Steven Hart
Independent Director
Governance & structure
Tetragon is a Guernsey closed-ended investment company, with an external investment manager, Tetragon Financial Management LP. The company is listed on Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V., and also traded on the Specialist Fund Segment of the Main Market of the London Stock Exchange.
Tetragon has an authorised share capital of $1,000,000 divided into 10 voting shares, having a par value of $0.001 each, and 999,999,990 non-voting shares, or Shares, having a par value of $0.001 each. The Shares are listed on Euronext Amsterdam N.V. under the ticker symbol “TFG.NA” and on the Specialist Fund Segment of the Main Market of the London Stock Exchange plc under the symbols “TFG.LN” and “TFGS.LN”. The 10 voting shares in issue were issued at par and are owned by a non-U.S. affiliate of Tetragon’s investment manager that is ultimately controlled by Reade Griffith and Paddy Dear. Tetragon’s voting shares are the only shares of Tetragon entitled to vote for the election of Tetragon’s board of directors and on all other matters, subject to the limited rights of the Shares described in Tetragon’s Memorandum and Articles of Incorporation. Tetragon’s voting shares are not entitled to receive dividends.
Except as described in Tetragon’s Memorandum and Articles of Incorporation, the Shares are not entitled to vote on any matter. The Shares carry a right to any dividends or other distributions declared by Tetragon.
31 Dec 2018 – Memorandum and Articles of Incorporation
Our Board
The Board of Directors currently comprises five Directors, including three Independent Directors.
David O’Leary
Independent Director
Deron J. Haley
Independent Director
Paddy Dear
Tetragon Co-Founder
Reade Griffith
Tetragon Co-Founder and
Chief Investment Officer
The structure, practices and committees of the Board of Directors of Tetragon, including matters relating to the size, independence and composition of the Board of Directors, the election and removal of Directors, requirements relating to board action and the powers delegated to board committees, are governed by Tetragon’s Memorandum and Articles of Incorporation.
Tetragon has five directors, or the Directors. As set out below and as elsewhere described in the risk factors found on Tetragon’s website at https://www.tetragoninv.com/shareholders/additional-info/risk-factors/, not less than a majority of the Directors are independent. A Director will be an “Independent Director” if the Board of Directors determines that the person satisfies the standards for independence contained in the Corporate Governance Code 2024 in all material respects. If the death, resignation or removal of an Independent Director results in the Board of Directors having less than a majority of Independent Directors, the vacancy must be filled promptly. Pending the filling of such vacancy, the Board of Directors may temporarily consist of less than a majority of Independent Directors and those Directors who do not meet the standards for independence may continue to hold office.
A Director who is not an Independent Director will not be required to resign as a Director as a result of an Independent Director’s death, resignation or removal. In addition, Tetragon’s Memorandum and Articles of Incorporation prohibit the Board of Directors from consisting of a majority of Directors who are resident in the United Kingdom.
Each member of Tetragon’s Board of Directors is elected annually by the holder of Tetragon’s voting shares. All vacancies on the Board of Directors, including by reason of death or resignation, may be filled, and additional Directors may be appointed, by a resolution of the holder of Tetragon’s voting shares.
A Director may be removed from office for any reason by notice requesting resignation signed by all other Directors then holding office, if the Director is absent from four successive meetings without leave expressed by a resolution of the Directors or for any reason by a resolution of the holder of Tetragon’s voting shares. A Director will also be removed from the Board of Directors if they become bankrupt, if they become of unsound mind, if they become a resident of the United Kingdom and such residency results in a majority of the Board of Directors being residents of the United Kingdom or if they become prohibited by law from acting as a Director. A Director is not required to retire upon reaching a certain age.
The Board of Directors of Tetragon may take action in a duly convened meeting, for which a quorum is five Directors, or by a written resolution signed by at least five Directors. When action is to be taken by the Board of Directors, the affirmative vote of five of the Directors then holding office is required for any action to be taken. As a result, the Board of Directors will not be able to act without the affirmative vote of both of the Directors affiliated with the holder of Tetragon’s voting shares.
The Directors are responsible for the management of Tetragon. They have delegated to the investment manager certain functions, including broad discretion to adopt an investment strategy to implement Tetragon’s investment objective. However, certain matters are specifically reserved for the Board of Directors under the Memorandum and Articles of Incorporation.
Provided that a Director has disclosed to the other Directors the nature and extent of any such Director’s interests in accordance with the Companies (Guernsey) Law, 2008, as amended, a Director, notwithstanding his office: (a) may be a party to, or otherwise interested in, any transaction or arrangement with Tetragon or in which Tetragon is otherwise interested; (b) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by Tetragon or in which Tetragon is otherwise interested; and (c) shall not be accountable to Tetragon for any benefit derived from any such transaction or arrangement or from any interest in any such body corporate, and no such transaction or arrangement shall be void or voidable on the grounds of any such interest or benefit or because such Director is present at or participates in the meeting of the Directors that approves such transaction or arrangement, provided that (i) the material facts as to the interest of such Director in such transaction or arrangement have been disclosed or are known to the Directors and the Directors in good faith authorise the transaction or arrangement and (ii) the approval of such transaction or arrangement includes the votes of a majority of the Directors that are not interested in such transaction or such transaction is otherwise found by the Directors (before or after the fact) to be fair to Tetragon as of the time it is authorised. Under the Investment Management Agreement, the Directors have authorised the investment manager to enter into transactions on behalf of Tetragon with persons who are affiliates of the investment manager, provided that in connection with any such transaction that exceeds $5 million of aggregate investment the investment manager informs the Directors of such transaction and obtains either (i) the approval of a majority of the Directors that do not have a material interest in such transaction or (ii) an opinion from a recognised investment bank, auditing firm or other appropriate professional firm substantively to the effect that the financial terms of the transaction are fair to Tetragon from a financial point of view.
The remuneration for Directors is determined by resolution of the holder of Tetragon’s voting shares. The Directors’ annual fee is $150,000 in compensation for service on the Board of Directors of Tetragon (2024: $150,000). The Directors have the option to elect to receive shares in Tetragon instead of the fee. The Directors affiliated with the holder of Tetragon’s voting shares have waived their entitlement to a fee. The Directors are entitled to be repaid by Tetragon for all travel, hotel and other expenses reasonably incurred by them in the discharge of their duties. None of the Directors has a contract with Tetragon providing for benefits upon termination of employment.
In addition to the annual fee, Tetragon has awarded its shares to the Independent Directors as described in the 2025 Annual Report.
Tetragon is required to comply with all provisions of the Companies (Guernsey) Law, 2008, as amended, relating to corporate governance to the extent that the same are applicable and relevant to Tetragon’s activities. In particular, each Director must seek to act in accordance with the “Code of Practice – Company Directors”. Tetragon reports against the AIC Code of Corporate Governance (AIC Code). The 2019 AIC Code has been endorsed by, amongst others, the Financial Reporting Council and the Guernsey Financial Services Commission (GFSC). This means that Tetragon may make a statement that by reporting against the AIC Code it is meeting its applicable obligations under the UK Corporate Governance Code 2018, the 2011 GFSC Finance Sector Code of Corporate Governance and any associated disclosure requirements under paragraph 9.8.6 of the London Stock Exchange’s Listing Rules. No formal corporate governance code applies to Tetragon under Dutch law.
Each present and former Director or officer of Tetragon is indemnified against any loss or liability incurred by the Director or officer by reason of being or having been a Director or officer of Tetragon. In addition, the Directors may authorise the purchase or maintenance by Tetragon for any Director or officer or former Director or officer of Tetragon of any insurance, in respect of any liability which would otherwise attach to the Director or officer or former Director or officer.
The Audit Committee of Tetragon is responsible for, among other items, assisting and advising Tetragon’s Board of Directors with matters relating to Tetragon’s accounting and financial reporting processes and the integrity and audits of Tetragon’s financial statements. The Audit Committee is also responsible for reviewing and making recommendations with respect to the plans and results of each audit engagement with Tetragon’s independent auditor, the audit and non-audit fees charged by the independent auditor and the adequacy of Tetragon’s internal accounting controls, and for reviewing Tetragon’s administrator’s and Tetragon’s investment manager’s statements on internal control systems prior to endorsement by the Board of Directors.
