Bob Froehlich
About Dr. Bob Froehlich
Independent Class II Director of NexPoint Capital, Inc. (NXPT); year of birth 1953; term expires 2026; serves on the Board since 2014. Background: retired executive with significant financial industry and board experience, including service on multiple audit committees; address of record: c/o NexPoint Advisors, L.P., 300 Crescent Court, Suite 700, Dallas, TX 75201 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KC Concessions, Inc. | Director | Jan 2013 – Mar 2025 | Private company board service |
| American Sports Enterprise, Inc. | Director | Since Jan 2013 | Private company board service |
| Kane County Cougars Baseball Club | Chairman and Owner | Jan 2013 – Mar 2025 | Leadership/ownership role in sports franchise |
| The Midwest League of Professional Baseball Clubs, Inc. | Director | Jan 2013 – Dec 2021 | League governance |
| Kane County Cougars Foundation, Inc. | Executive Director | Jul 2023 – Mar 2025 (remaining as Director thereafter) | Non-profit leadership; continuing as Director post-Mar 2025 |
| Galen Robotics, Inc. | Director | Aug 2016 – Sep 2023 | Private medtech board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vault Data, LLC | Director and Special Advisor | Since Feb 2018 | Private company advisory role |
| American Association of Professional Baseball, Inc. | Director | Since Feb 2021 | Sports governance |
| National Amateur Fall Baseball Federation | Director | Since Dec 2023 | Sports governance |
| American Sports Enterprise, Inc. | Director | Since Jan 2013 | Continues as director |
| Kane County Cougars Foundation, Inc. | Director | Continuing post Mar 2025 | Non-profit board service |
Board Governance
- Committees: Governance & Compliance (Chair), Audit & Qualified Legal Compliance (Member), Administration & Operations (Member) .
- Independence: Each of these committees comprises Independent Directors; Audit Committee members meet Rule 10A-3 independence/experience requirements; Board has designated the Adviser as valuation designee under Rule 2a-5, with Audit Committee oversight of valuations .
- Attendance and engagement: In FY 2024, Audit, Governance & Compliance, and Administration & Operations committees each held five meetings; every Director then serving attended at least 75% of the meetings of the committees to which they belonged .
- Governance & Compliance remit includes director nominations, director compensation, compliance oversight, and addressing potential conflicts between the Corporation and the Adviser in connection with securities-related litigation; Dr. Froehlich chairs this committee and leads annual evaluation of each Director’s continued service .
Fixed Compensation
| Component | Amount | Structure/Notes |
|---|---|---|
| Annual Director Retainer (Fund Complex) | $150,000 | Payable quarterly; allocated among portfolios based on relative net assets; no meeting fees |
| Committee Chair Fee (Fund Complex) | $10,000 | Additional annual payment for each committee chair, payable quarterly and allocated by net assets |
| Chairman of the Board Fee (Fund Complex) | $20,000 | Additional annual payment; not applicable unless serving as Board Chair |
| NXPT FY2024 Aggregate Compensation (from Corporation) | $3,947 | Actual FY2024 paid by NXPT to Dr. Froehlich |
| Fund Complex FY2024 Aggregate Compensation | $160,000 | Actual FY2024 total paid across the Fund Complex |
- No separate committee or meeting fees; Directors are reimbursed for out-of-pocket attendance expenses .
- No equity awards, incentive-based compensation, pension, or retirement plans for Directors .
Performance Compensation
| Incentive Type | Status | Performance Metrics | Vesting/Terms |
|---|---|---|---|
| Equity awards (RSUs/PSUs/Options) | None | N/A | N/A |
| Cash bonus (annual/retention) | None | N/A | N/A |
| Change-of-control provisions | Not disclosed for Directors | N/A | N/A |
| Clawback provisions | Not disclosed for Directors | N/A | N/A |
- Governance & Compliance Committee reviews Director compensation annually and recommends changes; full Board approves .
Other Directorships & Interlocks
| Company/Entity | Type | Potential Interlock/Conflict Relevance |
|---|---|---|
| Multiple sports and private company boards listed above | Private/non-profit | No direct NXPT competitive/supplier/customer overlap disclosed; time commitments should be monitored |
- No public company directorships disclosed in past five years .
Expertise & Qualifications
- Significant experience in the financial industry; managerial/executive experience; service on other boards and several audit committees; enhances governance and financial oversight expertise .
- Audit Committee functions include oversight of independent auditor, internal controls, and valuations; Audit report indicates active engagement with auditor (Cohen) and independence assessment per PCAOB Rule 3526 .
Equity Ownership
| Category | Ownership |
|---|---|
| Dollar range of shares of NXPT | None |
| Aggregate dollar range across Fund Complex | Over $100,000 |
- Directors generally do not receive equity awards or incentive-based compensation, reducing direct ownership alignment at the NXPT entity level .
- Stock ownership guidelines for Directors at NXPT are not disclosed .
Governance Assessment
- Positive signals: Independent status across committees; Chair of Governance & Compliance with a remit over nominations, director compensation, compliance, and conflict management; documented committee activity and minimum attendance threshold; Audit Committee oversight of valuations and auditor independence suggests robust financial governance .
- Alignment concerns: No disclosed ownership of NXPT shares; Directors receive only cash-based retainers with no equity/incentive awards, which may limit pay-for-performance alignment for the entity specifically .
- Conflicts oversight: The proxy highlights potential conflicts with the Adviser due to overlapping investment opportunities; Board and Governance & Compliance Committee explicitly tasked with addressing such conflicts, with detailed allocation policies and related-party review processes; Adviser earned $945,241 base management fee in FY2024 and no incentive fee, underscoring the importance of conflict oversight in a BDC-adviser structure .
- RED FLAGS: Absence of NXPT share ownership (None) by Dr. Froehlich; no equity-based compensation for Directors; extensive external commitments should be monitored for bandwidth, though independence and committee leadership mitigate concerns .