Howard T. Widra
About Howard T. Widra
Howard T. Widra (56) is Executive Chairman and Director of MidCap Financial Investment Corporation (MFIC). He has served on MFIC’s Board since May 2018, was CEO from 2018–2022 and President from 2016–2018; he is not independent under NASDAQ rules due to his affiliation with Apollo Investment Management (AIM) . Widra is Managing Partner of Apollo Capital Management, L.P. and Head of Direct Origination at Apollo Global Management, Inc.; he holds a J.D., cum laude, from Harvard Law School and a B.A. from the University of Michigan . MFIC reported net income of $27.2M in FY2022, $118.8M in FY2023, and $98.8M in FY2024, providing a baseline of profitability during Widra’s executive tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MidCap Financial | Co‑founder; CEO (former) | Pre‑2013–date not specified | Built and led middle-market specialty finance platform; core to MFIC rebranding and origination pipeline . |
| Merrill Lynch Capital Healthcare Finance | Founder & President | Prior to Merrill Lynch tenure (dates not specified) | Established healthcare finance franchise, expanding specialty lending expertise . |
| GE Capital Healthcare Commercial Finance | President | Prior period (dates not specified) | Led healthcare commercial finance; predecessor entities leadership . |
| Heller Healthcare Finance | President | Prior period (dates not specified) | Senior leadership in healthcare finance prior to GE Capital . |
| Healthcare Financial Partners | COO | Prior period (dates not specified) | Operational leadership in healthcare lending . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Apollo Global Management, Inc. (AGM) | Head of Direct Origination | Since 2013 (affiliation with AGM/Apollo affiliates) | Oversees direct origination, aligning capital deployment with MFIC’s externally managed BDC model . |
| Apollo Capital Management, L.P. | Managing Partner | Since 2013 | Senior leadership across Apollo credit platforms; affiliated interests with MFIC’s adviser AIM . |
| MidCap Apollo Institutional Private Lending | Trustee & Chairman | Since 2024 | Governance and strategic oversight in affiliated lending vehicle . |
Fixed Compensation
MFIC does not directly compensate its executive officers; compensation for principals and investment professionals is paid by AIM (MFIC’s investment adviser). Compensation for MFIC’s CFO and CCO is set by the Administrator and reimbursed by MFIC; MFIC does not engage compensation consultants .
| Component | Amount | Notes |
|---|---|---|
| Base salary (MFIC) | None | Executive officers are not directly compensated by MFIC . |
| Target/Actual bonus (MFIC) | None | No MFIC-paid executive bonuses . |
| Director fees (Interested Director – Widra) | None | Interested Directors receive no compensation from MFIC . |
Director fee schedule (for Independent Directors, context on board pay architecture):
| Fee Type | Amount |
|---|---|
| Annual retainer (Independent Director) | $145,000 |
| Lead Independent Director annual fee | $35,000 |
| Audit Committee Chair annual fee | $25,000 |
| Other Committee Chair annual fee | $2,500 |
| Board meeting fee (in-person) | $2,500 per meeting + expenses |
| Committee meeting fee (in-person) | $1,000 per meeting + expenses |
| Telephonic Board/Committee meeting fee | $1,500 per meeting |
| Co‑Investment Committee fee | $1,500 per meeting |
Performance Compensation
MFIC does not grant options and does not time equity awards; MFIC does not directly compensate its executive officers, so there are no MFIC‑paid RSUs/PSUs or performance plan metrics disclosed for executives .
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Options | N/A | N/A | N/A | N/A | N/A | MFIC does not grant options . |
| RSUs/PSUs (MFIC) | N/A | N/A | N/A | N/A | N/A | No MFIC‑paid executive equity awards disclosed . |
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Ownership Detail |
|---|---|---|---|
| Howard T. Widra | 399,690 | <1% | 298,024 held directly; 101,666 held indirectly by spouse . |
| Shares outstanding (Record Date) | 93,303,622 | — | Record Date for 2025 Annual Meeting . |
| Directors & Executive Officers (group) | — | <1% | Group ownership <1% . |
Affiliated ownership context:
| Beneficial Owner | Shares | % Outstanding |
|---|---|---|
| Apollo Principal Holdings III LP | 2,283,255 | 2.45% |
| MFIC Holdings, LP | 1,932,641 | 2.07% |
Policies:
- Insider Trading Policy and Code of Ethics are adopted and filed with the 10‑K; personal trading permitted under policy controls .
Employment Terms
- MFIC is an externally managed business development company; AIM and affiliates oversee day‑to‑day management and risk, with the Board’s role being oversight .
- Executive officers are not directly compensated by MFIC; CFO/CCO compensation is set by the Administrator and reimbursed by MFIC; no compensation consultants engaged .
