DEF 14A of New Mountain Finance Corp
Filed Mar 26, 20240001140361-24-015314
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Pursuant to NMFC’s governing documents, the board of directors of NMFC is divided into three classes. Directors are elected for a staggered term of three years each, with a term of office of the three classes of directors expiring each year. Each director will hold office for the term to which he is elected or until his respective successor is duly elected and qualifies. Messrs. David Ogens, Adam B. Weinstein, and John R. Kline have each been nominated for election for a three year term expiring in 2027 to the board of directors of NMFC, have indicated their willingness to serve if elected and have consented to be named as nominees. Messrs. Ogens, Weinstein, and Kline have not been proposed for election pursuant to any agreement or understanding between each of Messrs. Ogens, Weinstein, and Kline and NMFC or any other person or entity. A stockholder can vote for or withhold his, her or its vote from the nominees. 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 each 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 vote for the election of such person as is nominated by the board of directors as a replacement. The board of directors have no reason to believe that the persons named below will be unable or unwilling to serve. This proposal is considered a “non-routine matter”; accordingly, brokers cannot vote on this proposal unless they have received voting instructions from the beneficial owner of Broker Securities. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.
Information about the Nominees and Directors
Information about the Nominees and Directors As described below under “Committees of the Board of Directors—Nominating and Corporate Governance Committee”, the board of directors of NMFC has identified certain desired attributes for director nominees. Each of the directors and the director nominees have demonstrated high character and integrity, superior credentials and recognition in his respective field and the relevant expertise and experience upon which to be able to offer advice and guidance to our management. Each of the directors and the director nominees also have sufficient time available to devote to the affairs of NMFC, are able to work with the other members of the board of directors and contribute to the success of NMFC and can represent the long-term interests of NMFC’s stockholders, as a whole. NMFC’s directors and the director nominees have been selected such that the board of directors represents a range of backgrounds and experiences. Certain information, as of the Record Date, with respect to the nominees for election at the Annual Meeting, as well as each of the current 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, the year in which each person became a director of NMFC, and a discussion of their particular experience, qualifications, attributes or skills that lead us to conclude, as of the Record Date, that such individual should serve as a director of NMFC, in light of its business and structure. The business address of the director nominees, other directors and executive officers listed below is c/o New Mountain Finance Corporation, 1633 Broadway, 48th Floor, New York, NY 10019.
Nominees for Directors
Nominees for Directors
Class I Directors—Term Expiring 2024
Class I Directors—Term Expiring 2024 Mr. Ogens is not an “interested person” of NMFC, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”).
Class I Directors—Term Expiring 2024
| Name, Address and Age | Position(s) Held with NMFC | Terms of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Companies in Fund Complex Overseen by Director | Other Directorships Held by Director or Nominee for Director During Past Five Years | | Independent Director | | | | | | | David Ogens, 69 | Director. | Class I Director since 2010; Term expires 2024. | Chief Executive Officer and Director of HealthBridge LLC (chronic care management and remote patient monitoring) from 2019 to 2022; and President and Director of Med Inc. (a company that provides rehabilitation services to patients with serious neuromuscular diseases) from 2011 to 2019. | 5 | Director of HealthBridge LLC (chronic care management and remote patient monitoring); from 2019 to 2022; Director of NMF SLF I, Inc. (BDC) since 2019; Director of New Mountain Guardian III BDC, L.L.C. (BDC) since 2019; Director of New Mountain Guardian IV BDC, L.L.C. (BDC) since 2022; Director of New Mountain Guardian IV Income Fund, L.L.C. (BDC) since 2022; and Director of Med Inc. (a company that provides respiratory services to patients with COPD and serious neuromuscular diseases) from 2011 to 2019. |
Class I Directors—Term Expiring 2024
Mr. Ogens brings his experience in wealth management and investment banking, including experience with debt issuances, as well as industry-specific expertise in the healthcare industry to NMFC’s board of directors. This background positions Mr. Ogens well to serve as a director of NMFC. Mr. Weinstein is an “interested person” of NMFC as defined in the 1940 Act due to his position as Executive Vice President and Chief Administrative Officer of NMFC and his affiliation with the Investment Adviser.
