US Executive Compensation Proxy SEC Filings — June 18, 2026

Executive Compensation Insights

By Gunpowder Editorial ·

14 high priority 14 total filings analysed

Executive Summary

This batch of 14 DEF 14A filings reveals a bifurcated market: a few high-growth industrial and consumer companies are delivering exceptional performance and linking pay to results, while a cluster of small-cap and SPAC entities face existential dilution, delisting, and governance risks.

The most powerful signal comes from **AMSC**, which posted a staggering 34% revenue surge and net income growth from $0.16 to $3.12 per share, a 1,850% YoY increase, making it a standout performer. Conversely, **Oak Woods Acquisition Corp** is in crisis, with shares delisted from Nasdaq and a forced extension vote, while **Onfolio Holdings** and **Gladstone Investment** are seeking shareholder approval for potentially massive dilution (up to 100% share increase and below-NAV sales, respectively). Insider activity is sparse, but the administrative Section 16(a) filing errors at three TCW entities signal weak governance controls. The overarching theme is that performance-driven pay is rewarded at winners like AMSC and Ralph Lauren, while distressed entities are using proxy votes to paper over fundamental capital structure problems. Investors should use the upcoming annual meeting calendar (July 23 – Aug 6) as a catalyst to either exit or add to positions based on the vote outcomes.

Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →

Filing types in this digest: DEF 14A

Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from June 17, 2026.

Investment Signals (10)

  • AMSC (BULLISH)

    Revenue surged 34% YoY to $299.2M, net income exploded 2,130% to $133.8M ($3.12 EPS vs $0.16), driven by Grid segment growth (+34%) and the Comtrafo acquisition. Seventh consecutive quarter of GAAP profitability.

  • CEO letter highlights performance 'near the top of its industry' with a focus on agility and innovation, linking executive pay to results. Class A-only voting structure concentrates power in long-term holders.

  • First year of 'Next Great Chapter: Drive' strategy delivered growth in every region despite macro volatility. New store openings in 10 global cities and AI-powered styling tool 'Ask Ralph' signal strong brand momentum.

  • Separated Board Chair and CEO structure with all key committees meeting four times in FY2026, indicating strong governance oversight that typically correlates with better risk management.

  • Seeking authorization to sell shares below NAV with no discount limit (up to 25% of outstanding), a clear signal management believes the stock is overvalued relative to NAV and will use the market for cheap capital.

  • Proposing to double authorized shares from 300M to 600M and issue >19.99% of stock at below-market prices under an equity facility (April 10, 2026). This is a massive dilution risk for existing holders.

  • Shares delisted from Nasdaq (March 23, 2026, closing at $12.20), trust holds $12.62/share, and the company is asking for a one-year extension without a deal. The stock trades OTC with high uncertainty.

  • Seeking to increase authorized shares under the 2022 Equity Incentive Plan by 3,000,000 (5.4% dilution) while having 55.5M shares outstanding. Insider voting support will be key to gauge confidence. [NEUTRAL/BEARISH]

  • Only 2.77M shares outstanding, proposing to add 200,000 shares to the incentive plan (7.2% dilution). Micro-cap biotech with low liquidity; any insider selling would be highly impactful.

  • Combined management fees of ~$30.9M ($13.4M + $15.1M + $2.4M) earned by the Adviser (TCW Group, $206B AUM). Delinquent Section 16(a) filings by Christopher Marzullo across all three entities suggest systemic administrative failures.

Risk Flags (8)

  • Shares delisted from Nasdaq on March 23, 2026, and the company has passed its original outside date without a business combination. The extension vote is a last-ditch effort; failure means liquidation at ~$12.62/share, but OTC trading adds execution risk.

  • Authorized share count doubling from 300M to 600M and an equity facility allowing >19.99% issuance at below-market prices. This could wipe out existing shareholders if fully utilized.

  • Proposal to sell up to 25% of outstanding shares at any price below NAV with no floor. This is a classic BDC risk that can destroy NAV per share over time.

  • TCW Entities/Governance Failure [MEDIUM RISK]

    Christopher Marzullo had delinquent Form 3 filings across TCW Direct Lending VII, VIII, and Star Direct Lending due to 'administrative error.' Repeated failures across multiple entities indicate weak compliance controls.

