DEF 14A of MidCap Financial Investment Corp
Filed Apr 30, 20260001193125-26-197685
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Pursuant to the Company’s charter and bylaws, the Board may modify the number of members of the Board 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. 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 as a replacement. The Board has no reason to believe that any of the persons named below will be unable or unwilling to serve. THE BOARD 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 I 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. Emanuel Pearlman and Tanner Powell each have been nominated for election for a three-year term expiring at the Company’s 2029 Annual Meeting of Stockholders and until his successor is duly elected and qualified. Mr. Pearlman currently serves as a Director of the Company. Neither Messrs. Pearlman nor Powell are being proposed for election pursuant to any agreement or understanding between Messrs. Pearlman and Powell and the Company.
Nominees for Class I Directors—Term Expiring in 2029
Nominees for Class I Directors—Term Expiring in 2029
Nominees for Class I Directors—Term Expiring in 2029
| 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 Nominee | | | | | | Emanuel Pearlman, 66 | Director | Class I Director since 2023. | Founder, Chairman and Chief Executive Officer of Liberation Investment Group, an investment management and consulting firm. | Director, Diebold Nixdorf, 2023-2025; Director, QualTek Services Inc., 2023-2024; Director, Network-1 Technologies, Inc., 2012-2024; Director, Redbox Entertainment, Inc., 2022-2022; Director, Atlas Crest Investment Corp. II, 2021-2022; Director, Atlas Crest Investment Corp., 2020-2021. | | New Interested Director Nominee | | | | | | Tanner Powell, 46(3) | Chief Executive Officer | – | Partner at Apollo Global Management Inc., since 2006. | Trustee of MAIPL, 2026-present. |
CONTINUING DIRECTORS (not up for election at the Meeting)
CONTINUING DIRECTORS (not up for election at the Meeting)
Class II Directors—Term Expiring in 2027
Class II Directors—Term Expiring in 2027
Class II Directors—Term Expiring in 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, 70 | Director | Class II Director since 2013. | Managing General Partner of Riverford Partners, LLC (strategic advisory and investment firm) since 2009. | Trustee, MAIPL, 2024-present; Director, Mount Logan Capital, 2022-present; Director, Perception Capital III, 2023-2025; Director, Perception Capital IV, 2023- 2025; Director, Perception Capital II, 2022-2023. | | Barbara Matas, 66 | Director | Class II Director since 2017. | Corporate Director/Trustee. | Trustee, MAIPL, 2024-present; Director, BRP Group, Inc., 2020-present; Director, Sleep Number Corporation, 2016-2025. | | Interested Director | | | | | | John J. Hannan, 73(2) | Vice-Chairman and Director | Class II Director since 2004. | Co-founded Apollo Management, L.P. in 1990. | Director, Environmental Solutions Worldwide, 2011-present. |
CONTINUING DIRECTORS (not up for election at the Meeting)
CONTINUING DIRECTORS (not up for election at the Meeting)
Class III Directors—Term Expiring in 2028
Class III Directors—Term Expiring in 2028
Class III Directors—Term Expiring in 2028
| 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., 77 | Director | Class III Director since 2004. | Private Investor; Corporate Director/Trustee. | Trustee, MAIPL, 2024-present; Director, BellRing Brands, Inc., 2019-present; Director, Acertas LLC, 2013 – present; Director, Forecasting, LLC, 2013- present; Director, Apollo Tactical Income Fund Inc., 2013-2024; Director, Apollo Senior Floating Rate Fund Inc., 2011-2024. | | Interested Director | | | | | | Carmencita N. M. Whonder, 49(2) | Director | Class III Director since 2022. | Policy Director at the lobbying and law firm of Brownstein Hyatt Farber Schreck, LLP 2008-2025. | Director, Apollo Commercial Real Estate Finance, Inc., 2021-present; Director, Direct ChassisLink, Inc., 2020-2022. |
Class III Directors—Term Expiring in 2028
| (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. |
Class III Directors—Term Expiring in 2028
| (2) Mr. Hannan and Ms. Whonder are interested Directors due to their affiliation with AIM and its affiliates. |
Class III Directors—Term Expiring in 2028
| (3) If elected, Mr. Powell would be an interested Director due to his affiliation with AIM and its affiliates. |
Class III Directors—Term Expiring in 2028
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.
