Jennifer Kwon Chou
About Jennifer Kwon Chou
Jennifer Kwon Chou, age 45, is an independent Class II director of Runway Growth Finance Corp. (RWAY) and Chair of the Nominating and Corporate Governance Committee; she was elected on March 13, 2025 with effectiveness March 21, 2025, and her term runs through the 2027 annual meeting . She is Senior Managing Director and Chief Strategy Officer at The Gores Group (since 2010), with 20+ years of strategy and finance experience spanning capital raising, origination, external communications, and corporate development; she holds a B.A. from the University of Pennsylvania and an MBA from Northwestern’s Kellogg School (Robert Toigo Fellow) . The Board has determined she is independent under Nasdaq and the 1940 Act (not an “interested person”) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| The Gores Group | Senior Managing Director; Chief Strategy Officer | 2010–present | Oversees strategy, new products/partnerships, origination, capital raising, corp dev, external comms |
| Sterling Partners | Director | — | Private equity investment/firm experience |
| Lehman Brothers | Capital Markets | — | Capital markets experience |
| Public Financial Management | Analyst/Associate (early career) | — | Public finance grounding |
| Vanguard Group | Analyst/Associate (early career) | — | Asset/wealth management exposure |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Portman Ridge Finance Corporation (PTMN) | Director | Since May 2022 | BDC board seat |
| Logan Ridge Finance Corporation (LRFC) | Director | Since May 2022 | BDC board seat |
Board Governance
- Committee assignments and chair roles: Chou serves as Chair of RWAY’s Nominating and Corporate Governance Committee; members are Chou (Chair), Alexander Duka, and Gary Kovacs, all independent .
- Independence: The Board affirmed that Mses. Chou, Frey, Persily and Messrs. Duka, Kovacs, Warshauer are independent (not “interested persons”) under Nasdaq and the 1940 Act .
- Board structure and tenure: Board of eight, classified into three staggered classes; Chou is Class II, term to 2027 .
- Board and committee activity baseline: In 2024, the Board met five times; each incumbent director attended at least 75% of Board/committee meetings; Nominating and Corporate Governance Committee held one meeting in 2024 (Chou joined in 2025) .
- Director nomination philosophy: Committee seeks high character, accomplished backgrounds, relevant expertise, availability, collaborative ability, and board diversity of experience; no formal diversity policy but considers multiple dimensions .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual independent director retainer | $95,000 | Cash unless director elects stock (see below) |
| Regular Board meeting fee (in-person) | $2,500 | Plus reasonable expense reimbursement |
| Regular Board meeting fee (telephonic) | $1,500 | |
| Committee meeting fee (in-person) | $1,000 | |
| Committee meeting fee (telephonic) | $500 | |
| Special Board meeting fee | $500 | |
| Committee chair fee (Audit, Compensation, Nominating & Corporate Governance) | $5,000 | Chou, as Nom/Gov Chair, eligible |
| Form of payment option | Fees may be paid in RWAY common stock at NAV per share | Alignment mechanism |
| D&O insurance | Provided for directors and officers | |
| 2024 compensation for Chou | None (appointed effective March 21, 2025) | 2024 comp table excludes Chou due to 2025 appointment |
Performance Compensation
| Element | Status | Detail |
|---|---|---|
| Stock or option plan for directors | None | No stock/option plan, non‑equity incentive plan, or pension plan for directors |
| Performance-based cash bonus | None | |
| Pension/SERP | None | |
| Clawback provisions (director compensation) | Not disclosed | — |
The Compensation Committee oversees executive pay, but RWAY’s executives are not compensated by the company; director compensation is governed as above .
Other Directorships & Interlocks
| Person | External Board(s) | Potential Interlock with Chou | Notes |
|---|---|---|---|
| Jennifer Kwon Chou | PTMN; LRFC | Yes (she sits on PTMN, LRFC) | |
| Robert Warshauer (RWAY independent) | PTMN; LRFC; BCPL; also Audit Chair at LRFC, PTMN, BCPL | Yes | Cross-board ties in BDC complex |
| Alexander Duka (RWAY independent) | PTMN; LRFC; BCPL; ACIF; OCIF | Yes | Multiple fund boards |
| Governance note | — | — | Board determined Chou has no Item 404(a) related-party transactions; no family relationships; independent |
Expertise & Qualifications
- Strategy/finance leadership: 20+ years; responsible for firm strategy, product/partnership development, origination, capital raising, external communications, and corporate development at The Gores Group .
- Capital markets and PE experience: Prior roles at Sterling Partners and Lehman Brothers (capital markets) .
- Education: University of Pennsylvania (undergraduate) and Northwestern Kellogg MBA (Robert Toigo Fellow) .
- Board skills: Nomination/governance leadership at RWAY (Chair) .
Equity Ownership
| As of | Shares Beneficially Owned | % of Class | Dollar Range of RWAY Equity |
|---|---|---|---|
| April 24, 2025 | — (as presented) | — (as presented) | None |
- Hedging/pledging: Directors are prohibited from short-term/speculative transactions; hedging and pledging are prohibited except in limited, pre-approved circumstances (and pledging requires demonstrated capacity to repay without the pledged securities) .
- Form of pay elections: Directors can elect fees to be paid in RWAY stock at NAV, enabling ownership accumulation over time .
Governance Assessment
Strengths
- Independent director with relevant strategy/finance and capital markets background; appointed as Chair of Nominating and Corporate Governance, signaling a governance-focused remit .
- No related-party transactions or family relationships disclosed; independence affirmed under Nasdaq and 1940 Act .
- Robust insider trading policy restricting hedging/pledging; ability to take fees in stock supports potential ownership alignment .
Risks / Monitoring Items
- Low current ownership: beneficial ownership “None” by dollar range as of April 24, 2025; alignment may depend on stock-fee elections or future purchases .
- Network interlocks: Chou also serves on PTMN and LRFC; other RWAY independents (Warshauer, Duka) hold roles on PTMN/LRFC/BCPL—monitor for information flow and potential perceived conflicts, though no Item 404(a) related transactions are disclosed and independence is affirmed .
- Attendance baseline: 2024 attendance metrics pre-date Chou’s appointment; monitor 2025+ attendance and engagement as Nom/Gov Chair .
RED FLAGS
- None disclosed regarding related-party transactions, legal proceedings, or hedging/pledging; however, current reported ownership “None” is a potential alignment concern until ownership is established via fee elections or open-market purchases .
Notes on Director Compensation Data
- 2024 director compensation table does not include Chou (appointment effective March 21, 2025); structure and chair fee apply prospectively in 2025 .
- Compensation Committee oversees executive pay but executives are not paid by RWAY; no director equity plans or performance-based elements are in place .