DEF 14A of Mount Logan Capital Inc.
Filed Apr 29, 2026 · FY20250001193125-26-191732
PROPOSAL 1 — ELECTION OF CLASS I DIRECTORS
PROPOSAL 1 — ELECTION OF CLASS I DIRECTORS The business and affairs of the Company are managed under the oversight of its Board. The Board currently consists of seven members, six of whom qualify as “independent directors” as defined by Rule 5605(a)(2) of the Nasdaq Listing Rules, and the Board consists of a majority of “independent directors” as defined under the rules of the SEC and Nasdaq relating to director independence requirements. The Board may fix the number of directors, from time to time, by resolution adopted by a majority of the entire Board in accordance with the Company’s bylaws. Under the Company’s Amended and Restated Certificate of Incorporation and bylaws, directors are divided into three classes, designated as Class I, Class II and Class III. At each annual meeting of stockholders of the Company, the successors to the directors whose terms expire at such meeting will be elected to serve until the annual meeting of stockholders held in the third year following the year of his or her election and until his or her successor has been duly elected and qualified or any director’s earlier death, retirement, resignation, or removal from office. Each of Parker A. Weil and Matthew Westwood has been nominated for re-election to the Board, for a three-year term expiring at the 2029 annual meeting of stockholders of the Company. Biographical information for Parker A. Weil and Matthew Westwood is included below with the director biographies in the section titled “Directors and Executive Officers—Continuing Director Nominees.” No person being nominated as a director at the Annual Meeting is being proposed for election pursuant to any agreement or understanding between any such person and the Company.
Required Vote
Required Vote Our organizational documents provide that, in an uncontested election of directors, provided a quorum is present, each director nominee must be elected by a majority of votes cast with respect to that director, meaning that the number of shares voted “for” a nominee must exceed the number of votes cast to “against” that nominee. Any stockholder as of the Record Date can vote “for,” “abstain” or “against” on each of the director nominees of the Company. Abstentions, votes to “withhold authority” and broker non-votes will have no effect on the election of any director nominee, although they will be considered present for the purpose of determining the presence of a quorum. 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 above. If a nominee should be unable to serve or for good cause will not serve as a director, it is intended that the proxy will be voted for the election of such person nominated by the Board as a replacement. The Board has no reason to believe that any director nominee named will be unable or unwilling to serve. The Company’s Board unanimously recommends a vote “FOR” each of the Company’s director nominees described in this Proxy Statement.
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS The tables below sets forth certain information regarding our executive officers, key persons and directors as of April 27, 2026.
Directors
Directors
Directors
| Name | Age | Position(s) Held | Term Expiration | | Edward (Ted) Goldthorpe | 49 | Chief Executive Officer, Chair of the Board (Class III Director) | 2028 | | David Allen | 51 | Class III Director | 2028 | | Sabrina Liak | 46 | Class II Director | 2027 | | Buckley Ratchford | 54 | Class III Director | 2028 | | R. Rudolph Reinfrank | 70 | Class II Director | 2027 | | Parker A. Weil | 60 | Class I Director | 2026 | | Matthew Westwood | 55 | Class I Director | 2026 |
Directors
There are no family relationships with any director, executive officer, or person nominated to become a director or executive officer, of the Company. Continuing Director Nominees: Set forth below is certain biographical information for our two Class I director nominees, as well as the month and year each person was first elected as one of our directors. Parker A. Weil: Mr. Parker Weil has served on the Board since September 2025. Since March 2024, Mr. Weil has served as the Global Co-Head of Investment Banking at TD Cowen. From August 2018 to March 2024, Mr. Weil served as Vice Chair of Investment Banking at TD Cowen. TD Cowen is a division of TD Bank Group (TSX and NYSE: TD) which offers a full range of financial products and services to more than 27 million customers worldwide. TD Cowen is an institutional financial services