Our business and affairs are managed under the direction of our Board. Pursuant to our Articles of Incorporation, the Board may modify the
number of members of the Board provided that the number of directors will not be fewer than three or greater than eleven and that no decrease in the number of directors shall shorten the term of any incumbent director. The Board currently consists
of five members, of whom three are not interested persons of Saratoga, as defined in Section 2(a) (19) of the 1940 Act. Section 303A.01 of the New York Stock Exchange Listed Company Manual requires that the Company
maintain a majority of independent directors on the Board and further provides that a director of a business development company (BDC) shall be considered to be independent if he or she is not an interested person of the
Company, as defined in Section 2(a)(19) of the 1940 Act.
Under our Articles of Incorporation, our directors are divided into three
classes. Each class of directors will hold office for a three-year term, and until his or her successor is duly elected and qualified. At each Annual Meeting, the successors to the class of directors whose terms expire at such meeting will be
elected to hold office for a term expiring at the Annual Meeting of Stockholders held in the third year following the year of their election and until their successors have been duly elected and qualified or any directors earlier resignation,
death or removal.
Mr. Grisius and Mr. Williams have been nominated for re-election for a three year term, each expiring in
2020. Mr. Grisius and Mr. Williams have not been nominated to serve as a director pursuant to any agreement or understanding between each of them and the Company.
A stockholder can vote for or against each of the nominees or abstain from voting.
In the absence of instructions to the contrary, it is
the intention of the persons named as proxies to vote such proxy
FOR
the election of the nominees named below.
If any of the nominees should decline or be unable to serve as a director, it is intended that the proxy will be
voted for the election of such person or persons nominated as a replacement. The Board has no reason to believe that the persons named will be unable or unwilling to serve.
Information regarding the
nominee for election as a director at the Annual Meeting and our continuing directors is as follows:
Nominees for director whose term will expire at our 2017 Annual Meeting of Stockholders:
Continuing director whose terms will expire at our 2018 Annual Meeting of Stockholders and until their
successors are duly elected and qualified:
Continuing directors whose terms will expire at our 2020 Annual Meeting of the Stockholders:
Biographical information regarding our Board is set forth below. We have divided the directors into two
groupsindependent directors and interested directors. Interested directors are interested persons of Saratoga Investment Corp., as defined in Section 2(a)(19) of the 1940 Act.
Executive Officers
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Name
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Age
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Position
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Executive Director
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Christian L. Oberbeck
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Chief Executive Officer
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Michael J. Grisius
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President
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Henri J. Steenkamp
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Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary
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Biographical information regarding our executive officers is set forth below.
Biographical Information
Independent Directors
Steven M. Looney
Mr. Looney is a Managing Director of Peale Davies & Co. Inc., a
consulting firm with particular expertise in financial process and IT outsourcing, and is a CPA and an attorney. Mr. Looney also serves as a consultant and director to numerous companies in the healthcare, manufacturing and technology services
industries. Between 2000 and 2005, he served as Senior Vice President and Chief Financial Officer of PCCI, Inc., a private IT staffing and outsourcing firm. Between 1992 and 2000, Mr. Looney worked at WH Industries as Chief Financial and
Administrative Officer. Mr. Looney also serves as a director of Excellent Education for Everyone, a nonprofit organization. Mr. Looney graduated summa cum laude from the University of Washington with a B.A. degree in Accounting and
received a J.D. from the University of Washington School of Law where he was a member of the law review. Mr. Looneys qualifications as director include his experience as a Managing Director of Peale Davies & Co. Inc.
and as Chief Financial and Administrative Officer of WH Industries, as well as his financial, accounting and legal expertise.
Charles S. Whitman III
Mr. Whitman is senior counsel (retired) at Davis Polk & Wardwell LLP.
Mr. Whitman was a partner in Davis Polks Corporate Department for 28 years, representing clients in a broad
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range of corporate finance matters, including shelf registrations, securities compliance for financial institutions, foreign asset privatizations, and mergers and acquisitions. From 1971 to 1973,
Mr. Whitman served as Executive Assistant to three successive Chairmen of the SEC. Mr. Whitman graduated from Harvard College and graduated magna cum laude from Harvard Law School with a LL.B. Mr. Whitman also received an LL.M. from
Cambridge University in England. Mr. Whitmans qualifications as director include his 28 years of experience representing clients, including AT&T, Exxon Mobil, General Motors and BP, in securities matters as a partner in Davis
Polks corporate department.
