04/30/2026 | Press release | Distributed by Public on 04/30/2026 14:54
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under
§240.14a-12
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange
Act Rules 14a-6(i)(1) and 0-11
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9 West 57th Street
New York, New York 10019
April 30, 2026
Dear Stockholder:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the "Meeting") of MidCap Financial Investment Corporation, a Maryland corporation (the "Company"), to be held virtually on Thursday, June 18, 2026 at 10:00 a.m., Eastern Time, at www.virtualshareholdermeeting.com/MFIC2026.
The Notice of Virtual Annual Meeting of Stockholders accompanying this letter provides an outline of the business to be conducted at the meeting. At the Meeting, you will be asked: (1) to consider and vote upon the election of two Class I Directors; (2) to consider and vote upon the ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026; and (3) to transact such other business as may properly come before the Meeting and any postponements or adjournments thereof. I will also report on the progress of the Company during the past year and respond to stockholders' questions.
You have the right to receive notice of and to vote at the Meeting if you were a stockholder of record at the close of business on April 22, 2026. It is important that your shares be represented at the Meeting. Please follow the instructions on the Notice of Internet Availability of Proxy Materials and authorize a proxy via the Internet or telephone to vote your shares. I encourage you to vote via the Internet as it saves us significant time and processing costs. However, the Notice of Internet Availability of Proxy Materials includes instructions on how to request a hard copy of the proxy statement and proxy card for the Meeting free of charge, and you may vote your proxy by returning your proxy card to us after you request the hard copy materials. Your vote and participation in the governance of the Company is very important to us.
Sincerely yours,
Howard Widra
Executive Chairman of the Board of Directors
MIDCAP FINANCIAL INVESTMENT CORPORATION
9 West 57th Street
New York, New York 10019
(212) 515-3200
NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 18, 2026
Online Meeting Only - No Physical Meeting Location
To the Stockholders of MidCap Financial Investment Corporation:
The 2026 Annual Meeting of Stockholders (the "Meeting") of MidCap Financial Investment Corporation, a Maryland corporation (the "Company"), will be held virtually on Thursday, June 18, 2026 at 10:00 a.m., Eastern Time, at www.virtualshareholdermeeting.com/MFIC2026, for the following purposes:
| 1. |
To consider and vote upon the election of two Class I Directors of the Company, who will each serve until the Company's 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified; |
| 2. |
To consider and vote upon ratifying the selection of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026; and |
| 3. |
To transact such other business as may properly come before the Meeting and any postponements or adjournments thereof. |
The Meeting will only be accessible virtually via live webcast over the Internet at www.virtualshareholdermeeting.com/MFIC2026.
You have the right to receive notice of and to vote at the Meeting if you were a stockholder of record at the close of business on April 22, 2026. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the Meeting for a period of 10 days prior to the Meeting at the Company's principal executive offices at 9 West 57th Street, New York, New York 10019, and electronically during the Meeting at www.virtualshareholdermeeting.com/MFIC2026 when you enter your 16-Digit control number. The Company is furnishing a proxy statement and proxy card to its stockholders on the Internet, rather than mailing printed copies of those materials to its stockholders. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy statement and proxy card unless you request them. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy statement, and vote your proxy, on the Internet.
Whether or not you plan to participate in the Meeting, we encourage you to vote your shares by following the instructions on the Notice of Internet Availability of Proxy Materials.
In the event there are not sufficient shares present for a quorum or sufficient votes to approve or ratify the proposals at the time of the Meeting, the Meeting may be adjourned in order to permit further solicitation of proxies by the Company.
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By Order of the Board of Directors, |
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Kristin Hester Chief Legal Officer, Vice President and Secretary |
New York, New York
April 30, 2026
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This is an important meeting. To ensure proper representation at the Meeting, please follow the instructions on the Notice of Internet Availability of Proxy Materials to authorize a proxy to vote your shares via the Internet or telephone, or by requesting, signing, dating and returning a proxy card. Even if you vote your shares prior to the Meeting, you still may participate in the Meeting. |
MIDCAP FINANCIAL INVESTMENT CORPORATION
9 West 57th Street
New York, New York 10019
(212) 515-3200
PROXY STATEMENT
2026 Virtual Annual Meeting of Stockholders
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board" and each member, a "Director") of MidCap Financial Investment Corporation, a Maryland corporation (the "Company," "we," "us" or "our"), for use at the Company's 2026 Annual Meeting of Stockholders (the "Meeting") to be held on Thursday, June 18, 2026 at 10:00 a.m., Eastern Time, virtually at www.virtualshareholdermeeting.com/MFIC2026 and at any postponements or adjournments thereof. To participate in the Meeting virtually, you will need the Control Number included on your proxy card. Please note that those using the dial-in number for the listen-only conference call will not be able to vote or submit questions. This Proxy Statement, the Notice of Virtual Annual Meeting of Stockholders, the accompanying proxy card and the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, will be made available to stockholders via the Internet on or about April 30, 2026.
We encourage you to access the Meeting prior to the start time. The live webcast and listen-only conference call will begin promptly at 10:00 a.m. Eastern Time. We will have technicians ready to assist you with any technical difficulties you may have accessing the live webcast or listen-only conference call. If you encounter any difficulties accessing the Meeting during check-in or the Meeting itself, please call the technical support number that will be posted on the Meeting platform log-in page at www.virtualshareholdermeeting.com/MFIC2026. Technical support will be available starting at 9:45 a.m., Eastern Time, on June 18, 2026 and will remain available until thirty minutes after the Meeting has finished. The Meeting platform is fully supported across browsers (Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the Meeting. Participants should also give themselves plenty of time to dial into the conference call or log in and ensure that they can hear audio prior to the start of the Meeting.
We encourage you to vote your shares by following the instructions on the Notice of Internet Availability of Proxy Materials and granting a proxy (i.e., authorizing someone to vote your shares). If you provide voting instructions, either via the Internet, by telephone or by requesting, signing, dating and returning a proxy card, and the Company receives them in time for the Meeting, the persons named as proxies will vote your shares in the manner that you specified. If you give no instructions on the proxy card you execute, the shares covered by the proxy card will be voted FOR the election of the nominees as Directors and FOR the ratification of the Company's independent registered public accounting firm.
You may revoke a proxy at any time before it is exercised by notifying the Company's Secretary in writing, by submitting a properly executed later-dated proxy, or by participating in the Meeting and voting online. Participating in the Meeting does not revoke your proxy unless you also vote online at the Meeting.
If your shares are registered in the name of a bank, brokerage firm or other nominee, you will receive instructions from your bank, broker or other nominee that you must follow in order to instruct how your shares are to be voted at the Meeting.
If you want to submit a question during the Meeting, log into the live webcast at www.virtualshareholdermeeting.com/MFIC2026, type your question into the "Ask a Question" field, and click "Submit."
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Only questions submitted via the live webcast that are pertinent to Meeting matters will be answered during the Meeting, subject to time constraints. Please note that no questions may be submitted via the listen-only conference call. Questions or comments that are not related to the proposals under discussion, are about personal concerns not shared by stockholders generally, or use blatantly offensive language may be ruled out of order. Additionally, the Company may not be able to answer multiple questions submitted by the same stockholder. Questions pertinent to Meeting matters that cannot be answered during the Meeting due to time constraints will be posted online and answered at www.virtualshareholdermeeting.com/MFIC2026.
Web links throughout this document are provided for convenience only, and the content on the referenced websites does not constitute a part of, and is not otherwise incorporated by reference into, this proxy statement.
Purpose of Meeting
At the Meeting, you will be asked to vote on the following proposals:
| 1. |
To consider and vote upon the election of two Class I Directors of the Company, who will each serve until the Company's 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified; |
| 2. |
To consider and vote upon ratifying the selection of Deloitte & Touche LLP ("Deloitte") to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026; and |
| 3. |
To transact such other business as may properly come before the Meeting and any postponement or adjournment thereof. |
Voting Securities
You may vote your shares at the Meeting only if you were a stockholder of record at the close of business on April 22, 2026 (the "Record Date"). There were 82,372,628 shares of the Company's common stock outstanding (the "Shares") on the Record Date. Each Share is entitled to one vote on each matter to be voted on at the Meeting. Stockholders do not have the right to cumulate votes in the election of Directors.