firm that operates through Cowen and Company, a broker dealer, and an investment management division. In addition to Investment Banking, Cowen and Company also offers equity and credit research, sales and trading, and a wide array of institutional services capabilities. From June 2012 to April 2018, Mr. Weil served as Managing Director of investment banking for Stifel Financial Corp. During his 30+ years in investment banking, he has served as an advisor, underwriter and placement agent on numerous initial public offerings, add-on financings and merger and acquisition transactions. He has worked with companies in a wide range of industries including Energy, Power, Industrials, Telecommunications and Business Services. From July 2017 until September 2025, Mr. Weil served on the board of directors of 180 Degree Capital, and was Chair of its Compensation and Nominating Committees. From June 2020 to February 2024, Mr. Weil served on the board of directors of Clean Energy Fuels Corporation. Mr. Weil has served on the board of trustees of the Ridgewood Lacrosse Association, Maroons Soccer Club and Ridgewood Education Foundation. Mr. Weil received a Bachelor of Arts from the University of Pennsylvania and a Masters of Business Administration from the Kellogg Graduate School of Management at Northwestern University. We believe Mr. Weil is qualified to serve on our Board because of his extensive financial and investment banking experience. Matthew Westwood: Mr. Matthew Westwood has served on the Board since September 2025. Mr. Westwood currently serves on board of directors of BCP Investment Corporation (Nasdaq: BCIC) (“BCIC”), including on its audit, compensation and nominating and corporate governance committees. Mr. Westwood formerly served as a managing director and principal of Wilshire Associates Incorporated. While at Wilshire Associates Incorporated, Mr. Westwood was a senior investment professional for Wilshire Private Markets, a global private equity fund of funds. Prior to joining Wilshire Associates Incorporated, Mr. Westwood worked at Ernst & Young LLP where he managed audit and consulting engagements for both public and private clients. During his career, Mr. Westwood has served on numerous private equity limited partner advisory boards. He also formerly served as a director of Garrison Capital from May 2011 to October 2020, as a member of the board of the Pittsburgh Venture Capital Association, and as a member of Wilshire Associates Incorporated’s 401k Committee. Mr. Westwood received a Bachelor of Science from Villanova University and a Masters of Business Administration from the University of Pittsburgh. We believe Mr. Westwood is qualified to serve on the Board due to his financial expertise and years of experience advising companies in various industries. Continuing Directors not up for re-election: Set forth below is certain biographical information for our continuing directors who are not up for re-election, as well as the month and year each person was first elected as one of our directors. Edward (Ted) Goldthorpe: Mr. Edward Goldthorpe has served on the Board since September 2025. Mr. Goldthorpe serves as our Chief Executive Officer and served as Chief Executive Officer and a board member of Legacy Mount Logan from October 2018 until September 2025. Mr. Goldthorpe is the Partner in charge of the Global Credit Business for BC Partners Advisors L.P. (“BCPA”). Previously, he was the President of Apollo Investment Corporation and the Chief Investment Officer of Apollo Investment Management, heading its U.S. Opportunistic Platform. Prior to Apollo, Mr. Goldthorpe worked at Goldman Sachs for 13 years where he most recently ran the bank loan distressed investing desk and spent considerable time in their Special Situations Group. Mr. Goldthorpe currently serves on the Global Advisory Board for the Queen’s School of Business and serves on the board of directors for Crescent Point Energy, Her Justice, the Canadian Olympic Foundation and Capitalize for Kids. Mr. Goldthorpe holds a Bachelor of Commerce from Queen’s University. We believe Mr. Goldthorpe is qualified to serve on the Board due to the perspective and experience he brings as one of Legacy Mount Logan’s founders and as our Chief Executive Officer. David Allen: Mr. David Allen has served on the Board since September 2025. Mr. Allen served as a board member of Legacy Mount Logan from May 2023 until September 2025. Mr. Allen is the Managing Partner of Energy Capital & Origination, LLC, an advisory firm which acts as Senior Advisor and Board Member to financial sponsors and their portfolio companies, since November 2017. Mr. Allen is also a Senior Advisor at Grant Thornton LLP, the seventh largest global tax, audit, accounting and advisory firm. Mr. Allen is also a Senior Advisor and Board Member at CBRE Investment Management, a $144 billion real estate investment management firm, and previously acted as a Senior Advisor at BC Partners LLP (“BC Partners”), an international investment company with main offices in New York and London. Mr. Allen has served as a Director of Navigant Consulting Inc., NextEra Energy Inc. and AIG Financial Products Corp. He was formerly the Chief of Infrastructure and Operations of US Energy at Barclays Capital, the Chief Investment Officer and Chief Operations Officer for energy credit at III Advisors, as well as the Operating Partner, Energy and Infrastructure at Apollo Global Management. Mr. Allen started his career as an options trader for Spear, Leeds and Kellogg (now Goldman Sachs). Mr. Allen has over 25 years of experience in deal origination, financings, mergers and acquisitions, valuations and restructurings (including serving as expert witness at trial), and previously held senior advisory positions with portfolio companies of private equity firms Trilantic Capital Partners, Black Diamond Capital Management, and Warburg Pincus LLC. Mr. Allen holds a Bachelor of Science, Industrial and Labour Relations from Cornell University and a Certificate in Options and Derivatives from the New York Institute of Finance. We believe Mr. Allen is qualified to serve on the Board due to his extensive experience in the financial industry and his years of service on the board of Legacy Mount Logan. His financial expertise further qualifies him to be a member of our Audit Committee.
Directors
Sabrina Liak: Ms. Sabrina Liak has served on the Board since September 2025. Ms. Liak served as a board member of Legacy Mount Logan from October 2018 until September 2025. Since 2018, Ms. Liak has been a Partner at ALOI Investment Management, a global investment and advisory firm focused on private equity opportunities. Ms. Liak is the co-founder and formerly the President (from 2018 to 2024) and director of Kits Eyecare Ltd., an online eyecare company trading on the TSX. Ms. Liak formerly served as a Managing Director and Portfolio Manager at Goldman Sachs in New York between 2001 and 2015 where she managed a private equity portfolio of growth companies for Goldman Sachs Investment Partners, an investment fund. Ms. Liak has served on the board of directors of several companies, including Petroedge Energy, an exploration company, Lightfoot Capital, a Master Limited Partnership, and FloDesign Wind, a renewable energy company. Ms. Liak joined Goldman Sachs in 2001 in the Fixed Income, Currency, and Commodities Division. Prior to joining Goldman Sachs, Ms. Liak started her career in investment banking at Donaldson, Lufkin & Jenrette. Ms. Liak holds an Honours Business Administration from the Richard Ivey School of Business at the University of Western Ontario and is a CFA charterholder. We believe Ms. Liak is qualified to serve on the Board due to her extensive experience in the financial industry and her years of service on the boards of several companies, including Legacy Mount Logan. Buckley Ratchford: Mr. Buckley Ratchford has served on the Board since September 2025. Mr. Ratchford served as a board member of Legacy Mount Logan from June 2023 until September 2025. Mr. Ratchford worked as a Managing Director and Partner at Goldman, Sachs & Co. from 1998 to 2012, where he worked as the Head Portfolio Manager, Head of Global Credit Distressed Investing (2003-2012) and Head of Global Bank Loans in the Securities Division (2010-2012) in both New York and London. In addition, Mr. Ratchford was the Head of Asia Credit Trading & Principal Investing in Hong Kong from 2007-2009. During his time at Goldman Sachs, Mr. Ratchford served as a member of the Global Credit Operating Committee and Asia Risk Committee, and was the co-head of Fixed Income, Currencies and Commodities Managing Director Selection. Mr. Ratchford was also previous NASD (now called FINRA) licensed for Series 7, 24, 55 and 63. Mr. Ratchford holds a Bachelor of Arts, Government from Dartmouth College, a Masters in International Political Economy from the London School of Economics, as well as a Juris Doctor from Harvard Law School. We believe Mr. Ratchford is qualified to serve on the Board due to his expertise in financial matters and his years of service on the board of Legacy Mount Logan. R. Rudolph Reinfrank: Mr. R. Rudolph Reinfrank has served on the Board since September 2025. Mr. Reinfrank served as a board member of Legacy Mount Logan from February 2022 until September 2025. Mr. Reinfrank is also a director of Midcap Financial Investment Corp. (Nasdaq: MFIC) (“MFIC,” formerly Apollo Investment Corp.) since June 2013. MFIC is an externally managed, publicly traded business development company that provides senior debt solutions to middle market companies. He is a trustee of Midcap Apollo Institutional Private Lending since March 2024 and previously served as a board member of Perception Capital II, Perception Capital III and Perception Capital IV. Since October 2009, Mr. Reinfrank has served as the Managing General Partner of Riverford Partners, LLC, a strategic advisory and investment firm based in Los Angeles, California. Riverford Partners acts as an investor, board member and strategic adviser to growth companies and companies in transition. Mr. Reinfrank formerly served as Managing General Partner of Rader Reinfrank & Co. Mr. Reinfrank is also an advisor or board member to several privately held companies. Mr. Reinfrank is FINRA licensed for Series 7, 62 and 63. Mr. Reinfrank holds a Bachelor of Arts degree from Stanford University and a Masters of Business Administration from the University of California, Los Angeles. We believe Mr. Reinfrank is qualified to serve on the Board due to his expertise in advising public companies and his years of service on the board of Legacy Mount Logan. His financial experience further qualifies him to be a member of our Audit Committee.
Summary Compensation Table
Summary Compensation Table For the financial year ended December 31, 2025, Mount Logan had three (3) NEOs, namely: (a) Edward Goldthorpe, Chief Executive Officer (“PEO”); (b) Nikita Klassen, Chief Financial Officer and Corporate Secretary; and (c) Henry Wang, President. The following table presents the compensation earned by the NEOs for the years ended December 31, 2025 and December 31, 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(2) | Total Compensation ($) | | Edward Goldthorpe | 2025 | Nil | Nil | Nil | | Chief Executive Officer | 2024 | Nil | $553,656 | $553,656 | | Nikita Klassen(1) | 2025 | $426,000 | Nil | $426,000 | | Chief Financial Officer and Corporate Secretary | 2024 | $177,500 | $102,167 | $279,667 | | Henry Wang | 2025 | Nil | Nil | Nil | | President | 2024 | Nil | $182,990 | $182,990 |
Summary Compensation Table
| (1) Ms. Klassen became Chief Financial Officer of Legacy Mount Logan in April 2024 and resigned effective March 31, 2026. |
Summary Compensation Table
| (2) Represents the fair value at the date of grant for restricted share units of Legacy Mount Logan (“RSUs”) (including certain dividend equivalent units) granted to each NEO. The fair values are based on the closing price of the shares on the Exchange on the date of grant as converted to US dollars at the Bank of Canada’s conversion rate on the date of grant. The actual value received was different as it depended on the price of the underlying shares at the time such RSUs vested and were settled in connection with the Business Combination. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End In connection with the Business Combination, the Board approved the Mount Logan Capital Inc. 2025 Omnibus Incentive Plan (the “2025 Plan”), with an aggregate of 2,600,000 shares of Mount Logan common stock available for issuance. As of December 31, 2025, there were no awards outstanding under the 2025 Plan, and 2,600,000 shares of Mount Logan common stock remained available for issuance. As of December 31, 2025, Mount Logan did not have any equity plans that had not been approved by stockholders. None of the NEOs held outstanding stock awards at December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | Name | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($) | | Edward Goldthorpe, Chief Executive Officer | $— | $— | | Nikita Klassen, Chief Financial Officer and Corporate Secretary | $— | $— | | Henry Wang, President | $— | $— |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation Table
Director Compensation Table The directors of Mount Logan were compensated by Mount Logan for the services that they provided to Mount Logan as directors. Prior to the Business Combination, the directors of Legacy Mount Logan were compensated by Legacy Mount Logan for the services that they provided to Legacy Mount Logan as directors. The following table sets forth the compensation paid to non-management Directors during the financial year ended December 31, 2025.
