Steven M. Looney
About Steven M. Looney
Independent director of Saratoga Investment Corp. since 2007; age 75 as of the 2025 proxy. CPA and attorney; Managing Director at Peale Davies & Co., with prior CFO, GC/CCO, and change-management experience; designated lead independent director and audit committee financial expert. Education: University of Washington (BA, accounting, summa cum laude; JD; law review); began career at the SEC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PCCI, Inc. (IT staffing/outsourcing) | Senior Vice President & Chief Financial Officer | 2000–2005 | Financial leadership and operations |
| WH Industries | Chief Financial & Administrative Officer | 1992–2000 | Finance, administration |
| A.G. Becker‑Warburg Paribas Becker | General Counsel & Chief Compliance Officer | Not specified | Legal and compliance leadership |
| U.S. Securities and Exchange Commission | Early career | Not specified | Regulatory grounding |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Peale Davies & Co. Inc. | Managing Director | Current | Strategic advisory, change management, revenue enhancement |
| ICG Loan Funding Ltd. | Director; Audit Committee Chair | Current | Oversees audit at manager/investor in CLO portfolios |
| Excellent Education for Everyone (nonprofit) | Trustee | Current | Education advocacy |
| TradePrep (affiliate) | Founder | Current | Workforce/education initiative |
Board Governance
- Independence: Independent under BDC standards; designated lead independent director; presides over executive sessions held at each Board meeting .
- Committee assignments:
- Audit Committee: Chair; audit committee financial expert (Reg S‑K Item 407) .
- Compensation Committee: Member (Chair: G. Cabell Williams) .
- Nominating & Corporate Governance Committee: Member (Chair: Charles S. Whitman III) .
- Attendance: Board met 7 times in FY2025; each director attended at least 75% of Board/committee meetings. In FY2024, Board met 8 times; each director attended 100% .
- Executive sessions: Independent directors meet in executive session at each Board meeting; Looney presides .
| Committee | Role | FY2025 Meetings | Notable Designations |
|---|---|---|---|
| Audit | Chair | 9 | Audit Committee Financial Expert |
| Compensation | Member | 1 | Independent-only committee |
| Nominating & Corporate Governance | Member | 1 | Independent-only committee |
Fixed Compensation
- Structure: Independent directors receive cash retainers and meeting fees; audit chair and other committee chair fees apply; option to take fees in stock at ≥ NAV or market price; D&O insurance; no pay to “interested” directors .
| Component | FY2024 Schedule | FY2025 Schedule |
|---|---|---|
| Annual retainer (independent director) | $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 |
| Audit Committee chair fee | $12,500 | $15,000 |
| Other committee chair fee | $6,000 | $8,000 |
| Option to receive fees in stock | Available (≥ NAV or market price) | Available (≥ NAV or market price) |
| Director | Total Fees (FY2024) | Total Fees (FY2025) |
|---|---|---|
| Steven M. Looney | $102,500 | $126,500 |
Performance Compensation
- Equity awards (RSUs/PSUs), options, and performance-tied metrics: None disclosed for independent directors; compensation is fees/meeting-based with elective stock in lieu of cash; no director LTIP metrics reported .
| Category | Details |
|---|---|
| RSUs/PSUs | None disclosed |
| Options | None disclosed |
| Performance metrics (revenue/EBITDA/TSR/ESG) | None disclosed |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| ICG Loan Funding Ltd. | Manager/investor in CLO portfolios | Director; Audit Chair | Industry adjacency to credit markets; no SAR‑specific related‑party transaction disclosed |
| Public company boards | — | None disclosed | No public board interlocks reported |
Expertise & Qualifications
- Financial, accounting, and legal expertise; CPA and attorney; designated audit committee financial expert; extensive CFO/CAO background and advisory leadership .
Equity Ownership
| Metric | FY2024 | FY2025 |
|---|---|---|
| Beneficial ownership (shares) | 4,258 | 4,258 |
| Dollar range of equity securities | $50,001 – $100,000 (at $23.29/share) | Over $100,000 (at $24.65/share) |
| Shares outstanding (Record Date) | 13,745,769 | 15,951,835 |
| Ownership as % of shares outstanding | ~0.0310% (4,258/13,745,769) | ~0.0267% (4,258/15,951,835) |
| Pledged shares | None disclosed for Looney |
Insider trading/hedging/pledging policy: Company prohibits short-term trading, hedging/monetization, and pledging except in limited pre‑approved circumstances; supports alignment and risk control .
Insider Trades (Section 16 Compliance Snapshot)
| Period | Looney Section 16(a) filings | Notes |
|---|---|---|
| FY2024 | No late filings disclosed | Company reported timely compliance for officers/directors except a late Form 4 by Henri Steenkamp; no exception noted for Looney |
Governance Assessment
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Strengths:
- Lead independent director presiding over executive sessions; independent-only Audit/Comp/Nom‑Gov committees; Looney as audit committee financial expert; active audit oversight (9 meetings in FY2025) .
- Transparent related‑party oversight: Audit Committee reviews/approves Item 404 transactions; key adviser agreements renewed with majority of independent directors; no Looney‑specific related‑party exposure disclosed .
- Attendance solid: ≥75% in FY2025 and 100% in FY2024 across directors; independent directors attend annual meeting .
-
Alignment:
- Beneficial ownership is modest (<0.03%); elective stock-in-lieu feature can enhance alignment, but no multi‑year performance equity structure for directors .
-
Compensation signals:
- Board increased independent director retainer and meeting fees from FY2024 to FY2025; Looney’s total fees rose from $102.5k to $126.5k, consistent with greater responsibility as audit chair amid higher audit workload .
-
RED FLAGS / Watch items:
- Tenure/age: 18+ years of service and age 75 may raise entrenchment/refreshment concerns despite annual evaluations; monitor succession/refresh practices .
- Industry adjacency: External audit chair role at ICG Loan Funding (CLO portfolios) creates sector overlap; while no related‑party deals are disclosed, continue monitoring for potential conflicts and transaction review rigor .
- Ownership magnitude: Low ownership percentage suggests limited “skin-in-the-game” relative to executives; offset partially by stock-in-lieu option and dollar range >$100k .
-
Overall: Governance profile strong on independence, committee leadership, and risk oversight; limited director equity exposure and long tenure merit continued attention for board refresh and alignment practices .