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| PROPOSAL TO ELECT THE DIRECTOR NOMINEE | | | | | | | |
| CORPORATE GOVERNANCE | | | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | | | | | | |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | | | | | | | |
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Name | | | Age | | | Background Information | |
Roger Schoenfeld | | | | | Mr. Schoenfeld has served as a director of the Company since our formation in 2018. Since 2005, Mr. Schoenfeld has served as a Managing Director at Cross Keys Capital, an investment banking firm, where he provides investment banking services to lower middle market companies, entrepreneurs and investors. Mr. Schoenfeld focuses primarily on representing owners of privately-held businesses in the sale and/or equity recapitalization of their businesses. From 1990 to 2005, Mr. Schoenfeld was a partner in various groups that acquired, operated and sold lower middle-market manufacturing businesses. From 1982 to 1988, he practiced law at Goldberg Kohn, a boutique Chicago law firm specializing in real estate, corporate and | |
Name | | | Age | | | Background Information | |
| | | | | | finance transactions. He actively serves on the Board of the Midwest Chapter of the Alliance of Merger and Acquisition Advisors (AMAA). Additionally, Mr. Schoenfeld has served on the Boards and Executive Committees of a number of Chicago area organizations, including Maot Chitim, Jewish National Fund, The Ark and The Board of Jewish Education of Metropolitan Chicago. He served as the President of the Chicago Chapter of the Precision Metal Forming Association and currently is a student mentor in College Bound Opportunities. He also passed the Certified Public Accounting exam. Mr. Schoenfeld obtained his J.D. from Georgetown University and graduated summa cum laude with a B.S. in Accounting from Indiana University. Mr. Schoenfeld’s depth of experience in the investment banking and corporate finance industries as well as his legal background provides our Board with valuable experience, insight and perspective. | |
Name | | | Age | | | Background Information | |
David Eaton | | | 66 | | | Mr. Eaton has served as a director of the Company since our formation in 2018. For four decades, Mr. Eaton has successfully guided companies through sophisticated financings, restructurings and special situations. Mr. Eaton was a partner at the law firm of Kirkland & Ellis LLP for over 20 years until his retirement in February 2017. Mr. Eaton also served as a Managing Director at PriceWaterhouseCoopers Securities for two years. We believe that his years handling sophisticated global deals as a Partner at Kirkland & Ellis and Managing Director at PriceWaterhouseCoopers Securities give him a steady hand in navigating complex financial deals, mergers and acquisitions, and strategic alternatives that will be beneficial to the Board. Mr. Eaton also served as an adjunct professor of international bankruptcy at the University of Illinois for four years. His background includes being a founder and managing director of AEG Partners, a financial advisory and business transformation firm. Mr. Eaton has also served on the boards of numerous companies in special situations, including as executive chairman. Throughout his career, Mr. Eaton has been recognized as an elite player in the restructuring space. Mr. Eaton has played major roles in innumerable high-profile workouts, reorganizations, financings, acquisitions and divestures of stressed businesses. He has also led some of the largest out-of-court restructurings and complex Chapter 11 reorganizations in the world. His work spans industries including consumer products, energy, finance and asset management, manufacturing, services (including professional services), retail, technology, and transportation. Mr. Eaton received his J.D. from the University of Illinois College of Law and his B.A. in Economics from University of Michigan. | |
Name | | | Age | | | Background Information | |
Theodore L. Koenig | | | | | Theodore L. Koenig has served as our chairman of the Board, chief executive officer and president since our formation in 2018. Mr. Koenig has served as the chairman of the board of directors and chief executive officer of Monroe Capital Corporation (Nasdaq: MRCC), a publicly traded |