Quorum Required
A quorum must be present at the Meeting for any business to be conducted. The presence at the Meeting, in person (virtually), or by proxy, of holders of Shares entitled to cast a majority of the votes entitled to be cast on the Record Date will constitute a quorum. Abstentions and broker non-votes will be deemed to be present for the purpose of determining a quorum for the Meeting. Those stockholders accessing the Meeting via the listen-only conference call will not be deemed to be "present" for purposes of determining a quorum for the Meeting. If a stockholder of the Company does not vote electronically via the live webcast or does not submit voting instructions to its broker, bank or other nominee, the broker, bank or other nominee will not be permitted to vote the stockholder's shares on non-routine proposals. The ratification of the selection of Deloitte as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 2) is considered routine under applicable rules. The election of Directors (Proposal 1) is considered non-routine under applicable rules. For non-routine proposals, a broker, bank or other nominee that holds shares in street name on behalf of a stockholder must receive voting instructions from the beneficial owner of the shares in order for the shares to be voted at the Meeting. A "broker non-vote" with respect to a matter occurs when a broker, bank or other nominee holding shares on behalf of a beneficial owner has not received voting instructions from the beneficial owner on a particular proposal and does not have, or chooses not to exercise, discretionary authority to vote the shares on such proposals. Please note that to be sure your vote is counted on the Company's proposal to elect Directors, you should instruct your broker, bank, trustee or nominee how to vote your Shares by following the voting instructions provided by your broker, bank, trustee or nominee. If you do not provide voting instructions, votes may not be cast on your behalf with respect to such proposal.
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Vote Required
Election of Directors. The election of a Director requires the affirmative vote of a majority of the total votes cast for and affirmatively withheld as to such nominee. If you vote "Withhold Authority" with respect to a nominee, your Shares will not be voted with respect to the person indicated. Because Directors are elected by an affirmative vote of the majority of the total votes cast for and affirmatively withheld, votes to withhold authority will have the effect of a vote against a nominee. Broker non-votes will not be included in determining the number of votes cast and as a result will have no effect on this proposal.
Ratification of Independent Registered Public Accounting Firm. The affirmative vote of a majority of the votes cast at the Meeting virtually or by proxy is required to ratify the appointment of Deloitte to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. Abstentions and broker non-votes, if any, will not be included in determining the number of votes cast and as a result will have no effect on this proposal.
Additional Solicitation. If there are not enough shares represented at the Meeting for a quorum or votes to approve or ratify a proposal at the Meeting, the Executive Chairman of the Meeting may adjourn the Meeting to permit the further solicitation of proxies.
A stockholder vote may be taken on any proposal in this Proxy Statement prior to any such adjournment if a quorum is present and there are sufficient votes for approval of such proposal.
Authorizing a Proxy for Shares Held in Your Name
If you are a record holder of Shares, you may authorize a proxy to vote on your behalf by following the instructions provided on the Notice of Internet Availability of Proxy Materials. Authorizing your proxy will not limit your right to participate in the Meeting and vote your Shares online. A properly completed and submitted proxy will be voted in accordance with your instructions unless you subsequently revoke your instructions. If you authorize a proxy without indicating your voting instructions, the proxyholder will vote your Shares according to the Board's recommendations. Internet and telephone voting procedures are designed to authenticate the stockholder's identity and to allow stockholders to vote their Shares and confirm that their instructions have been properly recorded. Your Internet or telephone vote authorizes the named proxies to vote your Shares in the same manner as if you had marked, signed and returned a proxy card.
Revoking Your Proxy
If you are a stockholder of record, you can revoke your proxy at any time before it is exercised by: (i) delivering a written revocation notice that is received prior to the Meeting to MidCap Financial Investment Corporation at 9 West 57th Street, New York, New York 10019, Attention: Secretary; (ii) submitting a later-dated proxy that we receive before the conclusion of voting at the Meeting; or (iii) participating in the Meeting and voting online. If you hold Shares through a broker, bank, trustee or nominee, you must follow the instructions you receive from them in order to revoke your voting instructions. Participating in the Meeting does not revoke your proxy unless you also vote online at the Meeting.
Information Regarding This Solicitation
The Company will bear the expense of the solicitation of proxies for the Meeting. The Company has retained Georgeson LLC ("Georgeson") to assist in the solicitation of proxies. The Company expects to pay market rates for such services, with an estimated fee of approximately $9,500, plus expenses. As the Meeting date approaches, certain stockholders of the Company may receive a telephone call from a representative of Georgeson if their proxy authorizations have not yet been received. Authorization to permit Georgeson to execute proxies may be obtained by telephonic or electronically transmitted instructions from stockholders of the Company. Proxies that are obtained telephonically will be recorded in accordance with the procedures described
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below. The Company believes that these procedures are reasonably designed to ensure that both the identity of the stockholder casting the vote and the voting instructions of the stockholder are accurately determined.
In all cases where a telephonic proxy is solicited, the Georgeson representative is required to ask each stockholder to confirm his or her full name and to confirm a portion of the address that appears on the stockholder's account registration. The Georgeson representative will ask the stockholder to confirm that he or she has either received the proxy materials in the mail or has been provided a notice and access notification. If the stockholder is a corporation or entity, the Georgeson representative is required to ask for the person's title and confirmation that the person is authorized to direct the voting of the shares. If the information solicited matches the information provided to Georgeson, then the Georgeson representative has the responsibility to explain the process, read the proposals listed on the proxy card and ask for the stockholder's instructions on the proposals. Although the Georgeson representative is permitted to answer questions about the process, he or she is not permitted to recommend to the stockholder how to vote, other than to read any recommendation set forth in this Proxy Statement. Georgeson will record the stockholder's instructions electronically and submit the instructions electronically to be tabulated. The stockholder will be sent a letter to confirm his or her proxy authorization and provide instructions for making corrections if his or her voting instructions are not correctly reflected in the confirmation.
We have requested that brokers, nominees, fiduciaries and other persons holding Shares in their names, or in the names of their nominees, which are beneficially owned by others, forward the proxy materials to, and obtain proxies from, such beneficial owners. We will reimburse such persons for their reasonable expenses in so doing.
In addition to mail and email, proxies may be solicited personally via the Internet or by telephone or facsimile transmission by Directors or officers of the Company or officers or employees of Apollo Investment Management, L.P., our investment adviser ("AIM" or the "Investment Adviser") (without special compensation). AIM is located at 9 West 57th Street, New York, New York 10019.
Security Ownership of Certain Beneficial Owners and Management
As of the Record Date, to our knowledge, no person would be presumed under the Investment Company Act of 1940, as amended (the "1940 Act"), to "control" us, as such term is defined in the 1940 Act.
Our Directors consist of independent Directors (Directors who are not "interested persons" (as defined in the 1940 Act) of the Company, and therefore not affiliates of AIM) ("Independent Directors") and interested Directors ("Interested Directors"). Interested Directors are "interested persons" of the Company, as defined in the 1940 Act.
As of the Record Date, based on public filings and/or information, we believe that no stockholder, directly or indirectly owned, controlled or held, with the power to vote, 5% or more of our Shares. The following table sets forth our affiliates that directly or indirectly owned, controlled or held, with the power to vote, our Shares as of the Record Date. Unless otherwise indicated, we believe that each beneficial owner set forth in the table has sole voting and investment power over the securities owned by it.
