Suhail Shaikh
About Suhail Shaikh
Suhail A. Shaikh is President (since Feb 2023), Chief Executive Officer (since May 13, 2024), and a Director of Investcorp Credit Management BDC, Inc. (ICMB); he also serves as Chief Investment Officer of CM Investment Partners LLC (the external Adviser) and sits on ICMB’s Board as an “interested” (non‑independent) director . Year of birth: 1968; age 56 as of May 2024 (per CEO appointment 8‑K) . Background includes leadership of U.S. private credit at Alcentra, CEO/Co‑President and director roles at Alcentra Capital Corp., senior investor at Solar Capital Partners, and 15+ years in leveraged finance at Bank of America Merrill Lynch, CIBC World Markets, and JPMorgan & Co., with an MBA from Wharton and AB in Computer Science & Economics from Middlebury College . ICMB is externally managed and does not compensate its executives directly; Mr. Shaikh’s pay is through the Adviser, with the proxy disclosing no company‑paid salary/bonus/equity or option grants to executives, and no say‑on‑pay items .
Performance metrics (TSR, revenue/EBITDA growth) were not disclosed at the executive level in the proxy materials; ICMB’s filings emphasize governance, advisory fee structure, and board oversight rather than executive P4P linkages .
Past Roles
| Organization | Role | Years | Strategic impact / scope |
|---|---|---|---|
| Investcorp/CM Investment Partners LLC | Chief Investment Officer; previously Co‑CIO | 2024–present; 2023–2024 | Leads private credit investment strategy and ICMB Adviser’s investment committee participation . |
| Investcorp Credit Management BDC, Inc. | President; CEO; Director | 2023–present; May 2024–present; since 2023 | Transitioned to CEO role as part of leadership change; responsible for BDC strategy and execution . |
| Alcentra Group / Alcentra NY, LLC | Head of U.S. Private Credit; Vice Chair of Global Private Credit IC; Board member (manager) | 2019–2022; (committee/board roles contemporaneous) | Led U.S. private credit platform; governance roles at external manager . |
| Alcentra Capital Corporation (public BDC) | CEO & Director; Co‑President | 2019–2020; 2018–2019 | Oversight of listed BDC; executive leadership transition . |
| Solar Capital Partners LLC | Senior Investment Professional | 2011–2018 | Direct lending/private credit investing . |
| Bank of America Merrill Lynch; CIBC World Markets; JPMorgan & Co.; Bankers Trust | Leveraged finance / sponsor coverage; Investment analyst | 1990s–2010s | Leveraged finance origination and sponsor coverage, foundational experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Middlebury College | College Board of Advisors | Since July 2025 | Non‑profit/academic advisory role . |
| Alcentra NY, LLC (external manager) | Board member (manager) | Prior to Investcorp tenure | Governance role at external manager to Alcentra funds . |
| Alcentra Capital Corporation (public BDC) | Director | 2019–2020 | Concurrent with CEO role . |
Fixed Compensation
ICMB is externally managed; the company does not pay its executives (including the CEO) any base salary, bonus, equity, or options. Interested directors (including the CEO) also receive no director fees.
| Component | 2024 (FY end Jun 30) | 2H 2024 (transition period) | Notes |
|---|---|---|---|
| Base salary (ICMB) | $0 | $0 | “Currently, none of our executive officers are compensated by us.” |
| Target/actual bonus (ICMB) | N/A | N/A | No company‑paid bonuses to executives . |
| Director cash fees (interested director) | $0 | $0 | “No compensation is paid to directors who are ‘interested persons’ for their service as directors.” . |
Performance Compensation
No company‑paid performance incentives to the CEO are disclosed; compensation is paid by the external Adviser. ICMB did not grant options, RSUs/PSUs, or similar awards to executives in the period disclosed.
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable — executives are not compensated by ICMB; no awards granted in the period | — | — | — | — | — |
Disclosures: “We did not grant awards of stock options, stock appreciation rights or similar option‑like instruments during the fiscal year ended December 31, 2024.” .
Equity Ownership & Alignment
| Metric | As of Sep 20, 2024 | As of Oct 15, 2025 |
|---|---|---|
| Beneficial shares (CEO) | Dollar range: “None” (no dollar value ownership reported) | 7,000 shares |
| Shares outstanding | 14,403,752 | 14,419,762 |
| Ownership % (approx.) | ~0% (per “None” dollar range) | ~0.05% (7,000 / 14,419,762) |
| Options held (exercisable/unexercisable) | Not disclosed; execs not awarded options by ICMB | Not disclosed; execs not awarded options by ICMB |
| Pledging/hedging | Company policy strongly discourages hedging; requires pre‑clearance. Pledging not expressly addressed in cited sections . | |
| Insider trading policy | Covered Persons must pre‑clear hedging/monetization; compliance overseen by CCO . |
Notes: Executives are compensated by the Adviser (not ICMB), so stock‑based alignment at ICMB is limited to personal share ownership; no ICMB equity awards or vesting schedules are disclosed .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement with ICMB | None disclosed; executives are Adviser employees; ICMB reimburses a portion of CFO/CCO costs via the Administration Agreement . |
| Severance / change‑of‑control (ICMB) | None disclosed at the executive level; no company‑paid severance/CoC economics reported . |
| Clawbacks / tax gross‑ups | Not disclosed for executives at ICMB; no company‑paid awards to which clawbacks would apply . |
| Non‑compete / non‑solicit / garden leave | Not disclosed at ICMB level . |
Board Governance (service, committees, independence)
- Role and tenure: Director since 2023; term through 2027; interested (non‑independent) director .