past President of the Indiana University Kelley School of Business Alumni Club of Chicago. He currently serves as director of the Commercial Finance Association and is a member of the Turnaround Management Association and the Association for Corporate Growth. Mr. Koenig also serves on the Dean’s Advisory Council, Kelley School of Business; Board of Overseers, Chicago-Kent School of Law; and as Vice Chairman of the Board of Trustees of Allendale School, a non-profit residential and educational facility for emotionally troubled children in the greater Chicago area. He is also a Certified Public Accountant. Mr. Koenig received a bachelor of science in accounting, with high honors, from Indiana University and earned a juris doctor, with honors, from Chicago Kent College of Law. Mr. Koenig’s depth of experience investing in a variety of debt transactions as well as his legal background provides our Board with valuable experience, insight and perspective. | |
Name | | | Age | | | Background Information | |
Aaron D. Peck | | | | | Aaron D. Peck has served as chief financial officer, chief investment officer and corporate secretary since our formation in 2018. Mr. Peck has also served as a member of the board of directors and as chief financial officer, chief investment officer and corporate secretary of Monroe Capital Corporation (Nasdaq: MRCC), a publicly traded BDC |
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David H. Jacobson | | | | | David H. Jacobson has served as chief compliance officer since our formation in 2018. Mr. Jacobson has also served as chief compliance officer of Monroe Capital Corporation (Nasdaq: MRCC), a publicly traded BDC, since May 2015. Mr. Jacobson previously served as the chief financial officer of Catalyst International, Inc., Coolsavings, Inc. and Sterling Capital, Ltd. He has also served as an auditor for Coopers & Lybrand. Mr. Jacobson received a B.S. in accounting with high honors from Indiana University and is a Certified Public Accountant. | |
Name of Beneficial Owner | | Number of Shares Beneficially Owned(1) | | Percentage of Class | | Dollar Range of Equity Securities Beneficially Owned by Our Directors and Director Nominee(2) | | | Number of Shares Beneficially Owned(1) | | Percentage of Class | | Dollar Range of Equity Securities Beneficially Owned by Our Directors and Director Nominee(2) | | |||||||||||||||
Interested Directors: | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Theodore L. Koenig | | | | 23,700(3) | | | | | * | | | Over $100,000 | | | | | 23,700(3) | | | * | | Over $100,000 | | ||||||
Independent Directors: | | | | | | | | | | | | | | | | | | | | | | | | ||||||
David Eaton | | | | 0 | | | | | — | | | None | | | | | 0 | | | n/a | | None | | ||||||
Roger Schoenfeld | | | | 0 | | | | | — | | | None | | | | | 0 | | | n/a | | None | | ||||||
Executive Officers who are not Directors: | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Aaron D. Peck | | | | 13,200(3) | | | | | * | | | | | | | | 13,200 | | | * | | | | ||||||
David Jacobson | | | | 0 | | | | | — | | | | | | | | 0 | | | n/a | | | | ||||||
All Directors and Executive Officers as a Group (5 Persons) | | | | 35,200 | | | | | 1.2% | | | | | | | | 35,200 | | | 0.4% | | | | ||||||
5% or More Holders: | | | | | | | | | | | | | | ||||||||||||||||
Farnum Rebalance LLC(4) | | | | 250,000 | | | | | 8.6% | | | | | ||||||||||||||||
Purpose Specialty Lending Trust(5) | | | | 200,000 | | | | | 6.9% | | | | | ||||||||||||||||
Cobblestone Private Credit Fund, LP(6) | | | | 150,000 | | | | | 5.2% | | | | |
| | Fiscal Year Ended December 31, 2018 | | | Fiscal Year Ended December 31, 2019 | | Fiscal Year Ended December 31, 2018 | | ||||||||||||
Audit Fees | | | $ | 55,003 | | | | | $ | 110,250 | | | | $ | 55,003 | | | |||
Audit Related Fees | | | | — | | | | | | — | | | | | — | | | |||
Tax Fees | | | | — | | | | | | — | | | | | — | | | |||
All Other Fees | | | | — | | | | | | — | | | | | — | | | |||
TOTAL FEES | | | $ | 55,003 | | | | | $ | 110,250 | | | | $ | 55,003 | | |