DEF 14A of MidCap Financial Investment Corp
Filed Apr 29, 20240001193125-24-122878
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Pursuant to the Company’s charter and bylaws, the Board of Directors may modify the number of members of the Board of Directors provided that the number thereof shall never be less than four nor more than ten. In accordance with the bylaws, the Company currently has seven members on the Board of Directors. Directors are divided into three classes and are generally elected for staggered terms of three years each, with a term of office of one of the three classes of Directors expiring each year. The Company may have cause to propose a term of less than three years for a Director as it may deem necessary. Each Director will hold office for the term to which he or she is elected or until his or her successor is duly elected and qualified. A stockholder can vote for, or withhold his or her vote from, 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 of Directors as a replacement. The Board of Directors has no reason to believe that any of the persons named below will be unable or unwilling to serve. THE BOARD OF DIRECTORS UNANIMOUSLY 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 Certain information with respect to the Class II nominees for election at the Meeting, as well as each of the other Directors who are not standing for re-election, 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 held during the last five years, and the year in which each person became a Director of the Company.
Nominees for Class II Directors—Term Expiring 2027
Nominees for Class II Directors—Term Expiring 2027
Nominees for Class II Directors—Term Expiring 2027
| Name, Address and Age(1) | Position(s) Held with Company | Term of Office and Length of Time Served | Principal Occupation(s) During at Least the Past 5 Years | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director during Past 5 Years(2) | | Independent Directors | | | | | | R. Rudolph Reinfrank, 68 | Director | Class II Director since June 2013. | Managing General Partner of Riverford Partners, LLC (strategic advisory and investment firm) since 2009. | Director of Perception Capital II. Director of Perception Capital III. Director of Perception Capital IV. Trustee of Middle Market Apollo Institutional Private Lending since March 2024. | | Barbara Matas, 64 | Director | Class II Director since March 2017. | Chairman of Citigroup Leveraged Finance from 2013 to 2016; co-head from 2006 to 2013. | Director of Sleep Number since 2016, Director of BRP Group, Inc. since February 2020, Trustee of Middle Market Apollo Institutional Private Lending since March 2024. | | Interested Director | | | | | | John J. Hannan, 71(2) | Director | Class II Director since March 2004. | Co-founded Apollo Management, L.P. in 1990. | Director of Environmental Solutions Worldwide, Inc. (automotive). |
CONTINUING DIRECTORS (not up for election at the Meeting)
CONTINUING DIRECTORS (not up for election at the Meeting)
Nominees for Class III Directors—Term Expiring 2025
Nominees for Class III Directors—Term Expiring 2025
Nominees for Class III Directors—Term Expiring 2025
| Name, Address and Age(1) | Position(s) Held with Company | Term of Office and Length of Time Served | Principal Occupation(s) During at Least the Past 5 Years | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director during Past 5 Years(2) | | Independent Director | | | | | | Elliot Stein, Jr., 75 | Director | Class III Director since March 2004. | Private Investor; Corporate Director/Trustee. | Director of Apollo Senior Floating Rate Fund Inc. (closed-end investment company) since 2011; Director of Apollo Tactical Income Fund Inc. (closed-end investment company) since 2013; Director of BellRing Brands, Inc. (nutrition) since 2019; Trustee of Middle Market Apollo Institutional Private Lending since 2024. | | Interested Director | | | | | | Carmencita N. M. Whonder, 47(2) | Director | Class III Director since August 2022. | Policy Director at the lobbying and law firm of Brownstein Hyatt Farber Schreck, LLP. | Director of Apollo Commercial Real Estate Finance, Inc. since 2021. |
CONTINUING DIRECTORS (not up for election at the Meeting)
CONTINUING DIRECTORS (not up for election at the Meeting)
Nominees for Class I Directors—Term Expiring 2026
Nominees for Class I Directors—Term Expiring 2026
Nominees for Class I Directors—Term Expiring 2026
| Name, Address and Age(1) | Position(s) Held with Company | Term of Office and Length of Time Served | Principal Occupation(s) During at Least the Past 5 Years | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director during Past 5 Years(2) | | Independent Director | | | | | | Emanuel Pearlman, 64 | Director | Class I Director since March 2023. | Mr. Pearlman is the Founder, Chairman and Chief Executive Officer of Liberation Investment Group, an investment management and consulting firm. | Director of Diebold Nixdorf, Inc., Network-1 Technologies, Inc., Atlas Crest Investment Corp., Redbox Entertainment, Inc., Atlas Crest Investment Corp. II, Empire Resorts, Inc., CEVA Logistics, AG, QualTek Services | | Interested Director | | | | | | Howard T. Widra, 55(2) | Chairman and Director | Class I Director since May 2018. | Managing Partner of Apollo Capital Management, L.P. since 2013; Prior to 2013, he was the Chief Executive Officer of MidCap Financial. | Trustee of Middle Market Apollo Institutional Private Lending since 2024. |
Nominees for Class I Directors—Term Expiring 2026
| (1) The business address of the Director nominees, Directors and Executive Officers is c/o MidCap Financial Investment Corporation, 9 West 57th Street, New York, New York 10019. |
Nominees for Class I Directors—Term Expiring 2026
| (2) Messrs. Widra and Hannan and Ms. Whonder are interested Directors due to their affiliations with AIM and its affiliates. |
Compensation of Directors and Executive Officers
Compensation of Directors and Executive Officers The following table shows information regarding the compensation received by the Directors and Executive Officers for the twelve-months ended December 31, 2023. No compensation is paid by the Company to the interested Directors.
Compensation of Directors and Executive Officers
| Name | Aggregate Compensation from the Company(7) | Pension or Retirement Benefits Accrued as Part of Company Expenses(1) | Total Compensation from the Company paid to Director/Executive Officer(7) | | Independent Directors | | | | | Barbara Matas | $244,000 | None | $244,000 | | R. Rudolph Reinfrank | $219,000 | None | $219,000 | | Emanuel Pearlman | $186,416.67 | None | $186,416.67 | | Elliot Stein, Jr.(2) | $206,500 | None | $206,500 | | Interested Directors | | | | | John J. Hannan | None | None | None | | Carmencita Whonder | None | None | None | | Howard T. Widra | None | None | None |
Compensation of Directors and Executive Officers
| Name | Aggregate Compensation from the Company(7) | Pension or Retirement Benefits Accrued as Part of Company Expenses(1) | Total Compensation from the Company paid to Director/Executive Officer(7) | | Executive Officers | | | | | Gregory W. Hunt | None | None | None | | Kristin Hester | None | None | None | | Tanner Powell | None | None | None | | Ryan Del Giudice | None | None | None | | Ted McNulty | None | None | None |
Compensation of Directors and Executive Officers
| (1) We do not have a profit sharing or retirement plan, and our Directors and Executive Officers do not receive any pension or retirement benefits. |
Compensation of Directors and Executive Officers
| (2) Mr. Stein is also a director of Apollo Senior Floating Rate Fund Inc. and Apollo Tactical Income Fund Inc., two registered closed-end investment companies managed by an affiliate of the Investment Adviser. In aggregate, Mr. Stein’s total compensation from the three funds for the fiscal year ended December 31, 2023 was $279,000. |
Compensation of Directors
Compensation of Directors Each Independent Director’s annual fee is $145,000. Each Independent Director also receives $2,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each Board meeting, $1,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with each committee meeting attended, and $1,500 for each telephonic committee or board meeting attended. In addition, the lead Independent Director receives an annual fee of $35,000. In addition, the Chairman of the Audit Committee receives an annual fee of $25,000 and each chairman of any other committee receives an annual fee of $2,500 for additional services in these capacities. Further, we purchase directors’ and officers’ liability insurance on behalf of our Directors and officers. The Independent Directors serving on the Co-Investment Committee, which is responsible for reviewing and approving certain co-investment transactions pursuant to the Order, also received $1,500 per meeting.