Michael Mauer

About Michael C. Mauer

Michael C. Mauer (born 1961) is Chairman of the Board at Investcorp Credit Management BDC, Inc. (ICMB), serving as a director since 2013 and nominated for a new three-year term expiring in 2028. He is classified as an “interested” director (not independent) under the 1940 Act due to his roles with the Company and the Adviser; he served as ICMB’s CEO through May 2024 and is Vice Chairman of Private Credit at Investcorp since May 2024. He holds a B.S. from the University of Scranton and an MBA from Columbia University; he began his career at Price Waterhouse as a CPA and has held senior leveraged finance and credit leadership roles at JPMorgan, Citigroup (Global Co-Head of Leveraged Finance and FICC Distribution), Icahn Capital, and Cyrus Capital Partners .

Past Roles

External Roles

Board Governance

• Board structure: 5 directors across three staggered classes; Mauer is Chairman; the Board has no lead independent director, with mitigation via independent-only committees and regular executive sessions of independent directors .
• Independence: The Board determined all directors are independent except Messrs. Mauer and Shaikh, who are “interested persons” due to their roles with the Company and the Adviser .
• Meetings and attendance: Board met 4 times during the six-month fiscal period ended Dec 31, 2024; each director attended at least 75% of Board/committee meetings and all directors attended the 2024 Annual Meeting. For the prior fiscal year ended June 30, 2024, the Board met 6 times .
• Committees (comprised solely of independent directors):
  • Audit Committee: Chair Lee Shaiman; members Julie Persily and Thomas Sullivan; met 3 times during the six-month period ended Dec 31, 2024 .
  • Compensation Committee: Chair Julie Persily; members Lee Shaiman and Thomas Sullivan; did not meet during the six-month period ended Dec 31, 2024 .
  • Nominating & Corporate Governance Committee: Chair Thomas Sullivan; members Julie Persily and Lee Shaiman .
  • Valuation Committee: Composed of independent directors; chair receives additional fee (see compensation structure) .
• Election status: Mauer nominated for re-election for a three-year term expiring at the 2028 Annual Meeting; plurality voting standard .

Fixed Compensation

“No compensation is paid to directors who are ‘interested persons’ for their service as directors.” This policy applies to Mr. Mauer as an interested director .

• Reference structure for independent directors (for context): annual fee $75,000; Board meeting fee $2,500 per regular/special meeting (in-person/telephonic); committee meeting fee $1,000 per meeting; Audit Chair $7,500; Valuation/Nominating/Compensation Chairs $2,500 each .

Performance Compensation

• Executive compensation context: ICMB has no employees; executives are paid by the Adviser; no executive compensation report required; Mauer may receive compensation/profit distributions from the Adviser due to his ownership/financial interest .

Other Directorships & Interlocks

• Compensation Committee interlocks: Company discloses none; all Compensation Committee members are independent and not current/past employees .

Expertise & Qualifications

• Financial and credit expertise: Decades in leveraged finance, underwriting, and loan syndication; senior roles at JPMorgan, Citigroup (Global Co-Head of Leveraged Finance and FICC Distribution), Icahn Capital, Cyrus Capital .
• Governance and investment oversight: Longstanding member of the Adviser’s investment committee; Chairman role provides bridge between management and Board for strategy and risk oversight .
• Education and credential: B.S. (University of Scranton), MBA (Columbia University), CPA (Price Waterhouse) .

Equity Ownership

Related Party Transactions and Conflicts

• Advisory Agreement: The Adviser (in which Mauer holds an approximate 17% interest per 2024 proxy) earns a base management fee and incentive fee; fee structure may incentivize risk and Adviser personnel assist with valuations—potential conflicts mitigated by Board oversight and policies .
• Administration Agreement: Adviser provides administrative services with cost reimbursement; uses affiliated Investcorp services under a services agreement .
• Co-investment/affiliated transactions: Subject to 1940 Act restrictions and exemptive order; any co-investment requires approval by a “required majority” of independent directors with fairness and alignment findings .
• License: Non-exclusive, royalty-free license to use “Investcorp” name from the Adviser .

Governance Assessment

• Strengths

  • Independent-only committees with designated financial expert on Audit; regular executive sessions; active Audit oversight (three meetings in the six-month period) .
  • Board/committee attendance at or above 75% and full attendance at Annual Meeting supports engagement .
  • Clear disclosure that interested directors receive no director compensation from ICMB reduces direct pay conflicts at the Board level .
  • Co-investment oversight and Section 16(a) compliance indicate controls and disclosure discipline .

• Risks and RED FLAGS

  • Chairman is an “interested” director with ongoing operating role at Investcorp; the Board lacks a lead independent director—heightens reliance on committee independence and executive sessions for counterbalance .
  • Adviser fee structure and involvement in valuation present inherent conflicts; Mauer’s direct ownership/financial interest in the Adviser (approx. 17% per 2024 proxy) increases perceived conflict, though mitigated by governance processes and independent director approvals .
  • Hedging transactions are not categorically prohibited (only discouraged with pre-clearance); absence of an explicit anti-pledging prohibition in the cited section is a potential alignment concern relative to stricter peer policies .

• Net view for investors: Mauer brings deep leveraged finance and credit expertise and long institutional memory; however, his “interested” status, advisory ownership interest, and the absence of a lead independent director warrant continued monitoring of independent committee functioning, valuation oversight, and co-investment approvals to safeguard minority shareholder interests .