Bruce R. Bilger
About Bruce R. Bilger
Bruce R. Bilger (age 73) is an independent director of Stellus Capital Investment Corporation (SCM), serving since 2012 with a current term expiring in 2026. He is retired; formerly Senior Advisor at Lazard Frères & Co. LLC through March 2018, where he began in 2008 as Managing Director, Chairman and Head of Global Energy and co-head of the Southwest Investment Banking region. He previously was a partner at Vinson & Elkins LLP, heading its Energy Practice Group and co-heading its corporate and transactional practice. Bilger graduated Phi Beta Kappa from Dartmouth College and holds both an MBA and a JD from the University of Virginia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lazard Frères & Co. LLC | Managing Director; Chairman & Head of Global Energy; Co-Head Southwest Investment Banking; Senior Advisor (through 2018) | Jan 2008 – Mar 2018 (Senior Advisor through Mar 2018) | Led Global Energy practice; senior advisory responsibilities |
| Vinson & Elkins LLP | Partner; Head, Energy Practice Group; Co-Head, Corporate & Transactional practice | Prior to 2008 (dates not specified) | Led large specialty practice groups (400+ attorney energy; 175+ corporate/transactional) |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Stellus Private Credit BDC | Board of Trustees member | 2021 | Part of SCM “Fund Complex” overseen by SCM affiliates |
- Civic/charitable involvement disclosed (e.g., Greater Houston Partnership, Houston Methodist Hospital, Texas Children’s Hospital, Asia Society Texas Center, Dartmouth College, University of Virginia), indicating broad community engagement .
Board Governance
- Independence: Bilger is classified as an independent director under the 1940 Act and NYSE rules; the Board annually determines independence, with Messrs. Ladd and D’Angelo deemed “interested” due to roles with SCM’s adviser .
- Committee assignments and chair roles:
- Audit Committee member; Audit met six times in 2024 .
- Nominating and Corporate Governance Committee chair; Committee met once in 2024 .
- Compensation Committee member; Committee met once in 2024 .
- Attendance and engagement: The Board met six times during 2024; each director attended at least 75% of Board and committee meetings held while a member. All directors attended the 2024 Annual Meeting via virtual means .
- Leadership structure: No Lead Independent Director; independent directors meet regularly in executive session, with the Audit Committee chair presiding over executive sessions .
- Co-investment oversight: SCM operates under an SEC exemptive order allowing co-investments alongside affiliated funds. A “required majority” of independent directors must conclude co-investment terms are fair, consistent with stockholder interests, and not disadvantage SCM, ensuring robust independent oversight .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer (Independent Directors) | $100,000 | $100,000 |
| Board Meeting Fee (regular/special) | $2,500 per meeting | $2,500 per meeting |
| Committee Meeting Fee (in-person/telephonic) | $1,000 per meeting | $1,000 per meeting |
| Chair Fees | Audit: $15,000; Compensation: $5,000; Nominating & Governance: $5,000 | Audit: $15,000; Compensation: $5,000; Nominating & Governance: $5,000 |
| Bilger – Aggregate Cash Compensation from SCM (calendar year) | $144,156 | $144,156 |
| Bilger – Total Compensation from SCM (calendar year) | $144,156 | $144,156 |
| Bilger – Total Compensation from Fund Complex (calendar year) | $194,156 | $194,156 |
| Equity in lieu of fees option | Independent directors may elect to receive fees in shares at the greater of NAV or market price at time of payment | Independent directors may elect to receive fees in shares at the greater of NAV or market price at time of payment |
Notes:
- SCM maintains D&O liability insurance; no pension or retirement benefits for directors .
Performance Compensation
- No performance-based compensation metrics or equity awards (RSUs/PSUs/options) are disclosed for directors; compensation is primarily cash retainers and meeting/chair fees. A compensation recoupment policy exists for executive officers tied to restatements, but no director-specific performance pay framework is disclosed .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Stellus Private Credit BDC | Public BDC | Trustee | Same fund complex; SCM affiliates manage both. Co-investment transactions require independent director “required majority” determinations under the SEC order to mitigate conflicts |
- No other public company directorships for Bilger are disclosed beyond Stellus Private Credit BDC .
Expertise & Qualifications
- Over 43 years advising on M&A, financings, and restructurings, particularly in energy; senior leadership at Lazard (Global Energy) and Vinson & Elkins (energy and transactional practices). Educational credentials include Dartmouth (Phi Beta Kappa), MBA and JD from the University of Virginia. This background supports audit, compensation, and governance committee responsibilities and oversight of energy-exposed credit portfolios .
Equity Ownership
| Metric | As of Apr 22, 2024 | As of Apr 17, 2025 |
|---|---|---|
| Bilger – Beneficially Owned Shares | 182,565 | 182,565 |
| % of Shares Outstanding | <1% | <1% |
| Dollar Range of Equity Owned (SCM) | Over $100,000 (based on $13.98 close) | Over $100,000 (based on $12.75 close) |
| Fund Complex Dollar Range | Over $100,000 | Over $100,000 |
| 5% Holders | None | None |
Notes:
- Outstanding shares used for percentage: 24,125,642 (2024 record date) and 28,416,148 (2025 record date) .
- No specific director stock ownership guidelines or pledging disclosures identified in the proxy sections reviewed; independent directors may elect stock in lieu of fees at the greater of NAV or market price .
Governance Assessment
-
Positives:
- Independent director with extensive energy-sector deal experience; chairs Nominating & Governance, serves on Audit and Compensation, indicating strong governance involvement .
- Attendance and engagement: ≥75% of meetings; all directors attended the Annual Meeting, supporting accountability .
- Alignment: Meaningful personal share ownership (182,565 shares; >$100,000), with option to receive fees in stock, enhancing alignment potential .
- Structural safeguards: SEC co-investment exemptive order requires independent director “required majority” determinations on affiliated co-investments to protect stockholders .
-
Watch items / Red flags:
- No Lead Independent Director; although offset by regular independent executive sessions, lack of a formal lead role can be viewed as a governance weakness in some frameworks .
- Fund-complex interlocks (SCM and Stellus Private Credit BDC) necessitate ongoing vigilance in co-investment approvals to avoid overreach or differential treatment; mitigated by the independent director approval framework .
- Auditor transition (GT to Deloitte in 2024) is neutral-to-positive with no reported disagreements; noteworthy as an oversight item rather than a red flag .
-
Shareholder support context (not director-specific but relevant governance signal):
- 2025 Annual Meeting: Proposal to permit issuance below NAV approved; director nominees D’Angelo and Repko elected (Bilger not up for election) .
- 2024 Annual Meeting: Issuance below NAV approved; Ladd and Arnoult elected (Bilger not up for election) .