Sanjai S. Bhonsle
About Sanjai S. Bhonsle
Sanjai S. Bhonsle is Chairman and Chief Executive Officer of ArrowMark Financial Corp. (NASDAQ: BANX), serving since February 12, 2020; he is age 54 in the 2025 proxy and 53 in the 2024 proxy . He is a Partner and Portfolio Manager at ArrowMark Partners focusing on leveraged loans and CLOs, with prior roles at GSO Capital Partners (Senior Portfolio Manager, Investment & Management Committee), RBC Capital Partners (Assistant Portfolio Manager, Investment Committee), and Indosuez Capital Partners; he holds a BS in Mechanical Engineering (University of Wisconsin–Madison) and an MBA (Michigan State University) . BANX is externally managed; officers receive no compensation from the company, and the investment advisor is paid a 1.75% annualized management fee on managed assets with no incentive fee [bc5a1292-7f62-43dd-942e-187a0181d46d] [c22a5920-3a6e-4e09-9e28-086b09789498]. Company performance context: net income has varied with credit markets; see multi-year financials below (values retrieved from S&P Global)*.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ArrowMark Partners | Partner & Portfolio Manager | 2012–Present | Leads leveraged loan/CLO strategy; assumed BANX CEO/Chair in 2020 aligning fund with ArrowMark credit platform . |
| GSO Capital Partners (Blackstone) | Senior Portfolio Manager; Investment & Management Committee | 2005–2009 | Directed distressed/credit strategies; committee oversight strengthened risk-managed credit selection . |
| RBC Capital Partners | Assistant Portfolio Manager; Investment Committee | 2001–2005 | Led restructuring of distressed investments; creditor committee representation . |
| Indosuez Capital Partners | Senior Investment Analyst | 1999–2001 | Credit analysis foundation supporting later portfolio management activities . |
| MB Consulting Partners | Founder | 2009 | Advised stressed/distressed middle-market companies on financial/operational restructurings . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ArrowMark Partners | Partner & Portfolio Manager | 2012–Present | External adviser to BANX drives portfolio construction under 1940 Act framework . |
| Brown (RI) Management, LLC and Affiliates | Director | 2018–Present | Additional board exposure noted in BANX proxies; expands governance/network reach . |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Company-paid compensation to CEO/Chair (Bhonsle) | None | BANX pays no compensation to “Interested Directors” or to officers; independent directors receive fees only . |
| Investment advisory management fee (paid to ArrowMark Asset Management LLC) | 1.75% annualized of managed assets; 0.4375% per quarter | Calculated on total managed assets; includes cash and assets financed by borrowings; no incentive fee; advisor may waive/recoup fees in limited cases [bc5a1292-7f62-43dd-942e-187a0181d46d] [c22a5920-3a6e-4e09-9e28-086b09789498]. |
| Independent Director fees (FY 2024) | $71,000–$72,500 per director | Examples: Emrich $71,000 (2024: $72,500), Henry $71,000; Interested Directors (Bhonsle, Reidy) $0 . |
Performance Compensation
- No company-level bonus, RSU/PSU, options, or incentive compensation disclosed for executives; BANX is externally managed and does not pay officers or “Interested Directors” .
- The advisory agreement expressly has no incentive fee; compensation is a flat-rate AUM-based management fee (not tied to revenue growth, EBITDA, or TSR) [bc5a1292-7f62-43dd-942e-187a0181d46d] [c22a5920-3a6e-4e09-9e28-086b09789498].
Equity Ownership & Alignment
| Data Point | Detail |
|---|---|
| Beneficial ownership (Form 4) | 10,200 shares directly held after purchase of 2,000 shares at $14.28 on 05/04/2023 . |
| Shares outstanding (record date) | 7,126,812 (Apr 22, 2025); 7,116,775 (Apr 23, 2024) . |
| Ownership as % of outstanding | ~0.14% using 2025 record shares; indicates modest personal stake relative to float . |
| Vested vs. unvested; options | No options/RSUs disclosed for executives or directors; BANX uses cash retainers for independent directors . |
| Pledging/hedging | No pledging or hedging disclosures identified for Bhonsle; Section 16 compliance noted in proxies (late Form 4 was for Emrich) . |
| Ownership guidelines | Not disclosed for executives or directors in proxies; independent directors’ fees are disclosed . |
Employment Terms
| Term | Detail |
|---|---|
| Appointment date | Elected Chairman & CEO on Feb 12, 2020 . |
| Role tenure | Serving since Feb 2020; executive officers serve at the pleasure of the Board . |
| Contract term | BANX is externally managed; no individual CEO employment agreement disclosed; management agreement governs advisory relationship [bc5a1292-7f62-43dd-942e-187a0181d46d]. |
| Severance/Change-of-control | Not disclosed for executives; advisory agreement includes no incentive fee; fee waivers/recoupment conditions noted [bc5a1292-7f62-43dd-942e-187a0181d46d]. |
| Clawbacks/gross-ups | Not disclosed in proxies . |
| Non-compete/Non-solicit | Not disclosed in proxies . |
| Board attendance | Each director attended ≥75% of board/committee meetings in FY 2024 and FY 2023 . |
Board Governance
- Board roles: Bhonsle is Chairman (Interested Director) and CEO; Emil W. Henry, Jr. is Lead Independent Director; Emrich chairs Audit; Stolper chaired Nominating (2024; he passed in March 2025) .
