Gary Kovacs
About Gary Kovacs
Gary Kovacs, age 61, is an independent Class I director of Runway Growth Finance Corp. and has served on the Board since 2016; his current term expires at the 2026 annual meeting . He sits on the Compensation Committee and the Nominating and Corporate Governance Committee, bringing extensive technology leadership experience as CEO of Accela, Inc. since December 2018 and prior CEO roles at AVG Technologies N.V. (2013–2016) and Mozilla Corporation (2010–2013) . He holds a Bachelor of Commerce and an MBA (with distinction) from the University of Calgary . As of April 24, 2025, he beneficially owned 72,626 RWAY shares, representing less than 1% of outstanding shares (37,347,428) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accela, Inc. | Chief Executive Officer | Since Dec 2018 | Leads a provider of technology solutions |
| AVG Technologies N.V. | Managing Director (management board) and Chief Executive Officer | 2013–Dec 2016 | Led consumer security software company |
| Mozilla Corporation | Chief Executive Officer | 2010–2013 | Led browser and internet software company |
| Sybase (through acquisition by SAP) | Senior Vice President, Markets, Solutions & Products | Prior to Mozilla | Senior leadership across products/solutions |
| Macromedia and Adobe | General Manager & Vice President, Mobile & Devices | Prior to Mozilla | Mobile/devices leadership roles |
| IBM | Leadership positions in product management, sales, marketing, operations | ~10 years | Senior roles in global software division |
External Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| DocuSign, Inc. | Director (other directorship held during past 5 years) | Past 5 years | Board oversight at public e-signature company |
| DocuSign | Advisory Board Member | Current | Advisory role supporting strategy |
| Desire to Learn (D2L) | Director | Current | Education technology board member |
| ePhox Corporation | Director | Current | Board of directors |
| Sensory, Inc. | Director | Current | Board of directors |
| Make-a-Wish Foundation (Bay Area Chapter) | Director | Current | Non-profit board leadership |
| University of Calgary | Management Advisory Council Member | Current | Advisory capacity to the university |
Board Governance
- Independence: The Board determined Kovacs is not an “interested person” under the 1940 Act and is independent under Nasdaq rules .
- Committee memberships: Compensation Committee (member) and Nominating & Corporate Governance Committee (member) .
- Committee chairs: Compensation Committee chaired by Alexander Duka; Nominating & Corporate Governance Committee chaired by Jennifer Kwon Chou .
- Board structure: Staggered three-class board; Kovacs is a Class I director with term expiring in 2026 .
- Attendance: The Board met five times in 2024; each incumbent director attended at least 75% of Board and committee meetings during their service period .
- Risk oversight and governance processes: Independent committees oversee audit, governance, and compensation; the Chief Compliance Officer meets separately with Independent Directors at least annually in executive session .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash fee (Independent Directors) | $95,000 | Standard annual retainer |
| Regular Board meeting (in-person) | $2,500 per meeting | Plus reasonable out-of-pocket expense reimbursement |
| Regular Board meeting (telephonic) | $1,500 per meeting | Telephonic participation |
| Committee meeting (in-person) | $1,000 per meeting | Plus reasonable out-of-pocket expense reimbursement |
| Committee meeting (telephonic) | $500 per meeting | Telephonic participation |
| Special Board meeting | $500 per meeting | Plus reasonable out-of-pocket expense reimbursement |
| Committee chair fee | $5,000 per year | Audit, Compensation, Nominating & Corporate Governance chairs |
| Equity alternative | Fees may be paid in RWAY shares at NAV | At the director’s option |
| D&O insurance | Provided | Company maintains directors’ & officers’ insurance |
| Director (2024) | Fees Earned or Paid in Cash | All Other Compensation | Total |
|---|---|---|---|
| Gary Kovacs | $112,000 | — | $112,000 |
Performance Compensation
| Performance Incentive Metric | Disclosed? | Notes |
|---|---|---|
| Any performance-based components for directors | No | The Company does not maintain a stock or option plan, non-equity incentive plan, or pension plan for directors |
- Directors may elect to receive fees in shares at NAV; this is a payment form, not a performance-conditioned award .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current/past 5 years) | DocuSign, Inc. |
| Fund complex oversight | Oversees 1 company in Runway fund complex |
| Interlocks with competitors/suppliers/customers | None disclosed; Board affirms independence and no material relationships with Company or affiliates beyond Board service |
Expertise & Qualifications
- Extensive CEO and senior executive experience across software, mobile, and internet platforms (Accela, AVG, Mozilla, Sybase/SAP, Macromedia/Adobe), aligning with technology-driven underwriting and portfolio oversight in a BDC context .
- Academic credentials: BCom and MBA (with distinction), University of Calgary .
- The Nominating & Corporate Governance Committee concluded his leadership experience qualifies him to serve on the Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Shares Outstanding Reference |
|---|---|---|---|
| Gary Kovacs | 72,626 | <1.0%* | 37,347,428 shares outstanding as of Apr 24, 2025 |
- Options/warrants: The Company reported no common stock subject to options or warrants currently exercisable or exercisable within 60 days as of April 24, 2025 .
- Hedging/pledging policy: Directors are prohibited from short-term trading, short sales and speculative transactions; hedging and pledging generally prohibited, with limited pre-approved exceptions (non-margin pledging permitted only if financial capacity to repay without resort to pledged securities is clearly demonstrated and pre-approved) .
Governance Assessment
- Independence and engagement: Kovacs is affirmed independent under Nasdaq and the 1940 Act and met the ≥75% attendance threshold in 2024, supporting board effectiveness and investor confidence .
- Committee effectiveness: Active member on Compensation and Nominating & Governance—key committees chaired by independent directors—contributing to pay oversight and board composition/principles .
- Pay and alignment: 2024 director pay was modest and primarily cash ($112,000); no director performance incentives or equity plans, though directors may elect to receive fees in shares at NAV, offering optional equity alignment without incentive risk .
- Ownership signal: Kovacs holds 72,626 shares (<1%); while not large versus outstanding shares, it demonstrates skin-in-the-game for an outside director .
- Policy safeguards: Strong insider trading and anti-hedging/pledging restrictions (with limited exceptions) and robust related-party transaction screening; no specific related-party transactions involving Kovacs were disclosed, mitigating conflict risk at the director level .
RED FLAGS: Limited pledging exception exists with pre-approval and capacity requirements—monitor for any approved pledges, as pledging can weaken alignment despite policy safeguards .