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Name and address of Beneficial Owner |
Type of ownership(1) |
Shares owned |
Percentage of common stock outstanding |
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Apollo Principal Holdings III LP(2) |
Beneficial | 2,243,126 | 2.72 | % | |||||||||||
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MFIC Holdings, LP(2) |
Beneficial | 1,932,641 | 2.35 | % | |||||||||||
| (1) |
All of our Shares are owned of record by Cede & Co., as nominee of The Depository Trust Company. |
| (2) |
Apollo Principal Holdings III LP and MFIC Holdings, LP are affiliates of the Company and each does not beneficially own more than 5% of the Company's Shares. The principal address for each of Apollo Principal Holdings III LP and MFIC Holdings, LP is 9 West 57th Street, New York, New York 10019. |
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The following table sets forth, as of the Record Date, the number of Shares beneficially owned by the Director nominees (the "Nominees") and each of our other Directors and our current Executive Officers. As of the Record Date, the Company's Directors and Executive Officers, as a group, owned less than 1% of the Company's outstanding Shares.
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Name and Address(1) |
Amount and Nature of Beneficial Ownership |
Percent of Class(2) |
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Barbara Matas |
7,000 | * | ||
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Emanuel Pearlman |
2,800 | * | ||
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R. Rudolph Reinfrank |
8,333 | * | ||
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Elliot Stein, Jr. |
11,250 | * | ||
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John J. Hannan(3) |
112,739(3) | * | ||
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Howard T. Widra(4)(5) |
399,690(5) | * | ||
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Carmencita N. M. Whonder |
- | * | ||
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Tanner Powell |
110,517 | * | ||
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Ryan Del Giudice |
- | * | ||
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Joseph Durkin |
- | * | ||
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Kristin Hester |
- | * | ||
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Ted McNulty |
97,510 | * | ||
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Kenneth Seifert |
- | * | ||
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All Directors and Executive Officers as a Group (13 persons) |
749,839 | 0.91% |
| * |
Represents less than 1% of the outstanding Shares. |
| (1) |
The business address for each of the Nominees, Directors and Executive Officers is c/o MidCap Financial Investment Corporation, 9 West 57th Street, New York, New York 10019. |
| (2) |
Based on 82,372,628 Shares outstanding as of the Record Date. |
| (3) |
Includes 50,000 Shares held directly and 62,739 Shares held indirectly through a family trust. |
| (4) |
Mr. Widra has informed the Board of Directors that he will not stand for re-election at the Meeting. |
| (5) |
Includes 298,024 Shares held directly and 101,666 Shares held indirectly by his spouse. |
Dollar Range of Securities Beneficially Owned by Directors
The following table sets forth the dollar range of our Shares beneficially owned by the Nominees and each of our other Directors as of the Record Date. Information as to the beneficial ownership is based on information furnished to the Company by such persons. (We are not part of a "family of investment companies" as that term is defined in the 1940 Act.).
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Directors and Nominees |
Dollar Range of Shares in the Company(1) |
Aggregate Dollar Range of Equity Securities Held in All Funds Overseen or to be Overseen by Directors or Nominees in the Fund Complex(1)(3) |
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Independent Directors and Nominees |
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Barbara Matas |
$50,001 - $100,000 | $50,001 - $100,000 | ||||||
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Emanuel Pearlman |
$10,001 - $50,000 | $10,001 - $50,000 | ||||||
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R. Rudolph Reinfrank |
$50,001 - $100,000 | $50,001 - $100,000 | ||||||
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Elliot Stein, Jr.(2) |
over $100,000 | over $100,000 | ||||||
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Interested Directors and Nominee |
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John J. Hannan(2) |
over $100,000 | over $100,000 | ||||||
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Tanner Powell |
over $100,000 | over $100,000 | ||||||
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Carmencita N.M. Whonder |
None | None | ||||||
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Howard Widra(4) |
over $100,000 | over $100,000 | ||||||
| (1) |
Dollar ranges are as follows: None, $1 - $10,000, $10,001 - $50,000, $50,001 - $100,000 or over $100,000. |
| (2) |
Dollar range includes Shares held through indirect beneficial ownership in a family trust. |
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| (3) |
"Fund Complex" comprises registered investment companies for which the Investment Adviser or an affiliate of the Investment Adviser serves as investment adviser. The Fund Complex is currently comprised of: the Company, Apollo Debt Solutions BDC, Apollo Diversified Credit Fund, Apollo Diversified Real Estate Fund, Apollo Origination II (Levered) Capital Trust, Apollo Origination II (UL) Capital Trust, Apollo S3 Private Markets Fund and MidCap Apollo Institutional Private Lending ("MAIPL"). |
| (4) |
Mr. Widra has informed the Board that he will resign as Director and Executive Chairman of the Board effective as of the close of business on June 18, 2026. He will not stand for re-election at the Meeting. |
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PROPOSAL 1: ELECTION OF DIRECTORS
Pursuant to the Company's charter and bylaws, the Board may modify the number of members of the Board provided that the number thereof shall never be less than four nor more than ten. In accordance with the bylaws, the Company currently has seven members on the Board. Directors are divided into three classes and are generally elected for staggered terms of three years each, with a term of office of one of the three classes of Directors expiring each year. The Company may have cause to propose a term of less than three years for a Director as it may deem necessary. Each Director will hold office for the term to which he or she is elected or until his or her successor is duly elected and qualified.
A stockholder can vote for, or withhold his or her vote from, any Nominee. 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 a Nominee 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 as is nominated by the Board as a replacement. The Board has no reason to believe that any of the persons named below will be unable or unwilling to serve.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.
Information about the Nominees and Directors
Certain information with respect to the Class I nominees for election at the Meeting, as well as each of the other Directors who are not standing for re-election, is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person held during the last five years, and the year in which each person became a Director of the Company.
Emanuel Pearlman and Tanner Powell each have been nominated for election for a three-year term expiring at the Company's 2029 Annual Meeting of Stockholders and until his successor is duly elected and qualified. Mr. Pearlman currently serves as a Director of the Company. Neither Messrs. Pearlman nor Powell are being proposed for election pursuant to any agreement or understanding between Messrs. Pearlman and Powell and the Company.
Nominees for Class I Directors-Term Expiring in 2029
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Name, Address and Age(1) |
Position(s) |
Term of Office and |
Principal Occupation(s) |
Other Directorships of Public or |
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Independent Director Nominee |
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Emanuel Pearlman, 66 |
Director | Class I Director since 2023. | Founder, Chairman and Chief Executive Officer of Liberation Investment Group, an investment management and consulting firm. | Director, Diebold Nixdorf, 2023-2025; Director, QualTek Services Inc., 2023-2024; Director, Network-1 Technologies, Inc., 2012-2024; Director, Redbox Entertainment, Inc., 2022-2022; Director, Atlas Crest Investment Corp. II, 2021-2022; Director, Atlas Crest Investment Corp., 2020-2021. | ||||
| New Interested Director Nominee | ||||||||
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Tanner Powell, 46(3) |
Chief Executive Officer | - | Partner at Apollo Global Management Inc., since 2006. | Trustee of MAIPL, 2026-present. | ||||
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CONTINUING DIRECTORS (not up for election at the Meeting)
Class II Directors-Term Expiring in 2027
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Name, Address and Age(1) |
Position(s) |
Term of Office and |
Principal Occupation(s) |
Other Directorships of Public or |
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Independent Directors |
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R. Rudolph Reinfrank, 70 |
Director | Class II Director since 2013. | Managing General Partner of Riverford Partners, LLC (strategic advisory and investment firm) since 2009. | Trustee, MAIPL, 2024-present; Director, Mount Logan Capital, 2022-present; Director, Perception Capital III, 2023-2025; Director, Perception Capital IV, 2023- 2025; Director, Perception Capital II, 2022-2023. | ||||
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Barbara Matas, 66 |
Director | Class II Director since 2017. | Corporate Director/Trustee. | Trustee, MAIPL, 2024-present; Director, BRP Group, Inc., 2020-present; Director, Sleep Number Corporation, 2016-2025. | ||||
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Interested Director |
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| John J. Hannan, 73(2) | Vice-Chairman and Director | Class II Director since 2004. | Co-founded Apollo Management, L.P. in 1990. | Director, Environmental Solutions Worldwide, 2011-present. | ||||
CONTINUING DIRECTORS (not up for election at the Meeting)
Class III Directors-Term Expiring in 2028
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Name, Address and Age(1) |
Position(s) |
Term of Office and |
Principal Occupation(s) |
Other Directorships of Public or |
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Independent Director |
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Elliot Stein, Jr., 77 |
Director | Class III Director since 2004. | Private Investor; Corporate Director/Trustee. | Trustee, MAIPL, 2024-present; Director, BellRing Brands, Inc., 2019-present; Director, Acertas LLC, 2013 - present; Director, Forecasting, LLC, 2013- present; Director, Apollo Tactical Income Fund Inc., 2013-2024; Director, Apollo Senior Floating Rate Fund Inc., 2011-2024. | ||||
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Interested Director |
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| Carmencita N. M. Whonder, 49(2) | Director | Class III Director since 2022. | Policy Director at the lobbying and law firm of Brownstein Hyatt Farber Schreck, LLP 2008-2025. | Director, Apollo Commercial Real Estate Finance, Inc., 2021-present; Director, Direct ChassisLink, Inc., 2020-2022. | ||||
| (1) |
The business address of the Director nominees, Directors and Executive Officers is c/o MidCap Financial Investment Corporation, 9 West 57th Street, New York, New York 10019. |
| (2) |
Mr. Hannan and Ms. Whonder are interested Directors due to their affiliation with AIM and its affiliates. |
| (3) |
If elected, Mr. Powell would be an interested Director due to his affiliation with AIM and its affiliates. |
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.
