DEF 14A of BCP Investment Corp
Filed Apr 29, 20250001193125-25-103952
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, seven 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. Grunebaum, Kehler and Westwood has been nominated for re-election to the Board of PTMN, for a three-year term expiring at the 2028 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 (48) | Class III Director since April 2019; term expires 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 April 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 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. |
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) | | Patrick Schafer (40) | Class III Director since April 2024; term expires in 2027 | Chief Investment Officer of PTMN since April 2019 and Managing Director of 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 | | Independent Directors | | | | | | Alexander Duka (58) | Class III Director since April 2019; term expires 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 2020. | | George Grunebaum* (62) | Class I Director since April 2019; term expires, if elected, in 2028 | Chief Executive Officer of Ashmore Investment Management (US) Corp since 2008; President of Ashmore Funds, a series of U.S. registered mutual funds, since | 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 |
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) | | | | 2010; and Director and President of Gordonstoun American Foundation, a non-profit organization, since 2000. | | 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. | | Dean C. Kehler* (68) | Class I Director since February 2012; term expires, if elected, in 2028 | 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. | | Robert Warshauer (67) | 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 Inc. (education service), 2020 to 2021; MD America, LLC (energy company), 2020; and Estrella Media, Inc. (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 Inc. (education service) (2020-2021); 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) | | Joseph Morea (70) | 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 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* (55) | Class I Director since October 2020; term expires, if elected, in 2028 | 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 (45) | Class II Director since May 2022; term expires in 2026 | 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; a member of the board of directors of ContextLogic Inc. since 2025. |
Directors
| * Director nominee of PTMN. |
Directors
| (1) The address of all directors is c/o Portman Ridge Finance Corporation, 650 Madison Avenue, 3rd Floor, 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. |
Independent Director Nominees
Independent Director Nominees George Grunebaum. Mr. Grunebaum is the chairman of the Nominating and Corporate Governance Committee of the Board of PTMN. Mr. Grunebaum also serves on the Audit Committee and Compensation Committee of the Board of PTMN. Mr. Grunebaum is Chief Executive Officer of Ashmore Investment Management (US) Corp, which he joined in 2008. He is President of Ashmore Funds, a series of U.S. registered mutual funds. Prior to that, he was co-Managing Partner of Dolomite Capital Management and one of the founding partners of the firm. He began his career in finance in 1986, joining Chase Investment Banks’ Latin America corporate finance division. In 1987, he was asked to join the newly formed Debt Arbitrage Group and from 1988 to 1995, worked in various capacities as an Emerging Markets trader. In 1995, he was asked to run global client trading for the Emerging Markets group and in 1998, was given additional responsibility for global principal risk taking in Emerging Market credit, and for local interest rates and Emerging Market equities in 2001. Mr. Grunebaum continued to work at the firm and its successor institutions and was elected co-chairman of the Emerging Markets Traders Association (EMTA) in 2001, until his retirement from JPMorgan Chase in May 2005. He received his BA from Hamilton College. He is licensed as a Series 7, Series 24, and Series 63 Registered Representative. Mr. Grunebaum’s executive experience brings extensive business and financial expertise to his Board service. Moreover, due to Mr. Grunebaum’s knowledge of, and experience in, finance and accounting, the Board determined that Mr. Grunebaum is an “audit committee financial expert” as defined under SEC rules. The foregoing qualifications led to the Board’s conclusion that Mr. Grunebaum should serve as a member of the Board. Dean C. Kehler. Mr. Kehler serves on the Compensation Committee of the Board. Mr. Kehler is a Managing Partner of Trimaran Capital Partners, a manager of private investment funds. Prior to co-founding Trimaran, Mr. Kehler was a vice chairman of CIBC World Markets Corp. and co-head of the CIBC Argosy Merchant Banking Funds. Prior to joining CIBC World Markets Corp. in 1995, Mr. Kehler was a founder and Managing Director of The Argosy Group L.P. Before Argosy, Mr. Kehler was a Managing Director at Drexel Burnham Lambert Incorporated and also worked at Lehman Brothers Kuhn Loeb Incorporated. Mr. Kehler currently serves on the Boards of Directors of Celularity Inc. and NioCorp Developments Ltd. Mr. Kehler previously served as a director of various public and private companies. Mr. Kehler earned his B.S. from The Wharton School of the University of Pennsylvania. Mr. Kehler possesses particular knowledge and experience in corporate finance, investment management, financial analysis and corporate governance that strengthen the Board’s collective qualifications, skills and experience. The foregoing qualifications led to the Board’s conclusion that Mr. Kehler should serve as a member of the Board. Matthew Westwood. Mr. Westwood serves on the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board of PTMN. Mr. Westwood had served as a director of Garrison Capital Inc., a Delaware corporation (“GARS”), from 2011 to 2020. Mr. Westwood formerly served as a managing director and principal of Wilshire Associates Incorporated. While at Wilshire Associates Incorporated, Mr. Westwood was a senior investment professional for Wilshire Private Markets, a global private equity fund of funds. Prior to joining Wilshire Associates Incorporated, Mr. Westwood worked at Ernst & Young LLP where he managed audit and consulting engagements for both public and private clients. During his career, Mr. Westwood has served on numerous private equity limited partner advisory boards. He also formerly served as a member of the board of the Pittsburgh Venture Capital Association and as a member of Wilshire Associates Incorporated’s 401k Committee. Mr. Westwood received a B.S. from Villanova University and an M.B.A. from the University of Pittsburgh. Mr. Westwood is currently an inactive Certified Public Accountant. Mr. Westwood’s experience at a senior level in the asset management industry and as an accountant led the Company’s Nominating and Corporate Governance Committee and Board to conclude that Mr. Westwood is qualified to serve as a director.
Director Compensation
Director Compensation The following table sets forth compensation of the Company’s directors for the fiscal year ended December 31, 2024:
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 | — | — | — | | Patrick Schafer | — | — | — | | Independent Directors: | | | | | Alexander Duka | $115,000 | $115,000 | $343,000 | | George Grunebaum | $102,500 | $102,500 | $330,500 | | Dean C. Kehler | $96,250 | $96,250 | $96,250 | | Christopher Lacovara | $57,750 | $57,750 | $57,750 | | Robert Warshauer | $108,750 | $108,750 | $341,750 | | Matthew Westwood | $96,250 | $96,250 | $96,250 | | Joseph Morea | $96,250 | $96,250 | $96,250 | | Jennifer Kwon Chou | $96,250 | $96,250 | $231,250 |
Director Compensation
| (1) For a discussion of the Company’s independent directors’ compensation, see below. Compensation amounts include compensation relating to fiscal year ended December 31, 2023 that was payable as of December 31, 2023 and paid during the fiscal year ended December 31, 2024. |
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. |