Raymond Anstiss Jr.
About Raymond L. Anstiss, Jr.
Raymond L. Anstiss, Jr., 58, is an independent director of Fidus Investment Corporation and has served on the Board since September 2011; he is Chair of the Audit Committee and a member of the Nominating and Corporate Governance Committee, and has been designated the Board’s “audit committee financial expert.” He is a Partner and the Boston Market Leader at Grassi Advisory Group, Inc. (following its January 2025 merger with Anstiss & Co.), and previously worked at KPMG Peat Marwick in audit; his background is in accounting and financial oversight. He has been affirmed as independent under the 1940 Act/Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anstiss & Co. | Leadership roles prior to 2025 merger | Joined 1993 | Accounting and advisory leadership |
| KPMG Peat Marwick | Audit Staff | 1988–1992 | Public company audit experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Grassi Advisory Group, Inc. | Partner; Boston Market Leader | Jan 2025–present | Result of merger with Anstiss & Co.; based in Chelmsford, MA |
| Not-for-profit organizations (unspecified) | Director | Not disclosed | Several board roles cited; entities not named |
Board Governance
- Committee assignments: Audit Committee (Chair); Nominating and Corporate Governance Committee (Member). He is designated as the Board’s “audit committee financial expert.”
- Independence: The Board determined he is independent under the 1940 Act and Nasdaq rules.
- Attendance and engagement: In 2024, the Board met 6 times; Audit 9; Nominating 3. All directors attended 100% of Board and committee meetings and attended the 2024 annual meeting.
- Leadership and executive sessions: The company has no lead independent director; Mr. Anstiss serves as liaison between independent directors and management and presides over regular executive sessions of the Board. Independent directors hold executive sessions at the conclusion of each regularly scheduled Board meeting.
| 2024 Meeting Activity | Count | Attendance |
|---|---|---|
| Board meetings | 6 | 100% for all directors |
| Audit Committee meetings | 9 | 100% for all directors |
| Nominating Committee meetings | 3 | 100% for all directors |
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual director retainer (independent) | $60,000 | Cash |
| Regular Board meeting fee | $5,000 per regularly scheduled meeting | Plus reasonable expenses |
| Additional Audit Committee valuation meeting fee | $2,500 per additional Audit meeting | For quarterly valuation reviews |
| Audit Committee Chair fee | $10,000 | Annual cash |
| Nominating Committee Chair fee | $5,000 | Annual cash (not applicable to Anstiss) |
| 2024 Total (Anstiss) | $105,000 | Fees earned/paid in cash |
Performance Compensation
- Directors receive cash retainers and meeting/chair fees; no equity or performance-based awards are disclosed for directors.
| Performance Metric | Applies to Director Pay? | Notes |
|---|---|---|
| Financial/operational targets (e.g., revenue, EBITDA, TSR, ESG) | No | Director compensation is fixed cash; no metrics disclosed |
| Equity awards (RSUs/PSUs/options) | No | No equity compensation disclosed for directors |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public companies) | — | — | The proxy does not disclose other public company directorships for Mr. Anstiss. |
| Not-for-profits (unspecified) | Non-profit | Director | Entities not named; no disclosed interlock with FDUS ecosystem. |
Expertise & Qualifications
- Deep accounting/audit background and financial oversight experience; Board designated audit committee financial expert.
- Skillset aligned with BDC oversight: valuation governance, internal controls, and financial reporting.
- Independence and governance experience via committee leadership (Audit Chair) and Nominating Committee service.
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 25,896 shares |
| Ownership as % of shares outstanding | <1.0% |
| Dollar range of ownership | $500,001 – $1,000,000 (based on $20.47/sh on Mar 20, 2025) |
| Options/derivatives | No common stock subject to options/warrants exercisable within 60 days disclosed |
| Pledged/hedged | The Company’s code does not expressly prohibit director hedging; no pledge disclosures specific to Mr. Anstiss provided |
| Ownership guidelines | Not disclosed for directors |
Governance Assessment
-
Strengths
- Independent, long-tenured Audit Committee Chair with “audit committee financial expert” designation; directly oversees auditor independence, internal controls, fair value processes, and related-party oversight.
- High engagement: 100% meeting attendance in 2024 across Board and committees; presides over independent executive sessions, enhancing oversight of management.
- Meaningful personal share ownership (25,896 shares; $500k–$1m range).
-
Watch items / RED FLAGS
- No lead independent director; governance relies on committee chairs and executive sessions to counterbalance a combined Chair/CEO structure.
- Hedging policy: The Code of Business Conduct does not expressly prohibit director hedging of company stock—a shareholder-alignment concern.
- Director pay is 100% cash (no equity retainer), which can weaken direct pay-for-performance alignment, though offset by personal share ownership.
- Valuation/conflicts environment typical of BDCs (advisor fees based on asset values; advisor assists with valuations) demands strong Audit oversight; the proxy notes use of independent valuation firms and Audit Committee responsibility for fair value—mitigating but not eliminating risk.
-
Related-party exposure
- The proxy does not disclose any Item 404 related-party transactions involving Mr. Anstiss personally; Audit Committee pre-approves related-party transactions.
-
Board refresh context
- One independent director (Charles D. Hyman) resigned effective Oct 29, 2024; current Board is five members with three independent directors (including Anstiss).
Notes and Sources
- Biographical details, committee roles, independence, and “audit committee financial expert” designation:
- Meeting counts and attendance:
- Leadership structure and executive sessions:
- Director fees and 2024 compensation table:
- Beneficial ownership (shares, % of class, dollar range); options statement:
- Hedging policy:
- Related-party policy; valuation oversight and advisor conflicts context: