Ellida McMillan
About Ellida McMillan
Ellida McMillan is the Chief Financial Officer of PhenixFIN Corporation (PFX) and is 57 years old; she has served as CFO since the company’s internalization effective January 1, 2021, with initial base salary set at $300,000 and a discretionary bonus opportunity up to $200,000 at appointment . Under management from FY2021–FY2024, the company reported cumulative TSR values (value of $100 initial investment) of 240.61 (2021), 196.27 (2022), 213.27 (2023), and 275.54 (2024), while net investment income moved from $18.5 million to $4.7 million and NAV per share rose from $57.08 to $79.37, indicating material NAV/share accretion despite lower NII . Ms. McMillan previously served as CFO and COO of Alcentra Capital Corp. (NASDAQ-traded BDC), where she developed the financial and operating infrastructure, oversaw its IPO and initial NASDAQ listing, and participated in corporate M&A and strategic processes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PhenixFIN Corporation | Chief Financial Officer | Jan 2021–present | CFO for internally managed BDC; compensation tied to NAV and NAV/share outcomes |
| Alcentra Capital Corporation | Chief Financial Officer & Chief Operating Officer | Apr 2017–Feb 2020 | Developed financial/operating infrastructure; oversaw IPO and NASDAQ listing; engaged in M&A/strategic processes |
| Alcentra Capital Corporation | Chief Accounting Officer, Treasurer & Secretary | Nov 2013–Apr 2017 | Built finance function prior to elevation to CFO/COO |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| NSG Captive, Inc. | Director | Since Jan 2024 | Board service disclosed in executive officer biography |
| National Security Group Holdings | Director | Since Oct 2024 | Board service disclosed in executive officer biography |
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2024 |
|---|---|---|
| Base Salary | $350,000 | $350,000 |
| Target Bonus % of Base | 75% | 80% |
| Actual Annual Bonus Paid | $264,928 | $360,640 |
Key features:
- Executives serve at will; neither Ms. McMillan nor the CEO has an employment agreement with the Company .
- Annual bonuses are discretionary, evaluated against NAV per share, NAV, NII/share, stock performance, operating expenses, and individual strategic goals, with the Compensation Committee using independent consultant input and market practices for internally managed BDCs .
Performance Compensation
Long-Term Cash Incentive Plan (CIP) awards for Ms. McMillan:
| Plan | Performance Period | Metrics/Weighting | Target Award ($) | Actual Payout ($) | Vesting/Payment Timing |
|---|---|---|---|---|---|
| 2022 LTIP Plan | Oct 1, 2021 – Sep 30, 2024 | NAV (30%), NAV per share (70%) | $380,000 | $599,260 | Paid after completion of cycle on Sep 30, 2024 |
| 2023 LTIP Plan | Oct 1, 2022 – Sep 30, 2025 | NAV (20%), NAV per share (80%) | $380,000 | In progress (no payout yet) | Expected post Sep 30, 2025 |
| 2024 LTIP Plan | Oct 1, 2023 – Sep 30, 2026 | Performance goals under CIP; NAV/NAV per share used; threshold/target/max similar to 2022 plan | $380,000 | In progress | Expected post Sep 30, 2026 |
| 2025 LTIP Plan | Oct 1, 2024 – Sep 30, 2027 | Performance goals under CIP; NAV/NAV per share used; structure similar to 2022 plan | $425,000 | In progress | Expected post Sep 30, 2027 |
Notes:
- CIP payouts range 0–200% of target, with linear interpolation between threshold/target/max for each performance goal; no accrual recorded in FY2022, with accruals recorded subsequently as cycles progressed .
- Annual bonuses are separate from CIP and are discretionary as described in “Fixed Compensation” .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 2,336 shares beneficially owned as of Jan 13, 2025 |
| Shares Outstanding | 2,019,778 shares outstanding as of Jan 13, 2025 |
| Ownership % of Class | Less than 1% |
| Stock Ownership Guidelines | Not disclosed in proxy |
| Hedging Policy | Officers/directors prohibited from engaging in hedging transactions; all trades require pre-clearance |
| Pledging | No pledging disclosure noted |
Governance context:
- Delinquent Section 16(a) reporting: none identified for FY2024 .
