Barry A. Osherow
About Barry A. Osherow
Barry A. Osherow, age 52, is an independent director of Oxford Square Capital Corp. (OXSQ). He was first elected to the Board in 2022 and is nominated to serve a term expiring in 2028; he is not an “interested person” under the Investment Company Act of 1940. He holds a B.S. from Babson College with a concentration in International Business and brings 25+ years of finance and middle‑market credit experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oxford Square Capital Corp. | Principal; founding team member | 2002–2008 | Early platform build; middle‑market credit experience |
| Enhanced Capital Partners, Inc. | Managing Partner; Investment Committee Member (SBIC fund) | Prior to 2016 | Led debt investments; SBIC fund governance |
| Enhanced Capital Partners, Inc. | Managing Director; Head of Debt Investments | Prior to 2016 | Oversaw debt portfolio and underwriting |
| Wit Capital / SoundView Technology Group | Associate, Private Equity Group; founding team (1996) | From 1996 | Raised private equity for tech/Internet businesses |
| Spring Street Brewing Company | Vice President, Business Development | Prior | Business development leadership |
| Lehman Brothers | Associate | Prior | Investment banking associate experience |
External Roles
| Organization | Role | Status | Focus |
|---|---|---|---|
| Level Equity Management, LLC | Partner; manages structured capital business | Current | Rapidly growing software and technology‑driven businesses |
No other public company directorships are disclosed in OXSQ’s proxy.
Board Governance
- Independence: Determined independent under NASDAQ rules and the 1940 Act; not an “interested person.”
- Committees:
- Audit Committee: Chair (Osherow); members Osherow, Novak, Stelljes; Novak and Stelljes are “audit committee financial experts.”
- Nominating & Corporate Governance Committee: Member; Stelljes is Chair.
- Valuation Committee: Member; Stelljes is Chair.
- Compensation Committee: Member; Novak is Chair.
- Attendance/Engagement: In 2024 the Board met 4 times; Audit 4; Valuation 4; Nominating & Corporate Governance 1; Compensation 1. Each incumbent director attended at least 75% of aggregate Board and committee meetings.
- Board leadership: Independent Chairman of the Board (Steven P. Novak). Independent directors meet in executive session; the Chief Compliance Officer meets separately with independent directors at least quarterly.
Fixed Compensation
| Component | Annual / Per‑Meeting Amount | Notes |
|---|---|---|
| Independent Director Annual Fee (cash) | $90,000 | Paid to each independent director |
| Chairman of Board (cash add’l) | $30,000 | Applies to Chairman, not Osherow |
| Audit Committee Chair (cash add’l) | $10,000 | Osherow receives as Audit Chair |
| Valuation Committee Chair (cash add’l) | $7,500 | Chair is Stelljes |
| Nominating & Corporate Governance Chair (cash add’l) | $5,000 | Chair is Stelljes |
| Compensation Committee Chair (cash add’l) | $5,000 | Chair is Novak |
| Board meeting fee | $4,000 per meeting + expenses | Applies to independent directors |
| Valuation Committee meeting fee | $1,500 per meeting + expenses | |
| Audit Committee meeting fee | $1,500 per meeting + expenses | |
| Nominating & Corporate Governance meeting fee | $1,000 per meeting + expenses | |
| Compensation Committee meeting fee | $1,000 per meeting + expenses | |
| 2024 Total Fees Paid to Barry A. Osherow | $130,000 | Actual cash compensation in 2024 |
Performance Compensation
| Item | Status | Details |
|---|---|---|
| Stock/Option Plans for Directors | None | “We do not maintain a stock or option plan, non‑equity incentive plan or pension plan for our directors.” |
| Option/Equity Grants in 2024 | None | “The Company did not grant awards of stock options… during fiscal year 2024.” |
| Performance Metrics (TSR, EBITDA, etc.) | N/A | Directors compensated via fixed cash retainers and fees; no performance‑linked pay disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| Not disclosed | — | — | No other public company board service disclosed in proxy |
Expertise & Qualifications
- 25+ years as finance executive; extensive middle‑market credit experience; structured capital expertise via Level Equity.
- Prior OXSQ Principal and founding team member (institutional knowledge of platform).
- Babson College B.S., concentration in International Business.
- Governance credentials include service and chair role on Audit Committee plus service on other key Board committees.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Dollar Range |
|---|---|---|---|
| Barry A. Osherow | 1,863 shares | ~0.0025% (1,863 / 76,027,372) | $1–$10,000 (based on $2.20 closing price at record date) |
- Hedging Policy: Company prohibits hedging/monetization transactions in OXSQ securities, except covered call writing with pre‑clearance; applies to directors.
- Pledging: Not disclosed in proxy.
Governance Assessment
- Strengths:
- Independent director with audit chair responsibilities and membership across key committees, supporting board effectiveness and oversight breadth.
- Governance structure features independent chair, executive sessions, and quarterly CCO sessions, indicating robust oversight processes.
- Attendance threshold met (≥75%) and clear committee meeting cadence.
- Potential concerns:
- Low personal share ownership (1,863 shares; $1–$10,000 range) may signal limited economic alignment relative to governance influence.
- Covered call exception within hedging policy permits limited monetization; while controlled via pre‑clearance, it is less restrictive than an absolute hedge/derivative ban.
RED FLAGS
- Low ownership alignment: 1,863 shares and $1–$10,000 dollar range versus key governance roles.
Related-party exposure: None indicated for Mr. Osherow; independence affirmed. Broader adviser/affiliate conflicts are disclosed at the company level with co‑investment exemptive order controls and annual advisory agreement review by independent directors.