Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On December 5, 2016,
the Board of Directors of TICC Capital Corp. (the “Company”) appointed Richard W. Neu as a Class I Director, which
term expires in 2019, and George Stelljes III as a Class III Director, which term expires in 2018. Additionally, each of
Messrs. Neu and Stelljes was appointed to the Company’s Audit Committee, Nominating and Corporate Governance Committee, Valuation
Committee and Compensation Committee.
Richard W. Neu (60).
Mr. Neu’s professional career has spanned over 35 years. For the last 12 years Mr. Neu has served in a variety of board
roles. Mr. Neu currently serves on the board of directors, including on the audit committee, the compensation committee and as
a lead director, of Tempur Sealy International, Inc., a manufacturer of mattresses and bedding products. Mr. Neu also currently
serves on the board of directors, as chair of the audit committee and as a member of the executive, integration risk oversight
and trust committees of Huntington Bancshares Incorporated, a bank holding company. Until the sale of the company in 2012, he was
the lead director and a member of the audit committee and governance committee of Dollar Thrifty Automotive Group, Inc., a car
rental business, having served as the chairman of the Dollar Thrifty board of directors from 2010 through 2011. Mr. Neu also served
as a director of MCG Capital Corporation, a business development company, from 2007 until its sale in 2015, and during this period
served as chairman of the board from 2009 to 2015 and as Chief Executive Officer from November 2011 to November 2012. Mr. Neu served
from 1985 to 2004 as Chief Financial Officer of Charter One Financial, Inc., a major regional bank holding company, and a predecessor
firm, and as a director of Charter One Financial, Inc. from 1992 to August 2004. Mr. Neu previously worked for KPMG as a senior
audit manager. Mr. Neu received a B.B.A. from Eastern Michigan University with a major in accounting. Mr. Neu was selected to serve
as a director on our board of directors due to his extensive knowledge and experience handling complex financial and operational
issues through his service as both a director and executive officer of a variety of public companies.
George
“Chip” Stelljes III (55).
Mr. Stelljes is currently the managing partner of St. John’s Capital, LLC,
a vehicle used to make private equity investments. From 2001 to 2013, Mr. Stelljes held various senior positions with the Gladstone
Companies, including serving as the chief investment officer, president and a director of Gladstone Capital Corporation and Gladstone
Investment Corporation, both of which are business development companies, of Gladstone Commercial Corporation, a real estate investment
trust, and of their registered investment adviser, Gladstone Management Corporation. From 1999 to 2001, Mr. Stelljes was a
co-founder and managing member of Camden Partners, a private equity firm which finances high growth companies in communications,
education, healthcare and business services sectors. From 1997 to 1999, Mr. Stelljes was a managing director and partner of
Columbia Capital, a venture capital firm focused on investments in communications and information technology.
From
1989 to 1997, Mr. Stelljes held various positions, including executive vice president and principal, with the Allied Capital
companies.
From 2001 through 2012, Mr. Stelljes served as a general partner and investment committee member of Patriot
Capital and Patriot Capital II, which are private equity funds. Mr. Stelljes currently serves on the board of directors of
Intrepid Capital Corporation, an asset management firm. Mr. Stelljes is also currently the chairman of the board of directors of
The 504 Fund, a closed-end investment company that operates as an interval fund. He is also a former board member and regional
president of the National Association of Small Business Investment Companies. Mr. Stelljes holds an MBA from the University
of Virginia and a BA in Economics from Vanderbilt University. Mr. Stelljes was selected to serve as a director on our board
of directors due to his more than twenty-five years of experience in the investment analysis, management, and advisory industries.
Each of Messrs. Neu
and Stelljes is not an “interested person” of the Company as such term is defined under Section 2(a)(19) of the
Investment Company Act of 1940, as amended.
Neither Mr. Neu
nor Mr. Stelljes: (i) was appointed to the Company’s Board of Directors pursuant to any arrangement or understanding
with any other person; (ii) has engaged, since the beginning of the Company’s last fiscal year, or proposes to engage, in
any transaction in which the Company was or is a participant; and (iii) has entered into, or expects to enter into, any material
plan, contract, arrangement, grant or award in connection with their respective appointments to the Company’s Board of Directors.
On December 8, 2016,
the Company issued a press release announcing the appointment of Messrs. Neu and Stelljes to the Company’s Board of Directors,
a copy of which is attached hereto as Exhibit 99.1.