Patrick Schafer
About Patrick Schafer
Patrick Schafer is PTMN’s Chief Investment Officer (CIO) and an “interested” Class III director. The proxy lists his age as 39 in the executive officers section and 40 in the directors section; he has served as CIO since April 2019 and was appointed to the PTMN board in April 2024 with a term expiring in 2027 . He holds a BBA from the University of Notre Dame and previously served as a Managing Director in Direct Originations at Apollo Global Management; prior roles include three years at Deutsche Bank Securities in Investment Banking . PTMN does not directly compensate executive officers and is prohibited under the 1940 Act from issuing equity incentive compensation to officers/directors; as such, PTMN does not disclose TSR-, revenue-, or EBITDA-linked incentive outcomes for Schafer at the company level .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Apollo Global Management (Opportunistic Credit) | Managing Director, Direct Originations | 2011–2018 | Led direct originations within Opportunistic Credit; senior deal origination experience |
| Deutsche Bank Securities (Investment Banking Division) | Investment Banking | ~3 years (pre-2011) | Investment banking experience; platform for transition to credit origination |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BC Partners Credit (BCP Credit) | Managing Director | Since May 2018 | Senior role at PTMN’s affiliated adviser; alignment with PTMN’s credit strategy; counted as “interested person” under 1940 Act |
| Other Directorships (past 5 years) | — | — | None disclosed |
Fixed Compensation
PTMN does not directly compensate its executive officers; compensation of investment professionals is paid by the external Adviser or affiliates. PTMN is prohibited under the 1940 Act from issuing equity incentive compensation (options, restricted stock/RSUs) to its officers/directors .
| Component | Amount/Term | Notes |
|---|---|---|
| Base Salary (PTMN) | — | Executive officers generally do not receive direct compensation from PTMN |
| Target Bonus % (PTMN) | — | Not applicable; PTMN does not disclose executive bonus targets |
| Actual Bonus Paid (PTMN) | — | Not applicable |
| Director Fees (PTMN) | $0 | Interested directors (incl. Schafer) receive no board compensation from PTMN |
| Pension/SERP | — | Not applicable; PTMN does not maintain these for directors; execs not paid by PTMN |
| Perquisites | — | Not disclosed |
Performance Compensation
PTMN does not operate an executive equity incentive program and does not directly pay executive compensation; therefore, no performance metrics, weightings, targets, payouts, or vesting schedules are disclosed for Schafer at the PTMN level .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| — | — | — | — | — | — |
PTMN’s Insider Trading Policy prohibits short sales and derivative short positions in PTMN securities by officers/directors; pledging policy is not specifically disclosed in the proxy .
Equity Ownership & Alignment
| Holder | Shares Owned | % of Class | Dollar Range | As-of Context |
|---|---|---|---|---|
| Patrick Schafer | 8,974 | <1% (asterisked) | Over $100,000 | Based on 9,202,870 shares outstanding; dollar range based on $12.29 closing price on Apr 25, 2025 |
| Directors & Officers (group) | 194,592 | 2.11% | — | Aggregate beneficial ownership |
- Stock ownership guidelines for directors/executives are not disclosed in the proxy; no indication of shares pledged as collateral .
- PTMN prohibits officers/directors from short sales and certain derivatives; hedging restrictions are noted, but pledging is not addressed in the cited policy section .
Employment Terms
| Item | Disclosure |
|---|---|
| Employment Agreement (PTMN) | None; PTMN states the Company does not have any employment agreements |
| Severance Provisions | Not disclosed (no PTMN employment agreement) |
| Change-of-Control Terms | Not disclosed at PTMN; executive compensation is paid by Adviser |
| Non-Compete / Non-Solicit | Not disclosed |
| Clawback Provisions | Not disclosed; Code of Business Conduct and Insider Trading Policy in place |
| Deferred Compensation | Not disclosed |
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Class III Director since April 2024; term expires in 2027 |
| Independence | Not independent; “interested person” under the 1940 Act |
| Committee Roles | None; Audit, Compensation, and Nominating/Corporate Governance committees comprised solely of independent directors |
| Board Leadership | CEO/Chairman dual role (Goldthorpe); Lead Independent Director: Alexander Duka |
| Meetings/Attendance | Board met six times in FY2024; each director attended ≥75% of meetings |
| Fund Complex Oversight | Oversees 1 portfolio within the fund complex |
Director Compensation (Context)
- Independent director fees: $77,000 annual retainer; $10,000 Lead Independent Director; $10,000 Audit Chair; $5,000 Nominating Chair; $5,000 Compensation Chair; no stock-based comp for directors .
- Interested directors (incl. Schafer) receive no cash/equity compensation for board service from PTMN .
Compensation Committee Analysis
- Composition: Independent directors only; current members include Duka (Chair), Grunebaum, Kehler, Morea, Warshauer, Westwood .
- Scope: PTMN no longer compensates executive officers directly; committee reviews reimbursement of allocable compensation for CFO/CCO and other non-investment staff performing PTMN duties; met four times in FY2024 .
- Consultants/Interlocks: No compensation committee interlocks or insider participation as defined by SEC rules during FY2024 .
Related Party & Conflict Considerations
- Affiliation: Officers/directors (incl. Schafer) have roles at PTMN’s Adviser and related entities, producing potential conflicts in opportunity allocation; PTMN operates under an SEC co-investment exemptive order requiring “required majority” approval by independent directors for co-investments .
- Governance mitigants: Majority independent board; lead independent director; committee structures entirely independent; CEO/Chairman duality retained with noted rationale .
Performance & Track Record
- PTMN performance metrics tied to Schafer’s compensation are not disclosed due to PTMN’s structure (no direct executive compensation from PTMN; no equity incentives for officers/directors) .
- Background/experience: Seven years at Apollo in Opportunistic Credit (Direct Originations MD); prior Deutsche Bank Investment Banking; BBA Notre Dame .
Investment Implications
- Pay-for-performance alignment: PTMN does not directly compensate executive officers and cannot grant equity incentives to officers/directors under the 1940 Act; this limits direct PTMN-aligned incentive levers for Schafer. Alignment is primarily through beneficial ownership (8,974 shares, <$1% of class) and his role at the affiliated Adviser, which introduces potential conflicts but is governed by independent committee approvals for co-investments .
- Insider selling pressure: No Form 4 data could be retrieved in this session; the proxy shows modest beneficial ownership and no director equity grants (interested directors receive no board pay), reducing mechanical vesting/selling pressure from PTMN equity awards. Hedging via short sales/derivatives is prohibited; pledging policy not disclosed .
- Retention risk: No PTMN employment agreement, severance, or CoC terms disclosed; as an Adviser-compensated executive, retention levers likely reside with the Adviser rather than PTMN, which investors should evaluate in conjunction with Adviser incentives and fund-complex roles .
- Governance signals: CEO/Chairman duality remains; oversight mitigated by lead independent director and independent committees. Conflicts from Adviser affiliations are acknowledged and constrained via the SEC exemptive order mechanics (required majority of independent directors) .