DEF 14A of Chicago Atlantic BDC, Inc., Apr 30, 2025

DEF 14A of Chicago Atlantic BDC, Inc.

Filed Apr 30, 20250001140361-25-016696

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTOR NOMINEE

    PROPOSAL 1: ELECTION OF DIRECTOR NOMINEE At the Annual Meeting, stockholders of the Company are being asked to consider the re-election of one director 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. The Board currently consists of eight directors who serve in the following classes:

  2. PROPOSAL 1: ELECTION OF DIRECTOR NOMINEE

    | • | Class 1—Vivek Bunty Bohra (term ends at the Annual Meeting) and Supurna VedBrat (term ends at the Annual Meeting, and, if re-elected at the Annual Meeting, subsequent term will end at the 2028 annual meeting of stockholders); |

  3. PROPOSAL 1: ELECTION OF DIRECTOR NOMINEE

    | • | Class 2—Americo Da Corte, John Mazarakis and Tracey Brophy Warson (terms end at the 2026 annual meeting of stockholders); and |

  4. PROPOSAL 1: ELECTION OF DIRECTOR NOMINEE

    | • | Class 3—Michael W. Chorske, Scott Gordon and Patrick McCauley (terms end at the 2027 annual meeting of stockholders). |

  5. PROPOSAL 1: ELECTION OF DIRECTOR NOMINEE

    Supurna VedBrat has been nominated for re-election to the Board as a Class 1 director to serve a three-year term until the 2028 annual meeting of stockholders and until her successor is duly elected and qualified. If Ms. VedBrat is not re-elected by stockholders at the Annual Meeting, she will remain a director until her successor is duly elected and qualified. Ms. VedBrat has agreed to serve as a director if re-elected and has consented to being named as a nominee in this Proxy Statement. Vivek Bunty Bohra has not been nominated for re-election to the Board as a Class 1 director at the Annual Meeting. Consequently, his term of office will not continue after the Annual Meeting. As there will be only one Class 1 director following the Annual Meeting, the Board will consider actions to make the number of directors in each class more equal, which may include increasing or decreasing the number of directors on the Board, or reclassifying one or more directors. A stockholder can vote for, or withhold authority to vote for, the director 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 re-election of the director nominee named in this Proxy Statement. If the 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 the person named as a director nominee will be unable or unwilling to serve.

  6. 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 the 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.

  7. THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”

    THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”

  8. THE DIRECTOR NOMINEE

    THE DIRECTOR NOMINEE

  9. Information about the Director Nominee and Other Directors

    Information about the Director Nominee and Other Directors Set forth below is information, as of April 25, 2025, regarding Ms. VedBrat, who has been nominated by the Board for re-election as a director of the Company by stockholders at the Annual Meeting, as well as information about the Company’s other current incumbent directors. Ms. VedBrat is not being proposed for re-election pursuant to any agreement or understanding between her, 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 nominee or officers, and none are currently pending. Nominee for Class 1 Director – Term Expiring 2028:

  10. Information about the Director Nominee 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 | | | | | | Supurna VedBrat, 1966 | Director | Consultant, Amber Consulting & Advisory LLC (2023-Present); Head of Global Trading, BlackRock, Inc. (2011-2023) | Class 1 Director since 2025; Term expires in 2028 | Independent Director, Roadzen, Inc. (2023-Present) |

  11. Information about the Director Nominee and Other Directors

    | (1) The address for the director is c/o Chicago Atlantic BDC, Inc., 600 Madison Avenue, Suite 1800, New York, New York 10022. |

  12. Information about the Director Nominee and Other Directors

    | (2) Directors serve for three-year terms and until their successors are duly elected and qualified. |

