DEF 14A of WhiteHorse Finance, Inc., Jun 18, 2026

DEF 14A of WhiteHorse Finance, Inc.

Filed Jun 18, 20260001104659-26-075429

Open on EDGAR

  1. Election of Directors

    Election of Directors The election of a director requires the affirmative vote of a majority of the votes cast by Stockholders entitled to vote at the Meeting virtually or by proxy. For purposes of the election of a director, a majority of votes cast shall mean that the number of votes cast “for” a nominee’s election exceeds the number of votes cast “against” that nominee’s election. Stockholders may not cumulate their votes. Abstentions will not be included in determining the number of votes cast and, as a result, will have no effect on Proposal 1.

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS In accordance with the Company’s second amended and restated bylaws (the “Bylaws”), the Board currently has seven members. Directors are divided into three classes and are elected for staggered terms of three years each, with a term of office of one of the three classes of directors expiring each year. After this election, the terms of Class I, II and III will expire in 2028, 2029 and 2027, respectively. Each director will hold office for the term to which he is elected or until his successor is duly elected and qualifies. A Stockholder can vote for or against, or abstain from voting with respect to, any nominee. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy FOR the election of the nominees named below. If a nominee should decline or be unable to serve as a director, it is intended that the proxy will be voted for the election of such person as is nominated by the Board as a replacement. The Board has no reason to believe that the nominees below will be unable or unwilling to serve. THE BOARD, INCLUDING EACH OF ITS INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.

  3. Information about the Nominees and Directors

    Information about the Nominees and Directors Certain information with respect to the Class II nominees for election at the Meeting, as well as each of the other directors, is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person holds and the year in which each person became a director of the Company. Each nominee for Class II director currently serves as a director of the Company. Messrs. Frier, Aronson and Carvell have each been nominated for election by the Board, including the Independent Directors, as a Class II director for a term expiring at the 2029 annual meeting of Stockholders or until his successor is duly elected and qualifies. Messrs. Frier, Aronson and Carvell are not being proposed for election pursuant to any agreement or understanding by or between any of Mr. Frier, Mr. Aronson or Mr. Carvell and any other person and the Company.

  4. Information about the Nominees and Directors

    | Name, Age and Address(1) | Position(s) Held with the Company | Term of Office and Length of Time Served | Principal Occupation(s) During the Past Five Years | Other Directorships Held by Director or Nominee for Director During the Past Five Years(2) | | Nominees for Class II Directors | | | | | | Nominee for Independent Directors | | | | | | Rick P. Frier (64) | Director, Chairman of the Compensation Committee | Class II director since 2016; term expires 2029 (if re-elected) | Mr. Frier was the Executive Vice President and Chief Financial Officer of Chiquita Brands International, Inc. from April 2013 until January 2015. | Mr. Frier currently serves as the Chairman of the Board of CoolSys, Inc. since February 2023, serves as a board member for US Salt Corporation and is the Vice Chairman of the Board and Chairman of the Audit Committee for Trivium Corporation, to which he was elected in November 2019. He previously served as the Chairman of the Board and Chairman of the Audit Committee for Exal Corporation, to which he was elected in December 2016 and he also previously served on the Board of Affinion Group, Inc. where he was the Chairman of the Audit Committee, to which he was elected in November 2015. | | Nominee for Interested Directors | | | | | | Stuart Aronson(3) (63) | Chief Executive Officer and Director | Class II director since 2016; term expires 2029 (if re-elected) | Mr. Aronson serves as Chairman of the U.S. direct lending platform of H.I.G. Capital, L.L.C. (“H.I.G. Capital”). From July 1990 through December 2015, Mr. Aronson served as an officer of the General Electric Company and as the President and Chief Executive Officer of the U.S. Sponsor Finance business of GE Capital (“GSF”). | Mr. Aronson currently serves on the board of Kids in Crisis, a non-profit organization located in Greenwich, Connecticut. | | Jay Carvell(4) (60) | Director | Class II director since 2016; term expires 2029 (if re-elected) | Mr. Carvell served as a Managing Director at an H.I.G. Capital-affiliated investment adviser until June 2022. Prior to joining H.I.G. Capital, Mr. Carvell was a partner at WhiteHorse Capital Partners, L.P. | None | | Class I and III Directors (continuing directors not up for re-election at the Meeting) | | | | | | Independent Directors | | | | | | G. Stacy Smith (58) | Director, Chairman of the Nominating and Corporate Governance Committee | Class I director since 2015; term expires 2028 | Mr. Smith has served as a partner of Trinity Investment Group, an investment firm, since 2013 and previously served as a partner of SCW Capital from 2013-2022. | Mr. Smith currently serves on the board of directors of SouthState Bank to which he was elected in January 2025. He formerly served on the board of directors of Independent Bank Group from February 2013 until December 2024. He also served on the board of directors of USD Partners LP from October 2015 until December 2024. |

  5. Information about the Nominees and Directors

    | John P. Volpe (63) | Director | Class I director since 2024; term expires 2028 | Mr. Volpe currently serves as a director and Treasurer of Triangle Community Center. | Mr. Volpe also serves on the Board of Triangle Community Center, a charitable organization providing services to the LGBTQ+ community. | | Rick D. Puckett (72) | Director, Chairman of the Audit Committee | Class III director since 2012; term expires 2027 | Until his retirement in December 2017, Mr. Puckett served as Executive Vice President, Chief Financial Officer and Administrative Officer of Snyder’s- Lance, Inc. from January 2016 to December 2016 and served as a consultant of Snyder’s- Lance, Inc. in 2017. | Mr. Puckett currently serves as (i) a director and chair of the Audit Committee of Driven Brands, Inc. and (ii) a director and chair of the Compensation Committee of SPX Corporation. He previously served as a director and member of the Audit Committee of Pet Valu Holdings LTD. from 2019 through 2023, was on the Board of Advisors of Wake Forest University in Charlotte, North Carolina from 2012 to 2018 and also served on the Board of Blumenthal Performing Arts as chairman and director from February 2007 to 2017. | | Interested Directors | | | | | | John Bolduc(5) (61) | Chairman of the Board of Directors | Class III director since 2012; term expires 2027 | Mr. Bolduc currently serves as an Executive Managing Director of H.I.G. Capital. | None. |

  6. Information about the Nominees and Directors

    | (1) The business address of each director is c/o WhiteHorse Finance, Inc., 1450 Brickell Avenue, 31st Floor, Miami, Florida 33131. |

  7. Information about the Nominees and Directors

    | (2) No director otherwise serves as a director of any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the 1940 Act. |

  8. Information about the Nominees and Directors

    | (3) Mr. Aronson is an interested director due to his positions as an officer of the Company and as Chairman of the U.S. direct lending platform of H.I.G. Capital. |

  9. Information about the Nominees and Directors

    | (4) Mr. Carvell is an interested director due to his previous position as a Managing Director of an investment adviser affiliated with H.I.G. Capital. |

  10. Information about the Nominees and Directors

    | (5) Mr. Bolduc is an interested director due to his position as an Executive Managing Director of H.I.G. Capital. |

  11. Corporate Governance

    Corporate Governance We believe that maintaining the highest standards of corporate governance is a crucial part of our business, and we are committed to having in place the necessary controls and procedures designed to ensure compliance with applicable laws, rules and regulations.

  12. Director Independence

    Director Independence The Nasdaq Global Select Market (“Nasdaq”) corporate governance requirements require listed companies to have a board of directors with at least a majority of Independent Directors. Under Nasdaq corporate governance requirements, in order for a director to be deemed independent, our Board must determine that the individual does not have a relationship that would interfere with such director’s exercise of independent judgment in carrying out his responsibilities. On an annual basis, each of our directors is required to complete an independence questionnaire designed to provide information to assist the Board in determining whether the director is independent under Nasdaq corporate governance requirements, the 1940 Act and our corporate governance guidelines. Our Board has determined that each of our directors, other than Messrs. Aronson, Bolduc and Carvell, is independent under the Nasdaq listing standards and the 1940 Act. Our corporate governance guidelines require any director who has previously been determined to be independent to inform the Chairman of the Board, the Chairman of the Nominating and Corporate Governance Committee of the Company (the “Nominating and Corporate Governance Committee”), once appointed, and the Secretary of any change in circumstance that may cause his status as an Independent Director to change. The Board limits membership on the Audit Committee of the Company (the “Audit Committee”) and the Nominating and Corporate Governance Committee to Independent Directors.

  13. The Board’s Oversight Role in Management

    The Board’s Oversight Role in Management The Board’s role in management of the Company is one of oversight. Oversight of the Company’s investment activities extends to oversight of the risk management processes employed by WhiteHorse Advisers as part of its day-to-day management of our investment activities. The Board reviews risk management processes at both regular and special Board meetings throughout the year, consulting with appropriate representatives of WhiteHorse Advisers as necessary and periodically requesting the production of risk management reports or presentations. The goal of the Board’s risk oversight function is to ensure that the risks associated with our investment activities are accurately identified, thoroughly investigated and responsibly addressed. Stockholders should note, however, that the Board’s oversight function cannot eliminate all risks or ensure that particular events do not adversely affect the value of the Company’s investments.

