Richard A. Grove
About Richard A. Grove
Richard A. Grove is Chief Compliance Officer of ArrowMark Financial Corp. (BANX), serving since February 2020; he was 56 as of the 2025 proxy and previously served as Chief Operating Officer of ArrowMark Colorado Holdings, LLC and as Vice President, Secretary and Chief Compliance Officer of Meridian Fund, Inc. . BANX discloses no company-paid compensation to executive officers, limiting visibility into pay-for-performance structures at the issuer level . Grove’s personal ownership is disclosed as a dollar range rather than share count, indicating $10,001–$50,000 as of the April 22, 2025 record date; directors and executive officers, as a group, held approximately 0.71% of outstanding common stock (7,126,812 shares) . No TSR, revenue growth, or EBITDA growth metrics are disclosed for Grove in the proxy statements .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ArrowMark Colorado Holdings, LLC | Chief Compliance Officer; formerly Chief Operating Officer | Not disclosed | Oversight of compliance operations at the adviser to BANX, supporting regulatory and governance controls |
| Meridian Fund, Inc. | Vice President, Secretary and Chief Compliance Officer | Not disclosed | Governance and compliance leadership within affiliated fund complex |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ArrowMark Colorado Holdings, LLC | Chief Compliance Officer | Not disclosed | Ensures adherence to regulatory requirements that intersect with BANX governance |
| Meridian Fund, Inc. | Vice President, Secretary and Chief Compliance Officer | Not disclosed | Strengthens cross-complex compliance expertise relevant to BANX oversight |
Fixed Compensation
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary | Not disclosed; BANX reports no company-paid officer compensation | Not disclosed; BANX reports no company-paid officer compensation | Not disclosed; BANX reports no company-paid officer compensation |
| Target Bonus % | Not disclosed | Not disclosed | Not disclosed |
| Actual Bonus Paid | Not disclosed | Not disclosed | Not disclosed |
| Perquisites | Not disclosed | Not disclosed | Not disclosed |
BANX explicitly states that “No officers of the Company received compensation from the Company,” and provides no detail on salary, bonus, or perquisites for executive officers, implying compensation (if any) is external to BANX (e.g., at the Adviser) .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed for executive officers in BANX proxies | — | — | — | — | — |
No BANX issuer-level incentive plan details (PSUs/RSUs/options or performance metrics like TSR, revenue, EBITDA) are disclosed for executive officers .
Equity Ownership & Alignment
| Metric | 2023 (Record date: Apr 21, 2023) | 2024 (Record date: Apr 23, 2024) | 2025 (Record date: Apr 22, 2025) |
|---|---|---|---|
| Richard A. Grove Dollar Range Held | $1–$10,000 | $10,001–$50,000 | $10,001–$50,000 |
| Directors & Officers Group Ownership (%) | ~0.86% | ~0.82% | ~0.71% |
| Shares Outstanding | 7,106,557 | 7,116,775 | 7,126,812 |
| 5%+ Holders (context) | ArrowMark Colorado Holdings LLC: 505,709 shares (7.1%) | ArrowMark Colorado Holdings LLC: 445,576 shares (6.27%) | None reported >5% |
- Pledging/Hedging: No pledging or hedging disclosures identified for Grove in BANX proxies .
- Stock Ownership Guidelines: No executive ownership guideline disclosures for BANX executive officers .
- Section 16 Compliance: BANX reports full compliance for FY2024 aside from a late Form 4 by an independent director; no late filing noted for Grove .
Employment Terms
- Status: Executive officers are “elected by, and serve at the pleasure of, the Board” .
- Contract Term, Severance, Change-of-Control, Clawbacks, Tax Gross-ups: Not disclosed in BANX proxy statements for executive officers .
- Governance Interlock: The Nominating & Governance Committee “periodically liaises with the Company’s Chief Compliance Officer,” indicating recurring engagement with Grove’s function .
Investment Implications
- Limited issuer-level incentive alignment: BANX pays no compensation to executive officers, and the proxies disclose no performance-linked incentive structures, reducing visibility into pay-for-performance alignment at the issuer level .
- Modest personal ownership disclosure: Grove’s disclosed dollar-range ownership ($10,001–$50,000 in 2024–2025) suggests limited direct economic exposure relative to the Company’s size; exact share counts are not disclosed, constraining alignment analysis .
- Affiliate ownership context: ArrowMark Colorado Holdings LLC was a >5% holder in 2023–2024, then not reported >5% in 2025; while not attributable to Grove individually, affiliated ownership may signal adviser-level alignment with BANX performance .
- Retention and transition risk: Serving at the pleasure of the Board without disclosed employment protections (severance/change-of-control) implies at-will dynamics; the governance framework includes periodic liaison with the CCO role, underscoring Grove’s ongoing compliance influence .