Thomas Raterman
Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary at Runway Growth Finance
Executive
About Thomas Raterman
Thomas B. Raterman, 65, serves as Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary of Runway Growth Finance Corp. (RWAY). He has been CFO, Treasurer and Secretary since 2015 and COO since 2021; he is also CFO/COO of the external Adviser (Runway Growth Capital LLC) and serves on the Adviser’s investment committee . Raterman holds a Masters of Management (Finance) from Northwestern University’s Kellogg School and a Bachelor of Science from Miami University; his background spans corporate finance, investment banking, private equity, and executive management roles . Company-level TSR or revenue/EBITDA growth metrics attributed to his tenure are not disclosed in the proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GSV Financial Group | Director, Chief Operating Officer & Chief Financial Officer | Feb 2011 – Dec 2016 | Senior operating and finance leadership at a BDC predecessor/peer |
| InterOcean Financial Group LLC | Chairman & Chief Executive Officer | Mar 2006 – Aug 2009 | Led day-to-day operations of merchant banking/private equity business |
| LKQ Corporation | Co‑founder, Chief Financial Officer, EVP & Central Region Manager | Feb 1998 – Feb 2001 | Completed 31 acquisitions; grew to $225 million revenue during tenure |
| Flynn Enterprises, Inc. | Vice President | Jun 1995 – Feb 2001 | Family office/venture capital and consulting responsibilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Runway Growth Capital LLC (Adviser) | Chief Financial Officer & Chief Operating Officer; Investment Committee member | CFO since 2015 | Adviser earns base mgmt fee and incentive fee from RWAY ($15.7M and $14.6M in FY2024), creating economic linkage to adviser performance |
Fixed Compensation
RWAY does not directly compensate executive officers (including the CFO/COO). The company reimburses its Administrator for the allocable portion of CFO and CCO compensation based on estimated time devoted to the business . The adviser/administrator economic flows are:
| Metric | FY 2024 |
|---|---|
| Base Management Fee paid to Adviser ($) | $15.7 million |
| Incentive Fee paid to Adviser ($) | $14.6 million |
| Administrator Expenses Accrued ($) | $2.0 million (includes allocable CFO/CCO costs, professional fees and other expenses) |
Notes:
- None of RWAY’s executive officers receive direct salary, bonus, equity awards, or options from the company; indemnification agreements provide maximum protection permitted under Maryland law and the 1940 Act .
Performance Compensation
- RWAY has no company‑paid executive incentive programs for its executive officers; thus there are no RSU/PSU/option awards, targets, weightings, payouts, or vesting schedules at the company level for Mr. Raterman .
- Adviser incentive fees are “based on the value of our investments,” creating potential valuation-related conflicts when adviser personnel participate in portfolio valuation processes .
Equity Ownership & Alignment
| Metric | Jul 1, 2024 | Apr 24, 2025 |
|---|---|---|
| Shares Beneficially Owned (units) | 202,407 | 86,248 |
| Percent of Class | * (less than 1.0%) | * (less than 1.0%) |
| Shares Outstanding (reference) | 38,547,295 | 37,347,428 |
Additional ownership disclosures:
- Footnote indicates Mr. Raterman’s beneficial ownership may include shares held directly and by Runway Growth Holdings LLC; he disclaims beneficial ownership of shares held by Runway Growth Holdings LLC (example footnote shows 27,441 direct and 209,510.92 via Runway Growth Holdings LLC in the December 2024 proxy) .
- No options/warrants are currently exercisable within 60 days of record dates per the tables .
Policies impacting alignment:
- Hedging/pledging: Directors and executive officers are prohibited from short-term trading, short sales, and derivative transactions; hedging or monetization transactions require pre‑approval by the Chief Compliance Officer; pledging is prohibited in margin accounts and only permitted (non-margin) with pre‑approval and demonstrated capacity to repay without resorting to pledged securities .
Employment Terms
| Provision | Details |
|---|---|
| Officer Tenure | CFO, Treasurer & Secretary since 2015; COO since 2021 |
| Employment Structure | No direct employment by RWAY; services provided by Adviser/Administrator; RWAY reimburses allocable CFO/CCO compensation |
| Indemnification | Company has indemnification agreements with executive officers (including advancement of legal expenses) to the maximum permitted under Maryland law and the 1940 Act |
| Change‑of‑Control / Severance | No executive‑specific severance or change‑of‑control economics disclosed for Mr. Raterman in the proxy |
| Clawback | Specific clawback provisions for executives are not disclosed; code of business conduct and ethics applies to senior officers |
| Insider Trading | Policy prohibits speculative trading and restricts hedging/pledging as noted above |
Governance and Committee Context
| Committee | Members | Chair | 2024 Activity |
|---|---|---|---|
| Compensation | Alexander Duka, Gary Kovacs, Julie Persily (independent per Nasdaq standards) | Alexander Duka | Held one meeting in 2024; as executives are not compensated by RWAY, no compensation report is produced |
Other governance notes:
- Mr. Raterman serves as Corporate Secretary and is the signatory on multiple company filings (e.g., 8‑K signatures) .
- Board independence and composition, meetings, and director compensation are disclosed; director fees and meeting fees apply to independent directors only (interested directors receive no fees) .
Performance & Track Record
- LKQ Corporation: During Mr. Raterman’s tenure, the company completed 31 acquisitions and grew to $225 million in revenue, highlighting M&A execution and growth experience .
- Signing authority and senior finance/operations roles at RWAY and its Adviser reflect execution responsibility across reporting and governance .
Investment Implications
- Pay-for-performance alignment: Because executives are not directly compensated by RWAY, the primary economic linkage is through the Adviser’s fees; incentive fee reliance on investment values may introduce valuation-related conflicts that warrant heightened monitoring by investors .
- Insider selling pressure: Beneficial ownership is relatively small (<1%); with hedging and pledging tightly controlled, forced selling risk appears limited at the company level; continue to monitor Form 4 filings for any changes (not disclosed in proxy) .
- Retention and succession: Long tenure and multi-hat role (CFO/COO/Secretary) at both RWAY and the Adviser suggest key-person dependency; absence of company-level severance/change-of-control terms and compensation structures could reduce lock-in, but advisory economics and indemnification provide some stability .
- Governance oversight: Independent Compensation Committee and strong insider trading restrictions are positives; however, the adviser model and incentive fee design necessitate careful board oversight and investor diligence on valuation policies and fee outcomes .