Karen L. Reidy
About Karen L. Reidy
Karen L. Reidy, age 57, is an Interested Director of ArrowMark Financial Corp. (BANX) serving as a Class I director since February 2020; her current term ends at the 2026 annual meeting. She is a founding partner of ArrowMark Partners and holds the CFA designation; she earned a B.S. in Business Administration–Accounting from the University of Colorado. She is deemed “interested” due to her affiliation with the Company’s investment adviser, ArrowMark Asset Management LLC/ArrowMark Partners .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Janus Capital | Executive Vice President & Portfolio Manager; managed ~$10B across Janus Balanced Fund and Janus Core Equity Fund; institutional separate accounts | 2000–2005 | Led large-cap and balanced strategies; scale signal of investment acumen |
| Janus Capital | Assistant Portfolio Manager, Janus Fund | 1998–2000 | Portfolio support for flagship fund |
| Janus Capital | Equity Analyst | 1995–1998 | Research coverage; foundation for PM responsibilities |
| PricewaterhouseCoopers LLC | Audit and M&A departments | Pre-1995 | Accounting and transactions exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ArrowMark Partners | Founding Partner; co-manages CLO and specialty finance investments; co-leads research analyst teams | 2008–Present | Direct affiliation with BANX’s Adviser (ArrowMark Asset Management LLC) |
| Brown (RI) Management, LLC and Affiliates | Director (other directorships during past five years) | 2018–Present | Listed “other directorships”; entity not identified as public company |
Board Governance
- Role and independence: Reidy is an Interested Director because of her affiliation with BANX’s Adviser; she is not listed as a member of the Audit Committee or the Nominating & Governance Committee in the proxy’s board profile table .
- Committee structure: Audit Committee is composed of Independent Directors; John Scott Emrich chairs Audit, Emil W. Henry Jr. is Lead Independent Director. After the March 2025 passing of Independent Director Michael Stolper, BANX disclosed temporary non-compliance with Nasdaq’s audit committee composition rule (only two independent members) and a cure period until September 17, 2025 while seeking a new independent director .
- Attendance: In FY2024 the Board held four meetings; each Director attended at least 75% of Board and applicable Committee meetings .
- Nominating & Governance: Comprised of Independent Directors; oversees director nominations, governance, independent director compensation, conflicts and related-party transactions .
Fixed Compensation
Directors designated “Interested” receive no compensation from the Company; Independent Directors receive cash retainers only.
| Year | Aggregate Compensation from Company (USD) | Notes |
|---|---|---|
| 2024 | None | Interested Directors (incl. Reidy) received no pay; Independent Directors received $71,000 each (for context) |
| 2023 | None | Interested Directors received no pay; Independent Directors received $71,000–$72,500 (for context) |
Performance Compensation
- Equity awards, options, performance-based pay: None disclosed for Reidy (Interested Director); Company pays no compensation to Interested Directors, and the proxy does not report any BANX equity awards or options for directors .
- Performance metrics tied to director pay: None disclosed .
Other Directorships & Interlocks
| Entity | Type | Role | Tenure | Interlock/Notes |
|---|---|---|---|---|
| Brown (RI) Management, LLC and Affiliates | Other directorship | Director | 2018–Present | Listed for both Reidy and CEO/Chair Sanjai S. Bhonsle, indicating shared external directorships/interlocks |
- Public company boards: No other public company directorships are disclosed for Reidy in the past five years beyond BANX .
Expertise & Qualifications
- Portfolio management and credit markets: Founding partner at ArrowMark Partners; co-manages CLO and specialty finance strategies—strong domain relevance to BANX’s specialty finance focus .
- Large-scale public markets experience: Managed ~$10B at Janus across balanced and core equity strategies; prior analyst and assistant PM roles .
- Accounting and transactions grounding: PwC audit and M&A background; BS in Accounting; CFA designation .
Equity Ownership
| As-of Date | Dollar Range of BANX Equity Held | Notes |
|---|---|---|
| Record Date: Apr 22, 2025 | Over $100,000 | Proxy reports “dollar range”; exact share count not disclosed |
| Record Date: Apr 23, 2024 | Over $100,000 | Proxy reports “dollar range”; exact share count not disclosed |
| Group ownership context | Directors & officers as a group owned ~0.71% (2025) and ~0.82% (2024) of outstanding common stock | Provides alignment context; individual % for Reidy not disclosed |
- Shares pledged/hedged: Not disclosed.
- Ownership guidelines: Not disclosed for directors.
Governance Assessment
- Strengths:
- Deep credit and specialty finance expertise aligned with BANX’s strategy; senior investment leadership and prior ~$10B AUM responsibility at Janus support capital allocation judgment .
- Attendance met minimum threshold (≥75%) in FY2024; indicates engagement with Board duties .
- Personal financial alignment via “Over $100,000” BANX equity ownership; while exact shares not provided, a meaningful dollar range suggests skin-in-the-game .
- Concerns / RED FLAGS:
- Interested Director status due to direct affiliation with the Adviser (ArrowMark Asset Management/ArrowMark Partners) introduces inherent conflicts (oversight mitigants exist via independent committees and governance charter, but structural conflict remains) .
- Temporary non-compliance with Nasdaq audit committee composition following Stolper’s death (only two independent members) creates near-term governance risk; cure period granted through September 17, 2025—investors should monitor appointment timing and qualifications of the replacement independent director .
- Compensation independence: While no company pay limits direct self-dealing risk, affiliated status with the Adviser means incentives may be influenced by advisory economics—place extra emphasis on Nominating & Governance Committee’s related-party and contract review oversight .
Net investor confidence signal: Reidy brings relevant investment expertise and material ownership, but her Adviser affiliation requires robust independent oversight. The disclosed audit committee cure process is a key near-term governance milestone.
Appendix: Insider Filings and Attendance
- Section 16(a) compliance: FY2024 and FY2023 proxies report all required filings were timely except late Form 4s for independent director John Scott Emrich (Feb 26, 2024 and Oct 6, 2023 transactions); no delinquent filings noted for Reidy .
- Board meetings: Four in FY2024; all Directors met ≥75% attendance .