Eugene S. Stark
About Eugene S. Stark
Independent director of Priority Income Fund, Inc. since October 2012; age 67 in 2025. Stark is Principal Financial Officer, Chief Compliance Officer and Vice President—Administration of General American Investors Company, Inc., and is designated the Audit Committee financial expert at Priority. He is a Certified Public Accountant (inactive) with a BS from Rider University and an MBA from Rutgers Business School, and has held senior finance roles at Prudential and served as CFO of Prospect Capital Corporation in 2005 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prudential Financial, Inc. | Senior finance roles, including SVP Finance (Prudential Investments), VP Finance (Prudential Annuities), VP & Fund Treasurer (Prudential Mutual Funds) | 1987–2004 | Led financial reporting for 70 funds ($45B AUM) and product finance; SEC reporting and compliance leadership |
| Prospect Capital Corporation (PSEC) | Chief Financial Officer | Jan–Apr 2005 | Transition CFO for externally managed BDC; exposure to Adviser processes |
| General American Investors Company, Inc. | Principal Financial Officer, Chief Compliance Officer, VP—Administration | May 2005–present | Oversees operations, compliance, finance for a closed-end fund; deep fund governance expertise |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Prospect Capital Corporation (PSEC) | Director | 2012 | Also serves on Audit and Nominating & Corporate Governance Committees at Prospect (per sponsor disclosure) |
| Prospect Floating Rate and Alternative Income Fund, Inc. (PFLOAT) | Director | 2012 | Affiliated fund board |
| Prospect Enhanced Yield Fund (PENF) | Trustee | By 2025 | Affiliated fund board; part of Fund Complex |
| General American Investors Company, Inc. | PFO/CCO/VP—Administration | 2005 | Public closed-end fund officer role |
| Mount Saint Mary Academy | Finance Committee member | n/a | Non-profit role |
Board Governance
- Independence: The Board determined Stark is not an “interested person” under the 1940 Act; he is independent .
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member. The Board designated Stark as the Audit Committee financial expert .
- Meeting cadence & attendance: FY2025—7 Board meetings, 7 Audit, 1 Nominating; FY2024—7 Board, 9 Audit, 1 Nominating. All directors attended at least 75% of aggregate Board/committee meetings in each year. Only one director attended the prior year’s annual meeting of stockholders (engagement signal) .
| Governance Metric | FY 2024 | FY 2025 |
|---|---|---|
| Board meetings (count) | 7 | 7 |
| Audit Committee meetings (count) | 9 | 7 |
| Nominating & Corporate Governance meetings (count) | 1 | 1 |
| Attendance threshold | All directors ≥75% | All directors ≥75% |
| Audit Committee Chair | Eugene S. Stark | Eugene S. Stark |
| Audit Committee financial expert | Eugene S. Stark | Eugene S. Stark |
Notable oversight context: Auditor changed from BDO to Deloitte for FY2024; prior material weakness in internal control over financial reporting (FY2022) was reported remediated by FY2023. Audit Committee chaired by Stark recommended Deloitte and the inclusion of audited financials in annual reports .
Fixed Compensation
| Component | FY 2024 (USD) | FY 2025 (USD) |
|---|---|---|
| Aggregate compensation from Priority Income Fund | $75,000 | $62,500 |
| Pension/retirement benefits | None | None |
| Total compensation from Fund Complex | $262,500 | $262,500 |
| Annual cash retainer schedule (NAV-based) | $0–$100mm: $0; $100–$300mm: $35k; $300–$500mm: $50k; $500mm–$1bn: $75k; >$1bn: $100k | Same schedule |
- No equity grants, options, or meeting fees disclosed for directors; no pension or retirement benefits; executives receive no direct compensation from the Fund .
Performance Compensation
| Item | Details |
|---|---|
| Equity awards (RSUs/PSUs), options | None disclosed for directors |
| Performance metrics tied to director pay | Not applicable; director pay is cash retainer only |
| Clawbacks/COC/Severance | Not applicable to directors; not disclosed |
Other Directorships & Interlocks
| Entity | Nature of Relationship | Governance Relevance |
|---|---|---|
| Prospect Capital Corporation (PSEC) | Director; also held CFO role in 2005 | Interlock within sponsor ecosystem (Prospect group); indicates information flow across affiliated vehicles |
| PFLOAT, PENF | Director/Trustee | Shared governance across affiliated funds managed by related advisers |
| Adviser/Administrator context | Fund is advised by PSSIM; PCM is operating member; administrator is Prospect Administration | Independent directors (incl. Stark) approve advisory compensation under 15(c) in lieu of a compensation committee |
Expertise & Qualifications
- Financial and compliance expertise: 30+ years in fund finance, SEC reporting, compliance; CPA (inactive); designated Audit Committee financial expert .
- Education: BS (Rider University), MBA (Rutgers Business School) .
- Industry breadth: Prudential mutual funds/annuities, closed-end fund operations, BDC finance .
Equity Ownership
| Holder | Priority Income Fund (Dollar Range) | PFLOAT (Dollar Range) | PENF (Dollar Range) | PSEC (Dollar Range) |
|---|---|---|---|---|
| Eugene S. Stark | None | None | None | Over $100,000 |
- Beneficial ownership of Priority’s common or preferred by directors/officers: no individual holdings reported (“—” across directors). No 5% holders reported as of Sep 17, 2025 .
- Code prohibits hedging and pledging of Fund securities by access persons (covers directors); preclearance required for trades .
Governance Assessment
- Strengths:
- Deep audit/finance expertise; designated audit committee financial expert; serves as Audit Committee Chair .
- Consistent attendance ≥75% and active committee cadence; Audit Committee oversaw auditor transition and remediation of prior ICFR weakness .
- Independence affirmed under 1940 Act; key committees composed solely of independent directors .
- Anti-hedging/pledging policy supports alignment and risk control .
- Watch items / potential conflicts:
- Cross-directorships across Prospect-managed vehicles (PSEC, PFLOAT, PENF) may concentrate influence and create perceived interlocks, though Board independence is affirmed .
- Director compensation is cash-only with no equity exposure to Priority; Stark reports no holdings in Priority, which may limit direct “skin-in-the-game,” though he holds >$100k in PSEC .
- Only one director attended the prior stockholder annual meeting, suggesting limited visible stockholder engagement at the meeting itself, albeit with adequate Board/committee attendance .
Overall implication: Stark’s audit and compliance credentials and long-tenured fund finance background support board oversight quality, particularly in audit matters. However, absence of Priority equity ownership and interlocks within the sponsor’s ecosystem merit monitoring from an alignment and independence optics perspective .
Notes and References
- 2025 Proxy (DEF 14A), Priority Income Fund, Inc., filed Sep 18, 2025: governance, committees, director comp, ownership, proposed charter amendments .
- 2024 Proxy (DEF 14A), filed Sep 19, 2024: prior-year governance, meetings, director comp, auditor change context .
- Background/education profile: Prospect Capital Corporation website .