Protecting Stockholder Interests
NexPoint believes maintaining the status quo of the current board presents significant risk to MCC’s stockholders.
We have nominated two independent director candidates, Stephen A. Mongillo and Mark T. Goglia, who would protect stockholder interests, and urge stockholders to vote FOR these nominees at the upcoming Annual Meeting on June 4, 2019.
Replacing Directors Found in Violation of Their Fiduciary Duties
NexPoint’s director nominees would replace:
- Seth Taube, an interested director whose financial interests lie in Medley Management over MCC; and
- Arthur S. Ainsberg, who recently approved a transaction that benefited Medley Management at the expense of MCC stockholders.
Both were among the directors found to have violated their fiduciary duties, yet the MCC board still nominated them for reelection.
NexPoint’s Independent Director Nominees
NexPoint’s independent director nominees are uniquely qualified to address the serious issues at MCC, including the violations of fiduciary duties by current and former directors, the troubling financial situation, and the ongoing poor performance.
Even though NexPoint is seeking to become MCC’s external manager, our goal in this election is simply to ensure that there is an even playing field under which our proposal would be reviewed. We believe that is not possible under the current MCC board. NexPoint has no prior relationship with our nominees, and selected them solely based on their qualifications and professional expertise.
Learn More About NexPoint’s Nominees
Read the bios of NexPoint’s nominees to learn more:
Stephen A. Mongillo | Independent Director Nominee
Offers public company board experience—with roles on audit and finance committees—and valuable professional expertise from a career in the financial industry.
- Stephen A. Mongillo is a private investor with more than 25 years of experience in the financial industry. He has also held numerous directorship positions across a range of businesses. He currently serves as a director of CVR Energy, Inc. (NYSE: CVI), a diversified holding company primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing industries, and as the chairman and principal shareholder of AMPF, Inc., a wholesale distributor of picture frame moldings and supplies.
- Previously, Mr. Mongillo served on the board of directors and the Audit and Financing committees of Herc Holdings, Inc. (NYSE: HRI), the holding company for Herc Rentals, Inc. He also held director positions at American Railcar Industries, Inc., a North American designer and manufacturer of hopper and tank railcars, and WestPoint International, Inc., a manufacturer and distributor of home fashion consumer products.
- Mr. Mongillo’s professional experience includes leadership roles at Icahn Capital LP, the entity through which Carl Icahn managed third-party investment funds, and Bear Stearns, where Mr. Mongillo spent 10 years overseeing the Leveraged Finance Group’s efforts in the Healthcare, Real Estate, Gaming, Lodging, Leisure, Restaurant and Education sectors.
- Icahn Capital LP, Managing Director
- Bear Stearns, Senior Managing Director
- CVR Energy, Inc., Director (Current)
- AMPF, Inc., Chairman (Current)
- Herc Holdings, Inc., Director, Member of Audit and Financing Committees
- American Railcar Industries, Inc., Director
- WestPoint International, Inc., Director
- Tuck School of Business at Dartmouth College, MBA
- Trinity College, B.A.
Mark T. Goglia | Independent Director Nominee
Brings expertise in fiduciary activities and extensive legal experience advising public companies on corporate matters, which we believe will be invaluable to the board as it navigates beyond insider influences and toward the best interests of stockholders.
- Throughout his career, Mr. Goglia has advised emerging growth and Fortune 500 companies on public and private mergers and acquisitions (M&A) and takeovers, private equity transactions, corporate governance, investment vehicles, joint ventures, initial public offerings (IPOs), and other registered securities offerings.
- With over two decades of experience, Mr. Goglia has developed substantial expertise advising corporations in the technology, energy, and retail/consumer packaged goods sectors.
- Mr. Goglia has worked at prominent global law firms. He spent more than a decade at Jones Day, after holding positions at Brobeck, Phleger & Harrison and DLA Piper, managing a roster of major corporate clients, including Texas Instruments, Albertsons, Alon USA Energy, Cisco Systems, Dean Foods, Kaiser Aluminum, Overhead Door, and Micron.
- He has also assisted over 15 companies in capital markets endeavors, including A.C. Moore Arts and Crafts, AHL Services, C.H. Robinson Worldwide, Comfort Systems USA, FlashNet, Hoover’s, NEON Systems, and Waste Industries.
- Condon Tobin Sladek Thornton PLLC, Head of Corporate Practice (Current)
- Goglia Law PLLC, Managing Partner
- Egan Nelson LLP, Partner
- Jones Day, Managing Partner
- University of Virginia, J.D.
- Washington & Lee University, B.A.
Institutional Shareholder Services (ISS) on NexPoint’s Nominees
“[NexPoint] has presented a compelling case that board change is warranted and that its nominees are the best option available to achieve that change.”
“[NexPoint] has specifically and intentionally selected unaffiliated nominees so that they will act solely in the best interests of all MCC stockholders to evaluate competing strategic alternative options in accordance with the requirements of the 1940 Act.”
“ISS’ engagement with [NexPoint] nominees suggests that their independence is credible.”
“As such, votes are warranted on the BLUE card for dissident director nominees Stephen Mongillo and Mark Goglia.”
Glass Lewis on NexPoint’s Nominees
“[NexPoint] Nominees would provide additional independent oversight and accountability on the board and, ideally, on the special committee overseeing the pending go-shop process.”
“We believe [NexPoint] Nominees are qualified to serve on the MCC board, with considerable professional experience and relevant skills.”
“[NexPoint] Nominee [Stephen] Mongillo has significant public company board experience and extensive experience in the financial services industry.”
“[NexPoint] Nominee [Mark] Goglia has significant legal experience in the financial industry, including experience advising public companies on corporate matters.”
“While NexPoint’s pursuit of external management contracts at MCC indicates that NexPoint has interests in this campaign that are different from those of other shareholders, [NexPoint] Nominees are not affiliated with NexPoint, and we see no reason to doubt their independence or objectivity.”
“NexPoint states that there is no agreement or understanding pursuant to which its nominees have agreed to vote in favor of NexPoint’s external management proposals, and we expect they would represent the interests of all shareholders in accordance with their fiduciary duty if elected to the board.”
ISS and Glass Lewis Reports: Full Summary