G. Cabell Williams
Mr. Williams has served as the Managing General Partner of
Williams and Gallagher, a private equity partnership located in Chevy Chase, Maryland since 2004. Mr. Williams is also a Senior Manager, Director of Farragut Capital Partners which is a Chevy Chase, Maryland based Mezzanine Fund. Since 2011,
Mr. Williams has also served as a partner of Farragut Capital Partners, an investment firm based in Fairfax, VA. In 2004, Mr. Williams concluded a 23 year career at Allied Capital Corporation, a business development company based in
Washington, DC, which was acquired by Ares Capital Corporation in 2010. While at Allied, Mr. Williams held a variety of positions, including President, COO and finally Managing Director following Allieds merger with its affiliates in
1998. From 1991 to 2004, Mr. Williams either led or co-managed the firms Private Equity Group. For the nine years prior to 1999, Mr. Williams led Allieds Mezzanine investment activities. For 15 years, Mr. Williams
served on Allieds Investment Committee where he was responsible for reviewing and approving all of the firms investments. Prior to 1991, Mr. Williams ran Allieds Minority Small Business Investment Company. He also founded
Allied Capital Commercial Corporation, a real estate investment vehicle. Mr. Williams has served on the board of directors of various public and private companies. Mr. Williams attended The Landon School, and graduated from Mercersburg
Academy and Rollins College, receiving a B.S. in Business Administration from the latter. Mr. Williams qualifications as director include his 28 years of experience managing investment activities at Allied Capital, where he served in
a variety of positions, including President, COO and Managing Director.
Interested directors
Christian L. Oberbeck
Mr. Oberbeck has over 29 years of experience in leveraged finance, from distressed debt to
private equity, and has been involved in originating, structuring, negotiating, consummating, managing and monitoring investments in these businesses. Mr. Oberbeck is the Managing Partner of Saratoga Partners, a middle market private equity
investment firm, and has served on its investment committee since 1995. Mr. Oberbeck is also the Managing Member of Saratoga Investment Advisors, LLC, the Companys investment adviser, and the Chief Executive Officer of the Company.
Mr. Oberbeck also served as our President until February 2014. Prior to assuming management responsibility for Saratoga Partners in 2008, Mr. Oberbeck has co-managed Saratoga Partners since 1995, when he joined Dillon Read and
Saratoga Partners from Castle Harlan, Inc., a corporate buyout firm which he had joined at its founding in 1987 and was a Managing Director, leading successful investments in manufacturing and financial services companies. Prior to that, he
worked in the Corporate Development Group of Arthur Young and in corporate finance at Blyth Eastman Paine Webber. Mr. Oberbeck has been a director of numerous middle market companies.
Mr. Oberbeck graduated from Brown University in 1982 with a BS in Physics and a BA in Mathematics. In 1985, he earned an MBA from
Columbia University. Mr. Oberbecks qualifications as a director include his extensive experience in the investment and finance industry, as well as his intimate knowledge of the Companys operations, gained through his service as an
executive officer.
Michael J. Grisius
Mr. Grisius has over 26 years of experience in leveraged finance,
investment management and financial services. He has originated, structured, negotiated, consummated, managed and monitored numerous successful investments in mezzanine debt, private equity, senior debt, structured products and commercial real
estate debt. Mr. Grisius is Chief Investment Officer and a Managing Director of Saratoga Investment Advisors, LLC, the Companys investment adviser, and was appointed President of the Company in February 2013. Mr. Grisius
joined Saratoga Investment Advisors, LLC in July 2011.
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Prior to joining Saratoga Investment Advisors, Mr. Grisius served as Managing Director at
Allied Capital Corporation, where he was an investment professional for 16 years. At Allied Capital Corporation, Mr. Grisius held several senior positions including co-head of Mezzanine Finance and member of its Management Committee and
its Investment Committee. In 2008, Mr. Grisius was appointed co-chairman of the Allied Capital Corporations Investment Committee. He also had responsibility for structuring and managing Unitranche Fund, LLC. During his tenure at
Allied, Mr. Grisius built and led teams that made investments in subordinated debt, control equity and real estate mortgage debt. Mr. Grisius has served on the board of directors of numerous middle market companies. Prior to joining Allied
Capital Corp., Mr. Grisius worked in leveraged finance at Chemical Bank from 1989 to 1992 and held senior accountant and consultant positions with KPMG LLP from 1985 to 1988.
