Joseph W. Hartswell
About Joseph W. Hartswell
Joseph W. Hartswell is Chief Compliance Officer (CCO) of New Mountain Finance Corporation (NMFC) and a Managing Director and CCO of New Mountain Capital, L.L.C., roles he has held since 2015; he was appointed CCO and Corporate Secretary of NMFC on February 9, 2022, effective March 4, 2022, and is listed as Corporate Secretary in the 2024 proxy while the 2025 proxy lists Eric Kane as Corporate Secretary . He is 46 as of the 2025 proxy record date and 45 as of the 2024 proxy record date . Company performance (net income) during recent fiscal years was $74.7M in FY 2022, $135.3M in FY 2023, and $113.4M in FY 2024 (see table below) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| New Mountain Capital, L.L.C. | Managing Director and Chief Compliance Officer | 2015–present | Oversees compliance; serves as CCO across New Mountain’s credit platform and affiliated BDCs . |
| Mount Kellett Capital Management LP | Chief Compliance Officer | Not disclosed | Led compliance at a global investment firm focused on distressed/special situations/opportunistic investing . |
| PricewaterhouseCoopers LLP (PwC) | Director, Asset Management Financial Services Regulatory Practice | Not disclosed | Assisted development of compliance programs for hedge funds, private equity, venture capital, registered investment companies, separate accounts, and BDCs . |
| AIG Investments | Vice President & Deputy Chief Compliance Officer | Not disclosed | Assisted strategies/operational planning for a global asset manager; designated CCO for 1940 Act products . |
| U.S. Securities and Exchange Commission | Securities Compliance Examiner | Not disclosed | SEC examiner experience in securities compliance . |
External Roles
| Organization | Role | Years |
|---|---|---|
| NMF SLF I, Inc. (BDC) | Chief Compliance Officer | Since 2022 . |
| New Mountain Guardian III BDC, L.L.C. (BDC) | Chief Compliance Officer | 2022–2024 . |
| New Mountain Guardian IV BDC, L.L.C. (BDC) | Chief Compliance Officer | Since 2022 . |
| New Mountain Guardian IV Income Fund, L.L.C. (BDC) | Chief Compliance Officer | Since 2022 . |
| New Mountain Private Credit Fund (BDC) | Chief Compliance Officer | Since 2024 . |
Fixed Compensation
- NMFC does not directly compensate executive officers; compensation for the CFO and CCO is set by the Administrator, reimbursed by NMFC, and CCO compensation is approved by the Board (majority of Independent Directors) in accordance with Rule 38a-1 under the 1940 Act .
- NMFC does not engage compensation consultants; the compensation committee would review executive compensation only if NMFC directly compensates executives in the future .
| Item | 2024 | 2023 | Notes |
|---|---|---|---|
| Base Salary | Not disclosed | Not disclosed | Paid by Administrator; allocable portion reimbursed; Board approval of CCO compensation per Rule 38a-1 . |
| Target Bonus % | Not disclosed | Not disclosed | No executive compensation details in NMFC proxy due to external management model . |
| Actual Bonus | Not disclosed | Not disclosed | Not reported in DEF 14A . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable (executives not directly compensated by NMFC) | — | — | — | — | — |
- NMFC states it does not currently directly compensate executive officers; therefore no NMFC-linked performance metrics, vesting, or payout formulas are disclosed for Hartswell .
