DEF 14A of Chicago Atlantic BDC, Inc.
Filed Apr 26, 20240001140361-24-022586
Does the Board recommend voting for each director nominee?
Does the Board recommend voting for each director nominee? Yes. The Board unanimously recommends that you vote “FOR” each director nominee.
PROPOSAL: ELECTION OF DIRECTOR NOMINEES
PROPOSAL: ELECTION OF DIRECTOR NOMINEES At the Annual Meeting, stockholders of the Company are being asked to consider the re-election of two directors of the Company, as described below. Pursuant to the Company’s bylaws, the number of directors on the Board may not be fewer than one nor greater than fifteen. Under the Company’s Articles of Amendment and Restatement (the “Charter”), the directors are divided into three classes. Each class of directors holds office for a three-year term and until such director’s successor is duly elected and qualified. However, the initial term of the directors in the three classes is one, two or three years, as applicable. The Board currently consists of five directors who serve in the following classes:
PROPOSAL: ELECTION OF DIRECTOR NOMINEES
| • | Class 1 − Vivek Bunty Bohra (term ends at the 2025 annual meeting of stockholders); |
PROPOSAL: ELECTION OF DIRECTOR NOMINEES
| • | Class 2 − Americo Da Corte and Tracey Brophy Warson (terms end at the 2026 annual meeting of stockholders); and |
PROPOSAL: ELECTION OF DIRECTOR NOMINEES
| • | Class 3 − Michael W. Chorske and Scott Gordon (terms end at the Annual Meeting, and, if re-elected at the Annual Meeting, subsequent terms will end at the 2027 annual meeting of stockholders). |
PROPOSAL: ELECTION OF DIRECTOR NOMINEES
Michael W. Chorske and Scott Gordon have been nominated for re-election to the Board as Class 3 directors to serve three-year terms until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified. If any of Mr. Chorske or Mr. Gordon are not re-elected by stockholders at the Annual Meeting, they will each remain a director until their respective successors are duly elected and qualified. Messrs. Chorske and Gordon have agreed to serve as directors if re-elected and have consented to being named as nominees in this Proxy Statement. A stockholder can vote for, or withhold authority to vote for, any of the director nominees. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy FOR the re-election of each director nominee named in this Proxy Statement. If a director nominee should decline or be unable to serve as a director, the persons named as proxies will vote for such other nominee as may be proposed by the Board’s Nominating and Corporate Governance Committee. The Board has no reason to believe that any person named as a director nominee will be unable or unwilling to serve.
Required Vote
Required Vote The affirmative vote of a plurality of the votes cast at the Annual Meeting in person (virtually) or by proxy is required to re-elect each director nominee to the Board. “Withhold” votes and broker non-votes, if any, will count as shares represented at the meeting for purpose of establishing a quorum, but will have no effect on the outcome of the vote. There will be no cumulative voting with respect to the proposal.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE DIRECTOR NOMINEES
THE DIRECTOR NOMINEES
Information about the Director Nominees and Other Directors
Information about the Director Nominees and Other Directors Set forth below is information, as of April 26, 2024, regarding Messrs. Chorske and Gordon, who have been nominated by the Board for re-election as directors of the Company by stockholders at the Annual Meeting, as well as information about the Company’s other current incumbent directors whose terms of office will continue after the Annual Meeting. Neither Mr. Chorske nor Mr. Gordon is being proposed for re-election pursuant to any agreement or understanding between any of Messrs. Chorske and Gordon, on the one hand, and the Company or any other person or entity, on the other hand. The information below includes specific information about each director’s experience, qualifications, attributes or skills that led the Board to the conclusion that the individuals are qualified to serve on the Board in light of the Company’s business and structure. There were no legal proceedings of the type described in Items 401(f)(7) and (8) of Regulation S-K in the past ten years against any of our directors, director nominees or officers, and none are currently pending. Nominees for Class 3 Directors – Terms Expiring 2027:
Information about the Director Nominees and Other Directors