Mr. Grisius graduated with a BS from Georgetown University in 1985 and earned an MBA from Cornell Universitys Johnson Graduate
School of Management in 1990. Mr. Grisius qualifications as a director include his broad experience in leverage finance, investment management, private equity and financial services.
Executive Officers
For
information regarding Mr. Oberbeck, the Chairman of the Board and our Chief Executive Officer and Mr. Grisius, our President, see Directors above.
Henri J. Steenkamp
Mr. Steenkamp has served as our Chief Financial Officer, Chief Compliance Officer, Treasurer and
Secretary since 2014. Prior to joining the Company , Mr. Steenkamp served as the Chief Financial Officer of MF Global Holdings Ltd., a broker in commodities and derivatives, from April 2011. Prior to that, Mr. Steenkamp held the
position of Chief Accounting Officer and Global Controller at MF Global for four years. He joined MF Global, then Man Financial, in 2006 as Vice President of External Reporting and Accounting Policy. After MF Global filed for bankruptcy protection
in October 2011, he continued to serve as Chief Financial Officer through January 2013.
Before joining MF Global,
Mr. Steenkamp spent eight years with PricewaterhouseCoopers (PwC), including four years in Transaction Services in its New York office, managing a variety of capital-raising transactions on a global basis. His focus was also on the
SEC registration and public company filing process, including technical accounting. He spent four years with PwC in South Africa, where he served as an auditor primarily for SEC registrants and assisted South African companies as they went public in
the U.S. Mr. Steenkamp is a chartered accountant and holds an honors degree in Finance.
Board Leadership and the Boards Role in the
Oversight of Risk Management
Our board of directors monitors and performs an oversight role with respect to the business and affairs
of the Company, including with respect to investment practices and performance, compliance with regulatory requirements and the services, expenses and performance of service providers to the Company. Among other things, our board of directors
approves the appointment of our investment adviser, administrator and officers; reviews and monitors the services and activities performed by our investment adviser, administrator and officers; and approves the engagement, and reviews the
performance of, our independent public accounting firm.
Under our bylaws, the Board may designate a chairman to preside over the meetings
of the Board and meetings of the stockholders and to perform such other duties as may be assigned to him by the Board. The Company does not have a fixed policy as to whether the chairman of the Board should be an independent director and believes
that its flexibility to select its chairman and reorganize its leadership structure from time to time is in the best interests of the Company and its stockholders. Mr. Oberbeck, who is an interested person of the Company as defined
in Section 2(a)(19) of the 1940 Act, serves as both the Chief Executive Officer and chairman of the Board. The Board believes that Mr. Oberbeck, as chief executive officer of the Company and as a principal of Saratoga Investment Advisors,
is the director with the most knowledge of our business strategy and is best situated to serve as chairman of the Board.
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Pursuant to the Companys Corporate Governance Guidelines, the Company has designated Steven
M. Looney, the Chairman of the Audit Committee, as the presiding director of all executive sessions of independent directors. Executive sessions of the independent directors are held at each board meeting. Interested parties, stockholders and
holders of the Companys notes that desire to communicate directly with the Board of Directors or one or more of its members concerning the affairs of the Company may direct the communication in written correspondence by letter to: Saratoga
Investment Corp., attention Mr. Steven M. Looney, Chairman of the Audit Committee, 535 Madison Avenue, New York, New York. We believe that our board leadership structure must be evaluated on a case-by-case basis and that our existing board
leadership structure is appropriate. However, we continually re-examine our corporate governance policies on an ongoing basis to ensure that they continue to meet our needs.
The Board, directly and through the audit committee and other committees of the Board, takes an active role in the oversight of the
Companys policies with respect to the assessment and management of enterprise risk. Among other things, the Board has policies in place for identifying the senior executive responsible for key risks as well as the Board committees with
oversight responsibility for particular key risks. In a number of cases, oversight is conducted by the full Board. Our Board also performs its risk oversight responsibilities with the assistance of the chief compliance officer. The Chief Compliance
Officer is designated to oversee compliance with the federal securities laws.
We believe that our Board and its committees role in
risk oversight complements our Boards leadership structure because it allows our independent directors, through three fully independent board committees, auditor and independent valuation providers, our Chief Compliance Officer, and otherwise,
to exercise oversight of risk without any conflict that might discourage critical review. We believe that our board leadership structure and the Boards approach to risk oversight must be evaluated on a case-by-case basis and that the
Boards role in risk oversight is appropriate. However, we continually re-examine the manner in which the Board administers its oversight function on an ongoing basis to ensure that it continues to meet our needs.
Transactions with Related Persons
We
have entered into an investment advisory and management agreement with Saratoga Investment Advisors, LLC. We have also entered into a license agreement with Saratoga Investment Advisors, LLC, pursuant to which Saratoga Investment Advisors has agreed
to grant us a non-exclusive, royalty-free license to use the name Saratoga. In addition, pursuant to the terms of the administration agreement, Saratoga Investment Advisors, LLC provides us with the office facilities and administrative
services necessary to conduct our day-to-day operations. Mr. Oberbeck, our Chief Executive Officer, is the primary investor in and controls Saratoga Investment Advisors, LLC.
Review, Approval or Ratification of Transactions with Related Persons
The Audit Committee of our Board is required to review and approve any transactions with related persons (as such term is defined in
Item 404 of Regulation S-K).
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own 10% or more of our
voting stock, to file reports of ownership and changes in ownership of our equity securities with the SEC. Directors, executive officers and 10% or more holders are required by SEC regulations to furnish us with copies of all Section 16(a)
forms they file. Based solely on a review of the copies of those forms furnished to us, or written representations that no such forms were required, we believe that our directors, executive officers and 10% or more beneficial owners complied with
all Section 16(a) filing requirements during the year ended February 28, 2017, except as set forth below.
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On March 14, 2016, Mr. Oberbeck transferred 38,561 shares of the Companys common
stock to Saratoga Investment Advisors, LLC and CLO Partners LLC transferred 10,587 shares of the Companys common stock to Saratoga Investment Advisors, LLC. Saratoga Investment Advisors, LLC and CLO Partners, LLC are controlled by
Mr. Oberbeck. Also on March 14, 2016, Saratoga Investment Advisors, LLC transferred 49,218 shares of the Companys common stock to Mr. Grisius as compensation. Each of Messrs. Oberbeck and Grisius filed a Form 4 to reflect the
foregoing transaction on March 17, 2016, which was one day after the deadline.
Corporate Governance
Corporate Governance Documents
We maintain a corporate governance webpage at the Corporate Governance link under the Investor Relations link at
http://saratogainvestmentcorp.com.
Our Corporate Governance Procedures, Code of Business Conduct and Ethics, Code of Ethics and Board
committee charters are available at our corporate governance webpage at http://saratogainvestmentcorp.com and are also available to any stockholder who requests them by writing to our Secretary, Henri J. Steenkamp, at Saratoga Investment Corp., 535
Madison Avenue, New York, New York 10022.
Director Independence
In accordance with rules of the New York Stock Exchange (the NYSE), the Board annually determines the independence of each
director. No director is considered independent unless the Board has determined that he or she has no material relationship with the Company. The Company monitors the status of its directors and officers through the activities of the Companys
Nominating and Corporate Governance Committee and through a questionnaire to be completed by each director no less frequently than annually, with updates periodically if information provided in the most recent questionnaire has changed.
In order to evaluate the materiality of any such relationship, the Board uses the definition of director independence set forth in the NYSE
Listed Company Manual. Section 303A.00 of the NYSE Listed Company Manual provides that business development companies, or BDCs, such as the Company, are required to comply with all of the provisions of Section 303A applicable to domestic
issuers other than Sections 303A.02, the section that defines director independence. Section 303A.00 provides that a director of a BDC shall be considered to be independent if he or she is not an interested person of the Company, as
defined in Section 2(a)(19) of the 1940 Act. Section 2(a)(19) of the 1940 Act defines an interested person to include, among other things, any person who has, or within the last two years had, a material business or
professional relationship with the Company.
The Board has determined that each of the directors is independent and has no relationship
with the Company, except as a director and stockholder of the Company, with the exception of Messrs. Oberbeck and Grisius, who are interested persons of the Company due to their positions as officers of the Company and officers of Saratoga
Investment Advisors, LLC, our external investment adviser.
Annual Evaluation
Our directors perform an evaluation, at least annually, of the effectiveness of the Board and its committees. This evaluation includes a series
of questions for the directors to consider, followed by a discussion among the Board, Board committees, the Companys management and outside legal counsel.
