DEF 14A of New Mountain Finance Corp, Mar 27, 2026

DEF 14A of New Mountain Finance Corp

Filed Mar 27, 20260001140361-26-011780

Open on EDGAR

  1. 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. Steven B. Klinsky, Daniel B. Hébert and Rome G. Arnold III have each been nominated for election for a three year term expiring in 2029 to the board of directors of NMFC, have indicated their willingness to serve if elected and have consented to be named as nominees. Messrs. Steven B. Klinsky, Daniel B. Hébert and Rome G. Arnold III have not been proposed for election pursuant to any agreement or understanding between each of Messrs. Steven B. Klinsky, Daniel B. Hébert and Rome G. Arnold III 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 has 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.

  2. 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.

  3. Nominees for Directors

    Nominees for Directors

  4. 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 New Mountain Capital, L.L.C.

  5. 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, 69 | 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 | 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 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) from 2016-2024, Advisory Member since 2025; Chairman of Modern States Education Alliance (provides online |

  6. 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 | | | | | | | college access) since 2014; Chairman of Harvard University’s Program on Education Policy & Governance (research) since 2010; Board Member 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 2020; Managing Member & President of 42-18, LLC & Affiliates (media company) since 2018; Managing Member & President of RCLM L.L.C. & Affiliates (media company) since 2014; Managing Member & President of SKMedia (media company) since 2015; Board Member of BoostEd (school financial budgeting/planning) since 2016; Board Member of Education Next (research) from 2017-2021; Board Member to Second Stage Theater (off-Broadway theater co.) 1999-2022 |

  7. 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 New Mountain Capital, L.L.C., 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.

  8. 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, 71 | Director. | Class III Director since 2019; Term expires 2026. | Chief Executive Officer of 777 Securities, LLC, a registered broker-dealer, since September 2018; Co-Founder, Chief Operating Officer and Chief Compliance Officer of Vision One Management Partners, LP, a registered investment advisor, from 2022 to 2024. | 4 | Director of New Mountain Private Credit Fund (BDC) since 2024; Director of New Mountain Guardian IV BDC, L.L.C. (BDC) since 2026; and Director of New Mountain Guardian IV Income Fund, L.L.C. (BDC) since 2026. |

  9. 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.

  10. 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, 70 | 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) from 2017-2023. | 3 | Director of New Mountain Guardian III BDC, L.L.C. (BDC) from 2019 to 2024; 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 Forbes Energy Services Ltd. (oilfield services contractor) from 2017 to February 2021. |

  11. 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.

  12. Current Directors

    Current Directors

  13. Class I Directors—Term Expiring 2027

    Class I Directors—Term Expiring 2027 Mr. Ogens is not an “interested person” of NMFC as defined in the 1940 Act.

  14. Class I Directors—Term Expiring 2027

    | 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, 71 | Director. | Class I Director since 2010; Term expires 2027. | Chief Executive Officer and Director of HealthBridge LLC (chronic care management and | 4 | Director of New Mountain Guardian III BDC, L.L.C. (BDC) from 2019 to 2024; Director of NMF SLF |

  15. Class I Directors—Term Expiring 2027

    | 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 | | | | | 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 2023. | | I, Inc. (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 Med Inc. (a company that provides rehabilitation services to patients with neuromuscular and respiratory diseases) from 2011 to 2023; and CEO and Director of HealthBridge LLC (chronic care management and remote patient monitoring); from 2019 to 2022. |

  16. Class I Directors—Term Expiring 2027

    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.

  17. Class I Directors—Term Expiring 2027

    | 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, 47 | Executive Vice President, Chief Administrative Officer and Director. | Class I Director since 2012; Term expires 2027. | 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) from 2019 to | 4 | Director of New Mountain Guardian III BDC, L.L.C. (BDC) from 2019 to 2024; 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 Private Credit Fund (BDC) |

  18. Class I Directors—Term Expiring 2027

    | 2024; Executive Vice President of New Mountain Guardian IV BDC, L.L.C. (BDC) since 2022; Director of New Mountain Private Credit Fund (BDC) since 2024; and President, 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. | since 2024; Director of Grant Thornton (independent audit, tax and advisory firm) since 2024; Director of Sonrava Health (dental office chain) from 2021-2024; Director of Citrin Cooperman & Company, LLP (licensed CPA firm) from 2021-2024. |

  19. Class I Directors—Term Expiring 2027

    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.

  20. Class I Directors—Term Expiring 2027

    | 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, 50 | President and Chief Executive Officer. | Class I Director since 2019; Term expires 2027. | Chief Executive Officer and President of New Mountain Private Credit Fund (BDC) since 2024; Chief Executive Officer of New Mountain Guardian III BDC, L.L.C. (BDC), New Mountain Guardian IV BDC, L.L.C. (BDC) from 2023 to 2024; Chief Executive Officer of NMF 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) from 2019 to 2024; President of NMF SLF I, Inc. (BDC) | 5 | Director of NMF SLF I, Inc. (BDC) since 2019; Director of New Mountain Guardian III BDC, L.L.C. (BDC) from 2019 to 2024; 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; Director of New Mountain Private Credit Fund (BDC) since 2024; and Director of Unitek Global Services, Inc. (business services company) since January 2015. |

  21. Class I Directors—Term Expiring 2027

    | since 2019; President of New Mountain Guardian IV BDC, L.L.C. (BDC) since 2022; Chief Operating Officer of NMFC from 2013 to 2022; 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. |

  22. Class I Directors—Term Expiring 2027

    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.

  23. Class II Directors—Term Expiring 2028

    Class II Directors—Term Expiring 2028 Ms. Daniel is not an “interested person” of NMFC as defined in the 1940 Act.

  24. Class II Directors—Term Expiring 2028

    | 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, 60 | Director. | Class II Director since 2023; Term expires 2028. | Chief Strategy Officer of Sirius XM (a broadcasting corporation that provides satellite radio and online radio services) from 2024 to 2025; Vice President and Head of Corporate Strategy from 2015 to 2024. | 3 | Director of NMF SLF I, Inc. (BDC) since 2023; Director of New Mountain Private Credit Fund (BDC) since 2024; and Director of Isos Acquisition Corp. from 2021 to 2022. |

  25. Class II Directors—Term Expiring 2028

    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. Mr. Malfettone is not an “interested person” of NMFC as defined in the 1940 Act.

  26. Class II Directors—Term Expiring 2028

    | 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 | | | | | | | John P. Malfettone, 70 | Director. | Class II Director since 2026; Term expires 2028. | Senior Advisor to the Transaction Advisory Group at Alvarez & Marsal since 2020. | 3 | Director of NMF SLF I, Inc. (BDC) since 2019; Trustee of New Mountain Private Credit Fund (BDC) since 2024. |

  27. Class II Directors—Term Expiring 2028

    Mr. Malfettone brings his experience in investment management, including perspectives related to audit and compliance, as well as potential industry-specific expertise related to various portfolio investments to the Board. This background positions Mr. Malfettone well to serve as a director of NMFC. Mr. Hamwee is an “interested person” of NMFC as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), due to his position as a member of the investment committee of the Investment Adviser.

  28. Class II Directors—Term Expiring 2028

    | 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, 55 | Director and Vice Chairman of | Class II Director since 2010; Term expires 2028. | Chief Executive Officer of NMFC from July 2010 to January 2023; Chief | 1 | Director of Edmentum, Inc. (educational software) since June 2015. |

  29. Class II Directors—Term Expiring 2028

    | the board of directors. | 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 November 2023; Managing Director from 2008 to November 2023. |

  30. Class II Directors—Term Expiring 2028

    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.

  31. Compensation of Directors

    Compensation of Directors The following table sets forth the compensation received by NMFC’s directors for the year ended December 31, 2025.

  32. Compensation of Directors

    | Name | Fees Paid in Cash from the Company(1) | Other Compensation from the Company | Total Compensation from the Company(2) | Fees Paid in Cash from the Fund Complex | Other Compensation Paid from the Fund Complex | Total Compensation Paid from the Fund Complex | | Interested Directors | | | | | | | | Steven B. Klinsky | — | — | — | — | — | — | | Robert A. Hamwee | — | — | — | — | — | — | | Adam B. Weinstein | — | — | — | — | — | — | | John R. Kline | — | — | — | — | — | — | | Independent Directors | | | | | | | | David Ogens | $141,500 | $3,543 | — | $201,229 | $7,420 | $208,649 | | Alfred F. Hurley, Jr.(3) | $139,000 | — | — | $195,979 | — | $195,979 | | Rome G. Arnold III | $145,500 | $1,893 | — | $184,909 | $3,387 | $188,743 | | Daniel B. Hébert | $132,000 | — | — | $163,188 | — | $163,188 | | Barbara Daniel | 134,000 | — | — | $184,354 | — | $184,354 | | John P. Malfettone(4) | — | — | — | $62,594 | $1,790 | $64,384 |

  33. Compensation of Directors

    | (1) For a discussion of the Independent Directors’ compensation, see below. |

  34. Compensation of Directors

    | (2) We do not maintain a stock or option plan, non-equity incentive plan or pension plan for our directors. |

  35. Compensation of Directors

    | (3) Mr. Hurley retired from his position as a director of the Board on January 15, 2026. |

  36. Compensation of Directors

    | (4) Mr. Malfettone was appointed as a director of the Board effective January 15, 2026. |

  37. 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 (i) each special board of directors meeting or (ii) actions taken by written consent relating to matters that supplement or follow up on items covered at regularly scheduled board meetings (not to exceed once per fiscal quarter, 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 Section 2(a)(19) of the 1940 Act.