Alexander C. Frank
About Alexander C. Frank
Alexander C. Frank is the Lead Independent Director of SUNS (since July 2024) and a Class I director standing for re‑election; he is 67 years old and has more than 30 years of financial and operational infrastructure experience, including senior finance roles at Morgan Stanley, Chilton Investment, and Fifth Street Asset Management. He holds an MBA from the University of Michigan and a BA from Dartmouth College, and SUNS’s Board has designated him an “audit committee financial expert.” He was appointed to the SUNS Board in 2024 and serves as a key counterweight to management within SUNS’s externally managed structure.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fifth Street Asset Management, Inc. | Chief Operating Officer and Chief Financial Officer (post-IPO) | 2014–2017 (joined Fifth Street in Sep 2011; retired Sep 2017) | Ran operations through IPO to sale to Oaktree; post‑retirement board member at Fifth Street |
| Chilton Investment Company LLC | Managing Director & Chief Financial Officer | Sep 2008–Mar 2011 | Global investment management firm CFO responsibilities |
| Morgan Stanley | Global Head of Institutional Operations; Global Corporate Controller; CFO of U.S. broker/dealer ops; Global Treasurer | ~1985–2008 (22+ years) | Oversaw securities infrastructure, financial control and reporting |
| Arthur Andersen LLP | Audit and tax (early career) | Pre‑1985 | Foundation in audit/tax before joining Morgan Stanley |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| AFC (Advanced Flower Capital Inc., f/k/a AFC Gamma, Inc.) | Director | Current | External directorship; SUNS was spun off from AFC in July 2024 |
| Fifth Street Asset Management, Inc. | Board Member (post‑retirement) | Since Sep 2017 | Advisory continuity with prior employer |
Board Governance
- Independence: The Board affirmatively determined Mr. Frank is independent under Nasdaq rules; SUNS’s committees are fully independent.
- Leadership: Lead Independent Director (since July 2024); chairs the Audit & Valuation Committee; member of the Compensation Committee and the Nominating & Corporate Governance Committee.
- Financial Expertise: Designated by the Board as an “audit committee financial expert”; all audit committee members are financially literate.
- Oversight Mandate: As Audit & Valuation Chair, he oversees financial reporting integrity, valuation of illiquid assets, independent auditor oversight, and review/approval of related‑party transactions, including monitoring amounts payable to the external Manager and recommending on Management Agreement renewal.
- Meetings and Attendance: In 2H‑2024 the Board met 8 times; the Audit & Valuation Committee 9, Compensation 1, and Nominating 1; each director attended at least 85% of aggregate Board and committee meetings. Independent directors meet in regular sessions without management.
- Shareholder Engagement: The Lead Independent Director is available for direct shareholder communications as appropriate.
2024 Meetings (Quantitative)
| Body | Number of Meetings | Attendance Threshold Disclosed |
|---|---|---|
| Board of Directors | 8 | Each director ≥85% in 2024 |
| Audit & Valuation Committee | 9 | Each director ≥85% in 2024 |
| Compensation Committee | 1 | Each director ≥85% in 2024 |
| Nominating & Corporate Governance Committee | 1 | Each director ≥85% in 2024 |
Fixed Compensation
- SUNS Director Pay Program (policy): Independent directors receive a $50,000 annual cash retainer; additional retainers: Lead Independent Director $10,000; Audit & Valuation Chair $10,000; Compensation Chair $5,000; Nominating Chair $5,000; no per‑meeting fees; equity awards may be granted under the 2024 Stock Incentive Plan. Eligibility requires ≥75% meeting attendance.
- 2024 Director Compensation – Frank:
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 35,000 | 10,007 | – | 45,007 |
- Unvested Director Equity (as of 12/31/2024): 761 restricted shares scheduled to vest on Dec 19, 2025.
Performance Compensation
- Structure: SUNS discloses cash retainers and time‑based restricted stock for non‑employee directors; no performance‑based metrics for director equity are disclosed.
| Metric/Instrument | Structure | Targets/Conditions | Vesting/Timing |
|---|---|---|---|
| Director equity (restricted stock) | Time‑based | No performance metrics disclosed | 761 unvested shares scheduled to vest Dec 19, 2025 |
Other Directorships & Interlocks
| Company | Type | Interlock/Notes |
|---|---|---|
| AFC | Current outside public directorship | SUNS and AFC entered into multiple separation/ongoing agreements at spin‑off; Frank’s dual board service may create perceived interlock risk, mitigated by SUNS’s independent committee oversight of related‑party matters. |
| Fifth Street | Board member post‑retirement | Historical connection; not a related‑party to SUNS operations; provides prior‑employer continuity. |
- Compensation Committee interlocks: SUNS discloses that none of the Compensation Committee members (including Frank) has ever been an officer or employee of SUNS.
Expertise & Qualifications
- Finance and Controls: Former COO/CFO (Fifth Street), MD & CFO (Chilton), and multiple global finance/treasury/controller leadership roles at Morgan Stanley.
- Audit Expertise: Board‑designated “audit committee financial expert”; deeply experienced in financial reporting, controls, valuation, and auditor oversight.
- Education: MBA, University of Michigan; BA, Dartmouth College.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 9,137 shares (less than 1% of 13,421,494 shares outstanding as of Apr 1, 2025) |
| Unvested restricted stock | 761 shares scheduled to vest Dec 19, 2025 |
| Vested shares (calculated) | 8,376 shares (9,137 total minus 761 unvested) |
| Pledged/Hedged | Company policy prohibits pledging and hedging by insiders; no pledging disclosed for Frank. |
| Ownership alignment | Director equity awards outstanding; modest equity plus cash retainer structure; attendance requirement for eligibility. |
Governance Assessment
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Strengths
- Lead Independent Director and Audit & Valuation Chair with “financial expert” designation strengthens oversight of financial reporting, valuation, and related‑party scrutiny in an externally managed REIT.
- Fully independent committees; independent‑only sessions and active meeting cadence (9 audit meetings in 2H‑2024) support robust oversight.
- Audit & Valuation Committee explicitly oversees related‑party transactions and Manager fees/renewal, directly addressing conflict areas inherent to external management.
- Insider policy bans pledging/hedging, improving alignment risk controls; lead independent director available for shareholder engagement.
-
Red Flags / Monitoring Items
- External manager (Sunrise Manager LLC) is majority-owned by Executive Chairman Leonard Tannenbaum and family; the Manager receives base and incentive fees; a three‑times termination fee applies—material related‑party exposure requires vigilant audit committee oversight.
- Numerous affiliate co‑investments and an affiliate agent; while common in externally managed structures, these require strict fairness controls and transparent approvals.
- Affiliate credit facility (SRTF) with the Tannenbaum family’s entity exists (no balances outstanding as of Apr 1, 2025) but remains a potential conflict channel.
- Concentrated ownership/leadership: Executive Chairman owns 23.8% of common stock and holds control interests in Manager and related affiliates, heightening perceived conflict risk (mitigated by independent oversight).
- Dual board seat at AFC post‑spin may create perceived interlock risks; SUNS has multiple agreements with AFC post‑separation.
Overall, Frank’s deep finance background and committee leadership are positives for investor confidence given SUNS’s externally managed, affiliate‑heavy model; the efficacy of his oversight will be particularly important in monitoring Manager fees, co‑investments, and any future affiliate financing, each of which the Audit & Valuation Committee explicitly oversees.