DEF 14A of BCP Investment Corp
Filed Apr 29, 20260001193125-26-191971
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. BCIC’s Board currently consists of eight members, six 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 BCIC’s Board is independent. Under the Certificate of Incorporation of BCIC, 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 Ms. Kwon Chou and Messrs. Morea and Warshauer has been nominated for re-election to the Board of BCIC, for a three-year term expiring at the 2029 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 BCIC’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 BCIC 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 Year of Birth(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 (1976) | Class III Director since April 2019; term expires in 2027 | President and CEO of BCIC since April 2019 and BC Partners Lending Corporation (“BCPL”) since April 2018, Alternative Credit Income Fund since October 2020 and 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 served as President and CEO of Logan Ridge Finance Corporation (“LRFC”) from 2021 to 2025. 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 Runway Growth Finance Corp. since March 2025, 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 the board of trustees of the Opportunistic Credit Interval Fund since April 2022; a former member of the board of directors of LRFC from 2021 to 2025. |
Directors
| Name, Address, and Year of Birth(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 (1985) | Class III Director since April 2024; term expires in 2027 | Chief Investment Officer of BCIC 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 (1966) | Class III Director since April 2019; term expires in 2027 | Independent Director, Runway Growth Finance Corp. from March 2025 to present, 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 the board of trustees of the Opportunistic Credit Interval Fund since April 2022; a member of the board of directors of Runway Growth Finance Corp. since March 2025, a former member of the board of trustees of Bondhouse Investment Trust from 2019 to 2020; a former member of the board of directors of LRFC from 2021 to 2025. | | George Grunebaum (1963) | Class I Director since April 2019; term expires in 2028 | Chief Executive Officer of Ashmore Investment | 4 | A member of the board of trustees of Ashmore Funds since |
Directors
| Name, Address, and Year of Birth(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) | | | | 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, from 2000 to 2024. | | 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 the board of trustees of the Opportunistic Credit Interval Fund since April 2022; a former member of the board of directors of LRFC from 2021 to 2025. | | Dean C. Kehler (1957) | Class I Director since February 2012; term expires 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. from July 2021 to May 2024, and NioCorp Developments Ltd. | | Robert Warshauer* (1958) | Class II Director since April 2019; term expires, if elected, in 2029 | Chief Executive Officer of BLST Holdings, LLC (2020 – 2025). 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 | 5 | A member of the board of directors of Runway Growth Finance Corp. since March 2025, 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 the board of directors of Carbon Health Technologies since 2026; Board Member, Global Knowledge Inc. (education service) (2020-2021); a member of the board of trustees of the Opportunistic Credit |
Directors
| Name, Address, and Year of Birth(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) | | | | 2021; MD America, LLC (energy company), 2020; and Estrella Media, Inc. (Spanish language media), 2019 to 2021. | | Interval Fund since April 2022; a former member of the board of directors of LRFC from 2021 to 2025; a former member of the board of directors of Synthego Corp. from April 2025 to August 2025; a former member of the board of directors of Accuride Corporation from January 2025 to March 2025; a former member of the board of directors of Chicken Soup for the Soul Entertainment, Inc. from May 2024 to July 2024. | | Joseph Morea* (1955) | Class II Director since October 2020; term expires, if elected, in 2029 | Former Principal for Berkeley Realty Ventures, LLC. | 2 | A member of the board of directors / board of trustees of: BCPL since 2025, 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. |
Directors
| Name, Address, and Year of Birth(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) | | | | | | from 2015 to October 2020. | | Jennifer Kwon Chou* (1979) | Class II Director since May 2022; term expires, if elected, in 2029 | Co-founder, President and Partner at Torch Key Asset Management, LLC (2026-present); Managing Director and Chief Strategy Officer of the Gores Group (2010-2026). | 2 | A member of the board of directors of ContextLogic Inc. since 2025; a member of the board of directors of Runway Growth Finance Corp. since 2025, a former member of the board of directors of LRFC from 2022 to 2025. |
Directors
| * Director nominee of BCIC. |
Directors
| (1) The address of all directors is c/o BCP Investment Corporation, 650 Madison Avenue, 3rd Floor, New York, NY 10022. |
Directors
