Gordon DuGan
About Gordon DuGan
Independent Chair of NLCP’s board since April 2019; age 58. Former CEO of W.P. Carey (2003–2010) and Gramercy Property Trust (2012–2018), and former chair of Indus Realty Trust (taken private in 2023). Co‑Founder and Chairman of Blackbrook Capital; former NAREIT Board of Governors member; B.S. in Economics (Finance) from Wharton. Determined independent under OTCQX standards; NLCP separates Chair and CEO roles with regular independent director executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| W.P. Carey (NYSE) | Chief Executive Officer | 2003–2010 | Grew assets to ~$10B; maintained dividend during financial crisis; outperformed MSCI US REIT index |
| Gramercy Property Trust (NYSE) | Chief Executive Officer | 2012–2018 | Scaled net assets from ~$300mm; sale to Blackstone for $7.6B; 3rd best performing U.S. REIT during tenure |
| Indus Realty Trust (Nasdaq) | Chair of the Board | Until 2023 | Industrial REIT; taken private by Centerbridge & GIC in 2023 |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Blackbrook Capital | Co‑Founder & Chairman | Current | Industrial & net lease investments in Europe |
| NAREIT | Board of Governors | Former | Industry leadership role |
| Council on Foreign Relations | Member | Current | — |
| Innocence Project | Treasurer | Current | Non‑profit governance |
Board Governance
- Independence: Board determined DuGan is independent under OTCQX listing standards; five of seven directors are independent including the Chair effective June 5, 2025 .
- Committee assignments (current vs. post‑meeting):
| Period | Audit | Nominating & Governance | Compensation | Investment | ESG | Board |
|---|---|---|---|---|---|---|
| Through June 5, 2025 | — | Chair | Member | Co‑Chair | — | Chair |
| Effective June 5, 2025 | — | — | Member | Member | — | Chair |
- Engagement/Attendance: Board met 12 times in 2024; each director attended at least 75% of board and committee meetings (DuGan met threshold). Committee meetings in 2024: Audit (4), Nominating (5), Compensation (4), ESG (4), Investment (3). Five directors attended the 2024 Annual Meeting .
- Leadership structure: Chair and CEO roles separated; independent directors hold regular executive sessions led by the independent Chair .
Fixed Compensation
| Component | Amount | Period/Details | Source |
|---|---|---|---|
| Fees Earned or Paid in Cash | $79,250 | FY2024 actual | |
| Annual Board Chair Retainer | $60,000 | Program schedule | |
| Committee Chair Retainers | Audit: $17,500; Compensation: $12,500 (to $15,000 eff. 6/5/2025); ESG: $11,500 (to $10,000 eff. 6/5/2025); Nominating: $7,500 (to $10,000 eff. 6/5/2025); Investment Chair: $8,750 (to $10,000 single chair eff. 6/5/2025) | Program schedule | |
| Additional Retainer (member on ≥2 committees, not chair) | $10,000 | Program schedule | |
| Meeting Fees | $1,500 per board or committee meeting beginning with 11th meeting per annum | Program schedule |
Notes: Directors (other than the CEO-director) may elect RSUs in lieu of cash; DuGan’s 2024 fees include his Chair role and any program retainer elements; exact fee composition by element is not itemized beyond totals in the proxy .
Performance Compensation
| Equity Type | Grant/Units | Grant Date Fair Value | Vesting | Terms |
|---|---|---|---|---|
| RSUs (Director grant) | 4,675 units | $90,000 | 100% on earlier of first anniversary or June 5, 2025 (Annual Meeting), subject to continued service | Vested RSUs cannot convert to common until director separates |
| Option award (Internalization 2020) | 87,976 options | Fair value $429,323 at grant | Vested; expires July 15, 2027; exercisable unless termination for cause | Currently out‑of‑the‑money; granted with internalization |
- No performance metrics are used for director equity grants; RSUs are time‑vested. NLCP indicates no stock options or similar awards were granted to employees in 2024 and does not plan option grants; timing of equity awards is not used to affect compensation value .
Other Directorships & Interlocks
| Company/Entity | Role | Public Listing | Potential Interlock/Conflict |
|---|---|---|---|
| Indus Realty Trust | Former Chair | Nasdaq (taken private in 2023) | None disclosed with NLCP tenants/suppliers |
| Gramercy Property Trust | Former CEO | NYSE (sold 2018) | None disclosed |
| W.P. Carey | Former CEO | NYSE | None disclosed |
| Blackbrook Capital | Co‑Founder & Chairman | Private | Focus in Europe; no overlap disclosed with NLCP cannabis net‑lease strategy |
Expertise & Qualifications
- Net lease and industrial REIT leadership with multi‑billion asset growth, capital markets execution, and European investment platform founding; prior REIT outperformance vs. industry benchmarks cited by company .
- Governance experience across public REITs and industry associations; current roles in CFR and non‑profit treasury indicate fiduciary competency .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Common + equivalents) | 110,203 shares | “Less than 1%” of outstanding; outstanding shares assumed at 20,628,861 (includes RSUs) |
| Components included | 15,631 vested RSUs; 4,675 RSUs scheduled to vest June 5, 2025; 54,921 OP Units (via Heldon Capital LLC, controlled by DuGan) | OP Units redeemable/convertible 1:1 into common; RSUs vesting as noted |
| Options (excluded from beneficial ownership table) | 87,976 vested options | Out‑of‑the‑money; expire July 15, 2027 |
| Shares pledged | None | Company prohibits pledging and hedging by directors/officers/employees |
Governance Assessment
- Strengths: Independent Chair; clear separation of Chair/CEO; robust committee structure with independent oversight; anti‑hedging and anti‑pledging policies; regular executive sessions; annual board/committee evaluations .
- Alignment: Significant director RSU holdings with deferred conversion until board exit; additional OP Units; options out‑of‑the‑money reduce near‑term windfall risk .
- Attendance/Engagement: Met ≥75% threshold; board met frequently; strong cadence of committee meetings .
- Potential considerations: Investor Rights Agreement grants major holders nomination rights, shaping board composition (Carr, Johnson, Martay, Rollman nominated by investors). While DuGan’s independence is affirmed, concentrated shareholder nomination rights may influence governance dynamics; monitor for potential conflicts in future related-party matters via established audit committee review process .
- RED FLAGS: None disclosed specific to DuGan—no pledging/hedging, no related‑party transactions involving DuGan beyond legacy option grant; no delinquent Section 16(a) reports for DuGan in 2024 .
Insider Trades/Section 16(a)
| Item | Status | Notes |
|---|---|---|
| Delinquent Section 16(a) filings (2024) | None for DuGan | Proxy notes late filings for Coniglio, Kadens, and amended for Weinstein; DuGan not listed |