Andrea Roberts
About Andrea C. Roberts
Andrea C. Roberts (age 68) is an independent Class I Director of SLR Investment Corp. (SLRC) since 2023, appointed on August 28, 2023, with her current term expiring in 2025; she is not an “interested person” under the 1940 Act . Roberts co-founded Genesis Capital Corporation (investment banking) in 1994 and is President and sole owner of Orbis Associates, Inc., a consulting firm exclusively serving Genesis Capital since 1994; she brings deep expertise in investment banking and asset‑based financing . She serves on SLRC’s Audit, Nominating & Corporate Governance, and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genesis Capital Corporation | Co-Founder & Managing Director | Since 1994 | Investment banking expertise; asset‑based financing focus |
| Orbis Associates, Inc. | President & Sole Owner | Since 1994 | Exclusive consulting to Genesis Capital |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Trinity Episcopal School | Director | 2019–2022 | Non-profit board role |
Board Governance
- Independence: Roberts is independent under NASDAQ rules and not an “interested person” under the 1940 Act .
- Committees: Audit; Nominating & Corporate Governance; Compensation .
- Committee chairs: Audit (Chair: Steven Hochberg), Nominating (Chair: David S. Wachter), Compensation (Chair: Leonard A. Potter). Roberts is a member, not a chair .
- Attendance and engagement: In 2024, the board held 5 meetings; Audit 5; Nominating 1; Compensation 1. All directors then in office attended at least 75% of the aggregate number of board and respective committee meetings; two directors attended the 2024 annual meeting virtually .
- Risk oversight: The three independent-only committees perform risk oversight; Audit oversees financial reporting, internal controls, and valuation (with third‑party valuation firms); Nominating oversees governance principles and board evaluation; Compensation oversees advisory and administration agreement reviews .
- Codes of ethics and trading: SLRC and its BDCs operate under a Joint Code of Ethics and Insider Trading Policy; hedging is not expressly prohibited. Notably, with the exception of independent directors, other directors/officers/employees require compliance clearance for transactions involving Reportable Securities .
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash | — | $41,239 | $119,500 |
| Stock Awards | — | — | — |
| Total Compensation from Company | — | $41,239 | $119,500 |
| Total Compensation from Fund Complex | — | $41,239 | $119,500 |
- Structure: Independent directors receive a base annual fee of $100,000; plus $2,500 per board meeting ($1,500 if telephonic) and $1,000 per committee meeting; Audit Chair earns $7,500; Nominating Chair $2,500; Compensation Chair $2,500. Independent directors may elect to receive fees in stock at the greater of NAV or market price; no shares were issued in lieu of cash during 2024 . The same structure applied in 2023; no shares issued in lieu of cash during 2023 .
- D&O Insurance: Purchased on behalf of directors and officers .
- Indemnification: Company provides indemnification agreements to directors, with advancement of legal expenses to the maximum extent permitted by Maryland law and the 1940 Act .
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Non‑equity incentive plan for directors | None | Company does not maintain non‑equity incentive plans for directors |
| Stock awards (RSUs/PSUs) | None | Company does not maintain stock/option plans for directors; no direct equity grants historically |
| Option awards | None | No director option plan |
| Performance metrics tied to director pay | Not applicable | Director compensation is cash fees and meeting fees; no performance framework |
| Clawback policy | Applies to executive officers; administered by Compensation Committee | Adopted Nov 6, 2023 per Rule 10D‑1; recovery upon restatement, regardless of misconduct; no recoveries required through Dec 31, 2024 |
Note: Independent directors can elect to receive fees in stock instead of cash; no such elections occurred in 2024 or 2023 .
Other Directorships & Interlocks
| Type | Company | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Public company | None disclosed | — | None disclosed |
| Fund complex oversight | SLRC Fund Complex | Oversees 1 portfolio | Standard BDC complex oversight count |
| Non-profit | Trinity Episcopal School | Director (2019–2022) | No apparent SLRC business ties |
Expertise & Qualifications
- Financial and lending expertise: Extensive investment banking and asset‑based financing experience via Genesis Capital and Orbis Associates .
- Governance: Active roles on Audit, Nominating & Corporate Governance, and Compensation Committees .
