Gaurav Misra
About Gaurav Misra
Gaurav Misra, age 49, has served as an independent director of Terra Property Trust, Inc. (TPTA) since October 2022. He is President of Direct‑to‑Consumer Brands at RxSense LLC (since October 2018) and holds a B.Eng. in Mechanical Engineering from Imperial College London and an MBA from Harvard Business School . The Board has determined he is independent under NYSE and SEC rules; TPTA has no lead independent director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RxSense LLC | President, Direct-to-Consumer Brands | Oct 2018–present | Consumer health D2C leadership |
| Raise Inc. | Chief Marketing Officer | May 2017–Oct 2018 | Marketing leadership |
| Vroom Inc. | Chief Marketing Officer | Sep 2016–Apr 2017 | Marketing leadership |
| BG Media | Chief Executive Officer | Jul 2012–Aug 2016 | Operating leadership |
| Zagat LLC | Head of Marketing & Product | Apr 2009–Jun 2012 | Product/marketing |
| Venturethree Ltd. | Senior Partner | 1999–2002 | Brand strategy |
| McKinsey & Co. | Business Analyst | 1997–1999 | Strategy/analytics |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Terra BDC (former affiliate) | Board member | Prior service (dates not disclosed) | Prior board experience within Terra ecosystem |
Board Governance
- Independence: Independent director under NYSE/SEC standards; Board majority independent; no lead independent director .
- Committee memberships: Audit Committee members are Beless, Evans (Chair), and Goldenberg; Misra is not listed on the Audit Committee .
- Board meetings and attendance: Board met 5 times in FY 2024; each director attended at least 75% of Board meetings in 2024 . Board met 11 times in FY 2023; each director attended at least 75% in 2023 .
- Nomination and compensation: No standing nominating or compensation committees; the full Board handles director nominations and director compensation .
Fixed Compensation
| Component (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Annual base director fee (cash) | $60,000 | $60,000 |
| Audit Committee member retainer | $0 (not a member) | $0 (not a member) |
| Audit Committee chair retainer | $0 | $0 |
| Meeting fees | None disclosed | None disclosed |
| Total cash compensation | $60,000 | $60,000 |
- TPTA reimburses directors for travel related to meetings .
- Only independent directors receive director fees under NYSE standards .
Performance Compensation
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Equity awards (RSUs/PSUs/Options) | None; TPTA did not maintain any equity compensation plans as of Dec 31, 2023 | None; TPTA did not maintain any equity compensation plans as of Dec 31, 2024 |
| Performance metrics tied to director pay | Not applicable (cash retainers only) | |
| Clawbacks / Bonus metrics | Not disclosed for directors |
No equity or performance‑based compensation is granted to directors; compensation is cash‑based, limiting pay‑for‑performance alignment .
Other Directorships & Interlocks
| Company | Type | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Terra BDC | Prior public company board | Prior service within Terra affiliates | Familiarity with Terra platform may aid oversight; no current interlock disclosed |
- Related‑party oversight framework: TPTA has a Related Party Transaction Policy requiring review by disinterested directors; several transactions with Manager/affiliates were unanimously approved by disinterested directors with interested directors recused .
Expertise & Qualifications
- Education: B.Eng. Mechanical Engineering (Imperial College London); MBA (Harvard Business School) .
- Functional expertise: Direct‑to‑consumer marketing, product, and brand strategy across tech/auto/consumer platforms .
- Board qualifications: Independent perspective; consumer/marketing expertise complements real estate credit focus of TPTA’s externally managed REIT .
Equity Ownership
| Metric | As of Apr 19, 2024 | As of Apr 18, 2025 |
|---|---|---|
| Beneficial ownership (shares) | — (none reported) | — (none reported) |
| Ownership % of outstanding | — | — |
| Shares pledged as collateral | Prohibited by policy (no pledging permitted) | Prohibited by policy (no pledging permitted) |
| Hedging of company stock | Prohibited by policy | Prohibited by policy |
Insider Trading Policy prohibits short sales, options, hedging/monetization transactions, and pledging/margin accounts, with pre‑clearance required and blackout periods enforced .
Insider Trades
| Date Range Searched | Result |
|---|---|
| Jan 1, 2023–Nov 20, 2025 | No Form 4 insider trades found for “Gaurav Misra” at TPTA (insider‑trades skill run; person‑filtered search returned none). |
Governance Assessment
-
Strengths:
- Independence and satisfactory attendance; Board majority independent .
- Robust insider trading prohibitions (no hedging/pledging) .
- Related‑party transactions subjected to disinterested director review with recusals; unanimous approvals documented .
- Audit Committee chaired by a designated “financial expert” (Evans) with members financially literate .
-
Concerns and RED FLAGS:
- Externally managed structure with significant fees (e.g., $6.21M asset management, $1.49M asset servicing, $0.91M disposition in FY 2024) and a termination fee equal to 3× average fees/reimbursements for the prior 24 months, which may weaken alignment and raises governance risk; relies on oversight by independent directors .
- No lead independent director despite CEO also serving as Chairman, potentially concentrating authority .
- Director compensation is purely cash; no equity ownership or equity grants to directors, reducing “skin‑in‑the‑game” alignment .
- Misra is not on the sole standing committee (Audit), limiting direct committee‑level influence on key controls .
Implications for investor confidence: Misra’s independence and consumer/marketing expertise add perspective, but low ownership alignment and the externally managed construct—with material fee flows and a substantial termination fee—place greater emphasis on the effectiveness of disinterested director oversight and audit governance. The absence of equity‑based director pay and no lead independent director are notable governance quality gaps that may warrant engagement on board structure and alignment .