DEF 14A of PhenixFIN Corp, Jan 22, 2025

DEF 14A of PhenixFIN Corp

Filed Jan 22, 20250001213900-25-005564

Open on EDGAR

  1. PROPOSAL I: ELECTION OF DIRECTORS

    PROPOSAL I: ELECTION OF DIRECTORS Our business and affairs are managed under the direction of the Board. Pursuant to our charter and bylaws, the Board is divided into three classes, designated Class I, Class II, and Class III. At the Annual Meeting, one (1) Class II director shall be elected for a three-year term. 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 respective successor is duly elected and qualified. Arthur S. Ainsberg has been nominated for re-election for a three-year term expiring in 2028. If elected, Mr. Ainsberg will continue to serve as lead independent director of the Board, Chair of the Nominating and Corporate Governance Committee, a member of the Compensation Committee and a member of the Audit Committee. Mr. Ainsberg is not being proposed for election pursuant to any agreement or understanding between him and the Company or any other person or entity.

  2. Required Vote

    Required Vote The election of a director requires the affirmative vote of a plurality of the votes cast by holders of our common stock as of the Record Date present or represented by proxy at the Annual Meeting. Stockholders may not cumulate their votes. If you vote “Withhold Authority” with respect to a nominee, your shares will not be voted with respect to the person indicated and will have no effect on this proposal. Abstentions and broker non-votes will not be considered votes cast on this proposal and will have no effect on this proposal. If a stockholder has delivered its proxy to the Company, and the candidate nominated by the Board should decline or be unable to serve as a director, it is intended that the persons named in the proxy will vote for the election of such person as is nominated by the Board as a replacement. The Board may choose a substitute nominee. If any substitute nominee is designated by the Board, we will file a proxy statement supplement that, as applicable, identifies the substitute nominee, discloses that such nominee has consented to being named in the Company’s proxy statement and to serve if elected, and includes certain biographical and other information about such nominee required by SEC rules. The persons named in the proxy card will vote for the substitute nominee chosen by the Board. Mr. Ainsberg has consented to being named in this Proxy Statement and to serve as a director if elected. Accordingly, the Board has no reason to believe that Mr. Ainsberg will be unable or unwilling to serve. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEE NAMED IN THIS PROXY STATEMENT. If you validly sign and return a proxy card but give no instructions on the proxy card, the shares covered by the proxy card will be voted FOR the election of the nominee as a director in accordance with the recommendation of the Board.

  3. Information about the Directors and Director Nominee

    Information about the Directors and Director Nominee The Board has identified certain desired attributes for director nominees. Each of our directors and the director nominee have demonstrated high character and integrity, superior credentials and recognition in his or her 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 nominee also have sufficient time available to devote to the affairs of the Company, are able to work with the other members of the Board 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 nominee have been selected such that the Board represents a range of backgrounds and experience. Certain information, as of the Record Date, with respect to the continuing directors and the director nominee for election at the Annual Meeting 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.

  4. Information about the Directors and Director Nominee

    | Nominee for Class II Director — Term Expiring 2028 | | | | | | 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 | Other Directorships Held by Director Nominee During Past 5 Years | | Independent Director | | | | | | Arthur S. Ainsberg, 78 | Director | Class II Director, since 2011; Term expires 2025 | President of Ainsberg Associates | Former director of AG Mortgage Investment Trust; Nomura Securities International, Inc.; Nomura Global Financial Products, Inc.; Nomura Holding America, Inc.; and National Financial Partners Corporation |

  5. Information about the Directors and Director Nominee

    (1) The business address of the director nominee is c/o PhenixFIN Corporation, 445 Park Avenue, 10th Floor, New York, NY 10022.