Director Compensation Table
| Name(1) | Fees Earned or paid in cash(2) | Stock Awards(3)(4) | Total | | Perry Dellelce(5) | $17,065 | $236,410 | $253,475 | | Sabrina Liak | $17,073 | $236,410 | $253,483 | | R. Rudolph Reinfrank | $24,521 | $236,410 | $260,931 | | David Allen | $21,847 | $236,410 | $258,257 | | Buckley Ratchford | $21,847 | $236,410 | $258,257 | | Matthew Westwood(6) | $5,000 | Nil | $5,000 | | Parker Weil(6) | $5,000 | Nil | $5,000 |
Director Compensation Table
| (1) Edward Goldthorpe was a Named Executive Officer and as such, did not receive compensation as a director. |
Director Compensation Table
| (2) Values shown were converted from CAD to USD at the average exchange rate reported by the Royal Bank of Canada for fiscal year 2025. |
Director Compensation Table
| (3) Represents the fair value at the date of grant for RSUs with respect to Legacy Mount Logan granted to each non-management Director under Legacy Mount Logan’s 2019 restricted share unit plan, which was terminated in connection with the Business Combination. For the grants included herein, the fair values were based on the closing price of the shares of common stock of Legacy Mount Logan on Cboe Canada on the date of grant as converted to US dollars at the Bank of Canada’s conversion rate on the date of grant. The actual value received, if any, is different as it depended on the price of the underlying shares of Legacy Mount Logan at the time such RSUs vested and were settled in connection with the Business Combination. No awards with respect to Mount Logan were granted to directors under the 2025 Plan during the year ended December 31, 2025. |
Director Compensation Table
| (4) In connection with the Business Combination, these awards vested and were settled. As of December 31, 2025, there were no outstanding awards with respect to Legacy Mount Logan or Mount Logan. |
Director Compensation Table
| (5) Mr. Dellelce resigned as a director in September 2025 in connection with the Business Combination. |
Director Compensation Table
| (6) Mr. Westwood and Mr. Weil each became a director in September 2025 in connection with the Business Combination. |
Director Compensation Program
Director Compensation Program Directors of Legacy Mount Logan were paid a retainer of C$25,000 per annum. In addition, the Chair of the Audit Committee was paid a retainer of C$2,500 per annum, the Chair of the Corporate Governance and Nominating Committee was paid a retainer of C$2,500 per annum, the Chair of the Compensation Committee was paid a retainer of C$2,500 per annum and the lead director was paid a retainer of C$5,000 per annum. Directors were also paid C$500 per meeting attended (paid quarterly). The Chair of the Board was not paid a retainer for acting in such capacity. Each of the Directors also were entitled to stock-based compensation having the value of C$125,000 per annum, vesting over a three-year period. Following the Business Combination, each of the members of the Board are entitled to cash compensation of $20,000 annually, payable in quarterly installments, and will be granted an equity incentive award under the 2025 Plan having a value of $120,000. The 2025 Plan contains a provision that no non-employee director will be granted compensation having an aggregate maximum value exceeding $350,000.
Notice under Rule 14a-19 of Solicitation of Proxies in Support of Director Nominees
Notice under Rule 14a-19 of Solicitation of Proxies in Support of Director Nominees Under Rule 14a-19 under the Exchange Act, subject to certain exceptions, no person may solicit proxies in support of director nominees other than the Company’s nominees at the 2027 Annual Meeting unless (among other things) (i) such person provides timely notice to the Company of certain information or (ii) the required information has been provided in a preliminary or definitive proxy statement previously filed by such person. To be timely, the notice described in clause (i) must be postmarked or transmitted electronically to the Company at the Company’s principal executive offices, 650 Madison Avenue, 3rd Floor, New York, New York 10022, no later than 60 calendar days prior to the anniversary of the 2026 Annual Meeting (which would be April 26, 2027); provided that if the date of the 2027 annual meeting will be changed by more than 30 calendar days from the first anniversary of the date of the 2026 Annual Meeting, the notice must be provided by the later of 60 calendar days prior to the date of the 2027 annual meeting or the 10th calendar day following the day the Company first publicly announces the date of the 2027 annual meeting.