GIP-65: Retain advisor to oversee risk management

Summary

In order to improve risk management and increase preparedness to protect the overall economic interests of our community, we are proposing that the Goldfinch Foundation (i) retain and reimburse the following consultant to oversee risk management of all Goldfinch-tokenized loans and investments (such consultant, the ”Advisor”) and (ii) grant the Advisor full authority to maximize recovery on behalf of all Goldfinch lenders across all nine (9) borrower pools that are outstanding as of the date of this proposal (collectively, ”Borrowers”). Immediately following the approval of this proposal, this community-retained Advisor will assume the role of an administrative and collateral agent for the Senior Pool, and will coordinate all communications between the community and all Borrowers.

Motivation

Based on the following observations and conclusions, we think it’s critical that the Goldfinch Foundation dedicate resources towards risk management:

  1. Absence of a centralized risk manager role;
  2. Inefficiency of individual Backers separately seeking to establish a direct dialogue with their respective Borrower(s);
  3. Lack of communication from certain Borrowers;
  4. Inconsistency in reporting quality among Borrowers; and,
  5. Especially the unprecedented situation with Lend East and Mr. Karan Bhatia, among other reasons.

Specifications and Requirements

By retaining the Advisor, the Senior Pool and Backers (collectively, “Lender”) associated with the Borrowers authorize the Advisor to take such action on such Lender’s behalf and to exercise such powers, rights and remedies under the respective documents by and among Lender and Borrower as are granted to such Lender by the terms thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Advisor may exercise such powers, rights and remedies and perform such duties by or through its agents, sub-agents, employees or attorneys-in-fact. Advisor shall not have, by reason hereof or any of the other documents, a fiduciary relationship in respect of any Lender. Without limiting the foregoing, Advisor is authorized to:

  1. file any financing or continuation statements or record any documents or instruments in any public office at any time or times or otherwise perfect any security interest for the benefit of Lender and other secured parties;
  2. monitor and preserve the collateral;
  3. make information requests to Borrower;
  4. deliver notices of default and/or event of default to Borrower and negotiate forbearance agreements and waivers in connection therewith; and,
  5. to the extent available under applicable law and the terms of the documents, take remedial action against Borrower and the collateral such as initiating litigation, conducting foreclosures, and sweeping cash.

In addition, this Advisor will be responsible for providing regular updates to the community, and will serve as the main point of contact for all Lenders regarding actions and remedies related to the Borrowers. Immediately following the approval of this proposal, this community-retained Advisor will be reaching out to the community to establish best practices for all Lender-Borrower communications going forward, including but not limited to how risk updates will be provided.

After having reviewed several proposals from qualified consulting firms and individual consultants, including assessments of experience, costs, and time commitment, among other considerations, we recommend that the Goldfinch Foundation retain the following individual:

  • Name: Ajay Gill
  • Experience: Mr. Gill is currently advising the special situations team at one of the largest alternative investment firms in the world (with $400+ billion in assets under management), where he is helping to originate deal flow directly from financial sponsors looking for junior capital and other credit-oriented solutions. Previously, Mr. Gill worked as a Partner (U.S. Growth) for Namaste Credit, which is an India-based financial technology startup that utilizes machine learning and artificial intelligence to speed up small business loan processing times. Prior to that, Mr. Gill spent ~8 years at Prospect Capital (with ~$8 billion in assets under management), focusing on originating, executing, and monitoring investments across various strategies including direct lending, broadly syndicated loans, and private equity. Mr. Gill spent a considerable amount of time drafting, editing, and analyzing legal documents. Additionally, his responsibilities included communicating and meeting with the firm’s institutional and retail investors in Prospect Capital funds. Earlier, Mr. Gill spent time as an Analyst in the private equity fund of funds group at Credit Suisse, and as an analyst at Copal Partners where he spent a portion of his time working in the U.K. and India.

The budget will be managed on an hourly basis, subject to a monthly cap as follows:

  • Monthly cap: no greater than $30,000 per month in the first three (3) months; thereafter, no greater than $15,000 per month.
  • Additional expenses: no greater than $20,000 per month in legal expenses; to the extent the Advisor actually bills less than the aforementioned monthly cap, such unused amounts may be used towards reimbursement of legal or additional advisory or related consulting fees deemed necessary by the Advisor in their reasonable discretionary.
  • Initial engagement: six (6) months

Benefits

Having the Advisor in place will allow the community to hold their respective Borrowers accountable to the highest standards, as stipulated in the underlying documents. Community benefits include, but are not limited to, the following:

  • Streamline risk management
  • Improve communication
  • Centralize decision making

Downside

Risk management can be costly; however, in the grand scheme of things, the net return to the community can be significant, especially in light of recent events.

