DEF 14A of Runway Growth Finance Corp., Apr 29, 2025

DEF 14A of Runway Growth Finance Corp.

Filed Apr 29, 20250000950170-25-060091

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our business and affairs are managed under the direction of the Board. Pursuant to our articles of amendment and restatement (the “Articles of Amendment and Restatement”), the number of directors is set at three unless otherwise designated by the Board pursuant to our bylaws. In accordance with our bylaws, the Board has designated the number of directors to be eight, six of whom are not “interested persons” of us, our Adviser or our respective affiliates, as defined in Section 2(a)(19) of the 1940 Act. The Board is divided into three classes of directors serving staggered three-year terms. Each director holds office for the term to which he or she is elected and until his or her successor is duly elected and qualifies. At each Annual Meeting, the successors to the class of directors whose terms expire at such meeting will be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their successors have been duly elected and qualify or any director’s earlier resignation, death or removal. The terms of Mr. Spreng, Ms. Frey, and Mr. Warshauer each a Class III director, will expire at the Annual Meeting. The Nominating and Corporate Governance Committee has recommended, and the Board has nominated, each of them to stand for re-election as Class III directors at the Annual Meeting and to hold office until the Company’s 2028 annual meeting of stockholders and until his or her successor is duly elected and qualified. Mr. Spreng, Ms. Frey, and Mr. Warshauer have each indicated their willingness to continue to serve if elected and have each consented to be named as a nominee. Neither Mr. Spreng nor Mr. Warshauer has been nominated to serve as a director pursuant to any agreement or understanding between such nominee and the Company. Ms. Frey has been nominated to serve as a director pursuant to an agreement between OCM Growth Holdings LLC (“OCM Growth”) and the Company (the “OCM Agreement”). Under the OCM Agreement, OCM Growth has a right to nominate a member of the Board for so long as it holds shares of the Company’s common stock in an agreement amount equal to at least one-third (33%) of OCM Growth’s initial $125.0 million investment in the Company, and OCM Growth has nominated Ms. Frey in accordance with the OCM Agreement. A stockholder can vote for or withhold his or her vote for each 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 in this proxy statement. If the nominees should decline or be unable to serve as directors, it is intended that the proxy will be voted for the election of such persons as is nominated as a replacement by the Nominating and Corporate Governance Committee and the Board. The Board has no reason to believe that the nominee will be unable or unwilling to serve.

  2. Required Vote

    Required Vote The director nominees shall be elected by a plurality of all the votes cast at the Annual Meeting in person (i.e., virtually) or by proxy, provided that a quorum is present. The requirement for “the affirmative vote of a plurality of all the votes cast” means that the nominee who receives the largest number of votes of the applicable shares cast in person or by proxy at the Annual Meeting (even if he or she receives less than a majority) will be elected as a director. If you vote “withhold authority” with respect to the nominee, your shares will not be voted with respect to the nominee indicated. Because directors are elected by a plurality of the votes, an abstention will have no effect on the outcome of the vote and, therefore, is not offered as a voting option for this proposal. Shares represented by broker non-votes also are not considered votes cast and thus have no effect on the proposal. THE BOARD, INCLUDING EACH OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF R. DAVID SPRENG, CATHERINE FREY AND ROBERT WARSHAUER.

  3. Information About the Director Nominees and Directors

    Information About the Director Nominees and Directors Set forth below is a brief biography of the director nominees and the continuing directors Also included below is a brief discussion of the specific experience, qualifications, attributes or skills that led the Board to conclude that the applicable director should serve on our Board. In addition, set forth further below is a biography of each executive officer who is not a director. Unless otherwise indicated by footnote, the address for each listed individual is c/o Runway Growth Finance Corp., 205 N. Michigan Ave, Suite 4200, Chicago, IL 60601. Mr. Spreng is an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Company due to his position as the Company’s President and Chief Executive Officer, and his position as Chief Executive Officer of the Adviser. Mr. Goldthorpe is an “interested person” of the Company due to his position as an executive officer of BC Partners Credit, an affiliate of which is the majority owner of the Adviser. The Board has determined that each of Mses. Chou, Frey and Persily and Messrs. Duka, Kovacs and Warshauer is not an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Company.

  4. Information About the Director Nominees and Directors

    | Principal Occupation(s) During the Past 5 Years | Term of Office and Length of Time Served | No. of Companies in Fund Complex Overseen by Director or Nominee for Director(2) | Other Directorships Held by Director or Nominee for Director During Past 5 Years | | Ted Goldthorpe, age 48, Chairman of the Board (Interested) | | | | | President and CEO of Portman Ridge Finance Corporation since April 2019, BC Partners Lending Corporation since April 2018, Alternative Credit Income Fund since October 2020 and Opportunistic Credit Interval Fund since 2022. Mr. Goldthorpe also currently serves as the CEO and Chairman of Mount Logan Capital Inc., an executive officer of Sierra Crest Investment Management LLC and managing partner of BC Partners Credit since 2017. Mr. Goldthorpe was President of Apollo Investment Corporation and Chief Investment Officer of Apollo Investment Management from 2012 to 2016. | Class II director since 2025; term expires in 2027 | 6 | Mount Logan Capital Inc. since 2018; BC Partners Lending Corporation since 2018; Portman Ridge Finance Corporation since 2019; Logan Ridge Finance Corporation since 2021; Alternative Credit Income Fund since 2020 and Opportunistic Credit Interval Fund since 2022 | | R. David Spreng, age 63, Director (Interested), Chief Executive Officer and President | | | | | Chief Executive Officer and President of the Company; Chief Executive Officer of the Adviser | Class III director since 2015; term expires in 2025 | 1 | None | | Jennifer Kwon Chou, age 45, Director (Independent) | | | | | Senior Managing Director, Chief Strategy Officer of the Gores Group | Class II director since 2025; term expires in 2027 | 3 | Logan Ridge Finance Corporation since 2022 and Portman Ridge Finance Corporation since 2022 | | Alexander Duka, age 58, Director (Independent) | | | | | Director | Class I director since 2025; term expires in 2026 | 6 | BC Partners Lending Corporation since 2018; Portman Ridge Finance Corporation since 2019; Logan Ridge Finance Corporation since 2021; Alternative Credit Income Fund since 2020 and Opportunistic Credit Interval Fund since 2022 | | Catherine Frey, age 58, Director (Independent) | | | | | Managing Partner at F2P Ventures, LLC | Class III director since 2025; term expires in 2025 | 1 | None | | Gary Kovacs, age 61, Director (Independent) | | | | | Managing Director of AVG Technologies N.V. | Class I director since 2016; term expires in 2026 | 1 | DocuSign, Inc. | | Julie Persily, age 59, Director (Independent) | | | | | Director | Class II director since 2017; term expires in 2027 | 1 | StepStone Private Credit Fund LLC since 2023; SEACOR Marine Holdings Inc. since 2018; Investcorp US Institutional Private Credit Fund from 2022-2024 | | Robert Warshauer, age 67, Director (Independent) | | | | | Chief Executive Officer of BLST Holdings, LLC | Class III director since 2025; term expires in 2025 | 6 | BC Partners Lending Corporation since 2018; Portman Ridge Finance Corporation since 2019; Logan Ridge Finance Corporation since 2021; Alternative Credit Income Fund since 2020 and Opportunistic Credit Interval Fund since 2022 |

  5. Information About the Director Nominees and Directors

    (1) The address for each director is c/o Runway Growth Finance Corp., 205 N. Michigan Ave., Suite 4200, Chicago, IL 60601 “Fund Complex” includes Runway Growth Finance Corp., Portman Ridge Finance Corporation, BC Partners Lending Corporation, Alternative Credit Income Fund, Opportunistic Credit Interval Fund and Logan Ridge Finance Corporation.