Class I Directors—Term Expiring 2024
| Name, Address and Age | Position(s) Held with NMFC | Terms of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Companies in Fund Complex Overseen by Director | Other Directorships Held by Director or Nominee for Director During Past Five Years | | Interested Director | | | | | | | Adam B. Weinstein, 45 | Executive Vice President, Chief Administrative Officer and Director. | Class I Director since 2012; Term expires 2024. | Executive Vice President and Chief Administrative Officer of NMFC since January 2013; Executive Vice President of NMF SLF I, Inc. (BDC) since 2019; Executive Vice President of New Mountain Guardian III BDC, L.L.C. (BDC) since 2019; Executive Vice President of New Mountain Guardian IV BDC, L.L.C. (BDC) since 2022; and Managing Director, Chief Operating Officer, and Chief Financial Officer, along with other various roles, of New Mountain Capital, L.L.C. (private equity firm) since 2005. | 4 | Director of New Mountain Guardian III BDC, L.L.C. (BDC) since 2019; Director of New Mountain Guardian IV BDC, L.L.C. (BDC) since 2022; Director of New Mountain Guardian IV Income Fund, L.L.C. (BDC) since 2022; Director of New Mountain Vantage (Cayman) Ltd. (hedge fund) from 2010 to 2020, Chairman from 2014 to 2020; Director of Sonrava Health (dental office chain) since 2021; Director of Citrin Cooperman & Company, LLP (licensed CPA firm) since 2021; Director of Victory Education Partners (education management) since 2014. |
Class I Directors—Term Expiring 2024
Mr. Weinstein brings his industry-specific expertise and background in accounting to NMFC’s board of directors. This background positions Mr. Weinstein well to serve as a director of NMFC. Mr. Kline is an “interested person” of NMFC as defined in 1940 Act due to his position as President and Chief Executive Officer of NMFC and his affiliation with the Investment Adviser.
Class I Directors—Term Expiring 2024
| Name, Address and Age | Position(s) Held with NMFC | Terms of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Companies in Fund Complex Overseen by Director | Other Directorships Held by Director or Nominee for Director During Past Five Years | | Interested Director | | | | | | | John R. Kline, 48 | President and Chief Executive Officer. | Class I Director since 2019; Term expires 2024. | Chief Executive Officer of New Mountain Guardian III BDC, L.L.C. (BDC), New Mountain Guardian IV BDC, L.L.C. (BDC), and NM SLF I, Inc. (BDC) since January 2023; President of New Mountain Finance Corporation since 2016; President of New Mountain Guardian III BDC, L.L.C. (BDC) and NM SLF I, Inc. (BDC) since 2019; President of New Mountain Guardian IV BDC, L.L.C. (BDC) since 2022; Chief Operating Officer of NMFC from 2013 to 2022; Executive Vice President of NMFC from 2013 to 2016; Chief Operating Officer of NMF SLF I, Inc. (BDC) from 2019 to 2022; Chief Operating Officer of New Mountain Guardian III BDC, L.L.C. (BDC) from 2019 to 2022; and Managing Director of New Mountain Capital, L.L.C. (advisory) (private equity firm) since 2008. | 5 | Director of NMF SLF I, Inc. (BDC) since 2019; Director of New Mountain Guardian III BDC, L.L.C. (BDC) since 2019; Director of New Mountain Guardian IV BDC, L.L.C. (BDC) since 2022; New Mountain Guardian IV Income Fund, L.L.C. (BDC) since 2022; and Director of Unitek Global Services, Inc. (business services company) since January 2015. |
Class I Directors—Term Expiring 2024
Mr. Kline’s depth of experience in managerial operational positions in investment management and financial services and as a member of other corporate boards of directors, as well as his intimate knowledge of our business and operations, provides NMFC’s board of directors valuable industry- and company- specific knowledge and expertise.
Current Directors
Current Directors
Class II Directors—Term Expiring 2025
Class II Directors—Term Expiring 2025 Mr. Hamwee is an “interested person” of NMFC as defined in the 1940 Act due to his position as a member of the investment committee of the Investment Adviser and his affiliation with the Investment Adviser.
