John Mazarakis
About John Mazarakis
Independent director? No — classified as an “interested person” under the 1940 Act due to affiliation with Chicago Atlantic BDC Advisers, LLC (the external adviser). Class 2 director since October 2024; current term expires at the 2026 annual meeting. Year of birth: 1976. Core credentials: co‑founder of Chicago Atlantic Group; Executive Chairman of Chicago Atlantic Real Estate Finance, Inc. (REFI); CEO and Co‑Executive Chairman of Vireo Growth Inc.; BA in Economics (University of Delaware) and MBA (Chicago Booth) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chicago Atlantic Group, LP | Co‑Founder | Apr 2019–Present | Built multi-vertical private credit platform; co-founded the external adviser to LIEN . |
| (Entrepreneurial ventures: real estate, retail, hospitality, food logistics) | Founder/Operator | Prior to 2019 | Built 35+ restaurant chain (1,200+ employees); developed >1M sq ft of commercial real estate; completed multiple financing transactions . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chicago Atlantic Real Estate Finance, Inc. (NASDAQ: REFI) | Executive Chairman; Director | 2021–Present | Commercial mortgage REIT affiliated with Chicago Atlantic Group . |
| Vireo Growth Inc. (CSE: VREO; OTCQX: VREOF) | CEO and Co‑Executive Chairman | Dec 2024–Present | Cannabis company leadership role . |
Board Governance
- Status: Interested director (not independent) by virtue of affiliation with the Adviser .
- Class/Term: Class 2; director since Oct 2024; term expires 2026 .
- Committees: Not eligible for Audit, Compensation, or Nominating (independent-only committees). Current committee rosters include only independent directors; chairs: Audit (Da Corte), Nominating (Warson), Compensation (Warson) .
- Attendance: In FY 2024 the Board met 11 times; each director other than Mr. Bohra attended at least 75% of Board/committee meetings during their service period (includes Mr. Mazarakis’s service window) .
- Lead Independent Director: Michael W. Chorske; responsibilities include presiding over executive sessions and agenda oversight .
- Executive Sessions: Independent directors meet in executive session; CCO meets in executive session with independents at least annually .
Fixed Compensation
| Component | Amount / Policy | Notes |
|---|---|---|
| Director fees from LIEN (interested directors) | $0 | “No compensation is paid to directors who are interested persons of the Company” . |
Context for independent directors (not applicable to Mazarakis): annual retainer $50,000; Audit Chair $20,000; Compensation Chair $10,000; Nominating Chair $5,000; prior structure before Nov 6, 2024 included meeting fees and lower retainers . 2024 paid to independents (partial-year for some): e.g., Warson $67,785; Chorske $65,723; Da Corte $61,745 .
Performance Compensation
Because LIEN is externally managed, the Adviser’s fee economics are a primary incentive driver; Mr. Mazarakis is a Partner of the Adviser, creating potential indirect participation in Adviser economics.
| Incentive Element (Adviser) | Structure | Key Metrics/Terms |
|---|---|---|
| Base Management Fee | 1.75% of gross assets (excludes cash/cash equivalents) | Paid to Adviser per Investment Advisory Agreement . |
| Incentive Fee on Income | 20% of Pre‑Incentive Fee Net Investment Income | Subject to a preferred return “hurdle” and a “catch‑up” feature; calculated and paid quarterly in arrears . |
| Incentive Fee on Capital Gains | 20% of realized capital gains (net of losses/depreciation) | Determined/payable annually in arrears on cumulative basis since inception, less previously paid capital gains incentive fees . |
| Expense Limitation | Cap of 2.15% of net assets on certain operating expenses through Sept 30, 2025 | Excludes base/incentive fees and specified items; clarified Feb 14, 2025 that interest expense and debt/equity capital raise costs are excluded from cap . |
Other Directorships & Interlocks
| Company | Relationship to LIEN/Adviser | Interlock/Conflict Considerations |
|---|---|---|
| Chicago Atlantic Real Estate Finance, Inc. (REFI) | Same platform family (Chicago Atlantic); Mr. Mazarakis is Executive Chairman/Director | Shared sponsor/affiliation may create allocation and co‑investment overlaps managed via an SEC exemptive order and allocation policy . |
| Vireo Growth Inc. | Cannabis operator; Mr. Mazarakis is CEO and Co‑Executive Chairman | Sector overlap with LIEN’s lending focus on cannabis; potential perceived conflicts mitigated via policies . |
Expertise & Qualifications
- 20+ years entrepreneurial, operational, and managerial experience across real estate, retail, hospitality, and logistics; built 35+ restaurant chain and >1M sq ft of commercial real estate; active investor/advisor to startups .
- Cannabis finance/operator expertise via Chicago Atlantic platform and Vireo leadership; REIT governance via REFI .
- Education: BA Economics (University of Delaware); MBA (Chicago Booth) .
Equity Ownership
| Holder | Type | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|---|
| John Mazarakis | Indirect | 3,815,776 | 16.7% | Represents shares held directly by the Adviser; he may be deemed an indirect beneficial owner; disclaims beneficial ownership except to extent of pecuniary interest . |
| Dollar range (director line item) | N/A | None | N/A | Dollar range computed at $10.65/share on 4/25/25 record date; reported as “None” for Mazarakis . |
| Shares outstanding (reference) | N/A | 22,820,408 | 100% | Shares outstanding at 4/25/25 record date . |
Related Party & Conflict Analysis
- External Advisory Model: Adviser is controlled by partners including Scott Gordon (Executive Chairman, LIEN), John Mazarakis (LIEN director), Andreas Bodmeier, and Anthony Cappell; Adviser earns base and incentive fees from LIEN .
- Administration & Services: Adviser provides administrative services to LIEN and is reimbursed for CFO/CCO allocable compensation; Chicago Atlantic Admin, LLC (subsidiary of Chicago Atlantic Group) serves as loan administrator/collateral agent on certain loans .
- Co‑Investment and Allocation: SEC exemptive order permits co‑investments subject to “required majority” of independent directors; Adviser has a formal allocation policy for opportunities where co‑investment is not possible; conflicts acknowledged and procedurally mitigated .
- Ownership Concentration: Adviser holds 16.7% of LIEN common stock; Mr. Mazarakis may be deemed an indirect beneficial owner, though disclaims except to pecuniary interest .
Governance Assessment
-
Positives:
- Significant sector expertise in cannabis finance and operating leadership; broad operating and development track record enhances underwriting judgment in LIEN’s niche lending focus .
- Board structure has independent-led committees and a designated Lead Independent Director; independent executive sessions and CCO engagement support oversight .
- Attendance: ≥75% for all directors except one (Bohra) in FY 2024; supports engagement .
-
Risks / RED FLAGS:
- Interested director with dual role as Partner of the Adviser; material related-party economics via management and incentive fees; potential for perceived misalignment with common shareholders (external management model) .
- Large block (16.7%) held by Adviser to which he is affiliated; concentration raises influence/related-party optics; beneficial ownership disclaimed except pecuniary interest .
- Co‑investment and deal allocation conflicts inherent with affiliated funds/REIT; mitigated by allocation policy and SEC exemptive order but remains a governance sensitivity .
- No company-wide anti‑hedging policy adopted for employees/directors, which is below many governance best-practices and can signal alignment risk if hedging is used .
Note: Mr. Mazarakis, as an interested director, receives no LIEN director fees; incentive exposure is primarily through his affiliation with the Adviser (fee mechanisms summarized above) .