Robert A. Hamwee
About Robert A. Hamwee
Robert A. Hamwee (age 54) is Vice Chairman and a Class II director of New Mountain Finance Corporation (NMFC), serving on the board since 2010; he previously served as NMFC’s Chief Executive Officer (July 2010–January 2023) and President (2011–2016) . He is deemed an “interested person” (not independent) under the Investment Company Act due to his position as a member of the Investment Adviser’s investment committee . He is also a Senior Advisor at New Mountain Capital, L.L.C. (since November 2023) and previously a Managing Director (2008–November 2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Mountain Finance Corporation (NMFC) | Chief Executive Officer | Jul 2010–Jan 2023 | Led BDC platform; transitioned to Vice Chairman |
| NMFC | President | 2011–2016 | Executive leadership; portfolio oversight |
| NMF SLF I, Inc. (BDC) | Chief Executive Officer | Jan 2019–Jan 2023 | Oversaw senior loan vehicle |
| New Mountain Guardian III BDC, L.L.C. (BDC) | Chief Executive Officer | May 2019–Jan 2023 | Led affiliated BDC |
| New Mountain Guardian IV BDC, L.L.C. (BDC) | Chief Executive Officer | Mar 2022–Jan 2023 | Led affiliated BDC |
| New Mountain Capital, L.L.C. | Managing Director | 2008–Nov 2023 | Investment management leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Edmentum, Inc. | Director | Since Jun 2015 | Educational software company board |
| New Mountain Capital, L.L.C. | Senior Advisor | Since Nov 2023 | Advisory role at affiliate |
Board Governance
- Independence: Not independent; classified as an “interested person” due to Investment Adviser investment committee role .
- Committee assignments: Audit, Valuation, Compensation, and Nominating committees are composed solely of Independent Directors; Hamwee is not a member of these committees .
- Attendance: In FY2024, all directors except Mr. Hamwee attended at least 75% of board and committee meetings—a notable shortfall for him (board held 9 meetings; committees held 8 Audit, 2 Nominating, 4 Compensation, 8 Valuation) .
- Leadership structure: No designated Lead Independent Director; Independent Directors hold executive sessions (presided by Audit Chair) at the conclusion of each board meeting .
- Years of service: Class II director since 2010; re-nominated in 2025 for term expiring 2028 .
2025 Election Results (Signal of shareholder sentiment)
| Nominee | For Votes | Withheld | Broker Non-Votes |
|---|---|---|---|
| Robert A. Hamwee | 26,618,858 | 15,091,698 | 38,860,562 |
| Barbara Daniel | 39,087,683 | 2,622,873 | 38,860,562 |
| Alfred F. Hurley, Jr. | 33,508,934 | 8,201,622 | 38,860,562 |
Notably high “withhold” votes for Hamwee relative to other nominees—potential governance concern .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Retainer (cash) | $0 | No compensation is paid to “interested” directors |
| Meeting Fees | $0 | Independent directors receive fees; interested directors do not |
| Committee Chair Fees | $0 | Chair fees paid only to independent directors |
| Equity Grants | None | NMFC does not maintain stock/option/non-equity incentive plans for directors |
Independent Director fee schedule (context): Annual retainer $120,000; regular board meeting $2,500; special meeting/written consent $1,000; Audit Chair $12,500; Valuation Chair $7,500; Compensation/Nominating Chairs $2,500 .
Performance Compensation
| Metric | Target | Actual | Instrument | Vesting |
|---|---|---|---|---|
| None disclosed/applicable for directors | — | — | — | — |
| NMFC states it does not maintain stock or option plans, non-equity incentive plans, or pension plans for its directors . |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict | Governance Controls |
|---|---|---|---|
| New Mountain Finance Advisers, L.L.C. (Investment Adviser) | Member of investment committee (Hamwee) | External manager earns base/incentive fees; Hamwee affiliated with fee-earning adviser | Annual review and re-approval of management and administration agreements by board, including Independent Directors |
| New Mountain Capital, L.L.C. | Senior Advisor; affiliate of Investment Adviser | Affiliated funds with similar mandates; co-investments and allocations across complex | SEC exemptive order requires “required majority” of Independent Directors to approve co-investments and confirm fairness |
Expertise & Qualifications
- Deep managerial and operational experience in investment management and financial services; intimate knowledge of NMFC’s business and prior CEO experience cited by board as qualifications .
Equity Ownership
| Holder | Direct Shares | Indirect/Other | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Robert A. Hamwee | 604,711 | 12,000 (Dana L. Hamwee Inherited IRA) | 616,711 | <1.0% (outstanding shares: 107,851,415) |
- Dollar range: Over $100,000 in NMFC and across the fund complex .
- Section 16(a) compliance: Company believes all filing requirements for directors/officers were met timely in FY2024 .
- Hedging policy: Hedging transactions are not expressly prohibited (subject to pre-clearance by Chief Compliance Officer); ETFs/ETNs/options on these are exempt from pre-clearance—potential alignment risk .
Governance Assessment
- Strengths:
- Board committees (Audit, Valuation, Compensation, Nominating) comprised solely of Independent Directors; executive sessions held regularly, enhancing oversight .
- Management fee alignment: Base management fee reduced from 1.4% to 1.25% effective January 29, 2025; prior fee waivers targeted 1.25%—positive cost discipline .
- Formal quarterly compliance reporting by Chief Compliance Officer to board .
- Concerns / RED FLAGS:
- Independence: Hamwee is an “interested person” tied to the Investment Adviser’s investment committee—structural conflict in externally managed BDC .
- Attendance: Did not meet 75% attendance threshold in FY2024; signals potential engagement issue .
- Shareholder sentiment: Elevated withhold votes in 2025 election (15.1M withheld vs 26.6M for) relative to other nominees .
- No Lead Independent Director while chairman is an “interested person”; reliance on policies to mitigate conflict .
- Hedging not expressly prohibited (with pre-clearance), which can undermine ownership alignment in adverse markets .
- Related-party exposure: Adviser fee structure (base + incentive), affiliate co-investments, and administration reimbursement create ongoing related-party transactions ecosystem .
Overall: Hamwee’s experience and company-specific knowledge are assets, but his interested status, below-threshold attendance, and shareholder withhold signal warrant close monitoring of governance engagement and conflict mitigation practices .