Scott Gordon
About Scott Gordon
Scott Gordon (born 1961) is Executive Chairman of the Board and Co‑Chief Investment Officer of Chicago Atlantic BDC, Inc. (LIEN). He has served as Executive Chairman since the company’s inception; he became Co‑CIO in October 2024 and previously served as CEO from inception until October 2024 . Gordon is deemed an “interested person” under the 1940 Act due to his affiliation with the Adviser and sits on LIEN’s investment committee, with a lead independent director structure and fully independent Audit, Compensation, and Nominating committees providing oversight . Education: Bowdoin College (1983) . Company performance context: LIEN reported revenues of $1.76 million in FY 2024 vs $0.20 million in FY 2023 and net income of $9.62 million in FY 2024 vs $7.34 million in FY 2023, reflecting profitability despite small revenue base .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Silver Spike Capital | Founder & CEO | 3/2019–10/2024 | Founded cannabis-focused investment platform that included LIEN’s Adviser . |
| Egg Rock Holdings (Papa & Barkley) | Co‑founder & Chairman | Pre‑2016 (not specified) | Built consumer brand and operations in cannabis/CBD across manufacturing, processing, logistics . |
| Fintech Advisory Inc. | President | 2016–2019 | Led multi‑billion family office investments in emerging markets . |
| Taconic Capital Advisors | Portfolio Manager | late 2013–2016 | Managed multi‑strategy portfolios . |
| Caxton Associates | Partner & Portfolio Manager | 2009–2012 | Ran portfolio management mandates . |
| Marathon Asset Management | Senior MD & Head of Emerging Markets | 2007–2009 | Led EM business . |
| Bank of America; ING Capital | Leadership roles | not specified | Senior roles in capital markets . |
| JPMorgan | Founding member, Emerging Markets business | circa 1983 | Helped establish EM franchise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| WM Technology, Inc. (Weedmaps) | Independent Director | 6/2019–Present | Board service at cannabis tech marketplace . |
| Silver Spike Acquisition Corp | Chair & CEO | 2019–6/2021 | Led SPAC platform . |
| Silver Spike Acquisition Corp II | Chair & CEO; Director | 9/2020–1/2024 | Led second SPAC; board tenure through Jan 2024 . |
Fixed Compensation
LIEN does not directly compensate its executive officers; it has no employees. The company reimburses the Adviser for an allocable portion of compensation for the CCO and CFO and their staffs (time-based allocation). Investment Committee members, including Gordon, share in Adviser profits (which include fees payable under the Investment Advisory Agreement) rather than receiving direct company pay .
| Component | Amount/Policy | Notes |
|---|---|---|
| Executive cash (salary/bonus) | None | No direct compensation from LIEN to executives; reimbursements limited to CCO/CFO staff allocations . |
| Independent Director cash retainer | $50,000 per year | Payable quarterly; 75% attendance requirement . |
| Committee chair retainers | Audit $20,000; Compensation $10,000; Nominating $5,000 | Independent directors only . |
| Pre‑Nov 6, 2024 structure | Lower base + meeting fees | Prior retainer $25,000 plus per‑meeting fees; updated to retainer-only model Nov 2024 . |
| Interested directors (e.g., Gordon) | No director fees | No compensation paid to interested directors under 1940 Act . |
Performance Compensation
Executive economic exposure is primarily via Adviser fee economics rather than LIEN-granted equity or cash incentives.
| Metric | Weighting/Rate | Target/Hurdle | Actual | Payout Formula | Vesting |
|---|---|---|---|---|---|
| Incentive Fee on Income (Adviser) | 20% of Pre‑Incentive Fee Net Investment Income | Subject to preferred return “hurdle” and “catch‑up” | Not disclosed | 20% of quarterly Pre‑Incentive Fee NII above hurdle; paid quarterly in arrears . | N/A (fee, not equity) |
| Incentive Fee on Capital Gains (Adviser) | 20% of realized capital gains (cumulative) | Net of realized losses and unrealized depreciation | Not disclosed | 20% of realized gains since inception; payable annually or upon termination . | N/A |
| Base Management Fee (Adviser) | 1.75% of gross assets (ex‑cash) | N/A | N/A | Quarterly base fee on gross assets, including leverage . | N/A |
Expense Limitation Agreement caps certain operating expenses at 2.15% of net assets through Sept 30, 2025, excluding base and incentive fees and capital raising costs; clarified Feb 14, 2025 .
