DEF 14A of Fidus Investment Corp, Mar 22, 2024

DEF 14A of Fidus Investment Corp

Filed Mar 22, 20240001193125-24-075189

Open on EDGAR

  1. ELECTION OF CLASS I DIRECTORS

    ELECTION OF CLASS I DIRECTORS Our Board of Directors is divided into three classes. Each class has a three-year term. Each director holds office for the term to which he or she is elected and until his or her successor is duly elected and qualified. Vacancies on the Board of Directors may be filled by persons elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy in a class, including any vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class or until the director’s successor is duly elected and qualified. The Board of Directors has six members. There are two members of the class of directors whose term expires in 2024 (Class I), Mr. Hyman and Ms. Corley. If elected at the Annual Meeting, each nominee will serve until the 2027 Annual Meeting of Stockholders or until his or her respective successor is elected and qualified or, if sooner, until his or her death, resignation or removal. Mr. Hyman and Ms. Corley are not being nominated for election, nor has any director, executive officer or other listed officer of the Company been selected as a director, executive officer or other officer pursuant to any agreement or understanding with the Company or any other person. Mr. Hyman and Ms. Corley have indicated their willingness to continue to serve if elected and have consented to be named as nominees. Mr. Hyman and Ms. Corley are not “interested persons” of the Company as defined in Section 2(a)(19) of the 1940 Act. A stockholder can vote for or withhold his or her vote for each nominee. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote each such proxy for the election of the nominees named below in accordance with the recommendation of the Board of Directors. If either of the nominees 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(s) who is nominated as a replacement. The Board of Directors has no reason to believe that the Class I director nominees named will be unable or unwilling to serve. Certain of our directors who are also officers of the Company may serve as directors of, or on the boards of managers of, certain of our portfolio companies. In addition, the Board of Directors of Fidus Mezzanine Capital, L.P., or Fund I, a wholly-owned consolidated subsidiary that has elected to be treated as a business development company (“BDC”) under the 1940 Act, is composed of all of the Company’s directors. The business address of each nominee and director listed below is 1603 Orrington Avenue, Suite 1005, Evanston, Illinois 60201. Certain information as of March 21, 2024, with respect to each Class I director nominee is set forth below.

  2. Nominees for Class I Directors

    Nominees for Class I Directors Independent Directors

  3. Nominees for Class I Directors

    | Name | Age | Background Information | | Charles D. Hyman | 65 | Mr. Hyman has served on our Board of Directors since our initial public offering in June 2011, a member of our Audit Committee and our Nominating Committee, and served as the chairman of our Nominating Committee through February 26, 2024. Mr. Hyman is the founder and chief executive officer of Charles D. Hyman & Co., a private, registered investment management firm located in Ponte Vedra Beach, Florida. Prior to forming Charles D. Hyman & Co. in 1994, Mr. Hyman served as a senior vice president of St. Johns Investment Management Company. Mr. Hyman has served on the board of directors for several not-for-profit companies. Mr. Hyman previously served on the board of Patriot Transportation Holding, Inc. (NASDAQ: PATI) from July 2016 to December 2023. |

  4. Nominees for Class I Directors

    | Name | Age | Background Information | | Kelly McNamara Corley | 65 | Ms. Corley has served on our Board of Directors since July 2022, is a member of our Nominating Committee and Audit Committee, and will serve as the chair of the Nominating Committee, effective as of February 26, 2024. Ms. Corley currently serves as Principal and Co-Founder of The Red Bee Group LLC, a women owned consulting group providing diversity equity and inclusion advice, public company board governance and strategic leadership advice to executive officers and chief legal officers. Prior to co-founding The Red Bee Group, Ms. Corley was the Chief Legal Officer of Discover Financial Services for 19 years. Prior to that, she served in a variety of legal and regulatory roles at Morgan Stanley. Ms. Corley currently serves on the boards of Goldman Sachs Bank USA, Rush University Medical Center, and Squeeze LLC. Ms. Corley brings to the Board extensive board, legal and regulatory experience in the financial services industry. |

  5. Nominees for Class I Directors

    The Board of Directors recommends a vote “for” the Class I director nominees named above. Certain information as of March 21, 2024, with respect to each Class II and Class III director is set forth below.

  6. Class III Directors continuing in office until the 2026 Annual Meeting of Stockholders

    Class III Directors continuing in office until the 2026 Annual Meeting of Stockholders Interested Director

  7. Class III Directors continuing in office until the 2026 Annual Meeting of Stockholders

    | Name | Age | Background Information | | Edward H. Ross | 58 | Mr. Ross has served as chairman of our board of directors and our chief executive officer, and as chairman of our Investment Advisor’s investment committees, since our initial public offering in June 2011. Additionally, Mr. Ross is the chief executive officer and a manager of our Investment Advisor. Mr. Ross is an interested director due to his positions with the Company and our Investment Advisor. Mr. Ross has more than 30 years of debt and equity capital investing experience with lower middle-market companies. Mr. Ross co-founded Fidus Capital, LLC, the predecessor firm to our Investment Advisor, in 2005. From February 2007 to June 2011, Mr. Ross served as a member of the investment committee of Fidus Mezzanine Capital GP, LLC, Fund I’s former general partner. From 2002 to 2005, Mr. Ross was a managing director and the head of the Chicago office for Allied Capital Corporation, a publicly-traded business development company, where he focused on making debt and equity investments in middle-market companies. Prior to joining Allied Capital Corporation, Mr. Ross co-founded Middle Market Capital, a merchant banking group of Wachovia Securities and its predecessor, First Union Securities, Inc., a retail brokerage and institutional capital markets and investment banking firm. Mr. Ross earned a bachelor of arts from Southern Methodist University and a master of business administration from the University of Notre Dame’s Mendoza College of Business. Mr. Ross is the brother of John J. Ross, II, a manager of our Investment Advisor and a member of its investment committee. |

  8. Class III Directors continuing in office until the 2026 Annual Meeting of Stockholders

    Independent Director

  9. Class III Directors continuing in office until the 2026 Annual Meeting of Stockholders

    | Name | Age | Background Information | | Raymond L. Anstiss, Jr. | 57 | Mr. Anstiss has served on our Board of Directors since September 2011 and is the chairman of our Audit Committee and a member of our Nominating Committee. Mr. Anstiss is the President of Anstiss & Co., an accounting, audit, tax and financial consulting firm headquartered in Chelmsford, Massachusetts. Prior to joining Anstiss & Co. in 1993, Mr. Anstiss served on the audit staff of KPMG Peat Marwick from 1988 to 1992. Mr. Anstiss has served on the board of directors for several not-for-profit companies. |

  10. 2023 DIRECTOR COMPENSATION TABLE

    2023 DIRECTOR COMPENSATION TABLE The following table shows information regarding the compensation received by the Company’s directors, none of whom is an employee of the Company, for the fiscal year ended December 31, 2023.

  11. 2023 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash (1) | Total | | Independent Directors | | | | Raymond L. Anstiss, Jr. | $105,000 | $105,000 | | Kelly McNamara Corley | $95,000 | $95,000 | | Charles D. Hyman | $100,000 | $100,000 | | Edward X. Tune | $95,000 | $95,000 | | Interested Directors | | | | Edward H. Ross | None | None | | Thomas C. Lauer | None | None |

  12. 2023 DIRECTOR COMPENSATION TABLE

    | (1) For a discussion of the independent directors’ compensation, see below. |

  13. 2023 DIRECTOR COMPENSATION TABLE

    The independent directors receive an annual fee of $60,000. They receive $5,000 plus reimbursement of reasonable and authorized business expenses incurred in connection with attending each regularly scheduled board meeting, which consists of quarterly meetings and a meeting held in conjunction with the annual shareholders meeting. In addition, the chairperson of the Audit Committee receives an additional annual fee of $10,000 and the chairperson of the Nominating Committee receives an additional annual fee of $5,000 for his or her additional services in these capacities. They also receive $2,500 per each additional Audit Committee meeting to review quarterly investment valuations. No compensation is paid by the Company to interested directors. No information has been provided with respect to executive officers of the Company who are not directors since its executive officers do not receive any direct compensation from the Company.