The total audit fee for 2025 for Tetragon was $0.8 million. Non-audit fees payable to the independent auditor and its member firms was $0.2 million in 2025. In addition to this, $2.8 million of audit fees was payable by the entities controlled by Tetragon to the independent auditor and its member firms. The Audit Committee concluded that these fees do not pose a threat to the independent auditor’s independence or objectivity.
Our Investment Manager
Tetragon Financial Management LP has been appointed the investment manager of Tetragon pursuant to an investment management agreement dated 26 April 2007 (see “Summary of Key Terms of Tetragon’s Investment Management Agreement”). The investment manager’s general partner, Tetragon Financial Management GP LLC, is responsible for all actions of the investment manager. The general partner is ultimately controlled by Reade Griffith and Paddy Dear, who also control the holder of Tetragon’s voting shares and are the voting members of the investment manager’s Investment and Risk Committees. Reade Griffith acts as the authorised representative of the general partner and the investment manager. The investment manager is registered as an investment adviser under the United States Investment Advisers Act of 1940.
Under the terms of the Investment Management Agreement, the investment manager has full discretion to invest the assets of Tetragon in a manner consistent with the investment objective of Tetragon. The investment manager has the authority to determine the investment strategy to be pursued in furtherance of the investment objective, which strategy may be changed from time to time by the investment manager in its discretion. The investment manager is authorised to delegate its functions under the Investment Management Agreement.
The Investment Management Agreement continues in full force and effect unless terminated (i) by the investment manager at any time upon 60 days’ notice or (ii) immediately upon Tetragon giving notice to the investment manager or the investment manager giving notice to Tetragon in relation to such entity in the event of (a) the party in respect of which notice has been given becoming insolvent or going into liquidation (other than a voluntary liquidation for the purpose of reconstruction or amalgamation upon terms previously approved in writing by the other party) or a receiver being appointed over all or a substantial part or of its assets or it becoming the subject of any petition for the appointment of an administrator, trustee or similar officer, (b) a party committing a material breach of the Investment Management Agreement which causes a material adverse effect to the non- breaching party and (if such breach shall be capable of remedy) not making good such breach within 30 days of service upon the party in breach of notice requiring the remedy of such breach or (c) fraud or wilful misconduct in the performance of a party’s duties under the Investment Management Agreement.
The Investment Management Agreement provides that none of the investment manager, its affiliates or their respective members, managers, partners, shareholders, directors, officers and employees (including their respective executors, heirs, assigns, successors or other legal representatives) (each, as an indemnified party) will be liable to Tetragon or any investor in Tetragon for any liabilities, obligations, losses (including, without limitation, losses arising out of delay, mis-delivery or error in the transmission of any letter, cable, telephonic communication, telephone, facsimile transmission or other electronic transmission in a readable form), damages, actions, proceedings, suits, costs, expenses (including, without limitation, legal expenses), claims and demands suffered in connection with the performance by the investment manager of its obligations under the Investment Management Agreement or otherwise in connection with the business and operations of Tetragon, in the absence of fraud or wilful misconduct on the part of an indemnified party, and Tetragon has agreed to indemnify each indemnified party against any such liabilities, obligations, losses, damages, actions, proceedings, suits, costs, expenses, claims and demands, except as may be due to the fraud or wilful misconduct of the indemnified party.
The investment manager may act as investment manager or advisor to any other person, so long as its services to Tetragon are not materially impaired thereby, and need not disclose to Tetragon anything that comes to its attention in the course of its business in any other capacity than as investment manager. The investment manager is not liable to account for any profit earned or benefit derived from advice given by the investment manager to other persons. The investment manager will not be liable to Tetragon for any loss suffered in connection with the investment manager’s decision to offer investments to any other person, or failure to offer investments to Tetragon.
The investment manager is authorised to enter into transactions on behalf of Tetragon with persons who are affiliates of the investment manager, provided that in connection with any such transaction that exceeds $5 million of aggregate investment, the investment manager obtains either (i) the approval of a majority of the Directors that do not have a material interest in such transaction (whether as part of a Board of Directors resolution or otherwise) or (ii) an opinion from a recognised investment bank, auditing firm or other appropriate professional firm substantively to the effect that the financial terms of the transaction are fair to Tetragon from a financial point of view.
