David Lorber
About David Lorber
David A. Lorber (age 46) is Chairman and Chief Executive Officer of PhenixFIN Corporation (PFX), roles he has held since January 1, 2021 after joining the board in 2019 . Under his leadership, NAV per share rose from $57.08 (FY2021) to $79.37 (FY2024), and the company reported cumulative Company TSR values (value of initial $100) of 240.61 (2021), 196.27 (2022), 213.27 (2023), and 275.54 (2024) as disclosed in Pay vs. Performance tables; net investment income (NII) was $18.5m (2021), $3.43m (2022), $6.51m (2023), and $4.73m (2024), highlighting a mix of capital appreciation and fluctuating income performance . FY2024 total investment income increased to $22.18m from $20.13m (FY2023) and $15.54m (FY2022), and NAV per share grew 12% YoY to $79.37; the company also completed the acquisition of approximately 80% of National Security Group on October 1, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FrontFour Capital Group LLC | Co‑Founder, Managing Member, Portfolio Manager | Since Jan 2007 | Activist/credit-focused investment experience leveraged for PFX portfolio origination, governance, and capital allocation . |
| FrontFour Capital Corp. | Co‑Founder, Principal | Since Jan 2011 | Additional investment adviser platform and network . |
| Pirate Capital LLC | Senior Investment Analyst | 2003–2006 | Event-driven and activist investing background . |
| Vantis Capital Management LLC | Analyst | 2001–2003 | Hedge fund research and analysis; small/mid-cap focus . |
| Cushman & Wakefield, Inc. | Associate | 2000–2001 | Real assets exposure complements PFX real estate/credit investments . |
External Roles
| Organization | Capacity | Dates | Notes |
|---|---|---|---|
| NSG Captive, Inc.; National Security Group Holdings; ECC Capital Corp. | Director | NSG Captive (Jan 2024), NSG Holdings (Oct 2024), ECC (Apr 2024) | Aligns with PFX’s strategic insurance and specialty finance initiatives . |
| FrontFour Capital | Director | Ongoing | Governance and investment stewardship . |
| GSR II Meteora Acquisition Corp. (NASDAQ: GSRM) | Director | Feb 2022 – Jun 2023 | SPAC governance experience . |
| Ferro Corporation (NYSE: FOE) | Lead Director; Chair, Governance & Nominating; Member, Compensation | 2013 – 2022 | Public co. governance and comp oversight . |
Fixed Compensation
| Year | Base Salary | Target Bonus % | Actual Bonus Paid |
|---|---|---|---|
| 2024 | $530,000 | 137.5% of base | $938,630 |
| 2023 | $530,000 | 137.5% of base | $1,395,000 |
| 2022 | $495,000 | 137.5% of base | $686,921 |
Notes:
- Bonuses are discretionary, guided by NAV per share, NII per share, stock price performance, operating expense ratios, and individual strategic goals; committee retained Pearl Meyer for benchmarking .
Performance Compensation
| LTIP Cycle | Metric Weighting | Target Award | Actual/Payout | Vesting/Timing | Comments |
|---|---|---|---|---|---|
| 2022 LTIP (cycle 10/1/2021–9/30/2024) | NAV (30%); NAV/share (70%) | $890,000 | $1,403,530 paid (Sep 30, 2024) | Paid at end of cycle | Performance goals achieved above target; linear interpolation framework . |
| 2023 LTIP (10/1/2022–9/30/2025) | NAV (20%); NAV/share (80%) | $890,000 | Not yet disclosed | End-of-cycle | Same design; payout 0–200% of target . |
| 2024 LTIP (10/1/2023–9/30/2026) | NAV & NAV/share (separately evaluated) | $890,000 | Not yet disclosed | End-of-cycle | Same structure; linear interpolation . |
| 2025 LTIP (10/1/2024–9/30/2027) | NAV & NAV/share (separately evaluated) | $1,000,000 | Not yet disclosed | End-of-cycle | Increased target reflecting scale . |
- Annual cash bonus metrics considered include NAV per share, NII per share, stock price performance, and operating expenses vs equity, plus individual strategic goals .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | % of Class | Ownership Notes |
|---|---|---|---|
| Jan 13, 2025 | 223,805.416 | 11.1% | Includes 81,662.416 shares beneficially owned via FrontFour Master Fund; also 3,289 shares in spouse’s IRA; Lorber disclaims beneficial ownership except to pecuniary interest . |
| Feb 15, 2024 | 187,099.416 | 9.1% | Includes 81,662.416 via FrontFour Master Fund; 2,440 shares in spouse’s IRA . |
| Mar 2, 2023 | 178,722.416 | 8.5% | Includes 81,662.416 via FrontFour Master Fund; 2,440 shares in spouse’s IRA . |
Additional alignment and trading policies:
- Hedging of company stock by officers and directors is prohibited; trades require pre‑clearance under the Code of Ethics/Insider Trading Policy . Similar prohibitions were in prior proxies .
- No pledging disclosures were identified in the proxies; no related party transactions reported (“None”) .
