Lynn J. Jerath
About Lynn J. Jerath
Independent Class II director at Monroe Capital Corporation (MRCC) since December 2024; age 51. President and founder of Citrine Investment Group (founded February 2013), with deep real estate investment and capital markets experience; Wharton School (University of Pennsylvania), magna cum laude, 1995. Currently serves on MRCC’s Audit, Nominating & Corporate Governance, and Compensation Committees; designated by the Board as an “audit committee financial expert.” The Board has determined she is independent under Nasdaq and 1940 Act standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citrine Investment Group | Founder & President | Founded Feb 2013; current | Real estate private equity leadership; capital markets expertise |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| University of Pennsylvania | Trustee | Since Jan 2018 |
| University of Pennsylvania Endowment Investment Board | Member | Since Jan 2020 |
| Penn Live Arts | Advisory Board Member | Since Jan 2007 |
| Trustee Council of Penn Women (UPenn) | Member | Since Jan 2005 |
| Sundance Bay (real estate investment firm) | Advisory Board Member | Since Jan 2021 |
| Embarc Chicago | Board Chair | Since Mar 2019 |
| Hope Chicago | Board Member | Since Jun 2021 |
| Chicago Furniture Bank | Board Member | Apr 2019 – Jun 2023 |
| National Poetry Foundation | Trustee | Jan 2021 – Jun 2023 |
Board Governance
- Independence: The Board determined Ms. Jerath is independent; MRCC’s Board has a majority of independent directors.
- Committee assignments and expertise:
- Audit Committee: Member; all members (including Jerath) are “audit committee financial experts.”
- Nominating & Corporate Governance Committee: Member.
- Compensation Committee: Member.
- Committee chairs: Audit—Thomas J. Allison; Nominating & Corporate Governance—Jeffrey A. Golman; Compensation—Robert S. Rubin.
- Attendance/engagement: In 2024, the Board held 5 meetings; Audit 7; Nominating and Compensation 1 each. Each incumbent director attended at least 75% of Board and committee meetings held during 2024.
- Tenure and classification: Class II director since 2024; term expires 2026.
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (Director) | $50,000 | Applies to independent and interested directors not employed by the adviser; Ms. Jerath is independent. |
| Meeting fees | $1,000 per meeting attended | Applies to Board meetings. |
| Audit Chair retainer | $15,000 (Chair only) | Ms. Jerath is not Chair. |
| Nominating Chair retainer | $5,000 (Chair only) | Ms. Jerath is not Chair. |
| 2024 actual paid (Jerath) | $3,005 | Appointed Dec 10, 2024. |
No equity retainers or option grants are disclosed for directors; director compensation is cash-based (retainer + meeting fees).
Performance Compensation
- No performance-based pay, equity awards (RSUs/PSUs), or options are disclosed for directors. MRCC directors receive cash retainers and meeting fees; executive incentive structures relate to the external adviser and do not apply to directors.
Other Directorships & Interlocks
| Company (Public) | Role | Period | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy lists no other public company directorships for Jerath in past five years. |
Related-party transactions: The proxy details adviser-related conflicts (MC Advisors) and co-investment policies; it does not disclose any related-party transactions involving Ms. Jerath.
Expertise & Qualifications
- Real estate investing and capital markets expertise (President/Founder of Citrine Investment Group).
- Board-designated audit committee financial expert.
- Governance roles across MRCC’s three standing committees (Audit; Nominating; Compensation).
- Education: Wharton School, University of Pennsylvania, magna cum laude (1995).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Dollar Range (Director Disclosures) |
|---|---|---|---|
| Lynn J. Jerath | — | — | none |
- Record date: April 7, 2025; shares outstanding: 21,666,340.
- Hedging/shorting policy: Directors must obtain CCO pre-clearance before hedging/shorting MRCC stock.
Governance Assessment
-
Strengths
- Independent director with broad committee exposure; designated audit committee financial expert—supports robust financial oversight.
- Board/committee structure active in 2024; all incumbent directors met at least 75% attendance threshold, indicating engagement.
- Cash-only director pay with modest retainers and meeting fees minimizes pay complexity and misalignment risk.
-
Watch items / potential red flags
- No beneficial ownership reported as of April 7, 2025; limited “skin in the game” relative to other independent directors who report ownership—monitor future purchases for alignment.
- New to MRCC’s Board (appointed Dec 2024); short MRCC-specific track record—monitor contributions through committee outputs in 2025–2026.
- Structural adviser conflicts are inherent to the BDC’s external management model (management/incentive fees, adviser as valuation designee); requires vigilant Audit and independent director oversight—Jerath’s committee roles are relevant here.
-
Policies supportive of governance
- Insider trading/hedging restrictions and a clawback policy (for executives) are in place at the company level.
Overall signal: Governance-positive profile driven by independence, committee breadth, and financial expertise; key alignment gap is current lack of personal MRCC share ownership, which investors may watch as a sign of commitment over time.