Howard Amster
About Howard Amster
Howard Amster, age 77, is an independent Class I director of PhenixFIN Corporation (PFX) since 2020, with a current term expiring in 2027 . He is not an “interested person” under the Investment Company Act of 1940 and brings extensive securities industry experience dating back to 1979, including convertible bond hedging/arbitrage, corporate finance, debt restructuring, and service on creditor committees; he also has long-standing real estate investment experience and significant share ownership in PFX, aligning his interests with stockholders . His principal occupations include President of Pleasant Lake Apts. Corp. (since 1992) and principal/registered representative at Ramat Securities Ltd. (since 1998), among other roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maple Leaf Financial & Geauga Savings Bank | Director; Major Shareholder; ALCO Committee Chair; Member loan/personnel/executive committees | 1988–early 2020 | Leadership in ALCO risk oversight; governance and credit committee contributions |
| Major NYSE Brokerage Firm (not named) | Co-managed convertible bond hedging & arbitrage | Not specified (from 1979 career background) | Corporate finance, debt restructuring, creditor claims; bankruptcy creditor committees |
| McDonald Partners LLC | Registered Representative | 2015–July 2020 | Client advisory and securities operations |
| Ramat Securities Ltd. | Principal, registered representative, investment advisor, financial options & operations principal | Since 1998 | Securities operations and advisory leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Horizon Group Properties, Inc. (formerly public REIT) | Director; Executive Committee member; Major shareholder | Since 2001 | Real estate governance and executive committee oversight; ~2M sq ft outlet malls/shopping center |
| Novation Companies, Inc. | Director | Not specified | Board oversight |
| Pleasant Lake Apts. Corp. | President | Since 1992 | Real estate investment in ~900 apartment units in Cleveland area |
Board Governance
- Independence status: Independent under NASDAQ rules and not an “interested person” as defined by the 1940 Act .
- Board classification: Class I director; since 2020; term expires 2027 .
- Committee assignments (FY2024/FY2025): Member, Nominating & Corporate Governance Committee; Member, Compensation Committee .
- Committee chairs: Nominating & Corporate Governance Chair is Arthur S. Ainsberg; Compensation Chair is Lowell W. Robinson (Amster is not a chair) .
- Attendance: In FY2024, the Board held 7 meetings; Audit 5; Nominating & Corporate Governance 1; Compensation 3; all directors attended at least 75% of the aggregate Board and committee meetings on which they served .
- Indemnification: PFX has indemnification agreements with directors, including advancement of expenses to the maximum extent permitted by Delaware law and the 1940 Act .
Fixed Compensation
Director compensation is cash-based; independent directors may optionally elect to receive fees in stock at the greater of NAV per share or market price, but no directors elected stock in FY2023 or FY2024 .
| Fiscal Year | Annual Retainer (Cash) | Committee Membership Fees | Chair Fees | Meeting Fees | Total Paid to Howard Amster |
|---|---|---|---|---|---|
| FY2024 | Policy: $150,000 for each independent director | Policy: $8,000 per member (Compensation); $8,000 per member (Nominating & Corporate Governance); Audit member $12,500 | Policy: Lead Independent $30,000; Audit Chair $25,000; Comp Chair $15,000; Nominating Chair $15,000 | $0 Board; $0 Committee | $166,000 (cash) |
| FY2023 | Pre–May 1, 2023: $100,000 base; plus per-meeting fees ($3,000 Board; $2,500 committee) and committee retainers; Effective May 1, 2023: moved to the FY2024 policy schedule | See policy shift above | See policy shift above | Pre–May 1, 2023: per-meeting fees applied; Post–May 1, 2023: $0 | $153,833 (cash) |
Notes: PFX does not maintain a stock or option plan, non-equity incentive plan, or pension plan for directors; independent directors could elect to receive fees in stock, but none did in FY2023 or FY2024 .
Performance Compensation
PFX does not provide performance-based compensation for directors (no stock/option plans, non-equity incentive plans, or director pension plans) .
| Component | Metrics/Targets | FY2024 Grant/Payment | Vesting/Triggers |
|---|---|---|---|
| Stock Awards (RSUs/PSUs) | None for directors | — | — |
| Option Awards | None for directors | — | — |
| Cash Bonus (Performance) | None for directors | — | — |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| Horizon Group Properties, Inc. | Director; Executive Committee member | Executive Committee | None disclosed in PFX filings; Related party transactions section states “None.” |
| Novation Companies, Inc. | Director | Not disclosed | None disclosed in PFX filings |
Expertise & Qualifications
- Securities industry since 1979; roles include investor, registered representative, investment advisor, principal; co-managed convertible bond hedging/arbitrage department .
- Corporate finance, debt restructuring, creditor claims, and service on creditor committees in bankruptcy proceedings .
- Real estate investor in ~900-unit apartment projects in Cleveland; executive committee service at a real estate operating company; significant PFX share ownership .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Record Date | Dollar Range of Equity | Reference Price |
|---|---|---|---|---|---|
| Howard Amster | 263,536 | 13.0% (based on 2,019,778 shares outstanding) | January 13, 2025 | Over $100,000 | $49.00 closing price on Record Date |
- Beneficial ownership includes personal holdings; holdings via Pleasant Lakes Apts. Limited Partnership (through Pleasant Lake Apts. Corp. as General Partner); and trusts listed in Form 4 filed November 22, 2024 .
- Insider trade activity: Purchase of 639 shares at $49.31 on June 17, 2025 (director and 10% owner) ; Form 4 filed June 20, 2025 confirms status and reporting .
Governance Assessment
- Alignment: High insider ownership (13.0%) suggests strong alignment with stockholders; Amster’s ownership spans personal, partnership, and trust holdings .
- Independence: Board affirms his independence under NASDAQ/1940 Act; committee memberships limited to independent directors .
- Attendance/Engagement: Met or exceeded the 75% attendance threshold in FY2024; serves on two key governance committees .
- Compensation: Director pay is cash retainer plus modest committee fees; no equity awards or performance pay for directors—reduces pay-related conflicts, but limits equity-based alignment via compensation; independent directors may elect stock in lieu of cash but none did in FY2024/FY2023 .
- Related-party/Conflicts: Company discloses “None” under related party transactions; no loans or transactions involving Amster reported .
- Additional governance context: Historical standstill agreement (Aug 19, 2020) involving Amster referenced in exhibits (Medley Capital/PhenixFIN), indicating prior negotiated governance arrangements typical of activist/shareholder engagement .
- Shareholder feedback: Say-on-pay for NEOs approved at 2024 annual meeting, indicating general investor support for compensation governance framework (executive pay oversight led by Compensation Committee on which Amster serves) .
RED FLAGS
- Concentration risk: As a 13% holder, Amster wields significant influence; while the Board deems him independent under the 1940 Act/NASDAQ framework, investors often scrutinize large-shareholder directors for potential undue influence or entrenchment dynamics .
- Equity instruments: No director equity grants or option programs; while this avoids pay-driven conflicts, it places alignment reliance on personal share ownership rather than structured ownership guidelines. No director stock ownership guidelines disclosed for directors .
Committee Composition Snapshot (FY2024/FY2025)
- Nominating & Corporate Governance: Arthur S. Ainsberg (Chair); Howard Amster (Member); Karin Hirtler-Garvey (Member) .
- Compensation: Lowell W. Robinson (Chair); Howard Amster (Member); Arthur S. Ainsberg (Member); Karin Hirtler-Garvey (Member) .
- Audit: Karin Hirtler-Garvey (Chair); Arthur S. Ainsberg (Member); Lowell W. Robinson (Member) .
Meeting Activity (FY2024)
- Board: 7; Audit: 5; Nominating & Corporate Governance: 1; Compensation: 3; Amster attended ≥75% of the aggregate meetings for the Board and committees on which he served .
Director Compensation Policy Details (as of May 1, 2023 and FY2024)
- Annual retainer: $150,000 for each independent director .
- Chair retainers: Lead Independent $30,000; Audit Chair $25,000; Compensation Chair $15,000; Nominating Chair $15,000 .
- Committee membership: Audit member $12,500; Compensation/Nominating member $8,000 .
- Per-meeting fees: $0 Board; $0 Committee .
- Election in stock: Option to receive fees in common stock at the greater of NAV or market price; no directors elected stock for FY2023/FY2024 .
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| FY2024 | $166,000 | — | $166,000 |
| FY2023 | $153,833 | — | $153,833 |
Performance Compensation
| Component | FY2024 | FY2023 | Notes |
|---|---|---|---|
| Non-Equity Incentive Plan | — | — | No director incentive plan |
| Stock Awards (RSUs/PSUs) | — | — | No director stock plan |
| Option Awards | — | — | No director option plan |
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 263,536 |
| Percent of class | 13.0% (2,019,778 shares outstanding) |
| Dollar range of equity | Over $100,000 |
| Reference price/date | $49.00 closing price on Record Date (Jan 13, 2025) |
| Beneficial ownership sources | Personal; Pleasant Lakes Apts. LP via Pleasant Lake Apts. Corp.; various trusts per Form 4 (Nov 22, 2024) |
| Pledging/Hedging | Not disclosed in proxy |
Insider Trades (Selected)
| Trade Date | Filing Date | Type | Shares | Price | Resulting Holdings | Source |
|---|---|---|---|---|---|---|
| 2025-06-17 | 2025-06-20 | Purchase | 639 | $49.31 | 263,975 (as reported) | |
| 2024-11-22 | 2024-11-22 | Form 4 filing (trust/related beneficial holdings) | — | — | See Form 4 details | |
| 2025-06-20 | 2025-06-20 | Form 4 filing (status and holdings) | — | — | Director; 10% owner |
Governance Assessment
- Overall: Strong alignment through meaningful personal ownership and active committee service; independent status affirmed under BDC governance standards .
- Compensation: Cash-heavy structure with transparent retainers and no equity awards for directors; optional stock election unused in recent years .
- Risks/Flags: Large beneficial ownership (13%) merits monitoring for potential influence—though no related party transactions disclosed, and independence affirmed .
- Shareholder sentiment: Executive say-on-pay approval in 2024 supports compensation governance under a committee that includes Amster .
Additional Notes
- Committee charters are publicly available and outline responsibilities (e.g., Compensation Committee authority to retain advisors), reflecting formal governance processes .
- Related party transactions: “None” disclosed, reducing conflict risk signals .
- Board diversity policy: Nominating committee considers diversity broadly but has no formal policy; committee currently includes Amster as an independent member .