Jeffrey Cerny
About Jeffrey A. Cerny
Jeffrey A. Cerny, age 62, is a Class III director of OFS Credit Company, Inc. (OCCI), serving on the board since 2017, with a current term expiring in 2027. He retired as Chief Financial Officer and Treasurer of OCCI effective March 31, 2025, and is deemed an “interested person” under the 1940 Act due to his recent officer role; he is NACD Directorship Certified and holds a CERT Certificate in Cyber Oversight. He holds a B.S. in Finance (Northern Illinois University), a Masters of Management in Finance & Economics (Northwestern Kellogg), and a J.D. (DePaul University).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OFS Credit Company, Inc. | Chief Financial Officer & Treasurer | 2017 – Mar 31, 2025 | Retired 3/31/2025; remained Class III director (term to 2027) |
| OFS Capital Corporation | Senior Managing Director; CFO & Treasurer | Through Mar 31, 2025 | Senior finance leadership; transitioned out upon 2025 retirement |
| Hancock Park Corporate Income, Inc. | CFO & Treasurer | Through Mar 31, 2025 | Senior finance leadership; transitioned out upon 2025 retirement |
| OFS Capital Management, LLC (OFS Advisor) | Senior Managing Director & CFO; member of various investment committees | Through Mar 31, 2025 | Member, Structured Credit Investment Committee in 2024; no longer listed in 2025 |
| Orchard First Source Capital, Inc. (OFSC) | Senior Managing Director; CFO & Treasurer | Through Mar 31, 2025 | Executive finance and portfolio oversight |
| OFSAM Holdings / OFSAM | Vice President & CFO; Executive Committee member | Through Mar 31, 2025 | Executive committee responsibilities |
| Sanwa Business Credit; American National Bank & Trust (Chicago); Charter Bank Group | Various roles (pre-OFSC) | Pre-1999 | Commercial finance and banking experience |
External Roles
| Company | Role | Public/Private | Tenure/Status |
|---|---|---|---|
| OFS Capital Corporation | Director | Public | Current; also oversees 2 portfolios in the fund complex |
Board Governance
| Governance Attribute | Detail | Notes |
|---|---|---|
| Board Class / Term | Class III; term expires 2027 | Director since 2017 |
| Independence | Interested person under 1940 Act (recently retired officer) | Thus not counted as independent |
| Committees | None | Cerny has no committee assignments; all three standing committees are fully independent |
| Attendance & Engagement | FY2024: Board met 5x; each director ≥75% attendance | All directors attended the 2024 annual meeting |
Fixed Compensation
| Director | FY2024 Cash Fees ($) | Stock Awards ($) | Total from OCCI ($) | Notes |
|---|---|---|---|---|
| Jeffrey A. Cerny | — | — | — | No compensation paid to “interested persons” |
- Director fee framework (context): independent directors receive an annual retainer tied to NAV ($50,000 ≤$125m; $75,000 if >$125m) plus $10,000 for committee service; in FY2024, NAV exceeded $125m in Q4, increasing retainers thereafter. Cerny, as an interested director, does not participate.
Performance Compensation
- None disclosed for directors; OCCI pays no equity or performance awards to directors who are “interested persons” (applies to Cerny).
Other Directorships & Interlocks
| Organization | Role | Committee Roles | Potential Interlocks / Notes |
|---|---|---|---|
| OFS Capital Corporation | Director | Not disclosed here | Same advisor/affiliates; part of “fund complex” oversight |
| OFS Advisor/OFS affiliates (historical management roles) | Senior finance/IC roles | Member of Structured Credit Investment Committee (2024) | Advisory fee structures and co-investment practices create conflicts requiring board oversight |
- Related-party/affiliate dynamics: OCCI is externally managed by OFS Advisor with base and incentive fees, creating potential incentives around asset valuation, leverage, and investment risk; independent director approval and exemptive relief govern co-investments and related-party transactions.
Expertise & Qualifications
- Deep finance, accounting, credit and structured finance expertise; experienced investor in lending, structuring and workouts.
- NACD Directorship Certified; CERT Certificate in Cyber Oversight (NACD).
- Advanced degrees across finance and law (Kellogg MM; DePaul JD).
Equity Ownership
| As-of Date | Beneficial Common Shares | % of Common Outstanding | Dollar Range | Notable Terms |
|---|---|---|---|---|
| Jun 20, 2024 | 213,148 | 1.32% | Over $100,000 | Includes 188,601 shares owned by OFSAM Holdings; shares held by OFSAM Holdings are pledged as security for a revolving credit facility (Cerny/Rashid disclaim 13(d) beneficial ownership of OFSAM shares) |
| Jun 20, 2025 | 30,100 | <1% | Over $100,000 | Shares may be subject to offset under an undrawn UBS Bank USA line of credit secured by his securities portfolio; he retains voting/investment power unless offset occurs |
Governance Assessment
-
Positives
- Significant CFO and structured credit oversight experience enhances board discussions on portfolio risk, valuation, and financing; NACD and cyber oversight credentials strengthen governance skillset.
- He stepped down from officer/IC roles in 2025, reducing direct management conflicts while remaining on the board.
- Board process: fully independent audit/comp/nominating committees; board met 5 times in FY2024 with each director meeting ≥75% attendance; independent Lead Director presides over executive sessions.
-
Risks and RED FLAGS
- RED FLAG: Interested director (not independent) due to recent officer status; not eligible for independent committee roles.
- RED FLAG: 2025 disclosure states his OCCI shares may be subject to offset against an undrawn UBS Bank USA line of credit, creating potential pledge/forced-sale risk; voting/investment power retained unless offset.
- RED FLAG: 2024 holdings included OFSAM-held OCCI shares that were pledged to a revolving credit facility, indicating historical pledge exposure within his reported beneficial block.
- Structural conflicts from external manager compensation (base/incentive fees) and co-investment/affiliate transactions necessitate continued robust independent oversight; hedging transactions by directors are not expressly prohibited (pre-clearance required), which some investors view as misaligned.
-
Implications for investors
- Cerny’s finance/structured credit depth is a board asset, particularly for valuation and risk oversight; however, independence limitations and the line-of-credit offset language warrant monitoring for alignment and potential liquidity/pledge risks.
Employment & Transitions (context)
- On January 28, 2025, Cerny notified the board of his intention to retire from CFO/Treasurer roles at OCCI and affiliates effective March 31, 2025; the board appointed Kyle Spina as CFO/Treasurer effective the same date. The resignation was not due to any disagreement.
Board Governance (committee detail)
- Committees (all-independent membership): Audit (Chair: Kathleen M. Griggs), Compensation (Chair: Romita Shetty), Nominating & Corporate Governance (Chair: Kate M. Fitta); FY2024 meeting counts: Audit 9; Compensation 2; Nominating 2.
- Cerny has no committee assignments and does not chair any committee.
Director Compensation (framework, for benchmarking)
- Independent director fees: annual retainer scaled to NAV ($50,000 at ≤$125m; $75,000 at >$125m beginning Q4 FY2024) plus $10,000 for committee service; expenses reimbursed; D&O insurance in place. Interested directors (including Cerny) receive no director compensation from OCCI.