R. David Spreng
About R. David Spreng
R. David Spreng is Runway Growth Finance Corp.’s President and Chief Executive Officer and a Class III director; he has served on the Board since 2015 and previously served as Chairman from 2015 to 2025 . He is 63 years old and is a graduate, with distinction, of the University of Minnesota . Spreng is deemed an “interested person” under the 1940 Act due to his executive role at the Company and as CEO of Runway Growth Capital LLC, RWAY’s external investment adviser . The Company does not disclose TSR/revenue/EBITDA growth attributable to his tenure in the proxy materials; executive pay is structured through the external advisory agreement rather than direct Company compensation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Investment Advisers Inc. | Vice President; Senior Vice President | 1989–1994 | Leadership at a $20B diversified asset manager; foundational investing experience . |
| IAI Ventures | Founder | 1994 | Established venture platform; early-stage tech investing focus . |
| Crescendo Ventures | Co-founder; Managing Partner | 1998–(not specified) | Early-stage technology, digital media, services VC firm; multiple public board experiences . |
| Decathlon Capital Partners | Co-founder; Partner | 2010–(not specified) | Growth capital provider to established companies; debt/equity hybrid insights . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| National Venture Capital Association | Board; Chair, Government Affairs Committee | 2005–2009 | Policy influence in venture ecosystem . |
| Silicon Valley Executive Network | Advisory Board Member; Member | 2007–2012; 2007–2015 | Senior leadership network engagement . |
| World Economic Forum | Active member; frequent panelist; committee/adviser roles | Since 2005 | Tech Pioneers Selection; Entrepreneurship committee; impact investing initiatives . |
| Public company boards | Director (aggregate) | 11 public companies, years not disclosed | Current private company board service also noted . |
| National Foundation for Teaching Entrepreneurship | Director (past 5 years) | Not disclosed | Listed among “other directorships” for Spreng . |
Fixed Compensation
| Component | FY 2024 | FY 2023 | Notes |
|---|---|---|---|
| Director cash fees (Interested Director) | $0 | $0 | No compensation paid to “interested” directors for board service . |
| Salary/bonus from Company | Not applicable | Not applicable | RWAY has no employees; executives receive no direct Company compensation . |
Performance Compensation
Spreng’s economic incentives are primarily tied to profits of Runway Growth Capital LLC (the Adviser), in which he has a pecuniary interest; Company pays the Adviser a base management fee and incentive fees under the advisory agreement . The payout framework is as follows:
| Metric | Target/Hurdle | Payout Formula | Vesting/Timing | Notes |
|---|---|---|---|---|
| Pre-Incentive Fee Net Investment Income (NII) | 2.0% per quarter hurdle (8% annualized) on prior quarter end net assets | 0% below hurdle; “catch-up” to 20% of NII between 2.0%–2.667%; 20% of all NII above 2.667% per quarter | Quarterly, in arrears; deferred interest component only paid when received in cash; reversals if written off | Alignment to ongoing portfolio income; reduces payout for lower NII. |
| Capital Gains Component | Annual cumulative realized gains net of realized losses and cumulative unrealized depreciation | 20% of net cumulative realized capital gains since BDC election, less prior capital gains fees | Annually, year-end (or termination/spin-off) | No payment if amount is negative. |
Important guardrails:
- Until a spin-off/listing, income incentive fee is suspended in quarters where cumulative net realized losses exceed 2% of non-control/non-affiliate investments and adjusted NII since BDC election is <10% annualized; constraints lift upon crossing thresholds or within three years .
- Insider trading policy prohibits short-term trading, short sales, and hedging, and restricts pledging except with CCO pre-approval and demonstrable capacity to repay without resort to pledged shares .
Equity Ownership & Alignment
| Date | Shares Beneficially Owned | % of Shares Outstanding | Breakdown/Notes |
|---|---|---|---|
| Apr 24, 2025 (Record Date) | 207,015 | <1.0% | Includes 171,365 direct and 35,649 in 401(k) Plan; no options/warrants outstanding within 60 days . |
| Dec 9, 2024 (Record Date) | 310,729 | <1.0% | Includes 69,532 direct, 31,686 in 401(k), and 209,511 via Runway Growth Holdings LLC (disclaimed beneficial ownership of LLC shares) . |
| Apr 25, 2023 (Record Date) | 192,526 | <1.0% | Includes 55,978 direct, 23,217 in 401(k), and 102,731 via Runway Growth Holdings LLC (disclaimed beneficial ownership of LLC shares) . |
| Shares Outstanding | 37,347,428 (2024/2025) | — | Outstanding shares at record dates . |
- Hedging/pledging restrictions per Company policy (see above) .
- No Company equity awards or options reported for directors; independent directors may elect fees in stock at NAV; interested directors receive no director fees .
Employment Terms
- No employment agreements or direct compensation from RWAY; executives are paid by the Adviser/Administrator, and RWAY reimburses allocable CFO/CCO costs to the Administrator .