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Corporate Governance
Director Independence. NASDAQ rules require listed companies to have a board of directors with at least a majority of Independent Directors. Under NASDAQ rules, in order for a director to be deemed independent, the board of directors must determine that the individual does not have a relationship that would interfere with the director's exercise of independent judgment in carrying out his or her responsibilities. On an annual basis, each member of our Board is required to complete an independence questionnaire designed to provide information to assist the Board in determining whether the Director is independent under NASDAQ rules and our corporate governance guidelines. Our Board has determined that each of our Directors and Nominees, other than Messrs. Hannan and Powell and Ms. Whonder, are independent under the listing standards of NASDAQ Marketplace Rule 5605(a)(2). Our governance guidelines require any Director who has previously been determined to be independent to inform the Executive Chairman of the Board, the Chairman of the Nominating and Corporate Governance Committee and our Corporate Secretary of any change in circumstance that may cause his or her status as an Independent Director to change. The Board limits membership on the Audit Committee and the Nominating and Corporate Governance Committee to Independent Directors.
Board of Directors' Oversight Role in Management. The Board's role in management of the Company is oversight. As is the case with virtually all investment companies, including externally managed business development companies such as the Company (as distinguished from operating companies), service providers to the Company, primarily AIM, Apollo Investment Administration, LLC ("AIA" or the "Administrator") and their affiliates, have responsibility for the day-to-day management of the Company, which includes responsibility for risk management (including management of investment performance and investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk). As part of its oversight, the Board, acting at its scheduled meetings, or the Executive Chairman or the lead Independent Director acting between meetings, regularly interacts with and receives reports from senior personnel of service providers, including the Company's Chief Executive Officer, its President and its Chief Financial Officer (or a senior representative of their respective offices), the Company's and AIM's Chief Compliance Officer and portfolio management personnel. The Audit Committee of the Board (which consists of all Independent Directors) meets regularly, and between meetings the Audit Committee Chair maintains contact with the Company's independent registered public accounting firm, the Company's Chief Financial Officer and the internal auditor. In addition, at its quarterly meetings, the Audit Committee meets with the independent valuation service providers that evaluate certain of the Company's securities holdings for which there are not readily available market values. The Board also receives periodic presentations from senior personnel of AIM or its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas such as business continuity, personal trading, valuation, credit and investment research. The Board has adopted policies and procedures designed to address certain risks of the Company. In addition, the Company, AIM, AIA and other service providers to the Company have adopted a variety of policies, procedures and controls designed to address particular risks to the Company. However, it is not possible to eliminate all of the risks applicable to the Company. The Board also receives reports from counsel to the Company or counsel to AIM and the Board's own independent legal counsel regarding regulatory compliance and governance matters. The Board oversight role does not make the Board a guarantor of the Company's investments or activities or the activities of any of the Company's service providers on behalf of the Company.
Board of Directors Composition and Leadership Structure. The 1940 Act requires that at least a majority of the Company's Directors be Independent Directors. Currently, four of the Company's seven Directors are Independent Directors. The Executive Chairman and Vice Chairman of the Board are interested persons of the Company, and the Independent Directors have designated a lead Independent Director, Mr. Stein, who chairs meetings or executive sessions of the Independent Directors, reviews and comments on Board meeting agendas, represents the views of the Independent Directors to management and facilitates communication among the Independent Directors and their counsel and between management and the Independent Directors. The Board has determined that its leadership structure, in which over 60% of the Directors are not affiliated with AIM, is appropriate in light of the services that AIM and its affiliates provide to the Company and potential conflicts of interest that could arise from these relationships.
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Information About Each Director's Experience, Qualifications, Attributes or Skills. Additional information about each Director follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that each Director possesses which the Board believes has prepared them to be effective Directors. The Board believes that the significance of each Director's experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Director may not have the same value for another) and that these factors are best evaluated at the board level, with no single Director, or particular factor, being indicative of board effectiveness. However, the Board believes that Directors need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Company management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; the Board believes that its members satisfy this standard. Experience relevant to having this ability may be achieved through a Director's educational background; business, professional training or practice (e.g., medicine, accounting or law), public service or academic positions; experience from service as a board member (including the Board of the Company) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. To assist them in evaluating matters under federal and state law, the Directors are counseled by their own independent legal counsel, who participates in Board meetings and interacts with AIM, and also may benefit from information provided by the Company's or AIM's counsel; both Board and Company counsel have significant experience advising funds and fund board members. The Board and its Committees have the ability to engage other experts as appropriate. The Board evaluates its performance on an annual basis.
Independent Director Nominee
Emanuel Pearlman (66) Director. Mr. Pearlman became a Director of the Company in March 2023. Mr. Pearlman is the Founder, Chairman and Chief Executive Officer of Liberation Investment Group, an investment management and consulting firm that provides financial consulting, devises capital structures, negotiates IPOs, leads acquisitions and mergers, implements restructurings, and creates other complex financial plans for variety of companies. From February 2023 until April 2025, Mr. Pearlman was a member of the Board of Diebold Nixdorf, Inc. (NYSE:DBD), a multinational financial and retail technology company that specializes in the sale, manufacture, installation and service of self-service transaction systems (such as ATMs and currency processing systems), point-of-sale terminals, physical security products, and software and related services for global financial, retail and commercial markets. He served on the People & Compensation and Finance Committees. From March 2023 through July 2024, Mr. Pearlman was a member of the Board of QualTek Services, Inc. (NASDAQ:QTEK), a turnkey provider of infrastructure services and renewable energy project solutions to the North American telecommunications and power industries. He was a member of the Special Committee established to review and approve strategic and financial alternatives until the company went private in July 2023, when he became Chairman. From January 2012 to September 2024, Mr. Pearlman was a director of Network-1 Technologies, Inc (NYSE American:NTIP)., a company specializing in the development, licensing, and protection of its intellectual property assets, where he served as chairman of the audit committee and a member of the nominating and governance committee. From March 2022 to April 2022, Mr. Pearlman served as a director of Redbox Entertainment, Inc (NASDAQ:RBOX)., an entertainment company, and chair of its strategic review committee. In October 2020 and February 2021, Mr. Pearlman became a director of Atlas Crest Investment Corp (NYSE:ACIC). and Atlas Crest Investment Corp. II (NYSER:ACII), special purpose acquisition companies. He served as chairman of the audit committee and a member of the compensation committee and nomination and governance committee on both boards until his ACIC board service ended in September 2021 and his ACII board service ended in June 2022. Prior to that, Mr. Pearlman served as Executive Chair and a director of Empire Resorts, Inc. (NASDAQ:NYNY) (2010-2019); CEVA Logistics, AG (SIX:CEVA) (2018-2019); ClubCorp Holdings, Inc (NASDAQ:MYCC) (2017); Dune Energy, Inc. (NASDAQ:DUNE) (2012-2013); Multimedia Games, Inc. (NASDAQ:MGAM) (2006-2010); and Network-1 Security Solutions, Inc. (2000-2002). Mr. Pearlman holds an MBA from Harvard Business School and a BA from Duke University.
