Charles S. Whitman III
About Charles S. Whitman III
Charles S. Whitman III is an independent director of Saratoga Investment Corp. (SAR), serving on the Board since 2007 and nominated for re‑election to a term ending at the 2028 Annual Meeting . He is 83 years old and is senior counsel (retired) at Davis Polk & Wardwell LLP; previously a partner in Davis Polk’s Corporate Department for 28 years focused on corporate finance and securities matters . His education includes Harvard College (undergraduate), Harvard Law School (LL.B., magna cum laude), and an LL.M. from Cambridge University; he served as Executive Assistant to three successive SEC Chairmen from 1971–1973 . SAR’s Board has determined he is independent under BDC/NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Davis Polk & Wardwell LLP | Corporate Department Partner (28 years); later Senior Counsel (retired) | 28 years as partner (dates not separately disclosed) | Advised on shelf registrations, securities compliance, privatizations, M&A for clients including AT&T, Exxon Mobil, GM, BP . |
| U.S. Securities and Exchange Commission | Executive Assistant to three successive Chairmen | 1971–1973 | Senior staff role supporting SEC leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in SAR proxy | — | — | The 2025 and 2024 SAR proxies list Mr. Whitman’s biography and do not disclose current public company directorships outside SAR . |
Board Governance
- Board classification and independence: SAR’s five‑member Board includes three independent directors (BDC standard), with Steven M. Looney as Lead Independent Director; Whitman is identified as an independent director .
- Attendance: The Board met seven times in FY2025; each director attended at least 75% of Board and committee meetings; all five directors attended the 2024 Annual Meeting .
- Committee assignments and activity:
- Audit Committee: Member (Chair is Steven M. Looney); committee met nine times in FY2025; Whitman deemed “financially literate” under NYSE standards .
- Nominating & Corporate Governance Committee: Chair; committee met once in FY2025 and oversees director nominations, independence determinations, Board evaluations, and independent director compensation .
- Compensation Committee: Member (Chair is G. Cabell Williams); committee met once in FY2025; oversees independent director compensation and related policies; no executive officers are compensated by SAR .
| Committee | Role | FY2025 Meetings | Key Responsibilities |
|---|---|---|---|
| Audit | Member | 9 | Auditor oversight, financial reporting/controls, valuation oversight; held periodic executive sessions with E&Y without management present . |
| Nominating & Corporate Governance | Chair | 1 | Board/committee composition, independence determinations, Board evaluation, independent director compensation oversight . |
| Compensation | Member | 1 | Independent director compensation, succession planning; no executive comp paid by SAR . |
Fixed Compensation
- Structure updated YoY: Independent director annual retainer and meeting fees increased in FY2025 versus FY2024; option to receive fees in stock at ≥ NAV or market price continues .
- Chair fees: Audit Chair fee higher than other committee chair; Whitman is Chair of Nominating & Corporate Governance (N&CG) .
| Item (Independent Directors) | FY2024 (Proxy dated Aug 1, 2024) | FY2025 (Proxy dated Aug 5, 2025) |
|---|---|---|
| Annual Retainer (cash) | $70,000 | $90,000 |
| Board Meeting Fee | $3,000 per meeting | $3,500 per meeting |
| Committee Meeting Fee | $1,500 per meeting | $2,000 per meeting |
| Committee Chair Fee (N&CG – applicable to Whitman) | $6,000 | $8,000 |
| Audit Committee Chair Fee (not applicable to Whitman) | $12,500 | $15,000 |
| Option to Receive Fees in Stock | Available (≥ NAV or market price) | Available (≥ NAV or market price) |
| Total Fees – C.S. Whitman III | $96,000 | $120,000 |
Performance Compensation
- SAR discloses no performance‑based compensation for directors (no RSUs/PSUs, options, or performance metrics); directors may elect to receive fees in stock but this is not performance‑conditioned .