Board Meetings and Committees
Our Board
met seven times during fiscal year 2017. Each director attended at least 75% of the total number of meetings of the Board and committees on which the director served that were held while the director was a
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member. The Boards standing committees are set forth below. We require each director to make a diligent effort to attend all Board and committee meetings, as well as each annual meeting of
stockholders. Four of the five directors attended the 2016 Annual Meeting of Stockholders in person.
Communications with Directors
Stockholders and other interested parties may contact any member (or all members) of the Board by mail. To communicate with the Board, any
individual directors or any group or committee of directors, correspondence should be addressed to the Board or any such individual directors or group or committee of directors by either name or title. All such correspondence should be sent to
Saratoga Investment Corp., 535 Madison Avenue, New York, New York 10022, Attention: Secretary. Any communication to report potential issues regarding accounting, internal controls and other auditing matters will be directed to the Audit Committee.
Appropriate personnel of the Company will review and sort through communications before forwarding them to the addressee(s).
Code of Business Conduct
and Ethics
We have adopted a Code of Business Conduct and Ethics that applies to which applies to, among others, our executive
officers, including our principal executive officer and principal financial officer, as well as every officer, director and employee of the Company. Requests for copies should be sent in writing to Saratoga Investment Corp., 535 Madison Avenue, New
York, New York 10022. The Companys Code of Business Conduct and Ethics is also available on our website at http://saratogainvestmentcorp.com.
If we make any substantive amendment to, or grant a waiver from, a provision of our Code of Business Conduct and Ethics, we will promptly
disclose the nature of the amendment or waiver on our website at http://saratogainvestmentcorp.com.
Committees of the Board of Directors
Audit Committee
The
current members of the audit committee are Steven M. Looney (Chairman), Charles S. Whitman III and G. Cabell Williams. The Board has determined that Mr. Looney is an audit committee financial expert as defined under Item 407 of
Regulation S-K of the Securities Exchange Act of 1934, as amended, and that each of Messrs. Whitman and Williams are financially literate as required by NYSE corporate governance standards. All of these members are independent directors.
The audit committee is responsible for approving our independent accountants, reviewing with our independent accountants the plans and results of the audit engagement, approving professional services provided by our independent accountants,
reviewing the independence of our independent accountants and reviewing the adequacy of our internal accounting controls. The audit committee is also responsible for aiding our board of directors in determining the fair value of debt and equity
investments that are not publicly traded or for which current market values are not readily available; where appropriate, the board of directors and audit committee may utilize the services of an independent valuation firm to assist them in
determining the fair value of these investments. Finally, the audit committee also reviews our financial statements and the disclosure thereof and the adequacy of our disclosure controls and procedures.
Authority
The audit
committee is authorized (without seeking Board approval) to retain special legal, accounting or other advisors and may request any officer or employee of the Company or the Companys outside counsel or independent auditor to meet with any
members of, or advisors to, the audit committee. The audit committee has available appropriate funding from the Company as determined by the audit committee for payment of:
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(i) compensation to any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company,
(ii) compensation to any advisers employed by the audit committee, and (iii) ordinary administrative expenses of the audit committee that are necessary or appropriate in carrying out its duties. The audit committee may delegate its
authority to subcommittees or the chairman of the audit committee when it deems appropriate and in the best interests of the Company.
Procedures
The audit
committee meets as often as it determines is appropriate to carry out its responsibilities under its charter, but not less frequently than quarterly. The chairman of the audit committee, in consultation with the other committee members, determines
the frequency and length of the committee meetings and sets meeting agendas consistent with its charter. The audit committee meets separately, periodically, with management, with internal auditors or other personnel responsible for the internal
audit function and with the independent auditor. The audit committee met nine times during fiscal year 2017.
A charter of the audit
committee is available in print to any stockholder who requests it and it is also available on the Companys website at www.saratogainvestmentcorp.com.
Nominating and Corporate Governance Committee
The current members of the nominating and corporate governance committee are Charles S. Whitman III (Chairman), G. Cabell Williams and Steven
M. Looney. All of these members are independent directors. The nominating and corporate governance committee is responsible for identifying individuals qualified to become board members, and recommending to the Board director nominees for election
at the next annual or special meeting of stockholders at which directors are to be elected or to fill any vacancies or newly created directorships that may occur between such meetings, recommending directors for appointment to Board committees,
making recommendations to the Board as to determinations of director independence, overseeing the evaluation of the Board, overseeing and setting compensation for the Companys directors.
