Alexander Duka
About Alexander Duka
Independent Class I director at Runway Growth Finance Corp. (RWAY); age 58; appointed in 2025 with current term expiring at the 2026 annual meeting. He chairs the Compensation Committee and serves on the Audit Committee and the Nominating and Corporate Governance Committee; the Board has determined he is independent under Nasdaq and 1940 Act standards. Background includes 20 years at Citigroup as Managing Director in Financial Institutions, plus executive roles in corporate development and advisory; B.A. and M.B.A. from Rutgers University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acceleration Bay LLC | Executive Vice President, Corporate Development; Senior Advisor | EVP Sep 2017–Dec 2019; Senior Advisor thereafter | Led Finance, IR, Strategic Relationships, New Ventures, M&A |
| Citigroup | Managing Director, Financial Institutions Group (Global Banking) | ~1997–Feb 2017 (20 years) | Senior banker to traditional/alternative asset managers; developed permanent capital vehicles (BDCs, REITs, CEFs, EU listed vehicles) |
| BondHouse Investment Trust | Trustee; Advisor to sponsor | Sept 2019–Feb 2021 (Trustee); Advisor thereafter | Board oversight; transitioned to advisory role |
| Trade Arcade Inc. | Director | Since Sept 2021 | Board role at private company |
| Bank of New York; United Jersey Bank | Various roles | Not disclosed | Banking roles earlier in career |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BC Partners Lending Corporation | Director | Since 2018 | Part of the “Fund Complex” with RWAY |
| Portman Ridge Finance Corporation | Director | Since 2019 | Fund Complex entity |
| Logan Ridge Finance Corporation | Director | Since 2021 | Fund Complex entity |
| Alternative Credit Income Fund | Director | Since 2020 | Fund Complex entity |
| Opportunistic Credit Interval Fund | Director | Since 2022 | Fund Complex entity |
Board Governance
- Independence and roles: Board deemed Duka independent; he chairs the Compensation Committee and sits on the Audit and Nominating and Corporate Governance Committees .
- Committee structure: All standing committees (Audit, Nominating and Corporate Governance, Compensation) are composed solely of independent directors; chairs are independent .
- Board leadership: Chairman is an “interested person” (Ted Goldthorpe); there is no designated Lead Independent Director; independent directors hold executive sessions and meet regularly with the Chief Compliance Officer .
- Attendance: Board met 5 times in 2024; each incumbent director attended at least 75% of Board and committee meetings; Audit held 8 meetings in 2024; Nominating and Corporate Governance held 1; Compensation held 1 .
- Insider trading policies: Directors prohibited from short-term trading, short sales, buying/selling derivatives; hedging and pledging generally prohibited barring pre-approval and demonstrated capacity to repay without resort to pledged shares .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual independent director retainer | $95,000 (cash) | Annual fee for independent directors |
| Board meeting fee (in-person) | $2,500 + expenses | Per regular Board meeting attended in person |
| Board meeting fee (telephonic) | $1,500 | Per regular Board meeting attended telephonically |
| Committee meeting fee (in-person) | $1,000 + expenses | Per committee meeting attended in person |
| Committee meeting fee (telephonic) | $500 | Per committee meeting attended telephonically |
| Special Board meeting fee | $500 + expenses | Per special Board meeting |
| Committee chair fees | $5,000 per chair (Audit, Compensation, NCG) | Duka, as Compensation Chair, is eligible for $5,000 chair fee |
| Equity election option | Fees may be paid in shares at NAV | Independent directors can elect fee payment in common stock at NAV |
| 2024 paid amounts (context) | Not applicable to Duka | His appointment effective Mar 21, 2025; no 2024 compensation paid to him |
Performance Compensation
| Metric/Instrument | Status | Details |
|---|---|---|
| Stock/option plan for directors | Not maintained | Company does not maintain stock or option plan for directors |
| Non-equity incentive plan (directors) | Not maintained | No director non-equity incentive plan |
| Equity awards (RSUs/PSUs) | None disclosed | No annual equity grants; only fee-in-stock election at NAV |
| Performance metrics tied to director pay | None disclosed | No TSR/EBITDA/ESG metrics disclosed for director compensation |
Other Directorships & Interlocks
- BC Partners nexus: Duka sits on multiple BC Partners Credit-related vehicles (BC Partners Lending Corp., Portman Ridge, Logan Ridge, Alternative Credit Income Fund, Opportunistic Credit Interval Fund), which, alongside RWAY, comprise the “Fund Complex” .
- Adviser change of control: In Jan 2025, Runway Growth Capital LLC (the Adviser) was acquired by BC Partners Credit-affiliated funds and Mount Logan Capital; a new advisory agreement with RWAY kept fee terms unchanged; Chairman Goldthorpe is an executive at BC Partners Credit, creating cross-platform ties .
- Co-investment oversight: RWAY operates under a BC Partners co-investment order requiring a majority of independent directors to determine co-investment terms are fair, consistent with stockholder interests and strategies .
Expertise & Qualifications
- Financial institutions and asset management expertise from 20 years at Citigroup; developed permanent capital structures including BDCs/REITs/CEFs and European listed vehicles .
- Corporate development, finance, investor relations, strategic partnerships, new ventures and acquisitions leadership at Acceleration Bay .
- Academic credentials: B.A. (Rutgers College) and M.B.A. (Rutgers Graduate School of Management) .
Equity Ownership
| Item | Status/Amount | Notes |
|---|---|---|
| Beneficial ownership | None reported | Proxy table lists “—” for Duka; dollar range “None” |
| Ownership % of outstanding | Not specified | Shares outstanding 37,347,428 as of Apr 24, 2025 (context) |
| Options/warrants exercisable within 60 days | None | No common stock subject to options/warrants currently exercisable within 60 days company-wide |
| Shares pledged as collateral | Not disclosed; policy restricts | Pledging prohibited absent pre-approval and demonstrated repayment capacity |
| Hedging activity | Prohibited (with pre-approved exceptions) | Hedging/monetization transactions prohibited barring pre-approval |
Governance Assessment
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Strengths:
- Clear independence status; multi-committee engagement; chair of Compensation Committee; committees solely independent .
- Robust committee activity (Audit met 8 times in 2024) and codified pre-approval, compliance, and risk oversight processes; independent director executive sessions .
- Co-investment order embeds independent director review and fairness determinations for affiliate co-investments, mitigating allocation conflicts .
-
Potential RED FLAGS:
- No reported beneficial ownership for Duka (“None”), which may weaken alignment versus directors holding stock; independent directors may elect fees in stock at NAV, but no ownership guideline disclosure .
- Interlocks with BC Partners Credit-related vehicles and Adviser change of control into BC Partners could present perceived conflicts; mitigated by committee independence and co-invest order requirements .
- Board has no Lead Independent Director while Chairman is an “interested person,” elevating reliance on executive sessions and committee independence to offset potential influence .
-
Compensation committee context:
- Compensation Committee, chaired by Duka, oversees executive compensation, but RWAY’s executive officers are not directly compensated by the Company (they are paid by the Adviser/Administrator), limiting traditional pay-for-performance levers at the issuer; committee met once in 2024 .
-
Attendance/engagement:
- Board expectations for diligent attendance and annual meeting participation; 2024 attendance benchmarks met by incumbents (Duka appointed in 2025; his specific 2024 attendance not applicable) .