Ted Goldthorpe
About Ted Goldthorpe
Ted Goldthorpe (age 48) is President, CEO and Chairman of Portman Ridge Finance Corporation (PTMN), serving as CEO since April 2019 and Chair under the Board’s current leadership structure . He is Managing Partner of BC Partners Credit, launched BC Partners’ credit business in 2017, previously served as President of Apollo Investment Corporation and CIO of Apollo Investment Management (2012–2016), and spent 13 years at Goldman Sachs leading bank loan distressed investing and principal capital investing for the Special Situations Group . Company performance under his tenure (select disclosed metrics): investment portfolio fair value $405.0 million as of 12/31/2024 , weighted average contractual rate ~11.3% and six investments on non‑accrual at year-end 2024 , with NAV per share moving from $22.76 (12/31/2023) to $19.41 (12/31/2024) as assets and liabilities evolved . PTMN announced a pending merger with Logan Ridge Finance Corporation (LRFC), which management acknowledges could affect operations during the pendency period .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BC Partners Credit (BCP Credit) | Managing Partner; launched BCP Credit | 2017–present | Built integrated private credit platform within BC Partners; leads investment team and serves on BC Partners’ PE Investment Committee . |
| Apollo Investment Corporation / Apollo Investment Management | President (AINV); CIO (AIM) | 2012–2016 | Led U.S. Opportunistic Platform and Private Origination; member of Apollo’s Senior Management Committee . |
| Goldman Sachs | Various senior roles (incl. head of bank loan distressed investing; head of Principal Capital Investing, Special Situations Group) | ~13 years (prior to 2012) | Led distressed bank loan investing; principal capital deployment in special situations . |
External Roles
| Organization | Position | Tenure | Notes |
|---|---|---|---|
| Mount Logan Capital Inc. | CEO and Chairman; Director | CEO/Chair current; Director since Oct 2018 | Executive and board leadership at affiliated platform . |
| BC Partners Lending Corporation (BCPL) | Director | Since 2018 | Fund complex oversight . |
| Alternative Credit Income Fund | Trustee | Since 2020 | Board/trustee role . |
| Logan Ridge Finance Corporation (LRFC) | Director | Since July 2021 | Board role within BCP Credit complex . |
| Opportunistic Credit Interval Fund | Trustee | Since April 2022 | Board/trustee role . |
Fixed Compensation
PTMN is externally managed; executive officers (including the CEO) do not receive direct compensation from the Company. The 1940 Act prohibits equity incentive compensation to officers/directors, and the Company discloses no employment agreements for executives . Interested directors (including Mr. Goldthorpe) receive no director fees from PTMN .
| Component | Amount/Policy | Notes |
|---|---|---|
| Base salary | Not paid by PTMN | Executives are compensated by the external adviser or affiliates; PTMN does not pay executive salaries . |
| Target/Actual bonus | Not paid by PTMN | No executive cash bonus paid by PTMN . |
| Director fees (interested directors) | $0 | Interested directors receive no board fees; independent directors are paid cash retainers only . |
| Equity incentives (options/RSUs/PSUs) | Prohibited | 1940 Act prohibits equity incentives to officers/directors of PTMN . |
Performance Compensation
While Mr. Goldthorpe does not receive PTMN equity/cash comp, he leads the Adviser (Sierra Crest/BC Partners Credit) that earns advisory fees from PTMN. This creates the operative “pay-for-performance” framework for alignment analysis.
| Incentive framework (Adviser) | Metric/Terms | 2024 Amounts |
|---|---|---|
| Base Management Fee | 1.50% of average gross assets (ex-cash), incl. leverage; 1.00% on gross assets exceeding 200% of last quarter NAV . | $6.6 million for FY2024 . |
| Income Incentive Fee | 17.50% of pre‑incentive fee NII with 7.00% quarterly hurdle (measured on prior quarter-end NAV) . | Included in total incentive fee below . |
| Capital Gains Incentive Fee | 17.50% of cumulative realized gains net of realized losses/unrealized depreciation since 4/1/2019, settled annually, with accruals on unrealized appreciation . | Included in total incentive fee below . |
| Total Incentive Fees (2024) | Aggregate income + capital gains fees paid/accrued per advisory agreement | ~$5.0 million for FY2024 . |
Key alignment considerations disclosed by PTMN:
- Incentive fee may be payable even in quarters with net losses due to capital losses/unrealized depreciation, and PIK/original issue discount can accelerate recognized NII used in fee calculations .
- Decreases in NAV can make the hurdle easier to reach, increasing the likelihood of incentive fee payment .