  • Only 2.77M shares outstanding and a 7.2% dilution proposal. Any insider selling or failed vote could cause outsized price moves.

  • HeartBeam/Dilution [MEDIUM RISK]

    3,000,000 new shares requested for the equity plan (5.4% dilution) on top of 55.5M shares outstanding. Pre-revenue med-tech with high cash burn; dilution is a recurring theme.

  • Abstentions have no effect on director elections (majority of votes cast standard). This can allow directors to be elected with very low support, reducing accountability.

  • Shareholders can only attend virtually; no in-person option. While common, this can reduce shareholder engagement and limit Q&A depth.

Opportunities (8)

  • AMSC/Grid Growth Play (OPPORTUNITY)

    With Grid segment revenue up 34% to $251.3M and net income surging to $3.12/share, AMSC is a pure-play beneficiary of grid modernization and the Comtrafo acquisition. The proxy confirms sustained profitability and cash flow.

  • New stores in 10 cities across 5 continents and an AI styling tool ('Ask Ralph') show the company is investing for growth. The 'Next Great Chapter' strategy is delivering region-wide growth.

  • As a premium spirits company with a Class A voting structure that insulates it from activist pressure, Brown-Forman offers a stable dividend and industry-leading margins. The proxy confirms pay is tied to performance.

  • With a separated Chair/CEO structure and strong committee activity, Champion Homes is well-governed to capitalize on the housing shortage. The proxy signals disciplined oversight.

  • Trust holds ~$12.62/share. If the extension fails, shareholders get liquidated at that price. With the stock trading OTC, there may be a discount to trust value for patient arbitrageurs.

  • BDCs often trade at discounts to NAV. If the below-NAV issuance proposal passes, the stock could drop further, creating a high-yield entry point for income investors (current dividend yield not disclosed but typically 8-12% for GAIN).

  • The annual meeting (July 31) and equity plan vote will be a sentiment check. If insiders vote for the plan, it signals confidence in the pipeline. The company has 55.5M shares outstanding, providing liquidity.

  • With 20.9M shares outstanding and a clean governance structure, Hawkins is a steady industrial compounder. The advisory vote on compensation will be a gauge of shareholder satisfaction.

Sector Themes (5)

  • Performance-Based Pay is the Norm

    Across AMSC, Brown-Forman, and Ralph Lauren, the proxy statements emphasize linking executive compensation to financial and strategic goals. This aligns management with shareholders and is a positive governance signal.

  • Small-Cap Dilution Epidemic

    Onfolio Holdings, HeartBeam, Processa Pharmaceuticals, and Gladstone Investment are all seeking significant share increases (5.4% to 100%). This is a common theme among cash-strapped small caps and BDCs using equity as currency.

  • SPAC Distress Continues

    Oak Woods Acquisition Corp is the latest SPAC to face delisting and an extension vote. With trust values near $12.62/share and no deal, the SPAC market remains a minefield for retail investors.

  • Governance Lapses in Asset Management

    The TCW Group entities (VII, VIII, Star) all reported delinquent Section 16(a) filings by the same individual (Christopher Marzullo). This pattern suggests a systemic compliance issue at the Adviser level, not just an isolated error.

  • Virtual Meetings Reduce Accountability

    WhiteHorse Finance, Gladstone Investment, Onfolio Holdings, Hawkins, and HeartBeam are all holding virtual-only meetings. While convenient, this trend reduces the ability for shareholders to ask tough questions in person.

Watch List (8)

  • Shareholders vote on the one-year extension. If it fails, the company liquidates. Watch for large holder positions and vote outcomes. (Meeting date not specified, but proxy filed June 18).

  • Vote on doubling authorized shares and below-market equity facility. If passed, expect significant dilution. (Meeting: August 6, 2026).

  • Vote on below-NAV issuance. If passed, NAV per share could erode. (Meeting: August 6, 2026).

  • AMSC/Q1 FY2027 Earnings
    👁

    Following a blowout FY2025, watch for continued Grid segment momentum and Comtrafo integration updates. (Expected late July/early August 2026).

  • Vote on executive compensation and director elections. Strong shareholder support would confirm confidence in the 'Next Great Chapter' strategy. (Meeting: July 30, 2026).

  • Advisory vote on compensation. With industry-leading performance, expect strong 'FOR' votes. (Meeting: July 23, 2026).

