Gerald Cummins
About Gerald Cummins
Gerald Cummins (age 70) serves as Oxford Square Capital Corp.’s Chief Compliance Officer (CCO) under an agreement with ACA Group, LLC; he has held the role since June 2015. He holds a B.A. in Mathematics from Fordham University and has a 35+ year compliance and operations background including Managing Director roles at Bear Stearns Asset Management and CCO/CFO roles at alternative asset managers; he also currently serves as CCO across multiple Oxford-affiliated entities (Oxford Square Management, Oxford Lane Capital Corp., Oxford Lane Management, Oxford Gate Management, Oxford Park Income Fund, Oxford Park Management, and Oxford Funds) and is a Director of ACA Group, LLC . OXSQ discloses that officers do not receive direct compensation from the company; compensation for the CCO is paid via fees to ACA Group (see Compensation) and no individual performance metrics (TSR, revenue/EBITDA growth) are tied to his pay in the proxy/10-K .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ACA Group, LLC | Director; CCO to several unaffiliated BDCs/private credit managers | Since Jun-2014 | Oversight of compliance programs across multiple credit vehicles |
| Barclays Capital Inc. | Consultant (compliance projects) | 2012–2013 | Pricing/valuation compliance, assessments, policy/procedure development |
| BroadArch Capital | Chief Operating Officer & Chief Compliance Officer | 2010–2011 | Led operations and compliance for long/short equity manager |
| New Castle Funds | Chief Financial Officer & Chief Compliance Officer | 2009–2011 | Finance and compliance leadership at predecessor to BroadArch |
| Bear Stearns Asset Management (BSAM) | Managing Director; senior compliance/controllers/operations risk positions | 25 years (dates not specified) | Senior control functions across compliance, controllers and ops risk |
External Roles
| Organization | Role | Years |
|---|---|---|
| Oxford Square Management | Chief Compliance Officer | Current |
| Oxford Lane Capital Corp. | Chief Compliance Officer | Current |
| Oxford Lane Management, LLC | Chief Compliance Officer | Current |
| Oxford Funds | Chief Compliance Officer | Current |
| Oxford Gate Management | Chief Compliance Officer | Current |
| Oxford Park Income Fund, Inc. | Chief Compliance Officer | Since 2023 |
| Oxford Park Management | Chief Compliance Officer | Since 2023 |
| ACA Group, LLC | Director | Since Jun-2014 |
Fixed Compensation
| Category | FY 2023 | FY 2024 |
|---|---|---|
| Officers’ direct compensation from OXSQ | None disclosed; officers do not receive direct compensation | None disclosed; officers do not receive direct compensation |
| Fees accrued to ACA Group, LLC for CCO services (Cummins) | ~$120,000 | ~$120,000 |
Notes:
- CFO/treasurer/controller/admin compensation is paid by Oxford Funds and reimbursed by OXSQ based on time allocation; not applicable to Cummins’ ACA arrangement .
Performance Compensation
OXSQ did not grant stock options or similar instruments in FY 2024 and discloses no bonus/PSU/RSU programs or performance metric frameworks for officers (officers are not directly compensated by OXSQ) .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable (no OXSQ officer performance pay disclosed) | — | — | — | — | — |
Equity Ownership & Alignment
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Shares beneficially owned | — (none disclosed) | — (none disclosed) | — (none disclosed) |
| Ownership % of shares outstanding | — | — | — |
Policies affecting alignment and trading:
- Hedging is prohibited for Covered Persons, except covered call writing with pre-clearance from the CCO .
- Holding OXSQ securities in margin accounts or pledging OXSQ securities as loan collateral is prohibited; a narrow exception may be approved by the CCO upon demonstration of capacity to repay without resort to pledged securities .
- All transactions by Covered Persons (including gifts, pledges, hedges and 10b5-1 plans) require pre-clearance from the CCO (Gerald Cummins); quarterly and event-specific blackout periods apply .
Employment Terms
- Appointment/tenure: Chief Compliance Officer since June 2015 under an agreement between OXSQ and ACA Group, LLC .
- Structure: Cummins functions as CCO via ACA; OXSQ pays fees to ACA for CCO services; officers receive no direct compensation from OXSQ .
- Severance/change-of-control: No severance, change-of-control, or accelerated vesting terms for Cummins are disclosed in the proxy/10-K .
- Clawbacks/ownership guidelines: No officer clawback policy or stock ownership guidelines for officers disclosed; insider trading/hedging/pledging restrictions are specified and enforced by the CCO .
Investment Implications
- Pay-for-performance alignment: As an externally compensated CCO (fees to ACA) with no direct OXSQ officer pay or equity awards, Cummins’ compensation is not tied to OXSQ operating metrics (TSR, revenue, EBITDA), lowering traditional pay-for-performance alignment but aligning toward regulatory compliance effectiveness .
- Insider selling pressure: Beneficial ownership shows no shares for Cummins, implying limited direct selling pressure or alignment via personal stake .
- Trading and pledging risk controls: Cummins sits as gatekeeper for pre-clearance, hedging exclusions, margin/pledging prohibitions, and blackout administration—these reduce misalignment risks and opportunistic trading across insiders but concentrate process risk in the CCO function .
- Retention/transition risk: His role is delivered through ACA Group; stability appears consistent with recurring disclosed annual fees (~$120k) but specific severance/change-of-control economics or auto-renewal terms are not disclosed, leaving contract continuity a key watchpoint .
- Related-party/affiliation context: Cummins’ simultaneous CCO roles across multiple Oxford affiliates and ACA directorship increase reliance on consistent cross-entity compliance standards; OXSQ discloses broader affiliate relationships and potential conflicts relating to other executives’ cross-entity obligations (not specific to Cummins) .