John Shaw
About John J. Shaw
Independent director of Ares Dynamic Credit Allocation Fund, Inc. (ARDC) since 2012; Class II director with current term running through the 2027 annual meeting . Year of birth: 1951; background as an independent consultant and former long‑tenured NFL team executive; designated Audit Committee Financial Expert for the Fund . Education: B.S. (University of San Diego, 1973) and J.D. (NYU School of Law, 1976); inactive member of the State of California Bar and Board of Accountancy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| St. Louis Rams | President | 1995–2011 | Senior executive leadership of NFL franchise |
| St. Louis Rams | Executive Vice President | 1982–1995 | Senior operations/executive oversight |
| St. Louis Rams | VP Finance, Controller/Treasurer | 1980–1982 | Financial management and treasury |
| Arthur Andersen & Co. | Tax Adviser | 1977–1980 | Tax advisory work |
| NFL Management Council; NFL Finance Committee; NFL Properties Exec. Committee | Member (Exec. Committee) | 1985–2008 | League‑level labor/finance governance; executive committee roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CION Ares Diversified Credit Fund (CADC) | Independent Trustee | Current | Independent oversight for Ares‑managed registered fund |
Board Governance
| Committee | Role | Chair? | Audit Committee Financial Expert | FY 2023 Meetings | FY 2024 Meetings |
|---|---|---|---|---|---|
| Audit Committee | Member | No (Chair: Elaine Orr) | Yes | 4 | 4 |
| Nominating & Governance Committee | Member | No (Chair: Bruce H. Spector; transition to Jeffrey Perlowitz upon Spector resignation) | N/A | 4 | 4 |
- Board composition: 5 directors; 3 independent (60%); chair is an “interested person,” with independent lead director designated (Bruce H. Spector; noted resignation effective May 7, 2025 and appointment of Jeffrey Perlowitz as an independent director) .
- Board met 5 times in FY 2023 and 6 times in FY 2024; each director attended at least 75% of Board and applicable committee meetings .
- Directors are not required to attend the Annual Meeting; two directors attended the May 30, 2024 meeting (names not specified) .
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual Retainer (Cash) | $50,000 | $50,000 |
| Audit Committee Chair Fee (applies only to chair) | $0 (John Shaw not chair) | $0 (John Shaw not chair) |
| Nominating & Governance Chair Fee (applies only to chair) | $0 (John Shaw not chair) | $0 (John Shaw not chair) |
| Meeting Fees | None disclosed |
- Fee structure: Independent directors receive $50,000 annual fee; Audit Chair receives $10,000 (effective Jan 1, 2024; previously $5,000); Nominating & Governance Chair receives $5,000 .
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Bonus | None disclosed | |
| Stock awards (RSUs/PSUs) | None disclosed | |
| Option awards | None disclosed | |
| Performance metrics tied to pay | None disclosed | |
| Vesting schedules | None disclosed | |
| Severance provisions | None disclosed for directors | |
| Change‑of‑control provisions | None disclosed for directors | |
| Clawback provisions | None disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| CION Ares Diversified Credit Fund (CADC) | Independent Trustee | Current | Same “Fund Complex” as ARDC (Ares‑managed registered funds) |
Expertise & Qualifications
- Audit Committee Financial Expert designation, signaling financial reporting and oversight capability .
- Senior operating executive experience (NFL franchise), with multi‑decade finance and governance roles; tax advisory background at Arthur Andersen .
- Legal and accounting credentials: J.D. (NYU), B.S. (USD), inactive California Bar/Board of Accountancy memberships .
Equity Ownership
| Ownership Item | As of Apr 1, 2024 | As of Apr 1, 2025 |
|---|---|---|
| Dollar Range of ARDC Equity Securities | Over $100,000 | Over $100,000 |
| Preferred Stock Holdings | None (no directors held preferred) | None (no directors held preferred) |
| Ownership in Investment Manager or parent (Ares) by independent directors/immediate family | None disclosed (none owned bene./record) | None disclosed (none owned bene./record) |
- Aggregate group beneficial ownership of ARDC common by all directors/officers: less than 1% (as of each record date) .
Governance Assessment
- Alignment: Cash‑only fees; no performance grants/options; personal ownership “Over $100,000” in ARDC reinforces alignment while avoiding preferred stock influence .
- Independence & expertise: Independent status; Audit Committee Financial Expert; committee membership on both standing independent committees supports board effectiveness .
- Engagement: Board/committee attendance at or above 75% thresholds; committees met four times each in FY 2024; board met six times—indicative of steady engagement cadence .
- Conflicts: No beneficial ownership by independent directors or immediate family in the Investment Manager or parent Ares; Shaw serves on CADC (same fund complex) but remains independent under the 1940 Act/NYSE rules .
- Structure watch‑items: Board chair is an “interested person,” mitigated by majority‑independent board and independent committees; lead independent director Bruce H. Spector’s resignation (May 2025) and the appointment of Jeffrey Perlowitz (N&G chair; Audit member) introduces leadership transition to monitor for continuity of independent oversight .
RED FLAGS: None identified specific to John Shaw in proxy disclosures (attendance threshold met; cash‑only compensation; no related‑party securities ownership) .
Gaps to monitor: Proxy lacks explicit director stock‑ownership guidelines and pledging/hedging policy disclosures; continued oversight advisable given interested chair structure and 2025 board leadership transitions .