John Hershey
About John Hershey
Independent Class II director appointed June 30, 2025, serving until TSLX’s 2028 Annual Meeting; not an “interested person” under the Investment Company Act of 1940. Prior background includes Director of Investments and Director of Alternative Investments at Oregon State Treasury (2008–2023), with prior roles as managing director at an early-stage venture firm and at Banc of America Securities. Education: BA in Economics (UC Davis) and MBA (University of Chicago). Age not disclosed in filings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oregon State Treasury | Director of Investments; previously Director of Alternative Investments | 2008–2023 | Managed portfolios across asset classes; oversight of private equity, real estate, real assets, hedge funds, private credit, and opportunistic portfolios |
| Early-stage venture firm (not named) | Managing Director | Not disclosed | Firm leadership role; details not disclosed in filing |
| Banc of America Securities | Managing Director | Not disclosed | Senior investment banking role; details not disclosed in filing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Institutional Limited Partners Association (ILPA) | Board Member; Vice Chair | Board member 2018–2023; Vice Chair 2020–2022 | LP governance and best practices body |
| Oregon Health & Science University Foundation | Board of Trustees Member | Current | Non-profit academic foundation |
| Talcott Financial Group Investments | Director | Current | Insurance/financial services; potential interlock with TSLX’s insurance portfolio counterparties |
| Blackstone Private Equity Strategies Fund, L.P. | Director | Current | Affiliated with Blackstone; potential competitive/transactional interlock with private markets players |
| Blackstone Infrastructure Strategies L.P. | Director | Current | Affiliated with Blackstone; potential interlock exposure with infrastructure/private credit ecosystem |
Board Governance
- Independence: Appointed as a director who is not an “interested person” of the Company, Adviser, or affiliates (per 1940 Act definition).
- Committee assignments: Audit Committee; Compensation Committee; Nominating & Corporate Governance Committee (member on all three).
- Chair roles: Not disclosed for Hershey; current committee chairs per 2025 proxy include Audit Committee Chair Judy Slotkin, Compensation Committee Chair John Ross (retired May 22, 2025), Nominating & Corporate Governance Chair Richard Higginbotham.
- Term and class: Class II director through 2028 Annual Meeting.
- Board composition/attendance context: Board met four times in 2024; no incumbent director attended fewer than 75% of meetings and committee meetings; policy encourages annual meeting attendance. Hershey was not yet serving in 2024.
Fixed Compensation
- Standard independent director cash compensation (effective 2025):
- Annual retainer $125,000 (increased from $110,000 for year beginning Jan 1, 2025)
- $2,500 per Board meeting attended
- $1,500 per monthly telephonic update meeting attended
- $1,000 per committee meeting attended
- Chair fees: +$15,000/year (Audit Chair); +$10,000/year (Nominating & Corporate Governance Chair)
- Hershey will receive standard compensation for non-interested directors; no special arrangements disclosed.
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (2025) | $125,000 | Increased from $110,000 for year beginning Jan 1, 2025 |
| Board meeting fee | $2,500 per meeting | Cash |
| Telephonic update meeting | $1,500 per monthly call | Cash |
| Committee meeting fee | $1,000 per meeting | Cash |
| Audit Chair premium | $15,000 per year | Applies to chair; Hershey not disclosed as chair |
| Nominating Chair premium | $10,000 per year | Applies to chair; Hershey not disclosed as chair |
Performance Compensation
- No performance-based equity awards or option grants are disclosed for independent directors; compensation for independent directors is cash-based as outlined.
| Performance Metric | Weight/Target | Payout Definition |
|---|---|---|
| None disclosed for independent directors | — | No PSUs/RSUs/options or performance metrics disclosed in proxy for independent directors |
Other Directorships & Interlocks
- Current public/private boards: Talcott Financial Group Investments; Blackstone Private Equity Strategies Fund, L.P.; Blackstone Infrastructure Strategies L.P.
- Potential interlocks: Service on Blackstone-affiliated funds may create informational or network interlocks with a major private markets competitor/counterparty universe; Company states no related-party transactions requiring Item 404(a) disclosure for Hershey.
| Company | Role | Potential Conflict/Interlock Note |
|---|---|---|
| Talcott Financial Group Investments | Director | Insurance/financial services exposure; monitor for any TSLX transactions with Talcott entities |
| Blackstone Private Equity Strategies Fund, L.P. | Director | Blackstone ecosystem interlock; monitor for competitive/counterparty overlap |
| Blackstone Infrastructure Strategies L.P. | Director | Infrastructure/private markets interlock; monitor for overlap |
Expertise & Qualifications
- Alternative investments leadership across PE, real assets, hedge funds, private credit; portfolio oversight at a large public pension (Oregon State Treasury).
- Governance experience via ILPA Board/Vice Chair; fiduciary roles at OHSU Foundation.
- Academic credentials in economics and finance (UC Davis BA; University of Chicago MBA).
Equity Ownership
- Beneficial ownership for Hershey not disclosed in the 2025 proxy’s ownership table (record date March 31, 2025), as appointment occurred June 30, 2025.
- Director stock ownership guidelines: Not disclosed in the 2025 proxy; only aggregate beneficial ownership tables and dollar ranges for other directors are provided.
| Item | Status | Notes |
|---|---|---|
| Shares beneficially owned (Hershey) | Not disclosed as of Mar 31, 2025 | Appointment post-record date; proxy ownership table does not list Hershey |
| Ownership as % of shares outstanding | Not disclosed | — |
| Vested vs. unvested shares | Not disclosed | — |
| Shares pledged as collateral | Not disclosed for Hershey | Other executives have pledged shares; no Hershey pledges disclosed |
| Ownership guidelines | Not disclosed | No director-specific guideline language found in proxy |
Governance Assessment
- Strengths: Independent appointment to three key committees (Audit, Compensation, Nominating & Governance) suggests active engagement and governance skillset aligned with TSLX’s needs; deep institutional LP investment background enhances oversight of Adviser relationships and fee renewals.
- Compensation alignment: Independent director compensation is cash-only with meeting-based fees; absence of equity grants may limit direct ownership alignment, though cash structure is standard for BDC boards.
- Conflicts/related party: Company discloses no transactions requiring Item 404(a) for Hershey; he executed the standard indemnification agreement. Monitor for potential interlocks related to Blackstone-affiliated fund boards and Talcott Financial Group Investments; no specific conflicts disclosed.
- Attendance/engagement: Board-level attendance in 2024 exceeded 75% for all incumbents; Hershey’s attendance will be assessable beginning with 2025/2026 meeting cycles.
RED FLAGS to monitor:
- External board interlocks (Blackstone-affiliated funds) that could overlap with TSLX counterparties or competitors—monitor disclosures for any related-party transactions.
- Lack of disclosed director equity ownership or ownership guidelines—continued absence may signal lower “skin-in-the-game” alignment for independent directors.
Notes and Sources
- Appointment and background, committees, independence, external boards, and Item 404(a) statement:
- Independent director compensation schedule and fee details:
- Board composition, independence framework, and attendance context:
- Committee responsibilities and chairs: Audit Committee membership/chair: ; Compensation & Nominating Committee composition and responsibilities:
- Ownership tables (record date Mar 31, 2025) indicating listed directors; Hershey not included due to appointment date:
- Additional beneficial ownership context (pledged shares among other insiders):