Steven Bird
About Steven P. Bird
Steven P. Bird, 70, has served on TPVG’s board since 2013 and became Lead Independent Director in 2024. He co-founded Focus Ventures and was a General Partner from 1997–2019, following senior investing and operating roles at Comdisco, First Century Partners (Smith Barney affiliate), Bain & Company, and Battelle. He holds a B.S. and M.S. in Mechanical Engineering and an MBA from Stanford University, bringing deep venture capital and technology finance expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Focus Ventures | Co-founder & General Partner | 1997–2019 | Managed >$830M; focus on enterprise software & internet services |
| Comdisco | Managing Director | 1994–1996 | Venture debt and equity investments for emerging growth companies |
| First Century Partners (Smith Barney affiliate) | General Partner | 1984–1992 | Venture investing |
| Bain & Company | Manager | 1992–1994 | Strategy in communications, software, semiconductors |
| Battelle Northwest Laboratories | Senior Development Engineer (software) | 1977–1991 | Engineering and software development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships in past 5 years |
| TPVG Fund Complex | Portfolios overseen | — | 1 portfolio in fund complex (non-listed BDC counted in complex) |
Board Governance
- Independence: The board has determined Bird is independent under NYSE rules and not an “interested person” under the 1940 Act .
- Lead Independent Director (since 2024): Duties include presiding over executive sessions, calling meetings of independent directors, serving as liaison with the Chair, and advising on agendas; term is three years under Corporate Governance Guidelines .
- Attendance: In 2024, the board met 5 times; all directors attended at least 75% of board and committee meetings and all attended the 2024 annual meeting .
- Committees and roles (2024 activity):
- Compensation Committee: Chair; committee met 1 time .
- Audit Committee: Member; committee met 4 times .
- Valuation Committee: Member; committee met 4 times .
- Nominating & Corporate Governance (NCG) Committee: Member; committee met 5 times .
Fixed Compensation
| Component | Amount/Terms | Period/Notes |
|---|---|---|
| Annual cash retainer (Independent Director) | $80,000 | 2024 |
| Board meeting fee (in-person / virtual) | $2,500 / $1,500 per meeting | 2024 |
| Committee meeting fee (in-person / virtual) | $1,000 / $500 per meeting | 2024 |
| Lead Independent Director fee | $15,000 annual (pro‑rated if partial year) | 2024 |
| Committee Chair fees | Audit Chair: $10,000; NCG/Valuation/Comp Chair: $5,000 | 2024 |
| Steven P. Bird – Aggregate compensation | $113,250 | 2024 total reported |
Performance Compensation
| Item | Disclosure |
|---|---|
| Stock options | Company did not grant options in FY2024 (Item 402(x) – nothing to report) |
| RSUs/PSUs or equity grants to directors | Proxy describes cash retainers/meeting fees for Independent Directors; no equity awards disclosed for directors in 2024 |
| Performance metrics tied to director pay | Not disclosed/applicable for directors |
| Clawback provisions specific to director equity | Not disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (past 5 years) |
| Committee roles at other public companies | None (past 5 years) |
| Interlocks with TPVG competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Venture capital and venture debt investing veteran; co-founded Focus Ventures; prior GP at First Century Partners; investing at Comdisco .
- Strategy and operations exposure from Bain & Company; engineering/software development foundation at Battelle .
- Education: B.S., M.S. Mechanical Engineering; MBA (Stanford) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 50,000 shares (as of record date) |
| % of shares outstanding | <1.0% (shares outstanding: 40,137,371) |
| Dollar range of ownership | Over $100,000 (based on $7.61 closing price on record date) |
| Hedging/Pledging | Prohibited from hedging; pledging prohibited absent pre‑approval; all director trades require pre‑clearance; blackout periods enforced |
Insider trades: No Form 4 transactions for “Steven Bird” at TPVG were found between 2023-01-01 and 2025-11-20 (insider-trades skill result; run date 2025-11-20).
Governance Assessment
-
Strengths supporting investor confidence
- Independent director since 2013; Lead Independent Director since 2024 with clearly defined duties and three‑year term, enhancing board counterbalance to an interested Chair .
- High engagement: Board met 5x in 2024; all directors ≥75% attendance; Bird serves on all four standing committees and chairs Compensation, indicating central role in oversight .
- Alignment signals: Meaningful personal stake (50,000 shares; “Over $100,000” dollar range); robust insider trading policy banning hedging and restricting pledging .
- Conflict management framework: Independent directors (including Bird) constitute all standing committees; executive sessions held each regular meeting and presided over by the LID .
-
Conflicts and risk factors to monitor
- Externally managed BDC with advisory and administration agreements: 2024 base management fee $15.0M; no incentive fee; $2.4M reimbursement to Administrator—areas where the Compensation Committee (chaired by Bird) conducts annual reviews/re‑approvals .
- Co‑investment with affiliates permitted under SEC Exemptive Order subject to “required majority” of independent directors to ensure fairness—Bird’s committee roles place him at the center of these approvals .
- Board Chair is an “interested person”; mitigants include LID structure, independent-only committees, and executive sessions, but the structure still warrants ongoing scrutiny by investors .
-
Red flags
- Structure‑driven conflicts (external manager; interested Chair) are inherent; reliance on robust LID role and committee oversight is critical to governance quality .
- No explicit director stock ownership guidelines disclosed; investors must rely on disclosed beneficial ownership and trading policy for alignment (no guideline disclosure located).
Notes on related-party exposure and oversight
- Advisory Agreement and Administration Agreement undergo annual independent review/re‑approval; adviser fee methodology and valuation oversight noted as potential conflict areas mitigated by policies and independent valuation support .
- Co‑investment approval process requires independent director “required majority” determinations on fairness and consistency with shareholder interests .
