Kelly McNamara Corley
About Kelly McNamara Corley
Independent Class I director of Fidus Investment Corporation since July 2022; age 65. Serves as Chair of the Nominating and Corporate Governance Committee and member of the Audit and Compensation Committee (FDUS has no separate compensation committee; Audit Committee carries those duties). Background includes Principal and Co‑Founder of The Red Bee Group; former Chief Legal Officer at Discover Financial Services for 19 years; prior legal/regulatory roles at Morgan Stanley .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Discover Financial Services | Chief Legal Officer | 19 years | Led legal and regulatory affairs; corporate governance leadership |
| Morgan Stanley | Legal and regulatory roles | Not disclosed | Financial services regulatory experience |
External Roles
| Organization | Role | Status |
|---|---|---|
| The Red Bee Group LLC | Principal & Co‑Founder | Current |
| Goldman Sachs Bank USA | Director | Current |
| Rush University Medical Center | Director | Current |
| Squeeze LLC | Director | Current |
Board Governance
- Independence: Affirmed independent under Nasdaq and 1940 Act; independent directors currently include Ms. Corley, Mr. Anstiss, and Mr. Tune .
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit & Compensation (Audit Committee fulfills compensation oversight) .
- Attendance and engagement: 2024—Board held 6 meetings; Audit 9; Nominating 3; all directors attended 100% of Board/committee meetings and the 2024 annual meeting .
- Term and class: Class I director continuing in office until the 2027 Annual Meeting .
- Executive sessions: Independent directors meet in executive session at the conclusion of each regularly scheduled Board meeting; presided over by independent Audit Chair .
- Lead Independent Director: None; Board cites mitigating governance practices and strong independent committee structure .
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash (Ms. Corley) | $95,000 | $98,750 |
| Program elements (independent directors) | Annual retainer: $60,000 ; $5,000 per regularly scheduled Board meeting ; Audit Chair additional $10,000 ; Nominating Chair additional $5,000 ; $2,500 per additional Audit Committee meeting for quarterly valuations | Same program elements (retainer/fees unchanged) |
- No equity grants or option awards reported for directors; interested directors receive no compensation .
Performance Compensation
| Metric | Disclosure |
|---|---|
| Performance‑based bonuses or equity for directors | None disclosed; director compensation is cash fees per program elements |
| Option/RSU/PSU awards | None reported for directors |
| Performance metrics tied to director pay | None disclosed |
Other Directorships & Interlocks
| Company/Entity | Relationship to FDUS | Potential Interlock/Conflict |
|---|---|---|
| Goldman Sachs Bank USA | External bank board | FDUS is a BDC; no related‑party transactions disclosed with GS Bank USA in proxy – |
| Rush University Medical Center | Non‑profit board | No related‑party transactions disclosed – |
| Squeeze LLC | Private company board | No related‑party transactions disclosed – |
| The Red Bee Group LLC | Consulting firm | No related‑party transactions disclosed – |
- FDUS discloses robust related‑party oversight (Audit Committee pre‑approves, conflicts policies, SEC exemptive orders for co‑investments), with no person‑specific related‑party transactions for Ms. Corley identified in the proxy –.
Expertise & Qualifications
- Financial services legal and regulatory leadership; corporate governance expertise; DEI and board advisory experience via Red Bee Group .
- Serves on independent committees; Audit Committee oversees valuation of illiquid investments and compensation oversight responsibilities .
- Independence affirmed; selected for legal/regulatory governance attributes by Nominating Committee and Board .
Equity Ownership
| Metric (Record Date: March 20, 2025) | Value |
|---|---|
| Shares beneficially owned | 0 |
| Percent of shares outstanding | 0.0% (out of 34,731,661) |
| Dollar range of equity securities | None |
| Options/warrants exercisable within 60 days | None outstanding company‑wide; no common stock subject to options within 60 days |
Governance Assessment
- Strengths: Independent director with deep legal/regulatory and governance experience; chairs Nominating Committee; sits on Audit Committee that oversees valuations and compensation policy; perfect 2024 attendance and annual meeting participation—signals engagement and board effectiveness .
- Alignment concerns: Ms. Corley holds no FDUS shares (0, “None” dollar range), and FDUS does not report director equity grants—weak “skin‑in‑the‑game” alignment for independent directors .
- Policy red flags: Company’s Code does not expressly prohibit hedging transactions by directors/executives (e.g., collars/swaps), which can undermine alignment if used; directors are encouraged but not required to attend annual meetings (though all attended in 2024) .
- Structure risks: No Lead Independent Director; Board cites mitigating practices (executive sessions, independent committee chairs), but absence remains a governance risk in some investors’ frameworks .
- Conflicts oversight: Audit Committee pre‑approves related‑party transactions; robust co‑investment conflict procedures and SEC exemptive order framework; no related‑party transactions involving Ms. Corley disclosed –.
Overall signal: High governance competency and engagement offset by limited ownership alignment and permissive hedging stance. Continued monitoring of any banking relationships linked to external directorships (e.g., Goldman Sachs Bank USA) and any changes to ownership/hedging policies is advisable –.