Benjamin Adams
About Benjamin Adams
Benjamin Adams, age 54, has served on GIPR’s board since July 2019 and is currently the Lead Independent Director. He is the co‑founder and partner of Rockhouse Capital and previously founded and led Ten Capital Management; earlier roles include portfolio management at The Townsend Group (oversaw $1.7B in private equity real estate AUM), Vice President & General Counsel at Lionstone Development, attorney at Greenberg Traurig, and Special Assistant to the White House Counsel. He holds a J.D. from Georgetown University Law Center and a B.A. from Miami University (Oxford, OH) . The board has determined Mr. Adams is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Townsend Group | Portfolio Manager; oversaw $1.7B in PE real estate AUM | Jan 2008 – Apr 2011 | Discretionary investment management; product development and structuring |
| Lionstone Development LLC | Vice President & General Counsel | Not disclosed | Principal balance sheet investor experience |
| Greenberg Traurig LLP | Attorney | Not disclosed | Legal practice in New York |
| The White House (Clinton Administration) | Special Assistant to the White House Counsel | Not disclosed | Federal government legal experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rockhouse Capital | Co‑founder & Partner | Not disclosed | Opportunistic alternatives; sourced/advised acquisition of The Townsend Group; Adams serves as an independent director on Townsend’s board |
| Ten Capital Management | Chief Executive Officer & Founder | Since May 2011 (per 2024 proxy) | Private equity real estate firm, Cleveland, OH |
| The Townsend Group | Independent Director (board) | Not disclosed | One of the world’s largest independent gatekeepers/advisors on institutional real estate |
Board Governance
- Independence: The board determined Benjamin Adams is an “independent director” under Nasdaq Rule 5605(a)(2) .
- Roles: Lead Independent Director; principal liaison between the Chair/CEO and independent directors; presides over executive sessions at each regularly scheduled board meeting .
- Committee assignments: Chair, Compensation Committee (members: Adams, Gena Cheng, Patrick Quilty; Richard Russell expected to be appointed if elected) . Not a member of the Audit Committee (Eisenberg chairs; members Eisenberg, Quilty, Cheng; Russell expected if elected) .
- Attendance: Board held 7 meetings in 2024; no director attended less than 75% of board and applicable committee meetings; independent directors met in executive session periodically in 2024 .
- Committee activity levels (2024): Audit Committee met 4 times; Compensation Committee met once; Nominating & Governance Committee met twice .
- Board structure: CEO David Sobelman also serves as Chair; board cites efficiency for combined roles. Adams serves as Lead Independent Director to balance governance .
- Board size: Board planned to increase to six directors at the 2025 Annual Meeting (assuming nominees elected) .
Fixed Compensation (Director)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | - | - |
| Meeting Fees (per meeting) | None disclosed | None disclosed |
| Comment | “None of our directors has ever been paid any cash compensation.” | “None of our directors has ever been paid any cash compensation.” |
Performance Compensation (Director)
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Stock awards (grant value) | $50,000 (ASC 718 fair value) | $50,000 (ASC 718 fair value) |
| Valuation assumption | $5.68/share; 0% forfeiture rate | $4.08/share; 0% forfeiture rate |
| Form | Restricted stock; 8,803 shares granted 3/1/2023; 3‑year vesting | RSUs; 12,255 units granted 6/15/2024; vest on 1‑year anniversary |
Grants detail (chronological):
- 7/15/2019: 2,500 restricted shares (Adams, Quilty); vest 1/3 annually
- 1/1/2021: 2,500 restricted shares (Adams, Quilty, Eisenberg, Peck); vest 1/3 annually
- 3/1/2022: 7,143 restricted shares (Adams, Quilty, Eisenberg, Peck, Cheng); vest over one year
- 3/1/2023: 8,803 restricted shares; 3‑year vest
- 6/15/2024: 12,255 RSUs; vest on first anniversary
- 3/31/2025: 31,250 RSUs; vest on first anniversary
Performance metrics: No performance‑conditioned director awards disclosed (time‑based vesting only) .
