Tracey Brophy Warson
About Tracey Brophy Warson
Tracey Brophy Warson (born 1962) is an Independent Director of Chicago Atlantic BDC, Inc. (LIEN), serving since 2021 as a Class 2 director with a term expiring in 2026 . She is a seasoned financial services leader: CEO of Citi Private Bank North America (2014–2019), Chairperson of Citi Private Bank North America (2019–2020), previously senior roles at US Trust (Bank of America) and Wells Fargo; she holds a B.A. in Business Administration and French from the University of Minnesota and completed a fellowship at Université de Tours . As CEO of Citi Private Bank North America, she oversaw more than $230 billion in client business volume and the business grew revenues substantially; she co-led Citi Women (2014–2018) advancing pay equity and representation goals . She currently serves as President of Lahontan and is on the National Board of Cradles to Crayons .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citi Private Bank North America | CEO | 2014–2019 | Oversaw >$230B client business volume; grew revenues; multiple industry recognitions |
| Citi Private Bank North America | Chairperson | 2019–2020 | Led regional franchise; continued strategic oversight |
| Citi (Citi Women) | Co-Chair | 2014–2018 | Led progress in pay equity, representation goals; UN Women’s Empowerment Principles |
| US Trust, Bank of America Private Wealth Mgmt | Division Executive | Pre-2009 | Built and ran Western Region |
| Wells Fargo Private Bank | EVP & Regional Managing Director | Prior to US Trust | Ran investment mgmt, trust, private banking, wealth planning, brokerage in Bay Area |
| Wells Fargo trading & sales | EVP & Head of Sales & Distribution | Prior to Private Bank role | Led sales and distribution for trading and sales business |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AlTi Global, Inc. (ticker ALTI) | Independent Director | Jan 2023–Present | Form 3 filed 1/13/2023 indicating director status; no securities beneficially owned on filing date |
| InterPrivate II Acquisition Corp. | Director/Nominee | 2021–2022 | Consent to be named as director nominee; SPAC role |
| Lahontan (lifestyle community/country club) | President | Current | Leadership role outside public markets |
| Cradles to Crayons (non-profit) | National Board Member | Current | Focused on ending clothing insecurity for children |
| Advisor/Investor | Strategic advisor & private investor | Current | Advises in Clean Energy, AgTech, FinTech, Cannabis; early-stage portfolio |
Board Governance
- Independence: The Board determined Warson is independent under the 1940 Act and NASDAQ governance regulations; she is among the Independent Directors eligible for Audit, Compensation, and Nominating Committees .
- Committee memberships: She serves on Audit, Compensation, and Nominating Committees; she is Chairperson of both the Compensation Committee and the Nominating Committee .
- Attendance: The Board met 11 times in FY2024; each director other than Mr. Bohra attended at least 75% of Board and applicable committee meetings—Warson met the 75% threshold .
- Committee activity: Audit Committee held four formal meetings in FY2024; Compensation Committee held one formal meeting in FY2024 .
- Board composition: Eight members across three staggered classes; Warson is Class 2 (term ends 2026) .
- Governance transparency: Committee charters are available at lien.chicagoatlantic.com/corporate-governance/documents-and-charters .
