Stone Point Credit Sets Nov. 19 Virtual Shareholder Meeting

TL;DR

**Stone Point Credit's virtual annual meeting is a routine governance check, but the lack of independent director equity ownership is a red flag for alignment.**

AI Summary

Stone Point Credit Corporation (SPCC) is holding its 2025 Annual Meeting of Stockholders on November 19, 2025, at 1:00 p.m. Eastern Time, via videoconference. Stockholders will vote on three key proposals: the election of two Class II directors, Scott J. Bronner and Scott E. Heberton, to serve three-year terms expiring in 2028; the ratification of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2025; and any other business that may properly come before the meeting. As of the record date, September 17, 2025, there were 63,830,398 shares of common stock outstanding and entitled to vote. David J. Wermuth, Chairman of the Board, emphasized the importance of stockholder participation. The company's investment adviser is Stone Point Credit Adviser LLC, an affiliate of Stone Point Capital LLC. Scott J. Bronner, an interested director, beneficially owns over $100,000 in equity securities, specifically 37,948 shares, while independent directors Jennifer J. Burleigh, Scott E. Heberton, and Peter E. Roth, along with interested director David J. Wermuth, own no equity securities in the company. Steven P. Henke, an executive officer, owns 5,119 shares.

Why It Matters

This DEF 14A filing outlines the governance structure and key decisions for Stone Point Credit Corporation, directly impacting investor confidence and strategic direction. The election of directors, particularly the re-election of Scott J. Bronner, Head of Stone Point Credit, ensures continuity in leadership and investment strategy, which is crucial for a credit-focused entity. Ratifying KPMG LLP as the auditor provides essential oversight and transparency, reassuring investors about financial integrity. For employees, stable governance signals a clear path forward, while customers benefit from consistent management. In a competitive credit market, strong governance and clear strategic leadership are vital for maintaining market position and attracting capital.

Risk Assessment

Risk Level: medium — The risk level is medium due to the significant disparity in equity ownership among directors. While interested director Scott J. Bronner owns over $100,000 in equity (37,948 shares), three independent directors (Jennifer J. Burleigh, Scott E. Heberton, Peter E. Roth) and one interested director (David J. Wermuth) own 'None' in equity securities, potentially indicating a lack of direct financial alignment with shareholder interests. This could lead to less robust independent oversight compared to companies where independent directors have more skin in the game.

Analyst Insight

Investors should vote to ratify KPMG LLP for financial oversight but scrutinize the director elections, particularly the lack of equity ownership by independent directors. Engage with Stone Point Investor Relations to understand the board's compensation structure and plans to enhance independent director alignment with shareholder value.

Key Numbers

• 63,830,398 — Shares of common stock outstanding (Entitled to vote as of September 17, 2025)
• November 19, 2025 — Annual Meeting Date (Date of the 2025 Annual Meeting of Stockholders)
• 1:00 p.m. — Annual Meeting Time (Eastern Time for the virtual meeting)
• September 17, 2025 — Record Date (Date for determining stockholders entitled to vote)
• 2 — Number of Directors to be Elected (Class II directors for a three-year term)
• $100,000 — Dollar Range of Equity Securities (Beneficially owned by Scott J. Bronner (Over $100,000))
• 37,948 — Shares owned by Scott J. Bronner (Represents less than 1% of total shares)
• 5,119 — Shares owned by Steven P. Henke (Represents less than 1% of total shares)
• 43,067 — Shares owned by all executive officers and directors as a group (Represents less than 1% of total shares)
• 3 — Term of Directors (Years for elected directors)

Key Players & Entities

• Stone Point Credit Corporation (company) — Registrant
• KPMG LLP (company) — Independent Registered Public Accounting Firm
• David J. Wermuth (person) — Chairman of the Board
• Scott J. Bronner (person) — Director and President, Head of Stone Point Credit
• Scott E. Heberton (person) — Independent Director
• Brian J. Rooder (person) — Chief Compliance Officer and Secretary
• Steven P. Henke (person) — Executive Officer
• Stone Point Credit Adviser LLC (company) — Investment Adviser
• Securities and Exchange Commission (regulator) — Regulatory body
• Stone Point Capital LLC (company) — Affiliate of Investment Adviser

FAQ

Industry Context

Stone Point Credit Corp operates within the credit and investment management sector, likely focusing on providing credit solutions. The company's investment adviser, Stone Point Credit Adviser LLC, is an affiliate of Stone Point Capital LLC, suggesting a connection to a broader private equity or credit platform.

