George Stelljes III
About George Stelljes III
Independent director first elected in 2016; age 63. Managing Partner of St. John’s Capital, LLC; previously held senior roles at Gladstone companies (BDC and REIT platforms). MBA from University of Virginia; BA in Economics from Vanderbilt University. Designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gladstone Capital Corporation (BDC) | Chief Investment Officer, President, Director | 2001–2013 | Senior leadership of investment, operations, board-level oversight |
| Gladstone Investment Corporation (BDC) | Chief Investment Officer, President, Director | 2001–2013 | Senior leadership and board service |
| Gladstone Commercial Corporation (REIT) | Senior positions | 2001–2013 | Real estate investment leadership |
| Gladstone Management Corporation (Registered IA) | Senior positions | 2001–2013 | Adviser leadership across Gladstone entities |
| Patriot Capital & Patriot Capital II (Private equity funds) | General Partner, Investment Committee Member | 2001–2012 | Investment committee responsibilities |
| Camden Partners | Managing Member | 1999–2001 | Private equity investing across growth sectors |
| Columbia Capital | Managing Director & Partner | 1997–1999 | Venture capital in communications and IT |
| Allied Capital companies | Executive Vice President & Principal (various positions) | 1989–1997 | Principal investing and leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| St. John’s Capital, LLC | Managing Partner | Current | Private equity investment vehicle management |
| Bluestone Community Development Fund (closed-end interval fund) | Chairman of the Board | Current | Board leadership of investment company |
| National Association of Small Business Investment Companies | Former Board Member & Regional President | Past | Industry association governance |
Board Governance
- Independence: Not an “interested person” under the 1940 Act; Board determined he is independent per NASDAQ rules.
- Committee memberships:
- Audit Committee member; designated audit committee financial expert.
- Nominating & Corporate Governance Committee Chair.
- Valuation Committee Chair.
- Compensation Committee member.
- 2024 meeting cadence: Board (4), Audit (4), Valuation (4), Nominating (1), Compensation (1). Each incumbent director attended at least 75% of Board and applicable committee meetings.
- Board leadership: Chairman of the Board is independent (Steven P. Novak); independent directors meet regularly in executive session without management.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Directors) | $90,000 | Cash retainer |
| Audit Committee Chair fee | $10,000 | Not applicable to Stelljes (not Chair) |
| Valuation Committee Chair fee | $7,500 | Stelljes is Chair |
| Nominating & Corporate Governance Chair fee | $5,000 | Stelljes is Chair |
| Compensation Committee Chair fee | $5,000 | Not applicable to Stelljes (not Chair) |
| Meeting fees – Board | $4,000 per meeting | Plus reimbursed expenses |
| Meeting fees – Audit | $1,500 per meeting | Plus reimbursed expenses |
| Meeting fees – Valuation | $1,500 per meeting | Plus reimbursed expenses |
| Meeting fees – Nominating & Corp Gov | $1,000 per meeting | Plus reimbursed expenses |
| Meeting fees – Compensation | $1,000 per meeting | Plus reimbursed expenses |
| 2024 total fees paid (Stelljes) | $132,500 | Reported total cash compensation |
| Stock/Options/Non-equity incentive/Pension | None | Company does not maintain such plans for directors |
Performance Compensation
| Item | Disclosure | Notes |
|---|---|---|
| Director performance-based pay metrics | Not applicable | No performance or equity-based director plan disclosed |
| Stock option grants (2024) | None | No option-like instruments granted in 2024 |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards (outside OXSQ) | None disclosed in proxy biography |
| Shared directorships with competitors/suppliers/customers | None disclosed |
| Related-party transactions involving Stelljes | None disclosed; related-party disclosures focus on adviser/affiliates (Cohen, Rosenthal, Royce) |
Expertise & Qualifications
- More than 25 years in investment analysis, management, and advisory; deep BDC, REIT, private equity, and venture capital experience.
- MBA (University of Virginia) and BA in Economics (Vanderbilt University).
- Audit Committee Financial Expert designation, supporting financial reporting oversight.
Equity Ownership
| Metric | Value | Source/Notes |
|---|---|---|
| Beneficially owned shares | 34,000 | As of record date |
| Dollar range | $50,001–$100,000 | Based on $2.20 closing price on record date |
| Shares outstanding (record date) | 76,027,372 | For context on ownership % |
| Ownership as % of outstanding | ~0.045% | Calculated from 34,000 / 76,027,372; less than 1% per proxy table |
| Vested vs. unvested shares | Not disclosed | No director equity plan |
| Options (exercisable/unexercisable) | None disclosed | No director option plan; no 2024 grants |
| Shares pledged as collateral | Not disclosed | No pledge disclosure in proxy |
| Hedging policy | Hedging/monetization prohibited except covered calls (requires pre-clearance) | Company-wide policy for directors, officers, employees |
| Ownership guidelines | Not disclosed | No director ownership guidelines disclosed |
Governance Assessment
- Strengths: Independent director with audit committee financial expert designation; chairs both Valuation and Nominating & Corporate Governance—key levers for fair value and board composition; attended at least 75% of meetings; and holds personal share ownership (34,000 shares). Cash-only director pay avoids complex equity structures; hedging is restricted, supporting alignment.
- Oversight posture: Independent directors (including Stelljes) annually review and re-approve the Investment Advisory Agreement; the Board concluded fees/advisory structure are reasonable relative to peers and services.
- Potential watch items: Externally managed structure with affiliated entities (Oxford Square Management/Oxford Funds) presents inherent conflict risks; independent committees and co-investment policies/SEC order mitigate via required-majority review, but continued vigilance is warranted. No related-party transactions disclosed involving Stelljes.
- Red flags observed: None specific to Stelljes—no pledging disclosed, hedging restricted, attendance threshold met; director compensation appears consistent with fee schedule and chair roles.