  6. Independent Director Nominee

    Independent Director Nominee Arthur S. Ainsberg is not an “interested person” of the Company as defined in the 1940 Act. Mr. Ainsberg has over 40 years of experience in the financial services industry and a deep understanding of public and accounting matters for financial service companies. Mr. Ainsberg served as a director, Chairman of the Audit Committee and member of the Compliance Committee of Nomura Securities International, Inc. (the U.S. based broker-dealer of The Nomura Group) from 1996 through December 2014. In September 2012, Mr. Ainsberg was named to the Board of Directors of Nomura Global Financial Products, Inc., and in July 2013, he was named to the Board of Directors of Nomura Holding America, Inc., and served on each board through December 2014. In May 2013, Mr. Ainsberg was named to the Board of Directors of AG Mortgage Investment Trust. AG is a NYSE company, structured as a REIT, investing in various types of mortgage investments and served in such capacity until June 2020. From July 2003 through May 2012, Mr. Ainsberg served as a director for National Financial Partners Corporation, an independent financial services distribution company. From August 2009 through June 2011, Mr. Ainsberg served as Chief Operating Officer of Lehman Brothers Inc. in liquidation, the largest and most complex bankruptcy in the United States. Prior to this engagement, Mr. Ainsberg served as the Independent Consultant for Morgan Stanley & Co. from December 2003 until July 2009, under the Global Research Analyst Settlement, and was responsible for selecting and monitoring the providers of independent research for the clients of Morgan Stanley. Previously, Mr. Ainsberg was Chief Operating Officer at two investment partnerships, Brahman Capital Corp. from 1996 to 2000 and Bessent Capital Corp. during 2001. He also served as Chairman of the New York State Board for Public Accountancy from 1999 to 2000 and was a member of that board from 1993 to 2001. From 1998 to 2000, he was also a member of the Board of District 10 of the National Association of Securities Dealers. Mr. Ainsberg is also the author of Shackleton: Leadership Lessons from Antarctica (2008) and the co-author of Breakthrough: Elizabeth Hughes, the Discovery of Insulin, and the Making of a Medical Miracle (2010). Mr. Ainsberg has extensive experience in the financial services industry and a deep understanding of public and financial accounting matters for financial services companies.

  7. Continuing Directors

    Continuing Directors

  8. Continuing Directors

    | Class I Directors — Term Expires 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 | Other Directorships Held by Director Nominee During Past 5 Years | | Interested Director | | | | | | David A. Lorber, 46 | Director Chairman and Chief Executive Officer | Class I Director, since 2019; Term expires 2027 | Chairman and Chief Executive Officer of the Company; Co-Founder, Director, Managing Member, and Portfolio Manager of FrontFour Capital; Co-Founder and Principal of FrontFour Capital Corp. | Director of NSG Captive, Inc., National Security Group Holdings and ECC Capital Corporation. Director of FrontFour Capital. Former director of GSR II Meteora Acquisition Corp. | | Independent Director | | | | | | Howard Amster, 77 | Director | Class I Director, since 2020; Term expires 2027 | President, Pleasant Lake Apts. Corp. (since 1992); Principal and registered representative, investment advisor and financial options and operations principal, Ramat Securities Ltd. (since 1998); Registered Representative, McDonald Partners LLC (2015-July 2020). | Director, Novation Companies, Inc.; Director and member of the Executive Committee of Horizon Group Properties, Inc. |

  9. Continuing Directors

    | Class III Directors — Term Expires 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 | Other Directorships Held by Director Nominee During Past 5 Years | | Independent Director | | | | | | Karin Hirtler-Garvey, 68 | Director | Class III Director since 2011; Term expires 2026 | See “Other Directorships Held by Director” | Director of CoAction Specialty Insurance Inc.; USAA Federal Savings Bank; VA Capital Management; and Victory Capital Management. Previously director of ARO Liquidation Inc., the successor company to Aeropostale, Inc.; Aeropostale Inc.; Validus Holdings Ltd.; StarStone and Western World Insurance Group |

  10. Continuing Directors

    | Class III Directors — Term Expires 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 | Other Directorships Held by Director Nominee During Past 5 Years | | Lowell W. Robinson, 76 | Director | Class III Director since 2019; Term expires 2026 | See “Other Directorships Held by Director” | Director of the New York Academy of Science. Former director of Starboard Value Acquisition Corporation; Aratana Therapeutics, Inc.; EVINE Live Inc. (formerly ShopHQ); Higher One Holdings, Inc.; Barnes and Noble Education. |

  11. Continuing Directors

    (1) The business address of the directors is c/o PhenixFIN Corporation, 445 Park Avenue, 10th Floor, New York, NY 10022.

  12. Interested Director

    Interested Director David A. Lorber is an “interested person” of the Company as defined in the 1940 Act due to his position as Chief Executive Officer of the Company. He was appointed Chairman of the Board of the Company and Chief Executive Officer effective January 1, 2021. He also serves as a director of NSG Captive, Inc., National Security Group Holdings and ECC Capital Corporation, as of January 2024, October 2024 and April 2024, respectively. He is a Co-Founder of FrontFour Capital, an investment adviser, and serves as a Portfolio Manager since January 2007. He is also a Co-Founder of FrontFour Capital Corp., an investment adviser, and has been a Principal since January 2011. Previously, Mr. Lorber was a Senior Investment Analyst at Pirate Capital LLC, a hedge fund, from 2003 to 2006. He was an Analyst at Vantis Capital Management LLC, a money management firm and hedge fund, from 2001 to 2003 and an Associate at Cushman & Wakefield, Inc., a global real estate firm, from 2000 to 2001. Mr. Lorber serves as a director of FrontFour Capital. From February 2022 till June 2023, Mr. Lorber served as a director of GSR II Meteora Acquisition Corp. (NASDAQ: GSRM), a blank check company formed for the purpose of effecting a business combination with one or more businesses. From May 2013 until April 2022 Mr. Lorber was the Lead Director of Ferro Corporation (NYSE: FOE), a leading producer of specialty materials and chemicals for manufacturers and served as the Chairman of its Governance & Nomination Committee and a member of its Compensation Committee. Mr. Lorber’s position as Chief Executive Officer of the Company and his significant financial and investment industry background as well as his board experience and corporate governance awareness from his current and past service as a director allow him to provide valuable advice and guidance to our Board. Mr. Lorber also has a significant investment position in the Company, aligning his interests with stockholders.

  13. Independent Directors

    Independent Directors Howard Amster is not an “interested person” of the Company as defined in the 1940 Act. Mr. Amster has been active in the securities industry from 1979, as investor, registered representative, investment advisor, principal, and co-managed a convertible bond hedging and arbitrage department for a major NYSE brokerage firm. His duties included corporate finance, debt restructuring and creditor claims both in and out of bankruptcy, and serving on creditor committees in bankruptcy proceedings. Since 1992, he has been active in real estate as an investor in apartment projects of approximately 900 units in the Cleveland area. Since 2001, he has served as a member of the Board and the Executive Committee and as a major shareholder of Horizon Group Properties Inc., a real estate operating company (formerly a publicly held REIT) owning and managing outlet malls and a shopping center totaling approximately 2 million square feet of space. From 1988 to early 2020, Mr. Amster was a major shareholder and served as a director of Maple Leaf Financial and its subsidiary, Geauga Savings Bank, based in Newbury, OH. He was the chairman of the ALCO Committee, and member of the loan, personnel, and executive committees. In early 2020, the holding company and the bank were acquired by Farmers National Banc Corp. (ticker symbol FMNB). Mr. Amster has extensive experience in the securities industry, has been both an investment advisor and a proprietary investor and has served as a director of various companies in the financial sector. He also has a significant investment position in the Company, aligning his interests with stockholders. Karin Hirtler-Garvey is not an “interested person” of the Company as defined in the 1940 Act. Ms. Hirtler-Garvey serves as a Director of USAA Federal Savings Bank, a privately held consumer bank, where she formerly served as the Compensation Committee Chair from June 2018 to December 2019, and also serves as the Risk Committee Chair since January 2010 and as a member of the Finance and Audit, Risk, and Nominating and Corporate Governance Committees. She also serves as a Director of CoAction Specialty Insurance Inc. (f/k/a ProSight Global Holdings Inc.), a privately held specialty insurance company, since August 2021 where she chairs the Audit Committee and serves as a member of the Risk Committee. She also serves as a Director of VA Capital Management, a privately held annuities firm, since August 2018, and a Director of Victory Capital Holdings, a publicly traded asset management firm, since October 2014, where she chairs the Audit Committee. Ms. Hirtler-Garvey served as a Director of StarStone, a specialty insurance company, from December 2019 to November 2020, Western World Insurance Group from December 2006 to June 2019, and chaired the Audit Committee from December 2009 to June 2019, and also served as a Member of its Compensation Committee and Pension Committee from April 2011 to September 2014. From August 2017 to August 2018, she served as a Director of Validus Holdings Ltd., the publicly-traded parent company of Western World. Ms. Hirtler-Garvey also served on the board of ARO Liquidation Inc., the successor company to Aeropostale, Inc., where she served as the Chairman of the Board of Directors from February 2012 to May 2016. Ms. Hirtler-Garvey served on the board of Aeropostale from August 2005 to April 2018 where she was the lead independent director and served as a member of the Nominating and Corporate Governance Committee and Chairperson of the Audit Committee. From May 2009 to December 2011, Ms. Hirtler-Garvey was the Chief Risk Executive for Ally Financial Inc. From June 2008 to June 2009, Ms. Hirtler-Garvey also served as a Director for Residential Capital LLC, a subsidiary of GMAC. From March 2005 to December 2008, Ms. Hirtler-Garvey was a principal in a start-up real estate development venture based in New Jersey. From 1995 to 2005, Ms. Hirtler-Garvey held various senior level management positions at Bank of America, including Chief Operating Officer, Global Markets, President of Trust and Credit Banking Products, and Chief Financial Officer/Chief Operating Officer for the Wealth and Investment Management division. Ms. Hirtler-Garvey is a C.P.A. Ms. Hirtler-Garvey has had a lengthy tenure in the financial services industry, where she has accumulated extensive experience in senior management positions and serving as a director and on audit committees of public and private companies. Lowell W. Robinson is not an “interested person” of the Company as defined in the 1940 Act. Mr. Robinson is an experienced executive with over thirty years of senior global strategic, financial, M&A, operational, turnaround and governance experience. From 2007 through 2009, Mr. Robinson served as the Chief Financial Officer and Chief Operating Officer of MIVA, Inc. (formerly NASDAQ: MIVA), an online advertising network, after initially joining the company in 2006 as its Chief Financial Officer and Chief Administrative Officer. Previously, from 2000 to 2002, he served as the Chief Financial Officer and Chief Administrative Officer at HotJobs.com Ltd. (formerly NASDAQ: HOTJ), an online recruiting and job search engine that was sold to Yahoo! Inc. Mr. Robinson was the Chief Financial Officer and Chief Administrative Officer at PRT Group Inc. (formerly NASDAQ: PRTG), a software and IT services company that he helped take public, from 1997 through 1999. Mr. Robinson also previously held senior financial positions at Advo, Inc. (formerly NYSE: AD), a leading direct-mail and marketing services company, Citigroup Inc. (NYSE:C), Uncle Bens Inc., a subsidiary of Mars, Incorporated, and Kraft Foods Inc. (formerly NYSE: KFT). Mr. Robinson served on the Board of Directors of Barnes and Noble Education Inc. (NYSE: BNED) from 2020 to 2022, where he chaired the Audit Committee and was on the Compensation Committee. He previously served as a director of each of Starboard Value Acquisition Corporation (until its merger with Cyxtera Technologies Inc. (NASDAQ: CYXT) in July 2021), Aratana Therapeutics, Inc. (NASDAQ: PETX), a commercial-stage biopharma company focused on pet products (May 2018 to July 2019) until its sale to Elanco Animal Health, ShopHQ, a digital omnichannel home shopping network (March 2014 to June 2018), Higher One Holdings, Inc. (formerly NYSE: ONE), a financial technology company focused on providing cost-saving solutions (June 2014 to August 2016), Independent Wireless One Corp., Diversified Investment Advisors Inc. and Edison Schools Inc. Since September 2018, Mr. Robinson serves on the executive committee and Board of Directors of The New York Academy of Sciences, a not-for-profit organization dedicated to driving innovative solutions to society’s challenges by advancing scientific research, education and policy. He previously was on the non-profit boards of The Council for Economic Education, The Metropolitan Opera Guild, the Smithsonian Libraries and the University of Wisconsin School of Business, where he currently is on the Advisory Board for its Department of Economics. Mr. Robinson has broad diversified expertise in various industries, including financial services, corporate finance, M&A and turnaround experience, as well as experience serving as a director of numerous public companies.