- Related party transactions: none disclosed .
Employment Terms
- At-will employment; no fixed-term employment agreements or auto-renewal clauses for CFO and CEO .
- Appointment effective Jan 1, 2021 with initial base salary of $300,000 and discretionary bonus up to $200,000; current 2024 base salary $350,000 .
- Code of Ethics/Insider Trading Policy: pre-clearance required; hedging prohibited; Sarbanes-Oxley Code for CEO/CFO; compliance reporting to the Board .
- Severance, change-of-control economics, clawbacks, tax gross-ups, deferred compensation, pensions/SERP, and perquisites: not disclosed for executives in the proxy .
Performance & Track Record
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Company TSR (value of $100 investment) | 240.61 | 196.27 | 213.27 | 275.54 |
| Peer Group TSR (S&P BDC Index) | 154.34 | 131.45 | 176.69 | 205.43 |
| Net Investment Income ($000s) | 18,523 | 3,431 | 6,510 | 4,734 |
| NAV per Share ($) | 57.08 | 57.49 | 70.75 | 79.37 |
Highlights and context:
- Compensation philosophy emphasizes NAV per share, NAV, and NII/share as primary performance measures linking pay to outcomes, consistent with 1940 Act constraints on formulaic incentive plans for BDCs .
- Compensation Committee retained Pearl Meyer in FY2024 to benchmark competitive compensation for internally managed BDCs and advise on mix/levels; Committee independent .
Compensation Committee Analysis
- Committee composition: Lowell Robinson (Chair), Arthur Ainsberg, Karin Hirtler-Garvey, Howard Amster; all independent under NASDAQ and not “interested persons” under the 1940 Act .
- Independent consultant: Pearl Meyer engaged in FY2024; determined independent; provided market benchmarking for internally managed BDC peers .
- Meeting cadence in FY2024: Board (7), Audit (5), Nominating (1), Compensation (3); ≥75% attendance by all directors .
Say-on-Pay & Shareholder Feedback
- FY2024 say-on-pay proposal approved by shareholders; Board maintains annual say-on-pay frequency consistent with prior shareholder advisory vote .
Compensation Structure Analysis
- Shift from pure cash (salary + discretionary bonus) post-internalization to inclusion of multi-year performance-based long-term cash awards (CIP) beginning in 2022, with explicit NAV and NAV/share weightings and target-to-max payout ranges .
- Evolving CIP design: weighting increased toward NAV per share (80%) in the 2023 cycle, emphasizing per-share value creation; target LTIP award for CFO increased to $425,000 for the 2025 cycle, signaling higher at-risk pay tied to multi-year outcomes .
- No equity grants (RSUs/PSUs/options) disclosed for executives; directors have no stock/option plans, though independent directors may elect fees in stock; no shares were issued in lieu of cash in FY2024 .
Investment Implications
- Alignment: Incentives primarily tied to NAV and NAV per share over multi-year cycles, with higher weighting to NAV/share from 2023 onward, supporting per-share value discipline; however, low personal share ownership (<1%) suggests limited direct “skin in the game” beyond at-risk cash incentives .
- Selling pressure: Absence of equity awards (RSUs/options) reduces forced selling from vesting events; insider trading policy prohibits hedging and requires pre-clearance, which may dampen opportunistic trading signals .
- Retention risk: At-will employment without disclosed severance/change-of-control terms could increase turnover risk, but the multi-year cash LTIP cycles (2023–2027) create retention hooks via pending payouts tied to performance outcomes .
- Performance linkage: NAV per share increased materially from $57.08 to $79.37 during FY2021–FY2024 while NII fluctuated and trended lower, indicating that pay levers emphasize book value accretion rather than near-term income, which may align with value-creation strategies in credit/BDC contexts .