Americo Da Corte
About Americo Da Corte
Americo Da Corte (born 1950) is an independent Class 2 director of Chicago Atlantic BDC, Inc. (LIEN), serving since 2021 with his current term expiring at the 2026 annual meeting. He brings over four decades of asset management and lending experience with a focus on risk management and emerging markets, including senior roles at Waypoint Asset Management, Forum Asset Management, Darby Overseas Investments, and ING . He is designated independent under the Investment Company Act and NASDAQ rules and met the company’s attendance threshold in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waypoint Asset Management LLC | Chief Operating Officer & Risk Manager | 2013–Present | Risk oversight in distressed and special situations EM strategies |
| Pegasus Capital Advisors, LP | Operating Partner | Feb 2022–Present | Operating partner at private markets impact investor |
| Forum Asset Management | Co-Founder & Principal | 2001–2012 | Co-founded and led EM-focused asset manager |
| Darby Overseas Investments | Managing Director | 1999–2001 | EM investing leadership |
| ING | Managing Director | 1990–1999 | Senior lending/asset management responsibilities |
External Roles
| Organization | Role | Status |
|---|---|---|
| Pegasus Capital Advisors, LP | Operating Partner | Current |
| Waypoint Asset Management LLC | COO & Risk Manager | Current |
Board Governance
- Classification and tenure: Class 2 director; term expires 2026; director since 2021 .
- Independence: Determined independent under the 1940 Act and NASDAQ governance regulations .
- Committee assignments: Audit Committee (Chair), Nominating Committee (member), Compensation Committee (member) .
- Attendance and engagement: Board met 11 times in FY2024; each director other than Mr. Bohra attended at least 75% of Board and committee meetings—Da Corte met the threshold .
- Lead Independent Director / executive sessions: Lead Independent Director (Chorske) presides over executive sessions of independent directors; independent directors meet in executive session regularly without management .
| Committee | Role | Notes |
|---|---|---|
| Audit Committee | Chair | Oversees audits, internal controls, valuation guidelines; 4 formal meetings in FY2024 |
| Nominating Committee | Member | Governance principles, board evaluations, succession planning; 2 formal meetings in FY2024 |
| Compensation Committee | Member | Reviews reimbursement for CFO/CCO and staff; 1 formal meeting in FY2024 |
Fixed Compensation
| Item | Amount | Effective Date / Notes |
|---|---|---|
| Annual Independent Director retainer | $50,000 | Payable quarterly; requires ≥75% attendance; effective Nov 6, 2024 |
| Audit Committee Chair retainer | $20,000 | Effective Nov 6, 2024 |
| Compensation Committee Chair retainer | $10,000 | Not applicable (Warson is Chair) |
| Nominating Committee Chair retainer | $5,000 | Not applicable (Warson is Chair) |
| Legacy per-meeting fees | $2,000 in-person Board; $1,000 remote; $1,000/$500 committee; $3,500 chair stipends | Structure in place prior to Nov 6, 2024 |
| FY2024 aggregate compensation (cash) | $61,745 | Reported for Da Corte |
Performance Compensation
| Metric | Description/Target | Applied to Da Corte |
|---|---|---|
| Equity awards (RSUs/PSUs/options) | Not disclosed for directors in proxy; director comp presented as cash retainers and meeting/chair fees | None disclosed |
| Performance-based cash (bonus) | Not disclosed for directors | None disclosed |
| Vesting/performance metrics | Not disclosed | N/A |
The proxy’s director compensation section lists cash retainers and fees; it does not report director equity grants or performance-based awards for independent directors .
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| — | — | No other public company directorships disclosed |
Expertise & Qualifications
- Risk management and EM credit: COO/Risk Manager at Waypoint; senior EM roles at Darby and ING .
- Asset management leadership: Co-founded Forum Asset Management; decades in distressed/special situations .
- Audit chair suitability: Background aligns with oversight of valuation, controls, and audit processes .
Equity Ownership
| Item | Value | As of |
|---|---|---|
| Beneficial ownership (shares) | 0 | Record Date: Apr 25, 2025 |
| Ownership % of outstanding | 0.00% (out of 22,820,408 shares) | Record Date: Apr 25, 2025 |
| Dollar range of equity owned | None | Record Date: Apr 25, 2025 |
| Pledged or hedged shares | Not disclosed; company has not adopted hedging policy for insiders | Policy note |
Governance Assessment
- Positives:
- Independent status and active engagement: Determined independent; met ≥75% attendance; serves across three key committees including chairing Audit—supportive of board effectiveness .
- Audit leadership and controls: As Audit Chair, oversees auditor independence, internal controls, valuation guidelines; committee pre-approves services; recommended FY2024 financials inclusion and FY2025 auditor ratification—supports investor confidence .
- Related-party oversight process: Audit Committee reviews related-person transactions; co-investment conflicts addressed via SEC exemptive order and allocation policy with independent director required-majority safeguards .
- Watch items / RED FLAGS:
- Zero share ownership: Da Corte reported “None” in dollar range and no beneficial ownership—weakens alignment signal absent equity ownership guidelines .
- Adviser-affiliate conflicts at company level: Multiple directors/executives affiliated with the Adviser; fee structures (1.75% base mgmt fee plus dual 20% incentive fees) necessitate rigorous independent oversight; Audit/Nominating/Compensation Committees are independent, but conflicts persist structurally .
- No hedging policy restrictions: Company has not adopted practices restricting hedging transactions by directors/officers—shareholder alignment risk if hedging occurs, though no specific hedging disclosed .
- Compensation structure signal:
- Shift in 2024 to higher fixed retainer and elimination of per-meeting fee emphasis (effective Nov 6, 2024), plus enhanced chair stipends, standardizes director pay and emphasizes role-based responsibility over attendance-driven fees; Da Corte’s FY2024 cash total was $61,745 under the blended regime .