David Wachter
About David S. Wachter
Independent director of SLR Investment Corp. (SLRC); age 61; Class I director since 2007, with term expiring in 2025 and nominated for re‑election to a three‑year term expiring in 2028 . CEO and founder of W Capital Partners (private equity GP solutions secondary investor) since 2001; prior 15 years as an investment banker; as of 2024 W Capital is a division of AXA IM; Wachter is not an “interested person” under the 1940 Act . Oversees four portfolios across the SLRC fund complex; recognized for extensive private equity and investment banking expertise valuable to SLRC’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| W Capital Partners | CEO & Founder | 2001–present | Specialist GP solutions secondary investor; firm became a division of AXA IM in 2024 |
| Investment Banking (prior career) | Banker | ~15 years prior to 2001 | Capital markets and advisory experience |
| SLR Senior Investment Corp. | Director (prior) | 2011–Apr 2022 | Prior BDC board service within SLR fund complex |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SCP Private Credit Income BDC LLC (Fund Complex) | Director | Since 2018 | Unlisted BDC advised by SLR Capital Partners |
| SLR HC BDC LLC (Fund Complex) | Director | Since 2020 | Unlisted BDC focused on healthcare credit |
| SLR Private Credit BDC II LLC (Fund Complex) | Director | Since 2022 | Unlisted BDC focused on first‑lien senior loans |
| Other public company boards (non‑Fund Complex) | None disclosed | — | Wachter’s disclosed directorships are within the SLR fund complex; no external public boards listed |
Board Governance
- Committees: Member of Audit, Compensation, and Nominating & Corporate Governance Committees; Chairman of the Nominating & Corporate Governance Committee .
- Independence: Board annually reviews independence; Wachter is independent and not an “interested person” under NASDAQ rules and Section 2(a)(19) of the 1940 Act .
- Attendance & Engagement: In 2024, SLRC held 5 board meetings, 5 Audit Committee meetings, 1 Nominating & Corporate Governance meeting, and 1 Compensation Committee meeting; all directors attended at least 75% of the aggregate meetings of the board and their committees; two directors attended the 2024 annual meeting virtually .
- Risk Oversight: Board conducts risk oversight via the three independent director‑only committees and compliance oversight by the Chief Compliance Officer, including an annual CCO report and executive sessions with independent directors; oversight includes cybersecurity and third‑party IT provider monitoring .
- Leadership Structure: Chairman is an interested director (Michael S. Gross); the board does not have a designated lead independent director but mitigates conflicts via executive sessions and independent committees .
Fixed Compensation
| Component | Amount (USD) | Basis |
|---|---|---|
| Base annual fee | $100,000 | Independent director base fee |
| Board meeting fees | $12,500 | 5 board meetings × $2,500 per meeting in 2024 |
| Committee meeting fees | $7,000 | 7 committee meetings × $1,000 per meeting in 2024 (5 Audit, 1 Nominating, 1 Compensation) |
| Committee chair fee | $2,500 | Nominating & Corporate Governance Committee chair stipend |
| Total compensation from SLRC (2024) | $122,000 | Reported total aligns with fee schedule and 2024 meeting count |
| Total compensation from Fund Complex (2024) | $197,000 | Includes other BDCs in fund complex |
Notes: Independent directors may elect to receive fees in SLRC common stock at the greater of NAV or market price; no shares were issued in lieu of cash to independent directors in 2024 . SLRC does not maintain director stock/option plans, non‑equity incentive plans, or pensions for directors .
Performance Compensation
| Performance‑linked element | Status |
|---|---|
| Equity awards (RSUs/PSUs/options) | Not granted to directors; no stock/option plans for directors |
| Bonus/short‑term incentives | Not applicable to directors |
| Performance metrics (TSR, EBITDA, ESG) | Not applicable to directors |
| Clawbacks/COC/severance for directors | Not disclosed; director compensation is fee‑based |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| SLR Senior Investment Corp. | Public BDC (prior) | Director (2011–Apr 2022) | Within SLR fund complex; adviser/administrator relationships centralize governance; co‑investment exemptive order governs allocations |
| SCP Private Credit Income BDC LLC | Unlisted BDC | Director | Same adviser (SLR Capital Partners); overlapping governance/fees |
| SLR HC BDC LLC | Unlisted BDC | Director | Same adviser (SLR Capital Partners); healthcare focus |
| SLR Private Credit BDC II LLC | Unlisted BDC | Director | Same adviser (SLR Capital Partners); upper middle market focus |
Expertise & Qualifications
- Extensive private equity secondary/GP solutions expertise and 15 years of investment banking experience; provides seasoned financial management insight to SLRC’s board .
- Active participation on Audit, Compensation, and Nominating committees; chairs the Nominating & Corporate Governance Committee, contributing to board composition and governance principles .
- Oversees four portfolios in the fund complex, supporting cross‑BDC governance continuity .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 53,494 shares |
| Shares outstanding (Record Date) | 54,554,634 shares |
| Ownership % of shares outstanding | ~0.098% (53,494 ÷ 54,554,634) |
| Dollar range of SLRC equity owned | Over $100,000 |
| Dollar range of equity in Fund Complex | Over $100,000 (no beneficial ownership in unlisted BDCs) |
Section 16 compliance: All Section 16(a) filings were timely for 2024 except one late Form 4 for Andrea C. Roberts; no late filings disclosed for Wachter .
Governance Assessment
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Strengths:
- Independent director with deep private equity and banking expertise; chairs Nominating & Corporate Governance Committee, supporting board refreshment and governance standards .
- Active committee engagement across Audit and Compensation; independent committees perform core risk oversight functions, including valuation, governance principles, and advisory/administration agreements .
- Clear disclosure of director fee schedule and meeting activity; Wachter’s 2024 compensation reconciles to base, meeting fees, and chair stipend, suggesting consistent engagement .
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Potential conflicts and mitigants:
- SLRC is externally managed by SLR Capital Partners; co‑investment and allocation decisions across affiliated vehicles can create conflicts, mitigated by an SEC exemptive order and allocation policies, but decisions remain at the adviser’s discretion .
- Advisory and administration fee relationships with SLR Capital Partners/SLR Capital Management create inherent conflicts; board re‑approves the Advisory Agreement annually with independent director majority and considers fees, performance, and alternatives .
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Risk indicators and red flags:
- No designated lead independent director while the chair is an “interested person”; this structure may dilute independent oversight despite mitigations via executive sessions and committee independence (RED FLAG) .
- Joint Code does not expressly prohibit hedging transactions; independent directors are exempt from pre‑clearance, potentially weakening alignment (RED FLAG) .
- Broad adviser‑affiliated ecosystem (multiple BDCs) raises persistent related‑party exposure; reliance on exemptive order and policies is necessary but not foolproof (RED FLAG) .
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Ownership alignment:
- Wachter holds 53,494 shares (~0.098% of outstanding), dollar range “Over $100,000,” providing some alignment, though director equity is not structurally emphasized via grants/elective stock fees in 2024 .
Implications: Governance quality for Wachter reflects strong committee leadership and independence; key investor watch‑items remain SLRC’s leadership structure (no lead independent), the permissive hedging policy, and adviser‑related conflicts requiring ongoing scrutiny of committee rigor and annual advisory agreement review outcomes .