Michael Chorske
About Michael W. Chorske
Michael W. Chorske (born 1968) is an Independent Director of Chicago Atlantic BDC, Inc. (LIEN), serving since 2021; he is a Class 3 director with a term expiring in 2027 and currently serves as the Board’s Lead Independent Director . He is a senior investment and operating executive with experience building entrepreneurial enterprises and managing alternative investment funds; he is Managing Partner at Cryder Partners, previously an Operating Partner at Pegasus Capital Advisors, and earlier founder/executive managing director of Emergent Holdings; he holds an MBA from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| InterTrust Technologies Corp. | Vice President of Finance | Not disclosed | Managed corporate finance activities |
| GCM Capital LP | Partner (managed structured convertibles/PIPE strategy) | Not disclosed | Managed public/private structured convertibles and PIPE strategy |
| Victory Capital/East River Ventures | Venture/PE/LBO investor | ~10 years (not dated) | Invested across technology, healthcare services, biotech, CPG, natural resources |
| Emergent Holdings, LLC | Founder & Executive Managing Director | 2014–2019 | Investor/developer of aquaculture businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cryder Partners | Managing Partner | 2024–Present | Consulting and investment firm |
| Pegasus Capital Advisors, LP | Operating Partner | 2022–2023 | Private markets impact investment manager |
| (Other boards not listed) | — | — | Company notes he has experience “serving on other boards,” but none are enumerated here |
Board Governance
- Independence: Determined independent under the 1940 Act and Nasdaq rules; Audit, Nominating, and Compensation Committees limited to Independent Directors .
- Lead Independent Director: Chorske presides over meetings in the chair’s absence, leads executive sessions of Independent Directors, co-sets agendas, facilitates communication, and acts as key liaison with management .
- Attendance: The Board met 11 times in 2024; each director other than Mr. Bohra attended at least 75% of Board and committee meetings during their service period in 2024 .
- Audit Committee Financial Expert: The Board determined Mr. Chorske is an “audit committee financial expert” under SEC rules .
| Committee | Role | Chair? | 2024 Meetings |
|---|---|---|---|
| Audit | Member | No (Chair: Americo Da Corte) | 4 |
| Nominating & Corporate Governance | Member | No (Chair: Tracey Brophy Warson) | 2 |
| Compensation | Member | No (Chair: Tracey Brophy Warson) | 1 |
Fixed Compensation
- Structure (effective Nov. 6, 2024): Annual retainer $50,000 (payable quarterly; contingent on ≥75% meeting attendance); Committee Chair retainers: Audit $20,000, Compensation $10,000, Nominating $5,000; reimbursement of reasonable out-of-pocket expenses .
- Prior structure (through Nov. 5, 2024): Annual retainer $25,000 (attendance-based), per-meeting fees (Board: $2,000 in-person/$1,000 remote; Committee: $1,000 in-person/$500 remote), Committee Chair retainers $3,500; Special Committee: $5,000 retainer plus $5,000 to Chair, and $1,000 per meeting .
- 2024 Actual Compensation: $65,723 aggregate compensation from the Company (no pension/retirement benefits) .
| Item | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Directors, current) | $50,000 | Payable quarterly; ≥75% attendance condition |
| Audit Chair retainer (if applicable) | $20,000 | Not applicable to Chorske (member) |
| Compensation Chair retainer (if applicable) | $10,000 | Not applicable to Chorske (member) |
| Nominating Chair retainer (if applicable) | $5,000 | Not applicable to Chorske (member) |
| 2024 aggregate compensation | $65,723 | As reported for 2024 |
Performance Compensation
- Directors receive no performance-based bonuses, stock or option grants, and there are no disclosed performance metrics tied to director pay; compensation consists of cash retainers/fees and expense reimbursement .
| Performance Metric | Target/Weight | Payout | Notes |
|---|---|---|---|
| N/A (no director performance plan) | — | — | No stock awards, options, or performance metrics disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Status/Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy lists “—” under other directorships for Chorske |
Expertise & Qualifications
- Designated Audit Committee Financial Expert .
- Extensive alternatives and credit investing background; leadership roles across PE/VC/LBO, PIPE/convertible strategies, and operating/finance roles at growth and public tech companies .
- MBA, Columbia University .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Dollar range of LIEN equity owned (as of Apr 25, 2025) | None | Reported “None” for beneficial ownership dollar range |
| Shares/derivatives detail | Not disclosed | Beneficial owners table shows dashes for his share count; dollar range table governs |
| Stock ownership guidelines (directors) | Not disclosed | No director ownership guideline discussed in proxy |
| Hedging policy | No hedging policy adopted | Company has not adopted employee/officer/director hedging practices/policies |
| Pledging | Not disclosed | No director pledging disclosure specific to Chorske |
Governance Assessment
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Strengths and effectiveness signals:
- Lead Independent Director with explicit authorities over agendas, executive sessions, and Board-management liaison, enhancing independent oversight .
- Independent across all three key committees; designated Audit Committee Financial Expert; committees are composed solely of Independent Directors .
- Board and committees were active in 2024 (Board: 11 meetings; Audit: 4; Nominating: 2; Compensation: 1); Chorske met the ≥75% attendance threshold applied to all but one director .
- Co-investment and allocation conflicts in the BDC/adviser structure are subject to an SEC exemptive order requiring “required majority” Independent Director approvals and formal allocation policies, placing meaningful responsibility on independent directors including Chorske .
-
Risk indicators and potential red flags (alignment/conflicts):
- No director equity ownership disclosed for Chorske as of the record date; combined with an all-cash director compensation program, this limits direct ownership alignment with shareholders .
- Company has not adopted a hedging policy for employees/officers/directors, which can allow transactions that offset exposure to company equity if any were held in the future .
- Adviser-related related-party dynamics (management and fees paid to the Adviser; expense cap carve-outs; affiliated service providers) create inherent conflicts that rely on independent director oversight and committee processes for mitigation .
- Director pay structure changed in late 2024 to a higher fixed annual retainer and eliminated per-meeting fees; while common, it reduces direct per-meeting incentives; attendance-based eligibility remains (≥75%) .