Equity Ownership & Alignment
| Ownership Metric | Value | Date/Context |
|---|---|---|
| Shares owned (direct) | 13,727 | Record date; DEF 14A 2025 . |
| Shares outstanding | 107,851,415 | Record date; DEF 14A 2025 . |
| Ownership % of NMFC | ~0.0127% (calc from 13,727 ÷ 107,851,415) | Calculated using DEF 14A figures; table footnote indicates <1% for executive officers . |
| Options (exercisable/unexercisable) | Not disclosed | No option data provided for officers in DEF 14A . |
| RSUs/PSUs (vested/unvested) | Not disclosed | No officer equity award tables provided due to external management model . |
| Pledging policy | Not specifically addressed | No pledging prohibition disclosed in proxy . |
| Hedging policy | Hedging not expressly prohibited; preclearance required for derivative transactions (ETFs/ETNs exempt) | Code of Ethics & Personal Trading Policy; CCO preclearance . |
| Ownership guidelines (officers) | Not disclosed | No officer stock ownership guidelines disclosed . |
| Section 16 compliance | All filings believed timely in 2024 | DEF 14A statement . |
| 10b5-1 trading plan | Not disclosed | No mention in DEF 14A . |
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Appointment date | Appointed CCO and Corporate Secretary on Feb 9, 2022, effective Mar 4, 2022 | 8-K Item 5.02 . |
| Contract term/expiration | Not disclosed in proxy/8-K | DEF 14A/8-K reviewed . |
| Severance (salary+bonus multiple) | Not disclosed | DEF 14A/8-K reviewed . |
| Change-of-control (single/double trigger) | Not disclosed | DEF 14A/8-K reviewed . |
| Accelerated vesting | Not disclosed | No officer equity awards disclosed . |
| Clawback provisions | Not disclosed for officers | DEF 14A reviewed . |
| Non-compete/non-solicit | Not disclosed | DEF 14A/8-K reviewed . |
| Garden leave/consulting | Not disclosed | DEF 14A reviewed . |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income - (IS) ($USD) | $74,732,000 | $135,343,000 | $113,443,000 |
- The Board’s risk oversight relies on active monitoring by the CCO; Hartswell provides quarterly written reports on compliance policy adequacy/effectiveness, material changes, and compliance matters, and meets separately in executive session with Independent Directors at least annually .
- TSR, revenue, and EBITDA metrics tied to executive compensation are not described, consistent with NMFC’s model of not directly compensating executive officers (performance pay design would be at the Administrator level) .
Compensation Committee Analysis
- Composition: Alfred F. Hurley, Jr. (Chair), David Ogens, Rome G. Arnold III, Daniel B. Hébert, Barbara Daniel — all Independent Directors .
- Responsibilities: Reviews director pay; would review executive pay if NMFC directly compensated executives; annually reviews and recommends for approval the investment advisory and administration agreements (most recently re-approved Jan 29, 2025 for 12 months from Mar 1, 2025); authority to engage consultants (not currently used) .
- Governance takeaway: Executive compensation oversight for Hartswell’s role at NMFC is through Board approval of the CCO’s compensation per Rule 38a-1 and review of advisory/administration agreements, rather than direct NMFC pay structures .
Additional Governance Touchpoints
- Shareholder communications and proposals are addressed to Hartswell in his capacity as CCO/Corporate Secretary (2024) and CCO (2025), indicating centralized compliance and governance interface with stockholders .
- Privacy Notice lists the CCO contact number (reflecting responsibility for compliance-related inquiries) .
Investment Implications
- Pay-for-performance alignment at the NMFC entity level is limited for executive officers given NMFC’s external management model; Hartswell’s compensation is set by the Administrator and only the allocable portion is reimbursed/approved by NMFC’s Board under Rule 38a-1, reducing direct linkage to NMFC’s TSR or EBITDA outcomes .
- Equity ownership “skin in the game” is small (13,727 shares, ~0.0127% of outstanding), suggesting low personal exposure to NMFC share price movements; no officer ownership guidelines, pledging restrictions, or equity award vesting schedules are disclosed, though hedging requires CCO preclearance per policy .
- Retention risk appears moderate under the externally managed structure; formal severance/change-of-control economics, non-compete/non-solicit terms, and clawbacks are not disclosed for officers, which limits visibility into exit incentives or protections .
- Insider selling pressure assessment is constrained: Section 16 filings were timely in 2024, but the proxy does not disclose 10b5-1 plans; we attempted to fetch Form 4s via the insider-trades skill for “Hartswell” at NMFC (2022–2025) and encountered an authorization error, so recent transactional detail could not be evaluated at this time .