Noah R. Beren
About Noah R. Beren
Independent director since November 2021; age 44; currently Head of Asset Management at GF Investments with prior VP roles focused on deal execution and portfolio management; earlier served as Vice President at a private independent oil and gas company (2012–2014). Education: First Talmudic Degree from Talmudical Yeshiva of Philadelphia. Tenure on SNDA board: Class II director with term expiring at the 2026 annual meeting. Core credentials: real estate asset management and investor perspective as a Silk Partners designee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GF Investments | Head of Asset Management; previously Vice President focusing on deal execution and portfolio management | 2014–present | Oversees extensive real estate portfolio (office, multifamily, land) |
| Private independent oil and gas company | Vice President | 2012–2014 | Operational and portfolio management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GF Investments | Head of Asset Management | 2014–present | Real estate portfolio oversight (office, multifamily, land) |
| B Judith Holdings, LLC | Sole manager | Not disclosed | Vehicle through which some SNDA shares are held |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee; not on Audit or Compensation Committees; no chair roles disclosed for Beren.
- Independence: Board determined Beren is independent under NYSE rules and the Company’s Director Independence Policy.
- Attendance and engagement: Board held eight meetings in 2024; no incumbent director attended fewer than 75% of aggregate Board and committee meetings; all then-serving directors attended the 2024 annual meeting. Independent directors met in executive sessions led by the independent Chairman.
- Investor Rights Agreement and designation: Beren is one of two directors designated to the Board by Silk Partners under the 2021 Investor Rights Agreement, reflecting significant-stockholder representation on the Board.
Fixed Compensation (Director)
| Component | Amount | Details |
|---|---|---|
| Cash fees (retainers and committee fees) | $65,000 | Annual director retainer $55,000 plus committee retainers (Audit $10,000; Nominating $5,000; Compensation $7,500); chairs receive additional retainers (Board chair $50,000; Audit $20,000; Nominating $10,000; Compensation $15,000) |
| Equity grant (RS/RSUs) | $75,013 | 2,710 time-based restricted shares/RSUs granted 6/4/2024, vest in full on 6/4/2025 |
| Total 2024 director compensation | $140,013 | Cash + equity (grant-date fair value, ASC 718) |
Performance Compensation (Director)
| Metric / Award Feature | Value | Notes |
|---|---|---|
| Performance-linked metrics in director pay | None disclosed | Director equity grants are time-based; no TSR/financial metrics tied to director awards |
| Annual director equity grant value | $75,013 | Grant on 6/4/2024; vests 6/4/2025; 2,710 shares/units |
| Option awards | None | No option awards to directors in 2024 |
Other Directorships & Interlocks
- No other public company boards for Beren are disclosed in the SNDA proxy biography.
- Interlock/representation: Designated to SNDA’s Board by Silk Partners under the Investor Rights Agreement; Silk and related investors participated in a 2024 private placement approved by SNDA’s Audit Committee.
Expertise & Qualifications
- Board’s rationale: Significant real estate industry experience; provides perspective of a significant stockholder to the Board.
Equity Ownership
| Holder | Shares | Type/Status | Notes |
|---|---|---|---|
| Noah R. Beren | 22,186 | Beneficial ownership total | Less than 1% of class |
| Direct/indirect (B Judith Holdings, LLC) | 16,563 | Owned directly/indirectly | Beren is sole manager of B Judith Holdings, LLC |
| Unvested restricted stock | 2,710 | Unvested | From director grant; vests 6/4/2025 |
| Vested RSUs (deferred settlement) | 2,913 | Vested, settlement deferred | Deferred settlement units |
| Anti-hedging/anti-pledging policy | Prohibited (hedging and pledging without pre-approval) | Company policy | Applies to directors, officers, employees |
Governance Assessment
- Board effectiveness and independence: Beren meets independence standards and participates on the Nominating and Corporate Governance Committee; attendance across directors met expectations, and independent executive sessions were held under an independent Chair. These are positive indicators for governance quality.
- Ownership alignment: Annual director equity grants and Beren’s beneficial ownership, including unvested restricted stock and deferred RSUs, support alignment; Company enforces anti-hedging and anti-pledging policies.
- Potential conflicts and related-party exposure: Beren’s Silk designation under the Investor Rights Agreement and Silk’s participation in the 2024 private placement constitute related-party proximity; transactions were reviewed and approved under the Company’s related-person policy by the Audit Committee, but investor-seat rights concentrate influence among Conversant and Silk. Bold RED FLAG: significant-stockholder designation may bias board deliberations toward specific investor interests if not actively mitigated by independent oversight.
- Committee workload and engagement: Nominating and Corporate Governance Committee met twice in 2024; Compensation Committee met six times; Audit Committee met five times. While Beren is not on the Audit or Compensation Committees, his committee’s focus includes corporate governance guidelines and board/management evaluations.
- Shareholder-facing practices: Stock ownership guidelines apply to directors; clawback and recoupment policies exist for executives; anti-hedging/anti-pledging enforced. These practices bolster investor confidence, though specific director guideline multiples and individual compliance status are not disclosed.
Overall, Beren brings real estate and investor perspective with formal independence and solid attendance. The principal governance risk is the investor-rights designation and continued large-holder influence (Conversant/Silk), partially mitigated by independent chair leadership, committee oversight, and related-party transaction controls.