Jonathan Cohen

About Jonathan Cohen

Jonathan H. Cohen is Chief Executive Officer of Oxford Lane Capital Corp. (OXLC) and Oxford Lane Management, serving since 2010; he is also an OXLC director and an “interested person” under the Investment Company Act due to his roles at OXLC’s adviser and administrator . He is 60, holds a B.A. in Economics from Connecticut College and an M.B.A. from Columbia University . Recent company performance under his leadership for Q1 FY2026: NAV/share declined to $4.12 from $4.32 QoQ; GAAP total investment income was ~$124.0 million; GAAP net investment income was ~$75.1 million ($0.16/share); Core NII was ~$112.4 million ($0.24/share) . Weighted average cash distribution yield on CLO equity rose to 21.6% from 20.5% QoQ; weighted average effective yield was 14.7% (down from 15.9%) .

Past Roles

External Roles

Board Governance

• Board Chair is independent director Mark J. Ashenfelter; independent leadership mitigates CEO/Chair dual‐role concerns .
• Committees are solely independent directors; regular executive sessions without management and interested directors .
• Meetings FY2025: Board met 5 times; all directors attended ≥75% of Board/committee meetings .

Independence: Cohen is classified “interested” due to positions at OXLC’s adviser and administrator; independent director determinations made annually under NASDAQ and 1940 Act definitions .

Fixed Compensation

OXLC does not pay its executive officers directly; therefore, Cohen receives no base salary, bonus, or equity from OXLC. He participates economically via his ownership interest in Oxford Funds, the managing member of OXLC’s adviser (Oxford Lane Management), sharing in adviser profits from fees under the Investment Advisory Agreement .

Context on company-paid administration: OXLC reimbursed the administrator (Oxford Funds) ~$1,327,567 for allocable compensation of CFO, Controller, and admin staff in FY2025; CCO services ~$120,000 . Prior year reimbursed ~$1,058,000; CCO ~$120,000 .

Performance Compensation

Cohen’s economics are tied to adviser profitability (Oxford Lane Management via Oxford Funds), not explicit OXLC performance metrics. No RSUs/PSUs/options are granted by OXLC to executives; no options were granted in FY2025 . OXLC has no compensation committee because executives are not paid directly by the company .

Equity Ownership & Alignment

• Hedging policy: Covered persons are prohibited from derivative hedging (options, puts, calls, collars, forward sale contracts), other than covered call writing, under OXLC’s Code of Ethics and Insider Trading Policy .
• Pledging: No explicit disclosure on stock pledging in the proxy materials reviewed .

Employment Terms

• Status: External management structure; Cohen is not compensated directly by OXLC and no employment contract terms (severance, change of control, non‐compete, etc.) are disclosed for OXLC executives .
• Governance of related parties: Cohen controls Oxford Funds (administrator and managing member of Oxford Lane Management). Transactions and potential conflicts are managed through policies, independent director oversight, and an SEC co‐investment exemptive order (2017), with a new exemptive relief application submitted .
• Insider trading policy prohibits hedging derivatives; communications to Board via published channels; company elected Maryland Control Share provisions .

Performance & Track Record (select)

Operational highlights: ~$441.8 million of additional CLO investments; ~$120.7 million received from sales/repayments; ~25.8 million common shares issued via ATM for net proceeds of ~$116.4 million; Board authorized 1‐for‐5 reverse split; declared $0.08 monthly distributions for Oct–Dec (pre split) . CLO market activity and strategy commentary provided by management, including relative value trading and reinvestment period extension .

Investment Implications

• Pay-for-performance alignment: Cohen’s economics accrue via the adviser’s fee structure (Oxford Lane Management through Oxford Funds) rather than direct OXLC metrics, reducing line-of-sight to explicit TSR/ROE targets but tightly coupling incentives to AUM/fee generation and long-term portfolio performance overseen by independent Board committees . Reverse split and ongoing ATM issuance suggest active capital structure management; cash yields on CLO equity remain elevated, supporting distributable income .
• Retention risk: Multi‐platform leadership roles across Oxford Square, Oxford Park, and Oxford Gate indicate entrenched management and network scale, lowering near-term departure risk but elevating resource allocation conflicts; conflict-management policies and independent oversight (Audit/Valuation Committees; SEC exemptive order) partially mitigate .
• Trading signals: Hedging is restricted under insider policy; beneficial ownership rose from ~4.86 million shares (Jun 2024) to ~7.82 million (Aug 2025), though percentage declined slightly due to share count growth—net indicates increased absolute alignment; no pledging disclosed .
• Governance quality: Independent chair and independent committees reduce dual-role concerns; interested directors do not receive director fees; directors met attendance thresholds; absence of a compensation committee is structurally reasonable given no direct executive pay from OXLC .
• Key red flags to monitor: Related party transactions and adviser profitability (fee structure) ; market valuation of CLO equity (effective/cash yields variability) ; any future changes to co-investment relief .