Gregory M. Pinkus
About Gregory M. Pinkus
Gregory M. Pinkus is 60 and serves as Chief Financial Officer, Treasurer and Secretary of Terra Property Trust, Inc. (TPTA); he has held CFO roles at the company since January 2016 and previously served as Chief Operating Officer from January 2016 to February 2024 . He is a CPA and NYU Stern B.S. in Accounting graduate, with prior finance and controller roles at W.P. Carey, Bank of America, New York Life, and several early-stage technology companies . TPTA is externally managed; officers are employees of the Manager and receive no cash compensation from the company, and the company does not maintain equity compensation plans, so executive-specific TSR, revenue/EBITDA growth pay linkages are not disclosed at the company level .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Terra Property Trust, Inc. | Chief Financial Officer, Treasurer, Secretary | Since Jan 2016 | Principal financial and accounting officer; corporate secretary governance function . |
| Terra Property Trust, Inc. | Chief Operating Officer | Jan 2016 – Feb 2024 | Led operations during external management transition and portfolio activities . |
| Terra BDC | CFO, Treasurer, Secretary; COO | May 2013 – Oct 2022 (CFO/Treasurer/Secretary); Jul 2014 – Oct 2022 (COO) | Oversight of BDC finance and operations prior to merger-related changes . |
| Terra Capital Advisors; Terra Capital Advisors 2 | CFO; COO | CFO since May 2012/Sept 2012; COO since Jul 2014 | Finance and operating leadership across affiliated managers . |
| Terra Income Advisors; Terra Income Advisors 2 | CFO; COO | Since May 2013 (TIA CFO); Oct 2016 (TIA2 CFO & COO) | Structured credit advisory leadership . |
| Terra Fund Advisors (Manager) | CFO; COO | Since Oct 2017 | External manager finance/operations for TPTA . |
| Fund 5 International; Terra International; Terra Fund 7 | CFO; COO | Since Jun 2014/Oct 2016/Oct 2016 | Finance/operations for affiliate funds . |
| W.P. Carey & Co. | Assistant Controller; Controller | 2006–2012 | Public REIT controls and reporting . |
| Bank of America | Oversaw international reporting group | 1992–1996 | Global reporting oversight . |
| New York Life Insurance Company | Managed large-scale IT budgets | 2003–2004 | Cost control and budget governance . |
| Early-stage tech companies | Controller; VP Finance | 1999–2005 | Startup finance and scaling . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| RESOF | Director | Since Oct 2020 | Board service at affiliated entity . |
| Fund 5 International | Director | Since Jan 2023 | Board oversight . |
| Terra International | Director | Since Jan 2023 | Board oversight . |
Fixed Compensation
- Executive officers are employees of the Manager and do not receive cash compensation from TPTA; the company has no compensation committee for executives because it does not plan to pay officers .
- No equity compensation plans are maintained as of year-end 2024/2023; therefore, no RSUs/PSUs/options are granted by TPTA .
Performance Compensation
- Not applicable at the company level: no bonus, equity awards, or performance-based plans are paid or granted by TPTA to executive officers; the Manager is compensated via a fee schedule and reimbursements (see Related Party/Employment Terms) .
Equity Ownership & Alignment
| Metric | Apr 20, 2023 | Oct 27, 2023 | Apr 19, 2024 | Apr 18, 2025 |
|---|---|---|---|---|
| Shares Beneficially Owned (Class B) | — (none reported) | — (none reported) | — (none reported) | — (none reported) |
| % of Shares Outstanding | — (denotes none/less than 1%) | — (denotes none/less than 1%) | — (denotes none/less than 1%) | — (denotes none/less than 1%) |
- No pledging of company stock is disclosed; company does not report executive stock ownership guidelines or compliance status .
Employment Terms
- External Management Structure: The Manager (Terra Fund Advisors/Terra REIT Advisors) manages day-to-day operations; officers are Manager employees; Manager is not obligated to dedicate personnel exclusively to TPTA and is reimbursed for allocable operating costs (rent, employee costs, utilities, technology) .
- Manager Agreement Fees (Company-level economics):
- Origination & Extension Fee: 1.0% of amounts funded to originate/acquire/extend loans .
- Asset Management Fee: 1.0% annual rate on aggregate funds under management .
- Asset Servicing Fee: 0.25% annual rate on gross origination/acquisition price per loan .
- Disposition Fee: 1.0% of gross sale price or lesser of 1.0% of principal vs borrower-paid fee where applicable .
- Transaction Breakup Fee: Manager receives 50% of certain breakup/termination fees; none paid in 2024 .
