Filed by the Registrant ☒
BRIGHTWOOD CAPITAL CORPORATION I
810 Seventh Avenue, Floor 26
New York, New York 10019
(646) 957-9525
10, 2024
7, 2024
10, 2024.
Floor 26
NOTICE OF THE 20232024 ANNUAL MEETING OF STOCKHOLDERS
Monday,
To the Stockholders of Brightwood Capital Corporation I:
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10, 2024
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ii
2023
We are furnishing this proxy statement to holders of our common stock in connection with the solicitation of proxies by our Board of Directors for use at our Annual Meeting and at any adjournment or postponement thereof.
If you validly sign and return your proxy card, but give no instructions on the proxy card, the shares covered by the proxy card will be voted FOR the election of the nominees as directors in accordance with the recommendation of the Board.
Name and Address of Beneficial Owner | | | Number of Shares Owned Beneficially | | | Percentage of Class(3) | | ||||||
Executive Directors and Officers(1) | | | | | | | | | | | | | |
Sengal Selassie | | | | | 370,908 | | | | | | 0.99% | | |
Sachin Goel | | | | | None | | | | | | | | |
Carol Moody | | | | | None | | | | | | | | |
Peter J. Dancy | | | | | None | | | | | | | | |
Cynthia Fryer Steer | | | | | None | | | | | | | | |
Russell Zomback | | | | | None | | | | | | | | |
Darilyn T. Olidge, Esq. | | | | | None | | | | | | | | |
Martina A. Brosnahan, Esq. | | | | | None | | | | | | | | |
All executive directors and officers as a group (8 persons) | | | | | 370,908 | | | | | | | | |
5% Holders | | | | | | | | | | | | | |
UAW Retiree Medical Benefits Trust solely for the benefit of the Ford Separate Retiree Account(2) | | | | | 11,423,936 | | | | | | 30.50% | | |
UAW Retiree Medical Benefits Trust solely for the benefit of the Chrysler Separate Retiree Account(2) | | | | | 7,381,050 | | | | | | 19.70% | | |
UAW Retiree Medical Benefits Trust solely for the benefit of the GM Separate Retiree Account(2) | | | | | 18,285,715 | | | | | | 48.81% | | |
Name and Address of Beneficial Owner (1) | Number of Shares Owned Beneficially (2) | Percentage of Class (3) | ||||||
Interested Directors | ||||||||
Sengal Selassie | 201,717 | 0.99 | % | |||||
Sachin Goel | None | |||||||
All Executive Officers and Directors as Group | ||||||||
Carol Moody | None | |||||||
Peter J. Dancy | None | |||||||
Cynthia Fryer Steer | None | |||||||
Russell Zomback | None | |||||||
Darilyn T. Olidge, Esq. | None | |||||||
Martina A. Brosnahan, Esq. | None | |||||||
5% Holders | ||||||||
UAW Retiree Medical Benefits Trust solely for the benefit of the Ford Separate Retiree Account | 6,212,889 | 30.50 | % | |||||
UAW Retiree Medical Benefits Trust solely for the benefit of the Chrysler Separate Retiree Account | 4,014,172 | 19.70 | % | |||||
UAW Retiree Medical Benefits Trust solely for the benefit of the GM Separate Retiree Account | 9,944,657 | 48.81 | % |
Name of Director | | | Dollar Range of Equity Securities Beneficially Owned(1)(2) | |
Interested Directors | | | | |
Sengal Selassie | | | | |
Sachin Goel | | | None | |
Independent Directors | | | | |
Carol Moody | | | None | |
Peter J. Dancy | | | None | |
Cynthia Fryer Steer | | | None | |
Nominees for Class III Directors—I Directors — Term Expiring 2026
in 2024
| Name, Address and Age(1) | | | Position(s) Held with Company | | | Terms of Office and Length of Time Served | | | Principal Occupation(s) During the Past 5 Years | | | Other Directorships Held by Director or Nominee for Director During Past 5 Years | |
