Mary Beth Henson
About Mary Beth Henson
Independent director of Ares Capital Corporation (ARCC); age 64; Class II director since 2022 with term expiring at the 2027 annual meeting. She serves on the Audit Committee (designated an “audit committee financial expert”) and on the Co‑Investment Committee. Prior roles include CFO of National Audubon Society (2013–2021), VP Finance at City Harvest (2008–2013), and 14 years at Merrill Lynch where she co‑founded the Global Retailing Investment Banking Group; earlier five years at Chase Manhattan Bank. Education: MBA (Finance), NYU; BA (English), Univ. of Virginia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Audubon Society, Inc. | Chief Financial Officer | 2013–2021 | Senior finance leadership for national non‑profit |
| City Harvest | Vice President, Finance | 2008–2013 | Oversight of finance for NYC food rescue non‑profit |
| Merrill Lynch & Co. | Managing Director; Co‑founder, Global Retailing Investment Banking Group | 14 years | Co‑founded sector IB group; senior banking leadership |
| Chase Manhattan Bank | Commercial lending roles | 5 years | Corporate/commercial lending |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| Other public company or registered investment company boards (past 5 years) | — | Not disclosed | No other directorships listed for Henson in ARCC’s director tables . |
Board Governance
- Committee memberships: Audit Committee member (audit chair is Ann Torre Bates); Co‑Investment Committee member; not on Nominating & Governance Committee (its members are Daniel G. Kelly Jr., Steven B. McKeever, and Eric B. Siegel) .
- Independence: Board majority independent; Henson is affirmatively determined independent under the Investment Company Act/NASDAQ standards .
- Lead Independent Director: Eric B. Siegel .
- Meeting cadence and attendance: In 2024, Board held 8 meetings; Audit Committee 6; Nominating & Governance Committee 2; Co‑Investment Committee 22. All directors then in office attended at least 75% of Board and respective committee meetings; four directors attended last year’s (virtual) annual meeting .
- Executive sessions: Independent directors hold regular executive sessions without interested directors .
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Annual cash retainer (independent directors) | $200,000 | Standard annual fee |
| Board meeting fee | $2,500 per meeting | Plus reimbursement of reasonable expenses |
| Committee meeting fee | $1,000 per meeting | Plus reimbursement of reasonable expenses |
| Lead Independent Director fee | $35,000 | Not applicable to Henson (LID is Siegel) |
| Audit Committee chair fee | $25,000 | Not applicable to Henson (chair is Bates) |
| Nominating & Governance chair fee | $10,000 | Not applicable to Henson (chair is McKeever) |
| Total fees earned (Henson, FY2024) | $247,000 | Cash-only director compensation |
Performance Compensation
- No equity or option grants to independent directors disclosed; director compensation is cash-only for FY2024 (no RSUs/PSUs/options or performance metrics) .
- Clawback policy applies to incentive-based compensation for covered executives under SEC/NASDAQ rules, not to director cash fees .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Henson in ARCC proxy director tables . |
| Registered investment company roles | None disclosed for Henson . |
| Interlocks/affiliations | ARCC board includes Ares-affiliated “interested” directors; Audit Committee (incl. Henson) must review and approve related-party transactions; Co‑Investment Committee (incl. Henson) oversees co‑investment findings under SEC exemptive order—mechanisms to mitigate conflicts . |
Expertise & Qualifications
- Audit committee financial expert designation; advanced financial literacy .
- Senior finance leadership in non‑profit sector (CFO/V P) and investment banking track record (MD, sector group co‑founder) .
- MBA in Finance (NYU); BA in English (UVA) .
Equity Ownership
| Metric | As of Mar 5, 2025 | As of May 13, 2025 |
|---|---|---|
| Shares beneficially owned | 25,516 | 26,069 |
| Ownership as % of shares outstanding | <1% (681,588,467 outstanding) | <1% (694,181,754 outstanding) |
| Dollar range of equity | Over $100,000 | Over $100,000 |
| Stock ownership guidelines | 2.5x annual cash retainer; all directors in compliance as of Mar 5, 2025 | 2.5x annual cash retainer; all directors in compliance |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy | Prohibited |
Governance Assessment
- Independence and financial oversight: Henson strengthens audit oversight as a designated audit committee financial expert, with direct experience across finance and investment banking; independence affirmed by the Board .
- Committee engagement: Active roles on Audit and Co‑Investment Committees, both central to ARCC’s conflict management (related parties, co‑investment approvals) in a BDC structure .
- Alignment: Holds >$100K in ARCC stock; directors must meet ownership guidelines (2.5x cash retainer), with all directors in compliance; hedging/pledging prohibited—positive alignment signal .
- Attendance/engagement: Board and committee meeting cadence is robust; all directors met at least 75% attendance in 2024, and independent directors meet in executive session regularly—supports effective oversight .
- Conflicts: While ARCC’s board includes several Ares-affiliated interested directors, the independent structure, audit review of related-party transactions, and co‑investment governance (with Henson participating) provide mitigating checks; no Henson-specific related-party exposures disclosed .