Bruce Spohler
About Bruce Spohler
Bruce Spohler, 64, serves as Co‑Chief Executive Officer, Chief Operating Officer, and Director of SLR Investment Corp. (SLRC). He has been COO since February 2007, Co‑CEO since June 2019, and a Class II Director since 2009 with a term expiring in 2026 . He is a managing member and senior investment professional of SLR Capital Partners, SLRC’s external adviser, which creates an “interested director” status (not independent) under NASDAQ and 1940 Act rules . As an externally managed BDC, SLRC does not directly pay its executive officers; Spohler’s economics are tied to his interest in SLR Capital Partners’ profits, which include fees paid by SLRC under the Advisory Agreement .
Performance metrics (TSR, revenue/EBITDA growth) tied to Spohler’s compensation are not disclosed at SLRC given the external management structure; the Board has adopted a clawback policy compliant with Rule 10D‑1 for any incentive compensation the Company might award in the future .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SLR Investment Corp. | Chief Operating Officer | Since Feb 2007 | Co‑led platform operations, underwriting and portfolio execution as externally managed BDC |
| SLR Investment Corp. | Co‑Chief Executive Officer | Since Jun 2019 | Strategic leadership across origination, portfolio, and multi‑BDC coordination |
| SLR Investment Corp. | Director (Class II) | Since 2009; term expires 2026 | Board oversight of adviser performance, valuation policies, and risk |
| SLR Senior Investment Corp. | Director | 2010–Apr 2022 | Governance and oversight during senior lending focus; board exit in Apr 2022 |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SLR Capital Partners (Adviser) | Managing Member; Senior Investment Professional | Ongoing | Economic interest in advisory profits; control and influence over fee structures and platform strategy |
| SCP Private Credit Income BDC LLC | Co‑Chief Executive Officer | Since Jun 2019 | Senior secured and asset‑based lending strategy across private credit BDC |
| SLR HC BDC LLC | Co‑Chief Executive Officer | Since Sep 2020 | Healthcare‑focused senior secured credit strategy |
| SLR Private Credit BDC II LLC | Co‑Chief Executive Officer | Since Apr 2022 | Upper‑middle‑market first‑lien senior secured floating rate loans strategy |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary (paid by SLRC) | None | None | SLRC does not directly compensate executive officers; no stock/option/non‑equity incentive/pension plans for officers |
| Cash Bonus (paid by SLRC) | None | None | Externally managed; no Company bonus program for executive officers |
| Director Fees (as Interested Director) | $0 | $0 | No compensation paid to “interested” directors; independent directors only |
| Adviser‑linked Economics | Not disclosed | Not disclosed | Spohler entitled to a portion of SLR Capital Partners’ profits, which include advisory fees paid by SLRC, net of adviser expenses |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Incentive‑based compensation (Company‑paid) | N/A | N/A | N/A | N/A | N/A |
| Policy context | — | — | — | — | Board adopted a clawback policy (effective Nov 6, 2023) to recover erroneously awarded incentive‑based compensation in the event of financial restatement, regardless of misconduct |
SLRC currently neither pays nor plans to pay incentive‑based compensation to executive officers; if that changes, Compensation Committee oversight and clawback would apply .
Equity Ownership & Alignment
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial Shares Owned (units) | 3,719,009 | 3,799,031 |
| Ownership as % of Shares Outstanding | 6.8% (based on 54,554,634 shares) | 7.0% (based on 54,554,634 shares) |
Ownership detail (indirect interests):
- Includes interests via Solar Capital Investors I (1,285,013 shares) and II (715,000 shares), Solar Senior Capital Investors (355,107 shares), SLR Capital Management (77 shares), and Solar Capital Partners Employee Stock Plan LLC (925,474 shares). Spohler and Gross may be deemed to beneficially own a portion by virtue of their ownership interests, and each disclaims beneficial ownership except to extent of pecuniary interest .
