Emanuel Pearlman
About Emanuel Pearlman
Emanuel Pearlman (65) is an Independent Director of MidCap Financial Investment Corporation (MFIC), serving since March 2023 (Class I; term expiring 2026). He is Founder, Chairman, and CEO of Liberation Investment Group; he holds an MBA from Harvard Business School and an A.B. from Duke University. The Board has determined he is independent under NASDAQ rules and that he qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Empire Resorts, Inc. (NASDAQ: NYNY) | Executive Chair and Director | 2010–2019 | — |
| CEVA Logistics AG (SIX: CEVA) | Director | 2018–2019 | — |
| ClubCorp Holdings, Inc. (NASDAQ: MYCC) | Director | 2017 | — |
| Dune Energy, Inc. (NASDAQ: DUNE) | Director | 2012–2013 | — |
| Multimedia Games, Inc. (NASDAQ: MGAM) | Director | 2006–2010 | — |
| Network-1 Security Solutions, Inc. | Director | 2000–2002 | — |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Network-1 Technologies, Inc. (NYSE American: NTIP) | Director | Since Jan 2012 | Audit Committee Chair; Nominating & Governance member |
| Diebold Nixdorf, Inc. (NYSE: DBD) | Director | Feb 2023–Apr 2025 | People & Compensation; Finance Committees |
| QualTek Services, Inc. (NASDAQ: QTEK; now private) | Director; Chairman (post go-private) | Mar 2023; Chairman since Jul 2023 | Member of Special Committee reviewing strategic alternatives |
| Atlas Crest Investment Corp. (NYSE: ACIC) | Director | Oct 2020–Sep 2021 | Audit Chair; member Compensation; Nominating & Governance |
| Atlas Crest Investment Corp. II (ACII) | Director | Feb 2021–Jun 2022 | Audit Chair; member Compensation; Nominating & Governance |
| Redbox Entertainment, Inc. (NASDAQ: RBOX) | Director | Mar 2022–Apr 2022 | Chair, Strategic Review Committee |
Board Governance
- Committee assignments (MFIC): Audit; Nominating & Corporate Governance; Compensation; and Co-Investment (comprised of all Independent Directors) .
- Chair roles: Audit Committee Chair – Barbara Matas; Nominating & Corporate Governance Chair – Elliot Stein Jr.; Lead Independent Director – Elliot Stein Jr. .
- Expertise: The Board determined Pearlman qualifies as an “audit committee financial expert” under Item 401 of Regulation S‑K .
- Independence: The Board determined Pearlman is independent under NASDAQ Marketplace Rule 5605(a)(2) .
- Attendance/engagement: In 2024, MFIC held 5 Board meetings, 4 Audit, 4 Nominating & Governance, and 1 Compensation Committee meeting; all Directors attended the 2024 annual meeting virtually .
| 2024 Meetings Held | Count |
|---|---|
| Board | 5 |
| Audit Committee | 4 |
| Nominating & Corporate Governance Committee | 4 |
| Compensation Committee | 1 |
| Director attendance at 2024 annual meeting | All Directors attended virtually |
Fixed Compensation
| Component (Independent Directors) | MFIC Policy / Amount |
|---|---|
| Annual fee (cash) | $145,000 per Independent Director |
| Board meeting fee | $2,500 per meeting + expense reimbursement |
| Committee meeting fee | $1,000 per meeting + expense reimbursement |
| Telephonic meeting fee | $1,500 per telephonic Board or Committee meeting |
| Lead Independent Director retainer | $35,000 (not Pearlman) |
| Audit Committee Chair retainer | $25,000 (not Pearlman) |
| Other Committee Chair retainer | $2,500 |
| Co-Investment Committee fee | $1,500 per meeting |
| D&O insurance | Provided by the Company |
| Pension/retirement benefits | None |
| Director Compensation – FY2024 | Amount |
|---|---|
| Emanuel Pearlman – Aggregate compensation from MFIC | $164,500 |
| Pension/retirement benefits | None |
Performance Compensation
| Element | Status / Terms |
|---|---|
| Equity grants to Directors | Not disclosed; Director compensation section details only cash fees |
| Stock options | Company states it does not grant options; no option timing policies applicable |
| Performance metrics tied to Director pay | Not disclosed; no performance-based Director compensation discussed |
Other Directorships & Interlocks
| Company | Type | Potential Interlocks / Notes |
|---|---|---|
| Network-1 Technologies (NTIP) | Public | Audit Chair; governance focus (no MFIC counterparty link disclosed) |
| Diebold Nixdorf (DBD) | Public | People & Compensation; Finance (service ended Apr 2025) |
| QualTek Services (QTEK → private) | Public → Private | Chairman post go‑private; telecom infrastructure services (no MFIC link disclosed) |
| Atlas Crest SPACs (ACIC, ACII) | Public | Audit Chair roles (no MFIC link disclosed) |
| Redbox Entertainment | Public | Chaired strategic review committee (short tenure) |
The proxy’s “Certain Relationships and Transactions” section details structural affiliate arrangements with Apollo-related entities (adviser, administrator, licenses, shared services) but does not identify any related‑party transactions involving Mr. Pearlman personally.
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert” by the Board .
- Capital markets and restructuring: Founder/CEO of Liberation Investment Group; experience devising capital structures, IPO negotiations, M&A, and restructurings .
- Governance: Audit chair and committee experience across multiple public companies .
- Education: MBA (Harvard Business School); A.B. (Duke University) .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned (Pearlman) | 2,800 |
| Percent of class | “*” (represents less than 1%) |
| Dollar range of holdings | $10,001 – $50,000 |
| Shares outstanding (Record Date) | 93,303,622 |
| Pledged shares | No pledge footnote indicated for Pearlman in beneficial ownership table |
Governance Assessment
- Board effectiveness and independence: Pearlman is one of four Independent Directors (majority independent Board), serves on all key committees, and is designated an audit committee financial expert—supportive of robust oversight in an externally managed BDC structure.
- Workload and engagement: He held/holds several board roles (e.g., Network‑1; previously Diebold, QualTek, SPACs), bringing transaction and restructuring acumen; all Directors attended the 2024 annual meeting, and the Board/committees met regularly in 2024. Monitor for potential overboarding risk, but current proxy shows no attendance concerns.
- Alignment: Director pay is cash‑based; no equity plan disclosed for Directors, and Pearlman’s ownership is modest (2,800 shares; <$50k dollar range; <1% of shares outstanding), which may limit direct economic alignment versus equity‑heavy models.
- Conflicts and related‑party exposure: The proxy outlines structural relationships with Apollo affiliates (adviser, administrator, trademarks, shared services), creating inherent conflicts the Board must monitor; no Pearlman‑specific related‑party transactions are disclosed. The Independent Director‑only Co‑Investment Committee and committee structures are intended mitigants.
- Compensation governance: Compensation Committee comprises only Independent Directors, but MFIC executives are not paid directly by the Company (typical for externally managed BDCs); the Company does not use compensation consultants and does not grant options—reducing incentive‑timing risks.
RED FLAGS / Monitoring items:
- Structural conflicts from Apollo affiliate arrangements (adviser/administrator/licensing/overhead sharing) require ongoing independent oversight.
- Modest Director equity ownership (by dollar range and share count) may limit “skin‑in‑the‑game” alignment; consider investor engagement on Director shareholding expectations.