Edward Ross

About Edward H. Ross

Edward H. Ross, age 59, is Chairman of the Board and Chief Executive Officer of Fidus Investment Corporation, roles he has held since the company’s IPO in June 2011; he is also CEO and a manager of Fidus Investment Advisors, LLC and chairs its investment committees . He holds a BA from Southern Methodist University and an MBA from the University of Notre Dame’s Mendoza College of Business . FDUS is externally managed; the proxy states the company’s executive officers receive no direct compensation from FDUS, with services provided by the Investment Advisor under contractual fee arrangements, which is relevant to assessing pay-for-performance alignment . Company performance context: annual revenues increased from FY 2022 to FY 2024; EBITDA is not disclosed in S&P Global data for these years; TSR was not disclosed in the proxy *.

Values retrieved from S&P Global.*

Past Roles

External Roles

Fixed Compensation

FDUS is externally managed; executive officers, including Mr. Ross, receive no direct compensation from the company. Interested directors (Ross, Lauer) receive no director fees.

The Board has charged the Audit Committee with compensation oversight but confirms no executives are directly compensated by FDUS; FDUS reimburses the administrator for allocable overhead for finance/compliance officers .

Performance Compensation

Not applicable at the FDUS entity level. The proxy discloses advisory fee economics (base management and incentive fees) paid to the Investment Advisor, rather than executive PSUs/RSUs/options at FDUS:

• Investment Advisor fees: FY 2024 base management fee (net of waiver) $18.6M; income incentive fee $18.5M; capital gains incentive fee accrued/(reversed) $0.7M with none payable; administration agreement allocable expenses $2.6M .
• FY 2023: base management fee (net of waiver) $16.0M; income incentive fee $16.5M; capital gains incentive fees accrued/(reversed) $2.4M, $3.5M payable; administration allocable expenses $2.4M .
• FY 2022: base management fee (net of waiver) $14.3M; income incentive fee $8.3M; capital gains incentive fees accrued/(reversed) $(0.4)M, $7.6M payable; administration allocable expenses $1.9M .

These fees create potential incentive alignment considerations (e.g., income incentive fee on pre‑cash income; valuation involvement), noted by the proxy as a conflict risk mitigated via board approval and independent valuation input .

Equity Ownership & Alignment

Additional alignment and risk notes:

• No common stock subject to options/warrants currently exercisable within 60 days of the record date .
• Hedging transactions are not expressly prohibited under the Code of Business Conduct (e.g., collars, swaps, exchange funds), a potential red flag for alignment if used .
• Stock ownership guidelines or pledging policies are not disclosed in the proxy; compliance status is therefore not available .

Employment Terms

• FDUS does not disclose an employment agreement, severance, or change‑of‑control terms for Mr. Ross at the company level, as executives receive no direct compensation from FDUS and are employees/managers of the external Investment Advisor .
• Audit Committee oversees compensation-related matters in absence of a separate compensation committee; independent directors meet in executive sessions and oversee risk, valuation, and governance .
• Related party transactions: Mr. Ross is CEO/manager of the Investment Advisor and chair of its investment committees; Investment Advisor earns base/incentive fees from FDUS, which the Board (majority non‑interested) approves annually; co‑investment is permitted under an SEC exemptive order subject to “required majority” approvals .

Board Governance

• Board service: Chairman of the Board since IPO; class III director continuing in office to the 2026 annual meeting .
• Independence: Ross is an “interested” director due to his positions with FDUS and the Investment Advisor; independent directors are Messrs. Anstiss and Tune and Ms. Corley .
• Committees: Audit Committee (all independent; Anstiss chair) performs audit, valuation, risk oversight, and compensation oversight functions; Nominating Committee (all independent; Corley chair) manages governance and director nominations .
• Board leadership: FDUS has no lead independent director; the board acknowledges potential conflicts when a non‑independent director is Chair/CEO and mitigates via independent director executive sessions and committee structure .
• Attendance: All directors attended 100% of board/committee meetings in 2024 .

Performance & Track Record

Company financial performance (context for pay‑for‑performance at the entity level):

Values retrieved from S&P Global.*

Market context: closing price was $20.47 on March 20, 2025; NAV per share ranged 2024 quarterly from $19.33 to $19.50; the stock traded at premiums of 3.5%–11.2% to NAV and small discounts at times in 2024, typical for BDCs .

Investment Implications

• Alignment and incentives: As CEO of the external Investment Advisor, Mr. Ross’s compensation is tied to advisory/incentive fees (base, income, and capital gains), not FDUS’s executive pay plans. This creates sensitivity to portfolio income recognition and valuations; the board discloses and mitigates via independent oversight and exemptive order conditions .
• Ownership signal: Mr. Ross holds 177,788 shares (<1%), with no options currently exercisable; lack of disclosed ownership guidelines and permissive hedging policy is a potential alignment concern if hedging is used .
• Governance risk: Dual role (Chairman/CEO) without a lead independent director raises independence concerns; mitigations include independent executive sessions and committee leadership, but investors may prefer stronger lead independent oversight .
• Performance backdrop: Revenue growth through FY 2024 supports stable advisory fee economics; investors should monitor fee accruals (especially capital gains fee accounting) versus cash realizations for payout alignment * .

*Values retrieved from S&P Global.