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New Interested Director Nominee
Tanner Powell (46). Mr. Powell has been nominated as one of our Class I Directors and has been the Chief Executive Officer of the Company since August 2022. Mr. Powell joined Apollo in 2006. Mr. Powell also serves as the Chief Executive Officer MAIPL. Mr. Powell is a Partner in Credit at Apollo and is the senior Apollo representative on MidCap Financial's various Investment Committees. In addition, Mr. Powell holds leadership positions within Apollo's aircraft leasing and lending platform (PK AirFinance) and its equipment financing platform (Capteris). Prior to joining Apollo in 2006, Mr. Powell was an analyst in Goldman Sachs' Principal Investment Area, where he focused on mezzanine investing, and previously worked as an analyst in the Industrials Group at Deutsche Bank. Mr. Powell graduated from Princeton University with a BA in Political Economy.
Continuing Independent Directors
Barbara Matas (66) Director. Ms. Matas became a Director of the Company in March 2017. Ms. Matas formerly served as the Chairman of Citigroup's Leveraged Finance business from 2013 to 2016 and Co-Head from 2006 to 2013. Ms. Matas joined Citicorp in 1985 and held various leadership positions in leveraged finance and high yield capital markets at Citicorp, Salomon Brothers and Citigroup until 2006. She began her career as an auditor at Touche Ross. Ms. Matas was also a Director of Sleep Number from 2016 to 2025 and has been a Director of BRP Group, Inc. since February 2020 and a Trustee of MAIPL since March 2024. Ms. Matas holds a BS in accounting and quantitative analysis from New York University and an MBA in corporate finance from the University of Michigan.
R. Rudolph Reinfrank (70) Director. Mr. Reinfrank became a Director of the Company in June 2013. Mr. Reinfrank also currently serves as a board member of MAIPL. Mr. Reinfrank also currently serves as a board member of Mount Logan Capital, a Canada-based asset manager. He is a former board member of Perception Capital II, III and IV, which were special purpose acquisition companies. Since October 2009, Mr. Reinfrank has served as the Managing General Partner of Riverford Partners LLC, a strategic advisory and investment firm based in Los Angeles. Riverford Partners acts as an investor, board member and strategic adviser to growth companies and companies in transition. Mr. Reinfrank is a former Managing General Partner of Rader Reinfrank & Co. Mr. Reinfrank is also an advisor or board member of several privately held companies. Mr. Reinfrank meets the requirements of a Sarbanes-Oxley audit committee financial expert pursuant to item 407(d)(5)(ii) of Regulation S-K, and he is FINRA licensed for Series 7, 62 and Series 63.
Elliot Stein, Jr. (77) Director. Mr. Stein became a Director of the Company in March 2004. He currently serves as the lead Independent Director of the Company and as a board member of MAIPL. He has served as Chairman of Acertas LLC and Senturion Forecasting, LLC (consulting firms) since 2013. He also served as a board member of Apollo Senior Floating Rate Fund Inc. from 2011 to 2024 and Apollo Tactical Income Fund Inc. from 2013 to 2024. He is a board member of one other public company, BellRing Brands, Inc. Mr. Stein is also a Director of various private companies. Mr. Stein is a Trustee of the New School University. He is a member of the Council on Foreign Relations. Mr. Stein received a BA from Claremont McKenna College.
Continuing Interested Directors
John J. Hannan (73) Vice-Chairman of the Board of Directors. Mr. Hannan became a Director of the Company in March 2004, served as Chairman from August 2006 to August 2022, and has served as Vice Chairman since August 2022. He also served as the Chief Executive Officer from February 2006 to November 2008. Mr. Hannan, Senior Advisor of Apollo Management, L.P., co-founded Apollo Management, L.P. in 1990.
Carmencita N. M. Whonder (49) Director. Ms. Whonder became a Director of the Company in August 2022. Ms. Whonder served as Policy Director at the lobbying and law firm of Brownstein Hyatt Farber Schreck, LLP ("Brownstein"). At Brownstein, Ms. Whonder provided strategic public policy advice to clients primarily in the financial services and housing sectors before the U.S. Congress and executive branch agencies. In February 2013, she founded OF WHONDER, a size inclusive luxury womenswear brand, and is chief executive officer of
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Whonder Apparel Group, LLC. Prior to joining Brownstein in November 2008, Ms. Whonder served as the staff director for the Senate Subcommittee on Housing, Transportation, and Community Development and as the principal advisor on the Senate Banking, Housing and Urban Affairs Committee to United States Senator Charles E. Schumer. During the 109th Congress, from March 2004 to December 2006, she held the position of Minority Staff Director for the Senate Subcommittee on Economic Policy. From January 2001 to July 2003, Ms. Whonder has also worked as a Leadership Education Counselor for Gates Millennium Scholars Program/UNCF, an initiative of the Bill and Melinda Gates Foundation. Ms. Whonder is board member of Apollo Commercial Real Estate Finance Inc. (NYSE: ARI). Ms. Whonder is Trustee at the Population Council (2021 to present) and serves on the boards of the Howard University College of Arts and Sciences Board of Visitors (2024 to present), Brooklyn Org (2022 to present) and the DC Jazz Festival (2010 to present). She has been recognized as a MiSK Global Forum Delegate, a Milken Institute Young Leader, an Aspen Institute Socrates Scholar, a Council on Foreign Relations Term Member and served as a member of the Council on Foreign Relations Independent Taskforce on U.S. Trade and Investment Policy. Ms. Whonder served as director of Direct ChassisLink, Inc. (March 2020 to 2022). Ms. Whonder has a BA from Howard University, a diploma from the Universidad Pontificia de Salamanca and an MA in International Public Policy from Johns Hopkins University School of Advanced International Studies. Ms. Whonder was nominated to serve as a director on our Board of Directors because of her significant professional experience and expertise in public policy in the financial services and housing sector.
Director Not Standing for Re-election
Howard T. Widra (57) Executive Chairman and Director. Mr. Widra was a Partner at Apollo Global Management, Inc. from 2013 to 2026 and served as Apollo's Head of Direct Origination. He became a Director of MidCap Financial Investment Corporation in May 2018 and previously served as the Company's Chief Executive Officer from 2018 to 2022 and as President from 2016 to 2018. He currently serves as the Executive Chairman of the Company. Mr. Widra is also a Trustee and Chairman of MAIPL. Mr. Widra was a co-founder of MidCap Financial ("MidCap"), a middle market specialty finance firm, and was formerly its Chief Executive Officer. Prior to MidCap, Mr. Widra was the founder and President of Merrill Lynch Capital Healthcare Finance. Prior to Merrill Lynch, Mr. Widra was President of GE Capital Healthcare Commercial Finance and held senior roles in its predecessor entities including President of Heller Healthcare Finance, and COO of Healthcare Financial Partners. Mr. Widra holds a J.D., Cum Laude, from the Harvard Law School and a B.A. from the University of Michigan.
Committees of the Board of Directors
As of December 31, 2025, our Board had established an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. For the fiscal year ended December 31, 2025, the Board held four board meetings, four Audit Committee meetings, four Nominating and Corporate Governance Committee meetings and one Compensation Committee meeting. Each Director attended at least 75% of the combined number of meetings of the Board and meetings of committees on which he or she served during the fiscal year ended December 31, 2025.
