John P. Volpe
About John P. Volpe
John P. Volpe (age 62) is an Independent Director of WhiteHorse Finance, Inc. (WHF), appointed in April 2024 and nominated as a Class I director with a term expiring at the 2028 annual meeting if re-elected . He holds a B.S. in Finance from the University of Illinois and brings 30+ years of commercial lending experience, including 18 years at GE Capital across syndicated debt placement, debt capital markets, European structured distribution, fund leadership, and securitized funding vehicles—directly applicable to BDC credit oversight . Volpe also serves as Treasurer and Director of Triangle Community Center, a charitable organization serving the LGBTQ+ community .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Capital | Various leadership roles: led U.S. syndicated debt placement; built debt capital markets for reinsurance; established London-based debt structuring and distribution for European commercial finance; led Unitrache Debt Fund (Sponsor Finance Group); implemented securitized funding for asset-based lending businesses | 18 years | Deep credit markets expertise; securitization and distribution capabilities leveraged for valuation-sensitive BDC lending |
| Heller Financial | Originations, underwriting, portfolio management, auditing of senior/junior debt and equity; work-outs of troubled credits | Not disclosed (early career) | Turnaround and credit risk skill set foundational to BDC portfolio oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Triangle Community Center | Treasurer; Director | Ongoing (as of 2025 proxy) | Non-profit serving LGBTQ+ community |
| Public company boards | None | — | No director otherwise serves on a public company board registered under the Exchange Act or on an investment company board |
Board Governance
- Independence: Volpe is independent under Nasdaq and the Investment Company Act of 1940; Audit and Nominating/Governance Committees are limited to Independent Directors .
- Committees: Member of Audit; Compensation; Nominating & Corporate Governance. Chairs: Audit—Rick D. Puckett; Compensation—Rick P. Frier; Nominating/Governance—G. Stacy Smith .
- Attendance: In FY 2024, the Board held 4 meetings; Audit held 4; Compensation and Nominating/Governance held 4 joint meetings. All directors attended at least 75% of meetings of the Board and their committees; 3 of 7 directors attended the 2024 annual meeting .
- Board composition: Seven directors; four are independent; no Lead Independent Director—Audit Chair acts as liaison between Independent Directors and management between meetings .
| Committee | Volpe Membership | Chair | Independence designation |
|---|---|---|---|
| Audit | Member | Rick D. Puckett | Committee members independent under 1940 Act and Nasdaq |
| Compensation | Member | Rick P. Frier | Committee members independent under SEC and Nasdaq |
| Nominating & Corporate Governance | Member | G. Stacy Smith | Committee members independent under 1940 Act and Nasdaq |
Fixed Compensation
- Independent Director annual fee increased to $107,500 effective October 30, 2024 (was $102,000 prior to that date). Audit Committee chair receives $15,000; other committee chairs receive $10,000; D&O insurance is purchased for directors and officers .
- FY 2024 director compensation earned (cash): Volpe received $74,341 (partial year due to April 2024 appointment); no pension/retirement benefits .
| Component | Amount | Notes |
|---|---|---|
| Annual Independent Director fee | $107,500 (effective 10/30/2024) | Was $102,000 prior to 10/30/2024 |
| Audit Committee chair fee | $15,000 | Volpe is not chair |
| Other committee chair fee | $10,000 | Volpe is not chair |
| FY 2024 cash fees earned (Volpe) | $74,341 | Partial year; no pension benefits |
Performance Compensation
| Metric/Element | Disclosure | Details |
|---|---|---|
| Equity awards (RSUs/PSUs) | None disclosed | No director equity grants reported for FY 2024 |
| Option awards | None disclosed | No options reported for directors |
| Performance metrics tied to director pay | None disclosed | Director pay appears cash retainer-based only |
| Clawbacks / hedging policy | Code of Ethics permits certain hedging transactions; no compensation-specific clawback disclosed | Hedging instruments not expressly prohibited by joint code of ethics |
Other Directorships & Interlocks
| Entity | Role | Public/Private | Potential Interlock/Conflict |
|---|---|---|---|
| Triangle Community Center | Treasurer; Director | Non-profit | No apparent WHF interlock disclosed |
| Other public company boards | None | — | No external public boards; reduces interlock risk |
Expertise & Qualifications
- 30+ years in commercial lending across senior/junior debt, debt funds, equity, securitization, leasing, and insurance products; 18 years at GE Capital with leadership in syndication, capital markets, European structuring/distribution, and securitized funding—highly relevant to BDC valuation and credit underwriting .
- Early-career experience at Heller Financial in origination, underwriting, portfolio/audit, and workouts—supportive of risk management oversight .
- B.S. in Finance from University of Illinois .
Equity Ownership
- Dollar range of equity securities beneficially owned (record date): Volpe—None (no reported holdings) .
- Ownership guidelines/pledging: Not disclosed; the joint code of ethics does not expressly prohibit hedging transactions, which may affect alignment .
| Item | Volpe |
|---|---|
| Dollar range of WHF equity | None |
| Shares pledged | Not disclosed |
| Hedging permitted by Code of Ethics | Yes—certain instruments not expressly prohibited |
Governance Assessment
-
Positives:
- Independent director serving on all three key committees (Audit, Compensation, Nominating/Governance), meeting independence requirements under Nasdaq/1940 Act/SEC .
- Strong, directly applicable credit market expertise (syndication, securitization, debt capital markets) that supports portfolio valuation and risk oversight in a BDC context .
- Attendance threshold met (≥75%) amid regular meeting cadence across Board and committees in FY 2024, indicating engagement .
-
Concerns / RED FLAGS:
- No WHF share ownership reported (dollar range “None”)—limited “skin-in-the-game” alignment for a director overseeing credit investments .
- Director compensation appears exclusively cash-based with no equity component, reducing long-term alignment with shareholders .
- Joint Code of Ethics allows hedging transactions (e.g., collars, swaps), which may dilute alignment if used; no prohibition disclosed .
- Board lacks a formal Lead Independent Director; Audit Chair acts as liaison—could constrain independent agenda-setting and investor confidence in contentious scenarios .
Overall signal: Volpe’s deep credit expertise and committee coverage are positives for board effectiveness; however, the absence of personal WHF equity and permissive hedging policy are alignment gaps investors should monitor, particularly in periods of credit stress or NAV volatility .