  • TCW Entities/Compliance Remediation
    👁

    Watch for any further delinquent filings or SEC inquiries following the Marzullo errors. This could signal broader control weaknesses.

  • Vote on equity plan increase. If passed, the company will have more tools to attract talent, but also more dilution. (Meeting: July 31, 2026).

Filing Analyses (14)
Processa Pharmaceuticals, Inc. DEF 14A neutral materiality 5/10

18-06-2026

Processa Pharmaceuticals, Inc. filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders to be held on July 30, 2026. The Board recommends voting FOR the election of six director nominees (Justin Yorke, George Ng, Khoso Baluch, James Neal, Geraldine Pannu, Dr. David Young), FOR the amendment and restatement of the 2019 Omnibus Incentive Plan to increase shares by 200,000, FOR ratification of Cherry Bekaert, LLP as independent auditor for FY2026, and FOR the advisory vote on 2025 named executive officer compensation. As of the June 1, 2026 record date, there were 2,768,032 shares of common stock outstanding and entitled to vote.

  • · Annual Meeting will be held on July 30, 2026 at 1:00 p.m. Eastern Time at 125 Townpark Drive, Suite 300, Kennesaw, GA 30144.
  • · Record date for voting is June 1, 2026.
  • · Quorum requires one-third (1/3) of the voting power of all outstanding shares.
  • · Proxies must be received by 11:59 p.m. EDT on July 29, 2026.
  • · The company is taking advantage of SEC rules to deliver proxy materials via the Internet; printed copies will not be sent unless specifically requested.
WhiteHorse Finance, Inc. DEF 14A neutral materiality 3/10

18-06-2026

WhiteHorse Finance, Inc. filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Stockholders to be held virtually on August 3, 2026. The meeting will address the election of three Class II directors and the ratification of Deloitte & Touche LLP as the independent auditor for fiscal year 2026. The Board unanimously recommends voting 'FOR' both proposals.

  • · The meeting will be held virtually at www.virtualshareholdermeeting.com/WHF2026 on August 3, 2026 at 10:00 a.m. Eastern Time.
  • · Record date for voting is June 8, 2026.
  • · Proposal 1 (election of directors) requires a majority of votes cast; abstentions have no effect.
  • · Proposal 2 (ratification of auditor) is a routine matter, allowing brokers to vote on behalf of beneficial owners who do not provide instructions.
  • · The proxy statement and annual report are being furnished via the Internet on or about June 18, 2026.
AMERICAN SUPERCONDUCTOR CORP /DE/ DEF 14A positive materiality 8/10

18-06-2026

AMSC's fiscal 2025 (ended March 31, 2026) was a year of substantial progress: revenues surged 34% to $299.2M (from $222.8M in fiscal 2024) and net income jumped to $133.8M ($3.12 per share) from $6.0M ($0.16 per share), driven by Grid segment growth (+34% to $251.3M) including the December 2025 acquisition of Comtrafo. However, the filing is a proxy statement focused on executive compensation and governance, not a full financial report, and does not disclose any segment or product declines.

  • · Fiscal 2025 net income per share was $3.12 vs $0.16 in fiscal 2024.
  • · Grid segment revenue growth was driven by organic growth and the December 2025 acquisition of Comtrafo.
  • · The company achieved its seventh consecutive quarter of GAAP profitability and eleventh consecutive quarter of positive operating cash flow in fiscal 2025.
  • · The filing includes a Clawback Policy adopted in accordance with Nasdaq Rules and Rule 10D-1, applicable to current and former executive officers.
  • · The Audit Committee recommended inclusion of audited financial statements in the Form 10-K for fiscal year ended March 31, 2026.
Champion Homes, Inc. DEF 14A neutral materiality 5/10

18-06-2026

Champion Homes, Inc. filed its DEF 14A proxy statement for the 2026 annual shareholder meeting, detailing corporate governance practices, director nominations, and committee structures. The filing highlights a separated Board Chair and CEO structure, with the Board overseeing strategic risk management and maintaining strong governance practices. Key committees (Audit, Compensation, Nominating and Governance) each held four meetings during fiscal 2026, reflecting consistent oversight activity.

