Matthew Westwood
About Matthew Westwood
Matthew Westwood (age 55) is an independent Class I Director of Portman Ridge Finance Corporation, serving since October 2020. He previously was a Managing Director and principal at Wilshire Associates and began his career at Ernst & Young LLP managing audit and consulting engagements. He holds a B.S. from Villanova University, an M.B.A. from the University of Pittsburgh, and is an inactive Certified Public Accountant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wilshire Associates Incorporated | Managing Director and principal; senior investment professional for Wilshire Private Markets (global PE fund-of-funds) | Prior to 2020 (dates not specified) | Led private markets investing; industry LP advisory boards |
| Ernst & Young LLP | Audit/consulting manager for public and private clients | Prior to Wilshire (dates not specified) | Managed audits and consulting engagements; accounting expertise |
| Pittsburgh Venture Capital Association | Board member (prior role) | Not disclosed | Ecosystem engagement |
| Wilshire Associates 401(k) Committee | Member (prior role) | Not disclosed | Benefits governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Garrison Capital Inc. (NASDAQ: GARS) | Director | May 2011 – Oct 2020 | Predecessor BDC exposure; network relevance to PTMN’s space |
Board Governance
- Independence: Westwood is not an “interested person” under the 1940 Act and is independent per Nasdaq rules .
- Committees: Audit Committee (member), Compensation Committee (member), Nominating & Corporate Governance Committee (member). Chairs: Audit—Robert Warshauer; Compensation—Alexander Duka; Nominating—George Grunebaum. Lead Independent Director—Alexander Duka .
- Audit Committee Financial Expert: Warshauer (chair) designated; Grunebaum also designated as financial expert. Westwood is a CPA (inactive) but not designated an ACF Expert .
- Attendance and engagement: In FY2024 the Board met 6 times; each director attended at least 75% of Board and committee meetings. Audit, Compensation, and Nominating Committees each met 4 times in FY2024 .
- Risk oversight: Active oversight via committees; independent directors hold executive sessions without management; compliance officer reports annually .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Westwood – Fees Earned or Paid in Cash ($) | $72,777 | $96,250 |
| PTMN Independent Director Board Fees (Structure) | Amount |
|---|---|
| Annual Board Cash Retainer | $77,000 |
| Lead Independent Director Retainer | $10,000 |
| Audit Committee Chair Retainer | $10,000 |
| Compensation Committee Chair Retainer | $5,000 |
| Nominating & Corporate Governance Chair Retainer | $5,000 |
| Equity or stock-based compensation | None; not paid to independent directors |
| Plan provisions (stock/options/pension for directors) | None maintained |
Notes:
- The company reimburses out-of-pocket director expenses .
- Directors employed by the Adviser or affiliates receive no Board compensation .
Performance Compensation
PTMN (as a BDC) prohibits equity incentive compensation to officers or directors under the 1940 Act; independent directors receive no stock-based awards, options, or performance-linked pay. No director bonuses, PSUs/RSUs, or performance metrics (TSR, EBITDA, ESG) are disclosed for directors .
| Performance Metric | Status |
|---|---|
| Annual/Target Bonuses | Not applicable (no director bonuses disclosed) |
| Stock/Option Awards | Not applicable (prohibited/no stock-based pay to directors) |
| Performance conditions (TSR, EBITDA, ESG) | Not disclosed/not applicable for directors |
| Clawback provisions for director pay | Not disclosed for directors |
| Change-of-control/severance for directors | Not disclosed for directors |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Signal |
|---|---|---|
| Garrison Capital Inc. | Prior directorship (2011–2020) | Historical BDC experience; no current conflict disclosed |
| BC Partners-advised funds (e.g., BCPL, LRFC, ACIF, OCI Fund) | Several PTMN independent directors concurrently serve across fund complex | Structural co-investment framework requires “required majority” approval; alignment and allocation conflicts mitigated via exemptive relief conditions |
Expertise & Qualifications
- Senior asset management experience (private markets fund-of-funds) and audit background; inactive CPA credential enhances financial literacy .
- Private equity LP advisory board service; governance exposure at Wilshire and industry associations .
Equity Ownership
| Metric | FY2024 Record Date (Apr 25, 2025) |
|---|---|
| Shares Beneficially Owned (Westwood) | 4,571 |
| Ownership % of Shares Outstanding | <1% (Company denotes asterisk “Represents less than 1%”) |
| Dollar Range of PTMN Equity | $50,001–$100,000 (based on $12.29 share price as of Apr 25, 2025) |
| Shares Pledged as Collateral | Not disclosed |
| Options/Deferred/Unvested Units | Not disclosed; no director equity programs |
Governance Assessment
- Committee coverage and independence: Westwood serves on all three key committees (Audit, Compensation, Nominating), providing comprehensive oversight. He is independent under 1940 Act/Nasdaq and has audit/accounting credentials, but is not formally designated an Audit Committee Financial Expert—Warshauer and Grunebaum fill that role .
- Attendance: Board and committee activity levels (6 Board meetings; 4 per committee) paired with ≥75% attendance indicate baseline engagement, though exact individual percentages are not disclosed .
- Pay & alignment: Cash-only retainers with no equity may reduce “skin-in-the-game,” but BDC rules prohibit director equity incentives; Westwood holds 4,571 shares with a $50k–$100k range, supporting some alignment .
- Conflicts & related-party exposure: Structural conflicts exist due to external management (Sierra Crest/BC Partners) and co-investment allocations; conflicts are addressed via independent director majority approvals and SEC exemptive relief process requiring “required majority” determinations on fairness and alignment. No Westwood-specific related-party transactions are disclosed .
- Section 16(a): No Westwood delinquencies disclosed; 2024 proxy notes Repertoire fund filing issues, not directors .
Shareholder Voting Signals (2025 Annual Meeting)
| Proposal/Director | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Election – Matthew Westwood | 2,279,564 | 368,349 | 2,992,565 |
| Auditor Ratification (Deloitte) | 5,475,857 For; 81,590 Against; 83,031 Abstain |
RED FLAGS
- External management conflicts: Base and incentive fee structures and co-investment allocations create inherent conflicts; requires vigilant independent director oversight and adherence to exemptive relief protocols .
- Limited equity alignment: Directors cannot receive equity incentives under BDC rules; alignment relies on personal share ownership (Westwood at $50k–$100k range) rather than programmatic ownership guidelines, which are not disclosed .
Summary Notes
- Board effectiveness: Westwood’s committee breadth and CPA background strengthen oversight capacity; lack of ACF Expert designation is offset by other committee experts .
- Engagement signal: Re-election with strong support and active committee service supports investor confidence .