Elizabeth Ko
About Elizabeth Ko
Elizabeth Ko (born 1979) is a Class III director of Crescent Capital BDC, Inc. (CCAP), serving since 2021; she is deemed an Interested Director under the Investment Company Act due to her role as Managing Director at Crescent Capital Group LP, CCAP’s affiliated advisor . She focuses on private credit and previously worked in Goldman Sachs’ Bank Debt Portfolio Group and Morgan Stanley’s Financial Institutions Group; she holds an MBA from Wharton and a BA from UC Berkeley . She was elected to the Board effective June 30, 2021, and at that time was appointed Chairman of the Board; she was not named to any Board committee in that 8-K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman, Sachs & Co. | Member, Bank Debt Portfolio Group | Not disclosed | Credit markets experience |
| Morgan Stanley | Member, Financial Institutions Group | Not disclosed | Financial institutions domain expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crescent Capital Group LP | Managing Director (private credit) | Since at least 2007 | Affiliation makes Ko an “Interested Director” at CCAP |
| Other public company boards (past 5 years) | None | — | No other directorships disclosed |
Board Governance
- Classification and independence: Ko is the sole Interested Director on a six-member Board; five members are Independent Directors under Nasdaq rules and the 1940 Act .
- Committee memberships: CCAP’s standing committees (Audit, Nominating, Compensation) are composed entirely of Independent Directors; Ko is not listed as a member of these committees .
- Chair roles: Upon her election in 2021, Ko was appointed Chairman of the Board; not assigned to any committee at that time .
- Attendance: For FY 2024, the Board held five Board meetings, four Audit, two Nominating, and one Compensation meeting; all Directors attended at least 75% of applicable meetings .
- Lead Independent Director / executive sessions: The Board has no designated Lead Independent Director; Independent Directors chair committees and meet as needed without management and the Interested Director .
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Cash retainer and meeting fees | None (Interested Director receives no direct compensation) | None (Interested Director receives no direct compensation) |
| Committee chair/membership fees | None | None |
| Equity grants (DSUs/RSUs/options) | None disclosed | None disclosed |
Executive officers and the Interested Director receive no direct compensation from the Corporation; independent directors receive specified cash fees, but Ko does not as an Interested Director .
Performance Compensation
| Metric Category | Structure | FY 2023 | FY 2024 |
|---|---|---|---|
| Performance-linked director pay (PSUs/TSR/ESG) | Not applicable to Interested Director | None disclosed | None disclosed |
Other Directorships & Interlocks
| Type | Entity | Nature | Potential Governance Implication |
|---|---|---|---|
| Advisor affiliation | Crescent Capital Group LP | Managing Director at CCAP’s affiliated Advisor; CCAP relies on Advisor and Resource Sharing Agreement | Related-party exposure; requires robust conflicts management and Independent Director oversight |
| Fund complex oversight | CCAP fund complex | Ko oversees 1 portfolio company in fund complex as Director | Cross-vehicle oversight within affiliated complex |
| Other public boards (last 5 years) | None | — | Limited external public board interlocks reduce external conflicts |
- Conflict management framework: CCAP has Investment Advisory and Administration Agreements with affiliated entities; Independent Directors annually renew these and oversee valuation, audit, and governance . Base management fee is 1.25% of gross assets (excluding cash equivalents/restricted cash), with incentive fees (income and capital gains) subject to waivers and catch-up features; amounts were significant in 2024 (management fees $20.223M, income incentive fees $18.855M) underscoring the importance of independent oversight . Co-investment policies operate under SEC exemptive relief, requiring a “required majority” of Independent Directors to approve terms as fair and consistent; certain Independent Director conflicts are pre-managed (e.g., Strandberg excluded from required-majority for co-investments tied to prior fund commitments) .
Expertise & Qualifications
- Private credit specialist with deep financial services experience; Managing Director at Crescent; prior roles at Goldman Sachs and Morgan Stanley .
- Education: MBA, Wharton; BA, UC Berkeley .
- Board rationale: CCAP cites Ko’s extensive private credit and Advisor operations knowledge as supporting her Board service .
Equity Ownership
| Holder | Shares Owned | % Outstanding | Dollar Range (as of record date) |
|---|---|---|---|
| Elizabeth Ko (Interested Director) | 0 | — | None |
- Ownership guidelines: No director stock ownership guidelines are disclosed; however, CCAP’s Rule 17j-1 Code of Ethics and Insider Trading Policy prohibit short sales, hedging, margin accounts, or pledging of CCAP securities by Directors .
- Section 16 compliance: CCAP reported each director and executive officer complied with Section 16(a) filing requirements for FY 2023 based on Forms 3/4/5 review .
Governance Assessment
- Strengths: Clear segregation of committee work to Independent Directors; documented risk oversight and annual board self-assessment; stringent insider trading/ethics restrictions (no hedging/pledging) .
- Watchpoints and potential conflicts:
- Interested Director status: Ko’s affiliation with the Advisor is a structural conflict inherent to externally managed BDCs; mitigated via Independent Director-majority committees and SEC exemptive relief requiring Independent Director approvals on co-investments .
- Incentive fee structure: Material advisory fees and incentive mechanics heighten the need for independent oversight of portfolio valuation and investment decisions; Independent-led Audit Committee (financial expert chair) provides a check-and-balance .
- Ownership alignment: Ko holds no CCAP shares and reports “None” in dollar range; while ethics policies restrict hedging and pledging, the lack of personal share ownership can be perceived as lower “skin-in-the-game” alignment for some investors .
- Attendance and engagement: All directors, including Ko, met at least the 75% attendance threshold in FY 2024, supporting baseline engagement .
- Historical chair role: Ko’s 2021 appointment as Board Chairman (per 8-K) indicates prior leadership influence; current proxies do not specify the Board chair position, so investors may wish to confirm current chair status and any role evolution .
Overall signal: Ko provides Advisor-specific domain expertise and continuity with Crescent’s private credit operations, balanced by the Board’s independent committee structure and SEC-governed co-investment oversight; low direct ownership and interested-director status remain recurring governance considerations for investor confidence in externally managed BDCs .