  14. Compensation of Directors

    Compensation of Directors The following table sets forth compensation of the Company’s directors for the fiscal year ended September 30, 2024:

  15. Compensation of Directors

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Interested Director | | | | | David Lorber(3) | $— | — | $— | | Independent Directors | | | | | Arthur S. Ainsberg | $215,500 | — | $215,500 | | Howard Amster | $166,000 | — | $166,000 | | Karin Hirtler-Garvey | $191,000 | — | $191,000 | | Lowell W. Robinson | $177,500 | — | $177,500 |

  16. Compensation of Directors

    ____________ (1) See below for a breakdown of director fees. (2) We do not maintain a stock or option plan, non-equity incentive plan nor a 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 the fiscal year ended September 30, 2024. (3) Mr. Lorber is an “interested person” of the Company as that term is defined in Section 2(a)(19) of the 1940 Act and was not paid compensation for his role as Chairman of the Board of Directors. For each of calendar years 2021 and 2022, and through May 1, 2023, the Company’s independent directors each received an annual fee of $100,000. In addition, the lead independent director received an annual retainer of $30,000; the chair of the Audit Committee received an annual retainer of $25,000, and each of its other members received an annual retainer of $12,500; and the chairs of the Nominating and Corporate Governance Committee and of the Compensation Committee each received an annual retainer of $15,000 and each of the other members of these committees received annual retainers of $8,000. The Company’s independent directors also received a fee of $3,000 for each board meeting and $2,500 for each committee meeting that they attended. Effective May 1, 2023 and for the 2024 fiscal year, the independent directors were subject to the following fee structure:

  17. Compensation of Directors

    | Compensation Type | Dollar Amount | | Annual Retainers | | | All Independent Directors | $150,000 | | Lead Independent Director | $30,000 | | Audit Committee Chair | $25,000 | | Compensation Committee Chair | $15,000 | | Nominating and Corporate Governance Committee Chair | $15,000 | | Other Audit Committee Members | $12,500 | | Other Compensation Committee Members | $8,000 | | Other Nominating and Corporate Governance Committee Members | $8,000 | | Per Meeting Fees | | | Board | $0 | | Committee | $0 |

  18. Compensation of Directors

    Directors also received reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each Board and each Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee meeting, if applicable.

