Vikram S. Uppal
About Vikram S. Uppal
Vikram S. Uppal, 41, is Chairman of the Board (since Nov 2021), Chief Executive Officer (since Dec 2018), and Chief Investment Officer (since Feb 2018) of Terra Property Trust, Inc. (TPTA) and its external manager/affiliates; he has served as a TPTA director since 2018 and previously chaired and led Terra BDC through October 2022 . He holds a B.S. from the University of St. Thomas and an M.S. from Columbia University . TPTA is externally managed; executive officers (including Uppal) receive no compensation from the company, and TSR metrics are not presented given no established public market for the common stock .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Axar Capital Management | Partner & Head of Real Estate | 2016 | Led real estate investments; prior to joining Terra Capital Partners . |
| Fortress Investment Group (Credit & Real Estate Funds) | Managing Director, Investment Team | 2015–2016 | Credit/real estate investing experience . |
| Mount Kellett Capital Management | Co‑Head, North American Real Estate Investments | 2012–2015 | Sourced/executed real estate investments . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Mavik Real Estate Special Opportunities Fund, L.P. (RESOF) | Director | Since Oct 2020 | Affiliate vehicle; Uppal also controls Mavik, sole member of Terra Capital Partners . |
| Mavik Real Estate Special Opportunities VS2 | Director | Since Oct 2024 | Affiliate board role (named in director bio) . |
| Terra REIT Advisors / Terra Capital Partners / Terra Fund Advisors | CEO (since Dec 2018); CIO (since Feb 2018) | Current | External manager leadership across platform . |
Fixed Compensation
TPTA is externally managed; officers are employees of the Manager and “do not receive any compensation from us.” Accordingly, Uppal receives $0 in cash/direct compensation from TPTA. Independent directors receive cash retainers; Uppal, as an executive director, receives none .
| Name | 2024 Cash Fees ($) |
|---|---|
| Vikram S. Uppal | — |
Performance Compensation
- Not applicable at the company level. TPTA discloses no RSU/PSU/option plans for executives and maintains no equity compensation plans as of year‑end 2024; officers are compensated by the external manager, not by TPTA .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Class B Common | Notes |
|---|---|---|---|
| Vikram S. Uppal | 76,623.46 | <1% | 49,544.46 shares via Lakshmi 15 LLC (family LLC); 27,079 held by Terra Capital Partners; Uppal controls Mavik, sole member of Terra Capital Partners; disclaims beneficial ownership beyond pecuniary interest . |
| Terra Secured Income Fund 7, LLC | 2,116,785.76 | 8.70% | Affiliate managed within Terra platform; governance connections noted; Uppal disclaims beneficial ownership except pecuniary interest . |
| Terra Offshore Funds REIT, LLC | 2,457,684.59 | 10.10% | Managed by the Manager; Uppal controls Mavik; disclaims beneficial ownership except pecuniary interest . |
Additional alignment/controls:
- Insider Trading Policy bans hedging/monetization (collars, swaps, exchange funds) and pledging/margin; pre‑clearance and blackout windows apply. Directors and executive officers are prohibited from hedging and pledging company securities .
- No stock ownership guidelines are disclosed in the proxy .
Vesting/insider selling indicators:
- TPTA provides no executive equity awards; no vesting schedule exists at the company level; Form 4 transaction detail is not presented in the proxy and executives are employees of the Manager .
Employment Terms
TPTA’s executives are employed by its external manager; company-level employment contracts, severance, or change‑of‑control terms for Uppal are not disclosed. Economic terms are embedded in the external Management Agreement:
| Topic | Key Terms |
|---|---|
| Term | Extended to Dec 31, 2027; auto one‑year renewals thereafter . |
| Company Termination (for cause/performance/unfair comp) | Termination permitted by 2/3 independent directors or majority of disinterested holders; if “unfair compensation,” Manager can elect reduced fees to avoid termination; 180‑day notice to end of term . |
| Termination Fee | If terminated (other than specified cause events): 3× the average annual fees and expense reimbursements over prior 24 months . |
| Company Termination (cause, incl. breach, fraud/gross negligence, bankruptcy, internalization) | 30‑day notice; no Termination Fee . |
| Manager Termination (company breach) | 60‑day notice by Manager; Termination Fee payable . |
| Fees Paid in 2024 | Asset management $6,207,231; asset servicing $1,489,674; disposition $907,224; origination/extension $1,334,709 . |
Related‑party and potential conflicts (governance risk):
- 2024 Co‑invest revolver with Mavik affiliate: 15% rate; repaid in full by July 2024; $411,010 interest income earned in 2024 .
