David Ogens
About David Ogens
Independent director of NMFC since 2010 (Class I; term expires 2027), age 61. Background spans wealth management, investment banking (including debt issuance), and healthcare operating roles (CEO of HealthBridge LLC; President/Director of Med Inc.), which the board cites as relevant expertise for NMFC’s lending and oversight needs . Education not disclosed in the proxy. Independence confirmed under Nasdaq and 1940 Act standards; not an “interested person” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HealthBridge LLC | Chief Executive Officer and Director | 2019–2022 | Chronic care management and remote patient monitoring operator experience |
| Med Inc. | President and Director | 2011–2019 (director through 2023) | Healthcare operations in neuromuscular/respiratory services |
| Wealth management & investment banking | Various | Not dated | Board notes expertise in debt issuance and finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NMF SLF I, Inc. (BDC) | Director | 2019–present | Affiliate BDC within New Mountain fund complex |
| New Mountain Guardian IV BDC, L.L.C. (BDC) | Director | 2022–present | Affiliate BDC |
| New Mountain Guardian IV Income Fund, L.L.C. (BDC) | Director | 2022–present | Affiliate BDC |
| New Mountain Guardian III BDC, L.L.C. (BDC) | Director | 2019–2024 | Affiliate BDC; tenure ended 2024 |
| Med Inc. | Director | 2011–2023 | Healthcare services; extended board role |
Board Governance
- Committees: Audit; Compensation; Nominating & Corporate Governance; Valuation .
- Chair roles: Chair, Valuation Committee; Audit Committee chaired by Rome G. Arnold III .
- Independence: Board determined he is independent under Nasdaq Rule 5605(a)(2) and the 1940 Act .
- Attendance: In 2024, all directors other than Mr. Hamwee attended ≥75% of board/committee meetings (Ogens met threshold) .
- Executive sessions: Independent directors meet at each regularly scheduled meeting; presided over by the Audit Committee chair .
- Lead independent director: None designated .
| Governance Metric | FY 2024 | Source |
|---|---|---|
| Board meetings held | 9 | |
| Audit Committee meetings | 8 | |
| Nominating & Corporate Governance meetings | 2 | |
| Compensation Committee meetings | 4 | |
| Valuation Committee meetings | 8 | |
| Attendance rate (threshold) | ≥75% achieved (except Hamwee) |
Fixed Compensation
- Independent director cash retainer: $120,000 per year; meeting fees $2,500 (regular) and $1,000 (special/written consent, limited); chair retainers: Audit $12,500; Valuation $7,500; Compensation $2,500; Nominating & Corporate Governance $2,500 .
- NMFC does not maintain stock option plans, non-equity incentive plans, or pensions for directors .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Paid in Cash from NMFC | $142,500 | $144,500 |
| Other Compensation from NMFC | $1,684 | $3,497 |
| Fees Paid in Cash from Fund Complex | $232,542 | $252,667 |
| Other Compensation from Fund Complex | $4,651 | $7,883 |
| Total from Fund Complex | $237,193 | $260,550 |
Performance Compensation
“We do not maintain a stock or option plan, non-equity incentive plan or pension plan for our directors.”
No equity awards, options, or performance-tied incentives are disclosed for directors; compensation is cash-based per NMFC policy .
Other Directorships & Interlocks
| Entity | Type | Relationship/Interest |
|---|---|---|
| Ogens Family, Inc.; Joint Tenants | LP interests | New Mountain Partners I & II (over $100k each); New Mountain Partners VI; New Mountain Net Lease Partners I & II |
| New Mountain fund complex boards | Affiliate BDCs | Multiple concurrent directorships across NMFC-related BDCs |
- Co-investment framework: NMFC may co-invest with affiliates under SEC exemptive order, requiring a “required majority” of Independent Directors to approve and determine fairness and alignment with stockholders .
- Advisory/administration: NMFC engages affiliated Investment Adviser and Administrator; base management fee reduced to 1.25% in 2025, with prior waivers; independent directors review and approve agreements annually .
Expertise & Qualifications
| Attribute | Details |
|---|---|
| Finance/Banking | Wealth management and investment banking; debt issuance experience |
| Healthcare operations | CEO HealthBridge; President/Director Med Inc. |
| Valuation/oversight | Chair of Valuation Committee; audit committee financial expert designation |
Equity Ownership
| Ownership Detail | As of Record Date | Value/Percent |
|---|---|---|
| Shares owned (direct) | 202,020 | <1.0% of outstanding |
| Indirect ownership | 8,000 shares via family trusts | <1.0% |
| Dollar range (NMFC) | Over $100,000 | Based on $11.10/share on record date |
| Dollar range (Fund Complex) | Over $100,000 | As disclosed |
Trend:
- 2023 record date holdings: 154,539 shares (direct) ; 2024 record date increased to 202,020 shares (direct) .
Governance Assessment
- Strengths: Independent status; broad finance and healthcare operating experience; high engagement (≥75% attendance); leadership as Valuation Committee chair; audit committee financial expert; participation across all key committees supports robust oversight .
- Alignment: Meaningful personal shareholding in NMFC (over $100k) and increased direct holdings year-on-year indicates skin-in-the-game; compensation is cash-only, limiting misalignment from equity overhang .
- Potential conflicts/red flags: Extensive interlocks within New Mountain fund complex and LP interests in New Mountain Partnerships and Net Lease vehicles present related-party exposure; mitigants include: independent director majority approvals for co-investment, formal valuation and audit processes, and annual advisory agreement reviews by independent directors . Hedging of NMFC stock is not expressly prohibited but requires CCO pre-clearance—investors may view lack of an outright ban as a modest governance gap .
- Overall: Governance quality appears solid with strong committee coverage and independent oversight; however, investors should monitor related-party interactions and co-investments for overreach risk and continue to evaluate the effectiveness of independent committee leadership, particularly in valuation where Ogens chairs .