DEF 14A of Chicago Atlantic BDC, Inc.
Filed Apr 30, 20260001193125-26-192503
PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES
PROPOSAL 1: 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. The Board currently consists of five directors who serve in the following classes: • Class 1— Supurna VedBrat (term ends at the 2028 annual meeting of stockholders); • Class 2—Americo Da Corte and Tracey Brophy Warson (terms end at the Annual Meeting, and, if re-elected, at the Annual Meeting, subsequent terms will end at the 2029 annual meeting of stockholders); and • Class 3—Michael W. Chorske and Scott Gordon (terms end at the 2027 annual meeting of stockholders). Americo Da Corte and Tracey Brophy Warson have been nominated for re-election to the Board as Class 2 directors to serve three-year terms until the 2029 annual meeting of stockholders and until his or her successor is duly elected and qualified. If Mr. Da Corte and Ms. Warson are not re-elected by stockholders at the Annual Meeting, they will remain directors until their successors are duly elected and qualified. Mr. Da Corte and Ms. Warson 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, 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 the director nominees named in this Proxy Statement. If the director nominees should decline or be unable to serve as directors, the persons named as proxies will vote for such other nominees as may be proposed by the Board’s Nominating and Corporate Governance Committee (the "Nominating Committee"). The Board has no reason to believe that the persons named as director nominees 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 the director nominees 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 27, 2026, regarding Mr. Da Corte and Ms. Warson, 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. Mr. Da Corte and Ms. Warson are not being proposed for re-election pursuant to any agreement or understanding between him or her, on the one hand, and the Company or any other person or entity, on the other hand, respectively. 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 2 Directors -- Terms Expiring 2029:
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 2029 | — | | 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 2029 | Independent Director, InterPrivate II Acquisition Corp. (2021-2022); AlTi Global, Inc. (1/2023-Present) |
Information about the Director Nominees and Other Directors
The address for each director is c/o Chicago Atlantic BDC, Inc., 600 Madison Avenue, Suite 1800, New York, New York 10022. (2) Directors serve for three-year terms and until their successors are duly elected and qualified. 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 stage businesses. Ms. Warson has more than 30 years of experience building financial services businesses. Ms. Warson was Chief Executive Officer ("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 Bachelor of Arts 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 2028:
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 | | | | | | 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) |
Information about the Director Nominees and Other Directors
The address for the director is c/o Chicago Atlantic BDC, Inc., 600 Madison Avenue, Suite 1800, New York, New York 10022. (2) Directors serve for three-year terms and until their successors are duly elected and qualified. Supurna VedBrat has served as a member of the Board since 2025. Ms. VedBrat brings over 30 years of experience across the financial services and technology industries, spanning both the U.S. and Europe. She currently serves as an advisor and consultant, and holds board positions at Roadzen, Inc., an AI-driven insurance technology company; South Street Securities, LLC, a registered broker-dealer; and the Company. Previously, Ms. VedBrat served as Head of Global Trading at BlackRock from July 2011 to February 2023, where she oversaw the firm's trading operations across all asset classes and regions. In addition to managing trade execution on behalf of BlackRock's $10 trillion in assets under management, she led innovation and the development of scalable trading solutions often requiring working with banks, exchanges, ecns and other market participants within the financial ecosystem. Ms. VedBrat was also a member of BlackRock's Global Operating Committee, Investment Subcommittee, Human Capital Committee, and Price Valuation Committee. From January 2009 to July 2011, Ms. VedBrat consulted for exchanges and asset management on derivative reform and electronic trading during the Dodd-Frank era. Between March 2004 and January 2009, she held several positions at Bank of America across fixed income, commodities, and distressed debt analysis. Earlier in her career, Ms. VedBrat worked at ING Barings in London and Lehman Brothers in New York and began her professional career as a software engineer at IBM's research center. Ms. VedBrat has completed two terms each on the Commodity Futures Trading Commission ("CFTC") Technology Advisory Committee and the CFTC Global Markets Advisory Committee. She serves on the advisory board of Women in Financial Markets (WIFM), a non-profit dedicated to advancing women in the workforce. Ms. VedBrat was ranked #8 on Institutional Investor's 2018 Trading Tech 40 list and has been recognized with the Financial Markets Luminary Award by Women in Derivatives and the Markets Media Women in Finance Award for Excellence in Leadership. Ms. VedBrat holds a Bachelor of Arts (Honors) in Mathematics from Delhi University, India, and a degree in Computer Science from Rutgers University, USA. 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 3 Directors – Term 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 | | | | | | 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 | — |
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 | | 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) |
Information about the Director Nominees and Other Directors
The address for each director is c/o Chicago Atlantic BDC, Inc., 600 Madison Avenue, Suite 1800, New York, New York 10022. (2) Directors serve for three-year terms and until their successors are duly elected and qualified. (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. 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 currently serves as the Chief Financial Officer ("CFO") at 25:2 Solutions, Inc., an agricultural technologies company, and as 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 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 experience with Victory Capital/East River Ventures, where he invested across the capital structure in technology, healthcare services, biotechnology, consumer packaged goods and natural resources. Mr. Chorske earned his Master of Business Administration degree 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 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 CEO from the Company’s inception until October 2024. Prior to becoming a Partner at Chicago Atlantic in October 2024, Mr. Gordon was the CEO 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 CEO of Silver Spike Acquisition Corp. From September 2020 to January 2024, Mr. Gordon also served as Chairperson of the Board of Directors and CEO 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.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION