Cari Jaroslawsky
About Cari L. Jaroslawsky
Cari L. Jaroslawsky, 55, is an independent director of Rand Capital Corporation since 2022. She is a CPA and founder/President of Compliance Right, LLC; previously SVP & GM (and earlier SVP Finance) of Eaton Mission Systems (aerospace & defense) before retiring from Eaton in Dec 2022, and CFO/Treasurer of Servotronics (NYSE American: SVT) from 2005–2016. The Board has determined she is independent; she is also designated an audit committee financial expert. As of Mar 6, 2025, she beneficially owned 1,684 Rand shares (Dollar Range: $10,001–$50,000).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eaton Mission Systems (Eaton Aerospace) | SVP & General Manager | Jan 2019 – Dec 2022 (retired) | Senior operating leadership in aerospace and defense |
| Eaton Mission Systems (Eaton Aerospace) | SVP Finance | 2016 – 2019 | Senior finance leadership |
| Servotronics, Inc. (NYSE American: SVT) | Chief Financial Officer & Treasurer | 2005 – 2016 | Public company CFO; accounting/finance leadership |
| PricewaterhouseCoopers | Accountant (career start) | Not disclosed | CPA foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Graham Corporation (NYSE: GHM) | Director | Not disclosed | Current public company directorship |
Board Governance
- Independence and financial expertise: The Board has affirmatively determined Ms. Jaroslawsky is an Independent Director; the Board also determined she is an “audit committee financial expert.”
- Committees and chair roles: Audit Committee Chair effective May 9, 2024; member of both Audit and Governance & Nominating Committees.
- Attendance and engagement: In 2024, the Board met 8 times; Audit Committee 5; Governance & Nominating 2. Each director attended 100% of Board and committee meetings; all directors attended the 2024 annual meeting (virtual).
- Executive sessions and leadership: Independent Board Chair (Robert M. Zak) chaired executive sessions of Independent Directors, held at least twice in 2024.
- Controlled company context and compensation governance: Rand qualifies as a “controlled company” (East Asset Management ~64.2% ownership), and does not maintain a standing Compensation Committee; Governance & Nominating Committee oversees non‑employee director compensation.
Fixed Compensation
| Item | Amount/Structure | Period/Notes |
|---|---|---|
| Annual director cash retainer | $50,000 per director | 2024 policy |
| Committee chair fees | Audit Chair: +$2,500; Governance & Nominating Chair: +$1,000 | 2024 policy |
| Board Chair fee | +$10,000 | 2024 policy |
| Meeting fees | None | 2024 policy |
| Reimbursements | Travel and out-of-pocket expenses for out-of-town directors | 2024 policy |
| Ms. Jaroslawsky – Fees earned (cash) | $50,000 | 2024 actual |
Notes: Rand does not maintain a stock or option plan, non‑equity incentive plan, or pension plan for directors.
Performance Compensation
| Component | Details |
|---|---|
| Equity awards (RSUs/PSUs/options) | None; corporation does not maintain a stock or option plan for directors |
| Non‑equity incentives/bonuses | None for directors |
| Performance metrics tied to pay | Not applicable for directors |
| Clawbacks | Not disclosed for directors |
Other Directorships & Interlocks
| Company | Type | Role | Committee Roles (if any) | Interlocks/Notes |
|---|---|---|---|---|
| Graham Corporation (NYSE: GHM) | Public | Director | Not disclosed | Current external public board |
| Compensation Committee Interlocks (Rand) | — | — | — | No interlocking relationships in 2024 between any Board member and a Rand executive officer |
Expertise & Qualifications
- CPA; began career at PwC; extensive public company finance and audit experience (former public company CFO), and senior operating leadership in aerospace/defense.
- Audit committee financial expert designation by the Board.
Equity Ownership
| Metric | Value | As of |
|---|---|---|
| Beneficial ownership (shares) | 1,684 | Mar 6, 2025 |
| Percent of class | <1% (footnoted “Less than 1%”) | Mar 6, 2025 |
| Dollar range of equity (SEC category) | $10,001 – $50,000 | Mar 6, 2025 |
| Hedging/derivatives policy | Directors prohibited from short sales, derivatives, and hedging; margin accounts require advance written approval; no directors/officers have requested or obtained approval | Policy status as of 2025 proxy |
Related-Party Exposure and Conflicts (Company Context)
- East Asset Management controlled ~64.2% of shares as of the record date (Mar 6, 2025); two Board nominees are designated by East under a shareholder agreement.
- Externalization: Rand is externally advised/ administered by Rand Capital Management LLC (RCM). 2024 fees paid/earned under Advisory Agreement: Base management fee $1,212,160; Capital gains fee $1,727,000; Income-based fee $178,218; Administration Agreement reimbursements $178,749; RCM reimbursed Rand $9,856 for expenses.
- Advisory conflicts policy: RCM advises affiliated entities; allocation of investment opportunities governed by written policies to mitigate conflicts.
- CCO services (third party): OCG services at $8,500/month; 2024 payments $95,625 (OCG) and $3,598 (ACA Global for Jan 1–18, 2024).
- The proxy did not disclose any related‑party transactions involving Ms. Jaroslawsky personally.
Governance Assessment
- Strengths: Independent director; Audit Committee Chair since May 2024; designated audit committee financial expert; 100% meeting attendance; anti‑hedging policy in place; all Section 16 filings timely in 2024.
- Alignment: Holds Rand equity (SEC category $10,001–$50,000); but directors receive only cash retainers (no equity grants), which limits built‑in equity alignment absent open‑market ownership.
- Structural Risks: “Controlled company” status with significant shareholder (East ~64.2%), plus external advisor (RCM) with sizable fees and potential allocation conflicts—mitigants include committee independence, policies, and Audit/Governance oversight.
- Process integrity: Executive sessions of independent directors held at least twice; independent Board Chair; Audit Committee manages auditor selection and independence and issued 2024 report signed by Chair (Jaroslawsky).
RED FLAGS to monitor: Controlled company influence on nominations and compensation governance; continued reliance on external manager economics and conflict‑mitigation execution; absence of director equity plan may reduce long‑term alignment unless directors maintain meaningful open‑market holdings.