Leonard Potter

About Leonard A. Potter

Leonard A. Potter (age 62) is an independent Class III director of SLR Investment Corp. (SLRC), serving since 2009 with a current term expiring in 2027 . He is President and Chief Investment Officer of Wildcat Capital Management (since 2011) and Senior Managing Director of Vida Ventures I and II (since 2017); earlier, he was Managing Director of Soros Private Equity at Soros Fund Management (2002–2009), and the Board highlights his prior experience practicing as a corporate lawyer as core to his qualifications . The Board has determined he is independent (i.e., not an “interested person” under the 1940 Act), alongside other independent directors .

Past Roles

External Roles

Interlocks: Potter also serves on boards of SLR-managed BDCs in the fund complex, which can facilitate information flow and oversight across related entities while requiring careful conflict management .

Board Governance

• Independence and status
  • The Board determined all directors except the two co-CEOs (Gross, Spohler) are independent; Potter is not an “interested person” under the 1940 Act .
• Committee assignments (2024–2025)
  • Audit Committee: Member (Chair: Steven Hochberg; Audit Committee comprises only independent directors) .
  • Nominating & Corporate Governance Committee: Member (Chair: David Wachter) .
  • Compensation Committee: Chair (committee comprises only independent directors) .
• Attendance and engagement
  • In 2024 the Board held 5 Board meetings; committees held 5 Audit, 1 Nominating, 1 Compensation meeting; all directors then in office attended at least 75% of their Board and committee meetings; two directors attended the 2024 annual meeting virtually .
• Board leadership and oversight
  • The Chair is an interested director (Michael Gross); the Board has no designated Lead Independent Director but holds regular executive sessions of independent directors and has an active CCO reporting/oversight process .
  • Independent directors (including Potter) reviewed and re-approved the advisory agreement with SLR Capital Partners on Aug 4, 2025, concluding fees and services were reasonable (effective through Sept 1, 2026) .
• Shareholder rights
  • The Nominating & Corporate Governance Committee currently does not consider nominees recommended by stockholders .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Private equity and venture investments: Senior roles at Wildcat Capital and Vida Ventures; prior Managing Director at Soros Private Equity .
• Legal/regulatory perspective: Prior practice as a corporate lawyer cited by Board as valuable for regulatory and risk management oversight .
• Board service breadth: Service on multiple boards (public and private), including BDCs, adds industry-specific governance expertise .

Equity Ownership

Governance Assessment

• Positives

  • Independent director since 2009 with deep investment and legal background; Board explicitly cites his corporate law and private equity experience as valuable for regulatory and risk oversight .
  • Chairs the Compensation Committee; independent-only committees provide oversight of advisory and administration agreements for an externally managed BDC, including annual advisory agreement review and approval by a majority of independent directors .
  • Attendance: All directors met the ≥75% meeting attendance threshold in 2024; demonstrates baseline engagement .
  • No Section 16(a) filing delinquencies reported for Potter in 2024 .

• Watch items / RED FLAGS

  • No Lead Independent Director while the Chair is an “interested” executive; mitigations exist (executive sessions, independent committees) but structure concentrates agenda control with management .
  • Hedging not expressly prohibited; independent directors are exempt from pre-clearance for transactions in Reportable Securities—reduces alignment and oversight of trading risks for directors .
  • Nominating & Corporate Governance Committee does not consider stockholder-recommended nominees, limiting shareholder input into board composition .
  • Externally managed structure with affiliated BDCs and co-investment activity introduces allocation and exit-timing conflicts; while covered by an SEC exemptive order and allocation policy, such conflicts require continued vigilance by independent directors .
  • Director equity alignment is constrained: no equity or option grants to directors; while fee-for-stock election exists, no shares were issued in 2024 (comp remains largely cash) .

• Compensation Committee considerations

  • Composition: All independent (including Potter as Chair); authority to engage compensation consultants if needed .
  • Executive pay context: SLRC does not directly compensate executive officers (externally managed), and the company does not engage compensation consultants for executive pay; committee focus centers on advisory/administration agreements and governance of compensation-related policies .

Overall: Potter brings relevant investment and legal expertise and chairs a key independent committee in an externally managed BDC structure. Key governance risks relate to board leadership structure (no lead independent director), permissive hedging/pre-clearance posture for independent directors, and inherent conflicts in the external manager/co-investment framework—areas where sustained independent oversight, clear trading policies, and robust committee processes are critical for investor confidence .