Mark DiSalvo
About Mark DiSalvo
Mark S. DiSalvo, age 70, is Interim Chief Executive Officer, Interim President, and a director of Princeton Capital Corporation (PIAC). He was originally elected to the Board on June 9, 2016 and most recently re-elected at the 2024 Annual Meeting on December 19, 2024 . DiSalvo is President and CEO of Sema4, Inc.; his background includes senior executive roles at Euromoney Institutional Investor and Fairfield Whitney, and founding Hall, Berwick and DiSalvo to fund and advise seed-stage entities . He was educated at the University of Massachusetts (Political Studies) and holds CPC and CTA professional designations; he has served as a lecturer in the full-time MBA programs at Cornell’s Johnson School and Northwestern’s Kellogg School . The Board identifies him as an “interested person” due to his interests in House Hanover (PIAC’s investment advisor) and control of Sema4, Inc., the GP of Capital Point Partners LP and Capital Point Partners II LP, which collectively own ~96% of PIAC’s common stock .
Note: The proxy does not disclose company TSR, revenue growth, or EBITDA growth linked to DiSalvo’s compensation; executive officers receive no direct pay from PIAC and PIAC has no stock/option/non-equity incentive plans .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sema4, Inc. | President & CEO | n/a | Global professional services provider to private equity funds-under-management; platform for advisory leadership |
| Euromoney Institutional Investor | Senior executive | n/a | International media/finance experience; global operating credentials |
| Fairfield Whitney | Senior executive | n/a | International company leadership; growth and operations oversight |
| Hall, Berwick and DiSalvo | Founder | n/a | Provided funding and management advisory to zero/first-stage companies |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Inner City Economic Forum | Charter member | n/a | Community/economic development network; industry engagement |
| Cornell University (Johnson School) | Lecturer (MBA) | n/a | Case studies in PE, emerging markets, cross-border M&A |
| Northwestern University (Kellogg School) | Lecturer (MBA) | n/a | Case studies in PE, emerging markets, cross-border M&A |
| House Hanover (PIAC investment advisor) | Sole owner/affiliate | n/a | Controls PIAC’s advisor; advisory fee and admin reimbursements approved by independent directors |
Fixed Compensation
| Component | FY/Date | Amount | Notes |
|---|---|---|---|
| Direct PIAC salary/bonus to executive officers | FY2024 | None | PIAC pays no direct compensation to executive officers; they are compensated by House Hanover |
| Interested director compensation (DiSalvo) | FY2024 | None | No compensation paid to “interested persons” directors |
| Advisory management fee paid to House Hanover | FY2024 | $257,384 | Under Investment Advisory Agreement; House Hanover controlled by DiSalvo |
| Advisory administration expenses (House Hanover) | FY2024 | $259,500 | Reimbursed admin salaries/comp attributable to services to PIAC |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Executive performance awards | — | — | — | — | PIAC has no stock or option plan, non-equity incentive plan, profit-sharing or retirement plan |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (DiSalvo) | 115,484,327 shares; 95.85% of class as of Nov 11, 2025 |
| Shares outstanding | 120,486,061 shares as of Nov 11, 2025 |
| Ownership structure | Deemed beneficial owner via Sema4, Inc. (GP of CPP LP: 104,562,000 shares; CPP II LP: 10,922,327 shares); DiSalvo/Sema4 disclaim ownership except pecuniary interest |
| Dollar range of holdings | Over $100,000; based on $0.06 share price on Nov 11, 2025 (OTC Pink Limited Market) |
- No RSU/PSU/option awards or vesting schedules for DiSalvo are disclosed by PIAC; options outstanding for DiSalvo are not listed .
Employment Terms
- Current roles: Interim CEO and Interim President; Board director since June 9, 2016; most recently re-elected Dec 19, 2024 .
- Pay structure: Executive officers receive no direct pay from PIAC; compensation flows through House Hanover, with Board/independent directors approving advisory fees and reimbursements; DiSalvo recuses himself from compensation deliberations .
- Indemnification: PIAC entered into indemnification agreements with directors, providing maximum indemnification permitted by Maryland law and the 1940 Act .
- Employment agreement/severance/change-of-control: Not disclosed in the proxy; no 8-K Item 5.02 filings were found for PIAC since 2021 [ListDocuments: 8-K 5.02: 0 results].
Board Governance
- Board service: Director since 2016; up for re-election at the 2025 Annual Meeting; business address North Andover, MA .
- Independence: The Board determined DiSalvo is an “interested person” due to interests in House Hanover, his interim executive roles, and control of Sema4 (GP for CPP/CPP II) .
- Committees and leadership: Committees (Audit; Nominating & Corporate Governance; Valuation) are comprised solely of independent directors; chairs: Audit—Laidlaw; Nominating—Stainrod; Valuation—Bennett; Chairman of the Board is independent (Stainrod) .
- Attendance: Board held 5 meetings and 3 written consents in 2024; DiSalvo attended 100% alongside other directors .
- Dual-role implications: The Board views DiSalvo’s relationship as an effective bridge between the Board, PIAC’s investment advisor, and management, enabling aligned dialogue; however, his “interested” status is acknowledged and independence safeguards are in place .
Director Compensation
| Name | Aggregate Compensation from PIAC (FY2024) | Pension/Retirement as Part of Expenses | Total Compensation |
|---|---|---|---|
| Mark S. DiSalvo (Interested Director) | None | None | None |
Related Party Transactions
- House Hanover has served as PIAC’s investment advisor since Jan 1, 2018 (Interim agreement through May 30, 2018; Investment Advisory Agreement effective May 31, 2018, approved by stockholders). FY2024 management fees accrued: $257,384; administration expenses accrued: $259,500. House Hanover is controlled by DiSalvo .
- DiSalvo owns all interests in Sema4, Inc., the general partner of CPP LP and CPP II LP, which own approximately 87% and 9% of PIAC’s common stock, respectively .
Expertise & Qualifications
- University of Massachusetts, Political Studies; CPC and CTA designations .
- Senior roles at Euromoney Institutional Investor and Fairfield Whitney; founder of Hall, Berwick and DiSalvo .
- Long-time lecturer at Cornell (Johnson) and Northwestern (Kellogg) MBA programs; case study contributor in private equity and cross-border M&A .
Investment Implications
- Alignment: DiSalvo’s deemed beneficial ownership of ~95.85% through CPP/CPP II establishes very high economic alignment with shareholders, though he and Sema4 disclaim ownership except pecuniary interest; monitor any Schedule 13D amendments by CPP/CPP II for potential liquidity/trading impacts .
- Governance/independence: DiSalvo is an “interested person” with control over PIAC’s advisor and majority ownership via affiliated funds; PIAC mitigates this with independent chair, fully independent committees, and DiSalvo’s recusal on advisor compensation decisions. Still, the advisor-controlled model concentrates influence and warrants ongoing oversight by investors .
- Compensation risk: With no disclosed salary/bonus/stock awards at PIAC and compensation routed via House Hanover, pay-for-performance transparency at the issuer level is limited; focus diligence on advisory fee levels, admin reimbursements, and Board approvals over time .
- Liquidity signal: The proxy references an OTC Pink Limited Market closing price of $0.06 on Nov 11, 2025; coupled with concentrated ownership by affiliated funds, trading around corporate events or ownership changes may be sensitive; monitor proxy outcomes and strategic review updates .