Steven P. Novak
About Steven P. Novak
Independent Chairman of the Board at Oxford Square Capital Corp. (OXSQ), first elected director in 2003. Age 77 (as of the 2025 proxy); CFA charterholder with extensive capital markets, venture, and public company investing experience including senior roles at Harris BankCorp, Sanford C. Bernstein, Forstmann-Leff & Associates, and Unterberg Harris; founder/operator experience at Palladio Capital Management, Mederi Therapeutics (Chairman/CFO), and Quisk, Inc. (Chairman/CEO); currently CFO and Chief Compliance Officer of LMI Group International, Inc.; degrees: B.S. from Purdue University and MBA from Harvard University . Mr. Novak serves as independent Chairman of the Board and is not an “interested person” under the 1940 Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harris BankCorp | Senior positions | Not disclosed | Capital markets experience |
| Sanford C. Bernstein & Co. | Senior positions | Not disclosed | Public company investing experience |
| Forstmann-Leff & Associates | Senior positions | Not disclosed | Institutional investing |
| Unterberg Harris | Senior positions | Not disclosed | Venture and investing experience |
| Palladio Capital Management LLC | Founder; managed investment partnership | Not disclosed | Investment management founder/operator |
| Mederi Therapeutics | Founder; Chairman & CFO | Not disclosed | Led acquisition of Curon Medical assets |
| Quisk, Inc. | Founder; Chairman & CEO | Not disclosed | Built next-gen mobile payments platform |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LMI Group International, Inc. | Chief Financial Officer; Chief Compliance Officer | Current | Authenticates works of art; applies scientific computing in cultural heritage |
| CyberSource; Cytomation; DAKO; Aperio Technologies | Director (prior) | Not disclosed | All acquired by other firms |
Board Governance
- Board leadership: Mr. Novak is independent Chairman of the Board; Board maintains executive sessions of independent directors and has established Audit, Valuation, Nominating & Corporate Governance, and Compensation Committees (all independent) .
- Independence and expertise: Not an “interested person” under the 1940 Act; designated Audit Committee Financial Expert (with Mr. Stelljes) .
- Attendance and engagement: In 2024, the Board met 4 times; Audit 4; Valuation 4; Nominating 1; Compensation 1; each incumbent director attended at least 75% of aggregate Board/committee meetings; directors are expected to make diligent efforts to attend Board/committee meetings and the annual meeting . In 2022, identical meeting counts; each incumbent director attended at least 75% .
| Committee | Members | Chair | Year/Source |
|---|---|---|---|
| Audit | Osherow; Novak; Stelljes | Osherow | 2025 |
| Nominating & Corporate Governance | Novak; Osherow; Stelljes | Stelljes | 2024 |
| Valuation | Novak; Osherow; Stelljes | Stelljes | 2023 |
| Compensation | Novak; Osherow; Stelljes | Novak | 2023 |
Shareholder Support (Election Results)
| Proposal/Meeting | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| 2023 Election: Steven P. Novak | 13,819,734 | 3,780,252 | 20,458,846 |
Fixed Compensation
Director pay is cash-only; no equity grants, options, pensions, or non-equity incentive plan for directors. Structure and 2022–2024 totals below.