Class II Directors—Term Expiring 2025
| Name, Address and Age | Position(s) Held with NMFC | Terms of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Companies in Fund Complex Overseen by Director | Other Directorships Held by Director or Nominee for Director During Past Five Years | | Interested Director | | | | | | | Robert A. Hamwee, 53 | Director and Vice Chairman of the board of directors. | Class II Director since 2010; Term expires 2025. | Chief Executive Officer of NMFC from July 2010 to January 2023; Chief Executive Officer of NMF SLF I, Inc. (BDC) from January 2019 to January 2023; Chief Executive Officer of New Mountain Guardian III BDC, L.L.C. (BDC) from May 2019 to January 2023; Chief Executive Officer of New Mountain Guardian IV BDC, L.L.C. (BDC) from March 2022 to January 2023; President of NMFC from 2011 to 2016; Senior Advisor of New Mountain Capital, L.L.C. (private equity firm) since October 2023; Managing Director from 2008 to October 2023. | 1 | Founder, majority stockholder of, and director on the board of Boulevard (f/k/a Woofbert, Inc.) (development stage company for art education applications for virtual reality platforms) since 2013; and Director of Edmentum, Inc. (educational software) since June 2015. |
Class II Directors—Term Expiring 2025
Mr. Hamwee’s depth of experience in managerial operational positions in investment management and financial services and as a member of other corporate boards of directors, as well as his intimate knowledge of the business and operations of NMFC, provides the board of directors valuable industry- and company-specific knowledge and expertise. This background positions Mr. Hamwee well to serve as a director of NMFC. Mr. Hurley is not an “interested person” of NMFC as defined in the 1940 Act.
Class II Directors—Term Expiring 2025
| Name, Address and Age | Position(s) Held with NMFC | Terms of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Companies in Fund Complex Overseen by Director | Other Directorships Held by Director or Nominee for Director During Past Five Years | | Independent Director | | | | | | | Alfred F. Hurley, Jr., 69 | Director. | Class II Director since 2010; Term expires 2025. | Sole Member of Alfred F. Hurley, Jr. & Company, LLC, a consulting business, since February 2014. | 5 | Director of NMF SLF I, Inc. (BDC) since 2019; Director of New Mountain Guardian III BDC, L.L.C. (BDC) since 2019; Director of New Mountain Guardian IV BDC, L.L.C. (BDC) since 2022; Director of New Mountain Guardian IV Income Fund, L.L.C. (BDC) since 2022; Director of Datasite (private business services company) from 2013 to 2020; Director of The Stars Group Inc. (online gaming company) from 2016 to 2020; Director and Chairman of the Compensation and Human Resource Committees of Flutter Entertainment Corporation (online gaming company) since May 2020; Director of Ligado Networks (satellite communication company) since 2017; Chairman of TSI Holdings, Inc. (holding company for TransWorldSystems, Inc.) since 2018; and Chairman, audit committee member and chairman of the compensation committee of Purified Ingredients, Inc. (U.S. producer of wheat protein) from 2019 to 2020. |
Class II Directors—Term Expiring 2025
Mr. Hurley brings his experience in risk management as well as his experience in the banking and money management industries to the board of directors of NMFC. This background positions Mr. Hurley well to serve as a director of NMFC. Ms. Daniel is not an “interested person” of NMFC as defined in the 1940 Act.
Class II Directors—Term Expiring 2025
| Name, Address and Age | Position(s) Held with NMFC | Terms of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Companies in Fund Complex Overseen by Director | Other Directorships Held by Director or Nominee for Director During Past Five Years | | Independent Director | | | | | | | Barbara Daniel, 58 | Director. | Class II Director since 2023; Term expires 2025. | Senior Vice President of SiriusXM (a broadcasting corporation that provides satellite radio and online radio services) since 2015; Chief Strategy Officer of SiriusXM since 2024; Head of Corporate Strategy of SiriusXM 2015-2024. | 2 | Director of NMF SLF I, Inc. (BDC) since 2023; and Director of Isos Acquisition Corp. (special-purpose acquisition company) from 2021 to 2022. |
Class II Directors—Term Expiring 2025
Ms. Daniel brings her experience in strategy, mergers and acquisitions and corporate finance to the board of directors of NMFC. This background positions Ms. Daniel well to serve as a director of NMFC.
Class III Directors—Term Expiring 2026
Class III Directors—Term Expiring 2026 Mr. Klinsky is an “interested person” of NMFC as defined in the 1940 Act, due to his position as the Founder and Chief Executive Officer of NMC.
Class III Directors—Term Expiring 2026
| Name, Address and Age | Position(s) Held with NMFC | Terms of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Companies in Fund Complex Overseen by Director | Other Directorships Held by Director or Nominee for Director During Past Five Years | | Interested Director | | | | | | | Steven B. Klinsky, 67 | Chairman of the board of directors. | Class III Director since 2010; Term expires 2026. | Founder and Chief Executive Officer of New Mountain Capital, L.L.C. (private equity firm) from its inception in 1999 to present. | 1 | Director of New Mountain Vantage (Cayman) (hedge fund); Board Member of American Investment Council (industry trade association) since 2011; Chairman of American Investment Council (industry trade association) from 2018 to 2021; Board Member of Gary Klinsky Children Centers (after school program) since 1993; Member of the Executive Council of (Raj & Kamala) Gupta |
Class III Directors—Term Expiring 2026
| Name, Address and Age | Position(s) Held with NMFC | Terms of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Companies in Fund Complex Overseen by Director | Other Directorships Held by Director or Nominee for Director During Past Five Years | | | | | | | Governance Jan 2019 Institute at Drexel University (humanitarian effort) since 2019; Advisory Member of The Gupta-Klinsky India Institute at The John Hopkins University (humanitarian effort) since 2021; Board Member of International Rescue Committee (humanitarian effort) since 2016; Chairman of Modern States Education Alliance (provides online college access) since 2014; Chairman of Harvard University’s Program on Education Policy & Governance (research) since 2010; Board Member of Harvard Law School, Dean’s Advisory Council (research) since 2013; Member of Advisory Council of McKinsey Advisory Council (management consultant firm) since 2019; Managing Member and President of Fenian Holdings LLC & Affiliates (media company) since 2018; President of 42-18, LLC & Affiliates (media company) since 2017; Managing Member of RCLM L.L.C. & Affiliates (media company) since 2014; Board Member of BoostEd (school financial |
Class III Directors—Term Expiring 2026
| Name, Address and Age | Position(s) Held with NMFC | Terms of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Companies in Fund Complex Overseen by Director | Other Directorships Held by Director or Nominee for Director During Past Five Years | | | | | | | budgeting/planning) since 2016; Board Member of Victory Education Partners (education management) from 1999 to 2018; Board Member of Great Oaks (charter school) from 2013 to 2020; Board Member of Education Next (research) from 2017 to 2021; Board Member to Second Stage Theater (off-broadway theatre co.) from 1999 to 2022. |
Class III Directors—Term Expiring 2026
From his experience as an executive or director of public and private companies and of financial advisory and private equity companies, Mr. Klinsky brings broad financial advisory and investment management expertise to the board of directors. Mr. Klinsky’s intimate knowledge of the business and operations of NMFC, as the Founder and Chief Executive Officer of NMC, and his experience as a member or chairman of various boards of directors of other publicly-held companies, positions him well to serve as the chairman of NMFC’s board of directors. Mr. Hébert is not an “interested person” of NMFC as defined in the 1940 Act.
Class III Directors—Term Expiring 2026
| Name, Address and Age | Position(s) Held with NMFC | Terms of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Companies in Fund Complex Overseen by Director | Other Directorships Held by Director or Nominee for Director During Past Five Years | | Independent Director | | | | | | | Daniel B. Hébert, 68 | Director. | Class III Director since 2019; Term expires 2026. | Co-Founder, Chief Operating Officer and Chief Compliance Officer of Vision One Management Partners, LP (Registered Investment Advisor) since January 2022; Chief Executive Officer of Vision One Partners, LLC (Registered Broker Dealer) since September 2018; | 1 | None. |
Class III Directors—Term Expiring 2026
| Name, Address and Age | Position(s) Held with NMFC | Terms of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Companies in Fund Complex Overseen by Director | Other Directorships Held by Director or Nominee for Director During Past Five Years | | | | | Chief Operating Officer of Bernstein Equity Partners, LLC (family office/investment banking boutique) from May 2017 to June 2020. | | |
Class III Directors—Term Expiring 2026
Mr. Hébert brings experience in the investment banking industry to the board of directors of NMFC. This background positions Mr. Hébert well to serve as a director of NMFC. Mr. Arnold is not an “interested person” of NMFC as defined in the 1940 Act.
