Elaine Healy
About Elaine E. Healy
Elaine E. Healy (age 62) is an independent director of OFS Capital, serving on the board since 2011. She is the Board’s Lead Independent Director and chairs the Audit Committee, and has been designated an “audit committee financial expert.” Healy co-founded NexGen Venture Partners (dba Aura Wireless) and previously co-founded, served as President and COO of Accel Networks (acquired in 2015). She holds a B.S. in Finance from Florida State University (1984).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NexGen Venture Partners, LLC (dba Aura Wireless) | Co-Founder; Co-Chief Executive Officer | Current (as disclosed) | Technology and risk management experience leveraged in board roles |
| Accel Networks, LLC (fixed wireless broadband) | Co-Founder; President & COO | 2002–2015 (acquired June 2015) | Built and exited wireless operator; operational and finance expertise |
| Private equity manager (pre-2002) | Investor/director across industries | 18 years prior to 2002 | Broad transaction and valuation experience |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Consensus Cloud Solutions (NASDAQ: CCSI) | Independent Director | Since Oct 2021 | Audit Committee Chair |
| Hancock Park Corporate Income, Inc. (BDC) | Independent Director; Lead Director | Current | Lead Director; OFS-advised affiliate |
Board Governance
- Roles and independence: Healy is Lead Independent Director, presides over executive sessions, and serves as liaison between independent directors and the Chair/CEO. The board has determined she is independent under Nasdaq and the 1940 Act. She is Audit Committee Chair and a member of the Compensation Committee; she is designated an “audit committee financial expert.”
- Attendance and engagement: In FY 2022 the board met 12 times; each director attended at least 75% of aggregate board and committee meetings. All directors attended the 2022 annual meeting. The Audit Committee met 15 times in FY 2022; the Compensation Committee met 2 times.
- Tenure: Director since 2011.
Fixed Compensation
| Metric | FY 2022 |
|---|---|
| Independent Director annual cash retainer | $90,000 |
| Committee Chair annual fee (per chair role) | $10,000 |
| Fees earned/paid in cash – Healy (OFS Capital) | $100,000 |
| Stock awards (grant-date fair value) – Healy | $0 |
| Total compensation from Fund Complex (OFS, OFS Credit, Hancock Park) – Healy | $112,500 |
Structure disclosed does not include equity grants for directors in FY 2022; independent directors are compensated via cash retainers and chair fees.
Performance Compensation
| Element | FY 2022 |
|---|---|
| Performance-based cash bonus | Not applicable/disclosed for directors |
| RSUs/PSUs granted | None (Stock Awards $0) |
| Options granted | None disclosed |
| Performance metrics (TSR, EBITDA, ESG, etc.) | None disclosed for director compensation |
Other Directorships & Interlocks
| Company | Type | Interlock/Notes |
|---|---|---|
| Hancock Park Corporate Income, Inc. | BDC advised by OFS Advisor | Healy is Lead Director; cross-fund oversight within OFS-advised complex (potential information flow/agenda overlap). |
| Consensus Cloud Solutions (CCSI) | Public technology company | Independent director; Audit Chair; unrelated to OFS but expands audit/technology expertise. |
Expertise & Qualifications
- Audit committee financial expert; deep financial oversight experience as Audit Chair at OFS and at Consensus Cloud Solutions.
- Operating executive background in telecom/technology (Accel Networks; Aura Wireless/NexGen), with prior 18 years as a private equity manager; valuation and transaction expertise.
- Lead Independent Director skills include agenda-setting, executive session leadership, and governance liaison responsibilities.
Equity Ownership
| Metric | Apr 12, 2023 | Apr 10, 2024 | Apr 16, 2025 |
|---|---|---|---|
| Shares beneficially owned | 12,235 | 13,427 | 16,669 |
| Percent of common stock | <1% | <1% | <1% |
| Dollar range of equity owned (director category) | Over $100,000 | Over $100,000 | Over $100,000 |
| Shares pledged as collateral | Yes – pledged for line of credit (RED FLAG) | Yes – pledged for line of credit (RED FLAG) | Yes – pledged for line of credit (RED FLAG) |
| Shares outstanding (reference) | 13,398,078 | 13,398,078 | 13,398,078 |
Related-Party Exposure and Conflicts (Company context)
- OFS is externally managed by OFS Advisor (wholly owned by OFSAM). Base management fee is calculated on total assets, and incentive fees include income and capital gains components; these structures can create incentives to use leverage or pursue riskier investments. Independent directors periodically review services and fees.
- Allocation/co-investment: SEC exemptive relief permits co-investments with affiliated funds subject to “required majority” approval by independent directors that terms are fair and in stockholders’ best interests.
- Governance oversight: Board (including independent directors) also approves periodic authority to issue shares below NAV, considering potential conflicts given fee base on total assets.
Governance Assessment
- Strengths
- Lead Independent Director and Audit Committee Chair with “audit committee financial expert” designation—strong oversight credentials; Audit Committee met 15 times in FY 2022, indicating high engagement.
- Board independence affirmed; each director attended ≥75% of meetings; all directors attended the 2022 annual meeting.
- Cross-board experience (Consensus Cloud Solutions Audit Chair) adds external best-practice perspective in audit and technology.
- Risks / Red Flags
- Shares pledged as collateral for a line of credit across multiple years—misalignment risk and potential forced selling under stress.
- Director pay mix is cash-only (no equity grants disclosed for FY 2022), which may reduce long-term alignment relative to equity-heavy structures.
- Interlocks within the OFS-advised fund complex (e.g., Hancock Park) necessitate vigilance on allocation, fee, and co-investment conflicts inherent in the external manager model; board processes are in place but merit continued scrutiny.
Overall: Healy brings deep financial oversight and operating expertise, enhanced by lead director responsibilities; the principal governance headwind is the ongoing pledging of personal OFS shares and an all-cash director compensation structure.