Carmencita N. M. Whonder
About Carmencita N. M. Whonder
Carmencita N. M. Whonder is 48 and has served as a Class III director of MidCap Financial Investment Corporation (MFIC) since August 2022. She is a Policy Director at Brownstein Hyatt Farber Schreck, LLP, with a public policy background in financial services and housing; her education includes a B.A. from Howard University, a diploma from Universidad Pontificia de Salamanca, and a Masters in International Public Policy from Johns Hopkins SAIS . She is classified as an “interested” director due to affiliations with MFIC’s adviser and its affiliates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brownstein Hyatt Farber Schreck, LLP | Policy Director | Joined Nov 2008 (current) | Advises clients on financial services/housing policy before Congress and executive agencies |
| U.S. Senate Subcommittee on Housing, Transportation, and Community Development | Staff Director | Prior to Nov 2008 | Principal advisor on Senate Banking, Housing and Urban Affairs Committee to Senator Charles E. Schumer |
| U.S. Senate Subcommittee on Economic Policy | Minority Staff Director | Mar 2004 – Dec 2006 | Economic policy leadership |
| Gates Millennium Scholars Program/UNCF | Leadership Education Counselor | Jan 2001 – Jul 2003 | Education program counselor |
| Whonder Apparel Group, LLC / OF WHONDER | Founder & CEO | Founded Feb 2013 (current) | Size-inclusive luxury womenswear brand |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Apollo Commercial Real Estate Finance, Inc. (NYSE: ARI) | Director | Since 2021 | Apollo-affiliated; interlock with MFIC’s Apollo affiliations |
| Population Council | Trustee | 2021 – Present | Non-profit board |
| Brooklyn Community Foundation | Board Member | 2022 – Present | Non-profit board |
| DC Jazz Festival | Board Member | 2010 – Present | Non-profit board |
| Direct ChassisLink, Inc. | Director | Mar 2020 – 2022 | Prior public/private company board experience |
Board Governance
- Independence: MFIC’s Board has determined that Ms. Whonder is not independent; she is an “interested” director due to affiliations with Apollo Investment Management (AIM) and affiliates .
- Committees: Audit, Compensation, Nominating & Corporate Governance, and Co-Investment Committees are restricted to Independent Directors; Ms. Whonder is not a member of these committees .
- Board activity: In FY2024, the Board held five meetings; Audit (4), Nominating (4), Compensation (1). All directors attended the 2024 annual meeting virtually .
- Leadership: Executive Chairman is Howard T. Widra; Lead Independent Director is Elliot Stein, Jr. .
| Committee | Membership Status | Chair |
|---|---|---|
| Audit Committee | Not a member (Independent Directors only) | Barbara Matas |
| Nominating & Corporate Governance Committee | Not a member (Independent Directors only) | Elliot Stein, Jr. |
| Compensation Committee | Not a member (Independent Directors only) | Independent Directors |
| Co-Investment Committee | Not a member (Independent Directors only) | Independent Directors |
Fixed Compensation
| Component | 2024 Value |
|---|---|
| Aggregate Compensation from MFIC | None |
| Pension/Retirement Benefits | None |
Context: Independent Directors receive cash retainers and meeting fees (e.g., $145,000 annual fee; Audit Chair +$25,000; Lead Independent Director +$35,000; per-meeting fees), but Interested Directors (including Ms. Whonder) receive no compensation from MFIC .
Performance Compensation
| Component | Details |
|---|---|
| Stock awards (RSUs/PSUs) | None disclosed for directors |
| Option awards | Company does not grant options |
| Performance metrics/targets | Not applicable (no director equity awards disclosed) |
| Clawback/COC/severance | Not disclosed for directors |
Other Directorships & Interlocks
| External Board | Apollo Affiliation | Conflict/Interlock Note |
|---|---|---|
| ARI (Apollo Commercial Real Estate Finance, Inc.) | Yes | Interlock with Apollo ecosystem; MFIC notes directors affiliated with AIM are “interested” |
Expertise & Qualifications
- Public policy expertise in financial services and housing; prior senior Senate roles including advisor to Senator Schumer .
- Recognitions: MiSK Global Forum Delegate; Milken Institute Young Leader; Aspen Institute Socrates Scholar; CFR Term Member; member of CFR Independent Taskforce on U.S. Trade and Investment Policy .
- Education: B.A. (Howard); diploma (Universidad Pontificia de Salamanca); Masters in International Public Policy (Johns Hopkins SAIS) .
Equity Ownership
| Holder | Shares Beneficially Owned | Dollar Range | % of Shares Outstanding |
|---|---|---|---|
| Carmencita N. M. Whonder | 0 | None | * (<1%) |
| Shares Outstanding (Record Date 4/21/2025) | 93,303,622 | — | — |
Shareholder Voting Signal (2025 Election)
| Proposal | For | Withheld | Broker Non-Vote |
|---|---|---|---|
| Elect Carmencita N. M. Whonder (Class III, term to 2028) | 37,768,849 | 3,492,828 | 30,687,495 |
Governance Assessment
- Independence and conflicts: Ms. Whonder is an “interested” director due to Apollo affiliations, and concurrently serves on ARI’s board—an interlock that can raise perceived conflicts given MFIC’s advisory/administration ties to Apollo entities. These relationships are disclosed under “Certain Relationships and Transactions,” including shared licenses, office arrangements, and allocation procedures the Board must monitor .
- Committee effectiveness: She is excluded from key oversight committees (Audit, Nominating, Compensation, Co-Investment), which mitigates direct influence over financial reporting, board composition, executive pay, and co-investments—appropriate given non-independence .
- Ownership alignment: Beneficial ownership is zero and dollar range “None,” indicating limited personal “skin-in-the-game” alignment; MFIC does not disclose director stock ownership guidelines for interested directors .
- Engagement signal: 2025 shareholder support for her re-election was strong (91.5% of votes cast for her vs. 8.5% withheld; excluding broker non-votes), suggesting current investor tolerance for Apollo-affiliated governance structure at MFIC .
- RED FLAGS:
- Interested director classification and Apollo ecosystem interlock (ARI) .
- Zero MFIC share ownership (“None”) .
- Related-party context with AIM/AIA (licenses, office space, expense allocations), requiring continued oversight .
Where not disclosed:
- Director-specific attendance rate and any director equity awards are not reported in MFIC’s proxy; the Company notes all directors attended the 2024 annual meeting virtually .
- Say-on-pay voting and compensation peer group details are not presented in the filings reviewed.