John Bolduc
About John Bolduc
John Bolduc (age 60) is Chairman of the Board of WhiteHorse Finance (WHF) and has served as a Class III director since 2012; his current term expires in 2027 . He is an Executive Managing Director of H.I.G. Capital, where he leads the firm’s credit platform (~$20B AUM) and has 25+ years of credit and private equity investing experience; earlier roles include Bain & Company and Assistant to the President at Chemed (NYSE: CHE). He holds a B.S. in Computer Science from Lehigh University and an MBA from the Darden School (UVA) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H.I.G. Capital | Executive Managing Director; leader of credit platform (~$20B) | Joined 1993 – present | Leads credit investing across funds; deep credit/distressed expertise |
| Bain & Company | Consultant/Manager | Prior to 1993 | Directed domestic/international assignments for Fortune 500 clients |
| Chemed Corporation (NYSE: CHE) | Assistant to the President | Prior to Bain (3 years) | Operating and strategic support at specialty chemical company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various privately held companies | Director | Ongoing | Serves on boards of several private companies |
| Public company directorships | None | N/A | WHF discloses that no director otherwise serves on a public company board or registered investment company board |
Board Governance
- Status: Interested (non‑independent) director due to his position as an Executive Managing Director of H.I.G. Capital; serves as Chairman of the Board .
- Committee memberships: Audit, Nominating & Corporate Governance, and Compensation Committees are limited to Independent Directors; current members are Frier, Puckett, Smith, and Volpe (chairs: Audit=Puckett; Nominating=Smith; Compensation=Frier). Bolduc is not listed on any committee .
- Attendance and engagement: For FY 2024 the Board held 4 meetings; all directors attended at least 75% of Board and applicable committee meetings. Three of the seven then‑serving directors attended the 2024 annual meeting of stockholders .
- Leadership structure: No Lead Independent Director; Audit Chair (Puckett) acts as liaison between independent directors and management and helps set agendas .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Director fees paid by WHF (interested directors) | $0 | WHF pays no compensation to interested directors (includes Bolduc) |
| Independent Director annual fee (context) | $107,500 effective Oct 30, 2024 (prior $102,000) | For independent directors only; not paid to Bolduc |
| Committee chair fees (context) | Audit Chair: $15,000; other committee Chairs: $10,000 | For independent directors; not paid to Bolduc |
| Pension/retirement benefits | None | No profit‑sharing or retirement plan; directors do not receive pension/retirement benefits |
Performance Compensation
| Element | Detail | Metrics/Vesting |
|---|---|---|
| Equity or performance awards from WHF | None disclosed for directors; interested directors receive no compensation | No RSUs/PSUs/options or performance metrics disclosed for directors at WHF |
Other Directorships & Interlocks
| Entity/Relationship | Detail | Potential Interlock/Conflict Signal |
|---|---|---|
| H.I.G. Capital (external adviser affiliation) | Bolduc is Executive Managing Director of H.I.G. Capital | WHF is externally managed by WhiteHorse Advisers (affiliate of H.I.G.); Bolduc’s senior role at H.I.G. creates perceived conflicts around advisory fees/incentives |
| H.I.G. Bayside Loan Opportunity Fund IV, L.P. | Beneficial owner of 3,976,258 WHF shares (17.1%) | Affiliate ownership concentration can influence governance; voting rights passed through to LPs |
| Anthony Tamer (H.I.G. co‑founder) | Beneficially 4,439,646 shares (19.1%) through affiliated entities | Significant affiliated ownership; oversight mitigated by Independent Directors |
Expertise & Qualifications
- Credit investing and portfolio management across primary loans, distressed debt, and private equity; leader of a ~$20B credit platform at H.I.G. Capital .
- Operating/consulting background (Chemed; Bain & Company) supporting board oversight of strategy and risk .
- Academic credentials: B.S. (Lehigh, Computer Science); MBA (UVA Darden) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Form/Notes |
|---|---|---|---|
| John Bolduc | 472,515 | 2.0% | Includes shares held via Bolduc Family L.P. and Bolduc Investments X, LLC; Bolduc is sole shareholder of GP of Bolduc Family L.P. and a member of Bolduc Investments X, LLC; disclaims beneficial ownership except to extent of pecuniary interest |
| Dollar range (director disclosure format) | Over $100,000 | — | Director dollar‑range disclosure per BDC standards |
| Shares outstanding (record date) | 23,243,088 | 100% | Record date June 6, 2025 |
Governance Assessment
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Strengths
- Deep credit-investing expertise and long tenure (Chairman since 2012) align with WHF’s externalized credit strategy and portfolio oversight needs .
- Independent committees with experienced financial leadership (Audit=all independent; financial expert designation for Audit Chair) help mitigate adviser conflicts .
- Board/committee attendance met at least 75% for all directors in FY 2024, indicating baseline engagement .
-
Key Risks and Potential Conflicts
- RED FLAG: Non‑independent Chairman; no Lead Independent Director. Bolduc’s senior role at H.I.G. (WHF’s adviser affiliate) plus chairmanship can concentrate influence over agenda‑setting and oversight of adviser economics .
- Adviser economics: WhiteHorse Advisers’ fees (base 1.75% effective Jan 1, 2024; 2024 base fee $12.1m and incentive fee $9.3m) create potential misalignment; Board re‑approved the agreement Oct 30, 2024, but conflicts persist by design in externalized models .
- Related‑party ecosystem: Administration Agreement ($0.7m in 2024), staffing agreements, and co‑investment framework with H.I.G. affiliates increase interdependencies; allocation and exemptive relief policies seek to mitigate but do not eliminate conflicts .
- Hedging policy: Joint Code of Ethics does not expressly prohibit hedging transactions by directors/adviser personnel, which can weaken alignment if used (no individual use disclosed) .
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Compensation and Alignment
- Bolduc receives no cash or equity compensation from WHF as an interested director, which avoids direct board‑pay conflicts; however, his H.I.G. role ties him economically to the adviser’s fee structure, warranting strong independent oversight of advisory terms and valuations .
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Monitoring Priorities for Investors
- Watch for: changes to advisory fee terms, incentive thresholds, or valuation practices; robustness of independent committee challenge; addition of a Lead Independent Director; attendance at annual stockholder meetings (only 3 of 7 attended in 2024) as a soft engagement signal .