David Shin
About David S. Shin
Independent director of Oxford Lane Capital Corp. (OXLC) since 2010; term expires in 2027. Age 57. He is currently Head of Capital Markets at Amergin Asset Management and was previously an asset management and investment banking professional (Perella Weinberg Partners, Global Atlantic’s Infinity Transportation, Bentley Associates, Deutsche Bank, Citigroup, Merrill Lynch, Dean Witter). Education: B.S., magna cum laude, The Wharton School (UPenn); J.D., Columbia Law School. The Board has determined he is independent under Nasdaq and the 1940 Act, and he serves as OXLC’s Audit Committee Chair and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amergin Asset Management | Head of Capital Markets | Present | Capital markets expertise; relevant for audit and valuation oversight |
| Global Atlantic – Infinity Transportation | Head of Business Development | 2016 – Mar 2021 | Transportation/real assets focus; origination/BD experience |
| Innovatus Capital Partners (Perella Weinberg–managed assets) | Asset management consultant | Jan–Nov 2016 | Credit/asset management exposure |
| Perella Weinberg Partners | Asset management professional | 2011 – 2016 | Institutional asset management |
| Bentley Associates | Managing Director | 2010 – 2011 | Investment banking leadership |
| Deutsche Bank Securities (Global REIB) | Investment banker | 2005 – 2008 | Real estate capital markets |
| Citigroup Global Markets (Real Estate & Lodging) | Investment banker | 2004 – 2005 | Real estate sector coverage |
| William Street Advisors (affil. Saratoga Management) | Financial advisory | 2002 – 2004 | Advisory experience |
| Merrill Lynch & Co. (M&A Group) | Investment banker | 1996 – 2002 | M&A execution |
| Dean Witter Reynolds (Healthcare Group) | Investment banker | 1995 – 1996 | Healthcare coverage |
| KPMG Peat Marwick (Financial Institutions) | Corporate Tax (CPA) | 1990 – 1992 | CPA foundation (financial reporting/tax) |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Oxford Park Income Fund, Inc. | Director | Present | “Fund Complex” affiliate; separate closed-end fund in same complex |
| Amergin Asset Management | Head of Capital Markets | Present | External executive role (not a board seat) |
Board Governance
| Topic | Details |
|---|---|
| Independence | Not an “interested person” under the 1940 Act; meets Nasdaq and Rule 10A‑3 independence; Board classifies him as independent |
| Committees | Audit Committee (Chair); Valuation Committee (member) |
| Financial Expert | Designated “audit committee financial expert” under Reg S‑K Item 407 |
| Meetings/Attendance | FY2025: Board met 5x; Audit met 4x; all directors attended ≥75% of Board/committee meetings. FY2024: Valuation Committee met 4x |
| Audit Committee Report | Signed by David S. Shin (Chair), recommended inclusion of audited financials in FY2025 N‑CSR; recommended PwC LLP as auditor for FY2026 |
| Annual Meeting | Directors are required to make diligent efforts to attend annual stockholder meetings |
Fixed Compensation (Director)
| Fiscal Year | Fees Earned (OXLC) | Aggregate Compensation from Fund Complex | Notes |
|---|---|---|---|
| FY2025 | $128,000 | $133,000 | Higher than peers due to Audit Chair stipend; figures exclude equity/option plans (none) |
| FY2024 | $123,000 | $126,750 | Cash-only director pay structure |
| Cash Fee Policy (Independent Directors) | Amount |
|---|---|
| Annual retainer | $90,000 |
| Per Board meeting | $4,000 (plus reasonable expenses) |
| Per Audit Committee meeting | $1,500 (plus reasonable expenses) |
| Per Valuation Committee meeting | $1,500 (plus reasonable expenses) |
| Audit Committee Chair annual stipend | $10,000 |
Performance Compensation
| Item | Disclosure |
|---|---|
| Non‑equity incentive plan for directors | None; no director bonus program disclosed |
| Stock/Option awards to directors | None; no stock option plan for directors |
| Pension/SERP for directors | None |
Interpretation: OXLC uses a cash retainer/meeting-fee model for independent directors; no equity or performance-linked director compensation, reducing pay-for-performance alignment but limiting dilution and option-related risks .
Other Directorships & Interlocks
| Company | Type | Role | Relationship/Interlock |
|---|---|---|---|
| Oxford Park Income Fund, Inc. | Public (closed-end fund) | Director | Same “Fund Complex” as OXLC; aggregated compensation disclosed across complex |
Expertise & Qualifications
- Capital markets and investment banking background across M&A, real assets, and asset management; prior CPA and J.D. support strong financial and legal literacy .
- Designated “audit committee financial expert,” aligning with his chair role on Audit Committee .
- Educational credentials: Wharton B.S. (magna cum laude); Columbia Law J.D. .
Equity Ownership
| As of Record Date (FY2024 Proxy) | Beneficial Ownership Dollar Range | Notes |
|---|---|---|
| David S. Shin | $10,001 – $50,000 | Determined using $5.24 closing price on Record Date; range under Rule 16a‑1(a)(2) |
Governance Assessment
- Positives: Independent director, Audit Committee Chair, and designated financial expert; committee actively met (Audit 4x in FY2025), Board met 5x, and all directors achieved ≥75% attendance—indicators of baseline engagement and oversight. The Audit Committee report, signed by Shin, recommended PwC as auditor and inclusion of audited financials, evidencing active oversight of external audit and internal control certifications .
- Compensation/Alignment: Director pay is cash-only with clear chair and meeting fee differentials; no director equity plan or incentive plan. Shin’s ownership is modest ($10k–$50k range as of FY2024 record date), which suggests limited equity alignment relative to companies with mandatory director stock units, though such structures are less common among externally managed 1940 Act funds .
- Conflicts/Related Parties: OXLC’s external management structure creates potential conflicts across affiliated entities (Oxford Funds-managed advisers; Oxford Square; Oxford Park Income Fund). Mitigants include a written allocation policy across affiliates and reliance on an SEC co‑investment exemptive order requiring a “required majority” of independent directors (including Shin) to approve co‑investments as fair and in stockholders’ interests—placing significant fiduciary responsibility on the Audit/independent directors .
- RED FLAGS to monitor:
- Fund complex interlocks (Shin serves as a director at Oxford Park Income Fund) can create perceived alignment or time-commitment concerns within the complex; continued transparency on allocation policy application and co‑investment approvals is key .
- Modest personal stock ownership range may be interpreted as lower “skin in the game” versus director DSU/RSU programs at other issuers; however, OXLC’s structure pays directors in cash and does not grant equity to directors .
Bottom line: Shin brings deep financial, legal, and capital markets expertise as Audit Chair and financial expert, a strong fit for OXLC’s valuation- and audit-centric oversight needs. Primary governance sensitivity is the externally managed, multi‑affiliate structure; independent director oversight of related‑party allocations and co‑investments is the key safeguard where Shin’s committee leadership is central .