Thomas J. Allison

About Thomas J. Allison

Thomas J. Allison, age 73, is an independent director of Monroe Capital Corporation (MRCC) and has served since April 2013; he is the Audit Committee Chair and a member of the Nominating & Corporate Governance and Compensation Committees . He is Principal of Thomas J. Allison & Associates (since 2013) and a Senior Advisor at Portage Point Partners (since May 2018), with deep turnaround, restructuring, and corporate finance experience; earlier roles include senior leadership at Mesirow Financial Consulting, Huron Consulting Group, and Arthur Andersen . Allison holds a B.S. in commerce and an MBA from DePaul University . He is not an “interested person” under the 1940 Act and is deemed independent by Nasdaq/1940 Act standards .

Past Roles

External Roles

Board Governance

• Committee assignments and roles (2025 slate): Audit Committee Chair; member, Nominating & Corporate Governance; member, Compensation .
• Independence: Board determined Allison is independent under Nasdaq and the 1940 Act; not an “interested person” .
• Audit Committee Financial Expert: All audit committee members, including Allison, are designated “audit committee financial experts” under Item 407 of Regulation S‑K .
• Attendance and engagement: In 2024, the Board held 5 meetings; Audit 7; Nominating & Corporate Governance 1; Compensation 1. Each incumbent director attended at least 75% of applicable meetings; all directors at the time attended the 2024 annual meeting .
• Annual meeting participation: All directors are anticipated to attend the 2025 Annual Meeting .
• Lead independent function: No formal Lead Independent Director; Allison, as Audit Chair, acts as liaison between independent directors and management between Board meetings .
• Risk oversight and executive sessions: Independent-committee structure drives oversight; the Chief Compliance Officer meets separately in executive session with independent directors at least annually .

Fixed Compensation

Notes: Interested Directors who are employees of the adviser receive no Board fees; reasonable business expenses are reimbursed per policy .

Performance Compensation

• No equity awards (RSUs/PSUs), stock options, or performance-based compensation for directors were disclosed; director pay is cash-based via retainers and meeting fees .

Other Directorships & Interlocks

Expertise & Qualifications

• Turnaround/restructuring leadership and financial oversight from senior roles at Mesirow, Huron, and Arthur Andersen; prior experience at Coopers & Lybrand and First National Bank of Chicago .
• Designated “audit committee financial expert”; significant corporate finance and governance expertise .
• Education: B.S. in commerce and MBA, DePaul University .

Equity Ownership

Sources: Shares and dollar range as of April 7, 2025; percentage denoted as “*” less than 1%; 21,666,340 shares outstanding; no common stock options/warrants currently exercisable within 60 days . Hedging and short selling of company stock by directors/officers requires pre-clearance per joint Code of Ethics .

Governance Assessment

• Positives

  • Strong financial oversight: Audit Chair with “financial expert” designation; all-audit-committee financial experts; robust meeting cadence in 2024 .
  • Independence and liaison role: Independent status with explicit liaison function between independent directors and management enhances board effectiveness in absence of a formal Lead Independent Director .
  • Ownership alignment: Personal beneficial ownership of 46,994 shares and dollar range “over $100,000” signals tangible skin-in-the-game, despite lack of equity grants .
  • Compliance and risk culture: Code of Ethics, insider trading/hedging controls, and clawback policy adoption (for executives) bolster governance framework; no director Section 16(a) delinquency noted for 2024 .

• Potential concerns/monitoring items

  • Adviser conflicts intrinsic to BDC model: Adviser fees tied to gross assets and incentive formulae; board noted benefits of capital raising may increase fees; requires continued independent scrutiny, especially post-adviser change of control (Wendel transaction) with new—but economically identical—Investment Advisory Agreement .
  • Affiliate interlocks: Director role at Monroe Capital Income Plus Corporation (adviser affiliate) elevates co-investment and allocation-conflict sensitivity; mitigated by SEC exemptive relief and pro‑rata allocation policy approved by independent directors, but still a focus area for investors .
  • Valuation designee: Adviser designated as valuation designee under Rule 2a‑5; creates valuation-related conflicts given fees based on asset values—oversight by independent Audit Committee is critical .

• RED FLAGS to track

  • Any deviation from co‑investment allocation policy or exemptive relief conditions .
  • Material changes to fee terms or dilution via below‑NAV offerings beyond the board’s stated 25% dilution cap on any given date; while permitted with shareholder approval, these actions require careful justification (Allison participates in approval as independent director) .
  • Valuation judgments under adviser-as-designee framework given fee linkage; ensure rigorous Audit Committee review continues .

Overall, Allison brings extensive restructuring and financial governance expertise, chairs the Audit Committee, maintains independent status, and holds a meaningful personal stake. Key investor focus areas remain adviser-related conflicts (fees/valuations) and affiliate interlocks, for which MRCC cites exemptive relief, allocation policies, and independent committee oversight as mitigants .