Darren Stainrod
About Darren Stainrod
Darren Stainrod, age 60, is an independent director and Chairman of the Board at Princeton Capital Corporation (PIAC), serving since January 18, 2016 and most recently re-elected on December 19, 2024 . He is a Principal of Marbury Fund Services (Cayman) Limited and a registered professional director; previously he was a Principal at HighWater Limited and a Managing Director at UBS Alternative Fund Services overseeing >$200B AUA across seven countries and >300 staff . He holds a BA (Hons) in Politics from the University of Reading and is a member of the Institute of Chartered Accountants in England and Wales and the Cayman Islands Institute of Professional Accountants . PIAC’s Board classifies him as “independent” under the Investment Company Act of 1940 and NASDAQ rules (DiSalvo is the only “interested” director) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UBS Alternative Fund Services | Managing Director; Global Head | ~18 years prior to 2013 | Led global hedge fund administration (7 countries, >300 staff, >$200B AUA) |
| HighWater Limited (Cayman) | Principal (professional director) | ~2013–2016 | Provided director services to hedge funds/PE vehicles |
| Coopers & Lybrand (Cayman) | Professional staff | ~3 years | Accounting/audit experience |
| Deloitte (UK) | Professional staff | ~4 years | Accounting/audit experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Marbury Fund Services (Cayman) Limited | Principal | Current | CIMA-licensed fiduciary services; registered director under Directors Licensing and Registration Law, 2014 |
| AIMA Cayman Chapter | Treasurer | Current | Industry leadership |
| Professional Bodies | Member | Current | ICAEW; Cayman Islands Institute of Professional Accountants |
Board Governance
- Role: Chairman of the Board; presides over independent director executive sessions and provides additional risk management via independent committee structure .
- Independence: Independent director; not an “interested person” under 1940 Act and NASDAQ rules (DiSalvo is the only interested director) .
- Committee assignments:
- Nominating & Corporate Governance Committee – Chairman .
- Audit Committee – Member .
- Valuation Committee – Member .
- Attendance: Board held 5 meetings in FY 2024 with 100% attendance by all directors; Audit met 4 times and Valuation met 4 times with 100% attendance; Nominating acted by written consent once . In FY 2023, same structure and 100% attendance reported for Board, Audit, and Valuation committees; Nominating acted by written consent once .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 5 | 5 |
| Stainrod Board attendance (%) | 100% | 100% |
| Audit Committee meetings | 4 | 4 |
| Stainrod Audit attendance (%) | 100% | 100% |
| Valuation Committee meetings | 4 | 4 |
| Stainrod Valuation attendance (%) | 100% | 100% |
| Nominating/Gov actions | 1 written consent | 1 written consent |
Fixed Compensation
- Independent Director compensation structure: Annual cash retainer $30,000; meeting fees $1,500 per Board or committee meeting; committee chair fee $3,500; fees capped at $50,000 per independent director annually since March 13, 2017; no equity, options, pension or retirement benefits .
- FY 2023 and FY 2024 director compensation paid in cash; Stainrod received $50,000 both years .
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer | $30,000 | $30,000 |
| Meeting fees (per meeting) | $1,500 | $1,500 |
| Committee chair fee | $3,500 | $3,500 |
| Annual fee cap | $50,000 | $50,000 |
| Aggregate compensation (Stainrod) | $50,000 | $50,000 |
| Equity/Options/Pension | None | None |
Performance Compensation
- No performance-based compensation, stock awards, or options for directors (Company has no stock or option plan; directors receive no non-equity incentive, profit-sharing, or retirement benefits) .
Other Directorships & Interlocks
| Category | Current |
|---|---|
| U.S. public company boards | None (as defined under Exchange Act Section 12/15(d)/Investment Company Act) |
| Notable interlocks/conflicts disclosed | None specific to Stainrod; related-party exposures primarily involve Advisor/major holders controlled by DiSalvo, overseen by independent Audit Committee |
Expertise & Qualifications
- Fund administration and fiduciary governance expertise from UBS, HighWater, and Marbury; extensive director experience across hedge funds, FoFs, and PE vehicles .
