Bilal Rashid
About Bilal Rashid
Bilal Rashid (age 54) is Chairman of the Board, President, and Chief Executive Officer of OFS Credit Company, Inc. (OCCI); he has served as President and CEO since 2017 and Chairman since 2018, and has been a director since 2017 . He brings 25+ years of experience across investment banking, debt capital markets, and investing, with a BS in Electrical Engineering from Carnegie Mellon University and an MBA from Columbia University . OCCI combines the CEO and Chair roles; governance mitigants include a Lead Independent Director (currently Kathleen M. Griggs) and fully independent audit, compensation, and nominating committees that meet in executive session without Mr. Rashid . OCCI discloses that officers (including the CEO) are paid by an affiliate and not directly by OCCI; company-level economics are driven by advisory fees (base management and incentive fees) paid to OFS Advisor, underscoring advisor-aligned incentives rather than a company-specific pay-for-performance plan for Mr. Rashid .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OFS Credit Company, Inc. | Chairman; President & CEO | Chairman since 2018; President & CEO since 2017 | Leads strategy and investment oversight; also participates in the affiliated Structured Credit Investment Committee governing OCCI investments |
| Merrill Lynch (Global Markets & Investment Banking) | Managing Director | 2005–2008 | Senior leadership in debt capital markets prior to joining OFSC in 2008 |
| Natixis Capital Markets | Vice President | Not disclosed | Structured credit/capital markets experience (pre-2005) |
| Canadian Imperial Bank of Commerce (CIBC) | Investment/Capital Markets (role not specified) | Not disclosed | Predecessor role to Natixis experience |
| International Finance Corporation (World Bank Group) | Investment Analyst (Project Finance) | Not disclosed | Emerging markets/project finance grounding |
| Lehman Brothers | Financial Analyst | Not disclosed | Early-career foundational finance role |
External Roles
| Organization (Public/Registered) | Role | Years/Status | Notes |
|---|---|---|---|
| OFS Capital Corporation | Chairman & CEO | Current | Also serves on the board of OFS Capital; listed as one of three other public company boards |
| Hancock Park Corporate Income, Inc. | Chairman, President & CEO | Current | Board leadership at affiliated BDC |
| CIM Real Assets & Credit Fund (CIM RACR) | Trustee | Current | Member of board of trustees of an affiliate sub-advised by OFS Advisor |
| Orchard First Source Capital, Inc. (OFSC) and OFS Capital Management, LLC (OFS Advisor) | President; Senior Managing Director | Current | Serves on various investment committees of OFS Advisor and affiliates |
| OFSAM Holdings | President & CEO; Executive Committee Member | Current | Executive leadership of parent affiliate |
Fixed Compensation
OCCI discloses that its officers, including the CEO, do not receive direct compensation from the company; instead, they are compensated by an affiliate (OFSC) and OCCI reimburses the allocable portion under the Administration Agreement (OFS Services) .
| Component | Amount/Status | Period/Notes |
|---|---|---|
| Direct CEO compensation paid by OCCI | None | Officers (including CEO) are paid by OFSC; OCCI reimburses allocable share under Administration Agreement |
| Independent director fees (context) | Annual cash retainer of $50,000 (NAV ≤ $125m) or $75,000 (NAV > $125m) plus $10,000 committee fee | In Q4 FY2024, NAV exceeded $125m, increasing annual retainer; interested directors (incl. Mr. Rashid) receive no director compensation |
Performance Compensation
OCCI does not disclose a company-specific executive incentive plan for Mr. Rashid; compensation is indirect via the affiliated advisor structure. Company-level advisory fees paid to OFS Advisor (which shape economic incentives) were as follows :
| Advisory Fees Paid to OFS Advisor ($USD Millions) | FY 2024 | 6M Ended Apr 30, 2025 |
|---|---|---|
| Base Management Fee | $3.46 | $2.35 |
| Incentive Fee | $4.36 | $2.58 |
Notes
- Incentive fee is computed and paid on income that may not yet be received in cash, creating potential incentive alignment toward income generation at the advisor level; OCCI’s board oversees valuation and related conflicts .
