Lowell Robinson
About Lowell W. Robinson
Independent director at PhenixFIN Corporation (PFX), serving since 2019 and deemed not an “interested person” under the Investment Company Act; he is independent under NASDAQ rules and an Audit Committee Financial Expert. Background spans 30+ years as CFO/COO with deep corporate finance, M&A, and turnaround experience; education includes an M.B.A. from Harvard Business School and a B.A. in Economics from the University of Wisconsin. Age listed as 75 in the 2024 proxy; Class III director with term expiring 2026. His independence and financial expertise underpin committee leadership and oversight of compensation and valuation processes.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MIVA, Inc. (NASDAQ: MIVA) | CFO & COO; earlier CFO & CAO | CFO/CAO 2006; CFO & COO 2007–2009 | Senior operating/finance leadership during online advertising transition |
| HotJobs.com Ltd. (NASDAQ: HOTJ) | CFO & CAO | 2000–2002 | Company sold to Yahoo! Inc. |
| PRT Group Inc. (NASDAQ: PRTG) | CFO & CAO | 1997–1999 | Helped take company public (software/IT services) |
| Advo, Inc. (NYSE: AD) | Senior financial roles | 1994–1997 | Direct-mail/marketing services |
| Citigroup Inc. (NYSE: C) | Senior financial roles | 1986–1993 | Multinational financial services |
| Uncle Ben’s (Mars, Inc.) | Senior financial roles | 1983–1986 | Food CPG |
| Kraft Foods Inc. (NYSE: KFT) | Senior financial roles | 1973–1983 | Food CPG |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Barnes & Noble Education (NYSE: BNED) | Director | 2020–2022 | Audit Chair; Compensation Committee member |
| Starboard Value Acquisition Corp. | Director | Until July 2021 | Merged with Cyxtera Technologies (NASDAQ: CYXT) |
| Aratana Therapeutics (NASDAQ: PETX) | Director | May 2018–July 2019 | Company sold to Elanco Animal Health |
| ShopHQ / EVINE Live Inc. | Director | Mar 2014–Jun 2018 | Digital omnichannel home shopping |
| Higher One Holdings (NYSE: ONE) | Director | Jun 2014–Aug 2016 | Fintech; cost-saving solutions |
| The Jones Group (NYSE: JNY) | Director | 2005–Apr 2014 | Apparel/retail |
| Independent Wireless One; Diversified Investment Advisors; Edison Schools | Director | — | Prior directorships |
| New York Academy of Sciences | Executive Committee & Board | Since Sep 2018 | Non-profit scientific organization |
Board Governance
- Committee leadership and memberships:
- Compensation Committee: Chair; committee oversees CEO/CFO pay, policies, and independent director compensation; authorized to retain advisors. Members: Karin Hirtler-Garvey, Howard Amster, Arthur S. Ainsberg, and Lowell Robinson (chair); all independent and not “interested persons.”
- Audit Committee: Member; committee oversees auditor selection, audit scope/results, internal controls, filings, valuation guidelines for non-traded investments; board has determined Robinson is an “audit committee financial expert.” Members: Karin Hirtler-Garvey (Chair), Arthur S. Ainsberg, Lowell W. Robinson; all independent.
- Nominating & Corporate Governance: Members are Ainsberg (Chair), Amster, Hirtler-Garvey; all independent.
- Meeting cadence and attendance: FY2024—Board 7 meetings; Audit 5; Nominating & Governance 1; Compensation 3. All directors attended at least 75% of aggregate board/committee meetings.
- Lead Independent Director: Arthur S. Ainsberg serves as Lead Independent Director.
- Independence: Robinson is not an “interested person” under the 1940 Act and meets NASDAQ independence requirements for committee service.
Fixed Compensation
| Fiscal Year | Component | Amount |
|---|---|---|
| 2024 | Fees Earned or Paid in Cash | $177,500 |
| 2024 | Stock Awards | $0 (no stock issued in lieu of cash) |
| 2024 | Total | $177,500 |
Director fee framework (effective May 1, 2023; no per-meeting fees):
- Annual retainer (all independent directors): $150,000
- Lead Independent Director retainer: $30,000
- Committee chair retainers: Audit $25,000; Compensation $15,000; Nominating & Corporate Governance $15,000
- Other committee member retainers: Audit $12,500; Compensation $8,000; Nominating & Corporate Governance $8,000
Note: Robinson’s role/assignments imply $150,000 (director) + $12,500 (Audit member) + $15,000 (Comp Chair) = $177,500, matching the reported FY2024 total.
Performance Compensation
| Program/Metric | Design | FY2024 Status |
|---|---|---|
| Equity-based director compensation | No director stock or option plan; independent directors may elect to receive fees in stock at ≥ NAV or market price | No shares issued to directors in FY2024; no equity awards granted |
| Meeting fees | Per-meeting board/committee fees | $0 (eliminated under May 1, 2023 structure) |
Note: For executives (not directors), the Compensation Committee administers a Long-Term Cash Incentive Plan based on NAV and NAV per share, with 0–200% payout range determined at cycle end; illustrates Robinson’s oversight focus on NAV discipline.
Other Directorships & Interlocks
| Company | Relationship to PFX | Interlock/Conflict Considerations |
|---|---|---|
| BNED; Starboard Value Acquisition; Aratana; ShopHQ/EVINE; Higher One; The Jones Group | Third-party public companies, varied sectors | No PFX-disclosed related-party transactions with these entities; no interlocks with PFX officers disclosed. |
Expertise & Qualifications
- Audit Committee Financial Expert; meets Exchange Act Rule 10A-3 independence and experience requirements.
- Deep CFO/COO background in finance, corporate development, M&A, and turnarounds across tech, media, and consumer sectors.
- Education: M.B.A. Harvard Business School; B.A. Economics, University of Wisconsin.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 1,000 shares (as of record date January 13, 2025) |
| Percentage of class | <1% (based on 2,019,778 shares outstanding) |
| Dollar range of equity | $10,001 – $50,000 (based on $49.00 stock price on record date) |
| Shares outstanding (context) | 2,019,778 (as of January 13, 2025) |
| Pledging/hedging | Not disclosed in proxy; no pledging noted in ownership table footnotes |
| Related-party transactions | None disclosed for directors |
Governance Assessment
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Strengths for investor confidence:
- Independent director with Audit Committee Financial Expert designation; active on Audit and chairs Compensation, signaling strong financial oversight and pay governance.
- Clear director fee structure; cash-only compensation with no per-meeting fees reduces meeting-driven incentives; Robinson’s total aligns mechanically with role-based retainers, indicating transparent pay design.
- No related-party transactions disclosed; committee independence affirmed.
- Board/committee activity and ≥75% attendance threshold met across directors in FY2024.
- As Comp Committee Chair, oversees LTIP metrics tied to NAV and NAV/share—aligned with BDC value creation levers.
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Potential watch items:
- Limited equity “skin in the game” at $10k–$50k range and 1,000 shares; while directors may elect stock in lieu of fees, none were issued in FY2024. Persistent low ownership could be viewed as weaker alignment versus peers that mandate ownership guidelines.
- Staggered board structure persists, which some governance frameworks view as entrenching; Lead Independent Director structure in place mitigates to a degree.
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RED FLAGS: None identified—no related-party transactions; no option repricings; no low attendance; no disclosed pledging/hedging; say‑on‑pay conducted annually with prior approval reported.