Sarah Schwarzschild
About Sarah Schwarzschild
Sarah Schwarzschild is Chief Operating Officer of Terra Property Trust, Inc. (TPTA) since February 27, 2024, and COO of Mavik Capital Management, LP since July 2023 . She is 44 years old and holds a B.A. from the University of Pennsylvania and an M.B.A. from the Tuck School of Business at Dartmouth . TPTA is externally managed; officers are employees of the Manager’s parent and do not receive compensation from TPTA, and no executive pay metrics or TSR/revenue/EBITDA performance linkages for officers are disclosed in the proxy . Terra Capital Partners, which leads the Manager organization, lists Ms. Schwarzschild as COO among senior leadership and highlights a long track record in real estate credit across multiple vehicles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mavik Capital Management, LP | Chief Operating Officer | Jul 2023–present | Senior leadership of real estate credit platform affiliated with TPTA’s Manager |
| BGO Strategic Capital Partners | Managing Director & Co-Head | Pre-Apr 2021; through merger with BentallGreenOak in Apr 2021 | Co-led $3B global integrated multi‑manager platform; managed secondaries funds and SMAs |
| Metropolitan Real Estate (Carlyle) | Managing Director & Co-Head | 2014–Apr 2021 | Led platform and secondaries strategies prior to BGO merger |
| Partners Group | Led U.S. Real Estate Secondary team | Pre‑2014 | Led acquisitions and portfolio management of >$2B dedicated real estate secondary capital |
| RREEF | Assistant Vice President, Acquisitions (Global Opportunity Funds) | Pre‑Partners Group | Acquisitions for real estate opportunistic funds |
| Rothschild | Investment Banking Analyst (M&A and Private Placements) | Early career | Analytical support in M&A and private placements |
External Roles
| Organization | Role | Years |
|---|---|---|
| Tuck School of Business (MBA Council) | Member | Current as of 2025 |
| Mianus River Gorge Preserve | Secretary of the Board | Current as of 2025 |
| Riley’s Ways | Board Member | Current as of 2025 |
| INCEPTIV | Advisory Board Member | Current as of 2025 |
Fixed Compensation
TPTA is externally managed and does not pay its officers; all officers are employees of the Manager or its parent. Accordingly, no executive cash compensation (salary/bonus) is disclosed for Ms. Schwarzschild by TPTA.
| Item | 2024 | Notes |
|---|---|---|
| Base Salary | Not paid by TPTA | Officers are employees of Manager’s parent; no company-paid salary |
| Target Bonus % | Not disclosed | No company-paid officer compensation |
| Actual Bonus Paid | Not paid by TPTA | Not applicable at company level |
| Perquisites | Not disclosed | Company does not compensate officers |
Performance Compensation
TPTA does not maintain executive equity plans and does not pay officer equity awards; no performance metric-based compensation for officers is disclosed.
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Executive PSU/RSU Program | Not applicable | Not applicable | Not applicable | Not applicable | Not applicable |
| Option Awards | Not applicable | Not applicable | Not applicable | Not applicable | Not applicable |
Notes:
- TPTA discloses no compensation committee and no executive compensation paid by the company; equity compensation plans are not maintained as of 12/31/2024 .
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (Class B Common) | 0 shares | As of April 18, 2025 |
| Ownership % of Outstanding | 0.00% | 24,338,581 Class B shares outstanding |
| Vested vs. Unvested Shares | Not applicable | No executive equity grants; no plan maintained |
| Options (Exercisable/Unexercisable) | None disclosed | No executive equity compensation |
| Pledging/Hedging | Prohibited by Insider Trading Policy (short sales, options, hedging, pledging) | Pre-clearance required; blackout restrictions |
| Ownership Guidelines | Not disclosed | External management structure; no officer comp |
Employment Terms
| Term | Detail |
|---|---|
| Appointment Effective Date | February 27, 2024 |
| Employment Agreement | Company standard indemnification agreement; filed as Exhibit 10.17 to 10‑K (Mar 13, 2023) |
| Severance | Not disclosed at individual level; company does not compensate officers |
| Change‑of‑Control | Not disclosed at individual level; company does not compensate officers |
| Non‑Compete / Non‑Solicit | Not disclosed for Ms. Schwarzschild |
| Indemnification | Company maintains indemnification agreements with officers per proxy |
| Compensation Source | Officers are employees of the Manager’s parent; no cash compensation from TPTA |
Additional context on external management:
- TPTA’s Management Agreement (amended Mar 11, 2024) extends through Dec 31, 2027 with automatic one‑year renewals; termination fees equal to three times average fees/reimbursements over prior 24 months if terminated under specified conditions . These are company‑to‑manager terms, not individual officer employment terms.
Performance & Track Record
- Background achievement: Co-led a $3B strategic capital platform at BGO/Metropolitan and oversaw secondaries strategies and SMAs; led Partners Group’s U.S. real estate secondary team managing >$2B dedicated capital .
- Manager platform context: Terra Capital Partners (leading TPTA’s Manager) highlights a 20‑year real estate credit track record with financings across office, retail, industrial, hotel, and multifamily; senior team includes Ms. Schwarzschild as COO .
- Company‑level performance metrics (TSR, revenue growth, EBITDA growth) and any officer‑specific pay‑for‑performance targets are not disclosed due to external management structure .
Governance and Policies Relevant to Alignment
- No compensation committee; no executive compensation paid by TPTA .
- Insider Trading Policy prohibits short sales, public options, hedging/monetization transactions, and pledging; requires pre‑clearance and imposes blackout restrictions .
- Security ownership shows no direct or indirect Class B stock ownership for Ms. Schwarzschild as of April 18, 2025 .
Risk Indicators & Red Flags
- External management structure: officers are not compensated by TPTA, which can dilute direct pay‑for‑performance alignment at the public registrant level .
- Time allocation and conflicts: risk factors note competing demands on officers (including Ms. Schwarzschild) across Manager‑affiliated programs, potentially impacting focus and returns .
- Related‑party dynamics: Manager fees and amendments are negotiated among related parties and may not reflect arm’s‑length terms .
- Hedging/pledging bans: policy reduces misalignment risks but also implies limited liquidity flexibility for any future company stock holdings .
- Ownership: zero share ownership at TPTA limits direct equity alignment .
Investment Implications
- Alignment: With no TPTA‑paid executive compensation or equity awards and zero disclosed share ownership, Ms. Schwarzschild’s alignment with public shareholders is primarily via Manager performance rather than TPTA equity, reducing traditional pay‑for‑performance signaling at the registrant level .
- Retention: Appointment in 2024 and indemnification coverage suggest stability, but retention risk is structurally tied to the Manager’s platform rather than company employment; monitor any future Item 5.02 events or changes to the Management Agreement .
- Trading signals: Insider Trading Policy prohibits hedging/pledging and requires pre‑clearance; currently no share ownership reported for Ms. Schwarzschild, implying minimal near‑term insider selling pressure; watch for any future equity acquisitions or Form 4 activity .
- Governance and fees: Amendments extending the Management Agreement and termination fee mechanics (3x average fees) underscore the importance of Manager economics; investor focus should track Manager fee levels, related‑party transactions, and allocation policies as key levers of value .