Spencer E. Goldenberg
About Spencer E. Goldenberg
Independent director of Terra Property Trust, Inc. (TPTA) since October 2022; age 42. He is a Florida-licensed CPA and currently CFO of Menin Hospitality, with prior roles in accounting and public policy; core credentials include audit committee leadership at another company and finance/operator experience in hospitality. Tenure on TPTA’s board: ~2.8 years as of mid‑2025; designated independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Menin Hospitality | Chief Financial Officer | Jun 2018–present | Senior finance/operator leadership |
| Menin Hospitality | VP, Corporate Development | Jun 2015–Jun 2018 | Corporate development |
| Gerstle, Rosen & Goldenberg P.A. | Accountant | Feb 2008–Jun 2015 | CPA practice experience (FL license active) |
| Office of FL State Sen. Gwen Margolis | Legislative Aide | Oct 2005–Feb 2008 | Public policy exposure |
| Terra BDC | Director (prior) | Prior to Oct 2022 | Board experience at affiliated BDC prior to merger |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Everstory Partners | Independent Director; Audit Committee Chair; Trust & Compliance Committee member; formerly Compensation, Nominating & Governance member | Director since Jun 2019; Audit member since Jun 2019; Audit Chair since Nov 2022; Trust & Compliance since Nov 2022; CNG Dec 2019–Nov 2022 | Audit leadership; multi-committee governance |
| Payless Holdings, LLC | Board of Managers | Since Jan 2023 | Oversight at private company |
| American Gilsonite Company | Independent Director (prior) | Mar 2019–Feb 2020 | Prior public company board |
Board Governance
- Independence: Board determined Goldenberg is independent; TPTA’s only standing committee is the Audit Committee (AC); Goldenberg is an AC member (chair is Michael L. Evans; AC members are Beless, Evans, Goldenberg). The Board has no Lead Independent Director, and CEO also serves as Chair.
- Committee assignments: Audit Committee member; AC met 5 times in 2024; Goldenberg is listed on the AC Report, evidencing engagement.
- Attendance: Board met 5 times in 2024; each director attended at least 75% of Board meetings.
- Board structure: Board size reduced to 5 seats post-2025 annual meeting; combined CEO/Chair; no lead independent director.
| Governance Metric (FY2024 unless noted) | Value |
|---|---|
| Board meetings | 5 (each director ≥75% attendance) |
| Audit Committee meetings | 5 |
| Lead Independent Director | None |
| Committee memberships (Goldenberg) | Audit Committee member |
Fixed Compensation
| Component (Non-Employee Director) | 2024 Amount (USD) | Note |
|---|---|---|
| Annual base retainer | $60,000 | Independent director base fee |
| Audit Committee member retainer | $10,000 | Applies to non-chair AC members |
| Total – Spencer E. Goldenberg | $70,000 | Matches director comp table for 2024 |
Historical reference: 2023 structure identical; Goldenberg total $70,000.
Performance Compensation
| Element | Status | Evidence |
|---|---|---|
| Annual equity grant (RSUs/PSUs/DSUs) | None disclosed | No equity compensation plan maintained as of 12/31/2024 |
| Stock options | None disclosed | No equity compensation plan maintained as of 12/31/2024 |
| Performance metrics tied to director pay | None disclosed | Director pay described solely as cash retainers |
| Meeting fees | Not disclosed | Proxy lists base and committee retainers; no per-meeting fees disclosed |
| Clawback specific to directors | Not disclosed | (Company discloses insider trading/ethics policies; no director equity awards) |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Overlap |
|---|---|---|
| Everstory Partners | Independent Director; Audit Chair | Unrelated operating segment; no TPTA-related transaction disclosed |
| Payless Holdings, LLC | Board of Managers | Private company; no TPTA-related transaction disclosed |
| American Gilsonite Company (prior) | Independent Director | No current interlock disclosed |
No related-party transactions involving Goldenberg are disclosed; TPTA’s related-party transactions with its Manager were reviewed/approved by disinterested directors with interested directors recused.
Expertise & Qualifications
- Financial expertise: Florida-licensed CPA; CFO of Menin Hospitality; extensive accounting experience.
- Governance: Audit Committee Chair at Everstory Partners; multi-committee service (Trust & Compliance; prior CNG).
- Industry/functional: Hospitality finance/operations; prior legislative/policy exposure.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding |
|---|---|---|
| Spencer E. Goldenberg | — | — |
Policy protections and alignment:
- Insider Trading Policy prohibits short sales, options, hedging, monetization transactions, and pledging of company securities; pre-clearance required for trades by directors.
Shareholder Voting Support (2025 Annual Meeting)
| Director | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Spencer E. Goldenberg | 11,644,607.924 | 999,480.487 | 0 |
(Note: All five nominees were elected; quorum 51.95% of outstanding shares represented.)
Governance Assessment
-
Positives
- Independent director with strong financial background (CPA/CFO) and external Audit Committee chair experience, enhancing oversight quality on TPTA’s Audit Committee.
- Demonstrated engagement via Audit Committee service and inclusion on the Audit Committee Report.
-
Concerns / RED FLAGS
- No reported personal equity ownership in TPTA; absence of disclosed director stock ownership guidelines and lack of any director equity program limit alignment with common shareholders.
- Board leadership concentration: CEO is also Chair and there is no Lead Independent Director, which may weaken independent oversight.
- Externally managed structure with significant fees and a termination fee equal to 3× average annual fees/expense reimbursements (last 24 months) presents potential conflicts; independent directors oversee and approve related-party arrangements, but alignment risk remains structurally elevated.
-
Attendance and engagement
- Board met five times in 2024; each director attended at least 75% of Board meetings (committee-level attendance not individually disclosed).
-
Say-on-pay and shareholder feedback
- 2025 ballot included only director elections and auditor ratification; no say‑on‑pay proposal given external management model.