Kate Fitta
About Kate M. Fitta
Independent Class II director at OFS Credit Company (OCCI), age 54, serving since 2021 with a current term expiring at the 2026 annual meeting. Background spans operations, technology integration, and governance across financial services and public sector; education includes an MBA from Columbia Business School and a BA in Classics (cum laude) from Harvard University; NACD Directorship Certified .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Burren Green (consulting practice) | Principal | 2015–present | Led strategic programs addressing compliance, audit, risk, regulatory matters |
| Barclays Global Investment Banking | Global Head, Business Planning & Technology | 2012–2015 | Led global business and technology planning |
| Barclays Global Banking (EMEA) | EMEA Head, Business Planning & Technology | 2008–2012 | Led EMEA/APAC integration post-Lehman |
| Lehman Brothers | Deputy Global Head, Business Planning & Technology | 2007–2008 | Managed global business/technical staff; built IT Governance Council |
| NYC Mayor’s Office (Criminal Justice) | Chief Integration Officer | 2003–2007 | Directed tech integration across 17 justice agencies (NYC/NY State) |
| Deloitte Consulting | Functional Manager (Public Sector & Health Care) | 2002–2003 | Consulting engagements in public sector/health care |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | — | No other public boards; Fund Complex oversight count: 1 portfolio for OCCI only |
Board Governance
- Committee assignments: Audit (member), Compensation (member), Nominating & Corporate Governance (chair) .
- Independence: Board determined Fitta is independent under Nasdaq and the Investment Company Act; all three committees comprised solely of independent directors .
- Attendance: Board met 5 times in FY 2024; each director attended at least 75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting; all expected to attend 2025 .
- Board leadership: Combined Chairman/CEO structure mitigated by a Lead Independent Director (Kathleen M. Griggs) and regular executive sessions of independent directors at meeting conclusions .
| Committee Activity | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings (count) | 5 | 5 |
| Audit Committee meetings | 9 | 9 |
| Compensation Committee meetings | 2 | 2 |
| Nominating & Governance meetings | 2 | 2 |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $60,000 | $66,250 |
- Structure (FY 2023): Annual fee $50,000; committee chair receives $10,000; fee increases to $75,000 when NAV ≥ $125.0mm; expenses reimbursed; no stock awards .
- Structure (FY 2024): Annual cash retainer tiered by NAV—$50,000 when NAV ≤ $125.0mm, rising to $75,000 when NAV > $125.0mm (threshold exceeded in Q4 FY 2024); independent directors receive $10,000 annually for serving on one or more committees; expenses reimbursed; no stock awards .
Performance Compensation
- No equity grants (RSUs/PSUs), options, or performance-based director compensation disclosed for Fitta in FY 2023–2024; Stock Awards shown as “—” in director compensation tables .
- No disclosed performance metrics tied to director pay; no change-in-control, severance, or clawback terms specific to directors disclosed in proxy .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None | — | — | No public company interlocks; independent oversight roles at OCCI only . |
Expertise & Qualifications
- Skills/attributes highlighted by OCCI’s skills matrix: leadership/management, financial experience, corporate governance, innovation/strategic proposals, risk management, diversity; supports audit and risk oversight and governance rigor .
- Education/credentials: MBA (Columbia); BA Classics, cum laude (Harvard); NACD Directorship Certified .
Equity Ownership
| Metric | As of Jun 20, 2024 | As of Jun 20, 2025 |
|---|---|---|
| Common shares beneficially owned | 0 | 0 |
| % of common shares outstanding | N/A | N/A |
| Dollar range of common stock ownership | None | None |
| Preferred shares beneficially owned | 0 | 0 |
| Shares pledged as collateral | None (no shares owned) |
- Ownership guidelines: No director stock ownership guidelines disclosed in the proxy .
- Hedging: Code permits hedging transactions by directors/officers subject to Chief Compliance Officer pre-clearance—potential alignment consideration .
Governance Assessment
- Strengths: Independent director; chairs Nominating & Governance; member of Audit and Compensation; documented board/committee activity; annual independent director executive sessions; Lead Independent Director structure; audit committee financial expert on committee (Griggs) .
- Alignment concerns: Zero share ownership over multiple years; cash-only director compensation (no equity), which can weaken “skin-in-the-game” alignment; hedging permissible with pre-clearance .
- Related-party exposure (company-level): As a closed-end fund externally advised by OFS Advisor, fee constructs (base/incentive) and co-investment/allocation frameworks create inherent conflicts; audit committee reviews related-party transactions; independent director oversight is critical .
RED FLAGS
- No personal equity stake disclosed (0 shares; “None” dollar range), reducing ownership alignment signal .
- Hedging permitted under policy (with pre-clearance), which can dilute alignment if used .
- Combined Chairman/CEO structure—mitigated by Lead Independent Director and independent committees, but remains a governance sensitivity for some investors .
Potential Actions for Investors
- Engage on director ownership expectations and consider advocating for director stock ownership guidelines; monitor future proxies for any adoption .
- Continue to assess committee performance and independence in overseeing related-party transactions and fee arrangements with OFS Advisor; review audit committee reports and related-party approvals annually .