Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
Appointment of Director
On January 8, 2021, the board of directors (the "Board") of OFS Capital
Corporation (the "Company"), a Delaware corporation that has elected to be
regulated as a business development company under the Investment Company Act of
1940, as amended (the "1940 Act"), upon the recommendation of the Nominating and
Corporate Governance Committee, voted to appoint Romita Shetty as a Class II
director of the Board, chair of the Nominating and Corporate Governance
Committee, a member of the Audit Committee and a member of the Compensation
Committee, to fill the vacancy created by the untimely death of Robert J. Cresci
on December 22, 2020. Ms. Shetty was appointed to serve as a member of the Board
until the 2023 annual meeting of stockholders, or until her successor is duly
elected and qualified. The Board and the Nominating and Corporate Governance
Committee determined that Ms. Shetty is not an "interested person" (as defined
in Section 2(a)(19) of the 1940 Act) of the Company.
Ms. Shetty, age 54, currently serves on the board of OFS Credit Company, Inc.,
an affiliate of the Company that is a registered closed-end investment company
also managed by OFS Capital Management, LLC, the Company's investment adviser.
Ms. Shetty is a principal of DA Companies, parent of DA Capital LLC, a global
investment manager specializing in credit and special situations. Ms. Shetty has
29 years of experience in fixed income and credit. At DA Capital she has focused
on special situations, structured credit and private investments. She has also
served in a management capacity as President of DA Capital Asia Pte Ltd. In
2007-2008 she ran the Global Special Opportunities group at Lehman Brothers
which invested proprietary capital. Prior to that she co-ran North American
structured equity and credit markets and the Global Alternative Investment
product businesses at RBS from 2004 to 2006. Previously, she worked at JP Morgan
from 1997 to 2004 where she ran their Global Structured Credit Derivatives as
well as Financial Institutions Solutions and CDO businesses. She started her
career at Standard & Poor's in 1990 where she worked on a wide variety of credit
ratings including municipal bonds, financial institutions and asset-backed
securities and managed a large part of their ABS ratings business. Ms. Shetty
holds a BA (Honors) in History from St Stephens College, India and a Master of
International Affairs from Columbia University.
Ms. Shetty will participate in the Company's standard non-employee director
compensation arrangement, pursuant to which she will be eligible to receive an
(i) annual fee of $90,000 for serving as a director of the Board and (ii)
additional annual fee of $10,000 for serving as chair of the Nominating and
Corporate Governance Committee, in each case, on a pro-rated basis for her
initial period of service.
Ms. Shetty entered into the Company's standard indemnification agreement, the
form of which was previously filed with the Securities and Exchange Commission
on March 18, 2011 as Exhibit 10.4 to the Company's Registration Statement on
Form N-2.
There is no other arrangement or understanding between Ms. Shetty and any other
person pursuant to which she was appointed as a Class II director of the Board,
chair of the Nominating and Corporate Governance Committee, a member of the
Audit Committee and a member of the Compensation Committee, nor is there any
family relationship between Ms. Shetty and any other director of the Company or
executive officers of the Company. There are no transactions since the beginning
of the Company's last fiscal year, or any currently proposed transaction, in
which the Company is a participant, the amount involved exceeds $120,000, and in
which Ms. Shetty had, or will have, a direct or indirect material interest.
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