Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a)
Departure of Director
On January 3, 2022, Marc I. Abrams notified 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"), of his intention to retire.
Mr. Abrams's resignation from the Board, and from each of the committees of the
Board on which he served, was effective on January 4, 2022. The resignation was
not due to any disagreement with the Company on any matter relating to the
Company's operations, policies, practices or otherwise. Mr. Abrams formerly
served on the Audit Committee, Compensation Committee and Nominating and
Corporate Governance Committee of the Board.
(d)
Appointment of Director
On January 5, 2022, the Board, upon the recommendation of the Nominating and
Corporate Governance Committee, voted to appoint Ashwin Ranganathan as a Class
III director of the Board, chair of the Compensation Committee, a member of the
Audit Committee, and a member of the Nominating and Corporate Governance
Committee, to fill the vacancy created by the retirement of Mr. Abrams. Mr.
Ranganathan was appointed to serve as a member of the Board until the 2024
annual meeting of stockholders, or until his successor is duly elected and
qualified. The Board and the Nominating and Corporate Governance Committee
determined that Mr. Ranganathan is not an "interested person" (as defined in
Section 2(a)(19) of the 1940 Act) of the Company.
Mr. Ranganathan, age 52, currently serves on the board of directors of CIM Real
Assets & Credit Fund, a non-diversified, closed-end management investment
company registered under the 1940 Act for which OFS Capital Management, LLC, the
Company's investment adviser ("OFS Adviser"), acts as sub-advisor. On the date
hereof, Mr. Ranganathan was also appointed as a director of Hancock Park
Corporate Income, Inc., an affiliate of the Company for which OFS Adviser also
serves as investment adviser. Mr. Ranganathan is the founder and CEO of Sikander
Capital, a multi-asset family office focused on equity, venture capital and real
estate, which he founded in 2013. Prior to that, from 2005 until 2013, he was a
partner and managing director at Tudor Capital, a $13 billion global
multi-strategy hedge fund and a member of the board of directors of Tudor
Capital Singapore. From 2001 to 2005, Mr. Ranganathan was a senior vice
president and an equity partner at Oaktree Capital Management, a global asset
management firm specializing in alternative investment strategies, where he
served as head of the global emerging markets group. Mr. Ranganathan began his
career at Goldman Sachs Asset Management in 1994, where he worked as a portfolio
manager in the firm's Hong Kong and New York offices. Mr. Ranganathan graduated
from St. Stephens College, Delhi University in 1991 with a Bachelor in English
Literature and Exeter College, Oxford University in 1994 with a Master in
Philosophy, Politics and Economics.
Mr. Ranganathan will participate in the Company's standard non-employee director
compensation arrangement, pursuant to which he 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 Compensation
Committee, in each case, on a pro-rated basis for his initial period of service.
Mr. Ranganathan 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 Mr. Ranganathan and any
other person pursuant to which he was appointed as a Class III director of the
Board, chair of the Compensation Committee, a member of the Audit Committee and
a member of the Nominating and Corporate Governance Committee, nor is there any
family relationship between Mr. Ranganathan 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 Mr. Ranganathan had, or will have, a direct or
indirect material interest.
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