Robert Warshauer
About Robert Warshauer
Robert Warshauer (age 67) is an independent director of Runway Growth Finance Corp. (RWAY), serving since March 21, 2025, and currently chairs the Audit Committee. He holds an MBA from New York University and a BSBA from Bucknell University; he is designated an “audit committee financial expert” under SEC rules, with 30+ years in financings, M&A, and restructurings . He has served as CEO of BLST Holdings, LLC (fintech e-commerce), and previously as Managing Director and Head of Investment Banking at Imperial Capital (NY) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BLST Holdings, LLC | Chief Executive Officer | Since 2020 | Led fintech e-commerce operations |
| Imperial Capital (NY) | Managing Director; Head of Investment Banking | 2007–2020 | Led investment banking group; 30+ years experience in financings/M&A/restructurings |
| Kroll Zolfo Cooper | Managing Director | Prior to 2007 (not disclosed) | Advised on operational issues, acquisitions, recapitalizations |
| Ernst & Young Corporate Finance LLC (and successors) | Managing Director; Board Member; Commitment Committee Member | Not disclosed | Corporate finance leadership; commitment committee oversight |
| Branded Retail Business | CEO & President | Not disclosed | Led >500 locations, 5,000 employees |
| International Business Services & Manufacturing Company | CEO | Not disclosed | Operations in 16 countries |
| Publicly Traded Technology Company | President & Director | Not disclosed | Executive leadership and board role |
External Roles
| Organization | Role | Tenure | Committee Positions |
|---|---|---|---|
| Logan Ridge Finance Corporation (LRFC, BDC) | Director | Since July 2021 | Audit Committee Chair |
| Portman Ridge Finance Corporation (PTMN, BDC) | Director | Since April 2019 | Audit Committee Chair |
| BC Partners Lending Corporation (BCPL, BDC) | Director | Since 2018 | Audit Committee Chair |
| Alternative Credit Income Fund (interval fund) | Trustee | Since 2020 | Trustee |
| Opportunistic Credit Interval Fund (interval fund) | Trustee | Since April 2022 | Trustee |
| MD America (energy) | Director | Since 2020 | Board member |
| Icon Parking Holdings, LLC (private) | Director | 2020–April 2023 | Board member |
| Global Knowledge (education services) | Director | 2020–2021 | Board member |
| Estrella Broadcasting (media) | Director | 2019–2021 | Board member |
Board Governance
- Independence: The Board affirmed Warshauer is not an “interested person” under the 1940 Act; he is an Independent Director .
- Committee assignments: Audit Committee Chair; audit committee members are Warshauer, Duka, Persily; Audit Committee met eight times in 2024 .
- Audit oversight signals: Audit Committee recommended dismissing RSM and engaging Deloitte; Warshauer signed the Audit Committee Report as Chair .
- Board structure and attendance: Board met five times in 2024; each incumbent director attended ≥75% of Board/committee meetings; Warshauer joined in 2025 (2024 attendance not applicable) .
- Leadership: Chairman is an interested director (Ted Goldthorpe); no designated Lead Independent Director; Independent Directors meet in executive session and with the Chief Compliance Officer at least annually .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual retainer (Independent Directors) | $95,000 |
| Audit/Comp/Nominating Chair fee | $5,000 annual (each committee chair) |
| Regular Board meeting (in-person) | $2,500 + expense reimbursement |
| Regular Board meeting (telephonic) | $1,500 |
| Committee meeting (in-person) | $1,000 + expense reimbursement |
| Committee meeting (telephonic) | $500 |
| Special Board meeting | $500 + expense reimbursement |
| Form of payment option | Fees may be paid in shares at NAV per share |
| D&O insurance | Company maintains directors’ and officers’ liability insurance |
Note: Warshauer’s appointment was effective March 21, 2025; no compensation was paid to him in 2024 (the compensation table reflects pre-March 2025 directors) .
Performance Compensation
| Element | Status/Terms |
|---|---|
| Equity grants (RSUs/PSUs) | Not maintained for directors |
| Option awards | Not maintained for directors |
| Non-equity incentive plan | Not maintained for directors |
| Performance metrics tied to comp | Not applicable (no director performance-based pay disclosed) |
| Deferral elections | Not disclosed (only option to receive fees in stock at NAV) |
| Clawbacks/COC/severance | Not applicable to directors; not disclosed |
Other Directorships & Interlocks
- Fund complex oversight: Warshauer oversees six companies in the “Fund Complex” (RWAY, PTMN, BCPL, Alternative Credit Income Fund, Opportunistic Credit Interval Fund, LRFC) .
- Shared platform interlocks: RWAY’s Chairman Ted Goldthorpe is an executive at BC Partners Credit and serves leadership roles across PTMN, LRFC, BCPL; Warshauer serves as audit chair on those boards, creating governance interlocks across the BC Partners credit complex .
- Co-investment and allocation framework: RWAY operates under a co-investment order requiring majority Independent Director determinations; conflicts mitigated via formal policies and independent oversight .
Expertise & Qualifications
- Audit committee financial expert designation; extensive finance and accounting knowledge .
- 30+ years in financings, M&A, restructurings; prior leadership roles in investment banking and corporate finance .
- Education: MBA (NYU), BSBA (Bucknell) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Dollar Range |
|---|---|---|---|
| Robert Warshauer | — (none disclosed) | — (not stated) | None |
- Insider trading policy prohibits short-term trading, short sales, derivative transactions, and hedging unless pre-approved; pledging is prohibited except under stringent pre-approval and financial capacity conditions .
Governance Assessment
-
Positive signals:
- Independent director and Audit Committee Chair with SEC “financial expert” designation .
- Active audit oversight: led auditor change process; signed Audit Committee report; established pre-approval policy for audit/non-audit services .
- Formal co-investment protections requiring majority Independent Director approval; independent committee structure across all standing committees .
-
Watch items:
- Interlocks: Extensive cross-board roles with BC Partners-affiliated vehicles alongside RWAY’s interested Chairman (Goldthorpe). While independence was affirmatively determined, investors should monitor potential conflicts in valuation and co-investment allocation across the platform .
- Ownership alignment: Warshauer reported no beneficial ownership at the April 24, 2025 record date; while directors can elect stock-settlement of fees at NAV, there are no ownership guidelines disclosed for directors .
- Board leadership: No Lead Independent Director; Chairman is an interested director—mitigated by independent executive sessions and committee-only structure, but remains a governance sensitivity .
RED FLAGS
- Cross-company interlocks with BC Partners complex (audit chair roles across LRFC, PTMN, BCPL), combined with RWAY’s Chairman’s affiliation with BC Partners Credit; monitor for related-party dynamics in co-investments and valuation processes .
- Zero reported beneficial ownership at record date; potential alignment shortfall if stock fee elections are not utilized .
- Absence of a Lead Independent Director while an interested director serves as Chairman .