Fixed Compensation
| Item | FY/Effective Date | Amount/Terms |
|---|---|---|
| Aggregate cash compensation (Warson) | FY2024 | $67,785 |
| Independent Director annual cash retainer | Effective Nov 6, 2024 | $50,000; payable quarterly; retainer contingent on ≥75% meeting attendance in prior 12 months |
| Chair retainer – Audit Committee | Effective Nov 6, 2024 | $20,000 |
| Chair retainer – Compensation Committee | Effective Nov 6, 2024 | $10,000 |
| Chair retainer – Nominating Committee | Effective Nov 6, 2024 | $5,000 |
| Pre–Nov 6, 2024 annual cash retainer | Prior to Nov 6, 2024 | $25,000; payable once per year (with ≥75% attendance requirement), plus per-meeting fees |
| Pre–Nov 6, 2024 Board meeting fees | Prior to Nov 6, 2024 | $2,000 in-person; $1,000 remote per Board meeting |
| Pre–Nov 6, 2024 Committee meeting fees | Prior to Nov 6, 2024 | $1,000 in-person; $500 remote per committee meeting not concurrent with a Board meeting |
| Pre–Nov 6, 2024 Chair retainers (Audit, Comp, Nominating) | Prior to Nov 6, 2024 | $3,500 per committee chair |
| Special Committee – director retainer | As applicable | $5,000 per Independent Director; Chair additional $5,000; $1,000 per meeting |
Performance Compensation
| Component | Metrics | Terms |
|---|---|---|
| Director performance-based compensation | None disclosed | Director compensation is described as cash retainers and chair fees; no equity or performance-based director awards described in proxy |
| Executive compensation oversight | Reimbursement-based | Compensation Committee reviews and approves reimbursement of CFO/CCO and staff compensation (allocable portion based on time devoted); Company has no employees directly compensated by the Company |
Other Directorships & Interlocks
| Company | Ticker | Role | Tenure | Potential Interlock/Conflict Notes |
|---|---|---|---|---|
| AlTi Global, Inc. | ALTI | Independent Director | Jan 2023–Present | Wealth management firm; Form 3 shows director status; no LIEN-related conflict disclosed |
| InterPrivate II Acquisition Corp. | GETR (successor) | Director/Nominee | 2021–2022 | SPAC role; consent to be named as nominee; no LIEN-related conflict disclosed |
Expertise & Qualifications
- 30+ years building financial services businesses; senior leadership at Citi Private Bank, US Trust, and Wells Fargo .
- Demonstrated P&L leadership and growth (Citi Private Bank North America revenues grew; oversaw >$230B client business volume) .
- Governance and DEI leadership (Citi Women co-chair; UN Women’s Empowerment Principles) .
- Education: B.A. University of Minnesota; fellowship at Université de Tours .
- Sector exposure includes cannabis, clean energy, AgTech, FinTech (advisory roles and Board service) .
Equity Ownership
| Metric | Disclosure |
|---|---|
| Dollar range of LIEN equity beneficially owned (Record Date) | None |
| Section 16(a) compliance in FY2024 | Company believes directors complied with all Section 16(a) filing requirements |
Governance Assessment
- Strengths: Independent status; chairs two key committees (Compensation and Nominating), suggesting strong governance influence and engagement; attendance at or above the 75% threshold; committee charters publicly available; Audit Committee has a designated financial expert (Chorske) and met four times in FY2024 .
- Alignment concerns: Warson reported no LIEN share ownership as of the Record Date; the proxy describes cash-only director compensation without equity grants, which may weaken “skin-in-the-game” alignment for independent directors .
- Compensation structure shift: Effective Nov 6, 2024, the Board increased fixed cash retainers and chair fees while removing per-meeting fees, increasing guaranteed cash compensation (Audit chair $20k; Comp chair $10k; Nominating chair $5k; annual retainer $50k), which may reduce at-risk elements tied to meeting participation compared with prior structure .
- Policies & red flags: The Company has not adopted hedging/derivative policies for directors or employees—a gap versus common best practices; while an insider trading policy exists, the absence of anti-hedging policies can be viewed negatively for alignment .
- Related-party exposure: Advisory and administration arrangements concentrate economics with the Adviser and affiliates; Warson is independent and not identified in related-party transactions; no Warson-specific conflicts disclosed .
RED FLAGS
- No LIEN share ownership disclosed for Warson as of the Record Date, reducing ownership alignment .
- No adopted anti-hedging policy for directors/employees, a governance gap relative to best practices .
- Increased fixed director cash compensation and chair fees as of Nov 6, 2024, with less meeting-linked pay may dilute performance linkage .
Positive Signals
- Independent director chairing both Compensation and Nominating Committees; robust committee activity with Audit meeting four times in FY2024; presence of an Audit Committee financial expert .
- Strong financial services leadership track record and board experience across sectors .