The Company requires each Director to make a diligent effort to attend all Board and committee meetings, and encourages Directors to attend the annual meeting of stockholders. At the 2025 annual meeting of stockholders, all of the Directors attended virtually.
Audit Committee. The Audit Committee operates pursuant to an Audit Committee Charter approved by the Board. The charter sets forth the responsibilities of the Audit Committee, which include selecting or retaining each year an independent registered public accounting firm (the "auditors") to audit the annual financial statements of the Company; reviewing and discussing with management and the auditors the annual audited financial statements of the Company, including disclosures made in management's discussion and analysis, and recommending to the Board whether the audited financial statements should be included in the Company's
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annual report on Form 10-K; reviewing and discussing with management and the auditors the Company's quarterly financial statements prior to the filing of its quarterly reports on Form 10-Q; pre-approving the auditors' engagement to render audit and/or permissible non-audit services; evaluating the qualifications, performance and independence of the auditors; reviewing preliminary valuations of our Investment Adviser and independent valuation firms and recommending valuations to the Board; and recommending compensation of the Chief Financial Officer to the Board for determination. The Audit Committee is composed of each of the Independent Directors, whom, after the Meeting will be: Messrs. Pearlman, Reinfrank and Stein and Ms. Matas all of whom also are otherwise considered independent under NASDAQ Marketplace Rule 5605(a)(2). Ms. Matas serves as the Chairperson of the Audit Committee. The Board has determined that Messrs. Pearlman and Reinfrank and Ms. Matas each qualify as an "audit committee financial expert" as that term is defined under Item 401 of Regulation S-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Audit Committee Charter is available on the Company's website (www.midcapfinancialic.com).
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for selecting qualified nominees to be elected to the Board by stockholders; identifying, selecting or recommending qualified nominees to fill any vacancies on the Board or a committee thereof; developing and recommending to the Board a set of corporate governance principles applicable to the Company; overseeing the evaluation of the Board and management; and undertaking such other duties and responsibilities as may from time to time be delegated by the Board to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is composed of each of the Independent Directors, whom, after the Meeting will be: Messrs. Pearlman, Reinfrank and Stein and Ms. Matas. Mr. Reinfrank currently serves as the Chairman of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee has adopted a written Nominating and Corporate Governance Committee Charter, which is available on the Company's website (www.midcapfinancialic.com).
The Nominating and Corporate Governance Committee will consider stockholder recommendations for possible nominees for election as Directors when such recommendations are submitted in accordance with the Company's current bylaws, the Nominating and Corporate Governance Committee Charter and any applicable law, rule or regulation regarding Director nominations. Nominations should be sent to Kristin Hester, Corporate Secretary, MidCap Financial Investment Corporation, 9 West 57th Street, New York, New York 10019. To have a candidate considered by the Nominating and Corporate Governance Committee, a stockholder must submit the recommendation in writing and must include the following information:
| • |
The name of the stockholder and evidence of the person's ownership of Company stock, including the number of shares owned and the length of time of the ownership; |
| • |
The name of the candidate, the candidate's resume or a listing of his or her qualifications to be a Director of the Company and the person's consent to be named as a Director if selected by the Nominating and Corporate Governance Committee and nominated to the Board; and |
| • |
If requested by the Nominating and Corporate Governance Committee, a completed and signed Director's Questionnaire. |
Criteria considered by the Nominating and Corporate Governance Committee in evaluating the qualifications of individuals for election as members of the Board include, to the extent required, compliance with the independence and other applicable requirements of the federal securities laws, the listing standards of NASDAQ, and any other applicable laws, rules, or regulations; the ability to contribute to the effective management of the Company, taking into account the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with the Company's management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; the educational background, business, professional training or practice (e.g., medicine, accounting or law), public service or academic positions, experience from service as a board member (including the Board) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations, and/or
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other life experiences; and personal and professional integrity, character, time availability in light of other commitments, dedication, conflicts of interest and such other relevant factors that the Nominating and Corporate Governance Committee considers appropriate. The Board also believes it is appropriate for members of the Company's management to serve as a member of the Board. In addition, although the Nominating and Corporate Governance Committee does not have a formal policy with regard to consideration of diversity in identifying Director candidates, the Nominating and Corporate Governance Committee may consider whether a potential candidate's professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board's membership and collective attributes. Such considerations will vary based on the Board's existing membership and other factors, such as the strength of a potential nominee's overall qualifications relative to diversity considerations.
Compensation Committee. The Compensation Committee is responsible for determining, or recommending to the Board for determining, the compensation of our Chief Executive Officer and all other executive officers, paid directly by us, if any. The Compensation Committee also assists the Board with all matters related to compensation, as directed by the Board. The Compensation Committee is composed of each of the Independent Directors, whom, after the Meeting will be: Messrs. Pearlman, Reinfrank and Stein and Ms. Matas, each of whom is not an interested person of us for purposes of the 1940 Act and the NASDAQ corporate governance rules. As shown below, none of our executive officers is directly compensated by us and, as a result, the Compensation Committee does not produce and/or review and report on executive compensation practices. The Compensation Committee Charter is available on our website (www.midcapfinancialic.com).
Co-Investment Committee. The Co-Investment Committee is responsible for reviewing and approving certain co-investment transactions pursuant to the exemptive order we received from the U.S. Securities and Exchange Commission (the "Commission") on May 14, 2025 (the "Order"). The Co-Investment Committee is comprised of all the Independent Directors.
Communication with the Board of Directors
Stockholders with questions about the Company are encouraged to contact the Company's Investor Relations Department. However, if stockholders believe that their questions have not been addressed, they may communicate with the Board by sending their communications to MidCap Financial Investment Corporation, c/o Kristin Hester, Corporate Secretary, 9 West 57th Street, New York, New York 10019. All stockholder communications received in this manner will be delivered to one or more members of the Board.
Information about Executive Officers Who Are Not Directors or Nominees
The following information, as of the Record Date, pertains to our Executive Officers who are not Directors of the Company or Nominees.
|
Name, Address and Age(1) |
Position(s) Held with |
Principal Occupation(s) During at Least the Past 5 Years(2) |
||
| Ryan Del Giudice, 35 | Chief Compliance Officer | Principal, Apollo Global Management, Inc., 2022-present; Chief Compliance Officer, Apollo Origination II (Levered) Capital Trust and Apollo Origination II (UL) Capital Trust, 2025-present; Chief Compliance Officer, MAIPL, 2024-present; Chief Compliance Officer, MidCap Financial Investment Corporation, Apollo Debt Solutions BDC and Apollo S3 Private Markets Fund, 2023-present; Chief Compliance Officer, Apollo Diversified Real Estate Fund, 2018-present; Chief Compliance Officer, Apollo Diversified Credit Fund, 2018-present; Chief Compliance Officer, Apollo |
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|
Name, Address and Age(1) |
Position(s) Held with |
Principal Occupation(s) During at Least the Past 5 Years(2) |
||
| Tactical Income Fund Inc. and Apollo Senior Floating Rate Fund Inc., 2023-2024; Chief Compliance Officer, Griffin Capital Asset Management Company, LLC, 2017-2022. | ||||
| Joseph Durkin, 37 | Chief Accounting Officer | Principal, Apollo Global Management, Inc., 2025-present; Chief Accounting Officer; MidCap Financial Investment Corporation and MAIPL, 2025-present; Principal, Churchill Asset Management, 2019-2025. | ||
| Kristin Hester, 45 | Chief Legal Officer, Secretary and Vice President | Managing Director, General Counsel - Global Wealth, Apollo Global Management, Inc., 2015-present; Chief Legal Officer and Secretary, Apollo Origination II (Levered) Capital Trust and Apollo Origination II (UL) Capital Trust, 2025-present; Chief Legal Officer and Secretary, Apollo Diversified Real Estate Fund, 2024-present; Chief Legal Officer, Secretary and Vice President, MAIPL, 2024-present; Chief Legal Officer and Secretary of Apollo S3 Private Markets Fund, 2023-present; Chief Legal Officer and Secretary, Apollo Diversified Credit Fund, 2022-present; Chief Legal Officer, MidCap Financial Investment Corporation, Apollo Debt Solutions BDC, and Redding Ridge Asset Management LLC, 2022-present; Chief Legal Officer, Apollo Tactical Income Fund Inc. and Apollo Senior Floating Rate Fund Inc., 2022-2024. | ||
| Ted McNulty, 51 | President and Chief Investment Officer | Managing Director, Apollo Global Management, Inc., 2014-present; President, MAIPL, 2024-present; President, MidCap Financial Investment Corporation, 2022-present. | ||
| Kenneth Seifert, 47 | Chief Financial Officer and Treasurer | Managing Director, Apollo Global Management, Inc., 2015-present; Treasurer and Chief Financial Officer, MidCap Financial Investment Corporation, MAIPL and Merx Aviation Finance, 2025-present; Treasurer and Chief Financial Officer, Apollo Diversified Credit Fund and Apollo Diversified Real Estate Fund, 2022-present; Treasurer, Chief Financial Officer and Principal Financial Officer, Apollo S3 Private Markets Fund, 2023-2024; Treasurer and Chief Financial Officer, Apollo Senior Floating Rate Fund Inc. and Apollo Tactical Income Fund Inc., 2021-2024. | ||
| (1) |
The business address of each executive officer is c/o MidCap Financial Investment Corporation, 9 West 57th Street, New York, New York 10019. |
| (2) |
Certain executive officers serve as members of governing boards of certain of our portfolio companies. |
Code of Ethics
The Company has adopted a code of conduct (the "Code of Conduct") that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of our Code of Conduct is available on the Company' website, www.midcapfinancialic.com.
