Saul B. Rosenthal
About Saul B. Rosenthal
Saul B. Rosenthal is President of Oxford Square Capital Corp. (OXSQ) and Oxford Square Management, serving since 2004. He is 56 and was previously an attorney at Shearman & Sterling LLP; he holds a B.S., magna cum laude, from Wharton, a J.D. from Columbia Law School (Harlan Fiske Stone Scholar), and an LL.M. (Taxation) from NYU School of Law; he serves on the board of the National Museum of Mathematics . He also serves as President and Director of Oxford Lane Capital Corp. and President of Oxford Lane Management (since 2010), President and Director of Oxford Park Income Fund, Inc. and President of Oxford Park Management (since 2023), and President of Oxford Gate Management (since 2018) . OXSQ is an externally managed BDC investing primarily in corporate debt and CLO equity, with advisory fees tied to gross assets and net investment income hurdles, which drive compensation flows to Oxford Funds (the adviser’s managing member) in which Rosenthal has an ownership interest .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shearman & Sterling LLP | Attorney | Not disclosed | Legal training/experience (prior to 2004) |
| Oxford Square Capital Corp. | President | Since 2004 | Executive leadership of BDC investing in corporate debt and CLOs |
| Oxford Square Management, LLC | President | Since 2004 | Leads investment/advisory functions for OXSQ |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oxford Lane Capital Corp. (NasdaqGS: OXLC) | President; Director | Since 2010 | Oversees closed-end fund investing primarily in CLO debt/equity tranches |
| Oxford Lane Management, LLC | President | Since 2010 | Advises OXLC on CLO investments |
| Oxford Park Income Fund, Inc. | President; Director | Since 2023 | Leads non-traded registered closed-end fund focused on CLO equity/junior debt |
| Oxford Park Management, LLC | President | Since 2023 | Advises Oxford Park Income Fund |
| Oxford Gate Management, LLC | President | Since 2018 | Advises Oxford Gate Funds (private CLO vehicles) |
| National Museum of Mathematics | Board Member | Not disclosed | Non-profit governance |
Fixed Compensation
OXSQ does not directly compensate executive officers (including Mr. Rosenthal). Executive compensation flows via ownership interests in Oxford Funds (managing member of the adviser), which is entitled to profits from advisory fees payable under OXSQ’s Investment Advisory Agreement. Rosenthal receives no additional compensation from Oxford Square Management for OXSQ portfolio management .
| Component | Amount/Term | Notes |
|---|---|---|
| Base Salary | — (no direct pay) | OXSQ pays no salary to executive officers |
| Target Bonus % | — (no direct pay) | No issuer-paid bonus program |
| Actual Bonus Paid | — (no direct pay) | Not applicable |
| Director/Committee Fees | — | Rosenthal is not a director of OXSQ |
Context: OXSQ reimbursed the administrator (Oxford Funds) for CFO/administrative personnel ($747,000 accrued in FY2024; $120,000 to ACA Group, LLC for CCO) ; prior year FY2023 reimbursement was ~$825,000 .
Performance Compensation
Rosenthal’s economic participation is through Oxford Funds’ share of advisory fee profits. The advisory fee has a base component on gross assets and incentive components tied to net investment income and capital gains; a 2016 fee waiver reduces certain fee elements and adds a total return requirement.
| Metric | Weighting | Target | Actual/Payout Mechanics | Vesting/Timing |
|---|---|---|---|---|
| Base Advisory Fee | N/A | 1.50% annual on gross assets (under 2016 waiver) | Calculated quarterly in arrears; no fee on uninvested capital from raises until invested | Quarterly in arrears |
| Net Investment Income Incentive Fee | N/A | Hurdle = 1.75% quarterly (7.00% annual) | 100% “catch-up” from hurdle to 2.1875% quarterly; 20% above 2.1875%; payable only if total return requirement (last 12 quarters) is met | Quarterly in arrears |
| Capital Gains Incentive Fee | N/A | 20% of net realized gains (net of realized losses and unrealized depreciation) | GAAP accrual based on hypothetical liquidation; payable in arrears at year-end | Annual, in arrears |
Notes: The pre-incentive fee net investment income includes PIK and OID accruals; the fee may be payable even in quarters with NAV decline, subject to the total return requirement .
Equity Ownership & Alignment
| Metric | FY 2024 (Record Date: 2024-06-28) | FY 2025 (Record Date: 2025-06-25) |
|---|---|---|
| Shares Outstanding | 62,705,628 | 76,027,372 |
| Saul B. Rosenthal Beneficial Ownership (shares) | 2,058,103 | 2,058,317 |
| Ownership % of Class | 3.3% | 2.7% |
| Indirect holdings via Oxford Funds (included above) | 1,327 shares | 1,541 shares |
| Vested/Unvested Shares | Not applicable (no issuer equity awards) | Not applicable (no issuer equity awards) |
| Options/RSUs | None (no grants in FY2024; no executive plan) | None |
| Hedging/Pledging | Hedging prohibited except covered call with pre-clearance; no pledging disclosure | Hedging prohibited except covered call with pre-clearance; no pledging disclosure |
Employment Terms
- No employment contract: Neither Jonathan H. Cohen nor Saul B. Rosenthal is subject to an employment contract; retention relies on adviser relationship and Board renewal of the advisory agreement .
- Investment Advisory Agreement: Annually approved by Independent Directors; can be terminated by either party with 60 days’ notice; indemnification provided absent willful misfeasance/bad faith/gross negligence/reckless disregard .
- Administration Agreement: Similar termination right; Oxford Funds provides facilities/personnel and is indemnified under comparable standards .
- Conflicts & co-investment: Multiple executive roles across affiliates (OXLC, Oxford Park, Oxford Gate) create potential conflicts; SEC exemptive order permits negotiated co-investments subject to “required majority” independent director approvals and fairness findings .
Performance & Track Record
- Section 16(a) compliance: One late Form 4 transaction was reported for Rosenthal (and certain other insiders) for FY2023 due to inadvertent administrative oversight; subsequently corrected .
- Business model/portfolio context: OXSQ invests in senior secured loans and CLO equity, with fee structures (including PIK and OID accruals) that can increase advisory fees and are ultimately borne by common stockholders .
Compensation Committee Analysis
- The Compensation Committee (independent directors) reviews and recommends annual approval of the Investment Advisory Agreement and the Administration Agreement; OXSQ does not directly compensate executive officers; committee would review executive pay only if direct compensation were paid in future .
Investment Implications
- Alignment: Rosenthal’s 2.7% direct stake at FY2025 and ownership interest in Oxford Funds create mixed alignment—skin-in-the-game at the issuer level, but advisory economics are driven by gross assets and income accruals (including PIK), potentially rewarding asset growth over per-share value creation .
- Fee discipline: The 2016 fee waiver lowers base fees to 1.50% and introduces a 7.00% fixed hurdle and total return requirement, improving NAV-linked alignment versus legacy terms, but NII incentive fees can still be payable despite quarterly NAV declines if the 12-quarter total return test is met .
- Retention risk: With no employment contract and the advisory agreement terminable on 60 days’ notice, retention risk is modestly elevated but mitigated by multi-affiliate leadership roles and annual Board re-approvals of the advisory agreement .
- Trading signals: Insider beneficial ownership is meaningful but diluted by share count growth (ATM issuance, offerings) reducing percent ownership from 3.3% to 2.7%; hedging is restricted, and no pledging red flags disclosed .