Lee Shaiman
About Lee Shaiman
Independent director of Investcorp Credit Management BDC, Inc. (ICMB), born 1956, serving since May 7, 2020; current term expires in 2026. He chairs the Audit Committee and is designated an SEC “audit committee financial expert,” reflecting deep credit, accounting, and regulatory expertise developed as Executive Director of the Loan Syndications & Trading Association (LSTA, 2018–May 2024), CIO/PM at ArrowMark (2015–2017), and MD/Senior PM and Debt Funds IC chair at Blackstone Credit (GSO). He holds a B.S. in Economics from Rutgers and an M.S. in Accounting & Taxation from The Wharton School, University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loan Syndications and Trading Association (LSTA) | Executive Director | Jan 2018 – May 2024 | Led the industry association for leveraged loans; retired May 2024 |
| ArrowMark Colorado Holdings, LLC | Chief Investment Officer & Portfolio Manager (liquid credit) | 2015 – 2017 | Led team investing in senior secured loans, primarily in CLOs |
| Blackstone Credit (formerly GSO Capital Partners) | Managing Director & Senior Portfolio Manager; Chair, Debt Funds Investment Committee | (Prior to 2015; dates not specified) | Managed/structured/raised funds focused on senior secured loans; chaired debt funds investment committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Credit Suisse Asset Management Income Fund, Inc. | Director | Since 2024 | Part of Credit Suisse U.S. mutual fund complex |
| Credit Suisse High Yield Bond Fund | Director | Since 2024 | Part of Credit Suisse U.S. mutual fund complex |
| Credit Suisse Commodity Strategy Funds | Director | Since 2024 | Part of Credit Suisse U.S. mutual fund complex |
| Credit Suisse Opportunity Funds | Director | Since 2024 | Part of Credit Suisse U.S. mutual fund complex |
| Credit Suisse Trust | Director | Since 2024 | Part of Credit Suisse U.S. mutual fund complex |
Board Governance
- Independence: The Board determined he is independent under NASDAQ rules and the 1940 Act; only Messrs. Mauer and Shaikh are “interested persons” .
- Roles: Audit Committee Chair and “audit committee financial expert”; member of Compensation, Nominating & Corporate Governance, and Valuation Committees .
- Meetings/attendance: Board met 4 times in the six-month fiscal period ended Dec 31, 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet regularly in executive session .
- Lead independent director: None (Board acknowledges potential conflicts, citing governance offsets) .
| Committee | Role | Meetings (six months ended 12/31/2024) |
|---|---|---|
| Audit | Chair | 3 |
| Compensation | Member | 0 |
| Nominating & Corporate Governance | Member | 1 |
| Valuation | Member | 2 |
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual fee (independent directors) | $75,000 | |
| Per Board meeting (regular/special telephonic) | $2,500 per meeting | |
| Per committee meeting (in-person/telephonic) | $1,000 per meeting | |
| Audit Committee Chair retainer | $7,500 annually | |
| Other committee chair retainers | $2,500 annually (Valuation; Nominating & Corporate Governance; Compensation) | |
| Aggregate cash comp received (six months ended 12/31/2024) | $32,125 (Shaiman) | |
| Notes | Company changed fiscal year end to Dec 31; reported amounts reflect July 1–Dec 31, 2024 |
Performance Compensation
| Metric | Disclosure |
|---|---|
| Director equity grants (RSUs/PSUs/DSUs) | Proxy discloses only cash retainers/meeting/chair fees for independent directors; no director equity awards described for the period |
| Stock option grants (FY 2024) | Company reports no grants of stock options, SARs, or similar option-like instruments during FY 2024 |
| Performance metrics tied to director pay | None disclosed for directors (compensation described as fixed fees) |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Notes |
|---|---|---|
| Credit Suisse U.S. mutual fund complex (various funds) | External directorships | No interlocks with ICMB management disclosed; service is at unaffiliated registered funds |
| Compensation Committee interlocks | None | Committee members are independent; no relationships requiring Item 404 disclosure; no cross-board officer interlocks disclosed |
Expertise & Qualifications
- Capital markets and leveraged credit specialist; senior roles at Blackstone Credit (GSO) and ArrowMark; led LSTA (industry policy/market standards) .
- Accounting/regulatory credentials support his “audit committee financial expert” designation .
- Education: B.S. Economics (Rutgers), M.S. Accounting & Taxation (Wharton) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Dollar Range (as of 10/15/2025) |
|---|---|---|---|
| Lee Shaiman | 1,000 | <1% (based on 14,419,762 shares outstanding) | $1–$10,000 (based on $2.92 closing price) |
| Citations | |||
| Shares/dollar range table and shares outstanding basis |
Additional alignment policies:
- Hedging: Strongly discouraged; any hedging/monetization (e.g., collars/forwards) requires pre-clearance with CCO at least two weeks in advance .
- Stock ownership guidelines: Proxy references compliance with “stock ownership and trading policies and guidelines” for nominees but does not disclose a numeric ownership requirement for directors .
Governance Assessment
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Strengths
- Independent director; Audit Committee Chair and “audit committee financial expert,” enhancing financial oversight .
- Broad, relevant credit markets and accounting background; leadership at LSTA and major credit platforms aligns with BDC oversight needs .
- Active participation structure: independent-only committees (Audit, Compensation, Nominating & Corporate Governance, Valuation) and regular executive sessions of independent directors .
- Defined Audit Committee pre-approval policy; 100% auditor services pre-approved; robust audit oversight disclosures .
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Potential concerns / RED FLAGS to monitor
- No Lead Independent Director while a non-independent director serves as Board Chair; the Board cites offsetting governance practices, but structure can weigh on perceived independence .
- Small personal shareholding (1,000 shares; dollar range $1–$10k), with no disclosed director stock ownership multiple; could be interpreted as modest “skin-in-the-game” alignment for a BDC .
- Adviser-related conflicts are structural for the platform (management/incentive fees, valuation involvement); mitigants include independent director approvals for co-investments under SEC exemptive order and committee oversight, but continued vigilance is warranted .
- Hedging not prohibited (though discouraged and pre-cleared); some investors prefer outright prohibitions for alignment .
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Attendance/engagement signal
- For the six-month stub period ended Dec 31, 2024, each director attended at least 75% of Board and committee meetings; Board met four times; Audit met three times (he chaired), suggesting substantive engagement with financial reporting oversight .
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Director compensation structure
- Pure cash retainers and meeting/chair fees; no performance-linked director equity is disclosed, which limits pay-for-performance alignment at the director level but reduces incentive misalignment risks associated with equity timing .