J. Tim Arnoult
About J. Tim Arnoult
Independent director of Stellus Capital Investment Corporation (SCM) since 2012; age 75 with term expiring in 2027. Over 35 years in banking/financial services, including senior leadership at Bank of America (Global Treasury Services President 2005–2006; Global Technology & Operations President 2000–2005; Central U.S. Consumer & Commercial Banking President 1996–2000; Global Private Banking President 1991–1996). Holds a B.A. in Psychology and an M.B.A. from the University of Texas at Austin. Audit Committee chair and designated “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America (and predecessors) | President, Global Treasury Services | 2005–2006 | Oversight of treasury services globally |
| Bank of America | President, Global Technology & Operations | 2000–2005 | Led enterprise tech/ops transformation |
| Bank of America | President, Central U.S. Consumer & Commercial Banking | 1996–2000 | Regional P&L leadership |
| Bank of America | President, Global Private Banking | 1991–1996 | Global affluent/wealth business leadership |
| M&A involvement | Senior executive participant | 1998, 2004 | NationsBank–Bank of America (1998); Bank of America–FleetBoston (2004) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stellus Private Credit BDC | Trustee/Director | Since 2021 | SCM fund complex; independent oversight |
| Cardtronics Inc. (NasdaqGM: CATM) | Director | Prior period (not current) | Former public company director |
| AgileCraft, LLC | Director | Prior period (not current) | Private company board |
| Visa USA | Director | Prior period (pre‑IPO) | Service prior to public listing |
Board Governance
- Board met six times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting virtually. Board met six times in 2023; same attendance standard; all directors attended the 2023 Annual Meeting virtually.
- Committees and roles:
- Audit Committee: Arnoult (Chair), Bilger, Repko; Arnoult is the Board’s “audit committee financial expert.” Met six times in 2024; five times in 2023.
- Nominating & Corporate Governance Committee: Bilger (Chair), Arnoult, Repko; met once in 2024; once in 2023.
- Compensation Committee: Repko (Chair), Arnoult, Bilger; met once in 2024; once in 2023.
- Independence: Independent under 1940 Act; Board has no lead independent director but holds regular executive sessions of independent directors; Audit Chair presides over executive sessions.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total Cash Compensation from SCM ($) | 127,844 | 127,844 |
| Total Compensation from Fund Complex ($) | 187,844 | 187,844 |
| Independent Director Fee Schedule | Amount |
|---|---|
| Annual cash retainer (independent directors) | 100,000 |
| Board meeting fee (per meeting, in-person or telephonic) | 2,500 |
| Committee meeting fee (per meeting, in-person or telephonic) | 1,000 |
| Audit Committee Chair annual fee | 15,000 |
| Compensation Committee Chair annual fee | 5,000 |
| Nominating & Corporate Governance Chair annual fee | 5,000 |
| Payment form | Fees may be paid in SCM shares at ≥ NAV or market price |
| Pension/retirement benefits | None |
Performance Compensation
- No RSU/PSU or option awards are disclosed for directors; compensation is cash-based with optional share settlement. No performance metrics or vesting schedules apply to non‑employee director compensation at SCM.
Other Directorships & Interlocks
| Company | Nature | Overlap/Interlock | Notes |
|---|---|---|---|
| Stellus Private Credit BDC | Fund complex affiliate | SCM shares Advisor with Stellus Private Credit BDC | Co‑investment exemptive order requires “required majority” of independent directors to approve co‑investments under specified conditions; supports conflict management. |
| Cardtronics Inc. | External | None indicated with SCM | Prior public company director role; no SCM‑related party disclosure. |
| AgileCraft, LLC | External | None indicated with SCM | Prior private company role. |
| Visa USA | External | None indicated with SCM | Prior (pre‑IPO) role. |
Expertise & Qualifications
- Deep banking/ops/technology leadership; extensive M&A execution experience (NationsBank–BoA; FleetBoston–BoA).
- Designated audit committee financial expert; chairs Audit Committee overseeing auditor independence, internal control review, fair value methodologies for illiquid securities, and auditor transition from GT to Deloitte in 2024.
Equity Ownership
| Metric | As of Apr 22, 2024 | As of Apr 17, 2025 |
|---|---|---|
| Shares beneficially owned | 40,869 | 40,869 |
| Percent of class | <1% | <1% |
| Dollar range (Company; Fund Complex) | Over $100,000; Over $100,000 | Over $100,000; Over $100,000 |
| Options/derivatives disclosed | None | |
| Ownership/trading policy references | Insider Trading Policy; Code of Ethics; ownership/trading policies for nominees |
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|
| 2020-03-09 | Purchase | 10,000 | 10.74 | 20,869 | |
| 2020-03-13 | Purchase | 10,000 | 9.09 | 30,869 | |
| 2020-03-19 | Purchase | 1,000 | 5.80 | 31,869 | |
| 2020-03-23 | Purchase | 9,000 | 5.77 | 40,869 | |
| Source: Insider-trades skill output from SEC Form 4 filings. |
Governance Assessment
- Board effectiveness: Arnoult’s audit chair role and “financial expert” designation strengthen financial oversight; he led auditor transition from Grant Thornton to Deloitte with no reported disagreements or reportable events—generally positive for audit quality.
- Independence/engagement: Independent under the 1940 Act; consistent attendance (≥75% standard met; full Annual Meeting attendance); active across all three committees.
- Alignment: Holds 40,869 shares (<1%); directors may elect share‑settled fees, supporting alignment; no equity grants/vesting schemes disclosed for directors, which limits explicit performance linkage but is typical for BDC boards.
- Conflicts/related parties: No Item 404 relationships disclosed for Compensation Committee members; co‑investment exemptive order requires independent director “required majority” conclusions, providing structured conflict mitigation.
- Signals: March 2020 insider purchases at depressed prices (multiple Form 4 buys) indicate personal conviction/alignment during stress.
- Structural consideration: No lead independent director (potential governance risk) offset by executive sessions led by the Audit Chair and independent-only committee structures.
RED FLAGS: None material disclosed specific to Arnoult—no pledging/hedging flagged, no Item 404 related-party transactions, no attendance or Section 16 delinquency issues; structural risk remains the absence of a lead independent director.
Appendix: Shareholder Votes (Context)
- 2025 Annual Meeting: Shareholders re‑elected Dean D’Angelo and William C. Repko; authorized issuance of shares below NAV subject to conditions.
- 2024 Annual Meeting: Arnoult and Ladd nominated for re‑election for terms expiring 2027.