Kristan Gregory
About Kristan Gregory
Kristan Gregory, age 43, is Chief Compliance Officer of Monroe Capital Corporation (MRCC) and has served in this role since September 2022; she holds a B.S. in Legal Studies, summa cum laude, from Suffolk University . Her background spans senior compliance leadership at Arena Investors (global compliance), HPS Investment Partners (non-U.S. compliance), Bain Capital (non-U.S. compliance), and Putnam Investments (Investment Company Act compliance) . MRCC’s recent operating context includes Q3 2025 Net Investment Income (NII) of $1.8 million ($0.08 per share), Adjusted NII of $1.9 million ($0.09 per share), NAV of $173.0 million ($7.99 per share), and a quarterly dividend of $0.25 per share, with management highlighting an expected merger with Horizon Technology Finance (HRZN) in Q1 2026; these factors frame compliance oversight importance amid portfolio valuation changes and elevated dividend support via spillover income . The company’s filings note Ms. Gregory filed one late Form 3 at appointment reflecting no ownership at that time; the 2025 proxy shows no beneficial ownership currently disclosed for her .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arena Investors, LP | Chief Compliance Officer | 2019–2021 | Led global compliance program |
| HPS Investment Partners | Senior Vice President | 2016–2019 | Responsible for non‑U.S. compliance program |
| Bain Capital | Director | 2010–2016 | Responsible for non‑U.S. compliance program |
| Putnam Investments | Senior Legal Product Specialist | 2004–2010 | Focused on Investment Company Act compliance |
External Roles
No external board or public company directorships are disclosed for Ms. Gregory in MRCC’s proxy filings .
Fixed Compensation
MRCC is externally managed; executive officers (including Ms. Gregory) do not receive direct compensation from MRCC and are employees of affiliates of MC Advisors. MRCC reimburses MC Management for allocable administrative costs and pays MC Advisors base and incentive fees under the advisory agreement .
| Component | Kristan Gregory (MRCC) | Source/Notes |
|---|---|---|
| Base Salary | Not disclosed (executives paid by MC Advisors) | Executive officers receive no direct compensation from MRCC; paid by affiliates of MC Advisors |
| Target Bonus % | Not disclosed | Same as above |
| Actual Bonus Paid | Not disclosed | Same as above |
Company-level advisor payments (2024):
| Metric (Company-level) | Amount | Notes |
|---|---|---|
| Base Management Fee | ~$8.1 million | Paid to MC Advisors for 2024 |
| Incentive Fees (Ordinary Income) | ~$2.4 million | Limited by ~$2.9 million Total Return Limitation |
| Capital Gains Incentive Fee Accrued | $0 | For 2024 |
| Administration Expense Reimbursement | ~$1.0 million | Reimbursed to MC Management (MRCC) in 2024 |
Performance Compensation
Advisor incentive mechanics (drivers of at-risk pay at the manager level):
| Component | Metric/Basis | Hurdle/Limit | Rate | Measurement Period | Payout Basis |
|---|---|---|---|---|---|
| Ordinary Income Incentive Fee | Pre‑incentive fee NII | 2% quarterly (8% annualized) hurdle; “catch‑up” feature | 20% | Quarterly | Paid quarterly in arrears; subject to Total Return Limitation |
| Total Return Limitation | Cumulative net increase in net assets from operations (current + prior 11 quarters) vs. cumulative incentive fees | Incentive fee limited to excess of 20% of cumulative net increase over cumulative fees for preceding 11 quarters | n/a | Rolling 12 quarters | Caps ordinary income incentive fee |
| Capital Gains Incentive Fee | Realized capital gains (net of realized losses and unrealized depreciation) | n/a | 20% | Annual (from inception cumulative) | Determined and payable in arrears each fiscal year |
Notes:
- The Investment Advisory Agreement renewed post the Wendel transaction; fee structure and services remained unchanged from the prior agreement .
- Advisor designation as valuation designee under Rule 2a‑5 may present conflicts; disclosed in proxy .
Equity Ownership & Alignment
| Metric | Status | As-of |
|---|---|---|
| Beneficial ownership (shares) | None disclosed for Ms. Gregory | Record date April 7, 2025 |
| Ownership % of shares outstanding | None disclosed | Record date April 7, 2025 |
| Options/warrants exercisable within 60 days | None for MRCC common stock | April 7, 2025 table indicates none currently exercisable for the company |
| Section 16 compliance note | Filed one late Form 3 at appointment reflecting no ownership | Year ended December 31, 2024 |
| Hedging/derivatives policy | Clearance required from CCO before options/futures/short selling of MRCC stock | Code of Ethics / Joint Code of Ethics |
| Clawback policy | Nasdaq‑compliant clawback for incentive‑based comp over prior 3 fiscal years upon restatement | Applies to current/former executive officers; adopted by Board |
Employment Terms
| Term/Clause | Detail |
|---|---|
| Employment start date | Served as MRCC Chief Compliance Officer since September 2022 |
| Contract term length / expiration | Not disclosed in MRCC filings |
| Severance provisions | Not disclosed in MRCC filings |
| Change‑of‑control treatment | Not disclosed for executives; MRCC advisory contract continued post Wendel transaction with same fee terms |
| Ownership pledging | Not disclosed for Ms. Gregory; Code requires clearance for derivative transactions |
| Non‑compete / Non‑solicit | Not disclosed |
| Garden leave / Consulting post‑termination | Not disclosed |
| Clawback coverage | Board‑adopted clawback policy applies to executive officers; recovers incentive‑based comp post restatement |
Performance & Track Record (Company context during tenure)
| Metric | June 30, 2025 | September 30, 2025 |
|---|---|---|
| Total Assets ($ thousands) | $394,617 | $388,952 |
| Net Assets ($ thousands) | $179,592 | $173,038 |
| NAV per Share ($) | $8.29 | $7.99 |
| Adjusted NII ($ millions; per share) | $3.3; $0.15 | $1.9; $0.09 |
| Dividend per Share ($) | — | $0.25; paid September 30, 2025 |
Additional context:
- Q3 2025 NII was $1.8 million ($0.08 per share), annualized dividend yield ~14.3% based on November 4, 2025 price; management anticipates HRZN merger closing in Q1 2026 .
Investment Implications
- Alignment: No disclosed personal MRCC equity ownership, options, or pledging for Ms. Gregory reduces direct equity‑linked alignment and minimizes insider selling pressure from her account; risk of hedging/derivatives is mitigated by the Code of Ethics requiring CCO clearance .
- Incentive levers: Executive cash/equity compensation is not disclosed because executives are paid by MC Advisors; firm‑level incentives are driven by MRCC’s advisory fee structure (base fee on invested assets and 20% incentive fees subject to hurdles and total‑return limitation), aligning the advisor with sustained NII and net asset value performance across rolling periods .
- Governance and compliance: A Nasdaq‑compliant clawback policy for executive officers supports pay‑for‑performance enforcement in the event of restatements; the valuation designee role and external management highlight conflict‑mitigation importance under CCO oversight .
- Transition/structural risk: The Wendel transaction (change of control of MC Advisors’ affiliates) retained advisory economics, and management expects the HRZN merger to close in Q1 2026; these corporate events can alter reporting, controls integration, and compliance scope, elevating execution demands on the CCO function .