Rick Frier

About Rick Frier

Rick P. Frier (age 63) is an Independent Director at WhiteHorse Finance, Inc. (WHF) and serves as Chairman of the Compensation Committee; he has been a Class II director since 2016 with a term expiring in 2026 . He is a former Executive Vice President and Chief Financial Officer of Chiquita Brands International (April 2013–January 2015) and previously CFO and director of Catalina Marketing Corporation; he holds a B.S. in Business Administration from the University of Southern California and an MBA from Claremont Graduate University .

Past Roles

External Roles

Board Governance

• Independence: The Board determined that each director other than Messrs. Aronson, Bolduc, and Carvell is independent under Nasdaq and 1940 Act; Frier is listed among Independent Directors .
• Committee assignments:
  • Compensation Committee: Members Frier (Chair), Puckett, Smith, Volpe; oversees Independent Director compensation; may engage compensation consultants; charter on company website .
  • Audit Committee: Members Frier, Puckett (Chair), Smith, Volpe; responsible for auditor oversight, internal controls, valuation of illiquid securities; Puckett designated financial expert; charter on company website .
  • Nominating & Corporate Governance Committee: Members Frier, Puckett, Smith (Chair), Volpe; director nominations, governance principles, Board evaluations; charter on company website .
• Attendance: In FY 2024, the Board held 4 meetings; Audit held 4; Compensation and Nominating held 4 joint meetings; all directors attended at least 75% of aggregate Board/committee meetings; 3 of 7 directors attended the 2024 annual meeting .
• Leadership structure: Chairman is an “interested” director (Bolduc); no Lead Independent Director, though Audit Chair Puckett serves as liaison and helps set agendas .

Fixed Compensation

• Independent Director compensation structure: Annual fee increased from $102,000 to $107,500 effective October 30, 2024; Audit Committee chair receives $15,000; each other committee chair receives $10,000; D&O insurance provided; no pension/retirement benefits .

Performance Compensation

• No equity-based director compensation (RSUs/PSUs/options), performance metrics, or meeting fees are disclosed for Independent Directors; FY 2024 director compensation for Frier is entirely cash .
• Hedging policy note: The Joint Code of Ethics does not expressly prohibit directors, officers, or employees from entering into hedging or offset transactions (e.g., collars, equity swaps), which can weaken alignment if used .

Other Directorships & Interlocks

• Current public-company directorships: The proxy indicates directors (including Frier) do not otherwise serve on companies with Exchange Act-registered securities; listed roles appear at private companies .
• Potential interlocks: No disclosed interlocks with WHF portfolio companies or counterparties; WHF is externally managed by H.I.G. affiliates, creating broader related-party context but not specific to Frier .

Expertise & Qualifications

• Finance and governance: Former CFO at Chiquita; prior CFO/director at Catalina; extensive audit committee leadership across multiple companies; MBA and BS credentials .
• Board qualification emphasis: Experience as board member and CFO contributed to conclusion that Frier should serve on WHF’s Board .

Equity Ownership

Note: No director stock ownership guidelines (e.g., multiples of fees) and compliance status are disclosed in the proxy; while stock ownership and trading policies are referenced, specific required multiples for directors are not provided .

Governance Assessment

• Strengths:

  • Independent status; active committee leadership as Compensation Chair and membership on Audit/Nominating .
  • Attendance threshold met; Board and committees maintained regular meeting cadence in FY 2024 .
  • No current public-company board seats, limiting exchange-listed interlocks .

• Concerns and potential red flags:

  • Minimal WHF share ownership (<1%, dollar range below $50k) may signal limited direct alignment with shareholders .
  • Hedging not expressly prohibited under the Joint Code of Ethics, potentially weakening alignment if used .
  • Externally managed BDC structure with incentive fees to the adviser (base fee $12.1m and incentive fee $9.3m in FY 2024) creates inherent conflicts the Board must oversee; valuation involvement by adviser personnel adds sensitivity .
  • No Lead Independent Director; although Audit Chair acts as liaison, formal LID role absent .

• Related-party and conflict oversight:

  • Conflicts managed via policies on allocation, co-investment exemptive relief, and related-party transaction reviews; Audit Committee and Independent Directors review advisory agreements and administration arrangements; charters available online .

• Director pay signals:

  • Cash-only pay with an increase to base director fees in late 2024; absence of equity grants reduces long-term alignment but avoids equity dilution; chair fees appropriately differentiated (Audit $15k vs other committees $10k) .