  14. The Board’s Composition and Leadership Structure

    The Board’s Composition and Leadership Structure The 1940 Act requires that at least a majority of the Company’s directors not be “interested persons” (as defined in the 1940 Act) of the Company. Currently, four of the Company’s seven directors are Independent Directors (and are not “interested persons”). Mr. Aronson, Chairman of the U.S. direct lending platform of H.I.G. Capital, serves as the Chief Executive Officer of the Company. Mr. Bolduc, an Executive Managing Director of H.I.G. Capital, and therefore an interested person of the Company, serves as Chairman of the Board. Our Board believes that it is in the best interests of our investors for Mr. Bolduc to lead the Board because of his familiarity with our portfolio companies, his broad experience with the day-to-day management and operation of other investment funds and his significant background in credit investing and in the financial services industry, as described below. The Board does not have a lead Independent Director. However, Mr. Puckett, the Chairman of the Audit Committee, is an Independent Director and acts as a liaison between the Independent Directors and management between meetings of the Board. Mr. Puckett is involved in the preparation of agendas for Board and committee meetings. The Board believes that its leadership structure is appropriate because the structure allocates areas of responsibility among the individual directors and the committees in a manner that enhances effective oversight. The Board also believes that its small size creates an efficient corporate governance structure that provides opportunity for direct communication and interaction between WhiteHorse Advisers and the Board.

  15. Information About Each Director’s Experience, Qualifications, Attributes or Skills

    Information About Each Director’s Experience, Qualifications, Attributes or Skills Below is additional information about each director (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes and/or skills that each director possesses and which the Board believes has prepared each director to be an effective member of the Board. The Board believes that the significance of each director’s experience, qualifications, attributes and/or skills is an individual matter (meaning that experience or a factor that is important for one director may not have the same value for another) and that these factors are best evaluated at the Board level, with no single director, or particular factor, being indicative of Board effectiveness. However, the Board believes that directors need to have the ability to review, evaluate, question and discuss critical information provided to them and to interact effectively with Company management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties. The Board believes that its members satisfy this standard. Experience relevant to having this ability may be achieved through a director’s professional experience, education and/or other personal experiences. The Company’s counsel has significant experience advising funds and fund board members. The Board and its committees have the ability to engage other experts as appropriate. The Board evaluates its performance on an annual basis. The Board believes that, collectively, the directors have balanced and diverse experience, qualifications, attributes and skills, which allow the Board to operate effectively in governing the Company and protecting the interests of its Stockholders. Below is a description of the various experiences, qualifications, attributes and/or skills with respect to each director considered by the Board.

