DEF 14A of BCP Investment Corp
Filed Apr 29, 20240001193125-24-122300
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS The business and affairs of the Company are managed under the oversight of its Board. PTMN’s Board currently consists of nine members, eight of whom are not “interested persons,” as defined in Section 2(a)(19) of the 1940 Act. The Board may modify the number of its members in accordance with the Company’s bylaws, except that no decrease in the number of directors will shorten the term of any incumbent director. The 1940 Act and Nasdaq rules require that the Company maintain a majority of independent directors on its Board, and Nasdaq rules provide that a director of a business development company is considered to be independent if he or she is not an “interested person,” as defined in Section 2(a)(19) of the 1940 Act. Therefore, under both the 1940 Act and applicable Nasdaq rules, a majority of the directors of PTMN’s Board is independent. Under the Certificate of Incorporation of PTMN, directors are divided into three classes. At each annual meeting of stockholders of the Company, the successors to the directors whose terms expire at such meeting will be elected to serve until the annual meeting of stockholders held in the third year following the year of his or her election and until his or her successor has been duly elected and qualified or any director’s earlier resignation, removal from office, death or incapacity. Each of Messrs. Goldthorpe and Duka has been nominated for re-election and Mr. Schafer has been nominated for election to the Board of PTMN, for a three-year term expiring at the 2027 annual meeting of stockholders of the Company. No person being nominated as a director at the Annual Meeting is being proposed for election pursuant to any agreement or understanding between any such person and the Company.
Required Vote
Required Vote The affirmative vote of a plurality of the shares of PTMN’s common stock outstanding and entitled to vote thereon at the Annual Meeting is required to elect each director nominee of the Company (i.e., the three candidates receiving the most “for” votes will win each election). Any stockholder of PTMN as of the Record Date can vote for or withhold authority on each of the director nominees of the Company. Abstentions, votes to “withhold authority” and broker non-votes will have no effect on the election of any director nominee, although they will be considered present for the purpose of determining the presence of a quorum. 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 above. If a nominee should be unable to serve or for good cause will not serve as a director, it is intended that the proxy will be voted for the election of such person nominated by the Board as a replacement. The Board has no reason to believe that any director nominee named will be unable or unwilling to serve. The Company’s Board unanimously recommends a vote “FOR” each of the Company’s director nominees described in this proxy statement.
Director and Executive Officer Information
Director and Executive Officer Information
Directors
Directors Information regarding the Company’s nominees for election as a director at the Annual Meeting and the Company’s continuing directors is set forth below. We have divided the directors into two groups — independent directors and interested directors. Each interested director is an “interested person” of the Company, as defined in Section 2(a)(19) of the 1940 Act.
Directors
| Name, Address, and Age(1) | Company – Length of Time Served; Term of Office | Principal Occupation(s) During the Past Five Years | Number of Portfolios in the Fund Complex(2) Overseen by the Director or Nominee for Director | Other Directorships Held by Director or Nominee for Director During the Past Five Years(3) | | Interested Director | | | | | | Ted Goldthorpe* (47) | Class III Director since April 2019; term expires, if elected, in 2027 | President and CEO of PTMN since April 2019 and BC Partners Lending Corporation (“BCPL”) since April 2018, Alternative Credit Income Fund since October 2020 and Logan Ridge Finance Corporation (“LRFC”) since July 2021, Opportunistic Credit Interval Fund since January 2022. Mr. Goldthorpe also currently serves as the CEO and Chairman of Mount Logan Capital Inc. Executive Officer of Sierra Crest and Managing Partner of BC Partners Credit (“BCP Credit”) since 2017. Mr. Goldthorpe was President of Apollo Investment Corporation and Chief Investment Officer of Apollo Investment Management from 2012 to 2016. | 5 | A member of the board of directors of Mount Logan Capital Inc. since October 2018; a member of the board of directors of BCPL since 2018; a member of the board of trustees of the Alternative Credit Income Fund since 2020; a member of LRFC since July 2021; a member of the board of trustees of the Opportunistic Credit Interval Fund since April 2022. | | Patrick Schafer* (38) | Class III Director, if elected; term expires, if elected, in 2027 | Chief Investment Officer of PTMN since April 2019 and BCP Credit since May 2018. Mr. Schafer was Managing Director in Direct Originations at Apollo Global Management in the Opportunistic Credit group from 2011 to 2018. | 1 | None |
