Julie Persily
About Julie Persily
Julie Persily, age 59, is an independent Class II director of Runway Growth Finance Corp. (RWAY), serving on the Board since 2017; her current term expires in 2027. She is a retired leveraged finance executive with prior senior roles at Nomura, Citigroup, BT Securities, and Drexel, and holds a B.A. (Columbia College) and M.B.A. (Columbia Business School) in finance and accounting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nomura Securities North America | Co-Head, Leveraged Finance & Capital Markets | Jul 2010–2011 (retired) | Senior leadership overseeing leveraged finance origination and markets |
| Citigroup Inc. | Co-Head, Leveraged Finance Group; Head, Acquisition Finance; Managing Director | 1999–2008 (various roles: 2001–2006 Head AF; 2006–2008 Co-Head LF) | Led acquisition finance and leveraged lending platforms |
| BT Securities (Bankers Trust/Deutsche Bank) | Managing Director, Leveraged Finance | 1990–1999 | Structured high-yield and mezzanine financings |
| Drexel Burnham Lambert | Analyst | 1987–1989 | Early career in investment banking |
External Roles
| Organization | Type | Role | Since/Until |
|---|---|---|---|
| Investcorp Credit Management BDC, Inc. (Nasdaq: ICMB) | Public BDC | Director | Since 2013 |
| SEACOR Marine Holdings Inc. (NYSE: SMHI) | Public company | Director | Since Apr 2018 |
| StepStone Private Credit Fund LLC | Private/BDC | Director | Since 2023 |
| Investcorp US Institutional Private Credit Fund | Private credit fund | Director | 2022–2024 |
Board Governance
- Independence and service: The Board determined Ms. Persily is independent under Nasdaq and 1940 Act standards . She has served since 2017 and currently is a Class II director with term ending 2027 .
- Committee assignments and chair roles (evolution):
- 2023 structure: Audit Committee Chair; member of Nominating & Corporate Governance and Compensation Committees; designated audit committee financial expert at that time .
- Current (2025 proxy): Member, Audit Committee; Member, Compensation Committee; Audit Committee now chaired by Robert Warshauer; Nominating & Corporate Governance chaired by Jennifer Kwon Chou .
| Committee | 2023 (older) | 2025 (latest) |
|---|---|---|
| Audit | Chair; “audit committee financial expert” designation applied to the chair in 2023 | Member; committee chaired by Robert Warshauer; Warshauer designated audit committee financial expert |
| Compensation | Member | Member; chaired by Alexander Duka |
| Nominating & Corporate Governance | Member | Not listed as member; chaired by Jennifer Kwon Chou |
- Attendance and engagement:
- Board met 5 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings .
- Committee meeting cadence (2024): Audit (8), Nominating & Governance (1), Compensation (1) .
- Lead Independent Director: Ms. Persily served as Lead Independent Director in 2023; the Board no longer has a designated lead independent director in 2025, relying instead on independent-only executive sessions and fully independent committees .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual director retainer (cash) | $95,000 | $95,000 | Paid to independent directors |
| Board meeting fees | In-person $2,500; telephonic $1,500 | In-person $2,500; telephonic $1,500 | Per meeting |
| Committee meeting fees | In-person $1,000; telephonic $500 | In-person $1,000; telephonic $500 | Per committee meeting |
| Special Board meeting fee | $500 | $500 | Per special meeting |
| Committee chair fee | $5,000 (per chair role) | $5,000 (per chair role) | Applied if chairing a committee |
| Fees earned by J. Persily (cash) | $112,000 | $112,000 | Reported total cash fees |
- Equity alternative: Independent directors may elect to receive fees in RWAY shares at NAV; no stock/option plan for directors .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based cash bonus | None disclosed for directors |
| Equity awards (RSUs/PSUs/options) | None; no stock or option plan for directors |
| Performance metrics tied to director pay | None disclosed |
Other Directorships & Interlocks
- Current public boards: ICMB (BDC), SMHI (energy marine services) .
- Additional BDC/private credit roles: StepStone Private Credit Fund LLC; prior Investcorp US Institutional Private Credit Fund (2022–2024) .
- Competitive/interlock context: External BDC roles may create informational interlocks across credit platforms; RWAY manages conflicts via policies and co-investment exemptive orders requiring Independent Director approvals for co-investments and fair allocation among affiliated vehicles .
Expertise & Qualifications
- Financial and leveraged finance expertise (Citigroup, Nomura, BT Securities, Drexel); Columbia M.B.A. in finance/accounting .
- Audit oversight credentials: Served as RWAY Audit Committee Chair in 2023, with the committee designating the chair as the audit committee financial expert that year; in 2025, Warshauer holds that designation .
Equity Ownership
| Metric | 2024 (older) | 2025 (latest) |
|---|---|---|
| Shares beneficially owned | 18,007 | 21,788 |
| Ownership as % of outstanding | <1% | <1% |
| Dollar range of holdings | Over $100,000 | Over $100,000 |
- Hedging/pledging: Company policy prohibits short sales, derivatives, and hedging/monetization of RWAY stock; pledging is generally prohibited except with pre-approval and clear independent repayment capacity; no pledging by Ms. Persily is disclosed .
Governance Assessment
-
Strengths
- Independent status with deep leveraged finance background and prior Audit Committee chair experience—useful for underwriting quality, valuation oversight, and fee scrutiny in a BDC model .
- Consistent engagement: Board met 5 times in 2024; Audit met 8 times, indicating active financial oversight; directors met attendance thresholds .
- Alignment: Holds “Over $100,000” in RWAY equity; option to receive fees in stock at NAV supports alignment, even though not mandated .
-
Potential risks/considerations
- External BDC and credit fund directorships (ICMB, StepStone) could create perceived conflicts or information interlocks within middle-market/credit ecosystems; mitigated by RWAY’s conflict policies and the requirement that a majority of Independent Directors approve co-investments under the SEC exemptive order .
- Board leadership change: The 2025 structure removed the Lead Independent Director role present in 2023; though offset by independent-only executive sessions and fully independent committees, this concentrates agenda control with an interested Chair (now Goldthorpe) and raises the bar for committee vigilance .
- Ownership concentration: A large holder (OCM Growth/Oaktree affiliate) exerts significant influence, though subject to an irrevocable proportional voting proxy; underscores the importance of independent directors in minority protection (context for overall governance environment) .
-
RED FLAGS to monitor
- Any related-party transactions or co-investments that touch entities where Ms. Persily also serves should receive heightened scrutiny by the Audit and Nominating & Governance Committees to avoid perceived conflicts; current policies require independent approvals and “no overreaching” findings .
- Removal of Lead Independent Director in 2025 heightens the importance of executive sessions and committee chairs to ensure robust oversight under an interested Board Chair .
Notes:
- Board and committee data and biographies: 2025 DEF 14A .
- 2023–2024 structure and roles (historical baseline): 2024 special proxy .
- Director compensation details and totals: 2023 ; 2024 .
- Equity ownership and policy: 2024 ; 2025 ; insider policy .