Cynthia Fornelli
About Cynthia M. Fornelli
Independent director of TriplePoint Venture Growth BDC Corp. (TPVG), age 64, serving since 2019 (Class III; term expires 2026). Background spans audit quality, SEC regulation, and conflicts management; education includes a BA from Purdue University and JD from The George Washington University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Center for Audit Quality (CAQ) | Executive Director | 2007 – May 2019 | Launched and led CAQ, focused on enhancing investor confidence and public trust in global capital markets . |
| U.S. SEC, Division of Investment Management | Deputy Director | 2001 – 2004 | Senior regulatory leadership overseeing investment management policy . |
| U.S. SEC, Division of Investment Management | Senior roles | 1999 – 2004 | Regulatory policy and oversight in investment management . |
| Bank of America | Senior Vice President, Regulatory & Conflicts Management | 2004 – 2006 | Led regulatory and conflicts management function . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Professionally Managed Portfolios (mutual fund complex) | Independent Trustee | Since Jan 2022 | Governance oversight for mutual fund complex . |
| Professionally Managed Portfolios | Independent Consultant | Jan 2021 – Dec 2021 | Advisory capacity prior to trustee role . |
| TriplePoint Private Venture Credit Inc. (TPVC) | Director | Ongoing | Non-listed BDC; board oversight . |
| Various | Advisory board member | Current | Advisory roles (not individually specified) . |
Board Governance
- Independence: Determined independent under NYSE rules and the 1940 Act; not an “interested person” .
- Tenure/class: Class III director since 2019; current term expires 2026 .
- Attendance/engagement: Board held 5 meetings in 2024; all directors attended at least 75% of Board and committee meetings; independent directors meet in executive session at each regular meeting .
- Leadership: Board has four standing committees composed solely of independent directors; Lead Independent Director is Steven P. Bird; Chairman (interested) is CEO James P. Labe with governance offsets (executive sessions, independent committees, CCO) .
| Committee | Role | Meetings in 2024 | Chair |
|---|---|---|---|
| Audit Committee | Member | 4 | Kimberley H. Vogel (Chair) . |
| Nominating & Corporate Governance (NCG) | Member | 5 | Stephen A. Cassani (Chair) . |
| Valuation Committee | Member | 4 | Gilbert E. Ahye (Chair) . |
| Compensation Committee | Member | 1 | Steven P. Bird (Chair) . |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director fee (Independent Directors) | $80,000 | 2024 schedule . |
| Board meeting fee (in person) | $2,500 per meeting | 2024 schedule . |
| Board meeting fee (virtual) | $1,500 per meeting | 2024 schedule . |
| Committee meeting fee (in person) | $1,000 per meeting | 2024 schedule . |
| Committee meeting fee (virtual) | $500 per meeting | 2024 schedule . |
| Audit Committee Chair fee | $10,000 | Chair-only; Fornelli is not chair . |
| NCG/Valuation/Compensation Chair fee | $5,000 | Chair-only; Fornelli is not chair . |
| Lead Independent Director fee | $15,000 | Prorated; held by Bird . |
| Director | Aggregate Compensation 2024 |
|---|---|
| Cynthia M. Fornelli | $104,500 . |
Performance Compensation
| Category | Disclosure | Details |
|---|---|---|
| Equity awards (Options/RSUs/PSUs) | None | Company did not grant stock options or similar awards in 2024; Item 402(x): nothing to report . |
| Performance metrics tied to director pay (TSR, EBITDA, ESG, etc.) | None | Director compensation comprised cash retainers and meeting fees; no performance-based metrics disclosed . |
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Committee Roles |
|---|---|---|---|
| TPVC (TriplePoint Private Venture Credit Inc.) | Non-listed BDC | Director | Not detailed . |
| Professionally Managed Portfolios | Mutual fund complex | Independent Trustee | Not detailed . |
- Interlocks/Conflicts: Board evaluated independence considering any transactions; determined no transactions impair independence of any Independent Director, including Fornelli .
Expertise & Qualifications
- Accounting and audit quality leadership (CAQ founder/Executive Director) .
- SEC investment management regulatory experience (Deputy Director) .
- Conflicts management at Bank of America .
- Legal training (JD) and capital markets governance experience .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 10,939 . |
| Ownership % of outstanding | <1% (explicitly “represents less than 1.0%”) . |
| Dollar range (Record Date price basis $7.61) | $50,001 – $100,000 . |
| Record Date | March 7, 2025 . |
| Hedging/pledging | Company policy prohibits hedging and pledging/margin except limited pre-approvals; no pledging disclosed for Fornelli . |
Recent Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|
| 2023-12-19 | 2023-12-18 | Open market purchase | 1,000 | $10.47 | 8,822.16 |
Governance Assessment
- Strengths: Independent status; multi-committee membership (Audit, NCG, Valuation, Compensation) signals deep engagement in risk oversight, valuation fairness, and governance hygiene. Attendance thresholds met; independent executive sessions and Lead Independent Director structure add checks despite an interested Chairman .
- Alignment: Owns TPVG stock; recent open-market purchase indicates confidence; no director equity grants or option awards, suggesting pay is cash-based without performance windfalls .
- Conflicts and mitigation: External manager/adviser relationships (Advisory and Administration Agreements) present structural conflicts typical for externally managed BDCs; oversight includes annual re-approval, independent committees, CCO monitoring, and a co-investment Exemptive Order requiring “required majority” approvals by Independent Directors—mechanisms that rely on directors like Fornelli exercising judgment on fairness and non-overreach .
- RED FLAGS: None disclosed on attendance, related-party transactions impacting independence, hedging/pledging, or Section 16 compliance; Company states all Section 16 filings were timely in 2024 .