- Dual-role implications: The Board determined an “interested” Chairman is appropriate given continuity and stake in adviser-provided services; independence maintained via a majority of independent directors (when no vacancies) and a Lead Independent Director .
- Audit Committee compliance: Following Stolper’s death on March 21, 2025, BANX notified Nasdaq; cure period to add a third independent Audit Committee member extends to Sep 17, 2025 .
Director Compensation (for governance context)
| Name | Role | FY 2024 Total Compensation |
|---|---|---|
| John Scott Emrich | Independent Director; Audit Chair | $71,000 . |
| Emil W. Henry, Jr. | Independent Director; Lead Independent Director | $71,000 . |
| Michael Stolper | Independent Director; Nominating Chair | $71,000 . |
| Sanjai S. Bhonsle | Chairman & CEO; Interested Director | $0 (no company compensation) . |
| Karen L. Reidy | Interested Director | $0 (no company compensation) . |
Insider Trading Activity (pressure/retention signal)
- Open-market buy: Bhonsle purchased 2,000 shares at $14.28 on May 4, 2023; total direct holdings reported at 10,200 shares; no recent insider sales disclosed for Bhonsle .
- Section 16 compliance: Proxies note one late Form 4 for Emrich; no late filings referenced for Bhonsle .
Company Financials under Bhonsle’s Tenure
Values retrieved from S&P Global*.
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|---|
| Revenues ($USD) | $115,085* | $128,660* | $128,660* | $128,660* | $128,810* | n/a* |
| Net Income ($USD) | $7,780,414* | $12,633,887* | $5,365,955* | $20,247,926* | $16,744,994* | n/a* |
| EBITDA ($USD) | n/a* | n/a* | n/a* | n/a* | n/a* | n/a* |
Values retrieved from S&P Global. Figures marked with * have no document citation and were obtained via SPGI/Capital IQ.
Compensation Structure Analysis (alignment signals)
- External advisor structure implies Bhonsle’s compensation flows through ArrowMark Partners; BANX does not pay executive salaries/bonuses or equity awards, limiting direct pay-for-performance alignment at the company level .
- The advisory agreement has no incentive fee; compensation is AUM-based, which may favor asset growth/leverage over TSR or income stability; fee waivers can modestly improve alignment when applied [bc5a1292-7f62-43dd-942e-187a0181d46d] [c22a5920-3a6e-4e09-9e28-086b09789498].
- Insider share purchases (albeit small percentage ownership) offer a positive alignment signal but are limited in magnitude .
Risk Indicators & Red Flags
- Dual role (Chairman + CEO) with “interested” status; mitigated by independent majority and Lead Independent Director, but still a governance risk profile .
- Temporary Nasdaq audit committee non-compliance in 2025 (two independent members vs. required three) pending cure by September 17, 2025 .
- Related-party transactions oversight via Nominating & Governance Committee; no specific related-party transactions disclosed; independent directors/family had no interests in the adviser as of 2024 .
Say-on-Pay & Shareholder Feedback
- No say-on-pay proposals disclosed; annual meetings focused on director elections and governance items .
Expertise & Qualifications
- Education: BS Mechanical Engineering; MBA (Michigan State University) .
- Technical expertise: Credit investing, restructuring, leveraged finance; decades of experience through Blackstone/GSO and ArrowMark platforms .
- Board qualifications: Considered an “Interested Director” under 1940 Act due to adviser affiliation .
Work History & Career Trajectory
- Progression from investment analyst to portfolio manager and investment committee member at leading credit platforms; founding restructuring advisory firm; transition to ArrowMark and leadership of BANX in 2020 .
Compensation Committee Analysis
- BANX uses a Nominating & Governance Committee (independent directors) that oversees director compensation and reviews advisory contracts; no independent compensation consultant details provided; committee composition noted above .
Investment Implications
- Alignment: External advisor with no incentive fee reduces direct pay-for-performance linkage to TSR; AUM-based fees can bias toward asset growth. Bhonsle’s insider purchases show alignment but ownership is modest (~0.14%) [bc5a1292-7f62-43dd-942e-187a0181d46d] .
- Retention risk: Role embedded within ArrowMark Partners; advisory relationship stability is key; officers serve at the pleasure of the Board .
- Trading signals: Governance watch—dual role and pending Nasdaq audit committee cure; monitor for addition of a third independent audit member by Sep 17, 2025 .
- Execution: Extensive restructuring and credit experience is a positive for portfolio quality and income stability; investors should evaluate advisor fee drag versus net investment income and distribution sustainability using BANX’s filings [c22a5920-3a6e-4e09-9e28-086b09789498].
Citations:
Additional sources: (Form 4), [bc5a1292-7f62-43dd-942e-187a0181d46d] (N‑CSRS 2024, advisory fee terms), [c22a5920-3a6e-4e09-9e28-086b09789498] (Annual Report 2024, advisory fee terms).
Values retrieved from S&P Global.