Joseph Morea
About Joseph Morea
Independent Class II Director of Portman Ridge Finance Corporation (PTMN) since October 2020; term expires in 2026. Age 70. Former Vice Chairman and Managing Director at RBC Capital Markets (led U.S. Equity Capital Markets, U.S. Investment Banking and U.S. Commitment Committee). Education: B.S. (Albany State University) and M.B.A. (St. John’s University – Tobin College); inactive Certified Public Accountant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RBC Capital Markets | Vice Chairman & Managing Director; led U.S. Equity Capital Markets, U.S. Investment Banking, and U.S. Commitment Committee | 2003–June 2012 | Senior leadership over capital markets and banking |
| UBS, PaineWebber, Smith Barney | Equity Capital Markets roles (earlier career) | Not specified | Built capital markets expertise |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Industrial Logistics Properties Trust (ILPT) | Director | Since Jan 2018 | Public REIT; current board seat |
| Seven Hills Realty Trust (SEVN) | Director | Since Jun 2017 | Public real estate finance REIT; current board seat |
| TravelCenters of America LLC | Director | Feb 2015–May 2023 | Prior public board |
| First Eagle Senior Loan Fund (f/k/a THL Credit Senior Loan Fund) | Director | Jun 2013–Dec 2021 | Prior public fund board |
| Eagle Growth and Income Opportunities Fund | Director | 2015–2020 | Prior public fund board |
| RMR Real Estate Income Fund | Director | 2016–2020 | Prior public fund board |
| Garrison Capital Inc. | Director | 2015–Oct 2020 | Prior BDC board |
Board Governance
- Independence: The Board determined all directors other than Messrs. Goldthorpe and Schafer are independent under the 1940 Act and Nasdaq rules; Mr. Morea is independent .
- Committee assignments: Member, Compensation Committee; Member, Nominating and Corporate Governance Committee .
- Committee chairs (for context): Audit—Robert Warshauer; Compensation—Alexander Duka; Nominating & Corporate Governance—George Grunebaum .
- Lead Independent Director: Alexander Duka .
- Attendance and engagement: Board met 6 times in FY2024; each director attended at least 75% of Board and committee meetings during 2024; Audit, Compensation, and Nominating committees each met 4 times .
- Executive sessions and oversight: Independent directors meet in executive session; Board oversees adviser annually and risk via committees; compliance officer meets with independent directors at least annually .
Fixed Compensation
| Metric | FY2024 |
|---|---|
| Fees earned or paid in cash – Joseph Morea | $96,250 |
| Annual Board retainer (independent directors) | $77,000 (current policy) |
| Additional cash retainers (lead independent / committee chairs) | Lead independent $10,000; Audit Chair $10,000; Compensation Chair $5,000; Nominating Chair $5,000 |
| Stock-based compensation | None; directors do not receive stock or options |
| Expense reimbursement | Reimbursed for out-of-pocket expenses |
Notes: Compensation amounts include items relating to FY2023 that were payable at 12/31/2023 and paid in FY2024, per proxy footnote (affects comparability) .
Performance Compensation
| Component | FY2024 |
|---|---|
| Cash bonus | None disclosed for directors |
| Equity awards (RSU/PSU/options) | Not permitted; BDC prohibits equity incentive compensation to officers/directors |
| Pension/SERP/Deferred comp | None disclosed for directors |
| Meeting fees | Not specified; compensation structure disclosed via retainers above |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | ILPT (since 2018); SEVN (since 2017) |
| Fund complex oversight | Oversees 1 portfolio in PTMN’s fund complex (indicates not serving on BCPL/LRFC boards) |
| Potential interlocks | Other PTMN independent directors serve on affiliated funds (BCPL, LRFC), but Mr. Morea is not listed as serving on those; reduces intra-complex interlock risk for him |
| Related-party transactions | Proxy does not identify any related-party transactions involving Mr. Morea; related-person policies and adviser conflicts described generally |
Expertise & Qualifications
- Capital markets leadership: Former Vice Chairman & MD at RBC Capital Markets; prior roles at UBS, PaineWebber, Smith Barney .
- Financial credentials: M.B.A.; inactive CPA .
- Board experience: Service across multiple public boards in REITs and funds; PTMN notes his capital markets expertise as rationale for Board service .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (PTMN) | 862 shares |
| Ownership (% of outstanding) | Less than 1% |
| Dollar range of ownership | $10,001–$50,000 (based on $12.29/sh on April 25, 2025) |
| Options/derivatives | None disclosed; directors do not receive stock/options |
| Shares pledged | Not disclosed in proxy |
| Insider trading policy highlights | Prohibits short sales and transactions in puts/calls/derivatives on PTMN securities |
Governance Assessment
-
Strengths
- Independent director with capital markets depth; sits on Compensation and Nominating committees—key levers for governance, oversight of reimbursements to CFO/CCO and board composition .
- Board-level safeguards: majority independent Board; independent-only committees; annual advisory agreement review; executive sessions; robust insider trading policy .
- Attendance threshold met (≥75%) in 2024; Board and all committees met regularly, indicating active governance cadence .
-
Watch items
- Alignment: Small personal PTMN shareholding (862 shares; <$50k) suggests limited direct “skin in the game” typical for externally managed BDCs where equity awards are prohibited for directors .
- Adviser-related conflicts exist at the company level (co-investment/allocation dynamics); mitigated by required independent director approvals and exemptive order conditions, but remains an evergreen risk area to monitor .
-
Red flags
- None specifically identified for Mr. Morea: no director-level related-party transactions disclosed; no attendance shortfalls; no equity repricing, hedging, or pledging disclosures tied to him .
Overall, Mr. Morea is an independent, committee-engaged director with substantial capital markets experience. His cash-only compensation and limited PTMN share ownership are consistent with BDC constraints but may modestly temper ownership alignment; company-level adviser conflicts are structured with independent oversight requirements. Continued monitoring of committee decisions (Compensation and Nominating) and any future related-party disclosures is warranted .