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential Interlock/Notes |
|---|---|---|---|
| The Townsend Group | Not stated | Independent Director | Real estate advisory/gatekeeper; no GIPR related‑party transaction disclosed with Adams - |
| Ten Capital Management | Private | Founder & CEO | External operating role; no GIPR interlock disclosed |
| Rockhouse Capital | Private | Co‑founder & Partner | External investing role; no GIPR interlock disclosed |
No other public company boards were disclosed for Mr. Adams in the proxy .
Expertise & Qualifications
- Real assets investing: Portfolio oversight of $1.7B PE real estate AUM at Townsend; founder/operator investing experience at Ten Capital; alternatives at Rockhouse .
- Legal and governance: J.D. (Georgetown); VP & General Counsel at Lionstone; federal government legal service (White House Counsel’s office) .
- Financial literacy: The company highlights his understanding of accounting principles and financial presentation/analysis as a qualification for board service .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Oct 22, 2025) | 33,226 shares; less than 1% of outstanding (5,447,772 shares outstanding) |
| Composition footnote | “Consists of 20,946 shares of restricted common stock of which 15,077 shares have vested and 25 shares of common stock.” |
| Section 16(a) compliance | All required filings timely during 2024 (based on company review) |
| Hedging/derivatives policy | Directors prohibited from hedging, short sales, and transactions in publicly traded options involving company equity |
Note: The beneficial ownership table shows 33,226 shares for Mr. Adams, while the footnote describes restricted/common share components; the proxy does not reconcile the difference within the excerpted footnote .
Governance Assessment
Positive indicators:
- Independent status, Lead Independent Director role, and Compensation Committee Chair enhance counterbalance to combined CEO/Chair structure .
- Strong attendance culture: no director below 75% attendance; independent director executive sessions held periodically .
- Director pay fully in equity; no cash fees or meeting fees, supporting alignment (2023–2024 $50k stock awards; time‑based vesting) .
- Anti‑hedging policy for directors reduces misalignment risk .
Watch items / potential risks:
- Board leadership concentration: CEO is also Chair; reliance on Lead Independent Director for balance remains important .
- Compensation Committee met once in 2024; investors may seek assurance that oversight cadence is adequate given company complexity .
- Related‑party financing at the company level (CEO loan; Brown Family Enterprises loans) raises broader governance sensitivity; no specific related‑party transactions disclosed with Mr. Adams, but continued vigilance warranted .
- Ownership alignment: beneficial ownership is below 1%; while equity‑only retainers align directionally, the small ownership percentage may limit downside exposure alignment .
Notes on Related Party Transactions (Adams‑specific)
- The proxy discloses related‑party transactions with Thomas E. Robinson, Brown Family Enterprises, and a short‑term loan from CEO David Sobelman; there are no transactions disclosed involving Mr. Adams .
Director Compensation Structure Analysis
- Mix and trend: 100% equity retainer in 2023 and 2024 ($50k each year), with a shift toward RSUs vesting annually (June 2024 and March 2025 grants) versus multi‑year restricted stock in 2023—improves line‑of‑sight but lacks performance conditions .
- No cash retainers, no meeting fees, no chair fees disclosed; compensation simplicity reduces pay inflation risk but may under‑compensate chair duties .
- No performance metrics, clawbacks, or peer benchmarking disclosures for director compensation in the proxies excerpted; awards are time‑based .
Summary Governance Signal for Investors
- Adams is a seasoned real‑estate investor and lawyer serving as Lead Independent Director and Compensation Chair, with solid independence and engagement markers. Equity‑only director pay and anti‑hedging policies are positives. Investors should monitor board oversight cadence (compensation committee activity), overall board leadership balance (combined CEO/Chair), and company‑level related‑party financing practices, though no Adams‑specific conflicts are disclosed in the proxy .