Class III Directors—Term Expiring 2026
| Name, Address and Age | Position(s) Held with NMFC | Terms of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Companies in Fund Complex Overseen by Director | Other Directorships Held by Director or Nominee for Director During Past Five Years | | Independent Director | | | | | | | Rome G. Arnold III, 68 | Director. | Class III Director since 2017; Term expires 2026. | Senior Advisor of Rose and Co. (a financial technology startup with a focus on digital media) since 2017. | 4 | Director of New Mountain Guardian IV BDC, L.L.C. (BDC) since 2022; Director of New Mountain Guardian III BDC, L.L.C. (BDC) since 2019; Director of New Mountain Guardian IV Income Fund, L.L.C. (BDC) since 2022; and Director of Forbes Energy Services Ltd. (oilfield services contractor) from 2017 to February 2021; |
Class III Directors—Term Expiring 2026
Mr. Arnold brings his vast experience in investment banking and energy focus to the board of directors of NMFC. This background positions Mr. Arnold well to serve as a director of NMFC.
Compensation of Directors
Compensation of Directors The following table sets forth the compensation received by NMFC’s directors for the year ended December 31, 2023.
Compensation of Directors
| Name | Fees Paid in Cash from the Company(1) | Other Compensation Paid from the Company | Total Compensation Paid from the Company(2) | Fees Paid in Cash from the Fund Complex | Other Compensation Paid from the Fund Complex | Total Fees Paid in Cash and Other Compensation Paid from the Fund Complex | | Interested Directors | | | | | | | | Steven B. Klinsky | — | — | — | — | — | — | | Robert A. Hamwee | — | — | — | — | — | — | | Adam B. Weinstein | — | — | — | — | — | — | | John R. Kline | — | — | — | — | — | — | | Independent Directors | | | | | | | | David Ogens | $142,500 | $1,684 | — | $232,542 | $4,651 | $237,193 | | Alfred F. Hurley, Jr. | $140,000 | $0 | — | $226,042 | — | $226,042 | | Rome G. Arnold III | $146,500 | $0 | — | $217,000 | — | $217,000 | | Daniel B. Hébert | $129,000 | $0 | — | $129,000 | — | $129,000 | | Alice W. Handy(3) | $65,000 | $0 | — | $83,417 | — | $83,417 | | Barbara Daniel(4) | $70,500 | $0 | — | $81,458 | — | $81,458 |
Compensation of Directors
| (1) For a discussion of the Independent Directors’ compensation, see below. |
Compensation of Directors
| (2) We do not maintain a stock or option plan, non-equity incentive plan or pension plan for our directors. |
Compensation of Directors
| (3) Ms. Handy resigned as a director of the board of directors on April 25, 2023. |
Compensation of Directors
| (4) On June 27, 2023, Ms. Daniel was appointed as a director of the board of directors, effective July 1, 2023. |
Compensation of Directors
Effective October 1, 2022 the Independent Directors of NMFC receive an annual retainer fee of $120,000 (which was increased from $115,000) and further receive a fee of $2,500 for each regularly scheduled board of directors meeting and a fee of $1,000 for each special board of directors meeting, as well as reimbursement of reasonable and documented out-of-pocket expenses incurred in connection with attending each board of directors meeting. In addition, the chairman of the audit committee receives an annual retainer of $12,500, while the chairman of the valuation committee receives an annual retainer of $7,500 and the chairman of the compensation committee and the chairman of the nominating and corporate governance committee receive annual retainers of $2,500. No compensation is paid to directors who are “interested persons” of NMFC as defined in the 1940 Act.