All fees and expenses of Tetragon, including management fees relating to the administration of Tetragon and incentive fees (each as described below), will be paid by Tetragon.
The investment manager is entitled to receive a management fee equal to 1.5% per annum of the NAV of Tetragon payable monthly in advance prior to the deduction of any accrued incentive fees.
Tetragon will also pay to the investment manager an incentive fee for each Calculation Period (as defined below) equal to 25% of the increase in the NAV of Tetragon during the Calculation Period (before deduction of any dividend paid or the amount of any redemptions or repurchases of shares or other relevant capital adjustments during such Calculation Period) above (i) the Reference NAV (as defined below) plus (ii) the Hurdle (as defined below) for the Calculation Period. If the Hurdle is not met in any Calculation Period (and no incentive fee is paid), the shortfall will not carry forward to any subsequent Calculation Period.
A “Calculation Period” is a period of three months ending on 31 March, 30 June, 30 September and 31 December of each year, or as otherwise determined by the Board of Directors of Tetragon.
The “Reference NAV” is the greater of (i) NAV at the end of the Calculation Period immediately preceding the current Calculation Period and (ii) the NAV as of the end of the Calculation Period ending three months earlier than the Calculation Period referred to in clause (i). For the purposes of determining the Reference NAV at the end of a Calculation Period, the NAV shall be adjusted by the amount of accrued dividends and amounts of any redemptions or repurchases of shares (or other relevant capital adjustments) and incentive fees to be paid with respect to that Calculation Period.
The “Hurdle” for any Calculation Period will equal (i) the Reference NAV multiplied by (ii) the Hurdle Rate (defined below).
The “Hurdle Rate” for any Calculation Period equals (x) Term SOFR (as defined below) plus 2.747858% per annum, multiplied by (y) the actual number of days in the Calculation Period, divided by (z) 365.
“Term SOFR” means a rate per annum equal to the forward-looking term rate, based on the secured overnight financing rate published by the Federal Reserve Bank of New York (or any successor administrator of the secured overnight financing rate), that is published by the CME Group Inc. (or a successor administrator of Term SOFR) for a three-month period, on the first day of the applicable Calculation Period (the “Term SOFR Determination Date”); provided, however, that if as of 5:00 p.m. (Central time) on the Term SOFR Determination Date, Term SOFR for a three-month period has not been published, Term SOFR will be the next available Term SOFR for a three-month period as published by the CME Group Inc. (or a successor administrator of Term SOFR).(1)
The incentive fee in respect of each Calculation Period is calculated by reference to the increase in NAV of the shares before deduction of any accrued incentive fee. The incentive fee is normally payable in arrears within 14 calendar days of the end of the Calculation Period. If the Investment Management Agreement is terminated other than at the end of a Calculation Period, the date of termination will be deemed to be the end of the Calculation Period. Apart from the management fees and the incentive fee, the investment manager does not charge separate fees based on the NAV of Tetragon.
No incentive fee was accrued for the fourth quarter of 2025 in accordance with Tetragon’s Investment Management Agreement. The Hurdle Rate for the first quarter of the 2026 incentive fee has been reset at 6.397628% (Q4 2025: 6.704318%) as per the process outlined above and in accordance with Tetragon’s Investment Management Agreement.
Tetragon generally bears all costs and expenses directly related to its investments or prospective investments, such as brokerage commissions, interest on debit balances or borrowings, custodial fees and legal and consultant fees. Tetragon also generally bears all out-of-pocket costs of administration, including accounting, audit, administrator and legal expenses, costs of any litigation or investigation involving their activities, costs associated with reporting and providing information to existing and prospective investors and the costs of liability insurance.
(1) Tetragon and its investment manager have agreed on a procedure for determining an alternate benchmark rate in the event that Term SOFR is unavailable in the future.