Corporate Governance
Corporate Governance Director Independence. NASDAQ rules require listed companies to have a board of directors with at least a majority of Independent Directors. Under NASDAQ rules, in order for a director to be deemed independent, the board of directors must determine that the individual does not have a relationship that would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities. On an annual basis, each member of our Board is required to complete an independence questionnaire designed to provide information to assist the Board in determining whether the Director is independent under NASDAQ rules and our corporate governance guidelines. Our Board has determined that each of our Directors and Nominees, other than Messrs. Hannan and Powell and Ms. Whonder, are independent under the listing standards of NASDAQ Marketplace Rule 5605(a)(2). Our governance guidelines require any Director who has previously been determined to be independent to inform the Executive Chairman of the Board, the Chairman of the Nominating and Corporate Governance Committee and our Corporate Secretary of any change in circumstance that may cause his or her status as an Independent Director to change. The Board limits membership on the Audit Committee and the Nominating and Corporate Governance Committee to Independent Directors. Board of Directors’ Oversight Role in Management. The Board’s role in management of the Company is oversight. As is the case with virtually all investment companies, including externally managed business development companies such as the Company (as distinguished from operating companies), service providers to the Company, primarily AIM, Apollo Investment Administration, LLC (“AIA” or the “Administrator”) and their affiliates, have responsibility for the day-to-day management of the Company, which includes responsibility for risk management (including management of investment performance and investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk). As part of its oversight, the Board, acting at its scheduled meetings, or the Executive Chairman or the lead Independent Director acting between meetings, regularly interacts with and receives reports from senior personnel of service providers, including the Company’s Chief Executive Officer, its President and its Chief Financial Officer (or a senior representative of their respective offices), the Company’s and AIM’s Chief Compliance Officer and portfolio management personnel. The Audit Committee of the Board (which consists of all Independent Directors) meets regularly, and between meetings the Audit Committee Chair maintains contact with the Company’s independent registered public accounting firm, the Company’s Chief Financial Officer and the internal auditor. In addition, at its quarterly meetings, the Audit Committee meets with the independent valuation service providers that evaluate certain of the Company’s securities holdings for which there are not readily available market values. The Board also receives periodic presentations from senior personnel of AIM or its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas such as business continuity, personal trading, valuation, credit and investment research. The Board has adopted policies and procedures designed to address certain risks of the Company. In addition, the Company, AIM, AIA and other service providers to the Company have adopted a variety of policies, procedures and controls designed to address particular risks to the Company. However, it is not possible to eliminate all of the risks applicable to the Company. The Board also receives reports from counsel to the Company or counsel to AIM and the Board’s own independent legal counsel regarding regulatory compliance and governance matters. The Board oversight role does not make the Board a guarantor of the Company’s investments or activities or the activities of any of the Company’s service providers on behalf of the Company. Board of Directors Composition and Leadership Structure. The 1940 Act requires that at least a majority of the Company’s Directors be Independent Directors. Currently, four of the Company’s seven Directors are Independent Directors. The Executive Chairman and Vice Chairman of the Board are interested persons of the Company, and the Independent Directors have designated a lead Independent Director, Mr. Stein, who chairs meetings or executive sessions of the Independent Directors, reviews and comments on Board meeting agendas, represents the views of the Independent Directors to management and facilitates communication among the Independent Directors and their counsel and between management and the Independent Directors. The Board has determined that its leadership structure, in which over 60% of the Directors are not affiliated with AIM, is appropriate in light of the services that AIM and its affiliates provide to the Company and potential conflicts of interest that could arise from these relationships. Information About Each Director’s Experience, Qualifications, Attributes or Skills. Additional information about each Director follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that each Director possesses which the Board believes has prepared them to be effective Directors. The Board believes that the significance of each Director’s experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Director may not have the same value for another) and that these factors are best evaluated at the board level, with no single Director, or particular factor, being indicative of board effectiveness. However, the Board believes that Directors need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Company management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; the Board believes that its members satisfy this standard. Experience relevant to having this ability may be achieved through a Director’s educational background; business, professional training or practice (e.g., medicine, accounting or law), public service or academic positions; experience from service as a board member (including the Board of the Company) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. To assist them in evaluating matters under federal and state law, the Directors are counseled by their own independent legal counsel, who participates in Board meetings and interacts with AIM, and also may benefit from information provided by the Company’s or AIM’s counsel; both Board and Company counsel have significant experience advising funds and fund board members. The Board and its Committees have the ability to engage other experts as appropriate. The Board evaluates its performance on an annual basis.
