Kathleen Briscoe
About Kathleen S. Briscoe
Independent Director of Crescent Capital BDC, Inc. (CCAP); born 1960; director since December 2019. Partner and Chief Capital Officer at Dermody Properties; BA in Policy Studies and Sociology from Dartmouth College; MBA from Harvard University . She is classified as an Independent Director under Nasdaq rules; CCAP’s board has no Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dermody Properties | Partner & Chief Capital Officer | Past five years (current) | Capital raising/strategy leadership |
| Griffin Capital Essential Asset REIT, Inc. | Independent Director; Chair, Capital Committee | Since March 2016 | Nominating & Corporate Governance Committee member; Capital Committee chair |
| Crescent Acquisition Corp (SPAC) | Independent Director; Chair, Audit Committee | Since March 2019 | Audit leadership role |
| Resmark Properties | Independent Director | Past five years (current) | Governance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crescent Private Credit Income Corp. (CPCI) | Director | Past five years (current) | Part of CCAP “Fund Complex” |
| CCS IX BDC | Director | Past five years (current) | Part of CCAP “Fund Complex” |
| Board of Regents – Friends of Dartmouth Rowing | Director | Past five years (current) | Non-profit governance |
| NAREIM; AFIRE; Real Estate Roundtable | Board/member | Past five years (current) | Industry organizations |
Board Governance
- Committees: Audit; Nominating & Corporate Governance; Compensation (all Independent Directors are members; Mr. Strong chairs Audit; Mr. Segal chairs Nominating; Mr. Strandberg chairs Compensation) .
- Attendance: In FY2024, the Board held 5 meetings; Audit 4; Nominating 2; Compensation 1. All Directors attended at least 75% of meetings of the Board and respective committees while serving .
- Independence: Five of six directors are Independent; Briscoe is Independent; board has no Lead Independent Director; Independent Directors meet as needed without management .
- Audit Committee involvement: Briscoe is an Audit Committee member and signatory to the Audit Committee Report .
Fixed Compensation
| Component | FY 2024 Terms | FY 2024 Paid (CCAP) | Source |
|---|---|---|---|
| Annual cash retainer | $105,000 | Included in total | |
| Regular Board meeting fee | $2,500 per meeting | Included in total | |
| Special Board meeting fee | $1,000 per meeting | Included in total | |
| Committee meeting fee | $1,000 per meeting | Included in total | |
| Audit Committee Chair fee | +$12,500 (not applicable to Briscoe) | — | |
| Nominating Chair fee | +$5,000 (not applicable to Briscoe) | — | |
| Compensation Chair fee | +$5,000 (not applicable to Briscoe) | — | |
| Aggregate compensation from CCAP | — | $119,500 | |
| Aggregate compensation from Fund Complex (CCAP, CPCI, CCS IX BDC) | — | $185,000 |
Performance Compensation
| Metric | FY 2024 Disclosure | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs/Options) | None disclosed for Independent Directors | Proxy describes cash-based director compensation; no equity grants shown |
| Performance bonus/metrics | Not applicable | Directors compensated via retainers/meeting fees; no TSR/EBITDA/ESG metrics disclosed |
Other Directorships & Interlocks
| Company | Relationship to CCAP | Role for Briscoe | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| CPCI | Same fund complex/affiliated adviser (Crescent) | Director | Co-investment policy requires “required majority” of Independent Directors to approve; mitigates overreach risk |
| CCS IX BDC | Same fund complex/affiliated adviser (Crescent) | Director | Same exemptive relief and allocation framework applies |
| Griffin Capital Essential Asset REIT, Inc. | Unrelated issuer | Independent Director; Capital Committee Chair | Real estate expertise leveraged; not a CCAP competitor |
| Resmark Properties | Unrelated issuer | Independent Director | Private equity real estate; no CCAP transactional disclosure |
| Crescent Acquisition Corp (SPAC) | Unrelated issuer | Audit Committee Chair | SPAC governance experience |
Expertise & Qualifications
- Capital formation and institutional real estate: Partner/Chief Capital Officer at Dermody Properties .
- Governance credentials: Service on multiple boards and industry organizations (NAREIM, AFIRE, Real Estate Roundtable) .
- Education: BA Dartmouth; MBA Harvard .
Equity Ownership
| As of Record Date (March 19, 2025) | Shares Owned | % Outstanding | Dollar Range Category |
|---|---|---|---|
| CCAP common stock | 0 | — | None |
| Citations: |
- Hedging/shorting/pledging: CCAP’s Insider Trading Policy and Rule 17j-1 Code of Ethics prohibit short sales, derivatives, holding CCAP securities in margin accounts or pledging as collateral, and hedging/monetization transactions by Directors .
Governance Assessment
- Strengths: Independent status; multi-committee membership and Audit Committee involvement; satisfactory attendance (≥75%); deep capital markets and real estate expertise beneficial for BDC credit and valuation oversight .
- Alignment considerations: Briscoe held no CCAP shares as of the 2025 record date and reported “None” dollar range, which may be viewed as limited “skin-in-the-game” versus peers with holdings .
- Interlocks/conflicts: Concurrent directorships at CPCI and CCS IX BDC (same fund complex managed by Crescent) create potential affiliation exposure; however, CCAP maintains SEC exemptive relief for co-investments and requires a “required majority” of Independent Directors to conclude terms are fair and not overreaching, which mitigates risk .
- Board structure: No Lead Independent Director, but a high ratio of Independent Directors and independent committee chairs; Independent Directors meet as needed without management .
RED FLAGS
- Zero share ownership may signal weaker ownership alignment for an Independent Director, though policies restrict hedging/pledging .
- Fund complex interlocks (CPCI, CCS IX BDC) warrant monitoring of co-investment approvals and allocation fairness, despite established procedures and exemptive relief .