The investment manager’s responsibilities with respect to Tetragon include, inter alia:
- investing and reinvesting the assets of Tetragon in securities, derivatives and other financial instruments and other investments of whatever nature and committing the assets of Tetragon in relation to agreements with entities, issuers and counterparties;
- holding cash balances or investing them directly in any short-term investments, and reinvesting any income earned thereon in accordance Tetragon’s investment strategy;
- purchasing, holding, selling, transferring, exchanging, mortgaging, pledging, hypothecating and otherwise acting to acquire and dispose of and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to investments held or owned by Tetragon, with the objective of the preservation, protection and increase in value thereof;
- exercising any voting or similar rights attaching to investments purchased on behalf of Tetragon;
- borrowing or raising monies from time to time without limit as to the amount or manner and time of repayment;
- engaging consultants, attorneys, independent accountants or such other persons as the investment manager may deem necessary or advisable; and;
- entering into any other contracts or agreements in connection with any of the foregoing activities.
Tetragon Partners is an investment of Tetragon, and, as such, the investment manager is responsible for exercising any of Tetragon’s voting or similar rights with respect to Tetragon Partners as an investment and is responsible for the management, oversight and/ or supervision of such investment. As with any other category of investments, the investment manager is also responsible for decisions with respect to acquisitions of asset management businesses to be added to Tetragon Partners using Tetragon’s cash (which may include minority interests in asset management businesses, joint ventures or other similar arrangements) – as investment decisions with respect to Tetragon’s cash or other assets. Following the acquisition of an asset management business, that business then becomes a part of Tetragon Partners and Tetragon Partners is responsible for the management, oversight and/or supervision of such business, including amendments to or modifications of the terms or arrangements of its ownership of such business (except, where relevant, to the extent of decisions with respect to Tetragon’s cash), and any decision to sell or otherwise dispose of all or any portion of such business.
One of Tetragon’s largest investments is Tetragon Partners, which manages, oversees and supervises its majority and minority GP stakes in asset management companies. In addition to investing as an LP in some of the strategies managed by Tetragon Partners asset managers, Tetragon aims to realise, where appropriate, the value of its GP stakes in these businesses, whether through strategic transactions or dispositions.
Through Tetragon Partners, Tetragon buys, launches and builds asset management businesses. Depending on the circumstances, Tetragon can provide working capital, co-investment capital and/or operating infrastructure – encompassing critical business management functions such as risk management, business development, investor relations, financial control, technology, and compliance/legal matters – supporting long-term value creation while enabling entrepreneurial independence for the CIOs of these businesses
Tetragon Partners has an internal management team that is responsible for the Tetragon Partners business as a whole, including the management, oversight and/or supervision of its various asset management businesses as they form and grow the funds and vehicles that they manage, and is responsible for its own costs.
In addition to investing as an LP in the various funds and other vehicles managed by a Tetragon Partners business, Tetragon may also provide equity, loans or other financial support to Tetragon Partners or its asset management businesses. The investment manager is responsible for any decision to invest cash into any fund or other vehicle managed by a Tetragon Partners business and is also responsible for decisions regarding financial support for Tetragon Partners.
In connection with the management, oversight and/or supervision of asset management businesses within Tetragon Partners, Tetragon Partners (rather than the investment manager) is responsible for, inter alia, business development, marketing, legal and compliance, risk management and governance, as well as guidance on business issues faced by a new fund or vehicle and the strategic direction of such businesses.
The investment manager relies on two Tetragon Partners entities(i) for a broad range of services to support its activities. The services provided to the investment manager under a Services Agreement by Tetragon Partners, through these entities, include infrastructure services such as operations, financial control, trading, marketing and investor relations, legal, compliance, office administration, payroll and employee benefits. One of those entities, Tetragon Partners UK LLP(ii), which is authorised and regulated by the United Kingdom Financial Conduct Authority, also provides services to the investment manager relating to the dealing in and management of investments, arrangement of deals and advising on investments.
(i) These Tetragon Partners subsidiaries also provide infrastructure and investment management services to LCM, Contingency Capital, Westbourne River Partners, Hawke’s Point, the TCI General Partner, Banyan Square Partners, Tetragon Life Sciences and Tetragon Global Equities.
(ii) Reade Griffith and Paddy Dear hold certain membership interests in Tetragon Partners UK LLP which collectively entitle them to exercise all of the voting rights in respect of the entity. Mr. Griffith and Mr. Dear have agreed that they will (i) exercise their voting rights in a manner that is consistent with the best interests of Tetragon and (ii) upon the request of Tetragon, for nominal consideration, sell, transfer, and deliver their membership interests in Tetragon Partners UK LLP to Tetragon Partners.
Tetragon Partners has implemented a cost-allocation methodology with the objective of allocating service-related costs, including to the investment manager, in a consistent, fair, transparent and commercially based manner.(i) Tetragon Partners then charges fees to the investment manager for the services allocated to the investment manager on a cost-recovery basis designed to achieve full recovery of the allocated costs. In 2025, the total amount recharged to the investment manager, excluding direct expenses, was $25.9 million.
Most of the costs related to these services are directly or indirectly attributable to personnel or “human capital”, with compensation typically being the largest single cost.(ii) Consequently, one of the most critical cost allocations relates to professionals’ time, which is commonly expressed as Full Time Equivalents or “FTEs”. On a monthly basis, each Tetragon Partners employee(iii), directly or via their team head, provides a breakdown of the approximate percentage of time spent supporting the various businesses for the previous month (this excludes certain functions such as office management and technology that are charged to business users on a standard basis (e.g., space used or global headcount) which removes any need on the part of those teams to allocate their FTEs to business lines). Tetragon Partners employees should not be incentivised to either over- or under-allocate to any business, as their time allocation is not a consideration in the determination of their overall compensation. Once allocated percentages are determined and agreed, an FTE is derived, subject to adjustments for items determined by contractual arrangements. Core personnel costs, including salary, bonus, pension and healthcare, are charged on an actual employee cost basis to each business line (including the investment manager) based on the FTE allocation described above.
In addition to FTE costs, there are a number of other costs that reflect the use of resources by Tetragon Partners personnel on behalf of the investment manager (in addition to the other Tetragon Partners businesses), including real property costs, technology and market data. A standard cost methodology is used to allocate these costs across the various business lines that are supported, including the investment manager. The setting of standard costs is designed to reflect what those costs would be on an arm’s-length basis. The methodology is designed to create consistency in order to provide a fair allocation of resource costs to all businesses.
Employee FTE data is collated and used to process monthly cost allocations. Such allocations are invoiced monthly to users of the Tetragon Partners platform that are not owned by Tetragon Partners, including the investment manager, or allocated within the Tetragon Partners general ledger for businesses owned by Tetragon Partners.
Tetragon Partners’ cost allocation methodology is documented and updated annually by Tetragon Partners’ finance team in consultation with its legal and compliance teams and is approved each year by Tetragon Partners’ Executive Committee.
KPMG LLP, reporting directly to Tetragon’s Audit Committee, is currently engaged to periodically test that the costs allocated to (and therefore recovered from) the investment manager have been properly calculated in accordance with the approved cost-allocation methodology. Tetragon’s Board of Directors has adopted procedures for related-party transactions that require approval of a majority of disinterested Directors. Accordingly, Tetragon’s Independent Directors are required to approve the methodology for allocating costs and, in their sole discretion, the application of that methodology as part of their oversight processes. The annual cost allocation methodology update and the actual annual cost allocations that result based on these cost methodology policies and procedures are separately approved by the Independent Directors.
(i) This cost allocation methodology also applies to the other Tetragon Partners businesses.
(ii) Employee compensation will also include Tetragon Partners’ long-term incentive plan and its other equity-based awards.
(iii) Amounts paid by Tetragon Partners to Reade Griffith and Paddy Dear in connection with services provided by them to Tetragon Partners are not allocated to the investment manager.
The information contained in this webpage supersedes any previous disclosure by Tetragon with respect to such information.
The investment manager’s Investment and Risk Committee is responsible for the investment and risk management of Tetragon’s portfolio. The Committee performs active and regular oversight and risk monitoring. The Committee determines the investment strategy of Tetragon and approves each significant investment by it. The Committee currently consists of Reade Griffith, Paddy Dear and Stephen Prince.
The investment manager’s Executive Committee oversees all key non-investment and risk activities of the investment manager and currently consists of: Reade Griffith, Co-Founder and Chief Investment Officer; Paddy Dear, Co-Founder; Stephen Prince, Chief Executive Officer of Tetragon Partners; Paul Gannon, Chief Financial Officer and Chief Operating Officer; Sean Côté, General Counsel and Co-Head of Legal Regulatory and Compliance; and Greg Wadsworth, Head of Business Development and Investor Relations.