  6. Nominees for Election as Class III Directors

    Nominees for Election as Class III Directors R. David Spreng has served as a member of the Board since 2015 and previously served as the Chairman of the Board from 2015 to 2025. Mr. Spreng is our President and Chief Executive Officer and is also the founder and Chief Executive Officer of the Adviser. Mr. Spreng has over 25 years of experience as a venture capitalist and ten years as a growth-debt lender. Mr. Spreng also previously served as a Partner of Decathlon Capital Partners, which he co-founded in 2010 as a provider of growth capital for established companies. He also served as Managing Partner of Crescendo Ventures, which he co-founded in 1998 as a venture capital firm focused on early-stage investments in the technology, digital media and technology-enabled service markets. He founded IAI Ventures in 1994, before which he served as Vice President and then Senior Vice President of Investment Advisers Inc., a $20 billion diversified asset management firm from 1989 to 1994. Mr. Spreng served on the board and as chairman of the Government Affairs Committee of the National Venture Capital Association from 2005 to 2009. He served as an advisory board member of the Silicon Valley Executive Network from 2007 to 2012 and as a member of the Silicon Valley Executive Network from 2007 to 2015. Mr. Spreng has been an active member of the World Economic Forum community since 2005, including as a frequent panelist in Davos, as a member of the Technology Pioneers Selection Committee, the Steering Committee for Entrepreneurship and Successful Growth Strategies, and as an adviser to the Alternative Investments 2020 and Mainstreaming Impact Investing initiatives. Mr. Spreng currently serves on the board of directors of a number of private companies. In addition, Mr. Spreng has served on the board of directors of eleven public companies. Mr. Spreng is a graduate, with distinction, of the University of Minnesota. The Nominating and Corporate Governance Committee has concluded that Mr. Spreng’s experience in managerial positions in investment management, venture capital and direct growth-debt lending provides the Board valuable industry-specific knowledge and expertise on these and other matters, thus qualifying him to serve as a member of the Board. Catherine Frey has served as a member of the Board since 2025. Ms. Frey is the co-founder and Managing Partner of F2P Ventures, LLC, where she assists founders with refining operating models and cultivating strategic partnerships. Prior to founding F2P Ventures, she served as Partner and Head of Credit Investment Solutions at MatlinPatterson Global Advisors from 2013 to 2020. Prior to her role at MatlinPatterson Global Advisors, Ms. Frey founded Frey Capital Advisors, a firm focusing on the business development strategy for credit-focused hedge fund managers. Before founding Frey Capital Advisors, Ms. Frey also served as a Managing Director at Bear Stearns and Morgan Stanley. Ms. Frey began her career as an investment banker at Drexel Burnham Lambert and Donaldson, Lufkin & Jenrette. She received a B.S. in Economics from the Wharton School at the University of Pennsylvania. Ms. Frey has previously served on the advisory board of Amerus, an insurance technology business, and on the board of directors of Allelo, an educational technology company. The Nominating and Corporate Governance Committee has concluded that Ms. Frey’s background in investment banking and her experience working with credit-focused funds qualify her to serve as a member of the Board. Robert Warshauer has served as a member of the Board since 2025 and serves as the Chair of the Audit Committee. Mr. Warshauer is Chief Executive Officer of BLST Holdings, LLC, a fintech E-Commerce retailer. Formerly, Mr. Warshauer was Managing Director and Head of the Investment Banking Group – New York of Imperial Capital (an investment banking company). He has over 30 years of experience in financings, mergers and acquisitions, and restructurings. Prior to joining Imperial Capital, he was a Managing Director at Kroll Zolfo Cooper, where he advised clients on operational issues, acquisitions and recapitalizations. He was a Managing Director and member of the Board of Directors and the Commitment Committee of Ernst & Young Corporate Finance LLC and its successor companies. He has also held the position of CEO and President of a branded retail business with over 500 locations and 5,000 employees, been the CEO of an international business services and manufacturing company with operations in 16 countries, and served as President and a member of the Board of Directors of a publicly traded technology company. Mr. Warshauer has served as the Independent Director on over two dozen publicly traded and privately-held companies and served on several charitable boards of directors. He also currently serves as Chair of the Audit Committee of several publicly traded companies. Mr. Warshauer received his M.B.A. from New York University and his B.S.B.A. from Bucknell University. Through his broad experience as an officer and director of several companies, in addition to skills acquired with firms engaged in investment banking and financial services, Mr. Warshauer brings extensive business and financial expertise to his Board service. Moreover, due to Mr. Warshauer’s knowledge of, and experience in, finance and accounting, he has been determined to be an “audit committee financial expert” as defined under SEC rules and serves as chairman of the audit committee of the boards of directors/trustees for certain business development companies/investment companies.

