Independent
Tenure on this board
14.8 yrs
7 nominees · 3 ballot items.
Election of seven directors; ratification of Grant Thornton LLP as independent registered public accounting firm for 2026; and an advisory (non-binding) vote to approve the Company’s executive compensation (say-on-pay).
Elect seven nominees to the Company’s Board of Directors to serve one-year terms until the next annual meeting and until their successors are duly elected and qualify.
Ratify the Audit Committee’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the Company’s compensation philosophy, policies and procedures and the compensation of the named executive officers as disclosed in the proxy statement (the Company’s 'say-on-pay' vote).
This advisory management proposal asks stockholders to approve, on a non-binding basis, the Company’s executive compensation program as disclosed in this proxy statement, including the Compensation Discussion and Analysis and the 2025 Summary Compensation Table. Management seeks shareholder approval to validate its compensation philosophy and practices, which emphasize a mix of base salary, discretionary annual cash bonuses tied to corporate and individual performance, and long-term restricted stock awards intended to align executives’ interests with long-term stockholder value. The Compensation Committee, advised periodically by an independent consultant, uses discretion (rather than rigid formulae) in setting incentive awards due to statutory constraints under the Investment Company Act of 1940 that limit profit-sharing style arrangements for BDCs; this regulatory context shapes the program’s design and reduces the use of formulaic company-performance payouts. The filing highlights strong 2025 financial and operating results, substantial restricted stock grants and sizeable cash bonuses for named executive officers, including a materially higher reported CEO compensation figure, which together underscore why management is seeking endorsement. The Board frames the advisory vote as a mechanism to solicit stockholder feedback and states it will consider the voting results when making future compensation decisions, noting prior strong stockholder support (88% approval in 2025). From a governance perspective, the proposal is non-binding, so failure would not automatically change the program, but a significant negative vote would likely trigger a Compensation Committee review and potential adjustments to alignment, disclosure, or pay practices. Analysts should weigh the program’s alignment features (multi-year restricted stock vesting, clawback provisions, and stock ownership guidelines) against high absolute pay levels and the discretionary nature of incentives, and consider the company’s stated reasons (retention, long-term alignment, and regulatory constraints) when evaluating the merits of supporting management’s recommendation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.91% | 2,701,830 | $143M |
| 2 | VAN ECK ASSOCIATES CORP | 2.27% | 2,108,922 | $112M |
| 3 | UBS Group AG | 1.40% | 1,301,106 | $69M |
| 4 | Legal General Group Plc | 0.84% | 784,021 | $42M |
| 5 | MORGAN STANLEY | 0.62% | 578,626 | $31M |
| 6 | D. E. Shaw Co., Inc.Activist | 0.58% | 543,325 | $29M |
| 7 | TWO SIGMA INVESTMENTS, LP | 0.56% | 524,038 | $28M |
| 8 | Qube Research Technologies Ltd | 0.52% | 485,799 | $26M |
| 9 | Muzinich Co., Inc. | 0.52% | 484,823 | $26M |
| 10 | ADELL HARRIMAN CARPENTER INC | 0.52% | 484,584 | $26M |
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