W. Todd Huskinson
About W. Todd Huskinson
W. Todd Huskinson (born 1964) serves as Chief Financial Officer, Chief Compliance Officer, Treasurer, and Secretary of Stellus Capital Investment Corporation and has held these officer roles since 2012; he is also a founding partner of Stellus Capital Management and serves in the same officer capacities at Stellus Private Credit BDC since 2021. He holds a B.B.A. in accounting from Texas A&M University and is a certified public accountant, with over 30 years of finance, accounting, and operations experience including senior roles at D. E. Shaw, BearingPoint/KPMG Consulting, and Arthur Andersen . SCM discloses that executive officers are not compensated by the Company, with services provided by employees of Stellus Capital Management under advisory and administration agreements; SCM has adopted a Compensation Recoupment Policy and an Insider Trading Policy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| D. E. Shaw group (Direct Capital Group) | Director | Aug 2005–Jan 2012 | Leadership role in a global investment and technology firm’s principal investing group |
| BearingPoint (formerly KPMG Consulting) | Managing Director | Jul 2002–Jul 2005 | Led Houston office’s middle‑market management consulting practice |
| Arthur Andersen LLP | Partner | Dec 1987–Jun 2002 | Served clients across audit, corporate finance, and consulting |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stellus Capital Management (Advisor to SCM) | Founding Partner | Not disclosed | Co‑founder of external manager; direct/indirect pecuniary interest in Advisor |
| Stellus Private Credit BDC | CFO, CCO, Treasurer, Secretary | Since 2021 | Officer of affiliated BDC managed by a majority‑owned subsidiary of SCM |
Fixed Compensation
SCM reports that none of its executive officers, including Mr. Huskinson, is compensated by the Company; services are provided via employees of Stellus Capital Management pursuant to advisory and administration agreements .
| Component | Amount/Status | Notes |
|---|---|---|
| Base Salary | Not compensated by SCM | Executive compensation paid by external Advisor, not the Company |
| Target Bonus % | Not compensated by SCM | No Company bonus program disclosed for executive officers |
| Actual Bonus Paid | Not compensated by SCM | No Company cash incentive payouts disclosed |
Performance Compensation
No Company‑level equity or cash incentive awards are disclosed for Mr. Huskinson; SCM has adopted a Compensation Recoupment Policy applicable if incentive‑based compensation were erroneously awarded due to an accounting restatement .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable at Company | — | — | — | — | — |
| Compensation Recoupment Policy | Policy tool | Applies on restatement | — | Clawback potential | Company policy adopted |
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Shares Beneficially Owned (units) | 37,738 | 37,757 | 43,911 |
| Shares Outstanding (units) | 20,835,746 | 24,125,642 | 28,416,148 |
| Ownership as % of Shares Outstanding | Less than 1% | Less than 1% | Less than 1% |
| Dollar Range of Equity Securities Owned | Over $100,000 | Over $100,000 | Over $100,000 |
- Beneficial ownership determinations follow SEC rules; “less than 1%” is disclosed for Mr. Huskinson, consistent with the share counts above .
- Insider Trading Policy is in place; pledging/hedging specifics are not detailed in the proxy beyond adoption of insider trading controls .
Employment Terms
| Term | Disclosure | Notes |
|---|---|---|
| Officer Since | 2012 | CFO, CCO, Treasurer, Secretary |
| Employment Arrangement | Employee of Stellus Capital Management | SCM has no employees; executive services provided by Advisor under agreements |
| Compensation by Company | None | SCM does not pay executives; no Company salary/bonus/equity awards |
| Clawback (Recoupment) | Adopted | Applies if incentive‑based compensation is erroneously awarded (restatement) |
| Insider Trading Policy | Adopted | Governs purchases/sales/dispositions by directors/officers/employees |
| Related Party / Conflicts | Pecuniary interest in Advisor | Huskinson (with Ladd and D’Angelo) has direct/indirect interest in Stellus Capital Management |
Compensation Committee Analysis
- Committee members: William C. Repko (Chair), Bruce R. Bilger, J. Tim Arnoult; all independent under 1940 Act and NYSE rules .
- 2024 meeting frequency: met once; remit covers director compensation oversight and, as applicable, executive compensation; not required to produce an executive compensation report because executives are not compensated by the Company .
Investment Implications
- Pay‑for‑performance alignment at the Company is structurally limited: SCM does not compensate executive officers at the Company level, so traditional salary/bonus/PSU/option levers are absent; alignment is instead via share ownership (over $100k) and interests in the external Advisor, which introduces potential conflicts tied to management and incentive fees .
- Retention risk appears low: tenure since 2012 and founding‑partner status at the Advisor suggest strong continuity; no 8‑K disclosures of executive departures and Section 16 filings are represented as timely, supporting governance stability .
- Insider selling pressure: proxy discloses beneficial ownership levels but not ongoing Form 4 transaction detail; Insider Trading Policy exists, but absence of pledging/hedging specifics in proxy limits visibility on potential leverage‑related selling pressure .
- Governance oversight: an independent compensation committee, recoupment policy, and insider trading controls are positives; however, the direct/indirect pecuniary interest in the Advisor underscores the importance of monitoring related‑party dynamics and fee‑linked incentives across the fund complex .