Rome G. Arnold III
About Rome G. Arnold III
Independent director of New Mountain Finance Corporation (NMFC), age 69, serving since 2017 with current Class III term expiring in 2026. Background includes senior advisory work in financial technology and substantial experience in investment banking with an energy focus; designated by the board as an audit committee financial expert and currently chairs NMFC’s Audit Committee . Beneficial owner of 78,370 NMFC shares (<1% of outstanding), with additional “Over $100,000” aggregate dollar ranges in the fund complex and significant limited partner interests across multiple New Mountain Capital private funds via Arnold Family LLC, indicating deep familiarity with the sponsor network .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rose and Co. | Senior Advisor | 2017–2023 | Financial technology/digital media focus |
| Forbes Energy Services Ltd. | Director | 2017–Feb 2021 | Oilfield services oversight |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Mountain Guardian IV BDC, L.L.C. | Director | Since 2022 | — |
| New Mountain Guardian IV Income Fund, L.L.C. | Director | Since 2022 | — |
| New Mountain Guardian III BDC, L.L.C. | Director | 2019–2024 | — |
Board Governance
- Independence: Determined independent under NASDAQ rules and the 1940 Act; not an “interested person” of NMFC .
- Committee assignments: Audit Committee (Chair); member of Nominating & Corporate Governance, Compensation, and Valuation Committees .
- Board/committee activity (2024): Board met 9 times; Audit 8; Nominating & Corporate Governance 2; Compensation 4; Valuation 8. All directors other than Mr. Hamwee attended at least 75% of the aggregate meetings of the board and their committees, indicating Arnold’s attendance was ≥75% .
- Executive sessions: Independent directors meet in executive session after each regular board meeting; sessions are presided over by the Audit Committee Chair (Arnold) .
- Leadership structure: No designated Lead Independent Director; Chair of the Board is an “interested person,” with governance mitigants including independent-only committees and executive sessions .
Committee Assignments Detail
| Committee | Role | 2024 Meetings Held |
|---|---|---|
| Audit | Chair | 8 |
| Nominating & Corporate Governance | Member | 2 |
| Compensation | Member | 4 |
| Valuation | Member | 8 |
Fixed Compensation
- Structure (effective Oct 1, 2022): Annual director retainer $120,000; $2,500 per regularly scheduled board meeting; $1,000 per special meeting or certain written consents (limited to once per quarter); Audit Chair retainer $12,500; Valuation Chair retainer $7,500; Compensation Chair and Nominating & Corporate Governance Chair each $2,500; reasonable expense reimbursement; no compensation for “interested person” directors .
- 2024 director compensation (Arnold):
| Metric | Year Ended 2024 |
|---|---|
| Fees Paid in Cash from NMFC ($) | $148,500 |
| Other Compensation from NMFC ($) | — |
| Total from NMFC ($) | — (no stock/options/non‑equity plans for directors) |
| Fees Paid in Cash from Fund Complex ($) | $236,625 |
| Other Compensation from Fund Complex ($) | — |
| Total from Fund Complex ($) | $236,625 |
Performance Compensation
NMFC does not maintain stock or option plans, non‑equity incentive plans, or pension plans for directors; no performance metrics or at‑risk pay are disclosed for directors .
| Performance Metric Category | Status |
|---|---|
| Non‑equity incentive plan | Not maintained |
| Stock awards (RSUs/PSUs) | None |
| Option awards | None |
| Performance metrics tied to pay | None disclosed |
Other Directorships & Interlocks
| Entity | Type | Relationship |
|---|---|---|
| New Mountain Capital private funds (Partners I–VII; NMP III Continuation Feeder) | Private funds | Arnold Family LLC LP interests with “Over $100,000” in each, indicating significant economic ties to sponsor-affiliated vehicles |
| NMFC adviser/administrator ecosystem | External management | Audit/Comp/Nom/Valuation Committees oversee adviser agreements, valuations, and governance; audit chair presides over executive sessions |
Expertise & Qualifications
- Audit Committee Financial Expert: Board determined Arnold meets “audit committee financial expert” criteria under Item 407 of Regulation S‑K .
- Domain expertise: Extensive investment banking experience with energy focus; advisory background in financial technology/digital media .
Equity Ownership
| Metric | As of Record Date (Mar 19, 2025) |
|---|---|
| NMFC Shares Beneficially Owned | 78,370 (direct) |
| Ownership % of Outstanding | <1% |
| Dollar Range in NMFC | Over $100,000 (based on $11.10 share price) |
| Aggregate Dollar Range in Fund Complex | Over $100,000 |
| Hedging Policy | Hedging not expressly prohibited; preclearance required (ETFs/ETNs and options on them exempt) |
Governance Assessment
- Strengths: Independent director with audit chair role and “audit committee financial expert” designation; active across all key oversight committees; ≥75% attendance in 2024; presides over independent executive sessions, enhancing board oversight and integrity .
- Alignment: Personal share ownership (78,370) and “Over $100,000” dollar range in NMFC; however, directors receive cash-only compensation and NMFC discloses no director equity or performance plans, placing alignment emphasis on voluntary ownership rather than structured equity grants .
- Conflicts oversight: Board relies on independent-only committees and executive sessions to mitigate the chairman’s “interested person” status; co‑investment exemptive order requires “required majority” of independent directors to affirm fairness/no overreaching, positioning Arnold centrally in conflict vetting .
- RED FLAGS:
- Significant LP interests across New Mountain Capital private funds via Arnold Family LLC may present perceived conflicts when evaluating adviser agreements, allocations, and co‑investments; robust committee processes are critical mitigants .
- Hedging of NMFC stock is not expressly prohibited (with preclearance), which can weaken pay‑for‑performance alignment if used; policy exceptions for ETFs/ETNs/options warrant monitoring .
- No Lead Independent Director, and board chair is an “interested person,” increasing reliance on committee structure and executive sessions to protect independence .
- Compliance signals: All Section 16 filings for 2024 were timely; audit firm oversight and pre‑approval policies documented; active committee cadence supports governance rigor .