Catherine Frey
About Catherine Frey
Catherine Frey (age 58) is an Independent Director of Runway Growth Finance Corp. (RWAY), serving since January 23, 2025 as a Class III director; she was re‑elected on June 10, 2025 to a term expiring at the 2028 Annual Meeting . She holds a B.S. in Economics from the Wharton School, University of Pennsylvania, and brings investment banking and credit fund expertise to the Board . The Board has affirmatively determined she is independent under Nasdaq and the Investment Company Act standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| F2P Ventures, LLC | Co‑Founder and Managing Partner | Current | Advises founders on operating models and strategic partnerships |
| MatlinPatterson Global Advisors | Partner; Head of Credit Investment Solutions | 2013–2020 | Credit solutions leadership |
| Frey Capital Advisors | Founder | Prior to 2013 | Business development strategy for credit‑focused hedge fund managers |
| Bear Stearns; Morgan Stanley | Managing Director | Prior roles | Investment banking leadership |
| Drexel Burnham Lambert; Donaldson, Lufkin & Jenrette | Investment Banker | Early career | Capital markets experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amerus (insurance technology) | Advisory Board Member | Previously | Private company advisory role |
| Allelo (educational technology) | Director | Previously | Private company board role |
Board Governance
- Independence and nomination: The Board determined Ms. Frey is independent; she serves as the director nominee of OCM Growth Holdings LLC (an Oaktree affiliate) under a 2016 stockholder agreement granting OCM Growth a nomination right while it maintains at least one‑third of its initial $125 million commitment . Shares held by OCM Growth are subject to an irrevocable proxy to vote proportionally with other stockholders, mitigating undue voting influence .
- Committee assignments: As of the 2025 proxy and March 2025 appointments, committee chairs are Robert Warshauer (Audit), Alexander Duka (Compensation), and Jennifer Kwon Chou (Nominating & Corporate Governance). Ms. Frey is not listed among the members of these committees in the proxy disclosure .
- Board leadership: Chairman is Ted Goldthorpe (an “interested person” given his BC Partners Credit affiliation); there is no designated lead independent director. Independent directors hold regular executive sessions and meet separately at least annually with the Chief Compliance Officer as part of risk oversight .
- Attendance and engagement: The Board met five times in 2024; each incumbent director attended at least 75% of Board and committee meetings during periods of service. Attendance data for Ms. Frey (appointed in 2025) was not disclosed for 2024 .
- Auditor oversight: In January 2025, Deloitte & Touche LLP was selected as independent auditor, succeeding RSM US LLP; the Audit Committee consists solely of independent directors .
Shareholder Votes Involving Ms. Frey
| Date | Proposal | For | Withheld | Broker Non‑Votes |
|---|---|---|---|---|
| Jan 23, 2025 | Elect Catherine Frey (special meeting) | 22,590,924 | 541,123 | 0 |
| Jun 10, 2025 | Re‑elect Class III directors (incl. Frey) | Re‑elected (counts not disclosed in excerpt) | — | — |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Independent Directors) | $95,000 | Standard director fee |
| Regular Board meeting (in‑person) | $2,500 per meeting | Plus reimbursement of reasonable out‑of‑pocket expenses |
| Regular Board meeting (telephonic) | $1,500 per meeting | — |
| Committee meeting (in‑person) | $1,000 per meeting | — |
| Committee meeting (telephonic) | $500 per meeting | — |
| Special Board meeting | $500 per meeting | — |
| Committee chair fee (Audit, Compensation, Nominating) | $5,000 annually | Per chair |
| Payment in stock option | At NAV per share | Independent Directors may elect fees paid in common stock at NAV |
2024 director compensation totals exclude Ms. Frey due to her appointment effective in 2025 .
Performance Compensation
| Performance‑linked element | Status | Terms |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not maintained | No stock or option plan for directors |
| Options | Not maintained | — |
| Non‑equity incentive plan | Not maintained | — |
| Pension/SERP | Not maintained | — |
| Hedging/Pledging policy | Hedging/short‑term/speculative trades prohibited; pledging generally prohibited without pre‑approval and capacity test | Applies to directors and officers; pre‑approval by Chief Compliance Officer required for any exception |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None reported for Ms. Frey in past 5 years |
| Interlocks/relationships | OCM Growth (Oaktree affiliate) holds a nomination right and owned 28.9% as of Dec 31, 2024; 26.19% as of Apr 24, 2025; Ms. Frey serves as OCM Growth’s nominee while remaining independent under Board determination . |
Expertise & Qualifications
- Investment banking and credit fund expertise from roles at MatlinPatterson, Bear Stearns, Morgan Stanley, Drexel Burnham Lambert and DLJ .
- Founder/operator experience via Frey Capital Advisors and F2P Ventures .
- Wharton School B.S. in Economics; adds capital markets and credit structuring perspective relevant to a BDC .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Dollar Range of Equity Owned |
|---|---|---|---|
| Catherine Frey | 0 | 0% | None |
- Initial Form 3 (filed Feb 3, 2025) reported zero beneficial ownership upon appointment on Jan 23, 2025 .
- No director stock option plan exists; directors may elect to receive fees in shares at NAV, but Ms. Frey’s beneficial ownership remained zero as of the April 24, 2025 record date .
Governance Assessment
- Independence and nomination: Ms. Frey is independent, yet nominated by a 26–29% shareholder (Oaktree via OCM Growth). The irrevocable proxy on OCM Growth’s shares (voted proportionally) reduces control risk, but the nomination right is a structural influence to monitor, especially if OCM Growth’s ownership fluctuates around the one‑third threshold triggering nomination rights .
- Committee role and oversight: She does not hold chair roles and is not disclosed as a member of Audit/Compensation/NCG in the proxy, limiting direct committee oversight impact to date .
- Alignment and ownership: Zero share ownership and absence of performance‑linked director pay indicate limited “skin‑in‑the‑game,” though directors can opt to receive fees in stock at NAV. Hedging/pledging restrictions support alignment and reduce risk of misaligned trading practices .
- Board structure and potential conflicts: Chairman is an “interested person” with no lead independent director, offset by independent‑only committees and regular executive sessions. Auditor transition to Deloitte under independent Audit Committee oversight is neutral to positive on control environment .
RED FLAGS
- Large shareholder nomination right (Oaktree/OCM Growth) and high ownership concentration (26.19% as of Apr 24, 2025; previously 28.9%) — potential influence risk despite irrevocable proxy mechanism .
- No disclosed share ownership by Ms. Frey as of the record date — limited personal economic alignment .
- No lead independent director while the Chair is an “interested person” — governance oversight balances rely on committee independence and executive sessions .
Positive Signals
- Clear independence determination and robust hedging/pledging prohibitions for directors .
- Strong shareholder support at special meeting electing Ms. Frey (22.59M For; 0.54M Withheld) and subsequent re‑election in June 2025 .