The Advisor might not have the full historical context on all Borrowers. That being said, we will put in our best effort during onboarding to ensure we pass along all critical and other contextual information. We would also encourage all informed community members to do the same in order to set the Advisor up for success.

Voting

“Yes” - The Goldfinch Foundation will retain the Advisor and use Goldfinch treasury funds to compensate the Advisor.

“No” - Do nothing.

Thanks for proposal.

I have four questions / observations

  • Has Ajay Gill any skin in the game? I.e. does he own any backer position?

  • Can you share his Linkedin bio so that we can all have a look?

  • Will he be full time or is that 30k for an “advisory position”?

  • Warbler received millions in GFI, I would have thought that was against a long-term commitment and not to ask the protocol to fund this extra monitoring. Even if this is, in absolute value, not a gigantic amount, I’d rather have this money used to compensate lenders and see Warbler use its own millions of GFI tokens to finance this. That would seem much more acceptable for a community that just got ripped off millions of dollars in a very murky context (i.e. LendEast saying Goldfinch team is lying and vice-versa about what really happened)

Generally speaking am getting really confused what are the millions of GFI tokens (worth almost USD100m at today’s value) for the team and Warbler, if it’s not to perform monitoring work, not to perform collection, not to do credit assessment.

Feels like Goldfinch team / Warbler prefers to hire a third party so that when things go south you’ll be able to claim “that’s not us, we don’t know anything, deal with the third party” a bit more easily than with the LendEast pool, but obviously as user and investor in the protocol, it’s a big disappointment and an ethical breach to see the original team trying to get out any legal, practical and moral responsibility about the Goldfinch protocol

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Thanks for putting this proposal together @mikesall. Given that Goldfinch finds itself at a pivotal moment of transitioning to being “a lending operating system” in which other (de)centralised companies build on top of, I think it’s quite important to wind down the remaining book directly loaded on the Goldfinch front-end in a very responsible manner. Given the intricacies and ground we’re breaking in the RWA arena, I do believe we will require some highly specialised skills to support us in the best way possible.

Additionally, time is not on our side, so I fully support the candidate being put forward.

@Antoine, given that Goldfinch is a decentralised application, I actually think it’s more ideal for Warbler not to “hire” this capability and for the community to appoint a 3rd party representative as is being suggested. At the end of the day, the initial premise is that loans would be managed by the community, so this I guess is a stop-gap measure and I believe should not be a Warbler employee, but should report to and support the community.

Given the situation with LendEast, I think we have to act very swiftly, with the right calibre of professionalism to prevent any of the other borrowers deciding to relax on their agreements too.

We’re learning as we go, but glad to see the Goldfinch team hold dear to the principles of the initial design and manage the transition / pivot in what I believe to be a relatively responsible manner.

My vote is “Yes” - The Goldfinch Foundation will retain the Advisor and use Goldfinch treasury funds to compensate the Advisor.

I consider such a proposal necessary in the current situation.

It is curious that the discussion of this proposal does not attract as much attention as for previous proposals.
However, hiring a consultant with the required skills is essential. The current situation requires the adoption of new decisions that will determine the future development of the Goldfinch protocol.
Personally, it was initially unclear to me who should deal with such legal issues arising due to the fault of unscrupulous borrowers. Should this be the Goldfinch/Warbler team? Or community? Now there is some certainty. There will be a specific person dealing with such issues.
Considering the amount of loans issued, risk management costs should not be expected to be small. It is possible that the costs indicated in the proposal are acceptable.

In general, I agree with all points of the proposal, but a number of clarifying questions arise:

  1. It is possible that in the event of successful repayment of the amount (or part thereof) in the event of default, the consultant should be assigned an incentive payment as a percentage of the above loan amount. Moreover, payments to the consultant may consist of some fixed part (for ongoing work on servicing loans) and a motivational part (for work on returning overdue loans or in case of defaults). The consultant’s salary in the future should also depend on whether “bad” loan situations arise or not.
  2. How will the final interaction between the Goldfinch/Warbler team, the consultant and the community be organized? Will the Goldfinch/Warbler team abstract itself from making decisions on loans or will it continue to play one of the main roles?
  3. What role will the community play in lending decisions? It seems logical to follow this course of action: the consultant studies the situation, develops several strategies, describes the pros and cons of each of them, and the community makes the final decision by voting.

But I think that these issues can be resolved later in the process. By adopting appropriate “clarifying” proposals.

I forgot to share earlier for convenience but here is Ajay’s linkedin: https://www.linkedin.com/in/ajay-gill-60b71b4/

(This was always readily available through a quick LinkedIn search given the background shared in the proposal.)

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