Jay Carvell
About Jay Carvell
Jay Carvell (59) is an interested director of WhiteHorse Finance, Inc. (WHF), serving on the Board since 2012, with his current Class II term expiring in 2026 . He previously served as WHF’s Chief Executive Officer until May 2016 and was a Managing Director at an H.I.G. Capital–affiliated investment adviser until June 2022; he holds a B.A. and M.B.A. from the University of Texas at Austin and is a Chartered Financial Analyst (CFA) . The Board has determined he is not independent under Nasdaq and the Investment Company Act of 1940 due to his prior affiliation with the adviser .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WhiteHorse Finance, Inc. | Chief Executive Officer | Until May 2016 | Led WHF’s operations and investment process |
| H.I.G. Capital–affiliated investment adviser | Managing Director | Until June 2022 | Sourcing, structuring, portfolio management responsibilities |
| WhiteHorse Capital Partners, L.P. | Founding Partner | 2003–prior to joining H.I.G. Capital (exact end date not disclosed) | Co-managed CLO portfolios across cycles |
| Highland Capital Management, L.P. | Various positions | Prior to 2003 | Credit investment, structuring/trading |
| PricewaterhouseCoopers LLP | Various positions | Prior to 2003 | Audit/transaction services experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None | — | — | No other public company directorships disclosed in past five years . |
Board Governance
- Board composition: seven directors; four Independent Directors and three Interested Directors (Aronson, Bolduc, Carvell) .
- Independence: Carvell is an interested director due to his prior role with an H.I.G.-affiliated adviser .
- Committees: Audit, Compensation, and Nominating & Corporate Governance committees are limited to Independent Directors; Carvell is not a member .
- Attendance: The Board held four meetings in FY 2024; all directors attended at least 75% of Board and applicable committee meetings; three of seven directors attended the 2024 annual meeting .
| Committee | Chair | Members | Carvell Membership |
|---|---|---|---|
| Audit Committee | Rick D. Puckett | Frier, Puckett, Smith, Volpe (all independent) | Not eligible (interested director; committees limited to independents) |
| Compensation Committee | Rick P. Frier | Frier, Puckett, Smith, Volpe (all independent) | Not eligible (interested director; committees limited to independents) |
| Nominating & Corporate Governance Committee | G. Stacy Smith | Frier, Puckett, Smith, Volpe (all independent) | Not eligible (interested director; committees limited to independents) |
Fixed Compensation
| Year | Cash Retainer | Committee Fees | Equity Grants | Total |
|---|---|---|---|---|
| 2024 | $0 (no comp paid to interested directors) | $0 | $0 | $0 |
Independent Director fee schedule (context): Annual fee increased from $102,000 to $107,500 as of October 30, 2024; committee chair fees: Audit $15,000, other committees $10,000 .
Performance Compensation
- No performance-based compensation, equity awards (RSUs/PSUs), or options are disclosed for interested directors; WHF pays no compensation to interested directors .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| None disclosed | — | No public company boards disclosed for past five years . |
Expertise & Qualifications
- 22+ years in credit investment and management; experience across par/distressed loans and CLOs .
- Prior CEO of WHF; role in sourcing, structuring, underwriting, and portfolio oversight .
- Education and credentials: B.A. and M.B.A. (University of Texas at Austin); CFA .
Equity Ownership
| Record Date | Shares Beneficially Owned | Ownership % of Outstanding | Dollar Range |
|---|---|---|---|
| June 6, 2025 | 15,630 | ~0.067% (15,630 / 23,243,088; calculated) | Over $100,000 |
Total shares outstanding at record date: 23,243,088 . Proxy categorizes director dollar ranges; Carvell’s is “Over $100,000” .
Governance Assessment
- Independence and committee access: Carvell is an interested director due to his prior role with an H.I.G.-affiliated adviser, and WHF limits committee membership to Independent Directors—reducing his formal participation in audit, compensation, and nomination oversight but also reinforcing committee independence .
- Conflicts and related-party exposure (RED FLAG): WHF is externally managed by H.I.G. WhiteHorse Advisers under an Investment Advisory Agreement; fees in FY 2024 were $12.1 million base and $9.3 million incentive, with an Administration Agreement paying $0.7 million—creating potential misalignment between fee revenues and shareholder returns; Carvell’s affiliation is the reason for his “interested” status . Co-investment exemptive relief governs transactions with affiliates; allocation policies exist but cannot assure favorable allocations to WHF in all cases .
- Hedging policy risk (RED FLAG): The Joint Code of Ethics does not expressly prohibit hedging or offsetting transactions in WHF common stock, which can weaken alignment signals, though no hedging by Carvell is disclosed .
- Ownership alignment: Carvell beneficially owns 15,630 shares (~0.067% of outstanding), categorized “Over $100,000”; while meaningful in absolute terms, the stake is small relative to float and adviser fee exposure .
- Board leadership and engagement: The Board has no Lead Independent Director; the Audit Chair (Puckett) acts as liaison between Independent Directors and management—an adequate workaround but short of a formal lead independent role . Attendance met minimum standards; only three of seven directors attended the 2024 annual meeting, indicating room to strengthen visible shareholder engagement .
Overall signal: Carvell brings deep credit and CLO expertise and WHF-specific operating history, but his interested status and the adviser fee structure elevate perceived conflict risks. Independent committee oversight and documented allocation/conflict policies mitigate but do not eliminate these concerns .