Michael L. Evans
About Michael L. Evans
Independent director of TPTA since October 2017; age 73. Evans is Audit Committee Chair and designated “audit committee financial expert,” with deep real estate finance and audit experience. He is Managing Director and CFO of Newport LLC (since Dec 2012), a former Ernst & Young partner (1984–2010), and holds a B.S.B. in accounting (University of Minnesota), J.D. (William Mitchell College of Law), and M.B.A. (Golden Gate University). He is a licensed attorney and inactive CPA in California, and previously served on Terra BDC’s board (2015–2019) and advisory boards at Marcus & Millichap and a Prologis fund .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young, LLP | Partner (tax, audit, consulting), specializing in real estate and public companies | 1984–2010 (EY tenure 1977–2010) | Senior partner with extensive public-company oversight experience |
| Concern Worldwide U.S., Inc. | Interim Country Manager; Advisory Board Member | Jun 2010–Sep 2011 | Nonprofit leadership and governance exposure |
| Terra BDC | Director | Mar 2015–Apr 2019 | Board experience within affiliated platform |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Newport LLC (formerly Newport Board Group) | Managing Director & CFO | Dec 2012–present | CEO and board advisory firm |
| Sen Plex, Inc. | Director | Not disclosed | Current directorship (company type not specified) |
| Marcus & Millichap, Inc. | Advisory Board (prior) | Not disclosed | Prior advisory role (not a board seat) |
| Prologis Targeted U.S. Logistics Fund | Independent Counsel Board (prior) | Not disclosed | Prior advisory/oversight role |
Board Governance
- Independence: The Board determined all directors except CEO/Chair Vikram S. Uppal are independent under NYSE and SEC rules; Evans is independent .
- Committee assignments: Audit Committee member and Chair; designated “audit committee financial expert.” Other Audit members are Beless and Goldenberg; all are financially literate under NYSE rules .
- Meetings and attendance: Board met 5 times in 2024; each director attended at least 75% of Board meetings. Audit Committee met 5 times in 2024 .
- Executive sessions: Audit Committee meetings regularly include executive sessions with the independent auditor without management present .
- Board structure: CEO also serves as Chair; no Lead Independent Director. The Board periodically reviews leadership structure and currently supports combined roles .
- Board size: Board at 6 members, to be reduced to 5 seats following the 2025 annual meeting; Evans is nominated for re‑election .
Fixed Compensation
- Structure: Independent directors receive an annual cash retainer; Audit Committee Chair receives an additional cash retainer; other Audit members receive a smaller retainer. Travel expenses reimbursed .
- 2024 cash fees: Base $60,000; Audit Chair retainer $15,000; Audit member retainer $10,000 .
| 2024 Director Cash Compensation | Amount ($) |
|---|---|
| Independent Director Annual Fee | 60,000 |
| Audit Committee Chair Retainer | 15,000 |
| Audit Committee Member Retainer | 10,000 |
| Director | Fees Earned or Paid in Cash (2024) | Total (2024) |
|---|---|---|
| Michael L. Evans | 75,000 | 75,000 |
| Roger H. Beless | 70,000 | 70,000 |
| Spencer E. Goldenberg | 70,000 | 70,000 |
| Adrienne M. Everett | 60,000 | 60,000 |
| Gaurav Misra | 60,000 | 60,000 |
| Vikram S. Uppal | — | — |
Performance Compensation
- Equity plans and grants: As of Dec 31, 2024, the company maintained no equity compensation plans; no director equity awards are disclosed .
- Officer pay: Company is externally managed; officers receive no compensation from TPTA (context for absence of a comp committee) .
| Performance/Equity Feature | 2024 Status |
|---|---|
| Stock awards (RSUs/PSUs) | None disclosed |
| Option awards | None disclosed |
| Performance metrics tied to director pay | None disclosed |
| Clawback/special director provisions | Not disclosed for directors (company-level insider trading/hedging policy noted below) |
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Conflict Notes |
|---|---|---|
| Terra BDC (prior) | Former director (2015–2019) | Historical affiliation with the Terra platform; no current seat disclosed |
| Newport LLC | Current MD & CFO | Advisory firm role; no disclosed transactions with TPTA |
| Sen Plex, Inc. | Director | No disclosed transactions with TPTA |
| Marcus & Millichap, Prologis fund | Prior advisory roles | Historical, not current |
Expertise & Qualifications
- Audit committee financial expert; NYSE “financially literate.” Significant public-company audit/tax experience as former EY partner with real estate specialization .
- Licensed attorney (CA) and CPA (inactive); advanced business/legal training (MBA, JD) .
- Prior affiliated-board experience (Terra BDC) gives domain familiarity with externally managed structures .
Equity Ownership
- Beneficial ownership: As of April 18, 2025, Evans reported “—” shares of Class B common stock (no shares reported) .
- Anti-hedging/pledging: Insider Trading Policy prohibits short sales, options, hedging, and pledging of company securities for covered persons, including directors .
| Holder | Shares Beneficially Owned | % of Class B Outstanding |
|---|---|---|
| Michael L. Evans | — (none reported) | Not stated (table threshold shows <1% note; Evans not listed with a % figure) |
Governance Assessment
-
Strengths
- Independent director with deep financial expertise; serves as Audit Committee Chair and “financial expert,” enhancing oversight of financial reporting and auditor independence .
- Audit Committee held 5 meetings in 2024, includes regular executive sessions with the independent auditor, and issued its report recommending inclusion of audited financials in the 10‑K .
- Robust insider trading policy prohibiting hedging and pledging supports alignment with shareholders and mitigates risk behaviors .
-
Concerns / Monitoring Items
- Board leadership: Combined CEO/Chair with no Lead Independent Director can concentrate power; although reviewed periodically, this is a governance caution for investors .
- Externally managed structure: Extensive related‑party arrangements with the Manager (fees paid: $6.21M asset management; $1.49M servicing; $0.91M disposition in 2024) and a Management Agreement that was extended to Dec 31, 2027 with automatic one‑year renewals; termination fee equals 3x average fees/reimbursements over prior 24 months upon certain terminations—potential entrenchment risk and conflict exposure .
- Related-party transactions: 2024 co‑invest revolving note to an affiliate (max balance $8.81M; repaid to $0 by year‑end; $411k interest earned) and transfers/participations with vehicles managed by the Manager ($18.0M participation obligation at 12/31/2024), approved by disinterested directors. While process safeguards are disclosed, these arrangements merit ongoing scrutiny .
- Director pay mix: All‑cash retainers; absence of equity-based director compensation and Evans’ lack of share ownership may limit “skin‑in‑the‑game” alignment versus peers that grant equity .
RED FLAGS
- No Lead Independent Director with combined CEO/Chair structure .
- High conflict potential from external management model and sizable termination fee under the Management Agreement .
- Multiple related-party transactions with Manager‑affiliated entities, albeit reviewed by disinterested directors .
Notes:
- Board attendance is disclosed only at the aggregate threshold (each director ≥75% of Board meetings); individual attendance percentages were not provided .
- The company does not maintain equity compensation plans as of 12/31/2024; thus no director equity grants, vesting schedules, or performance metrics are disclosed .