Shelby Sherard
About Shelby Sherard
Shelby E. Sherard (age 54) serves as Chief Financial Officer, Chief Compliance Officer, and Corporate Secretary of Fidus Investment Corporation; she joined as CFO and Secretary on June 2, 2014 and became Chief Compliance Officer on August 11, 2014 . She is a CPA with a BA from Northwestern University, an MBA from the Wharton School (University of Pennsylvania), and an MS in Tax from the University of Illinois . FDUS is externally managed and discloses that executive officers do not receive any direct compensation from the Company; compensation is paid by the external Investment Advisor, with the Company reimbursing allocable administrative expenses (i.e., there is no Company-level executive compensation program to evaluate for pay-for-performance) . Performance metrics such as TSR, revenue growth, or EBITDA growth tied to her compensation are not disclosed at the Company level for executive officers .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Prologis, Inc. | Chief Financial Officer, Americas; later oversaw U.S. tax | — | Senior finance leadership at a leading industrial REIT; oversight of U.S. tax function . |
| Chicago Union Station Development Company, LLC | Finance Director | — | Finance leadership at a real estate development company . |
| Grubb & Ellis Company | EVP & Chief Financial Officer | 2005–2006 | Public real estate services company finance leadership . |
| SiteStuff, Inc. | Chief Financial Officer & SVP | 2002–2005 | Procurement solutions provider; senior finance leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships or public company board roles disclosed in the proxy . |
Fixed Compensation
- Structure: FDUS has no employees; executive officers (including the CFO/CCO) are employees/affiliates of the external Investment Advisor. They receive no direct compensation from the Company; FDUS reimburses the Advisor for an allocable portion of costs (including certain officer compensation) under the administration agreement .
- Company-paid fees to Advisor (context): In 2024, FDUS paid approximately $37.1 million in management/incentive fees ($18.6 million base management fee net of waiver; $18.5 million income incentive fee) and recorded $0.7 million capital gains fee accrual reversal; allocable administrative expenses incurred by the Advisor were about $2.6 million .
| Component | Disclosed for Shelby Sherard (Company-level) |
|---|---|
| Base salary | Not disclosed; no direct Company compensation . |
| Target bonus % | Not disclosed; no direct Company compensation . |
| Actual bonus paid | Not disclosed; no direct Company compensation . |
| Perquisites | Not disclosed . |
Performance Compensation
- No Company-level RSU/PSU/option awards or performance plan metrics are disclosed for executive officers; FDUS states executive officers do not receive direct compensation from the Company .
| Incentive type | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| RSUs/PSUs/Options (Company-issued) | — | — | — | — | — | Not applicable; no Company-level executive equity awards disclosed . |
Equity Ownership & Alignment
- Beneficial ownership: Ms. Sherard beneficially owns 31,660 shares; percentage of class is less than 1.0% . FDUS had 34,731,661 shares outstanding as of March 20, 2025 .
- Options: FDUS reports there is no common stock subject to options or warrants currently exercisable or exercisable within 60 days of March 20, 2025 .
- Hedging/Pledging: The Code of Business Conduct does not expressly prohibit hedging transactions by directors, executive officers, or affiliate employees; no specific disclosure on pledging or ownership guidelines for executives is provided .
| Ownership metric | 2024 | 2025 |
|---|---|---|
| Shares beneficially owned | 31,660 | 31,660 |
| % of shares outstanding | <1.0% (31,426,149 shares outstanding) | <1.0% (34,731,661 shares outstanding) |
| Dollar range (proxy category) | Over $100,000 (based on $19.04/share) | $500,001–$1,000,000 (based on $20.47/share) |
| Options exercisable within 60 days | None disclosed | None disclosed |
Additional alignment notes:
- Stock ownership guidelines for executives: Not disclosed .
- Hedging: Not expressly prohibited (potential alignment risk) .
- Pledging: No specific disclosure identified .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start date | CFO & Secretary since June 2, 2014; CCO since August 11, 2014 . |
| Employment agreement with Company | Not disclosed; executives are compensated by the external Investment Advisor, not the Company . |
| Severance provisions | Not disclosed . |
| Change-of-control economics | Not disclosed . |
| Clawback policy | Not disclosed; general Code of Business Conduct and insider trading policies are referenced . |
| Non-compete / Non-solicit | Not disclosed . |
| 10b5-1 plans | Not disclosed in proxy/8-Ks reviewed . |
Investment Implications
- Pay-for-performance assessment is constrained by FDUS’s externally managed structure: executive officers receive no direct compensation from the Company, so traditional Company-level base/bonus/equity alignment and performance metrics (TSR, revenue/EBITDA goals) are not disclosed at the executive level . This limits visibility into individual incentive alignment and reduces the usefulness of Company say‑on‑pay as a signal (no say‑on‑pay results disclosed) .
- Ownership and alignment: Ms. Sherard’s ownership (31,660 shares; <1%) provides some alignment, but the absence of Company-issued executive equity and the lack of an express anti-hedging prohibition may dilute long-term alignment signals versus internally managed peers .
- Retention risk appears moderate: Long tenure since 2014 across CFO/CCO/Secretary roles suggests continuity, but severance/change‑in‑control protections are not disclosed at the Company level given the external management model, making retention dynamics largely dependent on the Investment Advisor rather than FDUS .
- Governance/related party exposure: As typical for BDCs, the Advisor fee structure (base plus income/capital gains incentive fee) can create conflicts; fees totaled ~$37.1 million in 2024 and the Company reimbursed ~$2.6 million of administrative expenses, including an allocable portion of certain officer costs . Investors should monitor Advisor incentives and board oversight in lieu of executive-level pay program levers .
Key gaps to monitor: Any future disclosure of executive-specific ownership guidelines, hedging/pledging restrictions, or employment/severance terms; insider Form 4 activity for pattern changes; and any Item 5.02 8‑Ks modifying officer roles or compensation arrangements .
Citations:
- Biography, roles, education, tenure:
- Executive compensation structure (no direct Company pay), Advisor/admin fees:
- Beneficial ownership and outstanding shares:
- Hedging policy (not expressly prohibited):
- 8-K officer signature/context: