Barbara Matas
About Barbara Matas
Barbara Matas (65) is an Independent Director of MidCap Financial Investment Corporation, serving since March 2017 and currently a Class II director with a term expiring in 2027 . She chairs the Audit Committee and is designated an “audit committee financial expert,” and also serves on the Nominating & Corporate Governance, Compensation, and Co‑Investment Committees composed of Independent Directors . Matas was Chairman of Citigroup’s Leveraged Finance business (2013–2016) and Co‑Head (2006–2013), having joined Citicorp in 1985 after starting her career as an auditor at Touche Ross; she holds a B.S. in accounting and quantitative analysis from NYU and an M.B.A. in corporate finance from the University of Michigan . She is a director of Sleep Number (since 2016), a director of BRP Group, Inc. (since February 2020), and a trustee of MidCap Apollo Institutional Private Lending (since March 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup (Leveraged Finance) | Chairman | 2013–2016 | Led leveraged finance business |
| Citigroup (Leveraged Finance) | Co‑Head | 2006–2013 | Senior leadership in high yield/lev fin |
| Citicorp/Salomon Brothers/Citigroup | Various leadership roles in leveraged finance & high yield capital markets | 1985–2006 | Progressively senior roles |
| Touche Ross | Auditor | Early career | Foundation in accounting/audit |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sleep Number | Director | Since 2016 | Public company board service |
| BRP Group, Inc. | Director | Since Feb 2020 | Public company board service |
| MidCap Apollo Institutional Private Lending | Trustee | Since Mar 2024 | Affiliate credit vehicle trustee |
Board Governance
| Governance Item | Detail |
|---|---|
| Independence status | Independent Director under NASDAQ rules; Board determined she is independent (with non‑independent exceptions noted) |
| Committee assignments | Audit (Chair), Nominating & Corporate Governance (Member), Compensation (Member), Co‑Investment (Member) |
| Audit Committee financial expert | Yes (designated by Board) |
| Board/committee activity (2024) | 5 Board meetings; 4 Audit; 4 Nominating & Corporate Governance; 1 Compensation |
| Annual meeting attendance | All directors attended the 2024 annual meeting (virtually) |
| Board structure | 7 directors; majority independent; lead Independent Director is Elliot Stein, Jr. |
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual independent director fee | $145,000 | Cash retainer |
| Board meeting fee | $2,500 per in‑person meeting | Plus reasonable out‑of‑pocket expenses |
| Committee meeting fee | $1,000 per in‑person meeting | Plus reasonable out‑of‑pocket expenses |
| Telephonic meeting fee (Board or committee) | $1,500 per telephonic meeting | Applies to telephonic sessions |
| Lead Independent Director retainer | $35,000 (if applicable) | Not applicable to Matas |
| Audit Committee Chair retainer | $25,000 | Applicable to Matas as Audit Chair |
| Other committee chair retainer | $2,500 per other chair role | Not applicable to Matas |
| Co‑Investment Committee meeting fee | $1,500 per meeting | For Independent Directors serving on Co‑Investment Committee |
| 2024 cash paid by MFIC to Matas | $189,500 | Aggregate compensation from MFIC in FY2024 |
| 2024 cash across MFIC + MAIPL | $314,548 | Aggregate compensation across both entities |
Performance Compensation
| Performance-linked Element | Status/Detail |
|---|---|
| Stock options | Company states it does not grant options |
| Equity awards (RSUs/PSUs) | Not disclosed for independent directors; compensation described as cash retainers/fees |
| Performance metrics (revenue, EBITDA, TSR, ESG) | Not applicable to director pay; no performance metrics disclosed for directors |
| Clawback provisions tied to pay | Not disclosed for directors in the proxy |
MFIC does not grant options and independent director pay is structured as cash retainers and meeting/committee fees; no performance-based metrics are tied to director compensation .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Note |
|---|---|---|
| Sleep Number | Director | No MFIC‑specific related‑party transaction disclosed related to Matas |
| BRP Group, Inc. | Director | No MFIC‑specific related‑party transaction disclosed related to Matas |
| MidCap Apollo Institutional Private Lending | Trustee | Affiliate entity; independent directors (including Matas) serve, with compensation disclosed separately |
MFIC discloses related‑party arrangements with Apollo affiliates (investment adviser, administrator, licenses, office space, and allocations), which are overseen by the Board and relevant committees; these disclosures are general to the company and not specific to Matas .
Expertise & Qualifications
- Senior leveraged finance expertise from decades at Citicorp/Salomon/Citigroup, including as Chairman/Co‑Head of Citigroup Leveraged Finance .
- Accounting and audit grounding (Touche Ross) and formal designation as “audit committee financial expert” .
- Public company board experience across consumer and financial services (Sleep Number; BRP Group) and credit fund governance (MAIPL) .
- Academic credentials: B.S. in accounting and quantitative analysis (NYU); M.B.A. in corporate finance (University of Michigan) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of record date) | 7,000 |
| Ownership as % of shares outstanding | <1% (based on 93,303,622 shares outstanding) |
| Dollar range of ownership | $50,001 – $100,000 |
Governance Assessment
- Strengths: Independent status; Audit Committee Chair with “financial expert” designation; active committee engagement across Audit, Nominating & Governance, Compensation, and Co‑Investment; full Board maintained active schedule (5 Board / 9 committee meetings total) with directors attending the annual meeting, supporting oversight effectiveness .
- Alignment: Direct ownership of 7,000 shares (dollar range $50k–$100k) provides some alignment; MFIC director pay is primarily cash fees with disclosed structure and transparency .
- Conflicts/Controls: Company’s principal conflicts stem from Apollo‑affiliated advisory/administration arrangements; oversight is structured via a majority‑independent Board, an independent Co‑Investment Committee, and Audit Committee leadership by Matas, mitigating perceived conflicts in an externally‑managed BDC model .
- Red flags: No director‑specific related‑party transactions or attendance issues disclosed for Matas; MFIC states no option grants and uses standardized cash fee schedules for directors; no hedging/pledging or say‑on‑pay issues were disclosed with respect to directors in the proxy .