DEF 14A of Fidus Investment Corp
Filed Mar 20, 20260001193125-26-116813
ELECTION OF CLASS III DIRECTORS
ELECTION OF CLASS III 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 five members. There are two members of the class of directors whose term expires in 2026 (Class III), Messrs. Ross and Anstiss. Each of Mr. Ross and Mr. Anstiss was selected by the Nominating Committee for re-election at the Annual Meeting and approved by the Board of Directors for submission to stockholders. If elected at the Annual Meeting, each nominee will serve until the 2029 Annual Meeting of Stockholders or until his respective successor is elected and qualified or, if sooner, until his death, resignation or removal. Neither Mr. Ross nor Mr. Anstiss is being nominated for election pursuant to any agreement or understanding between either Mr. Ross or Mr. Anstiss, on the one hand, and the Company or any other person or entity, on the other hand. Messrs. Ross and Anstiss have indicated their willingness to continue to serve if elected and have consented to be named as nominees. Mr. Ross is an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Company due to his position as the Chief Executive Officer of the Company and Chief Executive Officer and a manager of the Investment Advisor. Mr. Anstiss is not an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Company . 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 III 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 19, 2026, with respect to each Class III director nominee is set forth below.
Nominees for Class III Directors
Nominees for Class III Directors Interested Director
Nominees for Class III Directors
| Name | Age | Background Information | | Edward H. Ross | 60 | 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 |
Nominees for Class III Directors
| | | 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. | | Independent Director | | | | Name | Age | Background Information | | Raymond L. Anstiss, Jr. | 59 | Mr. Anstiss has been a member of our Board of Directors since September 2011. He serves as Chairman of the Audit Committee and is a member of our Nominating Committee. Mr. Anstiss is a Partner and the Boston Market Leader at Grassi Advisory Group, Inc., a nationally ranked advisory and accounting firm, following its merger with Anstiss & Co. in January 2025. Based in Chelmsford, Massachusetts, he brings extensive experience in financial oversight and strategic advisory. Before joining Anstiss & Co. in 1993, Mr. Anstiss worked on the audit staff at KPMG Peat Marwick from 1988 to 1992. In addition to his corporate leadership roles, he has served on the board of directors for several not-for-profit organizations. |
Nominees for Class III Directors
The Board of Directors recommends a vote “for” the Class III director nominees named above. Certain information as of March 19, 2026, with respect to each incumbent Class I and Class II director is set forth below.
Class II Directors continuing in office until the 2028 Annual Meeting of Stockholders
Class II Directors continuing in office until the 2028 Annual Meeting of Stockholders
Class II Directors continuing in office until the 2028 Annual Meeting of Stockholders
| Interested Director | | | | Name | Age | Background Information | | Thomas C. Lauer | 58 | Mr. Lauer has served as our director and as a member of our Investment Advisor’s investment committees since our initial public offering in June 2011 and as our President since September 2016. Additionally, Mr. Lauer is a manager of our Investment Advisor. Mr. Lauer is an interested director due to his position with the Investment Advisor. Mr. Lauer has more than 30 years of experience investing debt and equity capital in lower middle-market companies. Mr. Lauer was a managing partner of Fidus Partners, LLC, an investment banking firm, from 2008 to June 2011. From 2004 to 2008, Mr. Lauer was a managing director of |
Class II Directors continuing in office until the 2028 Annual Meeting of Stockholders
| | | Allied Capital Corporation, a publicly-traded business development company, and member of that firm’s Management Committee from 2006 to 2008, Private Finance Investment Committee from 2005 to 2008, and Senior Debt Fund Investment Committee from 2007 to 2008. Prior to joining Allied Capital Corporation, Mr. Lauer worked with the Global Sponsor Finance Group of GE Capital, the financial services unit of General Electric, the Leveraged Capital Group at Wachovia Securities and its predecessor, First Union Securities, Inc., a retail brokerage and institutional capital markets and investment banking firm, and the Platform Components Division of Intel Corporation. Mr. Lauer earned a bachelor of business administration from the University of Notre Dame and master of business administration from the University of Notre Dame’s Mendoza College of Business. | | Independent Director | | | | Name | Age | Background Information | | Edward X. Tune | 56 | Mr. Tune has served on our Board of Directors since March 2019 and is a member of our Audit Committee and our Nominating Committee. Mr. Tune is a Partner of Brown Advisory, an investment management firm with offices in North America, Europe, and Asia. Prior to joining Brown Advisory, Mr. Tune was a Managing Director at Brown Brothers Harriman (BBH) where for 14 years he served in a variety of client-facing and leadership roles in Charlotte and Chicago including Chief Operating Officer and Chief Financial Officer for BBH’s wealth management unit. Prior to that, Mr. Tune served as a Vice President and investment advisor with Stein Roe & Farnham in Chicago for 8 years. Mr. Tune brings to the Board of Directors extensive investment management experience. |
2025 DIRECTOR COMPENSATION TABLE
2025 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, 2025.
2025 DIRECTOR COMPENSATION TABLE
| | Fees Earned | | | | or Paid in | | | Name | Cash (1) | Total | | Independent Directors | | | | Raymond L. Anstiss, Jr. | $115,000 | $115,000 | | Kelly McNamara Corley | $110,000 | $110,000 | | Edward X. Tune | $105,000 | $105,000 | | Interested Directors | | | | Edward H. Ross | None | None | | Thomas C. Lauer | None | None |
2025 DIRECTOR COMPENSATION TABLE
| (1) For a discussion of the independent directors’ compensation, see below. |
2025 DIRECTOR COMPENSATION TABLE
Effective as of January 1, 2025, each independent director receives an annual fee of $105,000 for serving on the Board. 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. The Company also reimburse each of the independent directors for all reasonable and authorized business expenses incurred in connection with each meeting attended. 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.