- Adviser is not obligated to return incentive fees tied to PIK interest later uncollected .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares beneficially owned (Mr. Goldthorpe) | 9,765 shares . |
| % of shares outstanding (approx.) | ~0.11% (9,765 / 9,202,870 shares outstanding as of 4/25/2025) . |
| Dollar range (director disclosure) | Over $100,000 . |
| Vested vs. unvested | Not applicable (no equity awards from PTMN) . |
| Options (exercisable/unexercisable) | None disclosed (no PTMN option plans for officers/directors) . |
| Pledging/Hedging | Insider Trading Policy prohibits short sales and trading in puts/calls/derivatives; no specific disclosure of pledging by Mr. Goldthorpe . |
| Ownership guidelines | Not disclosed. |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | None; PTMN discloses no employment agreements for executives . |
| Severance / Change of control | Not applicable at PTMN executive level (no executive comp agreements); Company is externally managed . |
| Clawback | Not disclosed for executives (no PTMN-paid executive incentive comp); general governance codes are posted . |
| Adviser contract economics | Advisory Agreement can be terminated without penalty on 60 days’ notice by the Board or majority of outstanding shares; Adviser can terminate on notice; annual re-approval by Board including a majority of independent directors . |
| Key-person/retention risk | Company highlights reliance on Adviser’s key personnel (including senior management) as a risk factor . |
| Non-compete / non-solicit / garden leave | Not disclosed for Mr. Goldthorpe at PTMN level. |
Board Governance (Dual-role implications)
- Role and independence: Mr. Goldthorpe is an “interested” director under the 1940 Act and serves as both CEO and Chairman; the Board maintains a Lead Independent Director (currently Alexander Duka) and committees comprised solely of independent directors (Audit; Compensation; Nominating & Governance) .
- Rationale for combined CEO/Chair: Board believes combined role is effective given executive responsibility for day-to-day strategy and performance; retains authority to modify structure; emphasizes independent oversight processes and executive sessions .
- Attendance and cadence: Board met six times in 2024; each director attended ≥75% of Board/committee meetings; Audit Committee met four times; Compensation Committee met four times; Nominating & Governance met four times .
- Committee chairs: Audit (Warshauer, audit committee financial expert); Compensation (Duka); Nominating & Governance (Grunebaum) .
Governance and conflicts:
- Mr. Goldthorpe has a direct/indirect pecuniary interest in the Adviser; PTMN discloses advisory/admin agreements with affiliates and details related conflicts and co‑investment exemptive relief and processes .
- Independent directors annually review advisory and administration agreements and fee reasonableness .
Director Compensation (Context)
| Name | PTMN cash fees (2024) | Fund Complex total (2024) |
|---|---|---|
| Ted Goldthorpe (Interested) | — | — |
| Patrick Schafer (Interested) | — | — |
| Alexander Duka | $115,000 | $343,000 |
| George Grunebaum | $102,500 | $330,500 |
| Robert Warshauer | $108,750 | $341,750 |
| Others (per table) | See proxy | See proxy |
Independent director fee policy: $77,000 annual retainer; Lead Independent +$10,000; Audit Chair +$10,000; Nominating Chair +$5,000; Compensation Chair +$5,000; no equity; interested directors receive no fees .
Performance & Track Record (select company metrics during tenure)
| Metric | 2023 | 2024 |
|---|---|---|
| NAV per share (year-end) | $22.76 | $19.41 |
| Investment portfolio fair value (year-end) | — | $405.0 million |
| Debt portfolio weighted avg contractual rate | — | ~11.3% |
| Investments on non‑accrual (count) | — | 6 |
Strategic actions and developments:
- Prior acquisitions completed under current platform: OHAI (2019), GARS (2020), HCAP (2021) .
- Pending merger: Entered merger agreement with LRFC; Company discloses potential operational constraints and risks during pendency; estimated ~$2.1 million aggregate expenses if consummated or not .
Compensation Structure Analysis (Management confidence signals)
- Shift to external management: PTMN’s executives are compensated by the Adviser; Company-level “pay” to executives is structurally $0, shifting alignment analysis to advisory fees tied to asset scale, NII and capital gains .
- Fee sensitivity: Lower NAV can make NII hurdles easier to achieve; incentive fees may be paid even in periods with unrealized losses; PIK/OID can accelerate fee recognition—potential misalignment if credit quality deteriorates .
- 2024 outcome: $6.6m base + $5.0m incentive fees (aggregate) indicate meaningful fee capture despite year-over-year NAV/share decline, highlighting the importance of fee safeguards and independent oversight in pay-for-performance evaluation .
Related Party Transactions (governance risk)
- Advisory Agreement: Base and incentive fees detailed above; annual re-approval by independent directors; terminable without penalty on 60 days’ notice .
- Administration Agreement: Reimbursement of allocable overhead/compensation for CFO/CCO/staff; ~$1.8 million administration expenses in 2024 .
- Conflicts: Co-investment exemptive relief with independent director “required majority” approvals; disclosure of allocation/conflict risks across Adviser-affiliated vehicles .
Investment Implications
- Alignment: Mr. Goldthorpe’s incentives are primarily through the external Adviser’s fee economics, not PTMN equity or salary—favoring asset growth and NII/capital gains generation; oversight quality and hurdle mechanics are critical for pay-for-performance alignment .
- Selling pressure: No PTMN equity awards or vesting schedules means limited mechanical insider selling pressure; beneficial ownership is modest (~0.11% of shares) with no pledging disclosure; hedging via shorts/derivatives is prohibited by policy .
- Governance risk: Combined CEO/Chair and “interested director” status introduce independence concerns; mitigants include a Lead Independent Director, fully independent committees, annual advisory agreement review and executive sessions .
- Execution/retention: Platform relies on Adviser key personnel; pending LRFC merger could distract operations and impose conduct constraints; monitor completion risk and any 8‑K Item 5.02 changes in executive roles .
- Trading signals to watch: Quarterly incentive fee accruals vs. NAV/NII trajectory; non‑accrual trends; leverage vs. gross assets affecting base fees; Board/adviser re-approval outcomes; merger milestones with LRFC; any changes in co‑investment activity approvals .