Karin Hirtler-Garvey
About Karin Hirtler-Garvey
Karin Hirtler-Garvey is an independent Class III director of PhenixFIN Corporation (PFX), serving since 2011; her current term expires in 2026. She is age 68 and is designated by the Board as an “audit committee financial expert.” A Certified Public Accountant, she has extensive senior management and board experience across banking, insurance, asset management, and retail, and the Board has determined she is independent and not an “interested person” under the 1940 Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ally Financial Inc. | Chief Risk Executive | May 2009 – Dec 2011 | Led enterprise risk; prior GMAC/Residential Capital board service |
| Residential Capital LLC (GMAC subsidiary) | Director | Jun 2008 – Jun 2009 | Board role during restructuring period |
| Bank of America | COO, Global Markets; President, Trust and Credit Banking Products; CFO/COO, Wealth & Investment Management | 1995 – 2005 | Senior operating and finance leadership across divisions |
| Real estate venture (NJ) | Principal | Mar 2005 – Dec 2008 | Start-up leadership |
External Roles
| Organization | Status | Role | Tenure | Committees/Impact |
|---|---|---|---|---|
| Victory Capital Holdings | Public | Director; Audit Committee Chair | Oct 2014 – present | Audit oversight at public asset manager |
| USAA Federal Savings Bank | Private | Director; Risk Committee Chair; member Finance & Audit, Risk, Nominating & Governance | Risk Chair since Jan 2010; Comp Chair Jun 2018 – Dec 2019 | Long-tenured risk leadership |
| CoAction Specialty Insurance Inc. (f/k/a ProSight Global Holdings) | Private | Director; Audit Chair; Risk Committee member | Aug 2021 – present | Audit leadership in specialty insurance |
| VA Capital Management | Private | Director | Aug 2018 – present | Board oversight in annuities |
| Validus Holdings Ltd. | Public (prior) | Director | Aug 2017 – Aug 2018 | Parent of Western World Insurance Group |
| Aeropostale, Inc. / ARO Liquidation Inc. | Public (prior) / successor | Lead Independent Director; Audit Chair; Chair of Board (ARO) | Aeropostale Aug 2005 – Apr 2018; ARO Feb 2012 – May 2016 | Governance leadership and post-bankruptcy oversight |
| Western World Insurance Group | Private | Director; Audit Chair; Compensation & Pension Committee member | Dec 2006 – Jun 2019; Audit Chair Dec 2009 – Jun 2019; Comp/Pension Apr 2011 – Sep 2014 | Long-tenured audit chair in specialty insurance |
| StarStone | Private | Director | Dec 2019 – Nov 2020 | Board service during transition |
Board Governance
- Committees: Audit (Chair), Compensation (member), Nominating & Corporate Governance (member). All committee memberships are limited to independent directors .
- Audit Committee financial expert: The Board determined Hirtler-Garvey (and two peers) meet Item 407 requirements; Audit Committee charter includes auditor oversight, internal controls, fair value valuations, and pre-approval policy .
- Independence: Board determined she is independent and not an “interested person” under Section 2(a)(19) of the 1940 Act .
- Attendance: FY2024—Board held 7 meetings; Audit 5; Nominating 1; Compensation 3; all directors attended at least 75% of aggregate meetings. FY2023—Board 6; Audit 6; Nominating 1; Compensation 1; all directors ≥75% attendance .
- Leadership: Chairman is the CEO (interested director); lead independent director is Arthur Ainsberg; independent directors meet in executive session regularly .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (Karin Hirtler-Garvey) | $188,833 | $191,000 |
| Stock Awards | — (none) | — (none) |
| Total | $188,833 | $191,000 |
| Director Compensation Structure (effective May 1, 2023; applicable to FY2024) | Amount |
|---|---|
| Annual retainer – all independent directors | $150,000 |
| Lead Independent Director retainer | $30,000 |
| Audit Committee Chair | $25,000 |
| Compensation Committee Chair | $15,000 |
| Nominating & Governance Chair | $15,000 |
| Other Audit Committee members | $12,500 |
| Other Compensation Committee members | $8,000 |
| Other Nominating & Governance members | $8,000 |
| Per-meeting fees (Board/Committee) | $0 / $0 |
| Equity-in-lieu option | Available (at ≥NAV or market); none elected in FY2024 |
Performance Compensation
- Equity/Option awards: The company does not maintain stock or option plans, non-equity incentive plans, or pension plans for directors; independent directors may elect to receive fees in stock, but no shares were issued in FY2024 or FY2023 .
- Performance metrics: None disclosed for director pay (no RSUs/PSUs or performance conditions) .
Other Directorships & Interlocks
| Company | Listed? | Role | Committee Role | Potential Interlock/Conflict Commentary |
|---|---|---|---|---|
| Victory Capital Holdings | Public | Director | Audit Chair | Asset manager exposure; no related-party transactions disclosed by PFX |
| Validus Holdings Ltd. (prior) | Public | Director | — | Prior insurance parent board; historical |
| Aeropostale, Inc. (prior) | Public | Lead Independent Director; Audit Chair | Audit Chair | Retail; historical; successor ARO Chair |
“Certain Relationships and Related Party Transactions: None.” No related-party transactions disclosed for directors in FY2024 proxy .
Expertise & Qualifications
- CPA designation; extensive audit and risk expertise; designated audit committee financial expert by the Board .
- Senior operating and finance leadership at Bank of America; enterprise risk leadership at Ally Financial; multi-industry board experience (financial services, insurance, asset management, retail) .
- Long-tenured risk committee chair (USAA FSB) and audit chair across multiple entities .
Equity Ownership
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Shares Beneficially Owned (Karin Hirtler-Garvey) | 1,000 | 1,000 |
| Percentage of Class | <1% (“*”) | <1% (“*”) |
| Shares Outstanding | 2,060,490 | 2,019,778 |
| Dollar Range of Equity Securities | $10,001–$50,000 (based on $49.00 price at Record Date) | $10,001–$50,000 (based on $49.00 price at Record Date) |
| Pledging/Hedging | Not disclosed | Not disclosed |
Governance Assessment
- Board effectiveness: Hirtler-Garvey chairs an active Audit Committee (5 meetings in FY2024) with robust pre-approval and auditor oversight policies; she is one of three audit committee financial experts, strengthening financial oversight .
- Independence and alignment: Board-confirmed independence; no related-party transactions; modest direct share ownership (1,000 shares; dollar range $10,001–$50,000); independent-only committee membership policy supports governance quality .
- Compensation signals: Director pay is predominantly fixed cash retainers with no equity grants or meeting fees; structure incentivizes committee leadership but lacks equity-based alignment unless directors elect stock-in-lieu (none elected FY2024/FY2023), which could be viewed as neutral-to-weak alignment for a BDC board focused on NAV/TSR stewardship .
- Engagement: All directors met the ≥75% attendance threshold in FY2023 and FY2024; independent directors hold executive sessions without management; presence of a lead independent director supports oversight in a structure with an interested Chairman/CEO .
- Compensation committee practices: Hirtler-Garvey serves on the Compensation Committee, which retained Pearl Meyer as independent consultant in FY2024 and conducts executive sessions; indicates attention to pay governance and independence of advice .
- Shareholder feedback: Annual say-on-pay conducted and approved at 2023 meeting; the Board maintains annual frequency for SOP votes, reflecting ongoing investor engagement on compensation matters .
RED FLAGS: None identified in proxy for related-party transactions or attendance issues; limited equity-based director compensation may be viewed as lower ownership alignment unless elective stock program is used (none elected FY2024/FY2023) .