  13. Information about the Director Nominee and Other Directors

    Supurna VedBrat has served as a member of the Board since 2025. Ms. VedBrat has had a professional career spanning over 25 years of experience in both the U.S. and Europe, and within the financial and technologies industries. Since 2023, Ms. VedBrat has served as a consultant with Amber Consulting & Advisory LLC. Previously, Ms. VedBrat was Head of Global Trading at BlackRock from July 2011 to February 2023, where she oversaw the company’s trading function across asset classes and regions. Ms. VedBrat was responsible for driving innovation and setting the trading platform’s strategic vision focused on growth and sustainable scalable trading solutions. Ms. VedBrat also served as a member of BlackRock’s Global Operating Committee and the Investment Subcommittee. Ms. VedBrat served as the President of Strategic Solutions Consulting from January 2009 to July 2011 and as a fixed income, commodities and distressed debt analyst at Bank of America from March 2004 to January 2009. Ms. VedBrat has served two terms each on the Commodity Futures Trading Commission (“CFTC”) Technology Advisory Committee (TAC) and the CFTC Global Markets Advisory Committee (GMAC). Previously, Ms. VedBrat held various positions at Bank of America, ING Barings in London and Lehman Brothers in New York. She started her career as a software engineer with IBM at their research center. Ms. VedBrat serves on the boards of directors of Roadzen, Inc. and South Street Securities LLC. She also serves on the board of Women in Derivatives (WIND), a non-profit with a mission to advance women in the workforce. Ms. VedBrat was given the Financial Markets Luminary award by Women in Derivatives. Ms. VedBrat was ranked #8 on the Institutional Investor’s 2018 Trading Tech 40 list. She was also a recipient of the Markets Media Women in Finance Award for Excellence in Leadership. Ms. VedBrat holds a Bachelor of Arts (Honors) degree in Mathematics from Delhi University and a Bachelor of Arts (High Honors) degree in Computer Science from Rutgers University. The Company believes that Ms. VedBrat’s experience in and knowledge of the financial services industry, 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:

  14. Information about the Director Nominee 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 | — |

  15. Information about the Director Nominee and Other Directors

    | (1) The address for the director is c/o Chicago Atlantic BDC, Inc., 600 Madison Avenue, Suite 1800, New York, New York 10022. |

  16. Information about the Director Nominee and Other Directors

    | (2) Directors serve for three-year terms and until their successors are duly elected and qualified. Mr. Bohra’s term of office will not continue after the Annual Meeting. |

  17. Information about the Director Nominee 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. Incumbent Class 2 Directors – Terms Expiring 2026:

  18. Information about the Director Nominee 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) | | Interested Director(3) | | | | | | John Mazarakis, 1976 | Director | Co-Founder, Chicago Atlantic Group, LP (4/2019-Present) | Class 2 Director since 2024; Term expires in 2026 | Director, Chicago Atlantic Real Estate Finance, Inc., a commercial mortgage REIT (2021-Present) |

  19. Information about the Director Nominee and Other Directors

    | (1) The address for each director is c/o Chicago Atlantic BDC, Inc., 600 Madison Avenue, Suite 1800, New York, New York 10022. |

  20. Information about the Director Nominee and Other Directors

    | (2) Directors serve for three-year terms and until their successors are duly elected and qualified. |

  21. Information about the Director Nominee and Other Directors

    | (3) Mr. Mazarakis 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. |

  22. Information about the Director Nominee 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. John Mazarakis has served as a member of the Board since October 2024. Mr. Mazarakis co-founded Chicago Atlantic Group, LP in April 2019 and has served as Chicago Atlantic Real Estate Finance, Inc.’s Executive Chairman since its inception in 2021. As a proven entrepreneur and operator with successful ventures in real estate, retail, hospitality and food logistics, Mr. Mazarakis brings over 20 years of entrepreneurial, operational, and managerial experience. He has built a 35+ restaurant chain with more than 1,200 employees, established a real estate portfolio of over 30 properties, developed over 1 million square feet of commercial real estate, and completed multiple real estate financing transactions, at a cumulative annual growth rate exceeding 25%. He has invested in and served as an advisor to multiple successful startups. Mr. Mazarakis has served as a member of the board of directors of Chicago Atlantic Real Estate Finance, Inc. (NASDAQ: REFI), a commercial mortgage REIT, since 2021. Mr. Mazarakis has also served as CEO and Co-Executive Chairman of Vireo Growth Inc. (CSE: VREO; OTCQX: VREOF), a cannabis company, since December 2024. Mr. Mazarakis holds a Bachelor of Arts in Economics from the University of Delaware and an MBA from The University of Chicago Booth School of Business. The Company believes that Mr. Mazarakis’s management experience, and understanding of the cannabis sector through his positions with various entities affiliated with Chicago Atlantic Group, LP, make him qualified to serve as a member of the Board. Incumbent Class 3 Directors – Term Expiring 2027:

  23. Information about the Director Nominee 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 | | | | | | Michael W. Chorske, 1968 | Director | Managing Partner, Cryder Partners (2024-Present); Operating Partner, Pegasus Capital Advisors, LP (2022-2023); Founder and Executive Managing Director, Emergent Holdings, LLC (2014-2019) | Class 3 Director since 2021; Term expires in 2027 | — |

  24. Information about the Director Nominee 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 | | Patrick McCauley, 1967 | Director | Chief Executive Officer and Owner, Bridgewell Agribusiness LLC (1/2018-Present); President and Chief Executive Officer, Bridgewell Resources (2013-2017) | Class 3 Director since 2025; Term expires in 2027 | — | | Interested Director(3) | | | | | | Scott Gordon, 1961 | Executive Chairman and Co-Chief Investment Officer | Partner, Chicago Atlantic Group, LP (10/2024-Present); Founder and Chief Executive Officer, Silver Spike Capital (3/2019-10/2024) | Class 3 Director since 2021; Term expires in 2027 | Independent Director, WM Technology, Inc. (6/2019-Present); Director, Silver Spike Acquisition Corp. II (9/2020-1/2024) |

  25. Information about the Director Nominee and Other Directors

    | (1) The address for each director is c/o Chicago Atlantic BDC, Inc., 600 Madison Avenue, Suite 1800, New York, New York 10022. |

  26. Information about the Director Nominee and Other Directors

    | (2) Directors serve for three-year terms and until their successors are duly elected and qualified. |

  27. Information about the Director Nominee 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. |

  28. Information about the Director Nominee 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 Managing Partner at Cryder Partners, a consulting and investment firm. From 2022 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. Patrick McCauley has served as a member of the Board since March 2025. Mr. McCauley is Chief Executive Officer and Owner of Bridgewell Agribusiness LLC (SWAB), a commodity-based sales and trading company headquartered in Portland, Oregon. SWAB sources food and agricultural products for industrial and retail food companies. In January 2018, Mr. McCauley purchased SWAB from Bridgewell Resources, where he served as President and Chief Executive Officer since October 2013. Bridgewell Resources is a similar platform to SWAB, focusing on sales and trading of lumber-based products across a range of construction, utility, and retail markets. Prior to working at Bridgewell Resources, Mr. McCauley spent 22 years at Susquehanna International Group (SIG), a global quantitative financial trading firm based in Philadelphia, Pennsylvania. At SIG, Mr. McCauley held a number of key positions including Chief Operating Officer, Head of Business Development, Head of Equity Trading and Head of Trader Development and Education. Mr. McCauley regularly conducts seminars that explore the principles of Decision Science applied to managerial decision-making and strategic business management. In addition, he has developed a curriculum that he has taught as an independent study course for local high school students. Mr. McCauley holds a Bachelor of Arts degree from Swarthmore College and a Master of Business Administration degree from Vanderbilt University. The Company believes that Mr. McCauley’s management and investment experience make him qualified to serve as a member of the Board. Scott Gordon has served as the Executive Chairman of the Board since the Company’s inception and has served as the Company’s Co-Chief Investment Officer since October 2024. Mr. Gordon served as the Company’s Chief Executive Officer from the Company’s inception until October 2024. Prior to becoming a Partner at Chicago Atlantic in October 2024, Mr. Gordon was the Chief Executive Officer of Silver Spike Capital, an investment platform that he founded that was dedicated to the cannabis industry and included 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 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.

  29. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION