Dean D’Angelo
About Dean D’Angelo
Dean D’Angelo (age 57) has served on Stellus Capital Investment Corporation’s Board since 2012. He is a founding partner of Stellus Capital Management (SCM), co-head of its Private Credit strategy, and a member of SCM’s investment committee. His background spans investment banking and principal investing with prior roles at D. E. Shaw’s Direct Capital Group, Allied Capital, Duke Capital Partners, Banc of America Securities, and Coopers & Lybrand. He holds a B.B.A. in accounting (William & Mary), an M.A. in international economics and relations (Johns Hopkins SAIS), and an M.B.A. in finance (Wharton) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| D. E. Shaw group (Direct Capital Group) | Director | Aug 2005 – Jan 2012 | Principal investing in middle-market companies |
| Allied Capital Corporation (public BDC) | Principal | May 2003 – Aug 2005 | Debt and equity investments in middle-market companies |
| Duke Capital Partners (Duke Energy subsidiary) | Principal | Sep 2000 – Apr 2003 | Mezzanine, equity, and senior debt financing (energy) |
| Banc of America Securities | Product Specialist | Jan 1998 – Sep 2000 | Banking services, primarily energy sector |
| Coopers & Lybrand | Bankruptcy/Consulting | Career start | Restructuring/consulting experience |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Stellus Capital Management | Founding Partner; Co-Head Private Credit; Investment Committee Member | Ongoing | External adviser to SCM (the company); creates “interested” director status |
| Stellus Private Credit BDC | Director | Since 2021 | Same fund complex; potential co-investments under SEC exemptive order |
Board Governance
- Classification: Interested Director (not independent) due to affiliation with Stellus Capital Management, the external adviser .
- Tenure and term: Director since 2012; term expired 2025; nominated for re-election to a term expiring in 2028 .
- Committee assignments: None. Audit, Nominating & Corporate Governance, and Compensation Committees consist solely of independent directors (Arnoult, Bilger, Repko) with chairs: Audit—Arnoult; Nominating—Bilger; Compensation—Repko .
- Attendance and engagement: The Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting (virtually) .
- Board leadership: No Lead Independent Director; independent directors meet in executive session, typically chaired by the Audit Committee chair. Rationale cited for combined Chair/CEO and interested directors on Board with governance checks .
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Annual retainer/fees from SCM (Company) | $0 | “No compensation is paid to directors who are ‘interested persons’” |
| Meeting/committee fees | $0 | Independent directors receive fees; interested directors (incl. D’Angelo) do not |
| Committee chair fees | $0 | Not applicable (not a committee chair) |
Performance Compensation
| Metric | Plan Design | 2024 Outcome | Notes |
|---|---|---|---|
| Equity awards (RSUs/PSUs/Options) | None disclosed for interested directors | None disclosed | Proxy specifies compensation only for independent directors; interested directors receive no director pay |
| Bonus/Performance cash | None disclosed | None disclosed | No director performance plan disclosed; Company has a clawback policy for executive officers (not directors) |
| Performance metrics (TSR/EBITDA/ESG) | Not applicable | Not applicable | No performance-linked director pay disclosed |
Other Directorships & Interlocks
| Company | Market/Type | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Stellus Private Credit BDC | BDC (same complex) | Director | Affiliated entity managed by adviser controlled with SCM; co-investments permitted under SEC exemptive order with independent director “required majority” safeguards . |
Expertise & Qualifications
- 25+ years of investment banking and principal investing experience; focus on credit and energy sectors .
- Founding partner and strategy co-head at the Company’s external adviser; active investment committee member .
- Advanced education in accounting, international economics/relations, and finance (Wharton MBA) .
- The Company cites his “extensive investment banking and principal investing experience” as bringing valuable skills to the Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Dollar Range of Ownership |
|---|---|---|---|
| Dean D’Angelo | 222,252 | <1% | Over $100,000 (based on $12.75 close on Apr 17, 2025) |
- As of April 17, 2025, there were 28,416,148 shares outstanding . The dollar range classifications use the Company’s methodology and price reference .
Governance Assessment
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Strengths
- Deep credit investing and energy-related finance expertise; senior role at adviser provides domain knowledge and continuity to investment strategy oversight .
- Documented engagement: at least 75% meeting attendance in 2024; presence at annual meeting .
- Meaningful equity ownership aligns interests with shareholders (over $100,000; 222,252 shares) .
-
Concerns and potential conflicts (RED FLAGS highlighted)
- RED FLAG: Not independent; “interested person” under the 1940 Act due to affiliation with Stellus Capital Management, which receives management and incentive fees—an inherent conflict of interest .
- RED FLAG: Dual board role within the Stellus fund complex (Stellus Private Credit BDC), increasing potential for inter-entity conflicts; mitigated via an SEC exemptive order requiring an independent director “required majority” to approve co-investments on fair terms .
- Board does not have a Lead Independent Director; however, independent directors meet in executive session and committees are fully independent with defined charters .
- Related-party exposure: Advisory agreement with Stellus Capital Management; Messrs. Ladd and D’Angelo have a direct or indirect pecuniary interest in the adviser .
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Mitigants and process controls
- Independent Audit, Compensation, and Nominating & Governance Committees with clear authority and charters; Audit Chair designated as financial expert .
- Co-investment safeguards under SEC order require independent director approvals ensuring fairness and no overreaching .
- Company has codes and policies (Code of Ethics, Insider Trading Policy, Compensation Recoupment Policy for executive officers) and an annual Board/committee evaluation process .
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Implications for investors
- Alignment via personal share ownership is positive; absence of director cash/equity pay from the Company for interested directors removes pay-related distortions at the Company level .
- The primary governance risk stems from advisor affiliation and complex interlocks; investors should monitor co-investment activity and independent committee oversight rigor given the lack of a Lead Independent Director .