  16. Interested Directors

    Interested Directors Stuart Aronson: Mr. Aronson has served as our Chief Executive Officer since 2016 and has served as a director since 2017. Mr. Aronson also currently serves as Chairman of the U.S. direct lending platform of H.I.G. Capital, a position he has held since February 2016. In this position, Mr. Aronson is responsible for building the debt solutions offered by H.I.G. Capital to non-sponsor and sponsor borrowers in the U.S. middle market. Prior to joining H.I.G. Capital, from July 1990 through December 2015 Mr. Aronson served as an officer of the General Electric Company and as the President and Chief Executive Officer of GSF. Mr. Aronson also served during this period on the board of directors of Peacock Equity Partners, a mid-to-late stage venture capital fund organized as a joint venture between GE Capital and NBC Universal. Prior to joining GSF, Mr. Aronson led the commercial and industrial platform of GE Structured Finance (Americas), Inc., which provided structured debt and equity solutions to borrowers in the United States, Europe and Asia. Before that, he held several positions with GE Capital Markets Group, Inc., including serving as leader of domestic product execution, including syndications, private placements, securitization and trade finance. Mr. Aronson began his career in the syndications group of Chemical Banking Corporation. He also currently serves on the Board of Kids in Crisis in Greenwich, Connecticut. Mr. Aronson graduated cum laude from Tufts University and received an M.B.A. with honors from Columbia Business School. Mr. Aronson’s expertise in sponsored lending and his experience as our Chief Executive Officer and Chairman of the U.S. direct lending platform of H.I.G. Capital are among the attributes that led to the conclusion that Mr. Aronson should serve on our Board. John Bolduc: Mr. Bolduc has been Chairman of our Board since 2012. Mr. Bolduc is an Executive Managing Director of H.I.G. Capital, having joined the firm in 1993. Mr. Bolduc is responsible for leading H.I.G. Capital’s credit platform, which manages approximately $20 billion of capital across multiple investment funds. He has more than 25 years of experience focused on credit investments, including primary loans and distressed debt, as well as private equity investments. Mr. Bolduc currently serves on the boards of directors of several privately held companies. Prior to joining H.I.G. Capital in 1993, Mr. Bolduc was at the management-consulting firm of Bain & Company, a leading worldwide management-consulting firm, where he directed domestic and international assignments for Fortune 500 clients. Prior to joining Bain & Company, Mr. Bolduc worked for three years as the Assistant to the President of Chemed Corporation (NYSE: CHE), a specialty chemical company. Mr. Bolduc is a graduate of Lehigh University with a B.S. degree in Computer Science and earned his M.B.A. from the University of Virginia’s Darden School of Business. Mr. Bolduc was selected to serve as Chairman of our Board due, in part, to his familiarity with our portfolio companies, his broad experience with the day-to-day management and operation of other investment funds and his significant background investing in debt and working in the financial services industry. Jay Carvell: Mr. Carvell has served as a director since 2012. Mr. Carvell also served as a Managing Director at an H.I.G. Capital-affiliated investment adviser until June 2022. He was responsible for all aspects of our investment process, including sourcing, structuring and post-closing strategies, as well as portfolio management. Until May 2016, Mr. Carvell served as Chief Executive Officer of the Company. Prior to joining H.I.G. Capital, Mr. Carvell was a founding partner of WhiteHorse Capital Partners, L.P., a leading credit investor and manager of collateralized loan obligations. At WhiteHorse Capital Partners, L.P., Mr. Carvell co-managed portfolios of par and distressed loans across numerous industries and sectors through several market cycles. Mr. Carvell has over 28 years of experience in credit investment and management, including structuring and placement, trading and restructuring and reorganization. This experience branches across lower mid-cap, mid-cap and broadly syndicated investments. Before founding WhiteHorse Capital Partners L.P. in 2003, Mr. Carvell held various positions with Highland Capital Management, L.P. and PricewaterhouseCoopers LLP. Mr. Carvell earned both a B.A. and an M.B.A. from the University of Texas at Austin and holds the Chartered Financial Analyst designation. Mr. Carvell was selected to serve as a director on our Board due to his experience investing in credit instruments and managing WhiteHorse Capital Partners L.P. Mr. Carvell’s experience building WhiteHorse Capital Partners L.P. brings expertise in developing a successful credit investment firm to our Board.

