Jennifer Chou
About Jennifer Chou
Jennifer Chou (age 45) is an independent director of LOGC, appointed in March 2025, and serves as Audit Committee Chair and a member of the Compensation Committee. The Board has designated her an “audit committee financial expert.” She is Senior Managing Director and Chief Strategy Officer at The Gores Group, with 20+ years in private equity, capital markets, and trading; education: B.A., University of Pennsylvania; MBA, Northwestern (Kellogg) .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| The Gores Group | Senior Managing Director & Chief Strategy Officer | 2010–present | Oversees firm strategy, product/partnership development, origination, capital raising, corporate development |
| Sterling Partners | Director | 2009–2010 | PE investing |
| Lehman Brothers | Capital Markets (Summer Associate) | Summer 2008 | Capital markets exposure |
| Public Financial Management | Associate, Public Utilities Group | 2004–2007 | Public finance advisory |
| Vanguard Group | Trader | 2002–2004 | Trading experience |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Portman Ridge Finance Corporation (BDC; BC Partners affiliate) | Independent Director | May 2022 | BC Partners affiliated platform |
| Logan Ridge Finance Corporation (BDC; BC Partners affiliate) | Independent Director | May 2022 | BC Partners affiliated platform |
| Runway Growth Finance Corp. | Independent Director | As of Mar 2025 | Public BDC |
Board Governance
- Committee assignments: Audit Committee Chair and Compensation Committee Member; appointed to both committees in March 2025; named Audit Chair in April 2025 .
- Financial expertise: Board determined Chou qualifies as an “audit committee financial expert” .
- Independence: Board affirmatively determined current non-employee directors (including Chou) are independent under Nasdaq standards .
- Term/tenure: Class III nominee up for election at 2025 annual meeting to serve until the 2028 annual meeting if elected .
- Attendance/engagement: Board held 22 meetings in 2024; all directors met ≥75% attendance, but Chou joined in 2025 (no 2024 attendance applicable). Audit Committee held 6 meetings in 2024; new membership (including Chou) established in 2025 .
Fixed Compensation (Director)
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer (Non-employee Director) | $150,000 | Standard annual retainer |
| Committee Chair retainers | Audit $20,000; Compensation $15,000; Nominating & Gov $10,000 | Annual amounts |
| Committee member retainers | Audit $10,000; Compensation $7,500; Nominating & Gov $5,000 | Annual amounts |
| Form of payment | Directors may elect RSUs in lieu of cash (annual election; 1-year vest; pro-rata on separation) | Program mechanics |
| Expense reimbursement | Reasonable Board/committee meeting and director education expenses | Standard practice |
Notes: A special Transaction Committee paid $35,000 per month Nov 15, 2024–Mar 10, 2025; this preceded Chou’s Board appointment in March 2025 .
Performance Compensation (Director Equity)
| Equity Type | Grant Policy | Vesting | Valuation Basis |
|---|---|---|---|
| Annual RSU (2024 program) | $150,000 grant value for non-employee directors | Full vest at 1-year; pro-rata on early departure | Closing price on grant date |
| Initial RSU (2024 program for newly appointed) | $440,000 grant value | Full vest at 1-year; pro-rata on early departure | 30-day VWAP prior to grant |
| Change in control | Director RSUs vest in full upon change in control (per plan) | Accelerated vesting | 2020 Plan terms |
Observations: LOGC uses time-based RSUs for directors; there are no disclosed performance metrics for director equity grants .
Other Directorships & Interlocks
| Linkage | Detail | Governance Implication |
|---|---|---|
| BC Partners affiliation | BC Partners invested $75M via Class A convertible preferred units in Holdings LLC (LOGC subsidiary) in Mar 2025; investor consent required for acquisitions; BC Partners leaders (Ted Goldthorpe—Board Chair; Mark Ward—Director) serve on LOGC Board/committees | Potential influence concentration; investor consent rights + affiliated directors raise sensitivity for conflicts and robust Audit/NCG oversight |
| Chou’s roles at BC Partners–affiliated BDCs | Independent director at Portman Ridge and Logan Ridge (affiliates of BC Partners) while BC Partners is a significant investor in LOGC’s structure | Information interlocks; treat as heightened related-party sensitivity even though company reports no related-party transactions above thresholds |
Expertise & Qualifications
- Capital markets and PE strategy leader; 20+ years across PE, capital markets, trading (Gores, Sterling Partners, Lehman, PFM, Vanguard) .
