Elliot Stein, Jr.
About Elliot Stein, Jr.
Elliot Stein, Jr. is 76 and has served on MFIC’s board since March 2004. He is the Lead Independent Director and currently chairs the Nominating and Corporate Governance Committee. Stein holds a BA from Claremont McKenna College and has extensive governance experience across public and private entities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MFIC | Director; Lead Independent Director | Director since Mar 2004 | Chairs Nominating & Corporate Governance; member Audit, Compensation; independent oversight of externally managed BDC |
| Apollo Senior Floating Rate Fund Inc. | Director | 2011–2024 | Closed-end fund board experience; Apollo complex interlock |
| Apollo Tactical Income Fund Inc. | Director | 2013–2024 | Closed-end fund board experience; Apollo complex interlock |
| Acertas LLC | Chairman | Since 2013 | Consulting leadership |
| Senturion Forecasting, LLC | Chairman | Since 2013 | Consulting leadership |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| BellRing Brands, Inc. | Director | 2019 | Public company directorship |
| MidCap Apollo Institutional Private Lending (MAIPL) | Trustee | 2024 | Affiliated vehicle trustee; cross-governance with MFIC |
| Claremont Graduate University | Trustee | N/A | Non-profit governance |
| New School University | Trustee | N/A | Non-profit governance |
| Council on Foreign Relations | Member | N/A | Policy network membership |
Board Governance
- Independence: MFIC’s board determined Stein is independent under NASDAQ rules; he serves as Lead Independent Director, representing independent directors to management and chairing executive sessions .
- Committee assignments:
- Nominating & Corporate Governance: Chair
- Audit: Member (Audit Committee comprises all Independent Directors)
- Compensation: Member (committee comprises all Independent Directors)
- Co-Investment: Member (all Independent Directors; reviews co-investment transactions under SEC exemptive order)
- Board activity and attendance context:
- FY2024 meetings: 5 Board; 4 Audit; 4 Nominating & Governance; 1 Compensation; all Directors attended the 2024 annual meeting virtually .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual fee – Independent Director | $145,000 | Cash retainer |
| Lead Independent Director fee | $35,000 | Additional annual cash fee |
| Board meeting fee | $2,500 per meeting (+ expenses) | In-person |
| Committee meeting fee | $1,000 per meeting (+ expenses) | In-person |
| Telephonic meeting fee (Board/Committee) | $1,500 per meeting | Telephonic sessions |
| Committee Chair fee – Audit | $25,000 | Not applicable to Stein (Audit Chair is Matas) |
| Committee Chair fee – other committees | $2,500 | Applicable to Stein as Nominating & Governance Chair |
| Co-Investment Committee meeting fee | $1,500 per meeting | Independent Directors only |
| Aggregate MFIC compensation (FY2024) | $202,000 | Actual paid to Stein in FY2024 |
No pension or retirement benefits; directors and officers’ liability insurance is purchased by the company .
Performance Compensation
| Category | Details |
|---|---|
| Equity awards (RSUs/PSUs/Options) | None disclosed for directors |
| Performance metrics tied to pay | None disclosed for directors |
| Clawbacks/COC/Severance | Not disclosed for directors in proxy |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| BellRing Brands, Inc. | Public company | Director | Independent consumer nutrition board; limited MFIC overlap |
| Apollo Senior Floating Rate Fund Inc. | Public (closed-end fund) | Director (2011–2024) | Historical Apollo complex interlock; potential perceived affiliation |
| Apollo Tactical Income Fund Inc. | Public (closed-end fund) | Director (2013–2024) | Historical Apollo complex interlock |
| MAIPL | Private/Registered vehicle | Trustee (since 2024) | Affiliated vehicle with MFIC’s ecosystem; trustee role |
Expertise & Qualifications
- Private investor and corporate director/trustee with consulting leadership roles; higher-education trusteeships; CFR membership indicate broad policy and governance exposure .
- MFIC identifies Audit Committee financial experts as Pearlman, Reinfrank, and Matas (not Stein) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Dollar Range | Notes |
|---|---|---|---|---|
| Elliot Stein, Jr. | 12,451 | <1% | Over $100,000 | Includes indirect family trust holdings per dollar range note |
| Shares outstanding (Record Date) | 93,303,622 | — | — | For voting/ownership calculations |
Directors and executive officers as a group own <1% of outstanding shares; dollar range includes indirect family trust holdings where noted .
Shareholder Voting Signal (2025 Election)
| Nominee | For | Withheld | Broker Non-Vote |
|---|---|---|---|
| Elliot Stein, Jr. | 29,268,588 | 11,993,089 | 30,687,495 |
| Carmencita N. M. Whonder | 37,768,849 | 3,492,828 | 30,687,495 |
Stein’s materially higher “withhold” votes relative to Whonder suggest pockets of shareholder concern; monitoring future cycles for trend is warranted .
Governance Assessment
-
Strengths:
- Lead Independent Director role enhances board independence and oversight in an externally-managed BDC structure; chairs independent executive sessions and agenda review .
- Active committee leadership (Nominating & Governance Chair) and participation across Audit, Compensation, and Co-Investment indicates engagement in key governance levers .
- Ownership: “Over $100,000” dollar range and 12,451 shares provide baseline alignment, albeit modest vs. float .
-
Potential conflicts/considerations:
- Apollo ecosystem interlocks (prior directorships on Apollo closed-end funds; trustee of MAIPL) may create perceived affiliation risks, though MFIC classifies Stein as independent under NASDAQ and 1940 Act considerations .
- Externally managed structure (AIM/AIA) introduces inherent conflicts (advisory, administration, trademarks, office arrangements), placing emphasis on independent director oversight and the Co-Investment Committee’s process .
- Compensation mix is predominantly cash fees with no disclosed equity or performance linkage; this may limit long-term alignment compared to equity-based director programs, though cash structures are common in BDCs .
-
RED FLAGS:
- Elevated withhold votes in 2025 compared to fellow nominee (11.99M withheld vs. 3.49M) could signal investor scrutiny of tenure, interlocks, or alignment; track future vote trends and engagement disclosures .
- No disclosed director stock ownership guidelines or hedging/pledging prohibitions specific to directors (only Code of Ethics and Insider Trading Policy referenced), limiting visibility into alignment frameworks .
-
Additional context:
- Board met regularly (5 board; 9 total committee meetings) and all directors attended the 2024 annual meeting virtually, supporting baseline engagement .
- MFIC reports no pension/retirement benefits and does not directly compensate executive officers; Compensation Committee oversight is limited accordingly; no external compensation consultants disclosed in recent proxies .