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The Company has also adopted a code of ethics (the "Code of Ethics") pursuant to Rule 17j-1 under the 1940 Act, that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to the Code of Ethics are permitted to invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the requirements of the Company's Code of Ethics. A copy of our code of ethics is filed as an exhibit to the Company's most recent Annual Report on Form 10-K.
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|
Name
|
Aggregate Compensation
from the Company
(7)
|
Pension or Retirement
Benefits Accrued as Part of Company Expenses
(1)
|
Total Compensation from
the Company paid to Director/Executive Officer
(7)
|
|||||||||
|
Independent Directors
|
||||||||||||
|
Barbara Matas
(2)
|
$214,500 | None | $214,500 | |||||||||
|
Emanuel Pearlman
|
$189,500 | None | $189,500 | |||||||||
|
R. Rudolph Reinfrank
(3)
|
$189,500 | None | $189,500 | |||||||||
|
Elliot Stein, Jr.
(4)
|
$227,000 | None | $227,000 | |||||||||
|
Interested Directors
|
||||||||||||
|
John J. Hannan
|
None | None | None | |||||||||
|
Carmencita Whonder
|
None | None | None | |||||||||
|
Howard T. Widra
|
None | None | None | |||||||||
|
Executive Officers
|
||||||||||||
|
Ryan Del Giudice
|
None | None | None | |||||||||
|
Joseph Durkin
|
None | None | None | |||||||||
|
Kristin Hester
|
None | None | None | |||||||||
|
Ted McNulty
|
None | None | None | |||||||||
|
Tanner Powell
|
None | None | None | |||||||||
|
Kenneth Seifert
|
None | None | None | |||||||||
| (1) |
We do not have a profit sharing or retirement plan, and our Directors and Executive Officers do not receive any pension or retirement benefits.
|
| (2) |
Ms. Matas is also a trustee of MAIPL. In aggregate, Ms. Matas' total compensation from MFIC and MAIPL for the fiscal year ended December 31, 2025 was $372,000.
|
| (3) |
Mr. Reinfrank is also a trustee of MAIPL. In aggregate, Mr. Reinfrank's total compensation from MFIC and MAIPL for the fiscal year ended December 31, 2025 was $344,500.
|
| (4) |
Mr. Stein is also a trustee of MAIPL. In aggregate, Mr. Stein's total compensation from MFIC and MAIPL for the fiscal year ended December 31, 2025 was $382,000.
|
PROPOSAL II: RATIFICATION OF
SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
At a meeting held on February 25, 2026 the Company's Audit Committee approved and the Board, including a majority of the Independent Directors, approved and ratified the selection of Deloitte as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The Company expects that a representative of Deloitte will be present virtually at the Meeting, and will have an opportunity to make a statement (if the representative so desires) and to respond to appropriate questions. After reviewing the Company's audited financial statements for the fiscal year ended December 31, 2025, the Audit Committee recommended to the Board that such statements be included in the Company's Annual Report on Form 10-K. A copy of the Audit Committee's Report appears below.
Fees Paid
Audit Fees: Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that were normally provided by Deloitte in connection with statutory and regulatory filings. Audit fees billed during the fiscal years ended December 31, 2025 and December 31, 2024 were $1,071,125 and $1,238,375, respectively.
Audit-Related Fees: Audit-related services consist of fees billed by Deloitte for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit Fees." These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. Audit-related fees billed during the fiscal years ended December 31, 2025 and December 31, 2024 were $10,000 and $50,000, respectively.
Tax Services Fees: Tax services fees consist of fees billed by Deloitte for professional tax services. These services also include assistance regarding federal, state, and local tax compliance. Tax services fees billed during the fiscal years ended December 31, 2025 and December 31, 2024 were $950.25 and $740.25, respectively. Tax services fees include work related to, among other things, preparation of annual reporting related to the Foreign Account Tax Compliance Act and the Common Reporting Standard.
All Other Fees: Other fees would include fees billed by Deloitte for products and services other than the services reported above, of which there were none during the fiscal years ended December 31, 2025 and December 31, 2024.
Audit Committee Pre-Approval Policy
The Audit Committee has established a pre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by Deloitte, the Company's auditors. The policy requires that the Audit Committee pre-approve the audit and non-audit services performed by the auditors in order to assure that the provision of such service does not impair the auditors' independence.
Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated reports any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent auditor to management.
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All services described above under "Audit-Related Fees" and "Tax Services Fees" were pre-approved by the Audit Committee.
THE BOARD, BASED ON THE APPROVAL AND RECOMMENDATION OF THE AUDIT COMMITTEE, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.
Audit Committee Report
The following is the report of the Audit Committee with respect to the Company's audited financial statements for the fiscal year ended December 31, 2025.
The Audit Committee has reviewed and discussed the Company's audited financial statements with management and Deloitte, the Company's independent registered public accounting firm for the fiscal year ended December 31, 2025, with and without management present. The Audit Committee included in its review results of Deloitte's examinations, the Company's internal controls, and the quality of the Company's financial reporting. The Audit Committee also reviewed the Company's procedures and internal control processes designed to ensure full, fair and adequate financial reporting and disclosures, including procedures for certifications by the Company's Chief Executive Officer and Chief Financial Officer that are required in periodic reports filed by the Company with the Commission. The Audit Committee is satisfied that the Company's internal control system is adequate and that the Company employs appropriate accounting and auditing procedures.
The Audit Committee also has discussed with Deloitte matters relating to Deloitte's judgments about the quality, as well as the acceptability, of the Company's accounting principles as applied in its financial reporting as required by the Statement on Auditing Standards No. 1301 as amended (Communications with Audit Committee). In addition, the Audit Committee has discussed with Deloitte their independence from management and the Company, as well as the matters in the written disclosures received from Deloitte and required by applicable requirements of the PCAOB and the Commission. The Audit Committee received a letter from Deloitte confirming their independence and discussed it with them. The Audit Committee discussed and reviewed with Deloitte the Company's critical accounting policies and practices, internal controls, other material written communications to management, the scope of Deloitte audits and all fees paid to Deloitte during the fiscal year ended December 31, 2025. The Audit Committee has adopted guidelines requiring review and pre-approval by the Audit Committee of audit and non-audit services performed by Deloitte for the Company. The Audit Committee has reviewed and considered the compatibility of Deloitte's performance of non-audit services with the maintenance of Deloitte's independence as the Company's independent registered public accounting firm.