- Board diversity matrix: Board had one female director as of Oct 9, 2024 (total 6 directors) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 32,190 | Less than 1% of shares outstanding (54,554,634 as of Record Date) |
| Ownership % of class | <1% | “*” indicates less than 1% per proxy table |
| Breakdown – Direct | 25,000 shares | Direct holdings |
| Breakdown – Pension Plan | 7,190 shares (CWR Pension Plan) | Disclaims beneficial ownership except to pecuniary interest |
| Dollar range of equity owned | Over $100,000 | Based on $15.54 stock price at Record Date |
| Shares pledged as collateral | Not disclosed | No pledging disclosure identified in proxy |
Insider Trades (Recent)
| Trade Date | Type | Shares | Price | Value | Post-Trade Holdings | Source |
|---|---|---|---|---|---|---|
| 2024-06-14 | Purchase | 25,000 | $15.98 | $399,500 | 25,000 | |
| 2025-09-09 | Purchase | 7,190 | $16.73 (weighted avg.) | $120,254 | 32,190 |
- Note: One late Form 4 filing for Roberts in FY 2024, relating to one acquisition of SLRC common stock, per SLRC’s 2025 proxy .
Governance Assessment
-
Strengths
- Independent director with relevant financial and asset‑based financing expertise; serves on all three key committees, supporting board effectiveness and risk oversight .
- Active meeting cadence and minimum attendance: board (5), Audit (5), Nominating (1), Compensation (1) in 2024; all directors attended at least 75% of aggregate meetings .
- Transparent director fee structure; no equity grants to directors; option to take fees in stock not utilized in 2024 (reduces dilution risk) .
- Formal indemnification and D&O insurance support governance continuity .
-
Watch items / potential red flags
- Hedging policy does not expressly prohibit hedging; independent directors are excepted from preclearance for Reportable Securities transactions under the Joint Code—this may reduce trading controls for independent directors .
- Late Section 16 Form 4 in 2024 (single instance) indicates a procedural lapse in timely reporting, albeit limited in scope .
-
Conflicts and related‑party exposure
- No related‑party transactions disclosed involving Roberts, Genesis Capital, or Orbis Associates with SLRC in the latest proxy; continued monitoring warranted given her consulting ownership .
-
Ownership alignment
- Increased personal stake via open-market purchases in 2024 and 2025 (aggregate 32,190 shares), indicating alignment; still under 1% of outstanding shares .
Fixed Compensation (Detail)
| Fee Component | Amount/Policy | Notes |
|---|---|---|
| Base annual fee (Independent Directors) | $100,000 | Annual cash retainer |
| Board meeting fee | $2,500 per meeting; $1,500 if telephonic | Plus reimbursement of reasonable expenses |
| Committee meeting fee | $1,000 per meeting | Plus reimbursement of reasonable expenses |
| Audit Chair premium | $7,500 | Chair: Steven Hochberg |
| Nominating Chair premium | $2,500 | Chair: David S. Wachter |
| Compensation Chair premium | $2,500 | Chair: Leonard A. Potter |
| Fees payable in stock option | Allowed at greater of NAV or market price; none elected in 2024 | Also none in 2023 |
Performance Compensation (Detail)
| Performance Element | Presence | Specifics |
|---|---|---|
| Director performance-based bonus | None | No non‑equity plan for directors |
| Stock/option grants | None | Company does not maintain stock or option plan for directors |
| Performance metrics (e.g., TSR, EBITDA) | Not applicable | No performance-linked pay |
| Clawback | Executive officers only; administered by Compensation Committee; restatement-triggered recovery regardless of misconduct; no recoveries as of 12/31/2024 |
Other Directorships & Interlocks
| Company | Sector | Role | Committee Roles |
|---|---|---|---|
| None (public companies) | — | — | — |
| Trinity Episcopal School | Education/Non-profit | Director (2019–2022) | Not disclosed |
Expertise & Qualifications
- Investment banking; asset‑based financing (Genesis Capital; Orbis Associates) .
- Broad governance engagement across Audit, Nominating, Compensation committees .
- Board diversity presence (female director in 2024 matrix) .
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Total shares beneficially owned | 32,190 (as of Record Date) | |
| % of class | Less than 1% (based on 54,554,634 shares outstanding) | |
| Direct holdings | 25,000 shares | |
| Pension plan holdings | 7,190 shares (CWR Pension Plan) | |
| Dollar range | Over $100,000 | |
| Recent insider purchases | 25,000 shares @ $15.98 (6/14/2024); 7,190 shares @ $16.73 (9/9/2025, weighted avg.) |
Governance Assessment
- Overall, Roberts enhances board independence and financial oversight through multi‑committee service, with tangible ownership alignment via open‑market purchases. Risk controls could be strengthened by extending preclearance to independent directors for Reportable Securities and by reinforcing timely Section 16 compliance to avoid future late filings .