  19. Compensation Discussion and Analysis

    independent third-party compensation consultant and the Company’s Chief Executive Officer to determine the appropriate mix of compensation. The Compensation Committee does not target a specific level of compensation relative to market practice; rather, it used such data as a reference point when establishing compensation levels for NEOs. Both the cash compensation consisting of base salary and discretionary target bonuses as well as the LTIAs tied to achievement of corporate objectives, are intended to motivate NEOs to remain with the Company and work to achieve expected business objectives. Each of Mr. Lorber and Ms. McMillan serves at the pleasure of the Board of Directors, and neither is party to an employment agreement with the Company. For additional information regarding the compensation of the NEOs for fiscal year 2024, please refer to “Compensation of Executive Officers.” Base Salary Base salary is used to recognize the experience, skills, knowledge and responsibilities required of the NEOs in their roles. In connection with establishing the base salary of each NEO, the Compensation Committee and management consider a number of factors, including the seniority and experience level of the individual, the functional role of the position, the level of the individual’s responsibility, the ability to replace the individual, the past base salary of the individual and the budgetary constraints of the Company. In addition, the Compensation Committee considers the base salaries paid to comparably situated executive officers and other competitive market practices. Relevant data is provided to the Compensation Committee by its independent third-party compensation consultant. The salaries of the NEOs are reviewed on an annual basis. The leading factors in determining increases in salary level are individual performance, Company performance, budgetary constraints and competitive pressures. For calendar year 2024, Mr. Lorber received an annual base salary of $530,000. For calendar year 2024, Ms. McMillan received an annual base salary equal to $350,000. Such amounts were determined to be appropriate with respect to the roles and responsibilities of the NEOs. The Compensation Committee’s goal in setting the base salary levels for the NEOs is to adequately compensate the NEOs for expected base levels of performance and provide for the adequate retention of the NEOs. The Compensation Committee believes that the base salaries were competitive in the marketplace, consistent with budgetary constraints, and appropriate as a key component of an overall compensation package. Annual Cash Bonuses Annual cash bonuses are discretionary and are intended to reward individual performance during the year and can therefore be highly variable from year to year. Cash bonus awards for the NEOs are generally determined by the Compensation Committee annually on a discretionary basis based on performance criteria, particularly corporate and individual performance goals and other measures. Should actual performance exceed expected performance criteria, the Compensation Committee may adjust individual cash bonuses to take such superior performance into account. Likewise, should actual performance fall below expected performance criteria, the Compensation Committee may adjust individual cash bonuses to take such performance into account. Upon the recommendation of the Compensation Committee, Mr. Lorber’s 2024 annual discretionary bonus was $938,630 which exceeded the target annual bonus amount which had been set at 137.5% of his base salary, as determined by the Compensation Committee in the manner described herein. Upon the recommendation of the Compensation Committee, Ms. McMillan’s 2024 annual discretionary bonus was $360,640 which exceeded the target annual bonus amount which had been set at 80% of her base salary, as determined by the Compensation Committee in the manner described herein. The Compensation Committee considered several financial performance metrics as well as other factors when evaluating the cash bonuses paid to NEOs for 2024. The Compensation Committee considered such quantitative metrics as NAV per share, net investment income per share, stock price performance and operating expenses (as a percentage of equity), as well as Mr. Lorber’s and Ms. McMillan’s respective performance versus the strategic goals that had been set for 2024. The Compensation Committee also consulted with its independent compensation consultant and also took into account Company budgetary constraints. The net result of these considerations resulted in the aforementioned discretionary annual cash bonuses being paid to the NEOs. In particular, cash bonuses paid to NEOs for 2024 performance included recognition of the Company’s financial results, including net asset value (“NAV”) per share growth, net investment income and stock price performance, as well as key operational achievements. The amount of the annual cash bonus paid to each NEO for 2024 is presented under the caption entitled “Compensation of Executive Officers — Summary Compensation Table.” The Compensation Committee believes that these annual cash bonus awards are individually appropriate based on 2024 performance. Such bonuses comprise a key component of the Company’s overall compensation program. Long-Term Cash Incentive Plan On May 9, 2022, the Board of Directors of the Company adopted the PhenixFIN 2022 Long-Term Cash Incentive Plan (the “CIP”) pursuant to the recommendation by the Compensation Committee. The CIP provides for performance-based cash awards to key employees of the Company, as approved by the Compensation Committee, based on the achievement of pre-established financial goals for the relevant performance period. The performance goals may be expressed as one or a combination of net asset value of the Company, net asset value per share of the Company’s common stock, changes in the market price of shares of the Company’s common stock, individual performance metrics and/or such other goals and objectives the Compensation Committee considers relevant. The Compensation Committee in April 2022 approved awards for the three-year performance period commencing on October 1, 2021 and ended on September 30, 2024 (the “2022 LTIP Plan”). Each participant is eligible to receive an amount of cash equal to 0%-200% of his or her target performance award, based on the achievement of NAV and NAV per share goals (weighted at 30% and 70%, respectively) as of the end of the performance period (the “Performance Goals”). Performance is evaluated separately for each Performance Goal. Each Performance Goal is subject to (i) a threshold level of performance at which a percentage of the target performance award attributable to that Performance Goal may be paid and below which no payment is made pursuant to an award, (ii) a target level of performance at which 100% of the target performance award attributable to that Performance Goal may be paid and (iii) a maximum level of performance, at which 200% of the target performance award attributable to that Performance Goal may be paid, in each case subject to such other terms and conditions of an award. No payment is made with respect to a Performance Goal if a threshold level of performance is not achieved. Between threshold, target and maximum performance levels for each Performance Goal, the amount of the award attributed to the Performance Goal will be linearly interpolated. On September 30, 2024, the performance cycle for the 2022 LTIP Plan ended. Based on achievement of the Performance Goals, Mr. Lorber received $1,403,530 and Ms. McMillan received $599,260 pursuant to the 2022 LTIP Plan awards (the “2022 Awards”).

