Thomas Sullivan
About Thomas Sullivan
Thomas Sullivan (born 1962) is an independent director of Investcorp Credit Management BDC, Inc. (“ICMB”), serving since September 15, 2019, and chairing the Nominating and Corporate Governance Committee since November 2019; his current term expires in 2027 . He brings portfolio-management and structured-finance expertise from roles at Standard General L.P., Smallwood Partners, and Investcorp International, Inc., and holds a B.S. in Accountancy from Villanova University . ICMB’s Board has determined he is independent under NASDAQ and Investment Company Act standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Standard General L.P. (SG Special Situations Fund L.P.) | Partner (portfolio management) | Jun 2016 – Oct 2024 | Portfolio management responsibilities |
| Smallwood Partners, LLC | Managing Partner | 2009 – 2015 | Financial advisory services |
| Investcorp International, Inc. | Managing Director | 1996 – 2008 | Global middle-market PE firm |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SMTA Liquidating Trust | Trustee | Since 2020 | Chair, Compensation Committee; member, Audit and Related Party Transactions Committees |
| NewHold Investment Corp. III | Chairman; Chair, Nominating Committee | Since Feb 2025 | Nominating leadership |
| Spirit Realty Capital, Inc. | Director; Chair, Compensation Committee | 2021 – Feb 2024 | Compensation oversight |
| Totes Isotoner Corporation (private) | Chairman | 2020 – Jun 2024 | Chair, Compensation Committee |
| NewHold Investment Corp. | Chairman; Chair, Nominating Committee | Jul 2020 – Jul 2021 | Nominating leadership |
| NewHold Investment Corp. II | Chairman; Chair, Nominating Committee | Sep 2021 – Apr 2023 | Nominating leadership |
| Media General Inc. | Director | Nov 2013 – Feb 2017 | Member, Audit, Finance, Budget Advisory Committees |
| American Apparel Inc. | Director | Aug 2014 – Mar 2016 | Lead Director, Suitability Committee; Chair, Nominating & Governance Committee |
Board Governance
| Committee | Membership | Chair Role |
|---|---|---|
| Audit | Member | — |
| Compensation | Member | — |
| Nominating & Corporate Governance | Member | Chair |
| Valuation | Member | — |
- Board meetings: 6 in FY 2024; each director attended at least 75% of Board and committee meetings and attended the 2023 annual meeting . In the six-month transition period ended Dec 31, 2024, the Board met 4 times; each director attended at least 75% and attended the 2024 annual meeting .
- Committee meeting counts: FY 2024—Audit (5), Compensation (1), Nominating (1), Valuation (4) ; Six-month period ended Dec 31, 2024—Audit (3), Compensation (0), Nominating (1), Valuation (2) .
- Independence: ICMB cites Sullivan as independent; only Mauer and Shaikh are “interested” directors .
- Lead independent director: The Board does not have one; independent directors hold regular executive sessions without management .
Fixed Compensation
| Metric | FY 2024 | Six Months Ended Dec 31, 2024 |
|---|---|---|
| Aggregate Cash Compensation ($) | $101,162 | $30,904 |
| Director Cash Compensation Structure | Value |
|---|---|
| Annual independent director retainer | $75,000 |
| Per Board meeting fee | $2,500 |
| Per Committee meeting fee | $1,000 |
| Committee Chair annual fees | Audit $7,500; Valuation $2,500; Nominating & Corporate Governance $2,500; Compensation $2,500 |
Performance Compensation
| Performance-linked components for directors | Disclosure |
|---|---|
| Equity awards (RSUs/PSUs), options, TSR/EBITDA/ESG metrics | None disclosed for independent directors; compensation presented as cash-only |
| Option-like grants | Company disclosed no grants of options/SARs for FY ended Dec 31, 2024 (broader disclosure) |
No director performance metrics, vesting schedules, clawbacks, or equity award performance conditions are disclosed for independent directors in the proxies .
Other Directorships & Interlocks
| Potential Interlock/Conflict Vector | Observation |
|---|---|
| Prior affiliation with Investcorp | Former MD at Investcorp International, Inc. (1996–2008); independence under 1940 Act focuses on relationships within last two years; Board determined Sullivan independent |
| External boards overlapping with ICMB counterparties | No specific related-party transactions disclosed involving Sullivan; company’s related-party and co-investment controls require independent director “required majority” approval |
Expertise & Qualifications
- Financial services and capital-markets background; structured financing and portfolio management experience spanning PE and public-company boards .
- Governance leadership: Chair of Nominating & Corporate Governance at ICMB; prior chair roles (Compensation/Nominating) across multiple boards .
- Education: B.S. in Accountancy, Villanova University .
Equity Ownership
| Metric | As of Sep 20, 2024 | As of Oct 15, 2025 |
|---|---|---|
| Shares beneficially owned | 10,000 | 10,000 |
| Ownership as % of outstanding | <1% (outstanding: 14,403,752) | <1% (outstanding: 14,419,762) |
| Dollar range of beneficial ownership | $10,001–$50,000 | $10,001–$50,000 |
| Pledged shares | Not disclosed; no pledging disclosed in proxies | |
| Section 16(a) compliance | All required filings timely in FY 2024 |
Governance Assessment
- Strengths: Independent status; chairs Nominating & Corporate Governance and serves on Audit, Compensation, and Valuation committees—broad oversight footprint . Attendance met company threshold (≥75%) across Board/committee meetings; annual meeting attendance consistent . Deep governance and compensation leadership across prior boards (e.g., Spirit Realty compensation chair; NewHold nominating chair) .
- Alignment: Direct share ownership (10,000 shares; $10k–$50k range), albeit a small percentage of outstanding; ICMB does not disclose director equity grants or ownership guidelines for directors .
- RED FLAGS / Watch items:
- No lead independent director at ICMB; governance relies on committee structure and executive sessions .
- Hedging transactions are strongly discouraged but not categorically prohibited; require pre-clearance—investor-alignment risk if used (no such use disclosed) .
- Limited disclosed ownership may signal modest personal alignment relative to BDC best practices where some boards adopt director ownership guidelines (none disclosed here) .
- Advisory/valuation fee structure creates inherent conflicts at the adviser level; mitigated via independent committee oversight and co-investment exemptive order conditions requiring a “required majority” of independent directors .
- Auditor transition (RSM→KPMG in Sep 2024) elevates audit-oversight demands; Sullivan serves on the Audit Committee .
Overall: Sullivan’s broad committee participation and governance chair role, combined with consistent attendance and extensive external governance experience, support board effectiveness. Monitoring areas include the absence of a lead independent director, permissive (pre-cleared) hedging policy, and relatively small disclosed share ownership, alongside structural adviser-related conflicts typical of externally managed BDCs .