Based on the Audit Committee's review and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors has approved) that the Company's audited financial statements be included in the Company's Annual Report on Form 10-K for the twelve-months ended December 31, 2025 for filing with the Commission.
February 25, 2026
| The Audit Committee |
| Barbara Matas, Chair |
| Emanuel Pearlman |
| R. Rudolph Reinfrank |
| Elliot Stein, Jr. |
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| 1 |
The material in this report is not "soliciting material," is not deemed "filed" with the Commission, and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
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OTHER BUSINESS
The Board knows of no other business to be presented for action at the Meeting. If any matters do come before the Meeting on which action can properly be taken, it is intended that the proxies shall vote in their discretion.
Whether or not you expect to participate in the Meeting, please follow the instructions on the Notice of Internet Availability of Proxy Materials to vote via the Internet or telephone, or request, sign, date and return a proxy card so that you may be represented at the Meeting. The Meeting will be a completely virtual meeting of stockholders and will be conducted exclusively by webcast. To participate in the Meeting, visit www.virtualshareholdermeeting.com/MFIC2026, and, in each case, enter the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on the proxy card you received, or in the instructions that accompanied your proxy materials. Online check-in will begin at 9:30 a.m., Eastern Time. Please allow time for online check-in procedures. For questions regarding the Meeting please call the support number that will be posted on the Meeting platform log-in page at www.virtualshareholdermeeting.com/MFIC2026. For questions regarding voting, please contact our proxy solicitor, Georgeson toll-free at 888-643-8150.
SUBMISSION OF STOCKHOLDER PROPOSALS
The submission of a proposal does not guarantee its inclusion in the Company's proxy statement or presentation at an annual meeting of stockholders unless certain securities law requirements are met. A stockholder who intends to present a proposal at the Meeting pursuant to Rule 14a-8 under the Exchange Act ("Rule 14a-8") must submit the proposal in writing to the Company at its address in New York, New York, and the Company must receive the proposal no later than December 31, 2026, in order for the proposal to be considered for inclusion in the Company's proxy statement for the Meeting.
Pursuant to our current bylaws, notices of business proposals or a nomination(s) of individuals for election as a Director at the Meeting, other than stockholder proposals to be included in our proxy statement pursuant to Rule 14a-8, should be addressed to Kristin Hester, Corporate Secretary, MidCap Financial Investment Corporation, 9 West 57th Street, New York, New York 10019 and should be received by the Company not earlier than December 1, 2026 and not later than 5:00 p.m., Eastern Time on December 31, 2026. In the event that the date of the next annual meeting is advanced or delayed by more than 30 days from the first anniversary of the Meeting a notice by the stockholder, to be timely, must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. 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. A stockholder's notice must contain information specified in our bylaws about the stockholder, its affiliates, and the proposed business or nominee for election as a director.
REPORTING ACCOUNTING COMPLAINTS TO THE AUDIT COMMITTEE
The Company's Audit Committee has established guidelines and procedures regarding the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters (collectively, "Accounting Matters"). Persons with complaints or concerns regarding Accounting Matters may submit their complaints to the Company's Chief Compliance Officer ("CCO"). Persons who are uncomfortable submitting complaints to the CCO, including complaints involving the CCO, may submit complaints directly to the Company's Audit Committee Chair. Complaints may be submitted on an anonymous basis.
The CCO may be contacted at:
MidCap Financial Investment Corporation
Chief Compliance Officer
9 West 57th Street
New York, New York 10019
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The Audit Committee Chair may be contacted at:
MidCap Financial Investment Corporation
Audit Committee Chair
9 West 57th Street
New York, New York 10019
RECEIPT OF MULTIPLE PROXY CARDS
SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for annual reports, proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single annual report, proxy statement or notice addressed to those stockholders. This process, which is commonly referred to as "householding," provides cost savings for companies. Some brokers household proxy materials, delivering a single annual report, proxy statement and notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Stockholders will continue to receive separate proxy cards. Once you have received notice from your broker that it will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate annual report, proxy statement and notice of internet availability of proxy materials, or if you are receiving duplicate copies of these materials and wish to have householding apply, please notify your broker. You can also request prompt delivery of a copy of the proxy statement and Annual Report by calling collect at 212-515-3200, or by writing to MidCap Financial Investment Corporation, 9 West 57th Street, New York, New York 10019, Attention: Secretary.
FINANCIAL STATEMENTS AND OTHER INFORMATION
The Company files periodic reports, current reports, proxy statements and other information with the Commission. This information is available on the Commission's website at www.sec.gov. This information, including the Company's most recent Annual Report on Form 10-K, is also available free of charge by calling collect at 212-515-3200, or by writing to MidCap Financial Investment Corporation, 9 West 57th Street, New York, New York 10019, Attention: Secretary or on its website at www.midcapfinancialic.com.
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MIDCAP FINANCIAL INVESTMENT CORPORATION
9 W 57TH STREET
NEW YORK, NY 10019
SCAN TO VIEW MATERIAL & VOTE
VOTE BY INTERNET
Before the Meeting-Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 17, 2026. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
During the Meeting-Go to www.virtualshareholdermeeting.com/MFIC2026
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE-1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 17, 2026. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
V92766-P49462
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
MIDCAP FINANCIAL INVESTMENT CORPORATION
The Board of Directors recommends you vote FOR the following:
Election of Directors
Nominees:
01) Emanuel Pearlman
02) Tanner Powell
For All
Withhold All
For All Except
MIDCAP FINANCIAL INVESTMENT CORPORATION9 W 57TH STREETNEW YORK, NY 10019
SCAN TO
VIEW MATERIALS & VOTEw
VOTE BY INTERNET Before the Meeting-Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 17, 2026. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
During the Meeting-Go to www.virtualshareholdermeeting.com/MFIC2026
You may attend the meeting via the Internet and vote during the meeting. Have the informationthat is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE-1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. EasternTime on June 17, 2026. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope wehave provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717.
V92766-P49462
MIDCAP FINANCIAL INVESTMENT CORPORATIONForWithholdForAll To withhold authority to vote for any individualAll AllExceptnominee(s), mark "For All Except" and write the
The Board of Directors recommends you vote FOR the
number(s) of the nominee(s) on the line below.
following:
1.Election of Directors!!!
Nominees:
01)Emanuel Pearlman
02)Tanner Powell
The Board of Directors recommends you vote FOR the following proposal:For Against Abstain
2.To ratify the selection of Deloitte & Touche LLP as MidCap Financial Investment Corporation's independent registered public accounting firm for the fiscal year
ending December 31, 2026.
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Signature [PLEASE SIGN WITHIN BOX] Date
Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and 10-K Wrap are available at www.proxyvote.com.
V92767-P49462
MIDCAP FINANCIAL INVESTMENT CORPORATION Annual Meeting of Stockholders June 18, 2026 at 10:00 a.m. Eastern Time This proxy is solicited by the Board of Directors
The undersigned hereby appoints Ryan Del Giudice and Kristin Hester or either one of them, and each with full power of substitution, to act as proxies for the undersigned to vote all the shares of common stock of MidCap Financial Investment Corporation, a Maryland corporation (the "Company"), which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be held via live webcast over the Internet at www.virtualshareholdermeeting.com/MFIC2026 on Thursday, June 18, 2026 at 10:00 a.m. Eastern Time, and all postponements and adjournments thereof, as indicated on this proxy and to otherwise represent the undersigned with all powers possessed by the undersigned if personally present at the Annual Meeting.
THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE NOMINEES LISTED AND "FOR" THE PROPOSAL LISTED.
The validity of this proxy is governed by Maryland law. This proxy does not revoke any prior proxies except for prior proxies given in connection with the Annual Meeting.
Continued and to be signed on reverse side