| Name, Address and Year of Birth(1) | Position(s) held with the Company | Principal Occupation(s) During the Past 5 Years | Term of Office and Length of Time Served(2) | Other Directorships Held by Director or Nominee for Director | | Independent Director Nominee | | | | | | Michael W. Chorske, 1968 | Director | Partner, Cryder Partners (2023-Present); Operating Partner, Pegasus Capital Advisors, LP (2021-2023); Founder and Executive Managing Director, Emergent Holdings, LLC (2014-2019) | Class 3 Director since 2021; Term expires in 2024 | — | | Interested Director Nominee(3) | | | | | | Scott Gordon, 1961 | Chairman and Chief Executive Officer | Founder and Chief Executive Officer, Silver Spike Capital (3/2019-Present); President, Fintech Advisory Inc. (2016-2019) | Class 3 Director since 2021; Term expires in 2024 | Director, Silver Spike Acquisition Corp. II (9/2020-1/2024); Independent Director, WM Technology, Inc. (6/2019-Present) |
Information about the Director Nominees and Other Directors
| (1) The address for each director is c/o Silver Spike Investment Corp., 600 Madison Avenue, Suite 1800, New York, New York 10022. |
Information about the Director Nominees and Other Directors
| (2) Directors serve for three-year terms and until their successors are duly elected and qualified. |
Information about the Director Nominees and Other Directors
| (3) Mr. Gordon may be deemed to be an “interested person,” as defined in Section 2(a)(19) of the 1940 Act, of the Company by virtue of his affiliation with the Adviser. |
Information about the Director Nominees and Other Directors
Michael W. Chorske has served as a member of the Board since 2021. Mr. Chorske is a senior investment and operating executive with a record of building entrepreneurial enterprises and managing alternatives funds and portfolios. Mr. Chorske is a Partner at Cryder Partners, a consulting and investment firm. From 2021 to 2023, Mr. Chorske was an Operating Partner at Pegasus Capital Advisors, LP, a private markets impact investment management firm. From 2014 to 2019, Mr. Chorske was a founder and executive managing director of Emergent Holdings, LLC, an investor in and developer of aquaculture businesses. Mr. Chorske was a partner of GCM Capital LP, where he managed an investment fund pursuing a public and private structured convertible debt and private investment in public equity (“PIPE”) strategy. Mr. Chorske was also a Vice President of Finance of InterTrust Technologies Corp., where he managed corporate finance activities, and gained ten years of venture capital, growth equity and leveraged buyout (“LBO”) experience with Victory Capital/East River Ventures, where he invested across the capital structure in technology, healthcare services, biotechnology, consumer packaged goods (“CPG”) and natural resources. Mr. Chorske earned his MBA from Columbia University. The Company believes that Mr. Chorske’s management and investment experience, and the experience he has gained serving on other boards, make him qualified to serve as a member of the Board. Scott Gordon has served as the Chairperson of our Board and our Chief Executive Officer since 2021. Mr. Gordon is the founder and Chief Executive Officer of Silver Spike Capital, an investment platform dedicated to the cannabis industry that includes the Adviser. Prior to founding Silver Spike Capital, Mr. Gordon had been the co-founder and chairman of Egg Rock Holdings, LLC (“Egg Rock”), the parent company of the Papa & Barkley family of cannabis products, with related subsidiary assets in manufacturing, processing, and logistics. Egg Rock also is the parent company of Papa & Barkley Essentials, a hemp-derived CBD business based in Colorado. From 2016 to 2019, Mr. Gordon was also President of Fintech Advisory Inc., the investment manager for a multi-billion dollar family office fund focused on long-term and opportunistic investments in emerging markets. From late 2013 to 2016, Mr. Gordon served as a Portfolio Manager at Taconic Capital Advisors, a multi-strategy investment firm. Prior to joining Taconic, Mr. Gordon was a Partner and Portfolio Manager at Caxton Associates from 2009 to 2012. He was also a Senior Managing Director and Head of Emerging Markets at Marathon Asset Management from 2007 to 2009. Earlier in his career, Mr. Gordon held leadership positions at Bank of America and ING Capital. Mr. Gordon was a founding member of the Emerging Markets business at JP Morgan where he worked upon graduating from Bowdoin College in 