Martin Mellish
About Martin Mellish
Martin Mellish (born 1957) is an Independent Class II Director of Pearl Diver Credit Company Inc. (PDCC) and currently serves as Chairperson of the Audit Committee; he has served on PDCC’s Board since May 2024 and is up for election by preferred shareholders at the December 4, 2025 annual meeting to serve through 2028 if re-elected . Mellish is the founding director and now chairman of Aspen Advisory Services Ltd. (since 1994), trained at Price Waterhouse, and became a Massachusetts CPA in 1983; his education includes an M.Sc. in Health Care Delivery Science (Dartmouth), an SM in Management (MIT), and an M.Sc. in Accounting (Northeastern) . He qualifies as an Independent Director under the 1940 Act and NYSE standards applicable to closed-end funds .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aspen Advisory Services Ltd. | Chairman (2023–present); Chief Executive Officer (1994–2023) | 1994–present | Led a private investment office; chair since 2023 . |
| Alturki Holding | Financial Controller and Chief Financial Officer | 1984–1992 | Senior finance leadership at industrial investment company based in Saudi Arabia . |
| Price Waterhouse | Trainee; CPA (Massachusetts) | CPA registered 1983 | Public accounting training; CPA credential . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spectral AI Inc. (Nasdaq: MDAI) | Non-executive Director; Chair, Audit Committee | 2021–present | Leads audit oversight . |
| NuCana Ltd. (Nasdaq: NCNA) | Non-executive Director; Member, Audit Committee | 2009–present | Audit committee member . |
| Levitronix Technologies Inc. | Non-executive Director; Chair, Audit Committee | 2021–present | Audit chair . |
| Alturki Holding | Non-executive Director; Chair, Audit Committee | Not disclosed | Audit chair . |
| Saudi Readymix Concrete Company | Non-executive Director; Chair, Audit Committee | Not disclosed | Audit chair . |
| Kensington Green (Management) Limited | Non-executive Director; Chair, Estates Environment & Security Committee | 2007–present | Committee chair . |
| Massachusetts General Hospital | International Advisory Council (pro bono) | Not disclosed | Advisory role . |
Board Governance
- Independence: The Board has five directors, four of whom (including Mellish) are Independent Directors under the 1940 Act and NYSE standards applicable to closed-end funds .
- Committee assignments: Mellish serves on both standing committees and is Chairperson of the Audit Committee; independent directors (Everets, Jotwani, Mellish, Wilder) comprise the Audit Committee. The Governance & Nominating Committee includes all independent directors and is chaired by Tarun Jotwani .
- Audit Committee report signatory: Mellish signed the Audit Committee report as Chair, alongside Everets, Jotwani, and Wilder .
- Attendance: In FY 2024 the Board met 5 times; the Audit Committee and the Governance & Nominating Committee each met once. Each director attended at least 75% of aggregate Board and committee meetings during FY 2024 .
- Staggered board and election: Mellish is a Class II director; his current term expires at the 2025 annual meeting and, if elected by preferred shareholders, he will serve until 2028 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Independent Directors) | $100,000 | Paid to each director not employed by the Adviser . |
| Audit Committee Chair fee | $10,000 | Additional annual fee for audit chair (Mellish) . |
| Governance & Nominating Chair fee | $5,000 | Not applicable to Mellish (committee chaired by Jotwani) . |
| Aggregate compensation paid – FY 2024 (Mellish) | $50,103 | Reflects partial-year service (joined May 2024) . |
| Pension/retirement plan | None | Company does not maintain pension/retirement plans for directors . |
| D&O insurance | Yes | Company has obtained D&O insurance for directors and officers . |
Performance Compensation
| Component | Status | Details |
|---|---|---|
| Equity awards (RSUs/PSUs), options, performance metrics | Not disclosed; no equity or performance-based elements described for directors | Proxy describes cash fees and chair stipends; no equity grants, options, or performance metrics disclosed for non-employee directors . |
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committee Role |
|---|---|---|---|
| Spectral AI Inc. | Nasdaq: MDAI | Director | Chair, Audit Committee . |
| NuCana Ltd. | Nasdaq: NCNA | Director | Member, Audit Committee . |
- No related-party interlocks or business relationships involving Mellish and PDCC were disclosed; Governance & Nominating criteria emphasize absence of real or apparent conflicts for independent directors .
- To the Company’s knowledge, none of the Independent Directors or their immediate family members owned securities of the Adviser or its affiliates (outside registered investment companies) as of the record date, reducing direct adviser-conflict risk .
Expertise & Qualifications
- Financial expertise: Audit committee leadership across multiple companies; CPA (Mass., 1983) and Price Waterhouse training demonstrate accounting proficiency suitable for audit oversight .
- Industry experience: Extensive senior finance roles, including CFO at Alturki Holding; governance experience across multiple boards and audit committees .
- Education: Dartmouth (M.Sc. Health Care Delivery Science), MIT (SM – Management), Northeastern (M.Sc. Accounting) .
Equity Ownership
| Holder | Ownership Detail | Notes |
|---|---|---|
| Martin Mellish | Dollar range of PDCC equity securities: None | As of record date; directors as a group own <1% of common stock . |
Governance Assessment
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Strengths
- Audit Chair with deep accounting and audit oversight background; signed Audit Committee report, indicating active engagement .
- Independent status under 1940 Act/NYSE; full participation in core oversight committees; Board attendance ≥75% .
- Clear, cash-only director pay structure; modest incremental fee for audit chair; no pension obligations .
-
Watch items
- Ownership alignment: Proxy reports Mellish had no PDCC equity holdings as of the record date; directors as a group hold <1%—a potential alignment gap for investors focused on “skin in the game.” RED FLAG: No reported personal share ownership .
- Multiple external directorships/audit roles: While providing valuable expertise, the breadth of external commitments warrants continued monitoring for time/attention risk; attendance in 2024 met thresholds .
- Compensation committee structure: Independent director compensation is recommended by the Governance & Nominating Committee as there is no separate compensation committee—acceptable for an investment company but can centralize governance levers in one committee .
-
Conflicts/related-party exposure
- No Mellish-specific related-party transactions were disclosed; independent directors and their immediate family members had no reported securities ownership in the Adviser, mitigating adviser-side conflicts .