  17. Independent Directors

    Independent Directors Rick P. Frier: Mr. Frier has served as a director since 2016. He is currently Chairman of the Board of CoolSys, Inc. He is currently Chairman of the Board of US Salt Corporation. He is currently the Vice-Chairman of the Board and Chairman of the Audit Committee for Trivium Corporation. He previously served as the Chairman of the Board and Chairman of the Audit Committee for Exal Corporation. He previously served on the Board of Affinion Group, Inc., where he was the Chairman of the Audit Committee. Mr. Frier also served as a Chairman of the Board of Shearer’s Foods Inc. Prior to these positions, Mr. Frier was the Executive Vice President and Chief Financial Officer of Chiquita Brands International, Inc. Before his position with Chiquita Brands, Mr. Frier served as the Executive Vice President, Chief Financial Officer and director of Catalina Marketing Corporation. Mr. Frier received a Bachelor of Science in Business Administration from the University of Southern California, and an M.B.A. from the Claremont Graduate University. Mr. Frier’s experience as a board member, chief executive officer and chief financial officer of several companies are among the attributes that led to the conclusion that Mr. Frier should serve on our Board. Rick D. Puckett: Mr. Puckett has served as a director since 2012. Mr. Puckett served as (i) a director and member of Audit Committee of Pet Valu Holdings LTD., a Canadian retail company that trades on the Toronto Stock Exchange, from 2019 through 2023, (ii) a director and chair of the Audit Committee of Driven Brands, Inc., a consumer products and services company (NASDAQ: DRVN), since 2016, and (iii) a director and chair of the Compensation Committee of SPX Corporation, a public company in the heavy industrial equipment industry (NYSE: SPXC), since 2016. He previously served on the Board of Advisors of Wake Forest University in Charlotte, North Carolina from 2012 to 2018 and also served on the Board of Blumenthal Performing Arts as chairman and director from February 2007 to 2017. From 2006 to 2017, Mr. Puckett held various positions at Snyder’s-Lance, Inc., including (i) Executive Vice President and Chief Financial and Administrative Officer from January 2006 to December 2016 and (ii) a consultant in 2017. Mr. Puckett has been retired from Snyder’s-Lance, Inc. since December 2017. From December 2003 to January 2006, Mr. Puckett served as Executive Vice President and Chief Financial Officer of United Natural Foods Inc. where he was responsible for the company’s finance, technology, human resources, legal, accounting and treasury functions. Mr. Puckett is a Certified Public Accountant and holds an MBA in Finance from Gatton College of Business and Economics at the University of Kentucky and a BA in Accounting from the University of Kentucky. Mr. Puckett’s experience as Executive Vice President and Chief Financial and Administrative Officer at a public company and his training as a Certified Public Accountant are among the attributes that led to the conclusion that Mr. Puckett should serve on our Board. G. Stacy Smith: Mr. Smith has served as a director since 2015. Mr. Smith previously served on the board of directors of Independent Bank Group, a bank holding company (NASDAQ: IBTX), to which he was elected in February 2013 until its sale to SouthState Bank, after which Mr. Smith was appointed to the board of SouthState Bank. He also previously served on the board of directors of USD Partners LP, an energy-related logistics company (NYSE: USDP), from October 2015 until December 2024. Mr. Smith co-founded in February 2013 and remains a partner of Trinity Investment Group, a firm which invests in private equity transactions, public equity securities and other assets. In 1997, Mr. Smith co-founded Walker Smith Capital, a Dallas-based small- and mid-cap equity hedge fund, where he was a partner and served as a portfolio manager until December 2012. Mr. Smith also formerly served as a partner of SCW Capital, LP, a hedge fund, from 2013 to 2022. Mr. Smith received a Bachelor of Business Administration in Finance and Accounting from the University of Texas at Austin in 1990. Mr. Smith’s experience as a board member, partner for several investment companies and manager for a hedge fund are among the attributes that led to the conclusion that Mr. Smith should serve on our Board. John P. Volpe: Mr. Volpe has served as a director since April 2024. Mr. Volpe currently serves as Treasurer and on the board of directors of Triangle Community Center, a charitable organization providing services to the LGBTQ+ community. He is a highly accomplished commercial lending leader with significant expertise across asset classes, including cash flow and asset-based senior debt, junior debt, debt investment funds, equity, securitization, leasing, and insurance products. He has over 30 years of experience in commercial lending, including 18 years with GE Capital. At GE Capital, Mr. Volpe led the U.S. syndicated debt placement team, developed debt capital markets capabilities for the firm’s reinsurance businesses, established the London-based debt structuring and distribution for GE Capital’s European commercial finance businesses, led the Unitrache Debt Fund for the GE Capital’s Sponsor Finance Group, and developed and implemented an innovative securitized funding vehicle for GE Capital’s asset-based lending businesses. Mr. Volpe began his career at Heller Financial, where his roles included originating, underwriting, portfolio management, and auditing of commercial senior and junior debt and equity investments and working out troubled credits. Mr. Volpe received a Bachelor of Science degree in Finance from the University of Illinois. Mr. Volpe’s experience as a board member and broad experience and leadership skills combined with his directly applicable experience in the credit markets are among the attributes that led to the conclusion that Mr. Volpe should serve on our Board.

  18. Compensation of Directors

    Compensation of Directors Independent Directors each receive an annual fee of $107,500. The chairman of the Audit Committee receives an annual fee of $15,000 and the chairman of each other committee of the Board receives an annual fee of $10,000 for their additional services in these capacities. In addition, we have purchased directors’ and officers’ liability insurance on behalf of our directors and officers. The following table shows information regarding the compensation earned by our directors (excluding any reimbursed out-of-pocket expenses relating to attendance at in-person meetings) for the fiscal year ended December 31, 2025. No compensation is paid by us to any interested director or executive officer of the Company.

  19. Compensation of Directors

    | | | Pension or | | | | | Retirement | Total | | | Aggregate | Benefits Accrued | Compensation | | | Fees Earned or | as Part of Our | from WhiteHorse | | Name | Paid in Cash | Expenses(1) | Finance | | Independent Directors | | | | | Rick P. Frier | $117,500 | — | $117,500 | | Rick D. Puckett | 122,500 | — | 122,500 | | G. Stacy Smith | 117,500 | — | 117,500 | | John P. Volpe | 107,500 | — | 107,500 | | Interested Directors | | | | | Stuart Aronson | — | — | — | | John Bolduc | — | — | — | | Jay Carvell | — | — | — |

  20. Compensation of Directors

    (1) We do not have a profit-sharing or retirement plan, and directors do not receive any pension or retirement benefits.