Jason Papastavrou
About Jason Papastavrou
Jason Papastavrou, Ph.D., age 62, has served as an independent director of Chicago Atlantic Real Estate Finance, Inc. (REFI) since 2021 and is the Board’s Lead Independent Director . He is CEO and founder of ARIS Capital Management, LLC (since 2004), previously led fund-of-hedge-funds strategies at Banc of America Capital Management, served as president of BACAP Alternative Advisors, and was a senior portfolio manager at Deutsche Asset Management; he was also a tenured professor in Industrial Engineering at Purdue University and holds a B.S. in Mathematics and M.S./Ph.D. in Electrical Engineering & Computer Science from MIT . The Board has determined he is independent (Nasdaq and Rule 10A‑3) and qualifies as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ARIS Capital Management, LLC | Founder & CEO | 2004–present | Wealth management leadership; markets/capital raising insights |
| Banc of America Capital Management (BACAP) | Founder & Managing Director, Fund of Hedge Funds Strategies Group; President, BACAP Alternative Advisors | Not disclosed | Alternatives leadership; institutional investment oversight |
| Deutsche Asset Management | Senior Portfolio Manager | Not disclosed | Portfolio management experience |
| Purdue University | Tenured Professor, School of Industrial Engineering | Not disclosed | Academic rigor; quantitative/engineering expertise |
External Roles
| Company | Ticker | Role | Tenure | Committee roles |
|---|---|---|---|---|
| GXO Logistics, Inc. | GXO | Director | Aug 2021–present | Not disclosed |
| XPO Logistics, Inc. | XPO | Director | Sep 2011–Aug 2021 | Not disclosed |
| United Rentals, Inc. | URI | Director | Apr 2005–May 2020 | Not disclosed |
| LIEN | — | Director | Oct 2024–Mar 2025 | Not disclosed |
Board Governance
- Lead Independent Director: Serves as liaison between management and independent directors; presides over executive sessions; reviews board agendas/schedules; maintains regular communication with Executive Chair, CEO, Co‑Presidents .
- Committee memberships and roles:
- Audit Committee: Member; qualifies as “audit committee financial expert” per SEC rules . Current committee composition includes Papastavrou, with post‑meeting composition remaining him, Konigsberg (Chair), and Stavola .
- Nominating & Corporate Governance Committee: Chair; all members independent .
- Compensation Committee: Not a member (post‑meeting composition: Konigsberg [Chair], Steiner, Stavola) .
- Independence, attendance, engagement:
- Board affirmed independence (Nasdaq/Rule 10A‑3) .
- 2024 meetings: Board (6), Audit (4), Nominating (0), Compensation (1). All incumbent directors attended ≥75% of Board/committee meetings; directors must meet ≥75% attendance to be eligible for compensation .
- Risk oversight: Audit Committee oversees major financial risk exposures, legal/regulatory compliance, and related‑party transactions; also oversees amounts payable to the external Manager and recommends renewal of the Management Agreement to the Board .
Fixed Compensation (Director, 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $72,500 | Equal quarterly payments |
| Lead Independent Director retainer | $15,000 | Equal quarterly payments |
| Nominating & Corporate Governance Chair retainer | $5,000 | Equal quarterly payments |
| Meeting fees | $0 | No per‑meeting fees |
| Total cash fees earned (Papastavrou) | $92,500 | Sum of above components |
Performance Compensation (Director Equity)
| Item | Grant Date | Shares | Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Annual director stock award (2024) | 2024 (annual) | — | $75,000 | Not separately specified (see RSU grants) |
| RSU grant | Dec 10, 2021 | 4,688 | — | 3‑year; 1/3 after 12 months; then 1/8 quarterly from Mar 31, 2023 |
| RSU grant | Dec 31, 2022 | 4,976 | — | 3‑year; 1/3 at 12, 24, 36 months |
| RSU grant | Apr 1, 2024 | 4,811 | — | 1‑year |
| RSU grant | Apr 1, 2025 | 5,071 | — | 1‑year |
- No performance metrics disclosed for director equity awards; vesting is time‑based under the 2021 Omnibus Incentive Plan .
Other Directorships & Interlocks
| Company | Relationship to REFI | Potential interlock/conflict notes |
|---|---|---|
| GXO Logistics (current) | Unrelated industry (contract logistics) | No related‑party dealings disclosed in proxy |
| XPO Logistics (past) | Unrelated industry (freight transportation) | No related‑party dealings disclosed in proxy |
| United Rentals (past) | Unrelated industry (equipment rental) | No related‑party dealings disclosed in proxy |
| LIEN (past) | Not specified | No related‑party dealings disclosed in proxy |
Expertise & Qualifications
- Quantitative and financial expertise: Audit committee financial expert; deep markets and capital raising experience; portfolio management background .
- Technical/academic credentials: Tenured professor in Industrial Engineering; MIT B.S. in Mathematics; M.S./Ph.D. in EECS .
- Board contributions cited: Insights into financial markets, capital raising, and management of large, complex businesses .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Components/Notes |
|---|---|---|---|
| Jason Papastavrou | 39,546 | * (<1%) | Includes 20,000 shares held directly and via trusts for non‑family beneficiaries (Papastavrou as trustee) ; plus 19,546 restricted shares from RSU grants (4,688 on 12/10/2021; 4,976 on 12/31/2022; 4,811 on 4/1/2024; 5,071 on 4/1/2025) |
| Shares outstanding (context) | 20,967,457 | — | As of April 4, 2025 |
- Hedging/pledging policy: Directors are prohibited from hedging and speculative trading; pledging requires pre‑approval and demonstrated capacity to repay without resort to pledged securities .
Governance Assessment
-
Positives
- Independence and financial rigor: Independent under Nasdaq/Rule 10A‑3; designated audit committee financial expert .
- Board leadership: Lead Independent Director, presiding over executive sessions and enhancing agenda/schedule oversight .
- Attendance standard met: All incumbent directors attended at least 75% of Board/committee meetings in 2024; Board met 6 times, Audit 4, Compensation 1 .
- Balanced pay mix: Cash fees ($92,500) + equity ($75,000) aligns director incentives while avoiding per‑meeting fees that could distort behavior .
- Risk/related‑party oversight: Audit Committee responsible for related‑party approvals and oversight of Manager fees/renewal—a key check given external management structure .
- Section 16(a) compliance: No delinquent filings among directors/officers in 2024 .
-
Watch items
- Nominating & Corporate Governance Committee activity: Zero meetings held in 2024 despite ongoing governance responsibilities; monitor for adequate cadence going forward .
- External management model: Reliance on Audit Committee oversight for Manager payments and renewal places importance on independent committee effectiveness—sustain vigilance on conflicts .
-
RED FLAGS
- None disclosed regarding Papastavrou (no related‑party transactions, hedging/pledging by him, or attendance shortfalls reported in the proxy) .