Regulatory Implications

As a publicly traded entity, Stone Point Credit Corp is subject to SEC regulations, including disclosure requirements for annual meetings (DEF 14A). The ratification of its independent auditor, KPMG LLP, is a standard procedural item that underscores compliance with financial reporting standards.

What Investors Should Do

1. Review director nominees Scott J. Bronner and Scott E. Heberton.
2. Vote on the ratification of KPMG LLP as the independent registered public accounting firm.
3. Note the ownership structure of directors and officers.

Key Dates

• 2025-11-19: 2025 Annual Meeting of Stockholders — Stockholders will vote on director elections and ratification of the independent auditor. The meeting will be held via videoconference.
• 2025-09-17: Record Date — Determined the stockholders entitled to vote at the Annual Meeting. 63,830,398 shares of common stock were outstanding.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about a company's annual meeting of stockholders, including proposals to be voted on, director nominees, and executive compensation. (This document is the primary source of information for the annual meeting and the matters to be decided by shareholders.)

Beneficial Ownership

The possession of voting or investment power over a security, regardless of legal title. (Used to determine who has control over shares and is relevant for understanding director and officer stock holdings.)

Class II Directors

In a staggered board structure, directors are divided into classes, with each class elected for a multi-year term. Class II directors are up for election at this meeting. (Indicates the specific directors being proposed for election and the duration of their terms.)

Independent Registered Public Accounting Firm

An external audit firm that meets specific independence requirements set by regulatory bodies, responsible for auditing the company's financial statements. (The ratification of KPMG LLP is a key proposal, indicating shareholder approval of the company's auditor.)

1940 Act

The Investment Company Act of 1940, a U.S. federal law that regulates the organization of companies, including mutual funds, closed-end funds, and unit investment trusts. (Mentioned in the context of the company not being part of a 'family of investment companies,' which can affect regulatory oversight and structure.)

Year-Over-Year Comparison

This filing is for the 2025 Annual Meeting. Key metrics such as revenue, net income, and margins are not provided in this excerpt, making a direct comparison to a previous filing impossible. The focus is on governance and procedural matters for the upcoming meeting.

Key Financial Figures

• $100,000 — d Directors Scott J. Bronner Over $100,000 David J. Wermuth None Independent
• $1 — ne (1) The dollar ranges are: None, $1–$10,000, $10,001–$50,000, $50,001–$100,
• $10,000 — (1) The dollar ranges are: None, $1–$10,000, $10,001–$50,000, $50,001–$100,000, or
• $10,001 — he dollar ranges are: None, $1–$10,000, $10,001–$50,000, $50,001–$100,000, or Over $100
• $50,000 — r ranges are: None, $1–$10,000, $10,001–$50,000, $50,001–$100,000, or Over $100,000.
• $50,001 — are: None, $1–$10,000, $10,001–$50,000, $50,001–$100,000, or Over $100,000. (2) Ben

Filing Documents

• tm2526815-1_def14a.htm (DEF 14A) — 278KB
• px_25stoneproxy01pg01-bwlr.jpg (GRAPHIC) — 264KB
• px_25stoneproxy01pg02-bwlr.jpg (GRAPHIC) — 139KB
• 0001104659-25-093701.txt ( ) — 775KB

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth, as of September 17, 2025, the beneficial ownership of each director and executive officer of the Company, and the executive officers and directors as a group. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission ("SEC") and includes voting or investment power with respect to the securities. Unless otherwise indicated, the Company believes that each beneficial owner set forth in the table has sole voting and investment power and has the same address as the Company. Our address is 20 Horseneck Lane, Greenwich, Connecticut 06830. Name and Address of Beneficial Owner (1) Number of Shares Owned Beneficially (2) Percentage of Class (3) Interested Directors Scott J. Bronner 37,948 * % David J. Wermuth — — % Independent Directors Jennifer J. Burleigh — — % Scott E. Heberton — — % Peter E. Roth — — % Executive Officers Steven P. Henke 5,119 —* % Brian J. Rooder — — % All executive officers and directors as a group (seven persons) 43,067 * % 3 * Represents less than 1% (1) The address for each of the Beneficial Owners is 20 Horseneck Lane, Greenwich, Connecticut 06830. (2) Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (3) Based on a total of 63,830,398 shares issued and outstanding on September 17, 2025. Set forth below is the dollar range of equity securities beneficially owned by each of our directors as of September 17, 2025. We are not part of a "family of investment companies," as that term is defined in the Investment Company Act of 1940, as amended (the "1940 Act"). Name of Director Dollar Range of Equity Securities Beneficially Owned (1)(2) Interested Directors Scott J. Bronner Over

View Full Filing

View this DEF 14A filing on SEC EDGAR