| Component | Amount | Notes |
|---|---|---|
| Annual fee (Independent Director) | $90,000 | Paid to each independent director |
| Chairman of the Board additional fee | $30,000 | Paid to Chairman (Mr. Novak) |
| Meeting fees – Board | $4,000 | Plus reasonable expense reimbursement per meeting |
| Meeting fees – Valuation Committee | $1,500 | + expenses per meeting |
| Meeting fees – Audit Committee | $1,500 | + expenses per meeting |
| Meeting fees – Nominating & Governance | $1,000 | + expenses per meeting |
| Meeting fees – Compensation Committee | $1,000 | + expenses per meeting |
| Audit Committee Chair fee | $10,000 | Paid to Audit Chair (Osherow) |
| Valuation Committee Chair fee | $7,500 | Paid to Valuation Chair (Stelljes) |
| Nominating & Governance Chair fee | $5,000 | Paid to Committee Chair |
| Compensation Committee Chair fee | $5,000 | Paid to Committee Chair |
| Equity/Options/Pension/Non-Equity Incentive | None | Company does not maintain these for directors |
| Year (Comp Paid) | Fees Earned or Paid in Cash (USD) | All Other Compensation (USD) | Total (USD) |
|---|---|---|---|
| 2022 | $160,571 | — | $160,571 |
| 2023 | $159,000 | — | $159,000 |
| 2024 | $155,000 | — | $155,000 |
Performance Compensation
| Performance-Based Pay Element | Status | Notes |
|---|---|---|
| Non-equity incentive plan | None | Company does not maintain a non-equity incentive plan for directors |
| Stock awards (RSUs/PSUs) | None | No director stock plan; no equity awards |
| Option awards | None | No director option plan |
| Performance metrics (revenue/EBITDA/TSR/ESG) | Not applicable | No performance-tied director compensation disclosed |
Other Directorships & Interlocks
| Company/Entity | Role | Current/Prior | Note on Interlocks/Conflicts |
|---|---|---|---|
| CyberSource | Director | Prior | Acquired; no ongoing interlock disclosed |
| Cytomation | Director | Prior | Acquired; no ongoing interlock disclosed |
| DAKO | Director | Prior | Acquired; no ongoing interlock disclosed |
| Aperio Technologies | Director | Prior | Acquired; no ongoing interlock disclosed |
Expertise & Qualifications
- Audit Committee Financial Expert designation; significant finance, valuation, and accounting oversight experience; frequent audit committee chair in early-stage companies .
- Deep capital markets and investment management background; founder/operator experience in healthcare technology and payments technology .
- Education: BS (Purdue), MBA (Harvard); CFA charterholder .
Equity Ownership
| Record Date | Shares Outstanding | Beneficial Ownership (Shares) | Percent of Class | Ownership Notes |
|---|---|---|---|---|
| June 30, 2023 | 56,395,751 | 30,001 | * (less than 1%) | Includes 20,001 shares held by spouse |
| June 28, 2024 | 62,705,628 | 30,001 | * (less than 1%) | Includes 20,001 shares held by spouse |
- Dollar range of equity securities (director-reported): $50,001 – $100,000 .
- Hedging/Pledging: Company’s Code of Ethics and Insider Trading Policy prohibits hedging or monetization transactions except covered call writing (pre-clearance required); no pledging policy disclosed .
Governance Assessment
- Independence and leadership: Mr. Novak is independent under NASDAQ and the 1940 Act and serves as Chairman, with Audit Committee Financial Expert designation—positive for oversight quality .
- Committee workload and attendance: Active membership across Audit, Valuation, Nominating & Governance, and Compensation; Board/committee meeting cadence is regular and all incumbent directors met at least 75% attendance—adequate engagement .
- Compensation and alignment: Director pay is entirely cash-based with retainers, chair fees, and meeting fees; no equity grants or performance-based incentives for directors—limited direct pay-for-performance alignment for directors; Mr. Novak’s beneficial ownership is modest (<1%) .
- Shareholder support: 2023 election received 13.82M “For” and 3.78M “Withheld” votes, with substantial broker non-votes typical for BDC retail-heavy bases—monitor future withhold trends for sentiment shifts .
RED FLAGS
- No equity-based director compensation or ownership guidelines disclosed—potentially weaker economic alignment versus equity-linked structures .
- Covered call exception in hedging policy (with pre-clearance) introduces a monetization pathway that should be monitored for alignment risks .
SAFEGUARDS
- All standing committees are independent; Audit Committee financial expertise present; periodic executive sessions of independent directors; robust annual advisory agreement review under the 1940 Act—supports governance rigor .
VOTING AND AUDIT OVERSIGHT SIGNALS
- Recurrent ratification of PwC as auditor with strong “For” votes, and detailed Audit Committee oversight and pre-approval policies—indicative of audit quality focus .
Potential Conflicts or Related-Party Exposure
- Mr. Novak is not an interested person; no related-party transactions involving Mr. Novak disclosed in the proxy excerpts; the Audit Committee reviews related party transactions per policy .