- Audit Committee financial expert; financial sophistication recognized by Board .
- Education: B.A. (University of Pennsylvania), MBA (Northwestern Kellogg) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (SEC definition) | 0 shares; <1% | RSUs not vesting within 60 days excluded from “beneficial ownership” |
| Unvested RSUs held | 56,701 units | Subject to vesting beyond 60 days as of Apr 2025 (also reflected as of May 2025) |
| Hedging/pledging | Prohibited for directors and officers under insider trading policy | Hedge and pledge bans enhance alignment |
| Ownership guidelines | No formal director ownership requirements; encouraged | Encouragement stated; no mandated multiples |
Governance Assessment
-
Strengths:
- Independent Audit Chair and designated financial expert; robust audit charter scope (risk oversight incl. financial reporting, internal controls, compliance, cyber/data governance) .
- Clear director compensation framework; ability to take equity instead of cash aligns interests .
- Hedging and pledging prohibitions; clawback policy in place consistent with SEC/Nasdaq rules .
-
Watch items / potential RED FLAGS:
- Interlocks with BC Partners: LOGC’s Holdings LLC financing and investor consent rights (BC Partners) plus two BC Partners leaders on LOGC Board; Chou’s independent directorships at BC Partners–affiliated BDCs heighten conflict sensitivity, though LOGC reports no related-party transactions above thresholds. Ensure continued recusal protocols and strong Nominating & Governance oversight on transactions involving BC Partners or affiliates .
- Market/listing context: LOGC voluntarily moved to OTCQB in June 2025; the Board’s effectiveness and investor confidence will hinge on transparent disclosure and strategic deployment of NOLs—areas under Audit Committee purview for disclosure controls .
-
Independence/attendance:
- Board affirmed independence for non-employee directors (including Chou) .
- 2024 attendance metrics strong overall, but Chou joined in 2025; future attendance should be monitored in next proxy .
Appendix Tables
Committee Assignments (current)
| Committee | Role |
|---|---|
| Audit Committee | Chair |
| Compensation Committee | Member |
Director Compensation Program (reference)
| Item | Amount |
|---|---|
| Non-employee director cash retainer | $150,000 |
| Audit Chair retainer | $20,000 |
| Compensation Chair retainer | $15,000 |
| Nominating & Gov Chair retainer | $10,000 |
| Audit member | $10,000 |
| Compensation member | $7,500 |
| Nominating & Gov member | $5,000 |
| Annual RSU (2024 program) | $150,000 grant value; 1-year vest |
| Initial RSU (2024 program) | $440,000 grant value; 1-year vest |
Beneficial Ownership Snapshot (as of record dates)
| Holder | Beneficial Shares | % | Unvested RSUs |
|---|---|---|---|
| Jennifer Chou | — | — | 56,701 |
| Jennifer Chou | — | — | 56,701 (as of May 19, 2025) |
Elections and Term
| Class | Election Year | Term Ends |
|---|---|---|
| Class III | 2025 | 2028 (if elected) |
Policies and Safeguards
- Related party transactions: Audit Committee oversees; Company disclosed no related-party transactions above thresholds since Jan 1, 2024 .
- Insider trading policy: Prohibits hedging and pledging by directors/officers .
- Clawback: Policy consistent with SEC/Nasdaq; recovery of incentive comp upon restatement .
Conclusion: Chou brings strong financial oversight credentials as Audit Chair and is recognized as a financial expert. Given LOGC’s investor structure with BC Partners, her independent roles at BC Partners–affiliated BDCs merit heightened conflict vigilance and clear recusals, but current disclosures show no related-party transactions. Equity alignment via RSUs and governance policies (hedge/pledge bans, clawback) support investor confidence .