Henri J. Steenkamp
Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary at SARATOGA INVESTMENT
Executive
Board
About Henri J. Steenkamp
Henri J. Steenkamp is Saratoga Investment Corp.’s Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary (since 2014) and an “interested” director (appointed October 16, 2020). He is 49 and a chartered accountant with an honors degree in Finance; prior roles include CFO of MF Global Holdings Ltd. (April 2011–January 2013), Chief Accounting Officer and Global Controller at MF Global, Vice President at Man Financial, and eight years at PwC (four in New York Transaction Services and four in South Africa) . SAR’s proxies do not disclose TSR or revenue/EBITDA growth tied to his compensation; SAR states executives are not compensated by the company (external adviser structure) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MF Global Holdings Ltd. | Chief Financial Officer | April 2011–January 2013 | Continued as CFO through bankruptcy protection period; led finance, SEC reporting and public company filings . |
| MF Global (Man Financial) | Chief Accounting Officer & Global Controller | 4 years (prior to Apr 2011) | Technical accounting, SEC registration, and public company filing process . |
| Man Financial (MF Global) | Vice President, External Reporting & Accounting Policy | From 2006 | External reporting leadership; capital-raising transactions globally . |
| PwC (New York) | Transaction Services | 4 years | Managed capital-raising transactions; SEC registration and filings . |
| PwC (South Africa) | Auditor (primarily SEC registrants) | 4 years | Assisted South African companies listing in the U.S.; audit for SEC registrants . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Saratoga Investment Advisors, LLC (SAR’s investment adviser and administrator) | CFO, Chief Compliance Officer, Treasurer, Secretary | Since 2014 | Oversees adviser finance/compliance; delivers administrative services to SAR under Management and Administration Agreements . |
| Saratoga Investment Corp. | Director (Interested) | Appointed Oct 16, 2020; continuing director | Governance oversight as an “interested person”; not on independent committees . |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Company-paid executive compensation to Henri J. Steenkamp | None (executives are employed and paid by the external adviser) | None (executives are employed and paid by the external adviser) |
| Director fees paid by SAR to Steenkamp (interested director) | $0 (interested directors receive no director compensation) | $0 (interested directors receive no director compensation) |
Performance Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Company-paid incentive/equity awards to Steenkamp | None disclosed; executives not compensated by SAR | None disclosed; executives not compensated by SAR |
SAR’s proxies do not disclose performance metrics, weighting, targets, payouts, or vesting schedules for Steenkamp because compensation is set and paid by the external adviser, not by SAR .
Equity Ownership & Alignment
| Metric | 2024 Record Date | 2025 Record Date |
|---|---|---|
| Beneficial ownership (shares) | 28,459 | 43,527 |
| Ownership (%) | <1% | <1% |
| Dollar range of equity securities beneficially owned | Over $100,000 | Over $100,000 |
| Shares pledged as collateral | None disclosed for Steenkamp (company policy generally prohibits pledging absent pre-approval) | |
| Section 16(a) compliance note | Late Form 4 filed for a transfer of shares given as compensation (Aug 12, 2024) | No late filings noted for year referenced in 2025 proxy |
- Company insider trading policy prohibits short-term/speculative trading, hedging/monetization transactions, and pledging of securities except in limited pre-approved circumstances by the Chief Compliance Officer .
Employment Terms
- Executive roles: CFO, Chief Compliance Officer, Treasurer and Secretary since March 2014; director since October 16, 2020 .
- Employer: Executives are employees of Saratoga Investment Advisors (external manager); SAR reports no executive compensation and does not disclose employment contracts, severance, non-compete, non-solicit, garden leave, or change-of-control economics for Steenkamp in its proxies .
- Clawbacks, tax gross-ups, deferred compensation, pension/SERP: Not disclosed in SAR proxies for Steenkamp (external adviser structure) .
Board Governance
- Independence: Steenkamp is an “interested person” under the 1940 Act due to his officer positions; independent directors are Looney, Whitman, and Williams; Steven M. Looney serves as Lead Independent Director .
- Committees: Audit (Looney–Chair, Whitman, Williams), Nominating & Corporate Governance (Whitman–Chair, Williams, Looney), Compensation (Williams–Chair, Looney, Whitman) — all independent; Steenkamp is not listed on these committees .
- Board leadership: CEO (Christian L. Oberbeck) is also Chairman; independent directors hold executive sessions at each Board meeting with Looney presiding .
- Attendance: FY 2024 — each director attended 100% of Board/committee meetings; FY 2025 — each director attended at least 75% .
Director Compensation
| Director compensation item | FY 2024 | FY 2025 |
|---|---|---|
| Fees paid to interested directors (incl. Steenkamp) | $0 | $0 |
| Independent director annual retainer | $70,000 | $90,000 |
| Board meeting fee (independent directors) | $3,000 per meeting | $3,500 per meeting |
| Committee meeting fee (independent directors) | $1,500 per meeting | $2,000 per meeting |
| Committee chair fees (Audit / other committees) | $12,500 / $6,000 | $15,000 / $8,000 |
| Option to receive fees in stock (independents) | Available at ≥ NAV or market price | Available at ≥ NAV or market price |
Compensation Committee Analysis
- The Compensation Committee (all independent directors; Williams–Chair) oversees compensation policies and director pay; SAR states “none of our executive officers are compensated by us,” so the committee does not produce an executive compensation report for the proxy .
- The committee has sole authority to retain compensation consultants; no interlocks or insider participation disclosed for FY 2024–2025 .
Investment Implications
- Pay-for-performance transparency is structurally limited: SAR’s executives (including Steenkamp) are employed and compensated by the external adviser, so SAR’s proxies do not disclose salary, bonus plans, equity awards, vesting schedules, severance/change-of-control terms, or performance metrics/payouts for Steenkamp .
- Alignment: Steenkamp’s ownership increased from 28,459 to 43,527 shares (<1%), indicating some skin-in-the-game but modest relative stake; no pledging disclosed for Steenkamp, and hedging/pledging are generally prohibited absent pre-approval .
- Governance checks vs dual-role risks: CEO is also Chairman (Oberbeck), and Steenkamp is an “interested” director; mitigations include three fully independent committees, a Lead Independent Director (Looney), and executive sessions each meeting .
- Trading signals: Monitor Form 4 activity — Steenkamp had a late Form 4 tied to a share transfer (Aug 12, 2024), a procedural lapse worth tracking; also watch adviser-related changes to compensation structures or equity grants not captured in SAR proxies .
- Related-party dynamics: External management and administration agreements with the adviser (controlled by Oberbeck) are annually renewed; audit committee reviews related-party transactions — important context for incentives and potential conflicts .