Edward Tune
About Edward X. Tune
Edward X. Tune, age 55, is an independent director of Fidus Investment Corporation, serving since March 2019; he sits on the Audit Committee and the Nominating and Corporate Governance Committee . He is a Partner at Brown Advisory, and previously spent 14 years at Brown Brothers Harriman in leadership roles including COO and CFO of its wealth management unit, and 8 years as a Vice President and investment advisor at Stein Roe & Farnham . He is nominated for re-election as a Class II director in 2025 and is not an “interested person” under the Investment Company Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown Brothers Harriman (Wealth Management) | Managing Director; COO and CFO of wealth management unit | 14 years | Senior financial and operating leadership across client-facing and leadership roles |
| Stein Roe & Farnham | Vice President and Investment Advisor | 8 years | Institutional/retail investment advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Brown Advisory | Partner | Current | Investment management firm with offices in North America, Europe, and Asia |
No other public company directorships or committee roles are disclosed for Mr. Tune .
Board Governance
- Independence: The Board determined Mr. Tune is independent (not an “interested person”); independent directors are Messrs. Anstiss, Tune and Ms. Corley .
- Committees: Audit Committee member; Nominating & Corporate Governance Committee member .
- Committee Chairs: Audit Committee chaired by Raymond L. Anstiss; Nominating Committee chaired by Kelly McNamara Corley .
- Attendance: In 2024, all directors attended 100% of Board and committee meetings on which they served; all directors attended the 2024 annual meeting .
- Board meetings held: Board (6), Audit (9), Nominating (3) in 2024 .
- Lead Independent Director: None; independent directors meet in executive session regularly (at the conclusion of each regularly scheduled Board meeting), presided over by Mr. Anstiss or another independent director .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash (Director) | $95,000 |
| Standard Independent Director Annual Fee | $60,000 |
| Regular Board Meeting Fee (per meeting) | $5,000 |
| Audit Committee Chair Additional Annual Fee | $10,000 (not applicable to Tune) |
| Nominating Committee Chair Additional Annual Fee | $5,000 (not applicable to Tune) |
| Additional Audit Committee Valuation Meeting Fee | $2,500 per additional meeting |
The Company does not have a separate compensation committee; the Audit Committee carries compensation oversight duties given executives are not directly compensated by the Company .
Performance Compensation
- No equity awards (RSUs/PSUs), options, or performance-based director compensation are disclosed; independent director compensation is cash-based as outlined above .
Other Directorships & Interlocks
| Company/Organization | Role | Potential Interlock/Conflict |
|---|---|---|
| None disclosed | — | No public company boards or related-party ties disclosed for Tune |
Expertise & Qualifications
- Extensive investment analysis, management, and advisory experience cited by the Nominating Committee and Board as rationale for re-nominating Mr. Tune .
- Senior financial oversight and operations background (BBH COO/CFO for wealth management) and investment advisory experience (Stein Roe & Farnham) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Dollar Range of Equity Securities |
|---|---|---|---|
| Edward X. Tune | 6,000 | ~0.017% (6,000 / 34,731,661) | $100,001 – $500,000 (based on $20.47 per share as of Mar 20, 2025) |
- As of March 20, 2025, shares outstanding: 34,731,661 .
- No disclosure of vested vs. unvested shares, options, pledging, or hedging by Tune; the Code of Business Conduct does not expressly prohibit hedging transactions by directors or officers (potential alignment concern) .
Governance Assessment
- Independence and committee roles: Tune is a fully independent director serving on both Audit and Nominating committees—consistent with BDC governance best practices for oversight of valuation, audit, governance, and director nominations .
- Engagement: 100% attendance in 2024 for Board and committees indicates strong engagement; expected attendance at annual meetings aligns with shareholder-facing governance norms .
- Alignment: Director pay is entirely cash-based; no annual equity grants are disclosed, limiting direct equity-based alignment. Tune personally holds 6,000 shares (~0.017% of outstanding), providing some alignment but not material ownership influence .
- Board leadership: No lead independent director, though independent executive sessions and an independent Audit Chair acting as liaison mitigate concentrated leadership risks with an interested Chair/CEO .
- Conflicts: No related-party transactions disclosed involving Tune. The Company’s related-party framework centers on its Investment Advisor; Audit Committee pre-approves related-party transactions and oversees advisory/admin fees—Tune participates as an independent member, supporting conflict oversight .
- Red flags and risk indicators:
- Hedging not expressly prohibited by the Code may undermine alignment for directors if practiced—policy gap to monitor .
- Absence of a lead independent director is a governance structural weakness, partially offset by independent executive sessions and the Audit Chair’s liaison role .
- Lack of director equity grants suggests limited pay-for-performance linkage at the Board level for directors .
- Overall: Tune’s background in investment management and financial operations, combined with strong attendance and independent committee service, supports board effectiveness. Monitoring areas include hedging practices, ownership guideline disclosure, and the structural choice to operate without a lead independent director .
Sources: FDUS 2025 Definitive Proxy Statement (DEF 14A), published March 21, 2025 .