Committee considered the fact that our performance relative to the Peer Group was above the median, and in most cases above the 75th percentile, measured using Return on Average Assets, Return on
Equity, Return on Investment Capital and Total Shareholder Return during the trailing
one-,
three-, and five-years as indicated in the chart above.
In addition, the Compensation Committee also considers the Companys total shareholder returns as compared to a select number of BDC
Peers* to consider the competitiveness of executive compensation levels. As of December 30, 2017, the Company delivered the following one-, three- and five years of 1.8%, 13.2% and 72.4% as compared to our BDC peers of 1.1%, 9.3% and 12.6%.**
*BDC Peers: AINV, ARCC, BKCC, OCSL, FSIC, GBDC, GSBD, KCAP, MAIN, MCC, NMFC, PNNT, PSEC, SLRC, TCAP, TCPC, TCRD, TICC, TSLX
**Data Source: S&P Capital IQ
CEO Pay
Ratio
For 2017, our last completed fiscal year, the median of the annual total compensation of all of our employees (other than
Mr. Henriquez, our Chief Executive Officer (our CEO)) was $209,713, and the annual total compensation of our CEO, as reported in the Summary Compensation Table, was $8,235,700. Based on this information, our CEOs 2017
annual total compensation was approximately 39.3 times that of the median of the 2017 annual total compensation of all of our employees.
We selected December 31, 2017 as the date used to identify our median employee whose annual total compensation was the median
of the annual total compensation of all our employees (other than our CEO) for 2017. As of December 31, 2017, our employee population consisted of 66 individuals (other than Mr. Henriquez), located in our California, Connecticut, Illinois,
Massachusetts, New York and Washington, D.C. offices. We compared the annual total compensation for our employee population in accordance with the requirements of Item 402(c)(2)(x) of
Regulation S-K,
which included salary, bonus, stock awards and employer contributions to employee accounts in our 401(k) plan. In making this determination, we annualized the compensation of 79 employees who either were hired or terminated in 2017 but did not work
for us the entire fiscal year.
Our Regulatory Status and Limitations Imposed by the Investment Company Act of 1940
We are an internally-managed,
non-diversified,
closed-end
investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended, referred to as the 1940 Act. As a BDC, we are required to comply with certain regulatory requirements,
including the 1940 Act, rules promulgated under the 1940 Act, and exemptive orders issued to us by the Securities and Exchange Commission, or the SEC. We refer to these requirements, rules and exemptive orders as the 1940 Act Requirements. Among
other things, these 1940 Act Requirements:
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Limit our ability to implement
non-equity
incentive plans (i.e., cash incentive plans) that would restrict the discretion and decision-making authority of our Compensation
Committee. The 1940 Act Requirements provide that we may maintain either an equity incentive plan or a profit sharing plan. A profit sharing plan as defined under the 1940 Act is any written or oral plan, contract, authorization or
arrangement, or any practice, understanding or undertaking whereby amounts payable under the compensation plan are dependent upon or related to the profits of the company. The SEC has stated that compensation plans possess profit-sharing
characteristics if an investment company is obligated to make payments under such a plan based on the level of income, realized gains or loss on investments or unrealized appreciation or depreciation of assets of such investment company.
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