John Honis
About John Honis
John Honis (born 1958) is a Class III Director of NexPoint Capital, Inc. (NXPT), serving on the board since 2014 and most recently re-elected for a term expiring at the 2027 annual meeting . He is treated as an Interested Director (non-independent) effective January 28, 2020 due to relationships with historically affiliated entities of the Adviser, including Highland Capital Management, L.P. (HCMLP), arising from HCMLP’s Chapter 11 proceedings . Recent roles include President of Rand Advisors, LLC (Aug 2013–Aug 2022), Consultant to Rand Advisors (since Aug 2022), and President of Valience Group, LLC (since July 2021); prior roles include Manager of Turtle Bay Resort, LLC (Aug 2011–Dec 2018) . Education is not disclosed in the proxy materials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rand Advisors, LLC | President | Aug 2013–Aug 2022 | Financial industry and executive leadership experience emphasized for board membership . |
| Rand Advisors, LLC | Consultant | Since Aug 2022 | Ongoing advisory role provides industry insights . |
| Valience Group, LLC | President | Since Jul 2021 | Executive leadership; financial sector experience . |
| Turtle Bay Resort, LLC | Manager | Aug 2011–Dec 2018 | Management experience; restructuring background noted . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None (public company directorships in past 5 years) | — | — | Proxy discloses no other public company directorships for the past five years . |
Board Governance
- Board composition: 5 directors; 4 are independent under the 1940 Act; Honis is the sole Interested Director .
- Board meetings: 8 meetings in FY2024; each director attended at least 75% of meetings; directors encouraged but not required to attend the annual meeting .
- Class and tenure: Class III director since 2014; current term expires in 2027 (re-elected June 26, 2024) .
| Committee | Honis Role | Scope | Notes |
|---|---|---|---|
| Administration and Operations Committee | Chairperson | Reviews administrative operations; oversees arrangements with financial intermediaries; oversight of funds employing alternative strategies | Honis serves as Chairperson alongside Froehlich, Powell, Ward, and McWhorter . |
| Governance and Compliance Committee | Not a member | Oversees governance, director nominations, and director compensation; addresses potential conflicts between the Corporation and Adviser | Committee chaired by an independent director (Froehlich) . |
Governance structure emphasizes independent oversight for key functions (governance/compliance) while placing Honis as chair over operational/intermediary oversight, which heightens sensitivity to conflicts given his Interested Director status .
Fixed Compensation
- The Corporation pays directors an annual retainer of $150,000 (allocated across the Fund Complex portfolios), plus $10,000 to each Committee Chair and $20,000 to the Chairman of the Board; no meeting fees; expenses reimbursed; no equity awards or incentive compensation; no pension/retirement plan .
- FY2024 director compensation allocation (from the Corporation and Fund Complex):
| Metric | FY2024 | Source |
|---|---|---|
| Annual Retainer (Fund Complex) | $150,000 | Policy disclosure |
| Committee Chair Fee | $10,000 | Policy disclosure |
| Chairman of the Board Additional | $20,000 | Policy disclosure |
| Meeting Fees | None | Policy disclosure |
| Pension/Retirement Plan | None | Policy disclosure |
| John Honis – Aggregate from Corporation | $3,947 | FY2024 table |
| John Honis – Aggregate from Fund Complex | $160,000 | FY2024 table |
In FY2024, Ethan Powell’s aggregate Fund Complex compensation was $170,000, consistent with additional Chairman compensation; Honis’s total was $160,000 despite chairing a committee, reflecting allocation mechanics across portfolios .
Performance Compensation
- Directors do not receive equity awards, options, or incentive-based compensation; no performance metrics apply; no pension or retirement plan .
| Component | FY2024 Status | Notes |
|---|---|---|
| RSUs/PSUs | None | No equity awards for directors . |
| Options | None | No options for directors . |
| Performance Metrics (Revenue, EBITDA, TSR, ESG) | Not applicable | No incentive pay; no metrics applied . |
| Severance/Change-of-Control | Not disclosed | No director-specific severance or CoC terms disclosed; executive officers receive no direct pay . |
| Clawbacks/Gross-ups | Not disclosed | Not addressed for directors; codes of ethics govern conduct . |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None (public companies, past 5 years) | — | — | Proxy explicitly lists “None” for other public company directorships held during the past five years . |
Expertise & Qualifications
- Significant experience in the financial industry; extensive managerial and executive experience, including service as president, CEO or chief restructuring officer of five telecommunications firms; experience on other boards/trustees .
Equity Ownership
- Beneficial ownership: As of April 30, 2025, all officers and directors as a group (10 persons) reported no ownership of NXPT common stock (0% and $0 value); Liberty CLO Holdco Ltd. owned approximately 29.5% .
| Holder | Shares | Value | % Outstanding |
|---|---|---|---|
| All officers and directors (group of 10) | None | $0 | 0% |
| Liberty CLO Holdco Ltd. | 2,549,002.292 | $12,923,441.62 | 29.5% |
The proxy does not list individual director holdings; the group-level disclosure indicates no director ownership, implying low direct “skin-in-the-game” alignment for directors including Honis .
Insider Trades
| Period | Form 4 Activity | Compliance Note |
|---|---|---|
| FY2024 | Not disclosed in proxy | The Corporation reports no known failures to file Section 16(a) ownership reports by directors/officers/10% holders during the past fiscal year . |
Governance Assessment
- Independence and conflicts: Honis is classified as an Interested Director due to relationships with historically affiliated entities (including HCMLP) tied to HCMLP’s Chapter 11, a governance red flag for potential conflicts of interest .
- Committee influence: As Chair of the Administration and Operations Committee overseeing administrative operations and intermediary arrangements, Honis’s Interested status warrants heightened scrutiny of related-party exposures and fee arrangements with affiliates .
- Attendance and engagement: Board met 8 times in FY2024; each director attended at least 75%—baseline acceptable engagement; directors are encouraged but not required to attend the annual meeting .
- Compensation mix: All-cash retainers with no equity or incentive pay and no meeting fees; while this eliminates pay-for-performance risk, it may reduce alignment to shareholder returns given zero director ownership reported at the group level .
- Structural changes: Compensation policy evolved—by 2025 the Chairman receives $20,000 and each Committee Chair $10,000, vs. prior $10,000 for Chairman and Audit Chair in 2023—indicating increased fixed compensation for leadership roles without performance linkage .
- Related-party and overlap risk: The proxy describes overlapping roles across the Adviser and affiliates, with potential conflicts in similar investment strategies; Governance and Compliance Committee (chaired by an independent director) is tasked with addressing conflicts related to litigation or holdings .
RED FLAGS
- Interested Director classification due to affiliate relationships (HCMLP/Adviser)—conflict risk in oversight and intermediation .
- Zero director share ownership at the group level—low ownership alignment with public shareholders .
- No compensation committee; director pay set by Governance and Compliance Committee—may reduce specialized oversight of pay structures .
- Overlapping management and affiliate roles—heightened potential for related-party transactions and complex interlocks across the Fund Complex .