Independent Director Nominee
Independent Director Nominee Emanuel Pearlman (66) Director. Mr. Pearlman became a Director of the Company in March 2023. Mr. Pearlman is the Founder, Chairman and Chief Executive Officer of Liberation Investment Group, an investment management and consulting firm that provides financial consulting, devises capital structures, negotiates IPOs, leads acquisitions and mergers, implements restructurings, and creates other complex financial plans for variety of companies. From February 2023 until April 2025, Mr. Pearlman was a member of the Board of Diebold Nixdorf, Inc. (NYSE:DBD), a multinational financial and retail technology company that specializes in the sale, manufacture, installation and service of self-service transaction systems (such as ATMs and currency processing systems), point-of-sale terminals, physical security products, and software and related services for global financial, retail and commercial markets. He served on the People & Compensation and Finance Committees. From March 2023 through July 2024, Mr. Pearlman was a member of the Board of QualTek Services, Inc. (NASDAQ:QTEK), a turnkey provider of infrastructure services and renewable energy project solutions to the North American telecommunications and power industries. He was a member of the Special Committee established to review and approve strategic and financial alternatives until the company went private in July 2023, when he became Chairman. From January 2012 to September 2024, Mr. Pearlman was a director of Network-1 Technologies, Inc (NYSE American:NTIP)., a company specializing in the development, licensing, and protection of its intellectual property assets, where he served as chairman of the audit committee and a member of the nominating and governance committee. From March 2022 to April 2022, Mr. Pearlman served as a director of Redbox Entertainment, Inc (NASDAQ:RBOX)., an entertainment company, and chair of its strategic review committee. In October 2020 and February 2021, Mr. Pearlman became a director of Atlas Crest Investment Corp (NYSE:ACIC). and Atlas Crest Investment Corp. II (NYSER:ACII), special purpose acquisition companies. He served as chairman of the audit committee and a member of the compensation committee and nomination and governance committee on both boards until his ACIC board service ended in September 2021 and his ACII board service ended in June 2022. Prior to that, Mr. Pearlman served as Executive Chair and a director of Empire Resorts, Inc. (NASDAQ:NYNY) (2010-2019); CEVA Logistics, AG (SIX:CEVA) (2018-2019); ClubCorp Holdings, Inc (NASDAQ:MYCC) (2017); Dune Energy, Inc. (NASDAQ:DUNE) (2012-2013); Multimedia Games, Inc. (NASDAQ:MGAM) (2006-2010); and Network-1 Security Solutions, Inc. (2000-2002). Mr. Pearlman holds an MBA from Harvard Business School and a BA from Duke University.
New Interested Director Nominee
New Interested Director Nominee Tanner Powell (46). Mr. Powell has been nominated as one of our Class I Directors and has been the Chief Executive Officer of the Company since August 2022. Mr. Powell joined Apollo in 2006. Mr. Powell also serves as the Chief Executive Officer MAIPL. Mr. Powell is a Partner in Credit at Apollo and is the senior Apollo representative on MidCap Financial’s various Investment Committees. In addition, Mr. Powell holds leadership positions within Apollo’s aircraft leasing and lending platform (PK AirFinance) and its equipment financing platform (Capteris). Prior to joining Apollo in 2006, Mr. Powell was an analyst in Goldman Sachs’ Principal Investment Area, where he focused on mezzanine investing, and previously worked as an analyst in the Industrials Group at Deutsche Bank. Mr. Powell graduated from Princeton University with a BA in Political Economy.
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 fiscal year ended December 31, 2025. 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 (2) | $214,500 | None | $214,500 | | Emanuel Pearlman | $189,500 | None | $189,500 | | R. Rudolph Reinfrank (3) | $189,500 | None | $189,500 | | Elliot Stein, Jr. (4) | $227,000 | None | $227,000 | | Interested Directors | | | | | John J. Hannan | None | None | None | | Carmencita Whonder | None | None | None | | Howard T. Widra | None | None | None | | Executive Officers | | | | | Ryan Del Giudice | None | None | None | | Joseph Durkin | None | None | None | | Kristin Hester | None | None | None | | Ted McNulty | None | None | None | | Tanner Powell | None | None | None | | Kenneth Seifert | 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) Ms. Matas is also a trustee of MAIPL. In aggregate, Ms. Matas’ total compensation from MFIC and MAIPL for the fiscal year ended December 31, 2025 was $372,000. |
Compensation of Directors and Executive Officers
| (3) Mr. Reinfrank is also a trustee of MAIPL. In aggregate, Mr. Reinfrank’s total compensation from MFIC and MAIPL for the fiscal year ended December 31, 2025 was $344,500. |
Compensation of Directors and Executive Officers
| (4) Mr. Stein is also a trustee of MAIPL. In aggregate, Mr. Stein’s total compensation from MFIC and MAIPL for the fiscal year ended December 31, 2025 was $382,000. |
Compensation of Directors
Compensation of Directors Effective January 1, 2026 each Independent Director’s annual fee is $195,000. 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 $50,000. In addition, the Chairman of the Audit Committee receives an annual fee of $35,000 and each chairman of any other committee receives an annual fee of $20,000 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.