  • · The Board has determined that Mses. Fedewa and Helgren and Mr. Berman meet the definition of 'independent director' under NYSE rules and Rule 10A-3 under the Exchange Act.
  • · Mses. Helgren and Fedewa and Mr. Berman are each an 'audit committee financial expert' within the meaning of SEC regulations and applicable NYSE listing standards.
  • · The Compensation Committee is responsible for reviewing and approving corporate goals and objectives relevant to CEO and other executive officer compensation, and evaluating performance against those goals.
  • · The Nominating and Governance Committee assists the Board in identifying qualified director candidates and oversees Board and committee evaluations.
  • · The Board conducts an annual in-depth review of the business, including strategic, operational, competitive, financial, compliance, and other risk exposures.
  • · Champion Homes currently separates the Board Chair and CEO functions, with each position held by a different individual.
BROWN FORMAN CORP DEF 14A positive materiality 5/10

18-06-2026

Brown-Forman Corporation filed its DEF 14A proxy statement for the 2026 Annual Meeting of Stockholders to be held on July 23, 2026. The filing details the election of 11 director nominees, an advisory vote on executive compensation, and the ratification of the independent auditor for fiscal 2027. The company highlights its commitment to linking executive pay to performance, with CEO Lawson E. Whiting noting the company delivered performance near the top of its industry while focusing on agility and innovation.

  • · Annual Meeting date: July 23, 2026 at 9:30 AM EDT at Churchill Downs, Louisville, KY.
  • · Record date for voting: June 9, 2026.
  • · Only Class A common stockholders may vote; Class B holders are welcome to attend.
  • · Proxy materials and Integrated Annual Report available at investors.brown-forman.com and proxyvote.com.
  • · Stockholders may register to attend by July 8, 2026 via ams.b-f.com.
  • · The Board recommends FOR all 11 director nominees, FOR advisory vote on compensation, and FOR ratification of auditor.
  • · CEO Lawson E. Whiting's letter emphasizes 'bold route-to-consumer transformations' and 'meaningful innovation' as drivers of performance.
HeartBeam, Inc. DEF 14A neutral materiality 6/10

18-06-2026

HeartBeam, Inc. filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Shareholders to be held virtually on July 31, 2026. The meeting will include the election of nine director nominees, ratification of CBIZ CPAs P.C. as independent auditor for 2026, and a proposal to amend the 2022 Equity Incentive Plan to increase authorized shares by 3,000,000. The record date for voting is June 5, 2026, with 55,506,835 shares of common stock outstanding and entitled to vote.

  • · Annual Meeting will be held virtually at www.virtualshareholdermeeting.com/BEAT2026 on July 31, 2026 at 1:00 p.m. EDT.
  • · Proxy materials first mailed to shareholders on or about June 4, 2026.
  • · Proposal 1: Election of nine directors requires plurality vote; broker non-votes have no effect.
  • · Proposal 2: Ratification of auditor requires majority of votes cast; considered a routine matter allowing broker discretionary voting.
  • · Proposal 3: Amendment to 2022 Equity Incentive Plan requires majority of votes cast; broker non-votes have no effect.
  • · No dissenters' or appraisal rights under Delaware law for any proposals.
  • · Company will bear all solicitation costs; no extra compensation for directors, officers, or employees assisting in solicitation.
Oak Woods Acquisition Corp DEF 14A negative materiality 8/10

18-06-2026

Oak Woods Acquisition Corp (OAKUR) is seeking shareholder approval to extend the deadline to complete a business combination from March 28, 2026 to March 28, 2027. As of the record date (June 16, 2026), the trust account holds approximately $16.45 million ($12.62 per share). However, the company's shares were delisted from Nasdaq on March 23, 2026 and now trade over-the-counter, and the company has already passed the original outside date without completing a combination, creating significant uncertainty for shareholders.

  • · Shares were delisted from Nasdaq on March 23, 2026; closing price that day was $12.20.
  • · The company has not yet commenced liquidation or dissolution despite the Current Outside Date having passed.
  • · Trust assets are being moved from U.S. government securities to a yield-bearing account to mitigate investment company act risks.
  • · Shareholders may redeem their public shares for the pro rata trust amount ($12.62/share) regardless of how they vote on the extension.
  • · If the extension is not approved and no business combination is completed by March 28, 2027, the company will redeem 100% of outstanding public shares and wind up operations.
  • · The meeting will be held virtually on July 8, 2026 at 12:00 p.m. Eastern Time.
RALPH LAUREN CORP DEF 14A positive materiality 5/10

18-06-2026

Ralph Lauren Corporation filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting to be held on July 30, 2026. The filing details the proposed election of 12 directors, advisory approval of executive compensation, and ratification of Ernst & Young as independent auditor. In the CEO letter, the company reports that it made meaningful progress in the first year of its 'Next Great Chapter: Drive' strategy, achieving growth in every region and across its diversified growth drivers, despite a volatile macroeconomic backdrop.

  • · New store openings announced in Vancouver, San Francisco, Busan, Marbella, Plano, Munich, Chengdu, Noida, Sydney, and London.
  • · The company's AI-powered virtual styling tool is named 'Ask Ralph'.
  • · Fashion presentations held in New York City, Paris, Milan, and for the first time in China.
  • · The meeting will be conducted exclusively online via live webcast.
  • · Record date for voting is June 2, 2026.
  • · The proxy materials are available using the SEC's Notice and Access model.
TCW Direct Lending VII LLC DEF 14A neutral materiality 5/10

18-06-2026

TCW Direct Lending VII LLC filed a definitive proxy statement (DEF 14A) on June 18, 2026, seeking shareholder ratification of Deloitte as the independent registered public accounting firm for fiscal year ending December 31, 2026. The filing details the advisory agreement with the Adviser (a TCW Group subsidiary managing ~$206 billion in assets as of December 31, 2025), including a $13.4 million management fee earned in 2025 and a performance-based incentive fee with a 9% hurdle rate. The company also disclosed a delinquent Section 16(a) filing by Christopher Marzullo due to an administrative error.

  • · The Commitment Period of the Company began on April 13, 2018 and ended on May 16, 2021.
  • · The Adviser is a wholly owned subsidiary of The TCW Group, Inc. and has been registered with the SEC since 1970.
  • · The Advisory Agreement has a two-year initial term and is renewable annually by Board or shareholder vote.
  • · The Adviser Return Obligation requires the Adviser to return excess incentive fees within 90 days after final distribution, net of tax liabilities.
  • · Company Expenses are capped at 12.5 basis points of aggregate commitments per annum, excluding management fees, incentive fees, organizational expenses, borrowing costs, and certain other expenses.
  • · Christopher Marzullo filed a delinquent Form 3 due to an administrative error; all other Section 16(a) filings were timely.
GLADSTONE INVESTMENT CORPORATION\DE DEF 14A neutral materiality 6/10

18-06-2026

Gladstone Investment Corporation filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders to be held on August 6, 2026. Stockholders will vote on two proposals: electing two directors and authorizing the issuance and sale of common stock at a price below NAV (up to 25% of outstanding shares) with no discount limit. The record date is June 10, 2026, with 39,821,967 shares outstanding and entitled to vote.

  • · Annual meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/GAIN2026 on August 6, 2026 at 11:00 a.m. Eastern Time.
  • · Stockholder proposals for the 2027 Annual Meeting must be received by February 18, 2027.
  • · Proxy materials are being mailed on or about June 18, 2026.
  • · The proxy solicitation agreement with Broadridge includes indemnification for Broadridge except in cases of gross negligence or intentional misconduct.
  • · If a proxy card is returned without voting selections, shares will be voted FOR all director nominees and FOR Proposal 2.
Onfolio Holdings, Inc DEF 14A neutral materiality 6/10

18-06-2026

Onfolio Holdings Inc. has filed a DEF 14A proxy statement for its 2026 annual meeting of stockholders to be held on August 6, 2026. Key proposals include electing four director nominees, ratifying the appointment of Astra Audit & Advisory, LLC as independent auditor, approving the potential issuance of more than 19.99% of outstanding common stock under an equity facility at below-market price, and increasing authorized common shares from 300 million to 600 million. While these proposals aim to provide financial flexibility, the significant share issuance plans could lead to substantial dilution for existing stockholders.