- Education and credentials: BA (Hons) Politics (University of Reading); member ICAEW and Cayman Islands professional accountants; industry leadership via AIMA Cayman (Treasurer) .
Equity Ownership
| Metric | As of Nov 12, 2024 | As of Mar 27/Nov 11, 2025 |
|---|---|---|
| Shares beneficially owned | 0 | 0 |
| % of shares outstanding | <1% | <1% |
| Dollar range of ownership | None (based on $0.135 share price) | None (based on $0.06 share price) |
| Options (exercisable/unexercisable) | None disclosed | None disclosed |
| Pledging/Hedging | Not disclosed; Code of Ethics requires conflict disclosure and Audit Committee oversight | |
| Ownership guidelines | Not disclosed |
Shareholder Voting Signal (2024 Annual Meeting)
| Election Result (Dec 19, 2024) | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Darren Stainrod (Director) | 115,768,535 | 1,051 | 218,997 |
Related-Party Exposure & Oversight
- Advisor relationship (House Hanover, controlled by DiSalvo): Base management fee 1.00% of gross assets (no incentive fee); management fees accrued were $257,384 in FY 2024 and $317,546 in FY 2023; administration expense reimbursements were $259,500 in FY 2024 and FY 2023; payable balances to House Hanover disclosed .
- Major holders: Capital Point Partners, LP and Capital Point Partners II, LP own ~96% of common stock; both are controlled via Sema4, Inc. owned by DiSalvo; proportional voting agreement disclosed .
- Audit Committee (composed solely of independent directors including Stainrod) is delegated responsibility for related-party transaction oversight under NASDAQ Rule 5630; Investment Advisory Agreement renewal May 9, 2024; termination/indemnification terms outlined .
| Advisor Fees (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Management fee accrued | $317,546 | $257,384 |
| Administration fees accrued | $259,500 | $259,500 |
Risk Indicators & RED FLAGS
- Restatement/Non-Reliance: Audit Committee concluded on Jan 8, 2025 that FY 2023 10-K summarized financials for Advantis (unconsolidated significant subsidiary) should not be relied upon and will be restated; errors did not affect PIAC’s portfolio valuations, cash, revenues, or liquidity .
- Concentrated Ownership: CPP and CPP II collectively ~96% ownership and voting power, potentially limiting minority shareholder influence; proportional voting agreement in place for their votes .
- Alignment Gap: Stainrod holds no PIAC shares; directors receive cash-only compensation with no equity grants, reducing direct economic alignment but also avoiding pay-linked conflicts .
- Section 16(a): No delinquent filings reported for FY 2023 and FY 2024 for directors and >10% holders .
Compensation Committee Analysis
- PIAC does not have a compensation committee because executive officers receive no direct compensation from the Company; the Audit Committee (independent directors, including Stainrod) considers Advisor compensation under 1940 Act Section 15(c); Nominating & Corporate Governance Committee reviews independent director compensation at least annually .
Governance Assessment
- Strengths:
- Independent Chair with 100% attendance and active roles across governance committees; independent-only committees and executive sessions support robust oversight .
- No director equity plan or incentive pay reduces potential compensation-related conflicts; independent Audit Committee oversees related-party transactions including Advisor fees .
- Risks/Considerations:
- Advisor and control person concentration: House Hanover/DiSalvo’s control and CPP/CPP II’s ~96% ownership create potential independence pressures; continued reliance on independent directors and committee processes is critical .
- Restatement signal: Although limited to summarized subsidiary information and no impact on PIAC financials, it underscores the importance of audit oversight; Stainrod, as Audit member, is directly involved in remediation oversight .
- Alignment: Stainrod’s zero-share ownership and cash-only director pay suggest limited direct “skin in the game”; absence of disclosed director ownership guidelines further reduces observable alignment metrics .
Net takeaway: Stainrod brings deep fiduciary and fund administration expertise and demonstrates strong engagement and committee leadership; however, PIAC’s advisor/control structure and limited director equity alignment merit continued monitoring of committee independence, related-party oversight, and audit rigor .