Jennifer Kwon Chou
About Jennifer Kwon Chou
Independent director of Portman Ridge Finance Corporation (PTMN), age 45, serving since May 2022 (Class II; term expires 2026). She is Managing Director and Chief Strategy Officer at The Gores Group (2010–present). Education: University of Pennsylvania (undergraduate) and MBA, Northwestern University Kellogg (Robert Toigo Fellow). On PTMN’s board, she serves on the Nominating and Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Gores Group | Managing Director & Chief Strategy Officer | 2010–present | Oversees firm strategy, new products/partnerships; management responsibilities across origination, capital raising, communications, corporate development |
| Sterling Partners | Director | Prior to 2010 (dates not specified) | Private equity experience |
| Lehman Brothers | Capital markets | Prior to Sterling (dates not specified) | Capital markets experience |
| Public Financial Management; Vanguard Group | Early career roles | Not specified | Finance/strategy foundation |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Logan Ridge Finance Corporation (LRFC) | Director | May 2022 | LRFC is part of PTMN “Fund Complex” of affiliated investment companies |
| ContextLogic Inc. | Director | 2025 | Public company directorship |
Board Governance
- Independence: Board determined all current directors are independent except Messrs. Goldthorpe and Schafer → Ms. Chou is independent.
- Committee assignments: Nominating and Corporate Governance Committee member; the committee is chaired by George Grunebaum (members listed include Messrs. Duka, Grunebaum, Morea, Warshauer, Westwood).
- Attendance: In FY2024 the Board met 6 times; each director attended at least 75% of Board/committee meetings on which they served.
- Committee activity: FY2024 meetings — Audit (4), Compensation (4), Nominating & Corporate Governance (4).
- Board leadership: Combined Chair/CEO (Mr. Goldthorpe) with a Lead Independent Director (Mr. Duka). Independent directors meet in executive session; Board annually reviews Advisory Agreement and risk/compliance reports.
Fixed Compensation
| Component | PTMN Amount (FY2024) | Fund Complex Total (FY2024) | Notes |
|---|---|---|---|
| Cash fees paid | $96,250 | $231,250 | Fund Complex includes PTMN, LRFC, BCPL, Alternative Credit Income Fund, and Opportunistic Credit Interval Fund |
| Annual Board Retainer (policy) | $77,000 | — | Plus: Lead Independent Director $10,000; Audit Chair $10,000; N&CG Chair $5,000; Compensation Chair $5,000 |
| Equity/Options | $0 | $0 | PTMN does not maintain a stock or option plan for directors; BDC rules prohibit equity comp to directors |
Notes: Interested directors receive no board compensation; independent directors are reimbursed for out-of-pocket expenses.
Performance Compensation
- PTMN provides no performance-based or equity compensation to directors (no stock, options, or non-equity incentive plans).
| Performance Metric | Target/Weighting | Outcome/Payout |
|---|---|---|
| None disclosed (directors receive no performance-based pay) | — | — |
Other Directorships & Interlocks
- Current public company boards: LRFC (BDC within PTMN’s Fund Complex); ContextLogic Inc.
- Fund Complex oversight: Ms. Chou oversees 2 portfolios in the Fund Complex.
- Potential interlocks: Service at LRFC aligns with PTMN’s externally managed structure; PTMN notes independent directors for affiliated BDCs often overlap.
Expertise & Qualifications
- 20 years of strategy and finance experience; leads strategy, product development, origination, capital raising, communications, and corporate development at Gores.
- Education: University of Pennsylvania; MBA, Northwestern Kellogg; Robert Toigo Fellow.
- Board qualification focus: strategy, private equity, capital markets.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Dollar Range (PTMN) |
|---|---|---|---|
| Jennifer Kwon Chou | — [interpreted as 0] | —% [interpreted as 0.00%] | None |
Additional ownership and alignment notes:
- No stock-based awards outstanding; BDC prohibits equity grants to directors.
- No disclosure of pledged shares or hedging by Ms. Chou; PTMN’s Insider Trading Policy prohibits short sales and transactions in puts, calls, or other derivatives on PTMN stock.
Governance Assessment
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Strengths
- Independent status with committee service on Nominating & Corporate Governance; Board and committees met regularly with documented attendance thresholds met by all directors.
- Structured oversight: Lead Independent Director in place; independent-only executive sessions; annual Advisory Agreement review; formal risk/compliance processes.
- Cash-only director pay avoids option repricing/PSU subjectivity; compensation levels disclosed and aligned with BDC regulatory constraints.
-
Watch items / potential red flags
- RED FLAG: No beneficial ownership of PTMN shares as of the record date (0 shares; “None” dollar range) — potential alignment gap versus owners.
- Fund Complex overlap and external manager model introduce conflicts in allocation and co-investment; mitigated by independent director “required majority” approvals under SEC co-invest exemptive order.
- Combined Chair/CEO structure concentrates leadership; mitigated by Lead Independent Director and independent committee structure.
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Additional context
- Insider Trading Policy restricts shorting and derivative transactions in PTMN stock, limiting hedging against shareholder interests.
- PTMN affirms each director’s independence annually and monitors other board commitments to avoid excess; all FY2024 directors met at least 75% attendance.