Jeffrey A. Golman

About Jeffrey A. Golman

Jeffrey A. Golman (age 69) is an independent director of Monroe Capital Corporation (MRCC), serving since the IPO in October 2012 and currently a Class II director with a term expiring in 2026. He chairs the Nominating & Corporate Governance Committee and serves on the Audit and Compensation Committees. Golman is a Managing Director (since April 2024) and formerly Vice Chairman (2001–April 2024) at Mesirow Financial; earlier roles include Managing Director at Lazard Frères (1989–1999), Vice President at Salomon Brothers (1981–1988), and prior practice as a corporate and tax lawyer. He holds a B.S. in Accounting from the University of Illinois and a J.D. from Northwestern University and is a member of The Economic Club of Chicago; he formerly served in advisory roles at Northwestern University School of Law .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Golman is independent under Nasdaq rules and the 1940 Act; he has no material business or professional relationship with the Company outside Board service .
• Committee memberships and chair roles:
  • Nominating & Corporate Governance: Chair .
  • Audit: Member; the Board determined all Audit members, including Golman, are “audit committee financial experts” under Item 407 of Regulation S-K .
  • Compensation: Member (committee chaired by Robert S. Rubin) .
• Attendance and engagement: In 2024, the Board held 5 meetings; the Audit Committee 7; Nominating & Corporate Governance and Compensation Committees each held 1. Each incumbent director attended at least 75% of the aggregate Board and committee meetings and all directors at the time attended the 2024 Annual Meeting .
• Board size and leadership: Five-member Board; Chairman is CEO (interested director). No Lead Independent Director; Audit Chair (Allison) acts as liaison among independent directors between meetings .

Committee Assignments Table

Fixed Compensation

• Policy notes: Independent directors receive annual retainer plus $1,000 per meeting; Audit Chair adds $15,000; Nominating & Corporate Governance Chair adds $5,000. Interested directors employed by MC Advisors receive no Board pay .

Performance Compensation

MRCC’s directors (including Golman) are paid in cash retainers/fees; no disclosed performance metrics or equity-based director awards in 2023–2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Capital markets and middle-market investment banking; legal training enhances governance perspective .
• Audit financial expertise designation via Audit Committee’s determination (applies to committee members) .
• Long tenure on MRCC Board since 2012 provides institutional memory and continuity .

Equity Ownership

• No options or warrants currently exercisable within 60 days of the record dates .
• Aggregated insiders: Directors and officers collectively held 813,936 shares (3.8%) as of Apr 7, 2025 .

Potential Conflicts or Related-Party Exposure

• External management: MRCC is advised by Monroe Capital BDC Advisors (MC Advisors). The Board (majority independent) approves the investment advisory agreement and related fees; executive officers are paid by MC Advisors, not MRCC .
• Valuation designee and fee linkage: MC Advisors designated as MRCC’s valuation designee under Rule 2a-5 in 2022; advisory fees are based on portfolio valuations, creating inherent conflicts that are overseen by the Audit Committee per charter .
• Co-investment and allocation conflicts: MC Advisors manages other vehicles with overlapping strategies; MRCC relies on allocation policies and SEC exemptive relief (amended Jan 10, 2023) to manage co-investments; independent directors oversee capital-available determinations .
• Advisory agreement continuity: Post Wendel SE transaction (March 31, 2025), MRCC entered a new Investment Advisory Agreement with identical fee terms to prior agreement (base management fee; income and capital gains incentive fees with total return limitation) .

Say-on-Pay & Shareholder Feedback (Context)

• Shareholder votes: 2025 Annual Meeting elected Allison and Rubin; approved authorization to sell shares below NAV (with/without affiliate shares vote tallies) . 2024 Annual Meeting re-elected Koenig; approved below-NAV issuance authorization .

Governance Assessment

• Strengths:

  • Independent status; long-tenured governance experience; legal and capital markets expertise .
  • Serves as Chair of Nominating & Corporate Governance, central to board effectiveness and refreshment; member of Audit and Compensation Committees .
  • Audit Committee financial expert designation enhances oversight quality .
  • Attendance met ≥75% threshold; board/committees active in 2024; full annual meeting attendance .

• Alignment considerations:

  • Director compensation is cash-only, with no disclosed equity grants or performance metrics; Golman’s beneficial ownership is <1%, which may limit direct economic alignment versus equity-based programs .
  • No public-company interlocks in past five years reduces external conflicts risk .

• RED FLAGS and risks:

  • External manager conflicts: MC Advisors acts as valuation designee; fees tied to valuations; co-investment/allocations across affiliated accounts require rigorous independent oversight .
  • Board leadership: No Lead Independent Director; Chair is an “interested director” (CEO), potentially diluting independent counterbalance; mitigated partially by Audit Chair liaison role .
  • Dilution risk context: Stockholders approved authorization to sell below NAV in 2024 and 2025, a potential shareholder value sensitivity area requiring vigilant board oversight of capital raising .

Overall, Golman’s committee leadership and financial/legal expertise support board effectiveness. Key investor confidence signals will hinge on how independent directors, including Golman, oversee valuation, related-party arrangements with MC Advisors, and capital allocation decisions under below-NAV authority .