Elaine Orr
About Elaine Orr
Elaine Orr is an Independent Director of Ares Dynamic Credit Allocation Fund, Inc. (ARDC), elected by the Fund’s Preferred Stockholders, serving since 2022 with a term continuing until the 2026 Annual Meeting; she chairs the Audit Committee and has been designated an “Audit Committee Financial Expert.” She previously held investment roles at BlackRock and Silicon Valley Community Foundation, served as Senior Director of Philanthropy & Strategic Partnerships at the Robert Toigo Foundation (2018–2019), and serves on fund and pension boards; she holds a Bachelor of Commerce and Business Administration in Finance from the University of British Columbia and is a Chartered Financial Analyst. Born in 1966, she also serves as an independent trustee and Audit Committee chair of CION Ares Diversified Credit Fund (CADC), and until March 2024 served as trustee for TCW Transform 500, Transform Climate, and Transform Supply Chain ETFs; she serves on the audit board for Pangea Legal Services (nonprofit).
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Robert Toigo Foundation | Senior Director of Philanthropy & Strategic Partnerships | 2018–2019 | Strategic partnerships and philanthropy leadership |
| BlackRock | Investment roles | Not disclosed | Investment experience (prior role) |
| Silicon Valley Community Foundation | Investment roles | Not disclosed | Institutional investment experience |
External Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| CION Ares Diversified Credit Fund (CADC) | Independent Trustee; Audit Committee Chair | Current | Audit leadership; interlock within Ares-related fund complex |
| TCW Transform 500 ETF | Trustee | Feb 2021–Mar 2024 | Board oversight (trustee) |
| TCW Transform Climate ETF | Trustee | Feb 2021–Mar 2024 | Board oversight (trustee) |
| TCW Transform Supply Chain ETF | Trustee | Feb 2021–Mar 2024 | Board oversight (trustee) |
| Pangea Legal Services (nonprofit) | Audit Board | Current | Nonprofit audit oversight |
Board Governance
- Independence and designation: Elaine Orr is an Independent Director under the 1940 Act and NYSE rules and serves as Audit Committee Chair; she and John J. Shaw are designated Audit Committee Financial Experts.
- Committee structure: ARDC has two independent committees—the Audit Committee and the Nominating & Governance (N&G) Committee—and is exempt from having a compensation committee as a closed-end management investment company.
- 2024 attendance: The Board met six times in FY 2024 and each Director attended at least 75% of Board and relevant committee meetings.
- Governance transition: Lead Independent Director Bruce H. Spector is stepping down; Jeffrey Perlowitz will join the Board as an Independent Director, chair the N&G Committee, and join the Audit Committee.
- Preferred Stock representation: Preferred holders elect two directors (Elaine Orr and David Sachs); only Sachs was up for election in 2025.
| Committee | Membership (Elaine Orr) | Chair Role | FY 2023 Meetings | FY 2024 Meetings |
|---|---|---|---|---|
| Audit Committee | Member | Chair | 4 | 4 |
| Nominating & Governance Committee | Member | Not Chair | 4 | 4 |
| Board Meeting Metrics | FY 2024 |
|---|---|
| Board meetings (count) | 6 |
| Attendance threshold disclosed | ≥75% for each Director |
Fixed Compensation
- Fee framework: Independent Director annual retainer is $50,000; Audit Chair fee increased to $10,000 effective Jan 1, 2024 (from $5,000 prior to Dec 31, 2023); N&G Chair fee is $5,000.
| Fee Type | FY 2023 Amount | FY 2024 Amount |
|---|---|---|
| Independent Director Annual Fee | $50,000 | $50,000 |
| Audit Committee Chair Fee | $5,000 | $10,000 (effective Jan 1, 2024) |
| N&G Committee Chair Fee (not applicable to Orr) | $5,000 | $5,000 |
| Elaine Orr – Compensation from Fund ($) | FY 2023 | FY 2024 |
|---|---|---|
| Total Compensation | $55,000 | $68,185 |
Notes:
- No pension or retirement benefits accrued as part of fund expenses for Directors.
Performance Compensation
- ARDC does not have a Compensation Committee (closed-end fund exemption), and Director compensation is disclosed as fixed fees; no RSUs/PSUs, options, performance targets, vesting schedules, or incentive metrics are disclosed for Directors.
| Performance Element | FY 2023 | FY 2024 |
|---|---|---|
| Equity awards (RSU/PSU) | Not disclosed/None | Not disclosed/None |
| Option awards | Not disclosed/None | Not disclosed/None |
| Performance metrics tied to pay | Not disclosed/None | Not disclosed/None |
Other Directorships & Interlocks
- Public and registered funds: Elaine Orr oversees two funds in the Ares-related fund complex and has served on multiple public ETFs (TCW Transform series); this indicates broad fund governance exposure and potential interlocks within sponsor-related entities.
| Company/Fund | Role | Dates | Interlock/Notes |
|---|---|---|---|
| CADC (CION Ares Diversified Credit Fund) | Independent Trustee; Audit Chair | Current | Same fund complex as ARDC |
| TCW Transform 500 ETF | Trustee | Feb 2021–Mar 2024 | Public ETF (prior role) |
| TCW Transform Climate ETF | Trustee | Feb 2021–Mar 2024 | Public ETF (prior role) |
| TCW Transform Supply Chain ETF | Trustee | Feb 2021–Mar 2024 | Public ETF (prior role) |
Expertise & Qualifications
- Designated Audit Committee Financial Expert (with John J. Shaw).
- Chartered Financial Analyst (CFA); Bachelor of Commerce and Business Administration in Finance (University of British Columbia).
- Investment background (BlackRock; Silicon Valley Community Foundation), trustee experience in multiple funds/ETFs, and nonprofit audit oversight.
Equity Ownership
| Ownership Metric | Apr 1, 2024 | Apr 1, 2025 |
|---|---|---|
| Dollar range of Elaine Orr’s equity securities in ARDC | None | None |
| Directors’ and officers’ group ownership of ARDC common | <1% of outstanding shares | <1% of outstanding shares |
| Directors’ holdings of ARDC Preferred Stock | None | None |
| Independent Directors and immediate family ownership in Ares (Investment Manager or parent) | None | None |
Governance Assessment
- Strengths: Independent status, Audit Committee chairmanship, and designation as financial expert strengthen oversight of reporting, controls, and auditor independence; committee charters and risk oversight processes are well-defined, with assistance from the Chief Compliance Officer and annual compliance reviews.
- Engagement: Board met six times in 2024; all Directors met the ≥75% attendance threshold; Audit and N&G Committees each met four times in FY 2023 and FY 2024.
- Alignment concern (RED FLAG): Elaine Orr reports “None” for dollar range of ARDC equity ownership as of Apr 1, 2024 and Apr 1, 2025, signaling low direct financial alignment with common shareholders.
- Interlocks: Concurrent service as Audit Chair at CADC within the Ares-related fund complex can be efficient for oversight but may raise time-allocation and network interlock considerations; independence is affirmed under 1940 Act and NYSE rules.
- Compensation structure: Director pay is largely fixed cash (retainer plus chair fees); the Audit Chair fee increased from $5,000 to $10,000 effective Jan 1, 2024, raising total compensation (Orr: $55,000 in FY 2023 vs. $68,185 in FY 2024).
- Preferred Stock representation nuance: Orr is a Preferred Stock-elected Director, indicating explicit representation of the Fund’s preferred holders alongside the independent oversight mandate.