David Held
About David Held
David Held is Chief Compliance Officer of Portman Ridge Finance Corporation (PTMN), having joined the company in August 2021 after serving as Chief Compliance Officer at Lyxor Asset Management Inc.; he is 54 years old as of the 2025 proxy . PTMN’s Board embeds the chief compliance officer into risk oversight, with regular executive sessions and an annual written report, underscoring Held’s central role in compliance and enterprise risk management . Company performance context: net asset value (NAV) per share declined from $22.76 to $19.41 in FY 2024, and management/advisory fees to the external adviser totaled ~$6.6mm base and ~$5.0mm incentive for 2024, framing the operating backdrop during his tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Portman Ridge Finance Corporation (PTMN) | Chief Compliance Officer | Aug 2021–present | Central to Board risk oversight; delivers annual compliance reports and meets in executive session with independent directors |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lyxor Asset Management Inc. | Chief Compliance Officer | Prior to Aug 2021 (dates not disclosed) | Led compliance program at a registered investment adviser; relevant to PTMN’s 1940 Act and SOX code frameworks |
Fixed Compensation
PTMN is an externally managed BDC; executive officers generally do not receive direct compensation from PTMN. Compensation for the Chief Financial Officer and Chief Compliance Officer (and their staff) is set by the Administrator (an affiliate of BC Partners) and reimbursed by PTMN on an allocable-cost basis . Individual pay for David Held is not broken out; only aggregate reimbursement amounts are disclosed.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Administrator-incurred allocable compensation expenses for CFO/CCO/support ($USD Millions) | $2.4 | $1.8 |
| Reimbursement paid by PTMN under Administration Agreement ($USD Millions) | $2.8 | $1.9 |
Notes:
- Compensation Committee is responsible for reviewing/approving reimbursements of the allocable portion of compensation for the Chief Compliance Officer and CFO .
- PTMN does not have employment agreements with executives .
Performance Compensation
Under the 1940 Act, PTMN is prohibited from issuing equity incentive compensation (options, RSUs, PSUs, SARs) to officers or directors; no executive equity awards or option programs exist .
| Incentive Element | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Equity awards (RSUs/PSUs) | Not permitted by 1940 Act | N/A | N/A | N/A | N/A | N/A |
| Stock options | Not permitted by 1940 Act | N/A | N/A | N/A | N/A | N/A |
| Cash bonus | Not disclosed at individual level | N/A | N/A | N/A | N/A | N/A |
Equity Ownership & Alignment
| Item | FY 2024 (Record: Apr 26, 2024) | FY 2025 (Record: Apr 25, 2025) |
|---|---|---|
| Shares outstanding at record date | 9,311,908 | 9,202,870 |
| David Held beneficial ownership (shares) | — (none) | — (none) |
| Ownership (% of outstanding) | ~0% | ~0% |
| Vested vs unvested shares | None; no equity grants to officers | None; no equity grants to officers |
| Options (exercisable/unexercisable) | None; equity incentives prohibited | None; equity incentives prohibited |
| Shares pledged as collateral | Not disclosed; no pledging noted | Not disclosed; no pledging noted |
| Stock ownership guidelines | Not disclosed | Not disclosed |
Additional alignment policies:
- Insider Trading Policy prohibits short sales and transactions in puts, calls, or other derivatives on PTMN securities .
- As an externally managed BDC, executive equity accumulation is not a design lever; alignment is primarily via governance and compliance processes .
Employment Terms
| Term | Details |
|---|---|
| Employment start date | August 2021 (Chief Compliance Officer) |
| Contract term/expiration | PTMN discloses no employment agreements with executives |
| Severance provisions | Not disclosed |
| Change-of-control provisions | Not disclosed |
| Clawback provisions | Not disclosed (Codes of Ethics and Insider Trading Policy disclosed; no compensation clawback terms specified) |
| Non-compete / non-solicit | Not disclosed |
| Garden leave / post-termination consulting | Not disclosed |
Compensation Committee Analysis
- Committee members: Alexander Duka (Chair), George Grunebaum, Dean C. Kehler, Joseph Morea, Robert Warshauer, Matthew Westwood; all independent under Nasdaq and 1940 Act .
- Scope: Reviews and approves reimbursements of the allocable portion of compensation for the Chief Compliance Officer, Chief Financial Officer, and non-investment professionals at the Adviser performing duties for PTMN .
- Equity plans: None; equity incentive compensation to officers/directors is prohibited for BDCs .
- Consultants: Committee may delegate authority to a subcommittee; no compensation consultant conflicts disclosed .
Investment Implications
- Pay-for-performance alignment: With no equity incentives and zero disclosed share ownership, Held’s direct financial alignment with common shareholders is limited; alignment relies on rigorous compliance oversight and Board processes rather than stock-based pay .
- Vesting/selling pressure: No RSUs/options; therefore minimal insider selling pressure linked to vesting schedules for Held .
- Retention risk: Absence of employment agreements and undisclosed severance/CoC terms can modestly elevate retention risk; however, as compensation is administered via the external Administrator and overseen by the Compensation Committee, continuity typically hinges on Adviser staffing rather than PTMN contracts .
- Trading signals: Held is not an owner and has no equity awards, so Form 4-driven signals are minimal; investors should focus on adviser fee dynamics (base ~$6.6mm; incentive ~$5.0mm in 2024) and NAV trajectory as primary performance levers rather than insider activity .
- Governance strength: The Board’s explicit integration of the chief compliance officer into risk oversight and valuation controls supports operational discipline—an important factor for externally managed BDCs .