  20. Compensation Discussion and Analysis

    In December 2022, the Compensation Committee approved awards for Mr. Lorber and Ms. McMillan for the three-year performance period commencing on October 1, 2022 and ending on September 30, 2025 (the “2023 LTIP Plan”). Each participant is eligible to receive an amount of cash equal to 0%-200% of their target performance award, based on the achievement of NAV and NAV per share goals (weighted at 20% and 80%, respectively) as of the end of the performance period. Performance is evaluated separately for each Performance Goal. The threshold, target and maximum performance levels are structured similar to those of the 2022 LTIP Plan. In December 2023, pursuant to the CIP, the Compensation Committee approved awards for Mr. Lorber and Ms. McMillan for the three-year performance period commencing on October 1, 2023 and ending on September 30, 2026 (the “2024 LTIP Plan”). Each participant is eligible to receive an amount of cash equal to a percentage of their target award amount set forth above based on the factors described above. The threshold, target and maximum performance levels are structured similar to those of the 2022 LTIP Plan. The Compensation Committee, in approving the awards, evaluated each Performance Goal separately. In December 2024, pursuant to the CIP, the Compensation Committee approved awards for Mr. Lorber and Ms. McMillan for the three-year performance period commencing on October 1, 2024 and ending on September 30, 2027 (the “2025 LTIP Plan”). Each participant is eligible to receive an amount of cash equal to a percentage of their target award amount set forth above based on the factors described above. The threshold, target and maximum performance levels are structured similar to those of the 2022 LTIP Plan. The Compensation Committee, in approving the awards, evaluated each Performance Goal separately. The target performance award for the 2022 LTIP Plan, the 2023 LTIP Plan and the 2024 LTIP Plan (the “22 – 24 Awards”) for each of Mr. Lorber and Ms. McMillan was $890,000 and $380,000, respectively. The target performance award for the 2025 LTIP Plan for each of Mr. Lorber and Ms. McMillan is $1,000,000 and $425,000, respectively. As of the years ended September 30, 2024 and September 30, 2023, the Company recorded a combined accrual of $2,798,437 and $317,000 under the 22 – 24 Awards granted. During the year ended September 30, 2022, the Company did not record an accrual. Tax Deductibility of Compensation Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), generally disallows a tax deduction to public companies to the extent compensation paid to any “covered employee” exceeds $1 million in a given taxable year. If we pay any of our “covered employees” compensation in excess of $1 million for any taxable year, the Company generally cannot deduct such excess compensation for U.S. federal income tax purposes. For purposes of Section 162(m), a “covered employee” includes our CEO and our CFO and any other NEO that the Company may designate in the future. In addition, once a person is determined to be a covered employee, such person continues to be a covered employee regardless of whether such person remains an NEO. While the Compensation Committee considers the deductibility of compensation as one factor in determining executive compensation, the Compensation Committee also considers other factors in making compensation decisions and retains the flexibility to authorize amounts and forms of compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by the Company for tax purposes. Risk Management and Compensation Policies and Practices We believe that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company. In addition, the Compensation Committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks. The Compensation Committee has reviewed the elements of executive compensation to determine whether any portion of executive compensation encourages excessive risk taking and concluded: compensation is allocated among base salaries, discretionary cash bonuses, and LTIAs in such a way as to not encourage excessive risk-taking. Stockholder Advisory Vote on Executive Compensation In accordance with applicable regulations, the Company held an advisory vote at the Company’s 2024 annual meeting, whereby Company shareholders voted, on an advisory basis, on the approval of the compensation of the NEOs as disclosed pursuant to Item 402 of Regulation S-K. This proposal was approved by the requisite vote of shareholders. In addition, the Board determined that, consistent with the shareholders’ advisory vote at the Company’s 2022 annual meeting, it will include in our proxy materials a shareholder advisory vote on executive compensation every year until the next required shareholder vote on the frequency of shareholder votes concerning executive compensation. Conclusion We believe that our compensation policies and objectives are designed to fairly compensate, retain and motivate our NEOs and to ultimately reward them for outstanding performance. The retention and motivation of our NEOs should enable us to grow strategically and position ourselves competitively in the market in which we operate.

