Nasdaq Board Diversity Disclosure

New Mountain Finance Corporation Board Diversity Matrix

On August 6, 2021, the SEC approved amendments to the Listing Rules of NASDAQ related to board diversity. New Listing Rule 5605(f) (the “Diverse Board Representation Rule”) requires each NASDAQ-listed company, subject to certain exceptions, to have at least one director who self-identifies as female and to have at least one director who self-identifies as Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, two or more races or ethnicities, or as LGBTQ+, or to explain why the company does not have at least two directors on its board who self-identify in the categories listed above. In addition, new Listing Rule 5606 (the “Board Diversity Disclosure Rule”) requires each NASDAQ-listed company, subject to certain exceptions, to provide statistical information about the company’s board of directors, in a uniform format, related to each director’s self-identified gender, race, and self-identification as LGBTQ+. We are not required to fully comply with the Diverse Board Representation Rule until 2025. However, in the matrix below, we have provided the statistical information required by the Board Diversity Disclosure Rule.


Our Nominating and Corporate Governance Committee (“Nominating Committee”) considers a variety of factors when reviewing and recommending potential director candidates to the board of directors (the “Board”). These factors are enumerated in the Nominating Committee’s charter (the “Nominating Committee Charter”), and include the competencies, skills and personal qualities required to add value to NMFC and to the functioning of the Board and its committees such as independence, diversity, financial expertise, experience with businesses and other organizations of comparable size, the interplay of the candidate's experience with the experience of other Board members, and legal, regulatory and listing requirements applicable to NMFC as well as any other factors it deems appropriate.

Since Alice Handy and John Kline were appointed to the Board on November 19, 2019, the Nominating Committee has not needed to fill any vacancies on the Board and has not recommended any changes to the size and composition of the Board. When the Nominating Committee considered Ms. Handy and Mr. Kline it evaluated their qualifications based on the factors described above, including their gender and demographic background, in a manner consistent with the Nominating Committee Charter. Our management team and the Nominating Committee will continue to consider diversity when evaluating future director candidates.