Dorri McWhorter

About Dorri McWhorter

Dorri McWhorter (born 1973) is an Independent Class II Director of NexPoint Capital, Inc. (NXPT); she has served on the Board since 2022 and her current term expires at the 2026 annual meeting. She is a member of the Audit and Qualified Legal Compliance Committee, the Governance and Compliance Committee, and the Administration and Operations Committee; she does not chair any committee. She brings CEO-level operating experience and a strong financial accounting background. The Board is majority independent under the 1940 Act, and Directors (including Ms. McWhorter) attended at least 75% of Board and committee meetings in 2024.

Past Roles

External Roles

Board Governance

• Board composition and independence: NXPT’s Board has five Directors, four of whom are independent under the 1940 Act; Ms. McWhorter is classified as an Independent Director. The Board uses three standing committees—Audit and Qualified Legal Compliance (AQLC), Governance and Compliance (G&C), and Administration and Operations (A&O)—each with Independent Director chairs (AQLC: Ward; G&C: Froehlich; A&O: Honis).
• Committee assignments for Ms. McWhorter: Member—AQLC, G&C, and A&O; no chair roles.
• Attendance/engagement: In 2024, the Board met 8 times and each Director attended at least 75% of Board meetings; each Director also attended at least 75% of the meetings of the committees on which they served. Directors are encouraged, but not required, to attend annual stockholder meetings.
• Board tenure mechanics: Staggered Board with three classes; Ms. McWhorter (Class II) last elected to serve until 2026 at the June 16, 2023 annual meeting.

Fixed Compensation

• Structure: Each Director overseeing the Fund Complex receives a $150,000 annual retainer (allocated across portfolios by relative net assets). Committee membership carries no additional fees; Chairman of the Board receives an additional $20,000 and each Committee Chair receives $10,000; no equity awards, no incentive compensation, and no pension/retirement plan.
• Year-over-year change: In 2024 proxy, the Chairman of the Board and the Chairman of the Audit Committee each received $10,000; in 2025 proxy, Chairman of the Board increased to $20,000 and added $10,000 for each Committee Chair—broadening chair compensation scope.

Performance Compensation

• Directors do not receive equity awards, stock options, bonus, incentive pay, or performance-based compensation; no performance metrics apply to director pay.

Other Directorships & Interlocks

• Current public boards: Lifeway Foods, Inc.; LanzaTech Global, Inc.
• Investment company board: William Blair Funds.
• Prior public board: Green Thumb Industries, Inc. (Feb 2022–Oct 2022).
• No interlocks or related-party board overlaps with NXPT’s adviser are disclosed for Ms. McWhorter in the proxy.

Expertise & Qualifications

• CEO-level operating experience; financial accounting background; extensive board service, including other registered investment companies—skill set explicitly cited by NXPT’s Board in support of her nomination/continued service.
• FASAC membership supports depth in financial reporting standards—relevant for Audit Committee oversight.

Equity Ownership

• Beneficial ownership: The proxy reports dollar range of NXPT shares owned by each Director; Ms. McWhorter’s dollar range is “None.” The proxy also reports her aggregate dollar range across registered investment companies in the Fund Complex as “None.”
• Group context: As of April 30, 2025, “All officers and Directors as a group (10 persons)” held “None” of NXPT common stock (0%).

• Policies: NXPT’s Rule 17j-1 Code of Ethics generally restricts personal investments in securities that may be purchased or held by the Company (industry-standard for 1940 Act entities), though the proxy does not disclose any director stock ownership guidelines or pledging/hedging policies specific to NXPT shares.

Governance Assessment

• Strengths

  • Independent director with deep financial/accounting background; sits on all three Board committees—positions her to influence audit quality, compliance, and operational oversight.
  • Board and committee attendance thresholds met (≥75%); Board met 8 times in 2024, indicating engagement cadence.
  • Committee chair compensation expanded and clarified in 2025 proxy—improves transparency in director compensation structure; independent chairs for key committees.

• Alignment and Risks

  • RED FLAG: Zero reported ownership—Ms. McWhorter’s NXPT dollar range is “None,” and the group of officers/directors collectively held no NXPT shares as of the record date, which may weaken “skin-in-the-game” alignment versus market practice at many public companies.
  • Advisory complex conflicts: The proxy details extensive related-party relationships with the external adviser and affiliates (typical for BDCs), which require vigilant independent oversight; no specific related-party transactions tied to Ms. McWhorter are disclosed.
  • No equity or incentive-based pay for directors—reduces pay-for-performance risk but also removes long-term equity alignment; compensation is entirely cash-based via fund-complex-retainer.

• Compliance/Insider Reporting

  • The company reports no known failures by Directors/officers to file Section 16 reports on a timely basis during the past fiscal year.

Net assessment: Ms. McWhorter is an experienced, independent director with strong accounting credentials and broad committee participation, supportive of board effectiveness. The primary investor-alignment concern is the absence of any reported NXPT share ownership by her and the Board as a whole; given the adviser-affiliated structure common to BDCs, continued independent oversight of valuation, fee arrangements, and potential conflicts remains critical.