DEF 14A of Saratoga Investment Corp.
Filed Aug 5, 20250001213900-25-071844
PROPOSAL 1 — ELECTION OF DIRECTOR NOMINEES
PROPOSAL 1 — ELECTION OF DIRECTOR NOMINEES Our business and affairs are managed under the direction of our Board. Pursuant to our Articles of Incorporation, the Board may modify the number of members of the Board provided that the number of directors will not be fewer than three or greater than eleven and that no decrease in the number of directors shall shorten the term of any incumbent director. The Board currently consists of five members, of whom three are not “interested persons” (as defined in Section 2(a)(19) of the Investment Company Act of 1940 (“1940 Act”)) of the Company (an “independent director”). Section 303A.01 of the NYSE Listed Company Manual requires that the Company maintain a majority of independent directors on the Board and further provides that a director of a business development company (“BDC”) shall be considered to be independent if he or she is not an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Company. Under our Articles of Incorporation, our directors are divided into three classes. Each class of directors will hold office for a three-year term, and until his successor is duly elected and qualified. At each Annual Meeting of Stockholders, the successors to the class of directors whose terms expire at such meeting will be considered for re-election for three-year term expiring at the 2028 Annual Meeting of Stockholders, until their respective successor has been duly elected and qualified or their earlier resignation, death or removal. Each of Messrs. Looney and Whitman have been nominated for re-election for a three-year term expiring at the 2028 Annual Meeting of Stockholders. Neither Mr. Looney nor Mr. Whitman are being nominated to serve as a director pursuant to any agreement or understanding between either Mr. Looney or Mr. Whitman, on the one hand, and the Company or any other person or entity, on the other hand. A stockholder can vote “for” or “withhold authority” for each of the director nominees or abstain from voting. 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 each of the director nominees. If 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 nominated by the Board as a replacement. Each director nominee has consented to being named in this Proxy Statement and to serving as a director if re-elected at the Annual Meeting. Accordingly, the Board has no reason to believe that the persons names will be unable or unwilling to serve. The Board unanimously recommends a vote “FOR” the election of each of the director nominees.
Director and Executive Officer Information
Director and Executive Officer Information
Directors
Directors Information regarding the nominees for election as a director at the Annual Meeting and our continuing directors is set forth below. There were no legal proceedings of the type described in Item 401(f)(7) and (8) of Regulation S-K in the past 10 years against any of our directors, director nominees or officers, and none are currently pending. Director nominees whose current term will expire at the Annual Meeting:
Directors
| Name | Age | Position | Director Since | | Independent Directors | | | | | Steven M. Looney | 75 | Director | 2007 | | Charles S. Whitman III | 83 | Director | 2007 |
Directors
Continuing directors whose terms will expire at our 2026 Annual Meeting of Stockholders or until their respective successor is duly elected and qualified:
Directors
| Name | Age | Position | Director Since | | Independent Directors | | | | | G. Cabell Williams | 71 | Director | 2007 | | Interested Director | | | | | Henri Steenkamp | 49 | Director | 2020 |
Directors
Continuing directors whose terms will expire at our 2027 Annual Meeting of Stockholders or until their respective successor is duly elected and qualified:
Directors
| Name | Age | Position | Director Since | | Interested Director | | | | | Christian Oberbeck | 65 | Director | 2010 |
Directors
Biographical information regarding our Board is set forth below. We have divided the directors into two groups — independent directors and interested directors. Interested directors are “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Company.