  21. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio For the fiscal year ended September 30, 2024, the median of the annual total compensation of all employees of the Company (other than our CEO) was $405,625, and the total compensation of our CEO was $2,872,160 for the fiscal year. Based on this information, our CEO’s 2024 annual total compensation was approximately 7.08 times that of the median of the 2024 annual total compensation of all of our employees. We selected September 30, 2024 as the date used to identify our “median employee” who represents the median annual total compensation of all our employees (other than our CEO). As of September 30, 2024, our employee population consisted of five individuals, all located in our New York office. We calculated the annual total compensation of our employee population in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which included salary and bonus.

  22. Pay Versus Performance

    Pay Versus Performance In accordance with the final rule adopted by the SEC in August 2022 implementing Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following table that sets forth certain compensation measures for certain of our officers alongside certain performance metrics for the Company and industry peers:

  23. Pay Versus Performance

    | | | | | | Value of initial fixed $100 investment based on: | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Company TSR | Peer Group TSR(3) | Net Investment Income ($ in thousands) | NAV Per Share | | 2024 | $2,872,160.00 | $2,872,160.00 | $1,309,900.00 | $1,309,900.00 | 275.54 | 205.43 | 4,734 | $79.37 | | 2023 | $1,925,000.00 | $1,925,000.00 | $890,000.00 | $890,000.00 | 213.27 | 176.69 | 6,510 | $70.75 | | 2022 | $1,181,921.00 | $1,181,921.00 | $614,928.00 | $614,928.00 | 196.27 | 131.45 | 3,431 | $57.49 | | 2021 | $774,223.85 | $774,223.85 | $472,307.69 | $472,307.69 | 240.61 | 154.34 | 18,523 | $57.08 |

  24. Pay Versus Performance

    (1) For each of fiscal year 2022, 2023 and 2024, the PEO was David A. Lorber and the non-PEO NEO was Ellida McMillan. On January 1, 2021, the Company completed the Internalization, prior to which there was a different PEO and non-PEO NEO. Effective January 1, 2021, Mr. Lorber became the PEO and Ms. McMillan became the non-PEO NEO and the prior PEO and non-PEO NEO (concurrently with the Company commencing operations under an internalized management structure) ceased serving in such roles. The prior PEO and non-PEO NEO were not employees of the Company, and the Company did not directly compensate them. (2) No adjustments are applicable pursuant to Item 402(v)(2)(iii) of Regulation S-K. (3) The “peer group” for Total Shareholder Return (“TSR”) is the S&P BDC Index. The executive compensation actually paid by the Company to the PEO during the four-year period from October 1, 2020 to September 30, 2024 increased from $774,223.85 to $2,872,160.00, or 270.9%. The executive compensation actually paid by the Company to the non-PEO NEO during the four-year period from October 1, 2020 to September 30, 2024 increased from $472,307.69 to $1,309,900.00, or 177.3%. For the same period, cumulative total shareholder return of the Company was 29.2%, compared with the cumulative total shareholder return of the S&P BDC Index of 16.3%. For the same period, net investment income decreased from $18,522,719 to $4,733,860, or 74.4%, and net asset value per share increased from $57.08 to $79.37, or 39.1%. Restrictions imposed by the 1940 Act restrict the Compensation Committee’s ability to use nondiscretionary or formulaic Company performance goals or criteria to determine executive incentive compensation. The Compensation Committee instead considers several financial performance metrics, along with other factors including operational goals and individual performance criteria, in determining the appropriate compensation for the NEOs. Subject to the restrictions imposed by the 1940 Act, in the Company’s assessment, the following list of performance measures represent the most important performance measures used to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to Company performance: • Net asset value per share • Net asset value • Net investment income per share