John Scott Emrich
About John Scott Emrich
John Scott Emrich, CFA, is an Independent Director of ArrowMark Financial Corp. (BANX), serving since February 2020; he chairs the Audit Committee and is a member of the Nominating and Governance Committee. He is a Class III director nominated to continue through the 2028 annual meeting; his age is listed as 57 in the 2025 proxy. Emrich’s background includes over 13 years as a financial analyst and portfolio manager at investment advisory firms, and prior business valuations/appraisal work at KPMG Peat Marwick.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various investment advisory firms | Financial analyst/portfolio manager | 13+ years | Investment management experience |
| KPMG Peat Marwick | Business valuations and appraisal analyses | Prior to investment roles | Valuation expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meridian Funds | Director | 2010 – Present | Board experience |
| Destra Funds | Director | 2015 – Present | Board experience |
Board Governance
- Committee assignments: Chair of Audit Committee; Member of Nominating and Governance Committee; Independent Director; service since February 2020; Class III re-nominated to serve until 2028.
- Attendance: Board met four times in FY 2024; each director attended at least 75% of Board and committee meetings; the Audit Committee met four times in FY 2024.
- Leadership: Emil W. Henry, Jr. serves as Lead Independent Director; Board currently has an interested Chair structure with two of four directors independent.
- Vacancy/continuity: Class II directorship vacant following the March 2025 passing of Michael Stolper; Nominating Committee and Board are identifying an Independent Director to fill the vacancy.
- Audit committee compliance risk: Nasdaq notified BANX that the Audit Committee currently has only two independent members; BANX has a cure period to regain compliance until September 17, 2025, and expects to appoint a suitable independent candidate before that date.
- Audit oversight: Emrich signed the Audit Committee Report as chair; the committee reviewed the FY 2024 audited financials and auditor independence with Tait, Weller & Baker LLP.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate compensation from BANX ($) | $72,500 | $71,000 |
| Pension/retirement benefits accrued | None | None |
| Estimated annual benefits upon retirement | None | None |
| Total compensation from company and complex ($) | $72,500 | $71,000 |
- Independent directors were not reimbursed for out-of-pocket expenses for attending Board and Committee meetings in FY 2024.
- Interested Directors receive no compensation for Board service (context for structure).
Performance Compensation
Not disclosed: The proxy statements provide aggregate director compensation and do not present stock awards, option awards, or any performance metrics tied to independent director compensation.
Other Directorships & Interlocks
| Company/Entity | Role | Overlap/Interlock Considerations |
|---|---|---|
| Meridian Funds | Director | Registered fund directorship; no disclosed conflicts with BANX’s Adviser |
| Destra Funds | Director | Registered fund directorship; no disclosed conflicts with BANX’s Adviser |
- Independence and related-party exposure: “None of the Independent Directors or their family had any interest in the Adviser or any person directly or indirectly controlling, controlled by, or under common control with the Adviser” (as of year-end).
Expertise & Qualifications
- Chartered Financial Analyst (CFA).
- Investment management expertise (13+ years as analyst/PM) and prior valuation experience at KPMG; supports audit oversight.
- Active audit leadership as chair; direct engagement with external auditors and financial reporting process.
Equity Ownership
| Metric | As of Record Date FY 2023 | As of Record Date FY 2024 |
|---|---|---|
| Emrich dollar range of BANX equity held | Over $100,000 | $50,001 – $100,000 |
| Emrich aggregate dollar range in all funds overseen | Over $100,000 | $50,001 – $100,000 |
| Directors and officers as a group (% of common) | 0.82% | 0.71% |
Insider Trades and Reporting
| Event | Trade Date | Filing Date | Note |
|---|---|---|---|
| Acquisition of BANX shares; late Form 4 | Oct 6, 2023 | Oct 11, 2023 | Late Section 16(a) filing noted in proxy |
| Acquisition of BANX shares; late Form 4 | Feb 26, 2024 | Mar 1, 2024 | Late Section 16(a) filing noted in proxy |
Governance Assessment
- Strengths: Independent director with dual committee roles (Audit Chair; Nominating member) and consistent meeting attendance; background in investment management and valuations; CFA designation; audit committee met four times in FY 2024, indicating active oversight.
- Board oversight processes: Audit Committee report signed by Emrich reflects review of audited financials and auditor independence; stable audit fees and recurring auditor engagement (context).
- RED FLAG: Nasdaq audit committee composition deficiency (two independent members vs. required three) following a director’s passing; cure period through September 17, 2025—investors should monitor timely appointment of a third independent audit member.
- RED FLAG: Two late Section 16(a) Form 4 filings (Oct 2023; Mar 2024) for Emrich’s share acquisitions—isolated compliance lapses that warrant attention for reporting controls.
- Ownership alignment: Emrich’s reported dollar range shifted from “Over $100,000” (2023 proxy) to “$50,001 – $100,000” (2025 proxy); observe trend and future disclosures for alignment continuity amid share price changes.
- Conflicts: Proxy disclosures state no interests between Independent Directors (including Emrich) and the Adviser or its affiliates—reduces related-party risk.