Equity Ownership & Alignment
| Item (as of June 20, 2025) | Detail |
|---|---|
| Common shares beneficially owned (Bilal Rashid) | 219,095 shares |
| Percentage of common shares outstanding | Less than 1% (27,430,090 common shares outstanding) |
| Preferred shares beneficially owned | 0 |
| Direct pledging of OCCI shares | None of the shares held directly by Mr. Rashid are pledged |
| Indirect holdings via OFSAM Holdings | Footnote indicates 188,601 OCCI shares are owned by OFSAM Holdings and are pledged as security for a revolving credit facility; Mr. Rashid is not a beneficial owner of those shares for Section 13(d) purposes |
| Hedging policy | Code does not expressly prohibit hedging (e.g., collars, swaps, exchange funds); transactions require pre-clearance by the Chief Compliance Officer |
| Stock ownership guidelines (directors/executives) | Not disclosed in the proxy |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start/date in current role | President & CEO since 2017; Chairman since 2018; Director since 2017 |
| Contract term; severance; change-of-control | Not disclosed; officers are not directly compensated by OCCI (no company-specific employment agreement terms disclosed) |
| Non-compete / Non-solicit / Garden leave | Not disclosed |
| Clawback policy | Not disclosed in the proxy |
Board Governance (Director Service, Independence, Committees)
| Topic | Detail |
|---|---|
| Board service class/term | Class I director; term expiring 2025; nominee for re-election to term expiring 2028 |
| Committee memberships | None (—); independent committees consist solely of independent directors |
| Lead Independent Director | Kathleen M. Griggs |
| Committee chairs | Audit: Kathleen M. Griggs (chair); Compensation: Romita Shetty (chair); Nominating & Corporate Governance: Kate M. Fitta (chair) |
| Board/committee activity | Board met 5 times in FY2024; each director attended ≥75% of meetings; Audit held 9 meetings; Compensation held 2; Nominating held 2 |
| Interested person status | Mr. Rashid is an “interested person” under the 1940 Act due to his officer position |
| Dual role implications | OCCI combines Chair and CEO roles; mitigants include Lead Independent Director, fully independent committees, and executive sessions without management |
Director Compensation (Context)
| Director | Fees Earned (FY2024) | Stock Awards | Total (OCCI) | Notes |
|---|---|---|---|---|
| Kathleen M. Griggs | $66,250 | — | $66,250 | Includes committee fee; retainer escalated with NAV >$125m in Q4 FY2024 |
| Romita Shetty | $66,250 | — | $66,250 | Chair of Compensation Committee |
| Kate M. Fitta | $66,250 | — | $66,250 | Chair of Nominating & Corporate Governance |
| Bilal Rashid (interested) | — | — | — | No pay to “interested person” directors |
| Jeffrey A. Cerny (interested) | — | — | — | No pay to “interested person” directors |
Related-Party Transactions and Conflicts
- Investment Advisory and Management Agreement: OCCI pays OFS Advisor both a base management fee and an incentive fee; OCCI paid $3.46m base and $4.36m incentive in FY2024, and $2.35m base and $2.58m incentive for the six months ended April 30, 2025; incentive fees on income not yet received in cash can create risk of income-targeting; valuation oversight and potential conflicts are acknowledged .
- Administration Agreement: OCCI pays OFS Services for administrative support; administration fees were $1.37m in FY2024 and $0.68m for the six months ended April 30, 2025 .
- Staffing/Allocation: Mr. Rashid serves on the Structured Credit Investment Committee; the proxy details staffing agreements, allocation frameworks, and constraints under the 1940 Act, noting not all conflicts can be resolved in OCCI’s favor and co-investment limitations apply absent approvals/guidance .
Performance & Track Record
- The proxy does not disclose company TSR or CEO-specific performance scorecards; OCCI emphasizes board oversight of advisor performance, risk management, and governance processes (e.g., annual board/committee evaluations and executive sessions) .
Compensation Structure Analysis
- No direct CEO pay from OCCI; absence of a disclosed OCCI-specific executive bonus/equity plan implies pay-for-performance is not structured at the issuer level for Mr. Rashid; incentives operate through advisory-fee economics at OFS Advisor (including incentive fee on income), introducing potential alignment with income generation but also classic externally-managed BDC alignment risks; board oversight and valuation processes are highlighted as mitigants .
- Interested-person director status means Mr. Rashid receives no director compensation, keeping board fees independent-only; however, combined CEO/Chair structure concentrates authority—mitigated by a Lead Independent Director and independent committees .
Risk Indicators & Red Flags
- Combined CEO/Chair roles, with governance mitigants (Lead Independent Director; independent committees; executive sessions) .
- Hedging transactions are not expressly prohibited (pre-clearance required), which can weaken alignment optics versus companies that ban hedging outright .
- Pledging: none of Mr. Rashid’s directly held OCCI shares are pledged, but 188,601 OCCI shares held by OFSAM Holdings (affiliate) are pledged to a revolving credit facility; Mr. Rashid is not a beneficial owner of those shares for Section 13(d) purposes, but optics merit monitoring .
- Advisor fee structure may incentivize income and asset growth; the proxy explicitly discusses resulting conflicts and the board’s oversight role .
Investment Implications
- Alignment: Mr. Rashid directly owns 219,095 OCCI shares (<1%), with no direct pledging; hedging is permissible with pre-clearance, and there are no disclosed stock ownership guidelines—mixed alignment signals for investors prioritizing management “skin-in-the-game” .
- Incentives: Economic levers sit at the advisor level (base and incentive fees), not via an issuer-level CEO incentive plan; monitor income generation, valuation judgments, and fee accruals for signs of aggressive risk-taking or income smoothing .
- Governance: Dual CEO/Chair role is balanced by a Lead Independent Director and fully independent committees; board met regularly with strong committee cadence, which supports oversight quality in an externally managed structure .
- Watch items: Track any Form 4 activity for Mr. Rashid and affiliates (especially changes around OFSAM Holdings-pledged shares), board independence/committee composition, and any changes to hedging/pledging or ownership guidelines that could strengthen or weaken alignment over time .