R. Rudolph Reinfrank
About R. Rudolph Reinfrank
Independent Class II Director at MidCap Financial Investment Corporation (MFIC); age 69; director since June 2013. Current credentials include “audit committee financial expert” designation and service across core governance committees comprised solely of independent directors. Background: Managing General Partner of Riverford Partners, LLC since 2009; co‑founder and Managing General Partner of Rader Reinfrank & Co. since 1997. Beneficially owns 8,333 MFIC shares; disclosed dollar range $50,001–$100,000; less than 1% of shares outstanding as of the April 21, 2025 record date .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Riverford Partners, LLC | Managing General Partner | Since Oct 2009 | Strategic advisory and investment leadership |
| Rader Reinfrank & Co. | Co‑founder, Managing General Partner | Since 1997 | Investor/board/advisor to growth and transition companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mount Logan Capital | Board Member | Current | Canada-based asset manager |
| Perception Capital II | Director | Current | SPAC board |
| Perception Capital III | Director | Current | SPAC board |
| Perception Capital IV | Director | Current | SPAC board |
| MidCap Apollo Institutional Private Lending | Trustee | Since Mar 2024 | Affiliate BDC/vehicle |
Board Governance
- Independence: Board determined Reinfrank is independent under NASDAQ rules; only Hannan, Widra, and Whonder are “interested” directors .
- Committee Memberships: Audit Committee (Independent Directors, Matas Chair; Reinfrank designated “audit committee financial expert”); Nominating & Corporate Governance Committee (Independent Directors, Stein Chair); Compensation Committee (Independent Directors); Co‑Investment Committee (all Independent Directors) .
- Board Structure: 7 directors; 4 are independent; Stein serves as Lead Independent Director (chairs executive sessions of Independent Directors and liaises with management) .
- Meeting Cadence and Attendance: FY2024 held 5 Board meetings, 4 Audit, 4 Nominating & Governance, 1 Compensation meeting; all directors attended the 2024 annual meeting virtually .
- Oversight Focus: Board oversees externally managed BDC risks (investment, valuation, credit, compliance, operations) via regular reports from management/adviser/administrator and independent valuation presentations; Independent Directors meet in executive sessions .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual Independent Director fee | $145,000 | Cash retainer |
| Board meeting fee | $2,500 per meeting | Plus reimbursement of reasonable out‑of‑pocket expenses |
| Committee meeting fee | $1,000 per meeting | Plus reimbursement of reasonable out‑of‑pocket expenses |
| Telephonic Board/Committee meeting fee | $1,500 per meeting | Applies to telephonic meetings |
| Lead Independent Director fee | $35,000 | Applies to Stein (LID) |
| Audit Committee Chair fee | $25,000 | Applies to Matas |
| Other Committee Chair fee | $2,500 | Per chair role |
| Co‑Investment Committee meeting fee | $1,500 per meeting | Independent Directors serving on Co‑Investment Committee |
| Payee | Aggregate Compensation from MFIC (FY2024) | Aggregate Compensation from MFIC + MAIPL (FY2024) |
|---|---|---|
| R. Rudolph Reinfrank | $164,500 | $287,563 |
Performance Compensation
- MFIC discloses: “The Company does not grant options,” and executive compensation is not paid directly by MFIC; no director performance‑linked compensation program or equity award policy is described for directors in the proxy .
- No equity, option, PSU/RSU grants or performance metric‑linked director pay is disclosed in FY2024; compensation shown for directors is entirely fee‑based per schedule above .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Affiliate interlocks | Reinfrank serves as Trustee of MidCap Apollo Institutional Private Lending; MFIC directors populate core committees solely with independent directors to mitigate affiliate conflicts . |
| Broader network | Board roles at Perception Capital SPACs and Mount Logan Capital add market/transaction experience; monitor potential co‑investment and information‑flow considerations via Co‑Investment Committee under SEC exemptive order (Jan 14, 2025) . |
Expertise & Qualifications
- Designated “audit committee financial expert”; brings strategic advisory, investment, and board governance experience; serves across audit/nomination/compensation/co‑investment committees .
- Professional profile grounded in private equity/strategic advisory and capital markets through Riverford Partners and Rader Reinfrank & Co. .
Equity Ownership
| Metric | As of Record Date |
|---|---|
| Shares beneficially owned | 8,333 |
| Dollar range of shares | $50,001–$100,000 |
| Percent of class | Less than 1% (based on 93,303,622 shares outstanding) |
| Record date | April 21, 2025 |
| Stock ownership guidelines | Not disclosed in proxy |
| Pledging/hedging | Not disclosed in proxy; MFIC has insider trading policy on file |
Governance Assessment
- Strengths: Independent status; multi‑committee engagement; “audit committee financial expert” designation; Board processes emphasize independent oversight of valuation, audit, and co‑investment under SEC order; full attendance at 2024 annual meeting .
- Alignment: Holds 8,333 shares with disclosed dollar range; director compensation is cash‑based with meeting/committee fees; no disclosed director equity program reduces equity‑based alignment but avoids dilution/award design risks .
- Conflicts and Controls: MFIC is externally managed with multiple Apollo‑affiliated arrangements (advisory, administration, trademarks, office space); Independent Directors exclusively populate key committees, and Co‑Investment Committee reviews transactions pursuant to SEC exemptive order to mitigate conflicts .
- Attendance/Engagement: Board/committee meeting cadence disclosed; all directors attended 2024 annual meeting; individual director meeting attendance rates not disclosed .
- RED FLAGS: None specifically attributed to Reinfrank in FY2024; Section 16 compliance issues noted for two executives only (late Form 4 filings due to administrative oversight), with no late filings disclosed for Reinfrank .
Related Party and Affiliate Context
- Advisory and administration arrangements with AIM/AIA; royalty‑free license agreements and trademark license; Independent Directors monitor conflicts and allocations; Reinfrank’s role across independent committees supports oversight .
Insider Filings Snapshot (FY2024)
| Individual | Late Section 16 Filings | Notes |
|---|---|---|
| R. Rudolph Reinfrank | None disclosed | Company reports timely filings for directors except specified executives |
| Tanner Powell (CEO) | Yes (nine late transactions) | Administrative oversight |
| Ted McNulty (President/CIO) | Yes (four late transactions) | Administrative oversight |