Martin Laidlaw
About Martin Laidlaw
Martin Laidlaw, 68, is an independent director of Princeton Capital Corporation (PIAC) serving since 2016; he was most recently re-elected at the 2024 Annual Meeting on December 19, 2024 . He provides independent director services from the Cayman Islands and is designated the Audit Committee Chair and an “audit committee financial expert,” reflecting deep accounting and valuation credentials . Laidlaw holds a Bachelor of Commerce from the University of Edinburgh and is a long-standing Member of the Institute of Chartered Accountants of Scotland (admitted February 1984) . He is deemed independent under NASDAQ and 1940 Act standards; the Board identifies Mark DiSalvo as the only interested director given his control of the advisor and majority ownership interests .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CIBC Bank and Trust Company (Cayman) Limited | Director and Head of Fund Services; led fund services team, business development and client relationships | 1989–2009 | Built fund services capabilities and client relationships across offshore funds |
| KPMG, Cayman Islands | Led financial services audits | Pre-1989 | Audit leadership in financial services |
| Premier Fiduciary Services Company (Cayman) | Director providing directorship services | Prior to PIAC | Professional director services to varied offshore funds |
| Fund Administration entity (Cayman) | Managing Director | Prior to PIAC | Oversight of fund administration operations |
| Cayman Islands Fund Administrators Association | Founding Member, Director, Treasurer | Not specified | Industry governance and standards; association leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards (last 5 years per proxy definition) | None | Current | No other public company directorships disclosed |
| Cayman Islands Fund Administrators Association | Founding Member, Director, Treasurer | Not specified | External industry body engagement |
Board Governance
- Independent director; Audit Committee Chair and designated “audit committee financial expert” .
- Committee memberships and roles: Audit (Chair), Nominating & Corporate Governance (Member), Valuation (Member) .
- Lead independent governance: Independent Chairman of the Board (Darren Stainrod) with regular independent director executive sessions and all committees comprised solely of independent directors .
| Governance Metric | 2024 | Notes |
|---|---|---|
| Board meetings held | 5 | 3 actions by written consent |
| Board attendance (Laidlaw) | 100% | Attended all Board meetings; attended 2024 Annual Meeting |
| Audit Committee meetings | 4 | 1 action by written consent; Laidlaw attended 100% |
| Valuation Committee meetings | 4 | Laidlaw attended 100% |
| Nominating & Corporate Governance | Written consent: 1 | Committee activity via consent |
| Independence status | Independent | Board determined independence; DiSalvo is “interested” |
| Audit Committee report signatory | Yes (Chair) | Audit Committee recommended inclusion of audited financials in 2024 10-K |
Fixed Compensation
- Compensation structure is cash-only; no equity grants or retirement plans for directors .
- Independent director pay reviewed by Nominating & Corporate Governance at least annually; Audit Committee (independents) considers advisor compensation under 1940 Act §15(c) .
| Component | Amount | Detail |
|---|---|---|
| Annual retainer (Independent Director) | $30,000 | Cash |
| Board meeting fee | $1,500 per meeting | Plus reasonable expense reimbursement |
| Committee meeting fee | $1,500 per meeting | Plus reasonable expense reimbursement |
| Committee chair fee | $3,500 annually | Audit, Valuation, Nominating & Corporate Governance chairmen |
| Annual cap | $50,000 | Cap agreed March 13, 2017; $12,500 advanced quarterly, true-up each quarter |
| FY2024 aggregate compensation (Laidlaw) | $50,000 | Paid in cash; no pension or retirement benefits |
Performance Compensation
| Element | Status | Details |
|---|---|---|
| Equity awards (RSUs/PSUs/Options) | None | No stock or option plan; no equity or non-equity incentive plan |
| Bonus/performance cash | None | Not applicable to directors |
| Pension/retirement benefits | None | No pension/retirement benefits provided |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None (public companies as defined) | — | — | No other public company boards disclosed |
- Interlocks/Related parties: PIAC’s advisor (House Hanover) is controlled by Mark DiSalvo, who is also Interim CEO/President and beneficially controls ~95.85% of PIAC through CPP/CPP II; Audit Committee (chaired by Laidlaw) is delegated oversight of related party transactions and advisor compensation .
Expertise & Qualifications
- Financial/accounting expertise; audit leadership and fund administration track record; designated “audit committee financial expert” .
- Valuation oversight experience via Audit and Valuation Committees, including use of independent valuation firm for illiquid investments .
- Chartered accountant credentials (ICAS member since 1984); Bachelor of Commerce from University of Edinburgh .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Martin Laidlaw | 0 | * (<1%) |
- No director pledging or hedging policies disclosed for Laidlaw; Code of Ethics requires disclosure and avoidance of conflicts, with Audit Committee oversight of conflicts and insider trading policies .
Shareholder Voting Results (Director Elections)
| Metric | 2023 Annual Meeting | 2024 Annual Meeting |
|---|---|---|
| Votes For (Laidlaw) | 116,072,556 | 115,768,536 |
| Votes Withheld | 653,162 | 1,050 |
| Broker Non-Votes | 281,771 | 218,997 |
Related Party Exposure and Controls
- Advisor fees: Management fees accrued to House Hanover $257,384 and administration expenses $259,500 for FY2024; House Hanover controlled by DiSalvo, with Audit Committee (independents) charged to review related party transactions per NASDAQ Rule 5630 .
- Beneficial ownership concentration: CPP and CPP II collectively beneficially own ~95% of common stock via Sema4 (DiSalvo), indicating a controlling shareholder dynamic .
Governance Assessment
-
Positives:
- Independence and expertise: Laidlaw is independent, Audit Chair, and an SEC-defined audit committee financial expert; attendance is exemplary (100% board/audit/valuation) .
- Committee structure: Independent-only committees with robust oversight of valuations and related party transactions; independent Board Chair with executive sessions .
- Shareholder support: Strong vote support in consecutive annual meetings for Laidlaw’s election .
-
Watch items / Red flags:
- Alignment: Laidlaw holds 0 shares; director compensation is entirely cash with no equity—reduces direct ownership alignment with shareholders .
- Control and conflicts: Advisor controlled by the interested director (DiSalvo) who also beneficially controls ~95.85% of shares through CPP/CPP II; while oversight is delegated to the independent Audit Committee (chaired by Laidlaw), the concentrated ownership and advisor relationship present ongoing related-party and governance risk that requires sustained vigilance .
- No compensation committee: Absence reflects the external advisor model; Audit Committee considers advisor compensation—investors should monitor process rigor and independence in §15(c) approvals .
-
Overall: Laidlaw’s credentials and committee leadership support board effectiveness in audit, valuation, and governance oversight. The primary governance risk at PIAC stems from advisor/control-party interlocks; Laidlaw’s role as Audit Chair and financial expert is central to mitigating these risks, but lack of director equity ownership and the cash-only structure may limit incentive alignment. Continued scrutiny of related party oversight and valuation processes is warranted .