- AIM/Apollo affiliations: certain Executive Officers and the Chairman have ownership and financial interests in AIM; MFIC maintains an advisory agreement with AIM and a license to use the “Apollo” and “MidCap Financial” names, with Board monitoring of potential conflicts including office space and overhead reimbursements .
- Co‑investment oversight: a Co‑Investment Committee of Independent Directors reviews co‑investment transactions under an SEC exemptive order .
Board Governance
- Role and independence: Widra is Executive Chairman and an “interested” Director; the Board has a majority of Independent Directors. Committees (Audit, Nominating & Corporate Governance, Compensation) are limited to Independent Directors; Lead Independent Director is Elliot Stein, Jr. .
- Meetings: FY2024 included five Board meetings; Audit Committee (4), Nominating & Corporate Governance (4), Compensation Committee (1); all Directors attended the 2024 annual meeting .
- Committee leadership: Audit Chair – Barbara Matas; Nominating & Corporate Governance Chair – Elliot Stein, Jr.; Compensation Committee comprises Independent Directors .
Director Compensation
| Director | Aggregate Compensation from MFIC (FY2024) | Notes |
|---|---|---|
| Howard T. Widra (Interested) | None | Interested Directors receive no compensation from MFIC . |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income – (IS) ($USD) | $27,178,000 | $118,760,000 | $98,819,000 |
Compensation Committee Analysis
- Composition: Independent Directors only; determines or recommends compensation for any MFIC‑paid executive officers (none paid directly), assists on compensation matters .
- Consultants: None engaged; executive compensation is paid by AIM; CFO/CCO reimbursement approved per policy .
- Pay‑for‑performance at MFIC level: Not applicable given MFIC’s externally managed structure and lack of MFIC‑paid executive compensation .
Risk Indicators & Red Flags
- Affiliation conflicts: Executive/Director affiliations with AIM/Apollo and shared service arrangements (office space, overhead reimbursement) present potential conflicts; Board and policies oversee allocation and co‑investment fairness .
- Governance mitigants: Majority independent board, independent‑only committees, Lead Independent Director structure .
- Section 16 compliance: FY2024 late filings noted for other executives (Powell, McNulty) due to administrative oversight; no late filing disclosure for Widra .
Expertise & Qualifications
- Education: J.D., cum laude (Harvard Law School); B.A. (University of Michigan) .
- Industry experience: Decades in specialty finance and healthcare lending; co‑founder of MidCap Financial; senior roles at Merrill Lynch Capital, GE Capital, Heller, and Healthcare Financial Partners .
- Board qualifications: Executive leadership across Apollo credit and direct origination; trustee/chair roles in affiliated lending entities .
Work History & Career Trajectory
- MFIC: Director since May 2018; CEO (2018–2022); President (2016–2018); Executive Chairman currently .
- Apollo: Managing Partner and Head of Direct Origination since 2013 .
- Pre‑Apollo: Built and led multiple healthcare finance businesses (Merrill Lynch Capital Healthcare Finance; GE Capital Healthcare Commercial Finance; Heller; Healthcare Financial Partners) .
Equity, Vesting, and Selling Pressure Assessment
- MFIC does not grant options and does not disclose MFIC‑paid RSUs/PSUs for executives; therefore, there is no MFIC‑driven vesting calendar or option‑exercise overhang creating near‑term selling pressure for Widra at the issuer level .
- Alignment via ownership: Widra beneficially owns 399,690 shares (<1% of outstanding), including a direct and spouse‑held component; Apollo affiliates also hold small stakes (2.45% and 2.07%) .
Board Service History and Dual-Role Implications
- Board service: Class I Director since May 2018; currently Executive Chairman .
- Committees: Not on Audit, Nominating & Corporate Governance, or Compensation (Independent‑only membership) .
- Dual‑role implications: While Executive Chairman status and AIM affiliation create independence considerations, governance mitigants include a majority independent board, independent‑only committees, and a Lead Independent Director who chairs executive sessions .
Investment Implications
- Alignment and selling pressure: Lack of MFIC‑paid equity awards and no options reduces mechanical selling pressure; ownership is modest (<1%), so alignment relies more on governance and affiliate oversight than issuer‑level equity incentives .
- Retention and role centrality: Widra’s long-standing leadership across Apollo’s direct origination and MidCap Financial suggests high retention probability within the Apollo ecosystem; MFIC is externally managed, with AIM/Apollo driving day‑to‑day operations .
- Governance and conflicts: Executive Chairman and AIM affiliation necessitate vigilant oversight; mitigants are robust (independent committees; Lead Independent Director; co‑investment committee under SEC order), but investors should monitor related‑party arrangements and allocation practices .
- Performance context: Profitable operations over FY2022–FY2024 provide continuity; investors should track portfolio credit quality and net income sustainability given external management and co‑investment dynamics .