Equity Ownership & Alignment
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 3,850,800 shares | 16.9% of outstanding (22,820,408 shares as of Apr 25, 2025) . |
| Direct shares | 35,024 | Held directly by Gordon . |
| Indirect shares | 3,815,776 | Held via the Adviser; Gordon disclaims beneficial ownership except to his pecuniary interest . |
| Ownership dollar range | Over $100,000 | Based on $10.65 share price at record date; includes Adviser-held shares . |
| Options/RSUs/PSUs | Not disclosed | No company equity awards disclosed for executives . |
| Exercisable vs unexercisable | Not disclosed | N/A. |
| Pledging | Not disclosed | No pledging disclosure found. |
| Hedging policy | No anti‑hedging policy adopted | Company has not adopted policies restricting hedging by employees/directors . |
| Ownership guidelines | Not disclosed | No stated director/executive ownership guidelines. |
Employment Terms
| Term | Detail | Notes |
|---|---|---|
| Role tenure | Executive Chairman since inception; Co‑CIO since Oct 2024; CEO until Oct 2024 | Provides continuity and investment oversight . |
| Employment status | Not a direct employee of LIEN | Executives receive no direct company compensation . |
| Contract term/expiration | Not disclosed | — |
| Severance; change‑of‑control | Not disclosed | No executive severance or CoC terms disclosed. |
| Non‑compete/non‑solicit | Not disclosed | — |
| Clawback provisions | Not disclosed | Company has a Code of Business Conduct & Ethics; no clawback detail . |
| Garden leave/consulting | Not disclosed | — |
Board Governance
- Board classification and service: Gordon is a Class 3 director since 2021; term expires 2027; serves as Executive Chair and Co‑CIO, and on the investment committee .
- Independence: Gordon is an “interested director” under the 1940 Act due to his Adviser affiliation .
- Lead Independent Director: Michael W. Chorske serves as Lead Independent Director with defined responsibilities and regular executive sessions of independent directors .
- Committee structure: Audit, Compensation, and Nominating committees are comprised solely of independent directors .
- Meeting attendance: Board met 11 times in FY 2024; all directors except Mr. Bohra attended at least 75% of combined Board/committee meetings .
- Director pay: Independent director compensation summarized above; interested directors receive no director fees .
Company Performance (Context for Tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $410,000 | $196,251 | $1,759,910 |
| Net Income - (IS) (USD) | $1,708,108* | $7,340,108 | $9,622,538 |
- Values retrieved from S&P Global.
Compensation Structure Analysis
- Shift to Adviser economics: Executives’ compensation is indirectly tied to Adviser fee revenue (base fee on gross assets and incentive fees on NII and capital gains), not LIEN‑granted equity or salary/bonus. This can increase emphasis on asset growth (gross assets basis) and NII/capital gains realization over traditional pay-for-performance equity alignment at the issuer level .
- Governance mitigants: Independent committees and a Lead Independent Director provide oversight; regular executive sessions of independent directors are in place .
- Policy red flag: No anti‑hedging policy adopted for employees/directors, which can weaken alignment if insiders hedge exposures; pledging policy not disclosed .
Risk Indicators & Related Party Considerations
- Related party transactions: LIEN’s Investment Advisory Agreement with the Adviser (controlled by Gordon and other partners) sets base and incentive fees; conflicts disclosed, including valuation participation and fee bases tied to gross assets and unrealized elements impacting capital gains fees .
- Expense cap: Expense Limitation Agreement caps certain operating expenses at 2.15% of net assets through Sept 30, 2025, excluding base/incentive fees and capital raising costs (clarified Feb 14, 2025) .
- Legal/SEC actions: No disclosures of investigations or legal proceedings specific to Gordon found in reviewed documents.
- Say‑on‑pay: Not applicable; executives not directly compensated by LIEN .
Compensation Committee Analysis
| Aspect | Detail |
|---|---|
| Composition | Bohra, Chorske, Da Corte, McCauley, VedBrat, Warson; all independent for 1940 Act/NASDAQ . |
| Chair | Tracey Brophy Warson . |
| Consultant use | Committee has authority to engage outside advisers; actual engagement not disclosed . |
| Activity | Held one formal meeting in FY 2024 . |
| Scope | Reviews reimbursement for CFO/CCO; no executive compensation report since execs not directly compensated . |
Investment Implications
- Alignment: Gordon’s sizable beneficial stake (16.9% including indirect Adviser-held shares) aligns interests with shareholders, though indirect ownership via the Adviser and disclaimer of beneficial ownership complicate pure alignment analysis .
- Dual-role and independence: Executive Chair + Co‑CIO + Adviser Partner status raise conflict risks typical of BDC/adviser structures; independent committees, lead director, and executive sessions mitigate but do not eliminate concerns .
- Incentive structure: Adviser fee mechanics (1.75% of gross assets; 20% NII/capital gains fees) can favor asset growth, NII optimization, and realized gains—investors should monitor leverage, asset mix, and valuation practices given disclosed conflicts in the valuation process impacting fees .
- Policy watchouts: Absence of anti‑hedging policy is a governance red flag; pledging policy not disclosed—monitor Form 4 filings for hedging/pledging behavior and insider sales pressure .
- Execution track record: Career history in EM credit and cannabis financing suggests sector expertise and network advantages; recent corporate transition (Loan Portfolio Acquisition/Joint Venture, renaming to LIEN) indicates strategic repositioning in 2024 under Gordon’s leadership continuity .