William C. Repko
About William C. Repko
William C. Repko, age 75, is an independent director of Stellus Capital Investment Corporation (SCM) and has served on the board since 2012; he is nominated for re‑election to a three‑year term expiring in 2028. He brings over 40 years of finance and restructuring experience, including co‑founding Evercore’s Restructuring and Debt Capital Markets Group, and holds a B.S. in Finance from Lehigh University; he is independent under the 1940 Act and NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evercore Partners Inc. | Senior Advisor; Senior Managing Director; Co‑founder, Restructuring & Debt Capital Markets Group | Sept 2005 – Feb 2014 (retired) | Co‑founded restructuring/DCM practice; senior advisory leadership |
| J.P. Morgan Chase | Chairman & Head of Restructuring Group | Not disclosed (prior to 2005) | Led restructuring solutions for clients |
| Manufacturers Hanover Trust Company (merged into J.P. Morgan) | Various roles (joined MHT) | Joined 1973 | Banking foundation pre-mergers into J.P. Morgan |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stellus Private Credit BDC | Trustee | Since 2021 | Part of SCM fund complex governance |
| Danaos Corporation (NYSE: DAC) | Director | Since 2014 | Public company directorship |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; Compensation Committee member and Chairman .
- Attendance and engagement: Board met six times in 2024; each director attended at least 75% of board and committee meetings; audit committee met six times, nominating committee met once, compensation committee met once in 2024 .
- Independence: Independent under the 1940 Act/NYSE; only Messrs. Ladd and D’Angelo are “interested” directors .
- Lead Independent Director: None; independent directors meet in executive session with the Audit Committee chair presiding; independent‑only committees mitigate chair/CEO conflict .
- Co‑investment oversight: As an independent director, participates in “required majority” approvals for co‑investments under SEC exemptive order to ensure fairness and no over‑reaching by affiliates .
Fixed Compensation
Director pay is cash‑based with meeting and chair fees; independent directors may elect to receive fees in shares at the greater of NAV or market price.
| Item | 2022 | 2024 |
|---|---|---|
| Aggregate Cash Compensation from SCM (Repko) | $101,000 | $134,000 |
| Total Compensation from Fund Complex (Repko) | $105,000 | $184,000 |
| Annual retainer (standard for independents) | $75,000 | $100,000 |
| Regular/special Board meeting fee (per meeting) | $2,500 | $2,500 |
| Committee meeting fee (per meeting) | $1,000 | $1,000 |
| Committee chair fee – Audit | $15,000 (not applicable to Repko) | $15,000 (not applicable to Repko) |
| Committee chair fee – Compensation | $5,000 (applicable to Repko as Chair) | $5,000 (applicable to Repko as Chair) |
| Committee chair fee – Nominating & Governance | $5,000 (not applicable to Repko) | $5,000 (not applicable to Repko) |
| Equity election option (fees payable in stock) | Available | Available |
Performance Compensation
No performance‑based compensation is disclosed for directors (no bonuses, RSUs/PSUs, options, or TSR/ESG metrics); SCM also discloses a compensation recoupment policy for executive officers tied to restatements, not applicable to directors.
| Component | Structure | Metrics | Vesting |
|---|---|---|---|
| Bonus | None disclosed for directors | Not applicable | Not applicable |
| Stock awards (RSUs/PSUs) | None disclosed; directors may elect cash fees paid in stock | Not applicable | Not applicable |
| Options | None disclosed for directors | Not applicable | Not applicable |
| Clawback policy | Executive officer incentive recoupment policy adopted | Restatement‑triggered (executives) | Not applicable to directors |
Other Directorships & Interlocks
| Company | Role | Committees/Notes |
|---|---|---|
| Stellus Private Credit BDC | Trustee | Independent governance role in SCM fund complex |
| Danaos Corporation (NYSE: DAC) | Director | Public shipping company directorship; committee roles not disclosed in SCM proxy |
Compensation Committee interlocks: None; all members (including Repko) are independent and not present/past employees; no Item 404 related‑party disclosures for committee members .
Expertise & Qualifications
- Turnaround/restructuring leader: Co‑founded Evercore’s Restructuring & DCM practice; prior chair/head of restructuring at J.P. Morgan .
- Recognized by TMA Hall of Fame for restructuring/credit expertise .
- Education: B.S. in Finance, Lehigh University .
- Industry exposure: Multi‑decade investment banking and distressed finance experience; complements BDC credit oversight .
Equity Ownership
| Metric | 2023 | 2025 |
|---|---|---|
| Shares beneficially owned (Repko) | 10,000 | 10,000 |
| Ownership as % of outstanding | <1% | <1% |
| Dollar range of SCM equity | Over $100,000 (at $14.53 on 4/24/2023) | Over $100,000 (at $12.75 on 4/17/2025) |
| Dollar range – Fund complex | Over $100,000 | Over $100,000 |
Insider Trades
| Year | Section 16(a) compliance (proxy disclosure) |
|---|---|
| 2022 | All required filings timely for directors and officers |
| 2024 | All required filings timely for directors and officers |
Governance Assessment
- Board effectiveness: Repko serves on all three key committees and chairs Compensation, indicating strong engagement and influence over pay policies and director compensation structure; audit and nominating committee membership supports valuation and governance oversight for an externally managed BDC .
- Independence and alignment: Independent status under the 1940 Act/NYSE; ability to take fees in stock enhances alignment; beneficial ownership “over $100,000” signals skin‑in‑the‑game, though absolute share count is modest vs. float .
- Co‑investment and related‑party oversight: As part of the “required majority,” Repko helps enforce fairness in affiliate co‑investments and mitigate adviser conflict risks intrinsic to external management structures .
RED FLAGS
- No Lead Independent Director; potential chair/CEO dominance risk mitigated by independent‑only committees and executive sessions led by Audit Chair .
- Fixed pay escalation: Independent director retainer increased from $75,000 (2022) to $100,000 (2024), raising fixed cash mix without performance linkage; Repko’s total SCM compensation rose to $134,000 in 2024 vs. $101,000 in 2022 .
- Dilution risk context: Board annually seeks authorization to issue shares below NAV up to 25% of outstanding; while not director‑specific, ongoing use can be investor‑confidence sensitive and requires vigilant independent oversight .