Independent Directors
Independent Directors Steven M. Looney — Mr. Looney has served as member of our Board since 2007. Mr. Looney is a Managing Director of Peale Davies & Co. Inc., a strategic advisory firm specializing in change management and revenue enhancement for middle-market enterprises, and is a CPA and an attorney. Mr. Looney has served as a consultant and director to numerous companies in the healthcare, manufacturing and services industries. Between 2000 and 2005, he served as Senior Vice President and Chief Financial Officer of PCCI, Inc., a private IT staffing and outsourcing firm. Between 1992 and 2000, Mr. Looney worked at WH Industries as Chief Financial and Administrative Officer. Mr. Looney is a trustee of Excellent Education for Everyone, a nonprofit organization and founder of its affiliate, TradePrep, and a director and chair of the audit committee of ICG Loan Funding Ltd., a manager of and investor in collateralized loan portfolios in Europe and the United States. Mr. Looney graduated summa cum laude from the University of Washington with a B.A. degree in accounting and received a J.D. from the University of Washington School of Law where he was a member of the law review. He began his career at the SEC. Mr. Looney’s qualifications as director include his experience as a Managing Director of Peale Davies & Co., as Chief Financial and Administrative Officer of WH Industries and as General Counsel and Chief Compliance Officer of A.G. Becker-Warburg Paribas Becker, as well as his financial, accounting and legal expertise. Charles S. Whitman III — Mr. Whitman has served as member of our Board since 2007. Mr. Whitman is senior counsel (retired) at Davis Polk & Wardwell LLP. Mr. Whitman was a partner in Davis Polk’s Corporate Department for 28 years, representing clients in a broad range of corporate finance matters, including shelf registrations, securities compliance for financial institutions, foreign asset privatizations, and mergers and acquisitions. From 1971 to 1973, Mr. Whitman served as Executive Assistant to three successive Chairmen of the SEC. Mr. Whitman graduated from Harvard College and graduated magna cum laude from Harvard Law School with a LL.B. Mr. Whitman also received an LL.M. from Cambridge University in England. Mr. Whitman’s qualifications as director include his 28 years of experience representing clients, including AT&T, Exxon Mobil, General Motors and BP, in securities matters as a partner in Davis Polk’s corporate department. G. Cabell Williams — Mr. Williams has served as member of our Board since 2007. Mr. Williams has served as the Managing General Partner of Williams and Gallagher, a private equity partnership located in Chevy Chase, Maryland since 2004. From March 2011 to December 2024, Mr. Williams was a Partner, Senior Manager and Director of Farragut Capital Partners, which is a Mezzanine Fund based out of Chevy Chase, Maryland. In 2004, Mr. Williams concluded a 23-year career at Allied Capital Corporation, a business development company based in Washington, DC, which was acquired by Ares Capital Corporation in 2010. While at Allied, Mr. Williams held a variety of positions, including President, CIO and finally Managing Director following Allied’s merger with its affiliates in 1998. From 1991 to 2004, Mr. Williams either led or co-managed the firm’s Private Equity Group. For the nine years prior to 1999, Mr. Williams led Allied’s Mezzanine investment activities. For 15 years, Mr. Williams served on Allied’s Investment Committee where he was responsible for reviewing and approving all of the firm’s investments. Prior to 1991, Mr. Williams ran Allied’s Minority Small Business Investment Company. He also founded Allied Capital Commercial Corporation, a real estate investment vehicle. Mr. Williams has served on the board of directors of various public and private companies. Mr. Williams attended The Landon School, and graduated from Mercersburg Academy and Rollins College, receiving a B.S. in Business Administration from the latter. Mr. Williams’ qualifications as director include his 28 years of experience managing investment activities at Allied Capital, where he served in a variety of positions, including President, CIO and Managing Director.
Director Compensation
Director Compensation Our independent directors receive an annual fee of $90,000. They also receive $3,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each board meeting and receive $2,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each committee meeting. In addition, the chairman of the Audit Committee receives an annual fee of $15,000 and the chairman of each other committee receives an annual fee of $8,000 for their additional services in these capacities. In addition, we have purchased directors’ and officers’ liability insurance on behalf of our directors and officers. Independent directors have the option to receive their directors’ fees in the form of our common stock issued at a price per share equal to the greater of net asset value or the market price at the time of payment. No compensation is paid to directors who are “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Company. The following table sets forth information concerning total compensation earned by or paid to each of our directors during the fiscal year ended February 28, 2025:
Director Compensation
| Name | Fees Earned or Paid in Cash | Total | All Other Compensation | | Interested Directors | | | | | Christian L. Oberbeck(1) | — | — | — | | Henri J. Steenkamp(1) | — | — | — | | Independent Directors | | | | | Steven M. Looney | $126,500 | $126,500 | — | | Charles S. Whitman III | $120,000 | $120,000 | — | | G. Cabell Williams | $120,000 | $120,000 | — |
Director Compensation
(1) No compensation was paid to directors who are “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Company.