In making its recommendations for Board and committee membership, the nominating and corporate governance committee reviews candidates
qualifications for membership on the Board or a committee of the Board (including making a specific determination as to the independence of each candidate) based on the criteria approved by the Board (and taking into account the enhanced
independence, financial literacy and financial expertise standards required under law or the New York Stock Exchange rules for audit committee membership purposes). In evaluating current directors for re-nomination to the Board or re-appointment to
any Board committees, the nominating and corporate governance committee assesses the performance of such directors, periodically reviews the composition of the Board and its committees in light of the current challenges and needs of the Board, the
Company and each committee, and determines whether it may be appropriate to add or remove individuals after considering issues of judgment, diversity, age, skills, background and experience, considers rotation of committee members and committee
chairmen and considers any other factors that are set forth in the Companys corporate governance procedures or are deemed appropriate by the nominating and corporate governance committee or the Board. The nominating and corporate governance
committee considers issues of judgment, diversity, age, skills, background and experience in evaluating candidates for membership on the Board.
The nominating and corporate governance committee does not have a formal policy on the consideration of director candidates recommended by
stockholders. The board of directors believes that it is more appropriate to give the nominating and corporate governance committee flexibility in evaluating stockholder recommendations.
In the event that a director nominee is recommended by a stockholder, the nominating and corporate governance committee will give due
consideration to the director nominee and will use the same criteria used for evaluating board director nominees, in addition to considering the information relating to the director nominee provided by the stockholder.
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Authority
The nominating and corporate governance committee has the sole authority to retain and terminate any search firm assisting the nominating and
corporate governance committee in identifying director candidates, including sole authority to approve all such search firms fees and other retention terms. In addition, the nominating and corporate governance committee has the sole authority
to retain and terminate any compensation consultant assisting the nominating and corporate governance committee in the evaluation of director compensation, including sole authority to approve all such compensation consultants fees and other
retention terms. The nominating and corporate governance committee may delegate its authority to subcommittees or the chair of the nominating and corporate governance committee when it deems appropriate and in the best interests of the Company.
Procedures
The
nominating and corporate governance committee meets as often as it determines is appropriate to carry out its responsibilities under its charter. The chair of the committee, in consultation with the other committee members, determines the frequency
and length of the committee meetings and shall set meeting agendas consistent with its charter. The nominating and corporate governance committee met once during fiscal 2017.
A charter of the nominating and corporate governance committee is available in print to any stockholder who requests it, and it is also
available on the Companys website at www.saratogainvestmentcorp.com.
Compensation Committee
The current members of the compensation committee are G. Cabell Williams (Chairman), Steven M. Looney and Charles S. Whitman III. All of these
members are independent directors. The compensation committee is responsible for overseeing the Companys compensation policies generally and making recommendations to the Board with respect to incentive compensation and equity-based plans of
the Company that are subject to Board approval, evaluating executive officer performance and reviewing the Companys management succession plan, overseeing and setting compensation for the Companys directors and, as applicable, its
executive officers and, as applicable, preparing the report on executive officer compensation that SEC rules require to be included in the Companys annual proxy statement. Currently, none of our executive officers are compensated by the
Company and as such the compensation committee is not required to produce a report on executive officer compensation for inclusion in our annual proxy statement.
The compensation committee has the sole authority to retain and terminate any compensation consultant assisting the compensation committee,
including sole authority to approve all such compensation consultants fees and other retention terms. The compensation committee may delegate its authority to subcommittees or the chairman of the compensation committee when it deems
appropriate and in the best interests of the Company.
Procedures
The compensation committee shall meet as often as it determines is appropriate to carry out its responsibilities under its charter. The
chairman of the compensation committee, in consultation with the other committee members, shall determine the frequency and length of the committee meetings and shall set meeting agendas consistent with its charter. No executive officer should
attend that portion of any meeting where such executives performance (or, as applicable, compensation) is discussed, unless specifically invited by the compensation committee. The compensation committee met once during fiscal 2017.
A charter of the compensation committee is available in print to any stockholder who requests it and is also available on the Companys
website at www.saratogainvestmentcorp.com.
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