  7. Class I Directors

    Class I Directors Alexander Duka has served as a member of the Board since 2025, is a member of the Audit Committee and Nominating and Corporate Governance Committee and serves as the Chair of the Compensation Committee. Mr. Duka was the Executive Vice President of Corporate Development for Acceleration Bay LLC, a patent investment and technology acceleration business headquartered in San Mateo, CA until December 2019, and remains a senior advisor for the firm. Mr. Duka was responsible for Finance, Investor Relations, Strategic Relationships, New Ventures and Acquisitions. He joined the firm in September 2017. Mr. Duka previously spent 20 years at Citigroup, a global banking institution, and was a Managing Director in the Financial Institutions group in Global Banking, retiring in February 2017. Mr. Duka was the senior banker responsible for managing Citibank’s banking relationships with a number of high profile traditional and alternative asset management companies. Mr. Duka oversaw all financings, capital markets activity, M&A and the provision of other banking services and advice for this client base. Mr. Duka also worked with these asset managers to develop a new generation of permanent capital vehicles, including Business Development Companies, REITs, Closed End Funds, and European Listed Vehicles. Prior to Citibank, Mr. Duka has served on the Board of Directors of Trade Arcade Inc. since September 2021 and was a member of the Board of Trustees of BondHouse Investment Trust from September 2019 to February 2021 where he is now an advisor to the sponsor. Mr. Duka also worked at Bank of New York and United Jersey Bank. Mr. Duka received his B.A. from Rutgers College and his M.B.A. from Rutgers Graduate School of Management. The Nominating and Corporate Governance Committee has concluded that Mr. Duka’s prior experiences as an executive vice president and managing director at several companies, business expertise and finance and industry skills qualify him to serve as a member of the Board. Gary Kovacs has served as a member of the Board since 2016 and is a member of the Nominating and Corporate Governance Committee and Compensation Committee. Mr. Kovacs has served as Chief Executive Officer of Accela, Inc., a provider of technology solutions, since December 2018. Prior to joining Accela, Mr. Kovacs served as managing director of AVG Technologies N.V.’s management board and as Chief Executive Officer of AVG from 2013 to December 2016. Prior to joining AVG, Mr. Kovacs served as Chief Executive Officer of Mozilla Corporation from 2010 to 2013. Prior to joining Mozilla, Mr. Kovacs held senior leadership roles as Senior Vice President of Markets, Solutions & Products at Sybase through to the acquisition by SAP, and as General Manager and Vice President of Mobile & Devices at Macromedia and Adobe. Previously, he led Zi Corporation, a public company specializing in embedded software and services for mobile and consumer devices. Before founding Zi Corporation, Mr. Kovacs spent 10 years at IBM in leadership positions in product management, sales, marketing and operations within the global software division. Mr. Kovacs graduated from the University of Calgary, in Canada, with his Bachelor of Commerce and an M.B.A. with distinction. Mr. Kovacs serves on the advisory board of DocuSign, and the board of directors of Desire to Learn (D2L), ePhox Corporation, Sensory, Inc. and Make-a-Wish Foundation (Bay Area Chapter). He is also a member of the University of Calgary Management Advisory Council. The Nominating and Corporate Governance Committee has concluded that Mr. Kovacs’ extensive leadership experience in the technology industry qualifies him to serve as a member of the Board.

  8. Class II Directors

    Class II Directors Jennifer Kwon Chou has served as a member of the Board since 2025 and serves as the Chair of the Nominating and Corporate Governance Committee. Ms. Chou is also the Senior Managing Director and Chief Strategy Officer of The Gores Group (“Gores”). Ms. Chou has over 20 years of strategy and finance experience and currently oversees firm strategy and the development of new products and partnerships for Gores. She also has management responsibilities over the firm’s origination, capital raising, external communications, and corporate development functions. Since joining Gores in 2010, Ms. Chou has been responsible for raising capital across Gores’ funds. Prior to joining Gores, Ms. Chou was a Director at Sterling Partners, a private equity firm based in Chicago. Prior to Sterling, she worked in capital markets at Lehman Brothers in New York. She began her career at Public Financial Management and the Vanguard Group. Ms. Chou is a graduate of the University of Pennsylvania and also received an M.B.A. from Northwestern University’s Kellogg School of Management where she was a Robert Toigo Fellow. The Nominating and Corporate Governance Committee has concluded that Ms. Chou’s prior experience as a chief strategy officer and senior managing director, business and management expertise and finance and industry skills qualify her to serve as a member of the Board. Ted Goldthorpe has served as the Chairman of the Board since 2025. Mr. Goldthorpe is also the President and Chief Executive Officer of Logan Ridge Finance Corporation (“LRFC”), BC Partners Lending Corporation(“BCPL”) and Portman Ridge Finance Corporation (“PTMN”). Mr. Goldthorpe is an executive officer of the Adviser and Managing Partner of BCP Credit, an integrated credit platform operating within the BC Partners organization. He joined BC Partners to open BCP Credit in 2017. He was previously President of Apollo Investment Corporation and the Chief Investment Officer of Apollo Investment Management where he was the head of its U.S. Opportunistic Platform and also oversaw the Private Origination business from 2012 to 2016. He was also a member of Apollo’s firm-wide Senior Management Committee. Prior to Apollo, Mr. Goldthorpe worked at Goldman Sachs for 13 years where he most recently ran the bank loan distressed investing desk. He was previously the head of Principal Capital Investing for the Special Situations Group. Mr. Goldthorpe launched BC Partners’ credit business in 2017 and oversees a team of experienced credit professionals. As a Managing Partner of BC Partners, Mr. Goldthorpe is also a member of the Investment Committee of the private equity business. Mr. Goldthorpe received his B.A. in Commerce from Queen's University. Mr. Goldthorpe’s prior credit and investment experience, including his experience as an officer of a publicly-traded business development company led the Nominating and Corporate Governance Committee to conclude that Mr. Goldthorpe qualifies to serve as a member of the Board. Julie Persily has served as a member of the Board since 2017 and is a member of the Audit Committee and Compensation Committee. Ms. Persily has also served as a member of the board of directors of Investcorp Credit Management BDC, Inc. (f/k/a CM Finance Inc.) (Nasdaq: ICMB), a business development company, since 2013; SEACOR Marine Holdings Inc. (NYSE: SMHI), a global marine and support transportation services company, since April 2018; and Stepstone Private Credit Fund LLC, a business development company, since 2023. Ms. Persily retired in 2011 after serving as the Co-Head of Leveraged Finance and Capital Markets of Nomura Securities North America, a unit of Nomura Holdings Inc. (NYSE: NMR), a securities and investment banking company, since July 2010. Ms. Persily previously served in various capacities at Citigroup Inc. (NYSE: C), a financial services company, including as the Co-Head of Leveraged Finance Group from December 2006 to November 2008, the Head of Acquisition Finance Group from December 2001 to November 2006 and as Managing Director from July 1999 to November 2001. From 1990 to 1999, Ms. Persily served in various capacities including as a Managing Director, Leveraged Finance at BT Securities Corp., a financial services company and a subsidiary of Bankers Trust Corp., which was acquired by Deutsche Bank in April 1999. From 1987 to 1989, Ms. Persily served as an analyst at Drexel Burnham Lambert, a securities and investment banking company. Ms. Persily received a B.A. in psychology and economics from Columbia College and a M.B.A. in financing and accounting from Columbia Business School. The Nominating and Corporate Governance Committee has concluded that Ms. Persily’s extensive experience with structuring, negotiating and marketing senior loans and high-yield and mezzanine financings brings important and valuable skills to the Board.

  9. Compensation of Directors

    Compensation of Directors The following table sets forth the compensation received by our directors for the year ended December 31, 2024. No compensation is paid to our directors who are “interested persons,” as such term is defined in Section 2(a)(19) of the 1940 Act, for their service as directors.

  10. Compensation of Directors

    | Name | Fees Earned or Paid in Cash(1) | All Other Compensation(2) | Total | | Interested Directors(5) | | | | | R. David Spreng | — | — | — | | Gregory Share(3) | — | — | — | | Independent Directors(5) | | | | | Gary Kovacs | $112,000 | — | $112,000 | | Julie Persily | $112,000 | — | $112,000 | | John F. Engel(4) | $112,000 | — | $112,000 |

  11. Compensation of Directors

    (1) For a discussion of the Independent Directors’ compensation, see below. (2) We do not maintain a stock or option plan, non-equity incentive plan or pension plan for our directors. (3) On January 23, 2025, the Company’s stockholders approved the nomination of Ms. Frey to fill the vacancy on the Board created by Mr. Share’s resignation, and to serve the remainder of Mr. Share’s term. (4) On March 13, 2025, Mr. Engel resigned from the Board effective upon the appointment by the Board of his successor. On March 13, 2025, the Board approved the appointment of Ms. Chou to fill the vacancy on the Board created by Mr. Engel’s resignation. (5) The compensation of certain of our current Board members, Mses. Chou and Frey and Messrs. Duka, Goldthorpe and Warshauer, is not reflected here because their appointments were effective on March 21, 2025, and no compensation was paid to such Board members during the year ended December 31, 2024. The Independent Directors receive an annual fee of $95,000. They also receive $2,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending regular in-person meetings of the Board and $1,500 for attending any regular Board meeting telephonically. They also receive $1,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with each committee meeting attended in-person and $500 for attending any committee meeting telephonically, as well as $500 plus reimbursement of reasonable out-of-pocket expenses in connection with attending each special Board meeting. The Chair of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee each receive an annual fee of $5,000. We have obtained directors’ and officers’ liability insurance on behalf of our directors and officers. Independent Directors will have the option of having their directors’ fees paid in shares of our common stock issued at a price per share equal to the net asset value per share of our common stock.