Romita Shetty
About Romita Shetty
Romita Shetty, age 58, is a Class II independent director of OFS Capital Corporation, serving since 2021; her current term expires in 2026 . She holds a BA (Honors) in History from St. Stephen’s College (India) and a Master of International Affairs from Columbia University, and brings over 30 years of fixed income and credit experience including structured credit, special situations, and risk management . She chairs the Nominating and Corporate Governance Committee and serves on the Audit and Compensation Committees; the Board has determined she is independent under Nasdaq and 1940 Act standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DA Management / DA Capital | Partner; Principal of DA Companies; led The Shopping Lab (Grocery Buddy); President of DA Capital Asia Pte Ltd | Recent years; prior management role in Asia | Focused on special situations, structured credit, private investments; portfolio company board participation |
| Lehman Brothers | Led Global Special Opportunities (proprietary investing) | 2007–2008 | Proprietary capital deployment in special opportunities |
| Royal Bank of Scotland (RBS) | Co-led North American structured equity/credit; Global Alternative Investment products | 2004–2006 | Structured credit and alternative investment product leadership |
| JP Morgan | Led Global Structured Credit Derivatives; Financial Institutions Solutions; CDO businesses | 1997–2004 | Built structured credit platforms and FI solutions |
| Standard & Poor’s | Credit ratings analyst/manager (ABS, municipal, FI); managed part of ABS ratings | Began in 1990 | Broad ratings coverage and ABS management experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OFS Credit Company, Inc. | Director | Current | Public BDC within OFS “fund complex”; affiliate context for oversight |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Nominating & Corporate Governance Committee chair .
- Independence: Board determined Shetty is independent under Nasdaq rules and not an “interested person” under the 1940 Act .
- Attendance: In fiscal 2024, the Board met six times and each director attended at least 75% of the aggregate of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Committee activity in FY2024: Audit Committee held 11 meetings; Compensation Committee held 2; Nominating & Corporate Governance Committee held 2 .
- Board leadership: OFS combines Chair and CEO roles with a Lead Independent Director (Elaine Healy) who presides over executive sessions; three of five directors are independent and all key committees comprise independent directors .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash fees ($) | 100,000 | 100,000 |
| Stock awards ($) | — | — |
| Total compensation from OFS Capital ($) | 100,000 | 100,000 |
| Total compensation from Fund Complex ($) | 160,000 | 160,000 |
| Structure notes | Independent directors receive $90,000 annual fee; each committee chair receives $10,000 (Shetty chairs Nominating) |
Performance Compensation
| Element | FY 2023 | FY 2024 |
|---|---|---|
| Equity grants (RSUs/PSUs) | Not awarded (— in proxy table) | Not awarded (— in proxy table) |
| Options | Not awarded (no option column disclosed for directors) | Not awarded (no option column disclosed for directors) |
| Performance-linked cash metrics | Not disclosed for directors (proxy shows fixed cash retainers and chair fees) |
Other Directorships & Interlocks
| Company | Relationship | Interlock/Notes |
|---|---|---|
| OFS Credit Company, Inc. | Director | Within the OFS fund complex advised/sub-advised by OFS Advisor; other OFS executives/directors also serve across affiliates, creating affiliate oversight context . |
Expertise & Qualifications
- Fixed income and structured credit expert with leadership roles at Lehman, RBS, JP Morgan; prior ratings experience at S&P; advanced international affairs training at Columbia .
- Governance capabilities emphasized by chairing the Nominating & Corporate Governance Committee, including board evaluations and succession planning oversight .
- Board skills matrix highlights risk management and governance competencies; company underscores diversity of expertise as valuable to decision-making .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Dollar Range |
|---|---|---|---|
| Romita Shetty | 0 | N/A | None |
| Shares pledged (Shetty) | None disclosed (Healy has pledged; OFSAM Holdings’ shares are pledged for a facility) |
Governance Assessment
- Positives: Independent director; chairs Nominating & Corporate Governance Committee; serves on Audit and Compensation; Audit Committee reviews/approves related person transactions; strong risk management background; director attendance at or above 75% in FY2024; all directors attended 2024 annual meeting .
- Alignment concerns: Shetty holds no OFS shares (dollar range “None”), implying low direct equity alignment; director pay is 100% cash with no recurring equity grants in 2023–2024 .
- Structural conflicts: OFS operates with an external adviser (OFS Advisor) earning base and incentive fees ($5.99m and $4.18m in 2024), and the fund complex/affiliate relationships can create valuation and incentive conflicts; Audit Committee oversight and independent committee composition partially mitigate risks .
- Policy red flag (potential): Hedging transactions by directors are not expressly prohibited by the Code of Ethics (preclearance required), which can weaken alignment if used; no indication Shetty herself hedges .
- Board oversight strength: Lead Independent Director presides over executive sessions; three of five directors are independent; independent-only key committees; regular executive sessions without management present .