Information About the Annual Meeting
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Section 16(a) Beneficial Ownership Reporting Compliance | | | | | | | |
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Type of
Ownership in NMFC |
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NMFC Shares
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Name
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Number(1)
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Percentage
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Interested Directors: | | | | | | | | | | | | | | | | |
Steven B. Klinsky(2)
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Direct and Beneficial
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| | | | 8,690,181 | | | | | | 9.0% | | |
Robert A. Hamwee(3)
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Direct and Beneficial
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| | | | 479,802 | | | | | | * | | |
Adam B. Weinstein
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Direct
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| | | | 287,242 | | | | | | * | | |
John R. Kline
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Direct
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| | | | 184,830 | | | | | | | | |
Independent Directors: | | | | | | | | | | | | | | | | |
Alfred F. Hurley, Jr.
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Direct
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| | | | 44,428 | | | | | | * | | |
Rome G. Arnold III(4)
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Direct
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| | | | 39,778 | | | | | | * | | |
David Ogens
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Direct
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| | | | 101,427 | | | | | | * | | |
Daniel B. Hébert
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—
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| | | | — | | | | | | — | | |
Alice W. Handy
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Direct
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| | | | 1,000 | | | | | | * | | |
Executive Officers Who Are Not Directors: | | | | | | | | | | | | | | | | |
Karrie J. Jerry
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Direct
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| | | | 6,644 | | | | | | * | | |
Shiraz Y. Kajee
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Direct
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| | | | 7,500 | | | | | | * | | |
All executive officers and directors as a group (11 persons)(5)
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Direct and Beneficial
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| | | | 9,842,832 | | | | | | 10.2% | | |
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Dollar Range of Equity
Securities Beneficially Owned(1)(2)(3) |
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Interested Directors: | | | | |
Steven B. Klinsky
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Over $100,000
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Robert A. Hamwee
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Over $100,000
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Adam B. Weinstein
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Over $100,000
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John R. Kline
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Over $100,000
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Independent Directors: | | | | |
Alfred F. Hurley, Jr.
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Over $100,000
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Rome G. Arnold III
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Over $100,000
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David Ogens
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Over $100,000
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Daniel B. Hébert
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—
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Alice W. Handy
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$1 – $10,000
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Name of Director
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Name of Owners
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Name of Investment
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Title of Class
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Dollar Range
of Equity Securities(1) |
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Independent Directors | | | | | | | | | | | | | |
Rome G. Arnold III | | |
Arnold Family LLC
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New Mountain Partners II, L.P
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N/A — Single Class
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Over $100,000 in
each
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New Mountain Partners III, L.P.
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New Mountain Partners IV, L.P.
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New Mountain Partners V, L.P..
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New Mountain Partners VI, L.P.
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Alfred F. Hurley, Jr. | | |
Alfred F. Hurley, Jr.
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New Mountain Partners IV, L.P.
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N/A — Single Class
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Over $100,000 in
each
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New Mountain Partners V, L.P.
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New Mountain Partners VI, L.P.
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David Ogens | | |
Ogens Family, Inc.
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New Mountain Partners II, L.P.
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N/A — Single Class
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Over $100,00 in each
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David Ogens and
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New Mountain Partners VI, L.P.
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Locke W. Ogens
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David Ogens
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New Mountain Net Lease Partners, L.P.
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Name, Address and Age
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Position(s) Held
with NMFC |
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Terms of Office
and Length of Time Served |
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Principal Occupation(s)
During Past Five Years |
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Other Directorships Held by
Director or Nominee for Director During Past Five Years |
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Independent Director
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David Ogens, 66 | | | Director. | | | Class I Director since 2010; Term expires 2021. | | | Chief Executive Officer and Director of HealthBridge LLC (chronic care management) since 2020; and President and Director of Med Inc. (disease management company) from 2011 to 2020. | | | Director of HealthBridge LLC (a company that provides chronic care management services to patients in their home environments); Director of NMF SLF I, Inc. (BDC) since 2019; Director of New Mountain Guardian III BDC, L.L.C. (BDC) since 2019; and Director of Med Inc. (a company that provides respiratory services to patients with COPD and serious neuromuscular diseases) from 2011 to 2020. | |
Name, Address and Age
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Position(s) Held
with NMFC |
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Terms of Office
and Length of Time Served |
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Principal Occupation(s)
During Past Five Years |
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Other Directorships Held by
Director or Nominee for Director During Past Five Years |
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Interested Director
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Adam B. Weinstein, 42 | | | Executive Vice President, Chief Administrative Officer and Director. | | | Class I Director since 2012; Term expires 2021. | | | Executive Vice President and Chief Administrative Officer of NMFC since January 2013; Executive Vice President of NMF SLF I, Inc. (BDC) since 2019; Executive Vice President of New Mountain Guardian III BDC, L.L.C. (BDC) since 2019; and Managing Director, Head of Firm Operations, and Chief Financial Officer, along with other various roles, of New Mountain Capital, L.L.C. (private equity firm) since 2005. | | | Director of New Mountain Guardian III BDC, L.L.C. (BDC) since 2019; Director of Great Oaks Foundation (education) from 2011 to present; Director of New Mountain Vantage (Cayman) Ltd. (hedge fund) from 2010 to 2020, Chairman from 2014 to 2020; Director of New Mountain Vantage LO (Cayman) Ltd. (hedge fund) from 2014 to 2017; Director of Bellerophon Therapeutics, Inc. (clinical stage therapeutics company) (NasdaqGM: BLPH) from 2014 to 2018; and Director of Victory Education Partners (education management) since 2014. | |
Name, Address and Age
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Position(s) Held
with NMFC |
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Terms of Office
and Length of Time Served |
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Principal Occupation(s)
During Past Five Years |
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Other Directorships Held by
Director or Nominee for Director During Past Five Years |
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Interested Director | | | | | | | | | | | | | |
John R. Kline, 45 | | | President and Chief Operating Officer. | | | Class I Director since 2019; Term expires 2021. | | | Chief Operating Officer of NMFC since 2013; President of NMFC since 2016; Executive Vice President of NMFC from 2013 to 2016; President and Chief Operating Officer of NMF SLF I, Inc. (BDC) since 2019; President and Chief Operating Officer of New Mountain Guardian III BDC, L.L.C. (BDC) since 2019; and Managing Director of New Mountain Capital, L.L.C. (advisory) (private equity firm) since 2008. | | | Director of NMF SLF I, Inc. (BDC) since 2019; Director of New Mountain Guardian III BDC, L.L.C. (BDC) since 2019; and Director of Unitek Global Services, Inc. (business services company) since January 2015. | |
Name, Address and Age
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Position(s) Held
with NMFC |
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Terms of Office
and Length of Time Served |
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Principal Occupation(s)
During Past Five Years |
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Other Directorships Held by
Director or Nominee for Director During Past Five Years |
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Interested Director | | | | | | | | | | | | | |
Steven B. Klinsky, 64 | | | Chairman of the board of directors. | | | Class III Director since 2010; Term expires 2023. | | | Founder and Chief Executive Officer of New Mountain Capital, L.L.C. (private equity firm) from its inception in 1999 to present. | | | Director of Gary Klinsky Children Centers (after school program) since 1993; Director of the American Investment Council (industry trade association) since 2012, Chairman since 2018; Chairman of New Spirit Alliance (digital news site) since 2015; board of directors member of Great Oaks (charter school); Director of Education Next (an education research company) since 2017; | |
Name, Address and Age
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Position(s) Held
with NMFC |
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Terms of Office
and Length of Time Served |
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Principal Occupation(s)
During Past Five Years |
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Other Directorships Held by
Director or Nominee for Director During Past Five Years |
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Independent Director
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Daniel B. Hébert, 65
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| | Director. | | | Class III Director since 2019; Term expires 2023. | | | Chief Operating Officer of Bernstein Equity Partners, LLC (investment banking firm) since May 2017; Chief Executive Officer of Vision One Partners, LLC (registered Broker Dealer) since September 2018; and Managing Director of Sandler O’Neill (investment banking firm) from March 2013 to April 2017. | | | None. | |
Name, Address and Age
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Position(s) Held
with NMFC |
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Terms of Office
and Length of Time Served |
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Principal Occupation(s)
During Past Five Years |
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Other Directorships Held by
Director or Nominee for Director During Past Five Years |
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Independent Director
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Rome G. Arnold III, 65 | | | Director. | | | Class III Director since 2017; Term expires 2023. | | | Senior Advisor of Rose and Co. (a financial technology startup with a focus on digital media), since 2017; and Managing Director at UBS Securities Energy Group (investment bank) from 2012 to 2016. | | | Director of Forbes Energy Services Ltd. (oilfield services contractor) since 2017; and Director of New Mountain Guardian III BDC, L.L.C. (BDC) since 2019. | |