Directors
| Name, Address, and Age(1) | Company – Length of Time Served; Term of Office | Principal Occupation(s) During the Past Five Years | Number of Portfolios in the Fund Complex(2) Overseen by the Director or Nominee for Director | Other Directorships Held by Director or Nominee for Director During the Past Five Years(3) | | Independent Directors | | | | | | Alexander Duka* (57) | Class III Director since April 2019; term expires, if elected, in 2027 | Independent Director, Trade Arcade, Inc. from September 2021 to present and Senior Advisor to Corporate Development of Acceleration Bay, LLC from December 2019 to Present. Executive Vice President of Corporate Development of Acceleration Bay, LLC from September 2017 to December 2019. Mr. Duka also held various positions at Citigroup, Inc. from 1997 to 2017. | 5 | A member of the board of directors of BCPL since 2018; a member of the board of trustees of the Alternative Credit Income Fund since 2020; a member of LRFC since July 2021; a member of the board of trustees of the Opportunistic Credit Interval Fund since April 2022; a former member of the board of trustees of Bondhouse Investment Trust from 2019 to 2021. | | George Grunebaum (61) | Class I Director since April 2019; term expires in 2025 | Chief Executive Officer of Ashmore Investment Management (US) Corp since 2008; President of Ashmore Funds, a series of U.S. registered mutual funds, since 2010; and Director and President of Gordonstoun American Foundation, a non-profit organization, since 2000. | 5 | A member of the board of trustees of Ashmore Funds since December 2010; a member of the board of directors of BCPL since 2018; a member of the board of trustees of the Alternative Credit Income Fund since 2020; a member of LRFC since July 2021; a member of the board of trustees of the Opportunistic Credit Interval Fund since April 2022. |
Directors
| Name, Address, and Age(1) | Company – Length of Time Served; Term of Office | Principal Occupation(s) During the Past Five Years | Number of Portfolios in the Fund Complex(2) Overseen by the Director or Nominee for Director | Other Directorships Held by Director or Nominee for Director During the Past Five Years(3) | | Dean C. Kehler (67) | Class I Director since February 2012; term expires in 2025 | Managing Partner of Trimaran Capital Partners since 1993; and Co-Chairman and Co-CEO of GX Acquisition Corp. (2019-2021) and GX Acquisition Corp. II (2020-March 2023). | 1 | A member of the board of directors of El Pollo Loco Holdings, Inc. from 2005 to March 2023, Celularity Inc. and NioCorp Developments Ltd. | | Christopher Lacovara (59) | Class III Director since December 2006; term expires in 2024 | Director of Finance and Legal Affairs of Community Access, Inc. since August 2015. | 1 | None | | Robert Warshauer (66) | Class II Director since April 2019; term expires in 2026 | Chief Executive Officer of BLST Holdings, LLC (2020 – present). Board Member, Icon Parking Holdings, LLC (2020 – April 2023). Former Managing Director and Head of Investment Banking – NY, Imperial Capital (an investment banking company), 2007 to 2020. Former Board Member, Global Knowledge (education service), 2020 to 2021; MD America (energy company), 2020; and Estrella Broadcasting (Spanish language media), 2019 to 2021. | 5 | A member of the board of directors of BCPL since 2018; a member of the board of trustees of the Alternative Credit Income Fund since 2020; a member of LRFC since July 2021; Board Member, Global Knowledge (education service) (2020-2021); a member of the board of trustees of the Opportunistic Credit Interval Fund since April 2022. | | Joseph Morea (69) | Class II Director since October 2020; term expires in 2026 | Former Principal for Berkeley Realty Ventures, LLC | 1 | A member of the board of directors / board of trustees of: Industrial Logistics Properties Trust since 2018, Seven |
Directors
| Name, Address, and Age(1) | Company – Length of Time Served; Term of Office | Principal Occupation(s) During the Past Five Years | Number of Portfolios in the Fund Complex(2) Overseen by the Director or Nominee for Director | Other Directorships Held by Director or Nominee for Director During the Past Five Years(3) | | | | | | Hills Realty Trust since 2017, TravelCenters of America LLC from 2015 to 2023, First Eagle Senior Loan Fund (f/k/a THL Credit Senior Loan Fund) from 2013 to December 2021, Eagle Growth and Income Opportunities Fund from 2015 to 2020, RMR Real Estate Income Fund from 2016 to 2020, and Garrison Capital Inc. from 2015 to October 2020. | | Matthew Westwood (54) | Class I Director since October 2020; term expires in 2025 | Former Managing Director and principal of Wilshire Associates Incorporated | 1 | A member of the board of directors of Garrison Capital Inc. from May 2011 to October 2020. | | Jennifer Kwon Chou (44) | Class II Director since May 2022; term expires in 2026 | Senior Managing Director and Chief Strategy Officer of the Gores Group (2010-present) | 2 | A member of the board of directors of Logan Ridge Finance Corporation since May 2022. |
Directors
| * Director nominee of PTMN. |
Directors
| (1) The address of all directors is c/o Portman Ridge Finance Corporation, 650 Madison Avenue, New York, NY 10022. |
Directors
| (2) “Fund Complex” includes PTMN, LRFC, BCPL, Alternative Credit Income Fund, and Opportunistic Credit Interval Fund. |
Directors
| (3) Except as set forth in this table, no current director of the Company otherwise serves, or has served during the past five years, as a director of an investment company registered under the 1940 Act or of a company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act. |
Interested Director Nominees
Interested Director Nominees Ted Goldthorpe. Mr. Goldthorpe is the President and Chief Executive Officer of the Company. Mr. Goldthorpe is an executive officer of Sierra Crest 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’s prior credit and investment experience, including his experience as an officer of a publicly-traded business development company, led to the Board’s conclusion that Mr. Goldthorpe should serve as a member of the Board. Patrick Schafer. Mr. Schafer has served as Chief Investment Officer of PTMN since April 2019. He joined BCP Credit in May 2018, having previously worked at Apollo Global Management. Mr. Schafer spent seven years at Apollo in the Opportunistic Credit group, most recently as a Managing Director in Direct Originations. Prior to Apollo, he spent three years at Deutsche Bank Securities in the Investment Banking Division. Mr. Schafer holds a BBA from the University of Notre Dame. Mr. Schafer’s prior credit and investment experience, including his experience as an officer of a publicly-traded business development company, led to the Board’s conclusion that Mr. Schafer should serve as a member of the Board.
Independent Directors
Independent Directors
Independent Director Nominee
Independent Director Nominee Alexander Duka. Mr. Duka is the chairman of the Compensation Committee of the Board of PTMN. Mr. Duka also serves on the Audit Committee and Nominating and Corporate Governance Committee of the Board of PTMN. 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 is currently a member of the board of directors of Trade Arcade, Inc. Mr. Duka was a member of the board of directors of BondHouse Investment Trust until February 2021, when he became an advisor to the firm’s sponsor. 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 worked at Bank of New York and United Jersey Bank. Mr. Duka received his B.A. from Rutgers College and his MBA from Rutgers Graduate School of Management. Through his prior experiences as an executive vice president and managing director at several companies, Mr. Duka brings business expertise and finance and industry skills to his Board service. The foregoing qualifications led to the Board’s conclusion that Mr. Duka should serve as a member of the Board.
Director Compensation
Director Compensation The following table sets forth compensation of the Company’s directors for the fiscal year ended December 31, 2023:
Director Compensation
| | Fees Earned or Paid in Cash(1)(2) | Total Compensation from Fund and Complex Paid to Directors | | | Name | PTMN | PTMN | Fund Complex(3) | | Interested Directors: | | | | | Ted Goldthorpe | — | — | — | | Independent Directors: | | | | | Alexander Duka | $87,777 | $87,777 | $299,777 | | George Grunebaum | $77,777 | $77,777 | $289,777 | | Dean C. Kehler | $72,777 | $72,777 | $72,777 | | Christopher Lacovara | $72,777 | $72,777 | $72,777 | | Robert Warshauer | $82,777 | $82,777 | $309,277 | | Matthew Westwood | $72,777 | $72,777 | $72,777 | | Joseph Morea | $72,777 | $72,777 | $72,777 | | Jennifer Kwon Chou | $72,777 | $72,777 | $202,777 |
Director Compensation
| (1) For a discussion of the Company’s independent directors’ compensation, see below. |
Director Compensation
| (2) The Company does not maintain a stock or option plan, non-equity incentive plan or pension plan for its directors. |
Director Compensation
| (3) “Fund Complex” includes PTMN, LRFC, BCPL, Alternative Credit Income Fund, and Opportunistic Credit Interval Fund. |