1983. Mr. Gordon also serves as an independent director of WM Technology, Inc. (formerly, Silver Spike Acquisition Corp.), which operates Weedmaps, a leading online listings marketplace for cannabis consumers and businesses, and WM Business, a comprehensive SaaS subscription offering sold to cannabis retailers and brands. From 2019 to June 2021, Mr. Gordon served as Chairperson of the Board of Directors and Chief Executive Officer of Silver Spike Acquisition Corp. From September 2020 to January 2024, Mr. Gordon also served as Chairperson of the Board of Directors and Chief Executive Officer of Silver Spike Acquisition Corp. II. The Company believes that Mr. Gordon’s experience in emerging markets and in the cannabis sector make him qualified to serve as a member of the Board. Incumbent Class 2 Directors – Terms Expiring 2026:
Information about the Director Nominees and Other Directors
| Name, Address and Year of Birth(1) | Position(s) held with the Company | Principal Occupation(s) During the Past 5 Years | Term of Office and Length of Time Served(2) | Other Directorships Held by Director or Nominee for Director | | Independent Directors | | | | | | Americo Da Corte, 1950 | Director | Operating Partner, Pegasus Capital Advisors, LP (2/2022-Present); Founder and Executive Managing Director, Emergent Holdings, LLC (2014-2019) | Class 2 Director since 2021; Term expires in 2026 | — | | Tracey Brophy Warson, 1962 | Director | Chairperson, Citi Private Bank North America (2019-2020); Chief Executive Officer, Citi Private Bank (2014-2019) | Class 2 Director since 2021; Term expires in 2026 | Independent Director, InterPrivate II Acquisition Corp. (2021-2022); AlTi Global, Inc. (1/2023-Present) |
Information about the Director Nominees and Other Directors
| (1) The address for each director is c/o Silver Spike Investment Corp., 600 Madison Avenue, Suite 1800, New York, New York 10022. |
Information about the Director Nominees and Other Directors
| (2) Directors serve for three-year terms and until their successors are duly elected and qualified. |
Information about the Director Nominees and Other Directors
Americo Da Corte has served as a member of the Board since 2021. Mr. Da Corte has over four decades of experience in asset management and lending, with a focus on risk management and investments in emerging markets. From 2013 to present, Mr. Da Corte has been the Chief Operating Officer and Risk Manager for Waypoint Asset Management LLC, a boutique asset manager focused on distressed and special situations in emerging markets. Prior to joining Waypoint, Mr. Da Corte co-founded Forum Asset Management in 2001, where he was a Principal until 2012. From 1999 to 2001, Mr. Da Corte was a Managing Director of Darby Overseas Investments, and from 1990 to 1999, Mr. Da Corte was a Managing Director at ING. The Company believes that Mr. Da Corte’s experience in and knowledge of the financial services industry, and his experience in risk management and emerging markets, make him qualified to serve as a member of the Board. Tracey Brophy Warson has served as a member of the Board since 2021. Ms. Warson is a strategic advisor and director to companies in Clean Energy, AgTech, FinTech and Cannabis, and she is a private investor in a diverse portfolio of early state businesses. Ms. Warson has more than 30 years of experience building financial services businesses. Ms. Warson was CEO of Citi Private Bank from 2014-2019, and she served as Chairperson of Citi Private Bank North America from 2019-2020. As CEO of Citi Private Bank in North America, Ms. Warson grew the business in revenues substantially, and oversaw over $230 billion in client business volume. Under her leadership and vision, Citi Private Bank North America received numerous industry recognitions and awards. Prior to her role as CEO, she was Global Market Manager for the Western U.S. from 2010 to 2014. From 2014-2018, Ms. Warson was the co-chair of Citi Women, Citi’s global strategy to focus on the advancement of women as leaders and business drivers. In this role she led the firm’s progress in pay equity, representation goal setting and in having Citi sign the Women’s Empowerment Principles of the United Nations. Before joining Citi in 2009, Ms. Warson served as a Division Executive for US Trust, Bank of America Private Wealth Management where she built and ran the Western Region. Prior to joining US Trust, she was Executive Vice President and Regional Managing Director of Private Client Services at Wells Fargo Private Bank. In this role, she was responsible for Wells Fargo’s investment management, trust, private banking, wealth planning and brokerage businesses in the Bay Area. Previously, Ms. Warson served as an Executive Vice President and Head of Sales and Distribution for Wells Fargo’s trading and sales business. Ms. Warson earned her B.A. in Business Administration and French from the University of Minnesota. She also completed a fellowship at the Université de Tours in Tours, France. Ms. Warson became an independent director of AlTi Global, Inc., a wealth management firm, when the firm went public in January 2023. She is also President of Lahontan, a lifestyle community/country club in Tahoe and she serves on the National Board of Cradles to Crayons, a nonprofit focused on ending clothing insecurity for children in the United States. The Company believes that Ms. Warson’s experience in and knowledge of the financial services industry, her experience in the cannabis sector and the experience she has gained serving on other boards, make her qualified to serve as a member of the Board. Incumbent Class 1 Director – Term Expiring 2025:
Information about the Director Nominees and Other Directors
| Name, Address and Year of Birth(1) | Position(s) held with the Company | Principal Occupation(s) During the Past 5 Years | Term of Office and Length of Time Served(2) | Other Directorships Held by Director or Nominee for Director | | Independent Director | | | | | | Vivek Bunty Bohra, 1974 | Director | Partner, Antler (3/2022-Present); Chief Executive Officer, Biologic Pte Ltd (6/2019-12/2021); Partner, Goldman Sachs (7/1996-12/2018) | Class 1 Director since 2021; Term expires in 2025 | — |
Information about the Director Nominees and Other Directors
| (1) The address for the director is c/o Silver Spike Investment Corp., 600 Madison Avenue, Suite 1800, New York, New York 10022. |
Information about the Director Nominees and Other Directors
| (2) Directors serve for three-year terms and until their successors are duly elected and qualified. |
Information about the Director Nominees and Other Directors
Vivek Bunty Bohra has served as a member of the Board since 2021. Mr. Bohra has been a partner at Antler, a venture capital firm based in Singapore, since March 2022, and was the chief executive officer of Biologic Pte Ltd, an advisory and investment firm based in Singapore, from 2019 to 2021. Mr. Bohra previously served as the CEO of Goldman Sachs Services in India and was responsible for all functions present in the firm’s second largest office as well as integrating functions in Bengaluru and Singapore, in line with the firm’s global location strategy. Mr. Bohra was a member of several committees at the firm, including the Partnership Committee, Asia Pacific Management Committee, Asia Pacific Capital Committee, Global Recruiting Council, and ASEAN Leadership Group, and served on the Pine Street Board of Directors. Prior to that, Mr. Bohra was global head of the Structured Product Syndicate desk in the Fixed Income, Currency and Commodities Division in New York. He was also co-head of the Structured Finance Group in the Americas, ran warehouse financing, and was a member of the Structured Finance Capital Committee. Mr. Bohra joined Goldman Sachs in 1996 in the J. Aron Currency and Commodities Division, where he traded commodities for four years in New York and London. He spent one year working on the development and launch of Intercontinental Exchange (NYSE: ICE), before becoming franchise manager of the Commodities and Futures Services business units. He was named managing director in 2005 and partner in 2010. Mr. Bohra is a fellow of Aspen Institute’s India Leadership Initiative, a World Economic Forum Young Global Leader, serves on the Advisory Board of the MIT Sloan Finance Group, is a member of the Young Presidents’ Organization, and previously served on the Asia Society Corporate Diversity Council. He earned dual SB degrees in Chemical Engineering and Management Science from MIT in 1996 and was awarded a certificate of completion for the Global Leadership and Public Policy for the 21st Century Program at Harvard Kennedy School in 2016. Additionally, he has completed executive education programs at Oxford University and the Lee Kuan Yew School of Public Policy at National University of Singapore. The Company believes that Mr. Bohra’s experience in and knowledge of the financial services industry make him qualified to serve as a member of the Board.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION