founder & CEO | 1988–present | Built national lender across Fannie Mae, Freddie Mac, FHA; expanded into advisory, servicing, and asset management |
| Dean Witter Reynolds (CRE Finance) | Finance professional | Pre-1988 | Early career experience in CRE finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Greystone Companies | Founder & CEO | 1988–present | Executive oversight; ~1,000 employees; ~$90B assets owned/serviced/managed |
| Harmony Housing (nonprofit) | Founder | 2014–present | Affordable housing preservation initiative managed by Greystone |
| AbleHearts (nonprofit) | Founder | 2021–present | Skilled nursing and healthcare sector nonprofit |
Board Governance
- Management structure: The Partnership is managed by its General Partner (AFCA 2), which is managed by Greystone AF Manager LLC; Greystone Manager’s Board acts as GHI’s board for governance purposes .
- Committee assignments: Rosenberg is Chairman of the Board; the Audit Committee members are Steven C. Lilly, W. Kimball Griffith, and Deborah A. Wilson (all independent). GHI does not have compensation or nominating committees (not required for listed LPs) .
- Independence: GHI identifies independent managers as Griffith, Jacobsen, Lilly, Wilson; Rosenberg is not listed among the independent managers .
- Clawback policy: Compensation recovery policy adopted November 7, 2023 per SEC/NYSE Listing Rule 303A.14 .
- Incentive plan governance: Unit options/UAR repricing prohibited without unitholder approval; committee may adjust awards and take actions upon change-of-control .
Fixed Compensation
| Component | 2024 Amount (USD) | Detail |
|---|---|---|
| Annual retainer/fees (cash) | $0 | No cash fee disclosed for Rosenberg; independent managers received cash fees |
| Equity (Restricted Unit Awards) | $49,777 | RUAs granted under Equity Incentive Plan (grant date 2/26/2024; aggregate grant-date fair value computed per ASC 718) |
| Total | $49,777 | Equity-only director compensation in 2024 |
Additional detail:
- Outstanding and unvested RUAs as of 12/31/2024: 2,912 units .
- RUAs for managers are issued under the Incentive Plan; RUAs generally pay distributions during restriction period; vesting schedules and acceleration are governed by the plan and award agreements (manager-specific vesting dates not separately disclosed) .
Performance Compensation
- Structure: No performance-based director awards for Rosenberg disclosed; equity awards (RUAs) are time-based and may pay distributions during the restricted period .
- Plan mechanics: The Incentive Plan permits performance-conditioned awards (phantom units/other unit-based awards); prohibits repricing; allows committee actions on change-of-control (including acceleration or cash-out); DER/UDR rules govern distributions on unvested awards .
Performance metrics context (company-level disclosure used by GHI in pay-versus-performance reporting):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income (USD) | $65,562,166 | $54,011,696 | $21,323,333 |
| Cash Available for Distribution (CAD) (USD) | $53,360,968 | $44,137,323 | $21,947,404 |
| Total BUC Holder Return (Value of $100) | $97.46 | $104.90 | $71.34 |
Notes: These are company-level metrics used in GHI’s Item 402(v) pay-versus-performance disclosure and not tied to any director-specific award for Rosenberg .
Other Directorships & Interlocks
- Board composition includes Greystone executives: Jeffrey M. Baevsky (Executive Managing Director, Corporate Finance & Capital Markets), Drew C. Fletcher (President, Greystone Capital Advisors) .
- Independent managers (Audit Committee): Steven C. Lilly (CFO, FS/KKR Capital Corp.), W. Kimball Griffith (affordable housing/finance expert), Deborah A. Wilson (former EVP/CFO Walker & Dunlop; Fannie Mae/KPMG) .
Governance implication: Multiple Greystone insiders on GHI’s board create interlocks with the manager organization that oversees the Partnership, elevating related-party oversight risks and the need for robust audit committee independence (which GHI has) .
Expertise & Qualifications
- Technical/industry: Decades in real estate finance; leading multifamily and healthcare lending platforms with federal agency partnerships .
- Education: BBA (Touro), MBA (Wharton), DMD (Penn) .
- Leadership/philanthropy: Founded Harmony Housing and AbleHearts; established Murray & Sydell Rosenberg Foundation; significant charitable giving .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Beneficial Ownership (BUCs) | 31,881 | <1% of class; includes 7,550 restricted units with voting rights |
| % of Outstanding BUCs | ~0.14% | 23,397,437 BUCs outstanding as of 4/28/2025; Rosenberg <1% |
| Retirement Account Holdings | 14,709 BUCs | Held in retirement account |
| Restricted Units (voting rights) | 7,550 | RUAs grant voting rights while restricted |
| Unvested RUAs (separate disclosure) | 2,912 | Unvested as of 12/31/2024 |
Governance Assessment
- Independence and committee roles: Rosenberg is not independent; he is Chairman, with audit oversight delegated to an all-independent Audit Committee (Lilly, Griffith, Wilson), consistent with NYSE LP requirements .
- Compensation mix & alignment: Director compensation for Rosenberg in 2024 was equity-only (RUAs), which improves alignment but increases exposure to plan design choices (e.g., time-based vesting and distribution rights on unvested units) . RUAs for executives vest one-third annually and accelerate on change-of-control, and the plan allows various actions on change-of-control—investors should monitor the extent of similar provisions in manager awards .
- Related-party exposure (RED FLAG potential): The manager’s board acts as GHI’s board; Greystone Manager determines executive compensation, and GHI reimburses Greystone Manager for executive services. Managers and executives (including Rosenberg) are eligible for awards under the Incentive Plan—creating inherent conflicts that require strong independent oversight .
- Equity plan prudence: Burn rate net 0.3–0.4% over 2022–2024; overhang ~1.7% as of 4/30/2025; extension of plan to 2027 without increasing share reserve—prudent signals on dilution .
- Clawback & controls: Compensation recovery policy adopted in 2023 aligned to SEC/NYSE rules; repricing of unit options/UARs prohibited without unitholder approval, strengthening governance .
- Attendance/lead independent director/executive sessions: Not disclosed—gap in governance transparency for standard board effectiveness metrics .
Key implications for investors: Rosenberg’s dual role (Greystone CEO and GHI Chairman) and the presence of multiple Greystone executives on the board raise structural conflict risks. The independent Audit Committee, clawback policy, and conservative equity plan usage partially mitigate these risks, but continued oversight on related-party transactions and award structures is essential .