Saul Rosenthal
About Saul Rosenthal
Saul B. Rosenthal is President of Oxford Lane Capital Corp. (OXLC) and its adviser Oxford Lane Management, serving since 2010; he is also a director of OXLC and is classified as an “interested” director under the Investment Company Act of 1940. He is 56 years old (as of the 2025 proxy), with a B.S. (magna cum laude) from Wharton, a J.D. from Columbia (Harlan Fiske Stone Scholar), and an LL.M. (Taxation) from NYU; previously, he was an attorney at Shearman & Sterling. OXLC’s board has assessed overall performance and advisory fees annually and concluded they were satisfactory/reasonable versus peers, but the proxy does not disclose TSR, revenue growth, or EBITDA growth metrics tied to his compensation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shearman & Sterling LLP | Attorney | Not disclosed | Legal foundation; capital markets and corporate law experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oxford Square Capital Corp. (NasdaqGS: OXSQ) | President | Since 2004 | Leadership of affiliated BDC; adviser governance via Oxford Square Management; potential allocation conflicts managed by policies |
| Oxford Park Income Fund, Inc. | President and Director | Since 2023 | Leadership of registered closed‑end fund; co-investment potential; allocation policy in place |
| Oxford Gate Management, LLC (Oxford Gate Funds; Oxford Bridge II, LLC) | President | Since 2018 | Private fund advisory leadership; cross‑platform oversight and potential co-investments |
| Oxford Funds, LLC | Member (non‑managing member per 2024 proxy) | Not disclosed | Administrator and managing member of affiliates; economic interest in adviser profits |
| National Museum of Mathematics | Board Member | Not disclosed | Non-profit governance |
Board Service and Governance at OXLC
- First elected as OXLC director in 2010; current term expires 2027; classified as an “interested person” due to his executive roles and Oxford Funds affiliation .
- Board committees: Audit and Valuation Committees are comprised solely of independent directors; Rosenthal does not serve on these (independents: Shin, Ashenfelter, Reardon) .
- Board Chair is independent (Mark J. Ashenfelter), with regular executive sessions of independent directors and separate CCO sessions, mitigating dual-role conflicts (President + Director) .
- Board met five times in FY ended March 31, 2025; all directors attended at least 75% of Board/committee meetings .
- Independence: Rosenthal is not independent; independence reviewed annually under Nasdaq rules .
Fixed Compensation
OXLC’s executives (including the President) receive no direct compensation from OXLC; there is no compensation committee and no compensation consultants. Economic participation for Rosenthal occurs through his interest in Oxford Funds, the managing member of Oxford Lane Management, which receives advisory fees from OXLC; exact salary/bonus/equity details for Rosenthal are not disclosed at the Company level .
| Component | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Base salary (Company-paid) | — | — | Executives do not receive Company-paid compensation |
| Annual cash retainer (Director) | — | — | Interested directors receive no director fees |
| Meeting fees (Director) | — | — | Not paid to interested directors |
| Pension/SERP | — | — | Not maintained for directors; no exec disclosure at Company |
| Perquisites/Tax gross-ups | Not disclosed | Not disclosed | No disclosure in proxy |
Performance Compensation
- OXLC does not grant options/RSUs to executives; no Company equity incentive plan awards were granted in FY 2025 (nothing to report under Item 402(x)) .
- Performance metrics (revenue growth, EBITDA, TSR percentile) and bonus formulas for Rosenthal are not disclosed at the Company level; his economic interest derives from adviser profits tied to advisory fees approved annually by the Board .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed (Company-level executive incentives not granted) | — | — | — | — | — |
Equity Ownership & Alignment
- Beneficial ownership increased year-over-year; Rosenthal also holds shares via the Rosenthal 2012 Family Trust.
| Metric | FY 2024 (Record: 6/30/2024) | FY 2025 (Record: 8/27/2025) |
|---|---|---|
| Common shares beneficially owned | 4,829,887 | 7,789,887 (includes 2,315,000 via Rosenthal 2012 Family Trust) |
| Ownership % of common | 1.7% (287,023,888 shares outstanding) | 1.61% (482,902,319 shares outstanding; pre reverse split) |
| Dollar range of equity (director) | Over $100,000 | Over $100,000 |
| Options/RSUs outstanding | None (no Company plan) | None (no Company plan) |
| Shares pledged as collateral | Not disclosed | Not disclosed |
| Hedging policy | Derivatives (puts, calls, collars, forwards) prohibited for Covered Persons, except covered call writing |
Note: OXLC approved a 1‑for‑5 reverse stock split effective September 5, 2025 (trading split‑adjusted on September 8, 2025); beneficial ownership and outstanding share counts shown above reflect pre‑split figures on the FY 2025 record date .
Employment Terms
- Employment agreement, severance, change‑of‑control terms for Rosenthal are not disclosed at OXLC because executives are compensated via the adviser/administrator (Oxford Lane Management/Oxford Funds), not by OXLC directly. No Company-level severance/CIC multiples or triggers, tax gross‑ups, clawbacks, or deferred comp elections are disclosed for executives .
Related Party Transactions and Conflicts
- Advisory/administration: OXLC has an Investment Advisory Agreement with Oxford Lane Management (managed by Oxford Funds) and an Administration Agreement with Oxford Funds. Rosenthal is an Oxford Funds member, creating affiliate relationships across Oxford Lane, Oxford Square, Oxford Park, and Oxford Gate platforms .
- Allocation policy: Written policy allocates suitable investment opportunities pro‑rata among OXLC and affiliated vehicles based on order size/cash availability to mitigate conflicts .
- Co‑investment: SEC Exemptive Order (June 14, 2017) permits co‑investing with affiliates subject to “required majority” independent director approval; OXLC and its adviser have applied for updated exemptive relief to supersede the 2017 order .
- Governance: Independent chair and independent Audit/Valuation Committees; regular executive sessions with the CCO and auditors; director independence reviewed annually .
Compensation Committee Analysis
- No compensation committee; no compensation consultants engaged (executives not Company‑paid). Independent directors receive fixed retainers and meeting fees; interested directors (including Rosenthal) receive none .
Director Compensation (Rosenthal)
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Director fees (cash) | — | — |
| Committee fees | — | — |
| Equity grants (director) | — | — |
Say‑on‑Pay & Shareholder Feedback
- Not applicable; OXLC does not pay executive compensation directly and does not report say‑on‑pay approvals in the proxy .
Risk Indicators & Red Flags
- Dual roles and cross‑platform affiliations create inherent conflicts; mitigated by independent board leadership, allocation policies, and co‑investment oversight .
- Hedging restrictions reduce misalignment risk; pledging is not disclosed .
- Control Share Act election (MCSAA) may affect voting dynamics for large holders; board can exempt certain acquisitions .
- No material legal proceedings disclosed .
- No stock option repricing or awards reported in FY 2025 .
Board Governance Details (for Directors)
| Item | Details |
|---|---|
| Committees | Audit (Chair: David S. Shin), Valuation (Chair: Mark J. Ashenfelter); independent members only |
| Chair | Independent Chair: Mark J. Ashenfelter |
| Attendance | Board met 5 times in FY 2025; all directors attended ≥75% of Board/committee meetings |
| Executive sessions | Regular independent director executive sessions with auditors/counsel and with the CCO |
| Independence | Rosenthal is “interested”; independence reviewed annually under Nasdaq rules |
Employment & Retention Risk
- Contract term/expiration, non‑compete/non‑solicit, garden leave, post‑termination consulting arrangements for Rosenthal are not disclosed at OXLC (external management model) .
- Retention and incentives hinge on adviser economics (Oxford Lane Management/Oxford Funds) rather than Company‑level pay—details of adviser compensation are not provided in the proxy .
Ownership Trend and Trading Pressure
- Beneficial ownership rose from 4.83M (1.7%) to 7.79M (1.61%) year‑over‑year; includes 2.315M held via Rosenthal 2012 Family Trust, indicating increased alignment and no evidence in the proxy of option‑related selling pressure (no options program) .
- Insider trading policy restricts hedging/derivative transactions; pledging not disclosed .
Investment Implications
- Alignment: Rising direct beneficial ownership, absence of Company‑level option grants, and hedging restrictions suggest lower forced‑selling risk from vesting/option exercises; however, the lack of disclosed ownership guidelines and pledging policies leaves some alignment questions open .
- Pay‑for‑performance: Executive economics flow through the adviser (Oxford Funds/Oxford Lane Management). Without disclosed adviser compensation metrics for Rosenthal, Company shareholders cannot assess pay‑for‑performance linkage; monitoring Board advisory agreement reviews remains key .
- Governance risk: Dual executive/director roles across affiliated vehicles present conflicts mitigated by independent chair, independent committees, allocation and co‑investment frameworks; continued oversight of co‑investment practices and any changes to exemptive relief is warranted .
- Trading signals: Reverse split (1‑for‑5) effective September 2025 may affect liquidity and retail investor dynamics; control share provisions can influence voting power concentrations—both relevant for governance outcomes and activist potential .