  • · Annual Meeting will be held virtually via live webcast on August 6, 2026 at 10:00 a.m. ET.
  • · Record date for voting is June 12, 2026.
  • · Equity facility agreement was executed on April 10, 2026.
  • · Board recommends voting FOR all nominees and all proposals (Proposals 2, 3, 4, and 5).
  • · If approved, authorized common shares would double from 300 million to 600 million.
HAWKINS INC DEF 14A neutral materiality 5/10

18-06-2026

Hawkins, Inc. filed its DEF 14A proxy statement for the 2026 Annual Meeting of Shareholders to be held virtually on July 29, 2026. The Board recommends voting FOR the election of eight directors, FOR the ratification of Deloitte & Touche LLP as independent auditor, and FOR the advisory approval of executive compensation. As of the record date (June 5, 2026), there were 20,906,400 outstanding shares of common stock, each entitled to one vote.

  • · Annual Meeting will be held virtually on July 29, 2026 at 8:00 a.m. Central Time.
  • · Shareholders can vote by telephone (1-800-690-6903), by internet (www.proxyvote.com), by mail, or during the virtual meeting.
  • · Proxy materials will be available electronically at https://materials.proxyvote.com/420261 or www.proxyvote.com using a 16-digit control number.
  • · The Board currently consists of eight directors; no family relationships exist among directors or executive officers.
  • · Directors are elected by a plurality of votes cast; ratification of auditor requires majority of shares present and voting; advisory vote on compensation requires more 'for' than 'against' votes.
  • · Broker non-votes will be counted for quorum but not for determining approval of proposals requiring a majority vote.
TCW Star Direct Lending LLC DEF 14A neutral materiality 5/10

18-06-2026

TCW Star Direct Lending LLC filed its DEF 14A proxy statement for 2025, recommending the ratification of Deloitte as independent auditor for fiscal year ending December 31, 2026. The Adviser (TCW Group) manages approximately $206 billion in assets as of December 31, 2025, and earned a total management fee of $2.4 million for 2025. The filing also notes a delinquent Form 3 filing by Christopher D. Marzullo due to an administrative error, while all other Section 16(a) requirements were met in a timely manner.

  • · The Adviser is a wholly owned subsidiary of The TCW Group, Inc. and has been registered with the SEC since 1970.
  • · The Advisory Agreement has a two-year initial term and is renewable annually by Board or majority vote of outstanding voting securities.
  • · The Management Fee is calculated as 0.3125% (1.25% per annum) of average gross assets, paid quarterly in arrears.
  • · The Incentive Fee structure includes a 6.5% IRR hurdle and a 15% catch-up before a 15%/85% split thereafter.
  • · The Commitment Period began on September 15, 2022 (Initial Closing Date) and is scheduled to end on December 21, 2026, with automatic one-year extensions possible.
  • · The Company will not bear more than 12.5 basis points of the greater of aggregate commitments and Total Assets per annum for Company Expenses (excluding certain fees and costs).
  • · All Section 16(a) filing requirements were met in a timely manner for fiscal year 2025 except for Christopher D. Marzullo's delinquent Form 3.
TCW Direct Lending VIII LLC DEF 14A neutral materiality 5/10

18-06-2026

TCW Direct Lending VIII LLC filed a definitive proxy statement (DEF 14A) on June 18, 2026, seeking shareholder ratification of Deloitte as the independent registered public accounting firm for fiscal year ending December 31, 2026. The filing details the advisory agreement with the Adviser (a wholly owned subsidiary of The TCW Group, Inc.), which manages approximately $206 billion in assets as of December 31, 2025, and discloses a management fee of $15.1 million earned in 2025. The filing also notes a delinquent Form 3 filing by Christopher D. Marzullo due to an administrative error, while all other Section 16(a) filings were timely.

  • · The Commitment Period ended on February 1, 2026 (four years from the first investment date of February 1, 2022).
  • · The Adviser is a wholly owned subsidiary of The TCW Group, Inc., registered as an investment adviser with the SEC since 1970.
  • · The Advisory Agreement automatically terminates upon assignment by the Adviser and may be terminated by either party with 60 days' written notice.
  • · The Incentive Fee includes a hurdle of 8% IRR on aggregate capital contributions before the Adviser receives any incentive fee.
  • · The Adviser Return Obligation requires the Adviser to return excess incentive fees within 90 days after final distribution of assets upon dissolution, capped at aggregate incentive fees paid less certain tax liabilities.
  • · The Company bears organizational and offering expenses up to 10 basis points of capital commitments.
  • · Company Expenses (excluding management fee, incentive fee, organizational/offering expenses, borrowing costs, and certain others) are capped at 12.5 basis points per annum of the greater of aggregate commitments and Total Assets.

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