Robert Warshauer
About Robert Warshauer
Independent Class II Director of Portman Ridge Finance Corporation (PTMN) since April 2019; term expires in 2026. Age 67. He is Audit Committee Chair and the Board’s designated “audit committee financial expert.” He is CEO of BLST Holdings, LLC (2020–present) and previously led Imperial Capital’s New York Investment Banking group and co-led its Restructuring practice (2007–2020). Education: M.B.A., New York University; B.S.B.A., Bucknell University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Imperial Capital | Managing Director; Head of Investment Banking – New York; Co-Head of Restructuring Practice | 2007–2020 | Led financings, M&A, restructuring advisory; built NY IB presence |
| Kroll Zolfo Cooper | Managing Director | Not disclosed | Advised on operational issues, acquisitions, recapitalizations |
| Giuliani Capital Advisors LLC / Ernst & Young Corporate Finance LLC | Managing Director; Board of Directors; Commitment Committee member | Not disclosed | Capital advisory and transaction approval responsibilities |
| Various operating companies | CEO/President (retail business >500 locations & 5,000 employees; international business services/manufacturing with operations in 16 countries; President/Director of a public technology company) | Not disclosed | P&L leadership; public company board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BLST Holdings, LLC | Chief Executive Officer | 2020–present | Current operating role |
| Icon Parking Holdings, LLC | Board Member | 2020–April 2023 | Former directorship |
| Global Knowledge Inc. | Board Member | 2020–2021 | Former directorship |
| MD America, LLC | Board Member | 2020 | Former directorship |
| Estrella Media, Inc. | Board Member | 2019–2021 | Former directorship |
| BC Partners Lending Corporation (BCPL) | Director | Since 2018 | Part of PTMN “Fund Complex” |
| Alternative Credit Income Fund | Trustee | Since 2020 | Part of PTMN “Fund Complex” |
| Logan Ridge Finance Corporation (LRFC) | Director | Since July 2021 | Part of PTMN “Fund Complex” |
| Opportunistic Credit Interval Fund | Trustee | Since April 2022 | Part of PTMN “Fund Complex” |
Board Governance
- Committees and roles (PTMN): Audit Committee Chair and “audit committee financial expert”; member, Compensation Committee; member, Nominating & Corporate Governance Committee .
- Independence: The Board determined all directors other than Messrs. Goldthorpe and Schafer are independent under Nasdaq/1940 Act standards; Warshauer is an independent director (not an “interested person”) .
- Attendance: The PTMN Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings on which they served .
- Committee activity: Audit Committee met 4 times in 2024; Compensation Committee met 4 times; Nominating & Corporate Governance Committee met 4 times .
- Board leadership context: Lead Independent Director is Alexander Duka; independent directors meet in executive session without management and meet with the CCO in executive session at least annually .
Fixed Compensation
| Component | PTMN Amount (FY2024) | Notes |
|---|---|---|
| Fees earned (cash) | $108,750 | Director cash compensation from PTMN |
| Total from Fund Complex | $341,750 | Aggregate across PTMN, LRFC, BCPL, Alternative Credit Income Fund, Opportunistic Credit Interval Fund |
| Fee schedule (PTMN) | Board retainer $77,000; Audit Chair +$10,000; Nominating Chair +$5,000; Compensation Chair +$5,000; Lead Independent +$10,000 | Independent directors reimbursed for expenses; no stock-based compensation |
- PTMN does not maintain stock/option plans, non‑equity incentive plans, or pension plans for directors .
Performance Compensation
| Performance Element | Structure | Disclosure |
|---|---|---|
| Equity incentive awards (RSUs/PSUs/options) | Not permitted | The 1940 Act prohibits issuing equity incentive compensation (options, SARs, restricted stock/stock) to PTMN officers or directors |
| Annual/long-term cash bonus | Not disclosed for directors | Director compensation is cash retainers/fees; no bonus metrics disclosed |
No performance metrics, vesting schedules, or clawbacks apply to director compensation; stock-based awards are prohibited, reducing “pay-for-performance” alignment but limiting dilution/option risk .
Other Directorships & Interlocks
| Organization | Role | Affiliation/Interlock |
|---|---|---|
| BCPL; LRFC; Alternative Credit Income Fund; Opportunistic Credit Interval Fund | Director/Trustee roles | All are within the PTMN “Fund Complex,” sharing the same adviser/affiliates (BC Partners Credit/Sierra Crest) |
| Context on conflicts | — | PTMN discloses material conflicts due to overlapping mandates across adviser‑affiliated funds; co‑investment requires a “required majority” of independent directors to approve terms as fair and consistent with objectives |
Expertise & Qualifications
- Designated “audit committee financial expert” based on finance/accounting experience .
- 25+ years in financings, M&A, and restructurings, including senior investment banking leadership and operating CEO experience across multiple industries .
- M.B.A. (NYU) and B.S.B.A. (Bucknell University) .
Equity Ownership
| Metric | Value |
|---|---|
| PTMN common stock beneficially owned | 2,000 shares; less than 1% of class |
| Dollar range of PTMN equity | $10,001–$50,000 (based on $12.29 share price on Apr 25, 2025) |
| Interests in adviser-affiliated vehicles | BCPL common stock: Over $100,000; BCP Special Opportunities Fund I LP: $50,001–$100,000 |
| Pledging/hedging | Insider Trading Policy prohibits short sales and derivatives in PTMN securities by directors; no pledging disclosure provided |
Governance Assessment
Strengths
- Independent director serving as Audit Committee Chair and designated “audit committee financial expert,” enhancing financial oversight and credibility with auditors .
- Deep restructuring and capital markets background aligned to BDC credit and valuation risks .
- Committee engagement across all three key committees; committees and Board met regularly in 2024 with minimum 75% attendance achieved by all directors .
- Insider Trading Policy restricts shorting/derivative transactions in PTMN securities, lowering hedging/pledging risk signals .
Watch items / potential conflicts
- Multiple roles and personal investments across adviser‑affiliated funds (BCPL, ACIF, LRFC, OCI Fund) can create perceived conflicts in opportunity allocation and governance interlocks, though PTMN relies on an SEC co‑investment order and required‑majority independent director approvals to mitigate overreach and ensure fairness .
- External management fee structure (base and incentive fees) can create potential misalignment of adviser incentives with shareholder returns; Board oversight and annual advisory agreement review by independent directors are key mitigants .
- Ownership alignment in PTMN is modest (2,000 shares; <$50k–$100k range category), though directors do not receive stock‑based compensation due to 1940 Act constraints .
Notes on Independence and Attendance
- The Board determined Mr. Warshauer is independent under Nasdaq/1940 Act standards; only Messrs. Goldthorpe and Schafer are non‑independent .
- PTMN reported 6 Board meetings in 2024; each director met the 75% attendance threshold; Audit, Compensation, and Nominating Committees each met four times .