| (2) “Fund Complex” includes BCIC, BCPL, Alternative Credit Income Fund, Opportunistic Credit Interval Fund and Runway Growth Finance Corp. |
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 Jennifer Kwon Chou. Ms. Chou serves on the Nominating and Corporate Governance Committee of the Board. Ms. Chou has nearly 25 years of strategy and finance experience. Currently, Ms. Chou is a Co-Founder, President and Partner of Torch Key Asset Management (“TKAM”) where she oversees origination, capital raising and operations. Prior to launching TKAM, Ms. Chou was a Senior Managing Director and Chief Strategy Officer of The Gores Group (“Gores”) for 16 years where she led firm strategy and the development of new products and partnerships. She also had management responsibilities over the firm’s origination, capital raising, external communications, and corporate development functions. Prior to joining Gores, Ms. Chou was a Director at Sterling Partners and 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. Ms. Chou possesses particular knowledge and experience in corporate finance, investment management, and financial analysis that strengthen the Board’s collective qualifications, skills and experience. The foregoing qualifications led to the Board’s conclusion that Ms. Chou should serve as a member of the Board. Joseph Morea. Mr. Morea serves on the Compensation Committee and Nominating and Corporate Governance Committee of the Board. Mr. Morea had served as a director of GARS from 2015 to 2020. Mr. Morea also serves as a director for Industrial Logistics Properties Trust, a REIT primarily investing in industrial and logistics properties, since January 2018, for Seven Hills Realty Trust, a real estate finance company primarily investing in first mortgage loans secured by middle market and transitional commercial real estate, since June 2017, for TravelCenters of America LLC, a company that operates full-service facilities along highways, from February 2015 to May 2023 and for First Eagle Senior Loan Fund, an investment company primarily investing in bank loans, from June 2013 to December 2021. Additionally, he served as a director for Eagle Growth and Income Opportunities Fund, an investment company primarily investing in equity and fixed income securities, from 2015 to 2020 and RMR Real Estate Income Fund, an investment company primarily investing in common and preferred securities issued by REITs and other real estate companies, from 2016 to 2020. Mr. Morea served as the Vice Chairman and Managing Director of RBC Capital Markets from 2003 through June 2012. In this position, Mr. Morea led the U.S. Equity Capital Markets Division, the U.S. Investment Banking Division and the U.S. Commitment Committee. Earlier in his career, Mr. Morea held positions in equity capital markets at UBS, Inc., PaineWebber, Inc. and Smith Barney, Inc. Mr. Morea received a B.S. from Albany State University and a M.B.A. from The Peter J. Tobin College of Business at St. John’s University. Mr. Morea is also an inactive Certified Public Accountant. Mr. Morea’s extensive knowledge of capital markets and his experience as a director with other investment companies led the Nominating and Corporate Governance Committee and Board to conclude that Mr. Morea is qualified to serve as a director. Robert Warshauer. Mr. Warshauer is the chairman of the Audit Committee of the Board of BCIC. Mr. Warshauer also serves on the Nominating and Governance Committee and Compensation Committee of the Board of BCIC. Mr. Warshauer was the Chief Executive Officer of BLST Holdings, LLC until its sale in November 2025. Formerly, he was Head of the Investment Banking Group – New York, and Co-Head of the Restructuring Practice in Imperial Capital’s New York Investment Banking Group from 2007 to 2020. He has over 35 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 successor affiliates. 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. He is a former member of the board of directors of the American Bankruptcy Institute, and has served as independent board director of over two dozen public and private 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, the Board determined that Mr. Warshauer is an “audit committee financial expert” as defined under SEC rules, and that he is qualified to serve as chairman of the Audit Committee of the Board. The foregoing qualifications led to the Board’s conclusion that Mr. Warshauer 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, 2025:
Director Compensation
| | Fees Earned or Paid in Cash(1)(2) | Total Compensation from Fund Paid to Directors | | Interested Directors: | | | | Ted Goldthorpe | — | — | | Patrick Schafer | — | — | | Independent Directors: | | | | Alexander Duka | $92,000 | $92,000 | | George Grunebaum | $82,000 | $82,000 | | Dean C. Kehler | $77,000 | $77,000 | | Robert Warshauer | $87,000 | $87,000 | | Matthew Westwood(3) | $57,750 | $57,750 | | Joseph Morea | $77,000 | $77,000 | | Jennifer Kwon Chou | $77,000 | $77,000 |
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, 2024 that was payable as of December 31, 2024 and paid during the fiscal year ended December 31, 2025. |
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) Mr. Westwood resigned from his role as an independent director on October 14, 2025. |