Stephanie Vitiello
About Stephanie Vitiello
Stephanie Vitiello serves as Secretary (since April 2021) and Chief Compliance Officer and Anti-Money Laundering Officer (since November 2021) of NexPoint Capital, Inc.; she was born in 1983 and is also Chief Compliance Officer and Counsel of Skyview Group, having previously held legal roles at Highland Capital Management, L.P. (HCMLP) including In‑House Counsel, Associate General Counsel, and Managing Director – Distressed/Assistant General Counsel . NXPT’s structure is that of a business development company (BDC) where the day‑to‑day operations are handled by service providers (including its Adviser/Administrator), with the Board and a designated CCO (Ms. Vitiello) overseeing compliance reporting to the Board . NXPT discloses that its executive officers (including the CCO) receive no direct remuneration from the Corporation and there is no executive compensation committee, indicating limited direct pay‑for‑performance alignment with NXPT’s equity at the corporate level . Officers and directors as a group held no NXPT shares as of April 30, 2025, reinforcing minimal insider equity exposure at the corporate entity level .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Highland Capital Management, L.P. (HCMLP) | In‑House Counsel | 2014–2018 | Internal legal counsel supporting HCMLP operations and compliance functions . |
| Highland Capital Management, L.P. (HCMLP) | Associate General Counsel | 2018–2020 | Senior legal responsibilities across transactions and regulatory matters . |
| Highland Capital Management, L.P. (HCMLP) | Managing Director – Distressed; Assistant General Counsel | 2020–2021 | Led distressed/legal work through HCMLP’s complex proceedings; elevated legal leadership prior to transition to Skyview . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Skyview Group | Chief Compliance Officer and Counsel | Feb 2021–present | Current employer; core compliance leadership role . |
| Highland Fund Complex | Secretary | Since Apr 2021 | Secretary role across the fund complex (outside NXPT corporate officer context) . |
Fixed Compensation
| Component | NXPT-paid (latest proxy) | Notes |
|---|---|---|
| Base salary | None | “The executive officers of the Corporation receive no direct remuneration from the Corporation.” |
| Target bonus % | None | No executive compensation committee due to lack of NXPT-paid executive comp . |
| Actual bonus paid | None | No NXPT-paid bonuses to executive officers disclosed . |
| Pension/SERP/Deferred comp | None | Directors receive no pension/retirement plan; executive officers receive no direct remuneration from NXPT . |
| Perquisites | None | No NXPT-paid executive perquisites disclosed . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable – NXPT does not pay executive officers | N/A | N/A | N/A | N/A | N/A |
As none of the Corporation’s executive officers are compensated by the Corporation, NXPT discloses no performance-based metrics, goals, or vesting schedules for executive pay .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Stephanie Vitiello) | Not individually itemized; officers and directors as a group held no NXPT shares as of April 30, 2025 . |
| Ownership as % of shares outstanding | Officers and directors as a group: 0% as of April 30, 2025 . |
| Vested vs. unvested shares | No NXPT equity awards disclosed for executive officers or directors; directors do not receive equity awards or incentive-based compensation . |
| Options (exercisable/unexercisable) | None disclosed for executive officers . |
| Shares pledged as collateral | Not disclosed in the proxy statements reviewed . |
| Stock ownership guidelines | Not disclosed; however, the Rule 17j‑1 Code of Ethics generally does not permit investments by the Corporation’s directors/officers in securities that may be purchased or held by the Corporation (limiting insider ownership) . |
| Section 16(a) compliance | No known failures to file by officers/directors during the last fiscal year, based on the company’s review . |
| Concentrated holders | Liberty CLO Holdco Ltd. beneficially owned ~29.5% (2,549,002.292 shares) as of April 30, 2025 . |
Employment Terms
| Term | Disclosure |
|---|---|
| Appointment dates | Secretary since April 2021; Chief Compliance Officer and Anti‑Money Laundering Officer effective November 12, 2021 . |
| Employment start/tenure in current role | CCO/AML role since Nov 2021; Secretary role since Apr 2021 . |
| Contract term length/expiration | Not disclosed in NXPT filings reviewed . |
| Severance provisions | Not disclosed; NXPT states executive officers receive no direct remuneration from the Corporation . |
| Change‑of‑control terms (single/double trigger, acceleration) | Not disclosed; no NXPT executive compensation program to reference . |
| Clawback provisions | No pay clawback policy disclosed; SOX Code of Ethics applies to principal executive and principal financial officers; Rule 17j‑1 Codes of Ethics govern personal trading for directors/officers . |
| Non‑compete / non‑solicit / garden leave | Not disclosed in NXPT filings reviewed . |
| Oversight | Governance and Compliance Committee oversees governance/compliance and director compensation; no executive comp committee because executives aren’t paid by NXPT . |
| Board/committee structure context | Board held eight meetings in FY2024; committee memberships/charters disclosed; CCO administers the compliance program and reports to the Board . |
Investment Implications
- Limited direct pay‑for‑performance alignment with NXPT equity: Executive officers receive no NXPT‑paid salary/bonus/equity and directors receive no equity grants, reducing traditional equity‑based alignment but also lowering insider‑selling overhang from vesting schedules .
- Minimal insider selling pressure: Officers and directors as a group reported no NXPT share ownership as of April 30, 2025; combined with the Rule 17j‑1 trading restrictions, this suggests low likelihood of Form 4‑driven selling pressure tied to corporate awards .
- Retention depends on external employer dynamics: Ms. Vitiello’s employment and compensation are with Skyview Group (not NXPT), so retention levers reside outside NXPT’s direct pay framework; no severance/change‑of‑control economics are disclosed at the corporate level .
- Governance and concentration risks: The Adviser/Administrator relationships and overlapping roles create potential conflicts mitigated via board committees and compliance oversight; a single beneficial holder (Liberty CLO Holdco Ltd.) controls ~29.5%, which can influence governance outcomes and strategic direction .
- Process and compliance strength: The CCO role is a central element of the BDC structure—reporting to an active Board and committees—which supports regulatory risk management; Section 16(a) compliance had no reported filing failures in the latest year, indicating sound reporting discipline .
Overall, Ms. Vitiello’s role signals emphasis on compliance infrastructure and governance in a BDC/adviser‑managed model, but investors should not expect conventional executive pay or insider‑ownership alignment at the NXPT corporate entity, and should monitor concentrated ownership and related‑party dynamics for governance implications .