Patrick McCauley
About Patrick McCauley
Patrick McCauley (born 1967) is an Independent Director of Chicago Atlantic BDC, Inc. (LIEN), serving since March 2025 as a Class 3 director with a term expiring at the 2027 annual meeting. He is CEO/Owner of Bridgewell Agribusiness LLC and previously served as President/CEO of Bridgewell Resources; earlier he spent 22 years at Susquehanna International Group (SIG) in senior trading and operating roles. He holds a B.A. from Swarthmore College and an MBA from Vanderbilt University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bridgewell Agribusiness LLC (SWAB) | Chief Executive Officer and Owner | Jan 2018–Present | Leads commodity-based sales/trading platform serving food and ag customers |
| Bridgewell Resources | President and Chief Executive Officer | Oct 2013–2017 | Ran lumber-focused sales/trading platform across construction, utility, retail |
| Susquehanna International Group (SIG) | COO; Head of Business Development; Head of Equity Trading; Head of Trader Development/Education | 22 years (dates not disclosed) | Senior leadership across trading and firm development; built internal decision science curriculum |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Bridgewell Agribusiness LLC (SWAB) | CEO/Owner | Private company | Commodity-based sales and trading (Portland, OR) |
| Educational/Community | Instructor/Seminar leader | — | Decision Science seminars; independent study curriculum for local high school students |
Board Governance
- Status: Independent Director under the 1940 Act; Board limits Audit, Compensation, and Nominating committees to Independent Directors .
- Board structure: Classified board; McCauley is Class 3; term expires 2027 .
- Lead Independent Director: Michael W. Chorske .
- Committees (current membership and chairs): McCauley serves on all three standing committees; chairs noted below .
- Audit Committee: Member; Chair—Americo Da Corte; Chorske designated “audit committee financial expert” .
- Nominating & Corporate Governance Committee: Member; Chair—Tracey Brophy Warson .
- Compensation Committee: Member; Chair—Tracey Brophy Warson .
- Meetings cadence (FY 2024): Board met 11 times; Audit 4; Nominating 2; Compensation 1. Attendance ≥75% for all directors except Mr. Bohra (note: McCauley joined in 2025, so 2024 attendance metrics pre-date his service) .
Fixed Compensation
Director cash compensation structure (Independent Directors):
| Component | Amount/Terms | Effective/Notes |
|---|---|---|
| Annual retainer (Independent Directors) | $50,000, payable quarterly; requires ≥75% meeting attendance in prior 12 months | Effective Nov 6, 2024 |
| Audit Committee Chair retainer | $20,000 | |
| Compensation Committee Chair retainer | $10,000 | |
| Nominating Committee Chair retainer | $5,000 | |
| Reimbursement | Reasonable out-of-pocket expenses for Board/committee meetings | |
| Legacy structure (pre–Nov 6, 2024) | $25,000 annual retainer (attendance-based) + meeting fees ($2,000 in-person/$1,000 remote Board; $1,000 in-person/$500 remote Committee) + $3,500 per committee chair | Superseded Nov 6, 2024 |
| Special Committee fees (if applicable) | $5,000 retainer per director; +$5,000 to Chair; $1,000 per meeting |
Director compensation paid for FY 2024 (pre-appointment):
| Name | Aggregate Compensation from Company (FY 2024) | Notes |
|---|---|---|
| Patrick McCauley | — (appointed Mar 13, 2025) | Reflects no FY 2024 service |
Performance Compensation
| Performance-linked element | Status for Directors |
|---|---|
| Equity grants (RSUs/PSUs), options | Not disclosed for directors in the proxy; director pay presented as cash fees |
| Performance metrics (TSR, revenue/EBITDA goals, ESG) | Not applicable for director compensation as disclosed |
| Clawback/gross-ups | Not disclosed for directors in proxy; Company maintains Code of Conduct and insider trading policies |
Other Directorships & Interlocks
| Entity | Public/Private | Role | Overlaps/Conflicts |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for McCauley |
Context on potential interlocks/conflicts at the company level (not specific to McCauley):
- Adviser-related affiliations: Investment Adviser is controlled by directors/officers (Gordon, Mazarakis; others are partners). Fees include 1.75% base management fee on gross assets and 20% incentive fees (income and capital gains) .
- Co-investment/allocations: SEC exemptive order governs co-investments; investment allocation policy to manage conflicts; Audit Committee reviews related person transactions .
Expertise & Qualifications
- Capital markets and trading leadership (COO, Head of Equity Trading at SIG) and decision science curriculum development .
- Operating executive experience building and running commodity and lumber trading platforms (Bridgewell Agribusiness; Bridgewell Resources) .
- Academic credentials: B.A. (Swarthmore); MBA (Vanderbilt) .
Equity Ownership
As of April 25, 2025 (record date), director beneficial ownership and dollar range:
| Holder | Shares Beneficially Owned | % Outstanding | Dollar Range (at $10.65/share) |
|---|---|---|---|
| Patrick McCauley | — | — | None |
Company hedging policy note:
- The Company has not adopted policies restricting employees or directors from entering into hedging transactions (e.g., collars, swaps) to offset decreases in the Company’s stock value .
Insider Filings and Tenure Milestones
| Item | Date | Detail |
|---|---|---|
| Appointment to Board | Mar 13, 2025 | Appointed Class 3 Director; replaces Mr. Papastavrou; term to 2027 annual meeting |
| Initial ownership (Form 3) | Filed Mar 21, 2025 (event Mar 13, 2025) | Initial Statement of Beneficial Ownership filed by Patrick Robert McCauley |
Governance Assessment
- Independence and committee load: McCauley is independent and sits on all three key committees (Audit, Nominating, Compensation), supporting board oversight breadth; none of these committees include “interested” directors, and Da Corte/Warson chair key committees while Chorske is lead independent director .
- Alignment: As of the 2025 record date, McCauley reported no beneficial ownership and “None” dollar range, which may evolve given his recent appointment in March 2025 .
- Pay structure: Director compensation is cash-only retainers with an increased flat annual retainer (post–Nov 6, 2024), eliminating per-meeting fees—simplifies incentives and reduces meeting-driven pay variability . No performance-linked director compensation is disclosed .
- Related-party/conflict environment: The Company’s Adviser is controlled by board members/management; conflicts are addressed via an investment allocation policy, SEC co-investment exemptive order, and Audit Committee related-party review—key for independent directors to monitor actively .
- Risk indicator: The Company has not adopted a hedging policy for employees/directors, which some investors view as a potential alignment concern if insiders could hedge equity exposure .
Net takeaways for investor confidence: McCauley brings deep trading/operational expertise and occupies all core oversight committees as an independent director –. Monitoring his equity accumulation over time (currently none) and the board’s handling of Adviser-related conflicts remain key governance watchpoints –.