DEF 14A of SLR Investment Corp., Oct 9, 2024

DEF 14A of SLR Investment Corp.

Filed Oct 9, 20240001193125-24-235209

Open on EDGAR

  1. PROPOSAL I: ELECTION OF DIRECTORS

    PROPOSAL I: ELECTION OF DIRECTORS Pursuant to the Company’s charter and bylaws, the board of directors is divided into three classes. Directors are elected for a staggered term of three years each, with a term of office of one of the three classes of directors expiring each year. 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. Each of Messrs. Michael S. Gross and Leonard A. Potter has been nominated for election for a three-year-term expiring in 2027. If elected, Mr. Potter will continue to serve on the Company’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee. Messrs. Gross and Potter are not being proposed for election, nor has any director or executive officer of the Company been selected as a director or executive officer of the Company, pursuant to any agreement or understanding with the Company or any other person or entity. However, Mr. Gross is an “interested person” of the Company as defined in the 1940 Act due to his position as the Co-Chief Executive Officer and President of the Company and a managing member of SLR Capital Partners, the Company’s investment adviser. The election of a director requires the affirmative vote of a plurality of the votes cast at the Meeting virtually or by proxy. A stockholder can vote for or withhold his, her or its vote from each of the nominees. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxies “FOR” the election of the nominees named below. If either of the nominees 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 nominees named below will be unable or unwilling to serve. 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 has identified certain desired attributes for director nominees. Each of our directors and the director nominees have demonstrated high character and integrity, superior credentials and recognition in their respective field and the relevant expertise and experience upon which to be able to offer advice and guidance to our management. Each of our directors and the director nominees also have sufficient time available to devote to the affairs of the Company, are able to work with the other members of the board of directors and contribute to the success of the Company and can represent the long-term interests of the Company’s stockholders as a whole. Our 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 director nominees for election at the 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 the Company, 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 the Company, in light of the Company’s business and structure. There were no legal proceedings of the type described in Items 401(f)(7) and (8) of Regulation S-K in the past 10 years against any of the directors, director nominees or officers of the Company and none are currently pending.

  3. Nominees for Class III Directors—Term Expiring 2027

    Nominees for Class III Directors—Term Expiring 2027 Mr. Gross is an “interested person” of the Company as defined in the 1940 Act due to his position as the Co-Chief Executive Officer and President of the Company and a managing member of SLR Capital Partners, the Company’s investment adviser. Mr. Potter is not an “interested person” of the Company as defined in the 1940 Act.

  4. Nominees for Class III Directors—Term Expiring 2027

    | Name, Address and Age(1) | Position(s) Held with Company | Terms of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director(2) | Other Directorships Held by Director or Nominee for Director During Past 5 Years That Are Not Part of the Fund Complex | | Interested Director | | | | | | | Michael S. Gross, 63 | Chairman of the Board of Directors, Co-Chief Executive Officer and President. | Class III Director since 2007; Term expires 2024. | Co-Chief Executive Officer of SLR Investment Corp. and SCP Private Credit Income BDC LLC since June 2019, of SLR HC BDC LLC since September 2020 and of SLR Private Credit BDC II LLC since April 2022, and President of SLR Investment Corp. since 2007, of SCP Private Credit Income BDC LLC since 2018, of SLR HC BDC LLC since 2020 and of SLR Private Credit BDC II LLC since 2022; Sole Chief Executive Officer of SLR Investment Corp. (February 2007-June 2019) and of SCP Private Credit Income BDC LLC (June 2018-June 2019). Previously, Co-Chief Executive Officer and President of SLR Senior Investment Corp. | 4 | Chairman of the Board of Directors of Global Ship Lease Inc. Previously Chairman of the Board of Directors of SLR Senior Investment Corp., where he served from 2010 to April 2022. |

  5. Nominees for Class III Directors—Term Expiring 2027

    Mr. Gross’ intimate knowledge of the business and operations of SLR Capital Partners, extensive familiarity with the financial industry and the investment management process in particular and experience as a director of other public and private companies not only gives the board of directors valuable insight but also positions him well to continue to serve as the Chairman of our board of directors.

  6. Nominees for Class III Directors—Term Expiring 2027

    | Name, Address and Age(1) | Position(s) Held with Company | Terms of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director(2) | Other Directorships Held by Director or Nominee for Director During Past 5 Years That Are Not Part of the Fund Complex | | Independent Director | | | | | | | Leonard A. Potter, 62 | Director | Class III Director since 2009; Term expires 2024. | President and Chief Investment Officer of Wildcat Capital Management, LLC since 2011; Senior Managing Director of Vida Ventures I and II, each a biotech venture fund, since 2017; Managing Director of Soros Private Equity at Soros Fund Management LLC from 2002 to 2009. | 4 | Director of Hilton Grand Vacations Inc. since 2017, of SuRo Capital Corp. since 2011, and of several private companies. Previously a member of the board of directors of SLR Senior Investment Corp., where he served from 2011 to April 2022. |

  7. Nominees for Class III Directors—Term Expiring 2027

    Mr. Potter’s experience practicing as a corporate lawyer provides valuable insight to the board of directors on regulatory and risk management issues. In addition, his tenure in private equity and other investments and service as a director of both public and private companies provide industry-specific knowledge and expertise to the board of directors.

  8. Current Directors

    Current Directors Mr. Spohler is an “interested person” of the Company as defined in the 1940 Act due to his position as the Co-Chief Executive Officer and Chief Operating Officer of the Company and a managing member of SLR Capital Partners, the Company’s investment adviser. Each of Mr. Hochberg, Mr. Wachter and Ms. Roberts is not an “interested person” of the Company as defined in the 1940 Act.

  9. Class I Directors—Term Expiring 2025

    Class I Directors—Term Expiring 2025

  10. Class I Directors—Term Expiring 2025

    | Name, Address and Age(1) | Position(s) Held with Company | Terms of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director(2) | Other Directorships Held by Director or Nominee for Director During Past 5 Years That Are Not Part of the Fund Complex | | Independent Director | | | | | | | David S. Wachter, 61 | Director | Class I Director since 2007; Term expires 2025. | Founding Partner and Managing Partner of W Capital Partners, a private equity fund manager and wholly owned subsidiary of AXA Investment Managers, since 2001. | 4 | Previously a member of the board of directors of SLR Senior Investment Corp., where he served from 2011 to April 2022. |

  11. Class I Directors—Term Expiring 2025

    Mr. Wachter’s extensive knowledge of private equity and investment banking provides the board of directors with the valuable insight of an experienced financial manager.

  12. Class I Directors—Term Expiring 2025

    | Name, Address and Age(1) | Position(s) Held with Company | Terms of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director | Other Directorships Held by Director or Nominee for Director During Past 5 Years That Are Not Part of the Fund Complex | | Independent Director | | | | | | | Andrea C. Roberts, 68 | Director | Class I Director since 2023; Term expires 2025. | Co-Founder and Managing Director of Genesis Capital Corporation, an investment banking firm, since 1994; President and sole owner of Orbis Associates, Inc., a consulting firm providing consulting services to Genesis Capital Corporation on an exclusive basis, since 1994. | 1 | Director of Trinity Episcopal School from 2019 to 2022. |

  13. Class I Directors—Term Expiring 2025

    Ms. Roberts’ extensive knowledge of investment banking and asset-based financing provides the board of directors with the valuable insight of an experienced financial manager.

  14. Class II Directors—Term Expiring 2026

    Class II Directors—Term Expiring 2026

  15. Class II Directors—Term Expiring 2026

    | Name, Address and Age(1) | Position(s) Held with Company | Terms of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director(2) | Other Directorships Held by Director or Nominee for Director During Past 5 Years That Are Not Part of the Fund Complex | | Interested Director | | | | | | | Bruce Spohler, 64 | Co-Chief Executive Officer, Chief Operating Officer and Director | Class II Director since 2009; Term expires 2026. | Co-Chief Executive Officer of SLR Investment Corp. and SCP Private Credit Income BDC LLC since June 2019, of SLR HC BDC LLC since September 2020 and of SLR Private Credit BDC II LLC since April 2022; Chief Operating Officer of SLR Investment Corp. since February 2007, of SCP Private Credit Income BDC LLC since June 2018, of SLR HC BDC LLC since September 2020 and of SLR Private Credit BDC II LLC since April 2022. | 4 | Previously a member of the board of directors of SLR Senior Investment Corp., where he served from 2010 to April 2022. |

  16. Class II Directors—Term Expiring 2026

    Mr. Spohler’s depth of experience in managerial positions in investment management, leveraged finance and financial services, as well as his intimate knowledge of SLR Investment’s business and operations, gives the board of directors valuable industry-specific knowledge and expertise on these and other matters.

  17. Class II Directors—Term Expiring 2026

    | Name, Address and Age(1) | Position(s) Held with Company | Terms of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director(2) | Other Directorships Held by Director or Nominee for Director During Past 5 Years That Are Not Part of the Fund Complex | | Independent Director | | | | | | | Steven Hochberg, 62 | Director | Class II Director since 2007; Term expires 2026. | Operating Partner of Deerfield Management, a healthcare investment firm, since 2022. Partner of Deerfield Management from 2013 to 2021. Co-Founder and Manager of Ascent Biomedical Ventures, a venture capital firm focused on early-stage investment and development of biomedical companies, since 2004. Co-Founder and Co-General Partner of Triatomic Capital, a technology focused venture capital firm, since 2022. | 4 | Since 2011, Mr. Hochberg had been the Chairman of the Board of Continuum Health Partners until its merger with Mount Sinai in 2013, where he is a Vice Chairman of Mount Sinai Health System, a non-profit healthcare integrated delivery system in New York City. Director of a number of private healthcare companies and the Cardiovascular Research Foundation, an organization focused on advancing new technologies and education in the field of cardiovascular medicine. Previously a member of the board of directors of SLR Senior Investment Corp., where he served from 2011 to April 2022. |

  18. Class II Directors—Term Expiring 2026

    Mr. Hochberg’s varied experience in investing in medical technology companies provides the board of directors with particular knowledge of this field, and his role as chairman of other companies’ boards of directors brings the perspective of a knowledgeable corporate leader.

  19. Class II Directors—Term Expiring 2026

    | (1) The business address of the director nominees and other directors is c/o SLR Investment Corp., 500 Park Avenue, New York, New York 10022. |

  20. Class II Directors—Term Expiring 2026

    | (2) Messrs. Gross, Spohler, Hochberg, Potter and Wachter each also have served as directors of SCP Private Credit Income BDC LLC, SLR HC BDC LLC and SLR Private Credit BDC II LLC since 2018, 2020 and 2022, respectively, which are investment companies that have each elected to be regulated as a business development company (“BDC”) and are part of the Fund Complex. Mr. Gross has served as Chairman of SCP Private Credit Income BDC LLC, SLR HC BDC LLC and SLR Private Credit BDC II LLC since 2018, 2020 and 2022, respectively. Mr. Potter also serves as a director of SuRo Capital Corp., which is a closed-end management investment company that has elected to be regulated as a BDC. |

  21. Compensation of Directors

    Compensation of Directors The following table sets forth compensation of the Company’s directors during the year ended December 31, 2023.

  22. Compensation of Directors

    | Name | Fees Earned or Paid in Cash(2) | Stock Awards(3) | All Other Compensation | Total Compensation from the Company | Total Compensation from the Fund Complex | | Interested Directors | | | | | | | Michael S. Gross | — | — | — | — | — | | Bruce Spohler | — | — | — | — | — | | Independent Directors | | | | | | | Steven Hochberg | $133,000 | — | — | $133,000 | $208,000 | | David S. Wachter | $128,000 | — | — | $128,000 | $203,000 | | Leonard A. Potter | $128,000 | — | — | $128,000 | $203,000 | | Andrea C. Roberts(1) | $41,239 | — | — | $41,239 | $41,239 |

  23. Compensation of Directors

    | (1) Ms. Roberts was appointed to the board of directors on August 28, 2023. |

  24. Compensation of Directors

    | (2) For a discussion of the independent directors’ compensation, see below. |

  25. Compensation of Directors

    | (3) We do not maintain a stock or option plan, non-equity incentive plan or pension plan for our directors. However, our independent directors have the option to receive all or a portion of the directors’ fees to which they would otherwise be entitled in the form of shares of our common stock issued at a price per share equal to the greater of our then current net asset value per share or the market price at the time of payment. No shares were issued to any of our independent directors in lieu of cash during 2023. |

  26. Compensation of Directors

    Our independent directors’ base annual fee is $100,000. The independent directors also receive $2,500 ($1,500 if participating telephonically) plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each board meeting and $1,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with each committee meeting attended. In addition, the Chairman of the Audit Committee receives an annual fee of $7,500, the Chairman of the Nominating and Corporate Governance Committee receives an annual fee of $2,500 and the Chairman of the Compensation Committee receives an annual fee of $2,500. Further, we purchase directors’ and officers’ liability insurance on behalf of our directors and officers. No compensation was paid to directors who are interested persons of the Company as defined in the 1940 Act.