New Mountain Finance (NMFC) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 16, 2025, allowing shareholders to vote and submit questions online.

• Shareholders will vote on electing three directors and ratifying Deloitte & Touche LLP as the independent auditor for 2025.

• Voting can be done online, by phone, or by mail, with detailed instructions provided to ensure broad participation.

Voting matters and shareholder proposals

• Proposal 1: Elect three directors for three-year terms expiring in 2028.

• Proposal 2: Ratify Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2025.

• Shareholders of record as of March 19, 2025, are eligible to vote; each share has one vote.

• Procedures for submitting shareholder proposals for the 2026 meeting are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; current nominees are Robert A. Hamwee, Alfred F. Hurley Jr., and Barbara Daniel.

• Board committees include audit, nominating and corporate governance, compensation, and valuation, all composed of independent directors.

• The chairman is Steven B. Klinsky, an interested person due to his executive role at New Mountain Capital.

• The board regularly reviews governance policies and holds executive sessions of independent directors.