- Participation agreements and affiliate transactions, including 2025 refinancing of a joint loan participation; governance handled via disinterested directors .
Board Governance
- Roles: Uppal serves as combined Chairman and CEO/CIO; the Board has concluded this structure is appropriate at this time; no Lead Independent Director .
- Independence: All directors except Uppal are independent under NYSE rules .
- Committees: Only an Audit Committee (Evans, chair; Beless; Goldenberg), all independent; no standing compensation or nominating committee because executives are not paid by the company .
- Meetings/Attendance: Board met five times in 2024; each director attended at least 75% of meetings .
- 2025 Shareholder vote: Uppal re‑elected (11,592,421 For; 1,051,667 Withheld) .
Director Compensation (for context)
- Independent directors’ 2024 cash retainers: $60,000 base; Audit Chair +$15,000; other Audit members +$10,000. Uppal receives no director fees .
Performance & Track Record
- Distributions: TPTA paid $0.76 per share in each of 2023 and 2024; it remains a REIT with no public market for common stock; thus TSR is not disclosed/available .
- Portfolio/strategy context: credit-focused REIT in middle‑market CRE loans ($10–50mm), with diversified portfolio across property types and geographies; uses moderate leverage (unsecured notes and secured financing) .
- Risk posture: externally managed with management fee/termination fee structure; concentrated exposures noted in office/multifamily/infill land and specific states as of YE 2024 .
Compensation Structure Analysis (alignment and risk)
- No company-paid executive compensation; pay-for-performance cannot be assessed at the issuer level. Economic incentives sit with the external Manager via: 1.0% asset management fee on funds under management; 0.25% servicing fee; 1.0% origination and disposition fees; plus expense reimbursements—paid regardless of shareholder returns, which may dilute alignment with equity holders .
- Termination economics (3× fee termination fee) can entrench the management contract and complicate any change-in-control/strategy shifts; this is a structural risk, not an individual severance feature .
Risk Indicators & Red Flags
- Combined CEO/Chairman and absence of a Lead Independent Director may weaken checks and balances .
- External management with multi‑layer fee stack and sizable termination fee (3× fees/reimbursements) raises alignment and entrenchment risk .
- Related‑party transactions (co‑invest loan facility; participation agreements; insurance sub‑advisory arrangement for affiliate fees) create potential conflicts; mitigated via disinterested director approvals but require monitoring .
- Beneficial ownership through affiliates (Terra Fund 7; Terra Offshore Funds REIT) centralizes voting influence within the sponsor ecosystem .
Compliance, Hedging/Pledging, and Clawbacks
- Insider Trading Policy: strict pre‑clearance, window trading, 10b5‑1 plan controls; bans hedging/monetization and pledging/margin for directors/executive officers—reducing misalignment from financial engineering .
- Clawback policy not specifically disclosed in proxy/10‑K; not apparent at company level given no company‑paid incentive compensation to officers .
Say‑on‑Pay & Shareholder Feedback
- As an emerging growth company with externally managed structure, TPTA provides reduced executive compensation disclosures and does not present say‑on‑pay; 2025 director election support was strong (e.g., Uppal 91.0% For of votes cast) .
Investment Implications
- Alignment: With no company‑paid executive comp and minimal direct equity ownership (<1%), investor alignment depends on the Manager’s fee structure and governance safeguards; the fee stack and 3× termination fee are structurally shareholder‑unfriendly vs. internally managed peers .
- Retention risk: Low at the issuer level—Uppal leads the Manager and multiple affiliates; key‑person risk is embedded in the Manager relationship rather than in a TPTA employment agreement .
- Trading signals: Watch disinterested‑director approvals of related‑party transactions, amendments to the Management Agreement, and steps toward liquidity (direct listing vs. non‑traded REIT conversion). Strong annual meeting support suggests limited near‑term governance pressure, but the combined CEO/Chair structure and absence of a Lead Independent Director remain catalysts for future engagement .
- Risk‑monitoring: Track Board disclosures on portfolio concentrations and credit quality, Manager fee/termination terms, and any internalization discussions; insider trading policy’s hedging/pledging bans reduce overhang from derivative/pledge‑driven sales .
Note: Where performance metrics (e.g., TSR, revenue/EBITDA growth) are requested, TPTA does not disclose executive‑level pay metrics, and the common stock lacks an established public market; therefore, TSR and pay‑for‑performance analytics are not applicable based on available filings .