Roger H. Beless
About Roger H. Beless
Roger H. Beless, age 63, is an independent director of Terra Property Trust, Inc. (TPTA), serving since February 2018. He previously served as COO of StreetLights Residential (2016–2024) and held senior real estate leadership roles at Mount Kellett Capital Management and Goldman Sachs/Archon Group, including launching Goldman Sachs Realty Japan. He holds a B.A. in Economics and Finance from Baylor University and an MBA from Southern Methodist University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| StreetLights Residential | Chief Operating Officer | May 2016 – Dec 2024 | Oversaw capital markets, asset/portfolio management, acquisitions/dispositions, operations (accounting, HR, IT); member of Senior Management and Investment Committee |
| Mount Kellett Capital Management | Managing Director | Jun 2012 – Mar 2016 | Oversaw global real estate asset management |
| Goldman Sachs/Archon Group | Co-Head US Real Estate; COO Archon Residential; various roles | ~20 years | Led acquisitions, asset/property management, dispositions; led startup of Goldman Sachs Realty Japan, Ltd. (4 years in Tokyo) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Waymaker Value and Real Estate | Advisory Board Member | Not disclosed | Former advisory board service |
| Apartment Life | Advisory Board Member | Not disclosed | Former advisory board service |
Board Governance
- Independence: The Board determined all directors except the CEO are independent under NYSE and SEC rules; Beless is independent .
- Committees: Audit Committee member; Audit Committee comprises Beless, Michael L. Evans (Chair; audit committee financial expert), and Spencer E. Goldenberg; all financially literate .
- Meetings/Attendance: Board met 5 times in FY2024; each director attended at least 75% of Board meetings. Audit Committee met 5 times in FY2024 .
- Lead independent director: None; CEO serves as Chairman; Board periodically reviews leadership structure .
- Executive sessions: Audit Committee meetings regularly include executive sessions with the independent auditors, without management present .
- Board size: Reduced to five members following the 2025 annual meeting .
Fixed Compensation
| Component | Amount (USD) | Source |
|---|---|---|
| Annual base director fee (independent directors) | $60,000 | |
| Audit Committee member retainer | $10,000 | |
| Audit Committee chair retainer (for chair; not applicable to Beless) | $15,000 | |
| 2024 Fees Earned (Roger H. Beless) | $70,000 |
- No equity compensation plans or equity grants outstanding for directors as of Dec 31, 2024 .
Performance Compensation
- No performance-based director compensation, equity awards, options, or incentive metrics disclosed for directors; TPTA did not maintain equity compensation plans as of Dec 31, 2024 .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Beless in the proxy biography .
- Interlocks/relationships:
- Shared prior employer with TPTA’s CEO Vikram S. Uppal at Mount Kellett Capital Management (Uppal: 2012–2015; Beless: 2012–2016), indicating overlapping tenure at the same firm .
Expertise & Qualifications
- Education: B.A. in Economics and Finance (Baylor University); MBA (Southern Methodist University) .
- Domain expertise: Institutional real estate operations and asset management; capital markets; acquisitions/dispositions; global real estate, including Japan market entry; senior operating leadership experience .
- Board-relevant skills: Financial literacy (per NYSE rules); Audit Committee service .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Roger H. Beless | 0 | — | No reported beneficial ownership as of Apr 18, 2025; Class B shares outstanding: 24,338,581 |
| Policy on pledging/hedging | — | — | Insider Trading Policy prohibits short sales, publicly-traded options, hedging/monetization transactions, and pledging/margin arrangements for covered persons (directors included) |
Governance Assessment
- Audit oversight: Beless serves on the three-member Audit Committee, which met five times in 2024 and includes executive sessions with KPMG; the committee pre-approves audit/tax services and affirmed auditor independence, supporting financial reporting integrity .
- Independence and attendance: Classified as independent; Board disclosed at least 75% meeting attendance for each director in 2024, indicating baseline engagement .
- Pay alignment: Director pay is cash-only (no equity), and Beless reported zero share ownership. This structure limits direct ownership alignment versus equity-based retainers commonly used to strengthen incentives .
- Board leadership: No lead independent director and combined CEO/Chairman roles; Board notes it reviews structure periodically. This places greater weight on Audit Committee effectiveness and independent director oversight .
- Related-party exposure: TPTA is externally managed and pays multiple fees to its Manager (asset management, servicing, origination, disposition), with a termination fee equal to three times average fees and reimbursements upon certain terminations. The Board utilizes disinterested directors for approval of related-party transactions, with interested directors recusing, which is a key control given the extensive affiliate dealings .
Red Flags
- Cash-only director compensation with zero share ownership reported for Beless; absence of equity retainer reduces ownership alignment .
- No lead independent director while CEO chairs the Board, increasing reliance on committee processes for independent oversight .
- Extensive related-party transactions with the external Manager, including a significant termination fee provision; mitigated by disinterested director approvals but still a structural governance risk to monitor .
Supporting Notes
- Audit Committee Report and auditor fees detail robust pre-approval and independence oversight (KPMG total fees: $792,850 in 2024) .
- Indemnification agreements in place for directors and officers; standard for Maryland corporations but underscores need for strong compliance controls .