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Peter J. Dancy is not an “interested person” of the Company as defined in the 1940 Act and has served as a director since July 2022. Peter Dancy is currently a Partner at Putnam Hill Capital Partners. Mr. Dancy serves as the Chair of the Nominating and Corporate Governance Committee. He has 35 years of finance experience and has held various positions in deal origination, execution, structuring and portfolio management during his career. In 2010, Mr. Dancy co-founded and served as Managing Director - Group Head of Annaly Middle Market Lending LLC (“AMML”), a $2.5 billion direct lending leverage finance platform, within Annaly Capital Management (“NLY”), focused on providing first lien, second lien and uni-tranche financing for private equity backed middle market companies. Mr. Dancy served as Group Head and as a member of the NLY Investment Committee. Under his leadership, AMML funded roughly $6.0 billion across 90+ transactions with a realized unlevered return of 10.1%. During his tenure, Mr. Dancy was responsible for creating the Group’s credit policy, formation of the Group’s loan operations, negotiations of the Group’s third-party financing arrangements, and build out of the Group’s 14-person investment team. In addition, Mr. Dancy was directly responsible for originating $2.35 billion of first lien, second lien and uni-tranche facilities with an average unlevered return of over 8.5%. Prior to the formation of AMML, Mr. Dancy was a Managing Director and Head of U.S. Sponsor Coverage for the Bank of Ireland. Prior to the Bank of Ireland, Mr. Dancy held various middle market lending and leverage finance positions at Regions Financial, BMO Harris Bank and National Westminster Bank USA. Mr. Dancy holds a B.A. in Economics from The College of Wooster and an M.B.A. from the University of Chicago, Booth School of Business.
We believe that Mr. Dancy’s extensive financial services experience supports his membership on our Board.
Current Directors—Not up for Election at the Annual Meeting
Class I Directors—Term Expiring 2024
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Sengal Selassie, 55 | | | Interested Director and Chairman of the Board | | | Class I Director since July 2022; Term Expires 2024 | | | Chief Executive Officer of Brightwood Capital Advisors, LLC | | | Former Director of Legacy Acquisition Corp. | |
Sengal Selassie is an “interested person” of the Company as defined in the 1940 Act and has served as a director since July 2022. Mr. Selassie is the chair of the Executive Committee of Brightwood Capital Advisors, LLC, the Company’s investment advisor (“Brightwood” or the “Adviser”) and leads the investment committees of all Brightwood managed funds. Prior to forming Brightwood, Mr. Selassie led a spinout from SG Capital Partners LLC (“SG Capital”), co-founding Cowen Capital Partners, LLC (“Cowen Capital”), where he served as Managing Partner from 2006 to 2009. Cowen Capital went on to form Trinity Investors. Mr. Selassie joined Cowen Capital from SG Capital, Cowen Capital’s predecessor fund where he worked from 1998 through 2006.
Name, Address and Age(1) | | | Position(s) Held with Company | | | Terms of Office and Length of Time Served | | | Principal Occupation(s) During the Past 5 Years | | | Other Directorships Held by Director or Nominee for Director During Past 5 Years | |
Cynthia Fryer Steer, | | | Independent Director and Chair of the Valuation Committee | | | Class I Director since July 2022; Term Expires 2024 |
| | Retired | | | Director and Chair, Mission Square Director, Xponance | |
Sachin Goel, 7Director—Director — Term Expiring in 2025
Company
Length of Time Served
During the Past 5 Years
Held by Director or
Nominee for Director
During Past 5 Years 42 Interested Director Class II Director since July 2022; Term Expires 2025 Managing Director at Brightwood Capital Advisors, LLC Director, Midwest Holding Inc.
Name, Address and Age(1) | | | Position(s) Held with Company | | | Terms of Office and Length of Time Served | | | Principal Occupation(s) During the Past 5 Years | | | Other Directorships Held by Director or Nominee for Director During Past 5 Years | |
Carol Moody, | | | Independent Director and Chairperson of the Audit Committee | | | Class II Director since July 2022; Term Expires 2025 | | | President and CEO of Legal Momentum | | | Director of Legal Momentum | |
We believe that Ms. Moody’s broad and extensive financial services experience supports her membership on our Board.–— The Women’s Legal Defense and Education Fund. Ms. Moody is formerly the Founder and Principal of CAB Moody, LLC and a Senior Portfolio Manager and Acting Chief Investment Officer for CalPERS. Prior to joining CalPERS, Ms. Moody held a series of senior risk and compliance roles and Wilmington Trust Company, Nationwide Insurance, TIAA-CREF, TCW/Latin American Partners, LLC and Citibank. Ms. Moody received her bachelor’s degree from The Wharton School at the University of Pennsylvania and her J.D. from Columbia University School of Law.8(1)The business address
Company
Length of Time Served
During the director nomineesPast 5 Years
Held by Director or
Nominee for Director
During Past 5 Years Peter Dancy, 59 Independent Director and other directors is c/o BrightwoodChair of Nominating and Corporate Governance Committee Class III Director since July 2022; Term Expires 2026 Corporation I, 810 Seventh Avenue, Floor 26, New York, New York 10019.Partners None
Name, Address and Age(1) | | | Position(s) Held with the Company | | | Principal Occupations(s) During the Past 5 Years | |
Darilyn T. Olidge, Esq., | | | Chief Compliance Officer since July 2022 | | | Partner, General Counsel and Chief Compliance Officer at Brightwood Capital Advisors, LLC | |
Russell Zomback, 54 | | | Chief Financial Officer since July 2022 | | | Chief Financial Officer at Brightwood Capital Advisors, LLC | |
Martina A. Brosnahan, Esq., | | | Secretary since July 2022 | | | Managing Director | |
Russell Zomback is Chief Financial Officer of Brightwood. Mr. Zomback was Brightwood’s first outside hire in April 2011. During his time at the firm, he has played a key role in driving Brightwood’s growth from its launch into a $4 billion direct lending platform, and he has led and managed the finance function for all of Brightwood’s funds. Prior to joining Brightwood in 2011, Mr. Zomback served as Executive Vice President of Finance at Golub Capital. Over twelve years at Golub, Mr. Zomback oversaw three SBIC partnerships, a number of other investment partnerships, and supported the firm’s expansion from $250 million to $4 billion in assets under management. Prior to Golub, Mr. Zomback was with Goldstein Golub Kessler as an audit manager in the financial services group. Mr. Zomback holds a bachelor’s degree in accounting from SUNY Binghamton.
Under our bylaws, our Board may designate one of our directors as chair to preside over meetings of our Board and meetings of stockholders and to perform such other duties as may be assigned to him or her by our Board.
Our Board also performs its risk oversight responsibilities with the assistance of our Chief Compliance Officer. Our Board receives a quarterly report from our Chief Compliance Officer, who reports on our compliance with the federal securities laws and our internal compliance policies and procedures as well as those of the Adviser, our administrator and our transfer agent. The Board also reviews annually a written report from the Chief Compliance Officer discussing, in detail, the adequacy and effectiveness of our compliance policies and procedures and those of our service providers.
2023.
Nominating and Corporate Governance Committee.
The members of the Nominating and Corporate Governance Committee are the independent directors. Mr. Dancy serves as Chair of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee operates pursuant to a charter approved by the Board, which sets forth the responsibilities of the Nominating and Corporate Governance Committee, a copy of which is attached to this Proxy Statement as Annex B. The Nominating and Corporate Governance Committee is responsible for selecting, researching and nominating directors for election by the Stockholders, selecting nominees to fill vacancies on the Board or a committee of the Board, developing and recommending to the Board a set of corporate governance principles and overseeing the evaluation of the Board and management.Name | Fees Earned (1) | Stock Awards (2) | All Other Compensation | Total | ||||||||||
Carol Moody | $ | — | — | $ | 50,000 | |||||||||
Peter J. Dancy | $ | — | — | $ | 50,000 | |||||||||
Cynthia Fryer Steer | $ | — | — | $ | 50,000 |
Name | | | Fees Earned(1) | | | Stock Awards(2) | | | All Other Compensation | | | Total | | ||||||||||||
Carol Moody | | | | $ | 100,000 | | | | | | — | | | | | | — | | | | | $ | 100,000 | | |
Peter J. Dancy | | | | $ | 100,000 | | | | | | — | | | | | | — | | | | | $ | 100,000 | | |
Cynthia Fryer Steer | | | | $ | 100,000 | | | | | | — | | | | | | — | | | | | $ | 100,000 | | |
Under the Investment Advisory Agreement, the Company pays the Adviser (i) a base management fee and (ii) an incentive fee as compensation for the investment advisory and management services it provides the Company thereunder.