- Manager Agreement Termination & Change Economics: Initial term through Dec 31, 2027; auto-renew annually. Termination may be for unsatisfactory performance or unfair compensation (subject to fee reduction option) with 180 days’ notice; termination fee equals 3x average annual fees plus reimbursements over the prior 24 months. Immediate termination without termination fee allowed for specified breaches/fraud/bankruptcy/internalization .
- Officer Indemnification: Charter provides maximum indemnification permitted under Maryland law for directors and officers; limitations apply for bad faith, deliberate dishonesty, improper personal benefit, or unlawful acts .
Fees Paid and Reimbursed to Manager (Company-level)
| Metric ($) | FY 2023 | FY 2024 |
|---|---|---|
| Origination & extension fee expense | $2,312,656 | $1,334,709 |
| Asset management fee | $7,807,198 | $6,207,231 |
| Asset servicing fee | $1,857,765 | $1,489,674 |
| Operating expenses reimbursed | $9,234,357 | $7,468,132 |
| Disposition fee | $1,451,063 | $907,224 |
| Total | $22,663,039 | $17,406,970 |
Performance & Track Record
- Governance certifications: Pinkus executed SOX 302 and 906 certifications for the company’s annual reports (FY2023 and FY2024), attesting to disclosure controls and fair presentation .
- Company-level TSR and operating growth metrics linked to executive pay are not disclosed due to external management structure and absence of executive compensation plans .
Board Governance (Context)
- No executive compensation committee exists because officers are not paid; independent directors receive fixed cash retainers and committee fees (e.g., audit chair/members) .
- Proxy administration: Pinkus acts as Secretary and proxy signatory; he is named on proxy materials and cards .
Compensation Structure Analysis
- Shift to external-manager fee model: Executive pay-for-performance at TPTA is effectively replaced by fixed/variable service fees to the Manager; no executive SCT, bonus, equity grants are disclosed at the registrant level .
- No equity plans: Eliminates vesting schedule-driven selling pressure from company grants; removes alignment via direct company equity awards .
- Termination fee with Manager: A 3x average annual fees termination formula increases switching costs and may entrench external management economics independent of individual executive performance .
Related Party Transactions & Conflicts
- Management Agreement negotiated among related parties; Manager provides services and receives multiple fee types and reimbursements; Board’s related party policy requires disinterested director review, which approved the 2024 amendment .
- Beneficial ownership concentration resides in affiliated entities (e.g., Terra Fund 7; Terra Offshore Funds REIT); Pinkus personally reports no beneficial ownership of Class B common stock .
Risk Indicators & Red Flags
- External management with multi-layer fee structure and termination fee can dilute pay-for-performance alignment at the company level .
- Minimal personal ownership alignment for the CFO (no reported Class B shares) .
- No executive compensation committee and no equity plans; limited direct levers to incentivize or retain via registrant-level compensation .
- No pledging, hedging, clawback, severance, or CoC terms disclosed for Pinkus individually at the registrant level due to external employment through the Manager .
Equity Ownership & Alignment (Detailed)
| Category | Status |
|---|---|
| Total beneficial ownership | No Class B shares reported in multiple proxy snapshots . |
| Vested vs unvested shares | Not applicable; no company equity grants . |
| Options (exercisable/unexercisable) | Not applicable; no plans . |
| Shares pledged | No pledging disclosed . |
| Ownership guidelines/compliance | Not disclosed; no equity plan context . |
Employment Terms (Executive-Specific)
- Employment Start/Role Tenure: CFO since January 2016; previously COO through February 2024; Secretary currently .
- Contract Term/Auto-Renewal: Executive employment terms are through the external Manager; registrant-level manager agreement expires Dec 31, 2027 and auto-renews annually .
- Non-compete/Non-solicit/Garden leave/Consulting: Not disclosed at registrant level for Pinkus due to external management employment .
- Severance/Change-of-Control (individual): Not disclosed; company-level termination economics pertain to Manager agreement, not individual officers .
Investment Implications
- Alignment risk: With no reported personal Class B ownership and no registrant-level pay plans, Pinkus’ compensation and retention levers operate through the Manager rather than shareholder-facing pay-for-performance at TPTA, weakening traditional alignment signals .
- Fee sensitivity: Manager fees and reimbursements declined in 2024 versus 2023, but the termination fee construct (3x average annual fees) raises the cost of internalization or manager replacement, potentially entrenching the external structure regardless of executive performance .
- Governance: Strong indemnification and external-manager operations reduce direct visibility into executive incentives and severance economics; investors should focus on Board oversight of the Manager, fee benchmarking, and related-party policies as the primary performance governance levers .
- Trading signals: Absence of Form 4-reported insider ownership/sales for Pinkus and lack of vesting-driven supply suggest limited insider selling pressure from registrant-issued equity; focus instead on portfolio performance and Manager fee dynamics for near-term catalysts .