Pay Versus Performance
The following table shows the total compensation for our NEOs for the past three fiscal years as set forth in the Summary Compensation Table, the “compensation actually paid” to our principal executive officer (“PEO”) and non-PEO NEO (in each case, as determined under SEC rules), our total shareholder return (“TSR”), the TSR of the Nasdaq Stock Index over the same period, our Net Increase/(Decrease) in Net Assets Resulting from Operations, and our financial performance measure for compensatory purposes, net asset value (“NAV”) per Share.
| Value of Initial Fixed $100 Investment Based On: |
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| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Total Shareholder Return(4) | Nasdaq Stock Index Total Shareholder Return | Net Increase/ (Decrease) in Net Assets Resulting from Operations(5) | NAV per Share |
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| 2023 | $2,976,409 | $3,000,039 | $1,232,474 | $1,231,442 | $115.13 | $167.30 | $5,066,822 | $7.99 |
| 2022 | $4,353,439 | $643,964 | $1,518,079 | $935,248 | $111.04 | $116.65 | $(132,177,053) | $7.39 |
| 2021 | $7,546,084 | $7,363,821 | $1,625,652 | $1,570,025 | $373.93 | $174.36 | $147,071,721 | $11.72 |
| 2020 | $4,000,425 | $1,740,203 | $1,206,467 | $790,110 | $216.63 | $143.64 | $75,337,438 | $15.17 |
| (1) | Mr. Klein was the sole PEO for each of 2023, 2022, 2021 and 2020. |
| (2) | “Compensation actually paid” (“CAP”) is a calculation that begins with the Summary Compensation Table (“SCT”) total compensation in the given year with certain adjustments prescribed by the SEC rules. The following table provides a reconciliation of SCT total compensation (the “SCT Total”) with CAP for 2023, computed through the addition to the SCT Total of the values provided in the columns labeled “SCT Stock Awards,” “Fair Value of Stock Awards Granted in the Covered Year,” “Change in Fair Value of Unvested Stock Awards from Prior Years,” “Change in Fair Value of Cancelled Option Awards from Prior Years,” and “Change in Fair Value of Stock Awards that Vested in the Covered Year”: |
| Name | Year | SCT Total | SCT Stock Awards | Fair Value of Stock Awards Granted in the Covered Year | Change in Fair Value of Unvested Stock Awards from Prior Years | Change in Fair Value of Cancelled Option Awards from Prior Years | Change in Fair Value of Stock Awards that Vested in the Covered Year | Compensation Actually Paid |
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| PEO | 2023 | $2,976,409 | $(426,000) | $394,000 | $31,031 | — | $24,599 | $3,000,039 |
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| Non-PEO NEO Average | 2023 | $1,232,474 | $(106,500) | $98,500 | $5,908 | — | $1,061 | $1,231,442 |
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| (3) | Ms. Green was our only non-PEO NEO for each of 2023, 2022, 2021 and 2020. |
| (4) | Total Shareholder Return represents the value of a hypothetical $100 investment beginning at market close on the last trading day of 2019, assuming reinvestment of all dividends. |
| (5) | Given the nature of the Company’s operations, the Company calculates “Net Income” as the Net Increase/(Decrease) in Net Assets Resulting from Operations. |
The graph below reflects the relationship between “compensation actually paid” to our PEO and non-PEO NEO and Total Shareholder Return for the Company and the Nasdaq Stock Index.
The graph below reflects the relationship between “compensation actually paid” to our PEO and non-PEO NEO and our Net Increase/(Decrease) in Net Assets Resulting from Operations, which is the Company’s calculation of “Net Income” given the nature of the Company’s operations:
The graph below reflects the relationship between “compensation actually paid” to our PEO and non-PEO NEO and our NAV per Share:
Restrictions imposed by the 1940 Act limit the Compensation Committee’s ability to use nondiscretionary or formulaic Company performance goals or criteria to determine executive incentive compensation. However, the Compensation Committee considers several financial performance metrics, along with other factors including operational goals and individual performance criteria, in determining the appropriate compensation for the Company’s NEOs. Subject to the foregoing restrictions imposed by the 1940 Act, in the Company’s assessment, the following list of performance measures represent the most important performance measures used to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to Company performance:
| ● | Dividends declared and paid by the Company; |
| ● | Prudent investments within the portfolio, focusing on high-quality opportunities to ensure efficiency; |
| ● | Enhancements to the overall investment process, to the valuation process, and to financial reporting; |
| ● | Maintenance of a strong balance sheet, including maintaining liquidity and capital flexibility to accomplish the Company’s business objectives; and |
| ● | Execution of the Company’s Share Repurchase Program and Modified “Dutch Auction” Tender Offer. |
Other key metrics considered by the Compensation Committee when determining the appropriate compensation for NEOs include investment activity, growth and performance of the Company’s business, maintenance of liquidity and capital flexibility, growth and development of human capital, and individual contributions to corporate objectives.