- Board leadership: Non‑independent Chairman (Michael Mauer); no Lead Independent Director; committees (Audit, Compensation, Nominating & Governance, Valuation) are composed solely of independent directors .
- Committee service: Mr. Shaikh does not serve on any board committees (only independent directors serve) .
- Attendance: For FY23/24, each director attended at least 75% of meetings; in the six‑month period ended Dec 31, 2024, same threshold met by all directors .
- Director compensation: Interested directors (incl. Mr. Shaikh) receive no director cash retainers or fees from ICMB .
Compensation Structure Analysis (governance levers)
- External management model: Executives (including the CEO) are paid by the Adviser, not by ICMB; the Board discloses the Advisory Agreement pays a base management fee and incentive fee to the Adviser, which “may create an incentive for the Adviser to invest in certain types of speculative securities” because the incentive fee can be paid on income not yet received in cash .
- No ICMB equity awards: ICMB reported no executive stock option or similar grants in the disclosed period; thus, no vesting‑related selling pressure from company awards .
- Independence offsets: While the Chair is non‑independent and there is no Lead Independent Director, all standing committees are fully independent, and independent directors meet in executive session; the CCO meets separately with independents .
- Hedging: Hedging/monetization transactions are strongly discouraged and require pre‑clearance; policy does not expressly prohibit hedging .
Related Party & Conflicts (BDC‑specific)
- Advisory Agreement: Adviser ownership interests and fee structure disclosed; Mr. Mauer holds ~17% interest in the Adviser; Mr. Shaikh has a financial interest in and may receive compensation from the Adviser .
- Administration Agreement: ICMB reimburses the Adviser for allocable overhead and certain personnel (e.g., CFO/CCO) costs .
- Co‑investment exemptive relief: SEC exemptive order permits co‑investments with affiliated funds subject to independent director “required majority” approval and fairness findings .
Performance & Track Record
- Leadership transition: On May 13, 2024, Board accepted CEO Mauer’s resignation as CEO; appointed Suhail A. Shaikh as CEO effective immediately; Mauer remains non‑independent Chairman .
- Strategy commentary: Upon appointment, Mr. Shaikh emphasized middle‑market private credit positioning and favorable environment for alternative lenders (press release) .
- Stock/TSR under tenure: Not disclosed in proxy/8‑K materials reviewed; no executive‑level TSR reporting .
Compensation Committee & Governance Mechanics
- Composition: Compensation Committee fully independent; chaired by Julie Persily; authority to retain independent consultants .
- Activity: Committee met once in FY24; did not meet during the six‑month period ended Dec 31, 2024; no executive compensation report required due to external management model .
Equity Ownership Detail (multi‑period)
| Metric | Sep 20, 2024 | Oct 15, 2025 |
|---|---|---|
| Suhail A. Shaikh beneficial ownership | Dollar range: “None” | 7,000 shares |
| Shares outstanding | 14,403,752 | 14,419,762 |
| Approx. ownership % | ~0% | ~0.05% (7,000 / 14,419,762) |
Risk Indicators & Red Flags
- Alignment risk: Limited direct ICMB equity ownership (~0.05%) and absence of ICMB‑issued equity awards reduces direct P4P alignment at the company level .
- Governance structure: Non‑independent Chair and no Lead Independent Director may elevate governance risk; mitigations include fully independent committees and executive sessions .
- Advisory fee incentives: Incentive fee design (including fees on non‑cash income) can encourage risk‑taking; Board relies on independent oversight and valuation processes, including independent valuation firm and committee review .
- Hedging policy: Hedging allowed with pre‑clearance (discouraged), not an outright prohibition—potential alignment concern if utilized .
Investment Implications
- Pay‑for‑performance linkage: At the public company level, there is no disclosed salary/bonus/equity for the CEO; investor alignment hinges on (i) personal stock ownership (currently modest at ~0.05% of outstanding) and (ii) the Adviser’s internal compensation framework, which is not disclosed in ICMB’s proxy .
- Selling pressure: No ICMB‑granted RSUs/options or vesting schedules reduce mechanical selling pressure; any insider selling would stem from personal holdings (7,000 shares) rather than award vestings .
- Retention risk: Retention dynamics depend on the Adviser’s economics and incentives rather than ICMB employment terms; no ICMB severance/CoC protections or constraints are disclosed .
- Governance watch‑items: Monitor board independence balance (non‑independent Chair; no Lead Independent) and the Advisory Agreement incentive fee impact on risk selection and NAV stability; independent committee oversight and co‑investment protocols partially mitigate .
- Incremental alignment signals to watch: Open‑market purchases by the CEO, any explicit pledging prohibitions, changes to insider trading/hedging policies, or future disclosures of Adviser‑level performance pay metrics (if provided in supplemental investor materials) .
Note: Form 4 insider transaction details and Adviser‑level compensation metrics are not disclosed in ICMB’s proxy/8‑K materials reviewed; conclusions above rely on ICMB’s DEF 14A and 8‑K governance and ownership disclosures .