Jeffrey Perlowitz
About Jeffrey Perlowitz
Jeffrey Perlowitz is an Independent Director of ARDC, appointed to fill a Class I vacancy effective the earlier of May 7, 2025 or Bruce H. Spector’s earlier resignation; he will stand for reelection at the 2026 annual meeting . He has a B.S. in economics and accounting from SUNY Albany and previously served as Managing Director and Co‑Head of Global Securitized Markets at Citigroup (1998–2016), bringing deep expertise in mortgage and consumer securitizations . He qualifies as independent under the Investment Company Act of 1940 and NYSE governance rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup (and predecessor entities) | Managing Director; Co‑Head of Global Securitized Markets | 1998–2016 | Led sales and trading across residential mortgage loans, commercial mortgages, and consumer securitized products |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PennyMac Financial Services, Inc. | Independent Director | Since Feb 2019 | Committee assignments not disclosed in ARDC proxy |
| CION Ares Diversified Credit Fund (CADC) | Independent Trustee | Current | Trustee role; specific committees not disclosed in ARDC proxy |
Board Governance
- Committee assignments: Will join the Audit Committee (member) and become Chair of the Nominating and Governance Committee upon Bruce H. Spector’s resignation; qualifies as independent for 1940 Act/NYSE purposes .
- Tenure and classification: Appointed as a Class I Director effective upon Spector’s departure; will stand for reelection at the 2026 Annual Meeting .
- Independence status: ARDC maintains a majority‑independent board (3 of 5 directors; 60%); Perlowitz is designated independent .
- Board attendance context: In FY 2024, the Board met six times; each then‑serving director attended at least 75% of Board and committee meetings (Perlowitz was not yet serving) .
- Risk oversight structure: Two fully independent standing committees (Audit; Nominating & Governance) oversee financial reporting and governance; the Chief Compliance Officer reports regularly and holds executive sessions with independent directors at least annually .
- Lead Independent Director: Bruce H. Spector served as Lead Independent Director and announced intent to step down; successor not disclosed in the proxy .
Fixed Compensation
ARDC discloses cash retainer and chair fees for independent directors; no pensions are provided.
| Component | Amount (Annual) | Notes |
|---|---|---|
| Independent Director retainer (cash) | $50,000 | Paid to each Independent Director |
| Audit Committee Chair fee | $10,000 | Effective Jan 1, 2024 (previously $5,000) |
| Nominating & Governance Chair fee | $5,000 | Paid to Committee Chair |
| Pension/retirement benefits | None | No accruals as part of fund expenses |
2024 comparator payouts (director‑level):
| Director | 2024 Compensation from Fund | Pension/Retirement Benefits |
|---|---|---|
| Elaine Orr | $68,185 | None |
| John J. Shaw | $50,000 | None |
| Bruce H. Spector | $55,000 | None |
| David A. Sachs (Interested) | None | None |
| Seth J. Brufsky (Interested) | None | None |
Implication: As incoming Chair of Nominating & Governance and member of Audit, Perlowitz’s compensation will be driven by fixed cash fees per role; no equity grants are indicated in ARDC’s disclosure .
Performance Compensation
- No performance‑based compensation for directors (options, RSUs/PSUs, bonuses, or performance metric‑tied awards) is disclosed in the proxy for ARDC’s directors .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock Consideration |
|---|---|---|---|
| PennyMac Financial Services, Inc. | Public company | Independent Director | Mortgage/consumer finance exposure; ARDC invests across credit; no related‑party transactions disclosed in ARDC proxy |
| CADC (CION Ares Diversified Credit Fund) | Registered fund | Independent Trustee | Ares‑managed fund in same complex; committees independent; no conflicts disclosed |
Expertise & Qualifications
- Securitization and structured finance leadership across RMBS/CMBS/consumer products; senior capital markets operating experience .
- Academic foundation in economics and accounting; aligns with audit and governance oversight responsibilities .
- Fund complex familiarity via CADC trustee role; supports cross‑fund governance consistency .
Equity Ownership
| Item | Disclosure |
|---|---|
| ARDC share ownership (Perlowitz) | Not disclosed as of record date April 1, 2025 (appointment effective the earlier of May 7, 2025 or earlier resignation) |
| Directors/officers group ownership | Less than 1% of common stock as of April 1, 2025 |
| Preferred stock ownership (directors) | None owned by any director as of April 1, 2025 |
| Independent directors’ holdings in Investment Manager/Ares | As of April 1, 2025, none of the Independent Directors or immediate family members owned securities in the Investment Manager or Ares (note: Perlowitz not yet serving at record date) |
Governance Assessment
- Independence and committee leadership: Appointment as independent Chair of Nominating & Governance and member of Audit strengthens board oversight and refreshes independent leadership following Spector’s departure .
- Attendance and engagement: Board/committee cadence suggests active oversight (Board: 6 meetings; Audit: 4; N&G: 4 in FY 2024); Perlowitz’s background aligns with expected audit and governance engagement .
- Compensation structure: Pure cash retainers with modest chair fees; absence of equity grants or performance bonuses mitigates pay‑for‑performance misalignment concerns for directors .
- Conflicts/related parties: No related‑party transactions or pledging/hedging disclosures involving Perlowitz in the proxy; independence status under 1940 Act/NYSE affirmed .
- RED FLAGS: None disclosed specific to Perlowitz; lead independent transition noted but managed via committee independence and governance processes .
Notes: ARDC does not maintain a Compensation Committee due to NYSE exemptions for closed‑end management investment companies; governance oversight is maintained through Audit and Nominating & Governance committees of independent directors .