Name, Address and Age
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Position(s) Held
with NMFC |
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Terms of Office
and Length of Time Served |
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Principal Occupation(s)
During Past Five Years |
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Other Directorships Held by
Director or Nominee for Director During Past Five Years |
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Interested Director | | | | | | | | | | | | | |
Robert A. Hamwee, 50 | | | Chief Executive Officer and Director. | | | Class II Director since 2010; Term expires 2022. | | | Chief Executive Officer of NMFC since July 2010; President of NMFC from 2011 to 2016; Chief Executive Officer of NMF SLF I, Inc. (BDC) since 2019. Chief Executive Officer of New Mountain Guardian III BDC, L.L.C. (BDC) since 2019; and Managing Director of New Mountain Capital, L.L.C. (private equity firm) since 2008. | | | Founder, majority stockholder of, and director on the board of directors of Boulevard (f/k/a Woofbert, Inc.) (development stage company for art education applications for virtual reality platforms) since 2013; and Director of Edmentum, Inc. (educational software) since June 2015. | |
Name, Address and Age
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Position(s) Held
with NMFC |
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Terms of Office
and Length of Time Served |
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Principal Occupation(s)
During Past Five Years |
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Other Directorships Held by
Director or Nominee for Director During Past Five Years |
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Independent Director
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Alfred F. Hurley, Jr., 66 | | | Director. | | | Class II Director since 2010; Term expires 2022. | | | Sole Member of Alfred F. Hurley, Jr. & Company, LLC, a consulting business, from February 2014 to the present. | | | Director of NMF SLF I, Inc. (BDC) since 2019. Director of New Mountain Guardian III BDC, L.L.C. (BDC) since 2019; Director of Datasite (private business services company) from 2013 to 2020; Director of The Stars Group Inc. (online gaming company) from 2016 to 2020; Director of Flutter Entertainment Corporation (online gaming company) since May 2020; Director of Ligado Networks (satellite communication company) since 2017; Chairman of TSI Holdings, Inc. (holding company for TransWorldSystems, Inc.) since 2018; Chairman, audit committee member and chairman of the compensation committee of Purified Ingredients, Inc. (U.S. producer of wheat protein) from 2019 to 2020 | |
Name, Address and Age
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Position(s) Held
with NMFC |
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Terms of Office
and Length of Time Served |
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Principal Occupation(s)
During Past Five Years |
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Other Directorships Held by
Director or Nominee for Director During Past Five Years |
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Independent Director
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Alice W. Handy, 72 | | | Director. | | | Class II Director since 2019; Term expires 2022. | | | Chief Executive Officer of Investure LLC (outsourced investment office) from January 2003 to December 2018. | | | Director of NMF SLF I, Inc. (BDC) since 2020; and MSCI Inc. (investment decisions support tools company) from 2009 to April 2020. | |
Name, Address, and Age
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Position(s) Held with
Registrants |
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Principal Occupation(s) During Past 5 Years
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Karrie J. Jerry, 46 | | | Chief Compliance Officer and Corporate Secretary. | | | Chief Compliance Officer and Corporate Secretary of NMF SLF I, Inc. (BDC) since 2019; Chief Compliance Officer and Corporate Secretary of New Mountain Guardian III BDC, L.L.C. (BDC) since 2019; Chief Compliance Officer and Corporate Secretary of NMFC since June 2015; and Compliance Vice President and Assistant Corporate Secretary of NMFC from 2011 to 2015. | |
Shiraz Y. Kajee, 41
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| | Chief Financial Officer. | | | Chief Financial Officer and Treasurer of NMF SLF I, Inc. (BDC) since 2019; Chief Financial Officer and Treasurer of New Mountain Guardian III BDC, L.L.C. (BDC) since 2019; Chief Financial Officer of NMFC since December 2015; and Head of U.S. Finance at Man Investments (alternative asset manager) from 2012 to 2015. | |
Name
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Fees Paid
in Cash(1) |
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All Other
Compensation(2) |
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Total
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Interested Directors | | | | | | | | | | | | | | | | | | | |
Steven B. Klinsky
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Robert A. Hamwee
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| | | | — | | | | | | — | | | | | | — | | |
Adam B. Weinstein
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| | | | — | | | | | | — | | | | | | — | | |
John R. Kline
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| | | | — | | | | | | — | | | | | | — | | |
Independent Directors | | | | | | | | | | | | | | | | | | | |
David Ogens
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| | | $ | 126,792 | | | | | | — | | | | | $ | 126,792 | | |
Alfred F. Hurley, Jr.
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| | | $ | 124,128 | | | | | | — | | | | | $ | 124,128 | | |
Rome G. Arnold III
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| | | $ | 129,000 | | | | | | — | | | | | $ | 129,000 | | |
Daniel B. Hébert
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| | | $ | 119,000 | | | | | | — | | | | | $ | 119,000 | | |
Alice W. Handy
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| | | $ | 119,724 | | | | | | — | | | | | $ | 119,724 | | |
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Year Ended
December 31, 2020 |
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Year Ended
December 31, 2019 |
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Audit Fees
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| | | $ | 825.0 | | | | | $ | 825.0 | | |
Audit-Related Fees
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| | | | 20.0 | | | | | | 285.0 | | |
Tax Fees
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| | | | 259.8 | | | | | | 239.9 | | |
All Other Fees
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| | | | — | | | | | | — | | |
Total Fees:
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| | | $ | 1,104.8 | | | | | $ | 1,349.9 | | |