Mark Ashenfelter

About Mark J. Ashenfelter

Mark J. Ashenfelter is an independent director of Oxford Lane Capital Corp. (OXLC), currently serving as Chairman of the Board. He has been on the Board since 2010 and is age 65. He is Senior Vice President and General Counsel of Haebler Capital (since 1994), with prior legal roles at Cravath, Swaine & Moore (1985–1992) and Cadwalader, Wickersham & Taft (1992–1994). He holds a B.A. from Harvard (cum laude), a J.D. from New York Law School (magna cum laude, Managing Editor of the Law Review), and an LL.M. in Taxation from NYU School of Law .

Past Roles

External Roles

Board Governance

• Board leadership: Independent Board Chairman; OXLC explicitly cites his independence from the investment adviser as mitigating perceived conflicts and promoting stockholder interests .
• Independence: Determined independent under NASDAQ rules and 1940 Act (not an “interested person”); only the CEO (Cohen) and President (Rosenthal) are non-independent .
• Committees:
  • Audit Committee member (committee composed of Shin [Chair], Ashenfelter, Reardon); met 4 times in FY ended March 31, 2025 .
  • Valuation Committee Chair (committee composed of Ashenfelter [Chair], Shin, Reardon); met 4 times in FY ended March 31, 2025 .
• Attendance: Board met 5 times in FY ended March 31, 2025; all directors attended at least 75% of aggregate Board and committee meetings .
• Elections: Ashenfelter’s seat is elected solely by holders of OXLC Preferred Stock voting as a single class; nominated for a new 3-year term expiring in 2028 (first elected 2010) .
• Executive sessions: Independent directors meet in executive session with external auditors and independent legal counsel; the Chief Compliance Officer meets separately with independent directors at least quarterly .

Committee Assignment Summary

Fixed Compensation

Director fee schedule (independent directors):

• Annual retainer: $90,000 .
• Per Board meeting: $4,000 + expense reimbursement .
• Per Valuation Committee meeting: $1,500 + expense reimbursement .
• Per Audit Committee meeting: $1,500 + expense reimbursement .
• Audit Committee Chair additional annual fee: $10,000 (Ashenfelter is not Audit Chair) .

Performance Compensation

OXLC does not maintain a stock option plan, non‑equity incentive plan, or pension plan for directors; no equity awards or option-like instruments were granted in FY 2025 to directors .

Other Directorships & Interlocks

• Independent directors also oversee valuation and audit across OXLC and are involved in co‑investment oversight under SEC exemptive order requirements (required majority of independent directors must approve certain affiliate co‑investments) .

Expertise & Qualifications

• Corporate and investment company legal expertise (General Counsel of Haebler Capital), providing Board insight and perspective per OXLC’s assessment .
• Advanced tax credentials (LL.M., NYU) and strong legal training (J.D. magna cum laude; Harvard B.A. cum laude) .
• Experienced independent Board leadership as Chairman, which OXLC views as mitigating adviser-related conflicts and aligning governance with stockholder interests .

Equity Ownership

Hedging policy and alignment:

• Hedging transactions involving options, puts, calls, zero-cost collars, forwards, or other derivatives in OXLC securities are prohibited for covered persons (other than covered call writing), indicating a governance stance to reduce misalignment risk .

Governance Assessment

• Strengths:

  • Independent Board Chairman with deep investment-company legal experience; OXLC explicitly cites his independence from the adviser as mitigating perceived conflicts and promoting stockholder interests .
  • Active committee leadership: Chair of the Valuation Committee; member of the Audit Committee; both committees met 4 times in FY 2025, reflecting engagement in risk oversight and valuation rigor .
  • Attendance: Board met 5 times; all directors met ≥75% aggregate attendance across Board and committees, signaling engagement .
  • Ownership alignment: Holds 30,000 common shares; dollar range over $100,000; independent directors own no preferred shares, aligning incentives to common stockholder outcomes .

• Structural nuances / potential concerns:

  • Seat elected solely by Preferred shareholders, which structurally allocates representation to preferred holders; common holders do not vote on his seat, which is a governance design choice to note for investor analyses .
  • Interlocks within affiliated Oxford fund entities (e.g., Oxford Park Income Fund) may require heightened vigilance; however, OXLC maintains allocation policies and requires a “required majority” of independent directors for affiliate co‑investments under SEC exemptive relief to mitigate conflicts .
  • Director pay is entirely cash-based with no equity retainer or performance-linked components; while clean from a pay-for-performance controversy standpoint, it provides less automatic equity linkage versus programs that include director stock units—OXLC discloses no equity awards or option plans for directors .

• Other indicators:

  • Executive sessions with auditors and independent counsel, and quarterly CCO sessions, indicate robust independent oversight processes .
  • No material legal proceedings disclosed against OXLC, its adviser, or administrator as of the proxy date .

Related-Party Exposure and Controls

• Adviser/administrator relationships are concentrated within the Oxford complex (Oxford Lane Management/Oxford Funds), with potential conflicts addressed via formal allocation policies and independent director approvals for affiliate co‑investments under the 2017 SEC exemptive order; OXLC has applied for updated exemptive relief to supersede the prior order .

Compensation Committee and Say‑on‑Pay Context

• OXLC has no compensation committee and does not engage compensation consultants because executive officers do not receive direct compensation from the Company; independent director compensation is as disclosed above, with no option or incentive plans .