Steven Hochberg
About Steven Hochberg
Independent director at SLR Investment Corp. (SLRC); age 63; Class II director since 2007 with current term expiring in 2026 . He serves as Audit Committee Chair and is designated an “audit committee financial expert” under Item 407 of Regulation S‑K, meeting Rule 10A‑3 independence and experience requirements . The board has determined he is independent (not an “interested person”) under the 1940 Act and NASDAQ rules . Background includes senior healthcare/venture investing roles at Deerfield Management and co-founding venture firms focused on biomedical and technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deerfield Management | Operating Partner | Since 2022 | Healthcare investing expertise brought to SLRC board |
| Deerfield Management | Partner | 2013–2021 | Financial/healthcare investing background |
| Ascent Biomedical Ventures | Co‑Founder and Manager | Since 2004 | Early-stage biomedical investing perspective |
| Triatomic Capital | Co‑Founder and Co‑General Partner | Since 2022 | Technology-focused VC perspective |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mount Sinai Health System (non‑profit) | Vice Chairman | Since Continuum merger in 2013; current role indicated | Health system governance experience |
| Continuum Health Partners | Chairman of the Board | Until 2013 merger with Mount Sinai | Chair experience |
| Cardiovascular Research Foundation | Director | Not disclosed | Oversight in cardiovascular innovation |
| Various private healthcare companies | Director | Not disclosed | Private company governance |
| SLR Senior Investment Corp. (prior public BDC) | Director | 2011–Apr 2022 | Prior SLRC complex board service |
Board Governance
- Independence: Board deems Mr. Hochberg independent; only Messrs. Gross and Spohler are “interested” due to advisory/management roles . Current directors list confirms Mr. Hochberg is not an “interested person” .
- Committee assignments and chair roles:
- Audit Committee: Member and Chair; designated “audit committee financial expert”; meets Rule 10A‑3 independence/experience; Audit Committee composition is all‑independent .
- Nominating & Corporate Governance Committee: Member; chaired by Mr. Wachter; all‑independent .
- Compensation Committee: Member; chaired by Mr. Potter; all‑independent .
- Attendance: In 2024, the board held 5 board meetings; Audit 5; Nominating & Corporate Governance 1; Compensation 1. All directors then in office attended at least 75% of the aggregate of board and relevant committee meetings; two directors attended the 2024 annual meeting virtually .
- Board leadership and engagement:
- Chair is an interested director (Michael S. Gross). The board has no designated Lead Independent Director, with counterbalancing policies including regular executive sessions of independent directors and independent committee structure .
- Stockholder and whistleblower communications channels exist; Audit Committee chair (Mr. Hochberg) may be contacted directly for accounting matters/complaints .
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| 2024 Director cash fees (Company) | $127,000 for Mr. Hochberg | |
| 2024 Director cash fees (Fund Complex total) | $202,000 for Mr. Hochberg | |
| Base annual fee (independent directors) | $100,000 | |
| Board meeting fee | $2,500 in‑person; $1,500 telephonic | |
| Committee meeting fee | $1,000 per committee meeting | |
| Chair retainers | Audit Chair: $7,500; Nominating & Governance Chair: $2,500; Compensation Chair: $2,500 | |
| Equity in lieu option | Independent directors may elect to receive fees in shares at greater of NAV or market price; no shares issued in 2024 | |
| Stock/Option/Non‑equity/Pension plans for directors | Not maintained |
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | None | Company does not maintain stock plan for directors; no equity issued in 2024 |
| Option awards | None | Company does not maintain option plan for directors |
| Performance metrics tied to director pay | N/A | No performance-based director compensation disclosed |
| Clawback applicable to directors | Not applicable | Clawback policy applies to executive officers; not to independent directors |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Mount Sinai Health System | Non‑profit | Vice Chairman | No SLRC counterparty linkage disclosed |
| Cardiovascular Research Foundation | Non‑profit | Director | No SLRC counterparty linkage disclosed |
| Private healthcare companies | Private | Director | Not specified; no SLRC related‑party link disclosed |
| SLR Senior Investment Corp. | Public (prior) | Director (2011–Apr 2022) | Within SLRC fund complex history; not current |
Expertise & Qualifications
- Financial oversight: Audit Committee Chair and “audit committee financial expert” under Item 407; meets Exchange Act Rule 10A‑3 independence/experience .
- Sector expertise: Extensive healthcare/biomedical and technology venture investing experience via Deerfield, Ascent Biomedical Ventures, and Triatomic Capital .
- Governance experience: Former board chair (Continuum) and current Vice Chair (Mount Sinai); service on multiple boards .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Shares beneficially owned (SLRC) | 2,742 | <1% of outstanding; 54,554,634 shares outstanding at record date |
| Dollar range (SLRC) | $10,001–$50,000 | Based on $15.54 stock price at record date |
| Dollar range (Fund Complex) | $10,001–$50,000 | No beneficial ownership in other complex entities disclosed |
| Pledging/Hedging | Policy does not expressly prohibit hedging; independent directors are excepted from pre‑clearance requirement | Policy detail per Joint Code of Ethics |
Governance Assessment
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Strengths
- Independence and experience: Long‑tenured independent director with deep healthcare/VC background; designated audit committee financial expert and serves as Audit Chair, enhancing financial reporting oversight .
- Independent committee structure: All Audit, Nominating & Governance, and Compensation Committee members are independent; clear charters and pre‑approval for auditor services; effective risk oversight processes .
- Attendance and engagement: Board/committee meeting cadence disclosed; all directors met the 75% attendance threshold in 2024; Audit Chair listed as contact for accounting complaints, supporting accountability .
- Section 16 compliance: Company reports timely Section 16(a) filings for 2024, with one late Form 4 for a different director; none attributed to Mr. Hochberg .
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Watch items / potential red flags
- No Lead Independent Director: Chair is an interested executive; while offset by independent committees and executive sessions, absence of an LID may be viewed as a governance weakness by some investors .
- Equity alignment: Director compensation is entirely cash with optional fee‑in‑stock election; no equity grants and modest personal ownership ($10k–$50k range; 2,742 shares), which may limit alignment vs. peers that mandate equity retainers or ownership guidelines; no director stock ownership guidelines disclosed .
- Hedging policy: Joint Code does not expressly prohibit hedging and independent directors are exempt from pre‑clearance; some investors view permitted hedging as misaligned with shareholder interests .
- Related‑party environment: While no related‑party transactions involving Mr. Hochberg are disclosed, SLRC’s externally managed structure and adviser/administrator relationships present inherent allocation/conflict management considerations; co‑investment exemptive order and allocation policies are in place .
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Overall: Mr. Hochberg enhances board effectiveness through audit leadership and sector expertise. Key alignment optics for investors to monitor are continued cash‑heavy director pay, modest personal share ownership, and the absence of a Lead Independent Director, partially mitigated by strong committee independence and established compliance frameworks .