Employment Terms
| Item | Disclosure |
|---|---|
| Employment agreement | None; serves at the pleasure of the Board . |
| Severance; change‑of‑control (CoC) | Not disclosed. |
| Clawback | Not disclosed in proxies; company notes codes/policies and compliance program . |
| Non‑compete / non‑solicit / garden leave | Not disclosed. |
| Post‑termination consulting | Not disclosed. |
| Stock ownership guidelines | Not disclosed for executives; directors may elect to receive fees in stock (no issuances in FY2024) . |
Board Governance (Dual-Role Implications)
- David Lorber is both Chairman and CEO (interested person under the 1940 Act), with Arthur S. Ainsberg serving as Lead Independent Director to provide counterbalance .
- All key committees (Audit; Nominating & Corporate Governance; Compensation) are composed solely of independent directors; FY2024 meetings: Board (7), Audit (5), Nominating (1), Compensation (3); all directors attended ≥75% of meetings .
- As an “interested” Chairman/CEO, independence risks are mitigated via regular executive sessions of independent directors, a designated Lead Independent Director, and robust committee structures .
Director Compensation (for Mr. Lorber as Director)
- As an “interested director,” Lorber receives no director fees; independent directors are paid retainers/fees per policy .
Performance & Track Record
| Metric | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|
| Company TSR (value of $100) | 240.61 | 196.27 | 213.27 | 275.54 |
| NAV per share ($) | 57.08 | 57.49 | 70.75 | 79.37 |
| Net Investment Income ($000s) | 18,523 | 3,431 | 6,510 | 4,734 |
| Total Investment Income ($m) | — | 15.54 | 20.13 | 22.18 |
Notable developments:
- NAV/share increased 12% YoY to $79.37 (FY2024); portfolio weighted average yield ~12.3% on income-producing investments; completed ~80% acquisition of NSG on Oct 1, 2024 .
- Credit facility upsized to $87.5m (Aug 5, 2024); special dividend of $1.31/share paid Jun 10, 2024 .
- Compensation “Say-on-Pay” was approved by shareholders in 2023 and 2024, and again presented in 2025 on an annual basis .
Compensation Structure Analysis
- Mix shifts: Compensation relies on cash base, discretionary cash bonus, and multi‑year cash LTIP; no equity awards disclosed—reduces dilution but may lower long‑dated alignment versus RSUs/options typical in other sectors .
- Metrics: LTIP emphasizes NAV and NAV/share (majority weight), tightly linking pay to book value growth per share; discretionary bonus references NAV/share, NII/share, stock performance, and cost discipline .
- Governance practices: Independent Compensation Committee, use of independent consultant (Pearl Meyer), and annual Say‑on‑Pay provide guardrails; no employment agreement or guaranteed severance reduces fixed retention costs .
Risk Indicators & Red Flags
- Dual role (CEO + Chairman) introduces potential concentration of authority; mitigated by Lead Independent Director and independent committees .
- Hedging prohibited; no pledging disclosures identified .
- Related party transactions: none reported .
- No disclosures of repricing/modification of equity awards, tax gross‑ups, or clawback enforcement history in proxies reviewed .
Compensation Peer Group & Shareholder Feedback
- Peer methodology: Committee benchmarks against internally managed BDCs and market data, with Pearl Meyer advising; specific peer list not disclosed .
- Say‑on‑Pay: Approved by requisite vote in recent years; board has adopted annual frequency .
Expertise & Qualifications
- Extensive activist/credit investing background; prior service as Lead Director and compensation/governance chair at a public company supports board oversight and capital allocation discipline .
Investment Implications
- Alignment: High personal ownership (11.1% of shares outstanding as of Jan 13, 2025) and LTIP focus on NAV/share create strong incentives for per‑share value creation and capital discipline .
- Retention: Absence of an employment agreement or severance could pose retention risk, partly offset by meaningful ownership and multi‑year LTIPs .
- Trading signals: No Form 4 transactions surfaced here; hedging is prohibited; continued growth in personal stake and lack of hedging are supportive signals; monitor future Section 16 filings for any selling pressure (we did not find Form 4s via this search) .
- Governance: Dual Chairman/CEO structure merits continued monitoring; mitigants (Lead Independent Director, independent committees, regular executive sessions) are in place .
- Performance linkage: LTIP payouts track multi‑year NAV/share performance; FY2024 LTIP payout to Lorber ($1.40m) coincided with double‑digit NAV/share growth and strategic deployment (e.g., NSG) .
Appendix: Board Service & Committee Roles
- Chairman & CEO (Class I, term expires 2027); not independent. Lead Independent Director: Arthur S. Ainsberg. Independent committees: Audit (Chair: Karin Hirtler‑Garvey), Compensation (Chair: Lowell W. Robinson), Nominating & Corporate Governance (Chair: Arthur S. Ainsberg). FY2024 meetings: Board 7; Audit 5; Nominating 1; Compensation 3; ≥75% attendance for all directors .