- Indemnification agreements provide maximum indemnification permitted under Maryland law and the 1940 Act, including advancement of expenses, for directors and officers .
- Advisory Agreement economics (paid by RWAY to the Adviser):
- Base management fee tiered by gross assets: 1.75% (<$500m), 1.60% ($500m–$1bn), 1.50% (≥$1bn) annualized, calculated quarterly .
- Incentive fees as described in Performance Compensation .
Change-of-control economics (Adviser):
- In late 2024/early 2025, RGC Group Acquisition, LLC (affiliated with BC Partners) agreed to acquire the Adviser; stockholders approved a new advisory agreement identical in terms to the existing agreement. The Board noted a director who is an “interested person” would receive substantial payments for equity interests in the Adviser in connection with the transaction .
- Section 15(f) safeguards (75% independent board for 3 years; no “unfair burden” for 2 years) addressed; Oaktree nominee seat filled by Catherine Frey prior to closing .
Board Governance
- Board service history: Spreng, Class III director since 2015; re-nominated in 2025 to serve until the 2028 annual meeting .
- Committee roles: As an interested director, Spreng does not serve on independent committees; Audit, Compensation, and Nominating committees are composed solely of independent directors .
- Chair/independence: Spreng was Chairman until 2025; the current Chairman is Ted Goldthorpe (interested). The Board did not have a designated lead independent director in 2025; independent committees meet in executive session . In 2024, the proxy identified a lead independent director (Julie Persily) during that period .
- Board attendance: Each incumbent director attended ≥75% of Board and applicable committee meetings (2024: five meetings; 2023: nine meetings) .
Director Compensation
| Year | Cash Fees (Interested Director) | Equity/Options | Total |
|---|---|---|---|
| 2024 | $0 | None | $0 . |
| 2023 | $0 | None | $0 . |
Compensation Structure Analysis
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Management Fees (Adviser) | $11.882 million | $16.710 million | $15.700 million |
| Incentive Fees (Adviser) | $13.183 million | $19.050 million | $14.600 million |
- Year-over-year variability reflects portfolio income realization and capital gains mechanics under the advisory agreement; executive pay alignment is indirect via Spreng’s stake in Adviser profits and fee accruals .
Related Party & Conflicts
- Spreng (and CFO/COO Thomas Raterman) have direct/indirect pecuniary interests in the Adviser and Runway Growth Holdings LLC; the Adviser’s incentive fee is based on portfolio valuations, creating potential conflicts in valuation processes (addressed via governance and independent oversight) .
- Oaktree’s strategic shareholder agreement (OCM Growth) includes a nomination right and an irrevocable proxy causing a large block to vote proportionally with other shareholders; OCM owned ~28.8% as of Dec 9, 2024 and ~26.19% as of Apr 24, 2025 .
Risk Indicators & Red Flags
- Medical leave of absence: On July 31, 2023, Spreng took a temporary medical leave; acting CEO/President appointed per succession plan; operations described as uninterrupted .
- Section 16(a): One late Form 4 filing for Spreng reported for 2023 due to administrative error .
- Hedging/pledging: Policy restricts hedging and pledging, tightening alignment; pledging allowed only with pre-approval and demonstrated repayment capacity .
- Auditor transition: RSM dismissed Jan 23, 2025; Deloitte engaged; prior audits contained no adverse opinions; no disagreements reported .
Employment Terms
| Item | Status/Terms |
|---|---|
| Employment agreement with Company | None; RWAY has no employees. Executives are employed by Adviser/Administrator; RWAY reimburses allocable CFO/CCO costs . |
| Severance/change-in-control (Company-level) | Not applicable; advisory agreement continued with identical terms post Adviser change in control . |
| Indemnification | Maximum indemnification agreements under Maryland law/1940 Act; advancement of expenses . |
| Non-compete/non-solicit | Not disclosed at Company-level for executives; transaction disclosures note new employment/restrictive covenants between Adviser’s new owner and managing principals . |
Investment Implications
- Pay-for-performance alignment: Spreng’s economic incentives derive from Adviser profits (base fees scaled to AUM; incentive fees tied to NII and realized gains), aligning with portfolio income and realized outcomes but introducing valuation-related conflicts; governance mitigants include independent Audit/Compensation/Nominating committees and co-investment exemptive orders with independent director determinations .
- Retention risk: The Adviser sale suggests continuity of management with expanded platform resources; the Board explicitly anticipated substantial payments to an interested director for Adviser equity, which can serve as retention but may raise independence optics. Medical leave in 2023 was temporary, with succession plan executed; no ongoing disclosure of impairment .
- Trading signals: No director equity grants or options; interested directors receive no board fees; Spreng’s ownership is <1% and company policy restricts hedging/pledging, limiting near-term selling pressure signals .
- Governance watchpoints: Dual-role dynamics (CEO + director; previously Chairman) with an “interested” Chairman now in place (Goldthorpe) increase reliance on independent committee oversight and executive sessions; Section 15(f) compliance and proportional proxy on Oaktree’s block mitigate concentrated influence in voting outcomes .