For the year ended December 31, 2022,2023, the Company incurred $650,875$776,639 in expenses under the Administration Agreement which were recorded in administrative service expenses in the Consolidated Statements of Operations included in the Annual Report on Form 10-K for the year ended December 31, 2022,2023, as filed with the SEC.
Service | For the Period September 26, 2022 (commencement of operations) through December 31, 2022 | |||
Audit Fees | $ | 270,900 | ||
Audit Related Fees | - | |||
Tax Fees | - | |||
All Other Fees | - | |||
Total | $ | 270,900 |
2023:
Service | | | For the Period September 26, 2022 (commencement of operations) through December 31, 2022 | | | For the fiscal year ended December 31, 2023 | | ||||||
Audit Fees | | | | $ | 270,900 | | | | | $ | 424,666 | | |
Audit Related Fees | | | | | — | | | | | | | | |
Tax Fees | | | | | — | | | | | $ | 17,325 | | |
Other Fees | | | | | — | | | | | | | | |
Total | | | | $ | 270,900 | | | | | $ | 441,991 | | |
Tax Fees
Based on the Audit Committee’s review and discussions with management and the independent registered public accounting firm referred to above, the Audit Committee’s review of the Company’s audited financial statements, the representations of management and the report of RSM to the Audit Committee, the Audit Committee recommended to the Board that the audited financial statements as of and for the year ended December 31, 20222023 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022,2023, for filing with the SEC. The Audit Committee also recommended the appointment of RSM to serve as the independent registered public accounting firm of the Company for the year ending December 31, 2023.
2024.
The
2024.
The Company reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. Please refer to our bylaws for more information regarding the information required to be included in a stockholder’s notice.
III. Authority
1 For purposes of this Charter, the term “management” means the appropriate officers of the Company, and its investment adviser, administrator, fund accounting agent and other key service providers (other than the independent accountants). Also, for purposes of this Charter, the phrase “internal accounting staff” means the appropriate officers and employees of the Company, and its investment adviser, administrator, fund accounting agent and other key service providers (other than the independent accountants).
IV. Responsibilities
1. to appoint and retain each year a firm or firms of independent accountants to audit the accounts and records of the Company, to approve the terms of compensation of such independent accountants and to terminate such independent accountants as it deems appropriate; 2. to pre-approve the engagement of the independent accountants to render audit and/or permissible non-audit services (including the fees charged and proposed to be charged by the independent accountants), subject to the de minimisexceptions under Section 10A(i)(1)(B) of the Exchange Act, and as otherwise required by law;2 |
Oversight of the Company’s Relationship with the Independent Accountants
A majority, but not less than two, of the members of the Audit Committee shall be present at any meeting of the Audit Committee in order to constitute a quorum for the transaction of business at such meeting, and the act of a majority present shall be the act of the Audit Committee.
account. If held in joint tenancy, all persons should sign. Trustees, administrators,
Committee.
Pursuant to authority granted to it by the Board of Directors, the responsibilities of the Nominating and Corporate Governance Committee are as follows:
6. The Nominating and Corporate Governance Committee shall, upon a significant change in a member of the Board of Directors’ personal circumstances (including a change in principal occupation) or in the event a significant ongoing time commitment arises that may be inconsistent with a member of the Board of Director’s service to the Board of Directors, review, as appropriate, the continued membership of such member on the Board of Directors.
V. Meetings