Independent
Tenure on this board
15.4 yrs
Also a director at
Victory Capital Holdings Inc (VCTR)
2 nominees · 3 ballot items.
Election of two Class III directors; Ratification of KPMG LLP as independent auditors for fiscal 2026; Advisory “Say-on-Pay” vote on executive compensation.
Elect two Class III directors (Karin Hirtler-Garvey and Lowell W. Robinson) to serve three-year terms ending 2029.
Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation program as disclosed in the proxy materials. Management frames the program as designed to attract, retain and motivate executives through base salary, discretionary annual bonuses, and long-term cash incentive awards tied to NAV and NAV per share goals, administered under the CIP. The Compensation Committee, supported by an independent consultant, argues that compensation is market-competitive, linked to performance metrics (NAV per share, net investment income per share, stock price), and structured to avoid encouraging excessive risk-taking while complying with 1940 Act constraints. Because this is advisory, management states it will consider but is not bound by the outcome; a significant vote against could prompt the Compensation Committee and Board to evaluate changes. The Board recommends a vote FOR the proposal, citing past approval and ongoing shareholder engagement on pay matters. The proposal’s practical impact is largely reputational but can influence future compensation design and disclosure practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Adalta Capital Management LLC | 9.08% | 175,569 | $7M |
| 2 | MORGAN STANLEY | 2.84% | 54,958 | $2M |
| 3 | AMERICAN FINANCIAL GROUP INC | 2.79% | 54,003 | $2M |
| 4 | 22NW, LP | 2.23% | 43,115 | $2M |
| 5 | RAYMOND JAMES FINANCIAL INC | 1.23% | 23,698 | $926K |
| 6 | Bulldog Investors, LLPActivist | 0.99% | 19,218 | $751K |
| 7 | Legal General Group Plc | 0.78% | 15,140 | $602K |
| 8 | AMERICAN FINANCIAL GROUP INC | 0.53% | 10,324 | $403K |
| 9 | OSAIC HOLDINGS, INC. | 0.02% | 400 | $16K |
| 10 | UBS Group AG | 0.02% | 358 | $14K |
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