G. Cabell Williams
About G. Cabell Williams
Independent director of Saratoga Investment Corp. since 2007; age 71 (as of the 2025 proxy). Career private equity/mezzanine investor with deep BDC experience, including President/CIO/Managing Director roles at Allied Capital, followed by leadership at Williams & Gallagher and Farragut Capital Partners. Holds a B.S. in Business Administration from Rollins College; attended Mercersburg Academy and The Landon School. Currently serves as Compensation Committee Chair and sits on the Audit and Nominating & Corporate Governance Committees.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Allied Capital Corporation (BDC; acquired by Ares Capital in 2010) | President; Chief Investment Officer; Managing Director (post-1998 merger) | ~1981–2004 | Led/co-managed Private Equity Group (1991–2004); led Mezzanine investing for ~9 years pre-1999; 15 years on Investment Committee reviewing/approving all investments; founded Allied Capital Commercial Corporation (real estate vehicle); ran Allied’s Minority SBIC pre-1991. |
| Farragut Capital Partners (Mezzanine fund) | Partner, Senior Manager, Director | Mar 2011–Dec 2024 | Investment leadership at a mezzanine fund; external to SAR. |
| Williams & Gallagher (Private equity partnership) | Managing General Partner | 2004–present | Ongoing investing leadership; based in Chevy Chase, MD. |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Williams & Gallagher | Managing General Partner | Current | Private equity partnership in Chevy Chase, MD. |
| Farragut Capital Partners | Partner/Senior Manager/Director | Ended Dec 2024 | Mezzanine fund; tenure disclosed in 2025 proxy. |
| Various public and private companies | Director | Not specified | Biography notes service on boards of various companies (names not listed). |
Board Governance
- Independence: Board deems Williams independent; only Messrs. Oberbeck and Steenkamp are “interested persons.” Steve Looney serves as Lead Independent Director.
- Executive sessions: Independent directors hold executive sessions at each Board meeting.
| Committee (FY 2025) | Williams’ Role | Other Members / Chair | Meetings in FY 2025 |
|---|---|---|---|
| Audit Committee | Member (financially literate) | Chair: Steven M. Looney (Audit Committee Financial Expert); Member: Charles S. Whitman III | 9 meetings. |
| Nominating & Corporate Governance | Member | Chair: Charles S. Whitman III; Member: Steven M. Looney | 1 meeting. |
| Compensation Committee | Chair | Members: Steven M. Looney; Charles S. Whitman III | 1 meeting. |
| Fiscal Year | Board Meetings Held | Attendance Disclosure |
|---|---|---|
| FY 2025 | 7 | Each director attended at least 75% of Board and committee meetings; all five directors attended 2024 annual meeting. |
| FY 2024 | 8 | Each director attended 100% of Board and committee meetings; all five directors attended 2023 annual meeting. |
| FY 2023 | 6 | Each director attended 100% of Board and committee meetings. |
Fixed Compensation
Fee structure (Independent Directors)
| Component | FY 2025 | FY 2024 |
|---|---|---|
| Annual retainer (cash) | $90,000 | $70,000 |
| Board meeting fee (per meeting) | $3,500 | $3,000 |
| Committee meeting fee (per meeting) | $2,000 | $1,500 |
| Audit Committee Chair additional retainer | $15,000 | $12,500 |
| Other Committee Chair additional retainer (e.g., Compensation, N&CG) | $8,000 | $6,000 |
| Fee delivery option | May elect to receive fees in SAR stock at greater of NAV or market price | Same equity-in-lieu option |
| Equity-in-lieu option citation |
Actual director compensation received (Fees Earned)
| Year (fiscal year end) | Williams – Fees Earned/Total |
|---|---|
| FY 2025 (Feb 28, 2025) | $120,000 |
| FY 2024 (Feb 29, 2024) | $96,000 |
| FY 2023 (Feb 28, 2023) | $135,000 |
Performance Compensation
- Independent directors do not receive performance-based cash bonuses, stock awards (RSUs/PSUs), or option grants; compensation is retainers and meeting fees, with an option to receive fees in stock. No performance metrics or vesting schedules are disclosed for directors.
| Performance Element | Status |
|---|---|
| Cash bonus / target bonus | None disclosed for directors. |
| Stock/Option awards | None; only fee-for-stock election available. |
| Performance metrics (TSR, EBITDA, ESG) | Not applicable to director pay. |
Other Directorships & Interlocks
- Other public company boards: Not enumerated; biography notes service on “various public and private companies” (no names listed).
- Compensation Committee interlocks: Company discloses no interlocks or insider participation; no executive officers have served on boards with interlocking relationships; no current/past company executives serve on the Compensation Committee.
Expertise & Qualifications
- 28+ years managing investment activities at Allied Capital; roles included President, CIO, Managing Director; 15 years on its Investment Committee; led mezzanine and private equity investing; founded Allied Capital Commercial Corporation.
- Managing General Partner at Williams & Gallagher (since 2004); Partner/Senior Manager/Director at Farragut Capital Partners (2011–Dec 2024).
- Education: B.S. in Business Administration (Rollins College); attended Mercersburg Academy and The Landon School.
Equity Ownership
| As-of (Record Date) | Shares Beneficially Owned | Percent of Class | Dollar Range of Ownership |
|---|---|---|---|
| Jul 29, 2025 | 107,990 | <1% (“*”) | Over $100,000 |
| Jul 29, 2024 | 91,757 | <1% (“*”) | Over $100,000 |
| Aug 4, 2023 | 83,800 | Not stated (director line item) | Over $100,000 |
- Ownership alignment: Directors may elect to take fees in stock at the greater of NAV or market, providing an ongoing path to increase “skin‑in‑the‑game.”
- Hedging/pledging: Company policy generally prohibits hedging, short-term/speculative trading, and pledging of SAR stock except in limited, pre‑approved circumstances. No pledging by Williams is disclosed.
Governance Assessment
- Strengths: Long-tenured independent director with deep BDC/mezzanine investing expertise; chairs Compensation Committee and serves on Audit and N&CG; Board affirms independence; independent directors meet in executive session each Board meeting; consistent attendance (100% in FY 2023 and FY 2024; ≥75% in FY 2025); meaningful personal ownership (107,990 shares).
- Pay design: Director pay is primarily fixed retainers and per‑meeting fees, with an option to receive fees in stock; no performance-based awards, reducing pay-for-performance risk but limiting explicit incentive alignment mechanisms typical for executives (appropriate for independent directors).
- Conflicts/related party exposure: The proxy’s related-party transactions section focuses on the external advisory relationship and Board approval protocol; no Williams-specific related-party transactions are disclosed. Audit Committee must review/approve any such transactions.
- Oversight credibility: Service on the Audit Committee with an Audit Committee Financial Expert (Looney) and quarterly meetings (9 in FY 2025) supports robust financial oversight; chairing the Compensation Committee with no reported interlocks bolsters governance independence.
Overall signal: Williams’ extensive BDC investing background, independent status, active committee roles (including Comp Chair), steady attendance, and personal share ownership support board effectiveness and investor confidence, with no Williams-specific red flags noted in recent proxies.