- Includes 199,466 shares in a trust where Spohler is co‑trustee and a beneficiary (Spohler Trust) and 243,021 shares in a limited liability company in which he holds a pro rata interest (Spohler LLC); he disclaims beneficial ownership except to the extent of pecuniary interest .
Policies impacting alignment:
- Joint Code of Ethics and Insider Trading Policy does not expressly prohibit hedging transactions; pre‑clearance is required for “Reportable Securities” for directors, officers, and employees (independent directors excepted). Pledging is not addressed in the Joint Code section disclosed in the proxy .
Employment Terms
- No employment or compensatory agreement between SLRC and Spohler is disclosed; executive officers are paid by the adviser or administrator, with SLRC reimbursing allocable portions for certain personnel not including Spohler .
- Indemnification agreements provide maximum indemnification permitted under Maryland law and the 1940 Act, including advancement of legal expenses, for directors (including Spohler) in their corporate capacity .
Board Governance
- Spohler is an “interested director” owing to his roles at SLRC and SLR Capital Partners, and is not independent under NASDAQ Rule 5605(a)(2) and Section 2(a)(19) of the 1940 Act .
- Committees (Audit, Nominating and Corporate Governance, Compensation) are composed solely of independent directors; Spohler does not serve on these committees .
- Board meeting cadence and attendance: 2024—five board meetings, five Audit, one Nominating, one Compensation; all directors then in office attended at least 75% of aggregate meetings. 2023—seven board, five Audit, two Nominating, one Compensation; all directors attended at least 75% .
- Board leadership: Michael S. Gross (Co‑CEO/President) is Chairman; the Board does not currently have a designated lead independent director. The Board acknowledges potential conflicts with a non‑independent chair but cites offsetting governance practices (independent‑only committees, independent director executive sessions, CCO oversight) .
Director Compensation
| Component | Policy | Amount for Spohler |
|---|---|---|
| Interested Director Compensation | No compensation paid to interested directors (as defined in the 1940 Act) | $0 |
| Independent Director Compensation | Base annual fee $100,000; $2,500 per board meeting ($1,500 telephonic); $1,000 per committee meeting; committee chair fees: Audit $7,500, Nominating $2,500, Compensation $2,500. Option to receive fees in stock at NAV/market price; no stock issued in 2024 for fees | Not applicable to Spohler |
Related Party Transactions
- Advisory Agreement with SLR Capital Partners: Gross and Spohler are managing members with financial and controlling interests; SLRC pays advisory fees and the adviser earns profits (which drive Spohler’s economics) .
- Administration Agreement with SLR Capital Management: SLRC reimburses allocable overhead/expenses, including compensation for CFO/CCO staffs and compliance function; license agreement for “SOLAR” and “SLR” marks .
- SLR Capital Partners and affiliates manage other BDCs/funds with potentially similar mandates; SLRC officers (including Spohler) serve in similar capacities across these entities .
Investment Implications
- Pay‑for‑performance alignment: Spohler’s compensation is linked to adviser profits rather than SLRC‑level incentive plans; this ties his economics to AUM/fee growth and platform profitability rather than Company‑specific EPS/TSR targets—evaluate advisory fee terms, waivers, and performance vs NAV/ROE to assess alignment .
- Ownership signal: A ~7.0% beneficial stake as of the 2025 record date indicates material skin‑in‑the‑game; indirect holdings through entities and trusts are disclaimed except for pecuniary interest .
- Governance risk mitigants vs conflicts: Dual role (Co‑CEO/COO/Director and adviser managing member) and non‑independent chair present inherent conflicts; mitigants include independent‑only committees, CCO reporting, and executive sessions, though absence of a lead independent director warrants continued monitoring .
- Trading pressure and hedging: The Joint Code does not expressly prohibit hedging; pre‑clearance is required for reportable securities. Monitor Section 16 filings for any insider transactions and consider potential hedging activity impacts on alignment given policy flexibility .
- Board engagement/attendance: Healthy attendance rates and established committee oversight on valuation and advisory/administration agreements support process rigor, which is crucial in externally managed BDCs .