| Element | Disclosed? | Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | No | Not part of director program. |
| Option awards | No | Not part of director program. |
| Performance metrics (TSR, EBITDA, etc.) | No | Director pay is flat fees + per‑meeting. |
| Clawback/COC provisions for directors | Not disclosed | No director‑specific clawback/COC terms disclosed. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in SAR proxy for Mr. Whitman . |
| Compensation Committee interlocks | None during FY2025 (no executives of SAR/affiliates served on other boards with reciprocal roles) . |
| Prior public company boards | Not disclosed in SAR proxy for Mr. Whitman . |
Expertise & Qualifications
- Securities law and capital markets expert: 28 years as a Davis Polk corporate partner representing major issuers (AT&T, Exxon Mobil, GM, BP) in corporate finance and M&A; “financially literate” on Audit Committee .
- Regulatory experience: Former Executive Assistant to three SEC Chairmen (1971–1973) .
- Education: Harvard College; Harvard Law School (LL.B., magna cum laude); LL.M. from Cambridge University .
Equity Ownership
| Measure | Value | As‑of |
|---|---|---|
| Shares beneficially owned (C.S. Whitman III) | 5,578 | Record Date July 29, 2025 |
| Ownership % of outstanding | <1% (asterisk in proxy) | Based on 15,951,835 shares outstanding |
| Dollar range (director equity) | Over $100,000 | Record Date July 29, 2025 |
- Hedging/pledging policy: Insider trading policy generally prohibits short‑term trading, derivatives, hedging/monetization and pledging, except in limited pre‑approved circumstances .
- Pledging disclosure: The proxy specifically discloses CEO Christian Oberbeck has pledged 600,000 shares; no pledging is indicated for Mr. Whitman in the beneficial ownership table .
Governance Assessment
-
Strengths
- Independence and expertise: Board has determined Whitman is independent; deep securities law/regulatory background; “financially literate” on Audit Committee .
- Oversight posture: Audit Committee held executive sessions with E&Y without management and recommended 10‑K inclusion; suggests robust financial oversight .
- Engagement: Board met 7 times in FY2025 with ≥75% attendance by each director; Whitman chairs N&CG and serves on two additional committees .
-
Watch‑items / potential risks
- Related‑party ecosystem typical of BDCs: SAR is externally managed by Saratoga Investment Advisors, controlled by the CEO; Audit Committee reviews related person transactions; ongoing annual approvals create reliance on independent director rigor (including Whitman as N&CG Chair and committee member) .
- Committee cadence: N&CG and Compensation met once in FY2025 (vs. Audit’s nine meetings); ensure agenda depth aligns with board refreshment, director pay oversight, and governance priorities .
- Director pay inflation: Independent director retainer and fees increased FY2024→FY2025 (retainer from $70k→$90k; meeting fees higher); while potentially market‑aligned, investors may monitor overall pay escalation vs. BDC peers .
-
Overall view
- Whitman brings heavyweight securities/regulatory credentials and longstanding board service, with current leadership as N&CG Chair and roles on Audit and Compensation—positives for governance quality and investor confidence .
- No direct conflicts or related‑party transactions are disclosed for Whitman; hedging/pledging is restricted by policy and no Whitman pledges are indicated—alignment appears adequate given ownership and the option to take fees in stock .
- Continued focus on committee workload balance and periodic evaluation of director fee levels versus performance and peer norms would further bolster governance credibility .
Appendix: Key Disclosures Cited
- Director nomination and independence framework, Board size/classification, and meeting attendance .
- Biography, age, tenure, education, and qualifications .
- Committee memberships and FY2025 meeting counts (Audit, N&CG, Compensation) .
- Director compensation structure and totals for FY2024 and FY2025 .
- Beneficial ownership, shares outstanding, dollar range, and pledging policy/disclosures .
- Audit Committee report and executive sessions with E&Y .
- Related‑party arrangements and oversight .