Robert S. Rubin

About Robert S. Rubin

Robert S. Rubin (age 68) has served on MRCC’s Board since the company’s IPO in October 2012; he is the Compensation Committee chair and a member of both the Audit and Nominating & Corporate Governance Committees . Rubin is Managing Principal of the Diamond Group (since 1998) and President of REAL Training Systems LLC (since 2019); he holds a B.A. from Harvard College (1978) and an M.B.A. from the University of Chicago (1986) . The Board has determined he is independent under Nasdaq and the 1940 Act .

Past Roles

External Roles

Board Governance

• Class and term: Class I director; term expired at the 2025 Annual Meeting; nominated to serve until the 2028 Annual Meeting if elected .
• Committee assignments and roles (current): Compensation Committee (Chair), Audit Committee (Member), Nominating & Corporate Governance Committee (Member) .
• Independence: Determined independent by the Board; not an “interested person” under the 1940 Act .
• Attendance/Engagement: In 2024, the Board held 5 meetings; Audit 7; Nominating & Corporate Governance 1; Compensation 1. Each incumbent director attended at least 75% of aggregate Board and committee meetings; all directors serving at the time attended the 2024 Annual Meeting .
• Audit committee financial expertise: All Audit Committee members (including Rubin) were designated “audit committee financial experts” by the Board .
• Board leadership: No Lead Independent Director; Audit Chair (Allison) acts as liaison between independent directors and management .

Fixed Compensation

MRCC pays directors in cash; no equity awards or option awards for directors are disclosed in 2024. Interested directors employed by MC Advisors or its affiliates receive no board pay; exceptions disclosed for resignations in 2024 .

Performance Compensation

Executive officer pay is externalized to MC Advisors; MRCC reports no direct executive compensation and thus no company performance metrics for executive pay, which limits Compensation Committee scope on internal pay decisions .

Other Directorships & Interlocks

Expertise & Qualifications

• Board‑identified attributes: Extensive capital markets, risk management, and operating experience offering practical insight and perspective to the Board .
• Financial expertise: Designated as an Audit Committee “financial expert” by the Board .
• Education: B.A., Harvard College (1978); M.B.A., University of Chicago (1986) .

Equity Ownership

• Shares outstanding reference point: 21,666,340 shares as of April 7, 2025 .
• Options within 60 days: None outstanding company‑wide; no common stock subject to options/warrants currently exercisable or within 60 days of Apr 7, 2025 .
• Section 16(a) compliance: Company states all required filings timely for 2024, except one late Form 3 by another officer; no issues noted for directors .
• Hedging/derivatives policy: Directors must obtain pre‑clearance before buying/selling options, futures or other derivatives on MRCC stock; short sales are also restricted via pre‑clearance under the joint Code of Ethics .

Governance Assessment

• Strengths and positive signals

  • Independence and experience: Long‑tenured independent director with deep capital markets and risk background; designated audit committee financial expert .
  • Committee leadership: Chairs Compensation Committee and serves on Audit and Nominating & Corporate Governance; breadth supports board effectiveness .
  • Attendance baseline: Each incumbent met at least 75% attendance in 2024; all directors attended the 2024 Annual Meeting .
  • Ownership alignment: Personal ownership of 57,886 shares; director dollar range “over $100,000” .
  • No comp committee interlocks: Committee members are independent with no relationships requiring disclosure .

• Watch items and potential red flags

  • External management conflicts inherent to BDC model: MRCC is externally advised by MC Advisors; base management and incentive fees paid to MC Advisors ($8.1m base; $2.4m incentive in 2024; incentive fee limited by $2.9m cap) create potential misalignment risks typical to external structures .
  • Valuation conflict disclosure: MC Advisors is designated the valuation designee under Rule 2a‑5; company acknowledges possible conflict when advisor personnel are involved in valuing portfolio investments that drive fees .
  • Change of control at advisor: Wendel SE affiliate acquired 75% of equity interest of certain Monroe Capital affiliates (including MC Advisors) on Mar 31, 2025; advisory agreement with unchanged fees/services entered into following the transaction, underscoring need for robust independent oversight of advisory relationship under 15(c) .
  • No Lead Independent Director: Audit Chair acts as liaison; investors may prefer a formal LID in externally managed structures for enhanced oversight .

• Additional governance context

  • Compensation Committee scope: Because MRCC’s executives are employees of MC Advisors and not paid directly by MRCC, the committee’s primary leverage over “pay‑for‑performance” is via independent director oversight of the Investment Advisory Agreement and annual 15(c) process (approved by a majority of independent directors) .
  • Shareholder protections: Clawback policy compliant with Nasdaq rules (applies to covered executives), insider trading policy, and hedging pre‑clearance; useful but less directly relevant to director incentives .
  • Stockholder communications: Clear process to reach the Board via the Corporate Secretary .