Jeffrey Cerny
About Jeffrey A. Cerny
Jeffrey A. Cerny (age 62) is a Class III Director of OFS Capital Corporation; he has served on the Board since 2015 and his current term expires in 2027 . He retired from his officer positions (Chief Financial Officer and Treasurer) effective March 31, 2025, but remains on the Board; he is deemed an “interested person” under the 1940 Act, not an independent director . Cerny holds a B.S. in Finance (Northern Illinois University), a Masters of Management in Finance and Economics (Kellogg School at Northwestern), and a J.D. (DePaul); he is NACD Directorship Certified and has a CERT Certificate in Cyber Oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OFS Capital Corporation | Chief Financial Officer & Treasurer; Secretary (prior) | CFO/Treasurer 2014–Mar 31, 2025; Secretary 2011–2014 | Senior finance oversight; transitioned out of officer roles in 2025 |
| OFS Advisor; Orchard First Source Capital, Inc. (OFSC); OFSAM Holdings; OFSAM | Senior Managing Director; Chief Financial Officer; Investment committee member; VP/CFO roles | Resigned Mar 31, 2025 from listed roles | Broad investment and finance leadership across affiliates; investment committee participation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OFS Credit Company, Inc. | Director | Current; Board service noted in biography | Affiliated, publicly traded closed-end fund; listed as “Other Public Company Boards: 1” in summary |
Board Governance
- Independence status: Interested Director; not counted among independent directors .
- Committee assignments: None listed for Cerny in 2025 summary (“—” under committee memberships) .
- Board structure: Three standing committees (Audit; Compensation; Nominating & Corporate Governance), each comprised solely of independent directors; Elaine E. Healy serves as Lead Independent Director .
- Board/committee engagement: Board met 6 times in FY 2024; each director attended at least 75% of Board and committee meetings; Audit held 11 meetings; Compensation 2; Nominating 2 in FY 2024 .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Fiscal 2024 | — | — | — | — |
| Note: No compensation is paid to directors who are “interested persons” . |
Performance Compensation
- Not applicable. OFS does not report director performance-based equity or bonuses for “interested” directors; none disclosed for Cerny .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Affiliation/Interlock |
|---|---|---|---|
| OFS Credit Company, Inc. | Director | Not disclosed in OFS Capital proxy | Affiliated entity within the OFS fund complex |
Expertise & Qualifications
- Finance, law, and corporate governance expertise (Finance B.S.; Masters of Management in Finance/Economics; J.D.) .
- Senior roles across OFS affiliates and investment committees, indicating depth in credit, underwriting, portfolio compliance, and structured finance .
- NACD Directorship Certified and CERT Certificate in Cyber Oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | Notes |
|---|---|---|---|
| Jeffrey A. Cerny | 30,000 | Less than 1% | As of April 16, 2025; 13,398,078 shares outstanding |
| Additional pledge context (potential conflict signal): 2,946,473 shares owned by OFSAM Holdings are pledged as security for a revolving credit facility; Mr. Ressler disclaims beneficial ownership except for pecuniary interest; OFSAM Holdings ownership structure is affiliated with OFS; this pledge increases complexity around control and financing . |
Governance Assessment
- Strengths:
- Cerny’s extensive finance and legal credentials support Board oversight of complex BDC activities and affiliate structures .
- Committees are fully independent; Cerny does not sit on them, which helps mitigate direct committee-level conflicts .
- Documented Board evaluation process covers attendance, preparation, and performance, indicating focus on governance quality .
- Concerns/RED FLAGS:
- Independence: Cerny is an “interested person” and has held multiple senior roles across OFS affiliates; this creates inherent conflict risk, especially given OFS Advisor’s fee structure based on assets and incentive fees on income, which could bias leverage or valuation decisions .
- Related-party and co-investment complexity: The exemptive relief permits co-investments subject to conditions; allocation and multi-level capital structure positions can create competing priorities across affiliated accounts .
- Pledged shares: Significant OFSAM Holdings share pledge is a governance sensitivity (control/liquidity risk); while not attributed to Cerny personally, it is within the related-party ecosystem .
- Attendance/engagement: Overall Board and committee attendance thresholds were met in FY 2024; individual director attendance beyond the 75% threshold is not separately disclosed for Cerny .
Implication for investor confidence: Cerny’s continued Board role brings deep institutional knowledge; however, his “interested” status and extensive affiliate ties heighten conflict vigilance needs. The fully independent committee structure and Lead Independent Director role are important mitigants. Investors should monitor: (i) related-party transactions, (ii) asset-based fee incentives and leverage decisions, and (iii) co-investment allocations across affiliates .