Arthur Ainsberg
About Arthur S. Ainsberg
Arthur S. Ainsberg, age 78, is an independent director of PhenixFIN Corporation (PFX) who has served on the Board since 2011. He is the Board’s Lead Independent Director, Chair of the Nominating & Corporate Governance Committee, and a member of both the Audit and Compensation Committees; the Board has determined he is independent under the 1940 Act and he is designated an “audit committee financial expert.” He has over 40 years of financial services experience, including senior operating and oversight roles at major institutions. He is nominated for re‑election to a three‑year term expiring in 2028.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lehman Brothers Inc. (in liquidation) | Chief Operating Officer | Aug 2009 – Jun 2011 | Led operations in the largest and most complex US bankruptcy |
| Morgan Stanley & Co. | Independent Consultant (Global Research Analyst Settlement) | Dec 2003 – Jul 2009 | Selected/monitored independent research providers for Morgan Stanley’s clients |
| Brahman Capital Corp. | Chief Operating Officer | 1996 – 2000 | COO at investment partnership |
| Bessent Capital Corp. | Chief Operating Officer | 2001 | COO at investment partnership |
| NY State Board for Public Accountancy | Chairman; Member | Chair 1999 – 2000; Member 1993 – 2001 | Oversight of public accountancy in NY |
| NASD District 10 Board | Member | 1998 – 2000 | Self-regulatory oversight (pre-FINRA) |
External Roles
| Organization | Role | Tenure | Committee Positions/Notes |
|---|---|---|---|
| Nomura Securities International, Inc. | Director; Audit Committee Chair; Compliance Committee member | 1996 – Dec 2014 | Chaired Audit, member of Compliance |
| Nomura Global Financial Products, Inc. | Director | Sep 2012 – Dec 2014 | Board service |
| Nomura Holding America, Inc. | Director | Jul 2013 – Dec 2014 | Board service |
| AG Mortgage Investment Trust (NYSE: MITT) | Director | May 2013 – Jun 2020 | REIT investing in mortgage assets |
| National Financial Partners Corporation | Director | Jul 2003 – May 2012 | Independent financial services distribution company |
Board Governance
- Lead Independent Director; committee roles: Chair, Nominating & Corporate Governance; member, Audit and Compensation; designated an audit committee financial expert.
- Independence: Board determined Ainsberg is not an “interested person” under Section 2(a)(19) of the 1940 Act; meets NASDAQ independence standards for committee service.
- Board leadership: CEO David Lorber serves as Chair; independent directors (led by Ainsberg) hold regular executive sessions without management.
- Attendance and engagement: In FY 2024, Board held 7 meetings; Audit 5; Nominating & Corporate Governance 1; Compensation 3; all directors attended at least 75% of meetings and all directors attended the 2024 annual meeting.
| Body | FY 2024 Meetings |
|---|---|
| Board of Directors | 7 |
| Audit Committee | 5 |
| Nominating & Corporate Governance Committee | 1 |
| Compensation Committee | 3 |
Fixed Compensation
- FY 2024 Director Fees (cash): $215,500 for Ainsberg; no stock awards granted.
- Independent directors may elect to receive fees in stock at the greater of NAV or market price; no such elections in FY 2024.
- Effective May 1, 2023 fee structure (applicable through FY 2024) below; Ainsberg’s roles imply the following components:
| Component | Amount (USD) |
|---|---|
| Annual retainer – Independent Director | $150,000 |
| Lead Independent Director retainer | $30,000 |
| Nominating & Corporate Governance Committee Chair | $15,000 |
| Audit Committee member retainer | $12,500 |
| Compensation Committee member retainer | $8,000 |
| Per-meeting fees (Board/Committees) | $0 / $0 |
| Total FY 2024 paid | $215,500 |
Performance Compensation
- Stock/Option awards for directors: None; no non‑equity incentive, pension, or option plans for directors.
- Stock election utilization FY 2024: None (no shares issued to independent directors in lieu of cash).
| Performance-linked component | Terms | FY 2024 Outcome |
|---|---|---|
| Equity awards (RSUs/PSUs/options) | Not maintained for directors | None |
| Meeting fees | Eliminated in current structure | $0 |
Other Directorships & Interlocks
- Current/prior public boards include AG Mortgage Investment Trust (REIT), multiple Nomura entities, and National Financial Partners; these roles provide extensive audit and compliance oversight experience. No related party transactions disclosed by PFX.
- Committee roles at external boards (e.g., Audit Chair at Nomura Securities Intl.) indicate strong financial oversight credentials.
Expertise & Qualifications
- 40+ years in financial services; deep public and financial accounting expertise for financial services companies; designated “audit committee financial expert.”
- Senior operating roles in complex restructurings and compliance contexts (Lehman liquidation COO; Morgan Stanley independent consultant under research settlement).
- Author of leadership and medical history books, indicating broader communication and analytical skill set.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Dollar Range (Record Date price $49) |
|---|---|---|---|
| Arthur S. Ainsberg | 1,000 | <1% (“*”) | $10,001 – $50,000 |
- Trading policies: Officers and directors require pre‑clearance for trades; hedging transactions in Company stock are prohibited.
Governance Assessment
- Board effectiveness: Ainsberg serves as Lead Independent Director and chairs Nominating & Corporate Governance, reinforcing independent oversight; he is an audit committee financial expert across committees. Meeting cadence and >75% attendance support engagement.
- Alignment: Director compensation is cash‑heavy; no director equity grants and modest personal ownership (1,000 shares) suggest limited “skin in the game,” though directors can elect stock in lieu of cash and the Lead Independent retainer and chair/member roles align pay with responsibilities.
- Conflicts and red flags: PFX discloses “None” for related party transactions in the proxy; pre‑clearance and anti‑hedging policies mitigate trading-related risks. No delinquent Section 16 filings; all directors attended the 2024 annual meeting.
- Compensation committee practices: Committee includes Ainsberg; retained independent consultant (Pearl Meyer) with independence affirmed; pay philosophy emphasizes NAV/NAV per share and net investment income for executives, indicating a performance‑aware governance environment.
Overall, Ainsberg’s long-tenured financial oversight background and current leadership roles support board independence and process quality; the main investor‑alignment caveat is low direct equity ownership given the absence of director equity grants, partially offset by governance safeguards and committee leadership responsibilities.