DEF 14A of Goldman Sachs BDC, Inc.
Filed Apr 3, 20240001193125-24-085124
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board is divided into three classes with staggered three-year terms. At each annual meeting of Stockholders, the successors to the class of directors whose term expires at such meeting will be elected to hold office for a term expiring at the annual meeting of Stockholders held in the third year following the year of their election. At the Meeting, you will be asked to elect three Class I directors to serve until the 2027 annual meeting of Stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, removal or disqualification. In addition, the Board has adopted policies which provide that (a) no director shall hold office for more than 15 years and (b) a director shall retire as of December 31st of the calendar year in which he or she reaches his or her 75th birthday, unless a waiver of such requirement has been adopted by a majority of the other directors. These policies may be changed by the directors without a stockholder vote. Information concerning the nominees and other relevant factors is provided below. A Stockholder may vote his or her shares for or against, or abstain from voting with respect to, the election of each nominee by properly voting by proxy over the internet or by telephone following the instructions in the Notice or by requesting, signing, dating and returning a proxy card as soon as possible. Unless contrary instructions are specified, if a proxy is executed and received prior to the Meeting (and has not been revoked) but no instructions are marked, the proxies will vote “FOR” the nominees. Each of Mr. Carlos E. Evans, Mr. Timothy J. Leach and Ms. Susan B. McGee has consented to his or her nomination and has agreed to continue to serve if elected. If, at the time of the Meeting, for any reason, Mr. Evans, Mr. Leach or Ms. McGee is not available for election or is not able to serve as a director, the persons named as proxies intend to exercise their voting power in favor of such person as is nominated by the Board as a substitute. ON FEBRUARY 27, 2024, THE BOARD, INCLUDING EACH OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDED THAT YOU VOTE “FOR” EACH NOMINEE LISTED ABOVE.
Information about the Nominees and Directors
Information about the Nominees and Directors Set forth below are the names of the nominees for the Class I directors, as well as each of the continuing directors, and their addresses, ages, terms of office, principal occupations for at least the past five years and any other directorships they hold in companies that are subject to the reporting requirements of the Exchange Act or are registered as investment companies under the 1940 Act. Directors who (1) are not deemed to be “interested persons,” as defined in the 1940 Act, of the Company, (2) meet the definition of “independent directors” under the corporate governance standards of the NYSE and (3) meet the independence requirements of Section 10A(m)(3) of the Exchange Act are referred to as “Independent Directors.” Ms. Uniacke is deemed to be an “interested person” of the Company and is referred to as the “Interested Director.” Each of Mr. Evans, Mr. Leach and Ms. McGee has been nominated for election as a Class I director to serve until the 2027 annual meeting of stockholders. None of the nominees are being proposed for election pursuant to any agreement or understanding between any such nominees and the Company.
Class I Director Nominees
Class I Director Nominees
Class I Director Nominees
| Name, Age and Address (1) | Position with the Company | Term of Office and Length of Service | Principal Occupation(s) During Past 5 Years | Other Directorships | | Independent Directors | | | | | | Timothy J. Leach (68) | Class I Director | Chairman of the Board of Directors since January 2023; Director since October 2020; term expires 2024 (2027 if re-elected) | Mr. Leach is retired. He is Chairman, MN8 Energy Inc. (2021-Present). He was formerly Chief Investment Officer, US Bank Wealth Management (2008–2016) and Treasurer and Director, National Committee to Preserve Social Security & Medicare (2014–2019). Chairman of the Board of Directors—the Company; Goldman Sachs Middle Market Lending LLC II, a privately offered business development company (“GS MMLC II”); and Goldman Sachs Private Credit Corp., a privately offered business development company (“GS Credit”). | MN8 Energy Inc.; GS MMLC II; GS Credit | | Carlos E. Evans (72) | Class I Director | Director since October 2020; term expires 2024 (2027 if re-elected) | Mr. Evans is retired. He is Chairman, Highwoods Properties, Inc. (2018–Present); Director, Highwoods Properties, Inc. (2015–2018); Director, National Coatings and Supplies Inc. (2015–Present); Director, Warren Oil Company, LLC | Highwoods Properties, Inc. (a real estate investment trust); National Coatings and Supplies Inc.; Warren Oil Company, LLC; American Welding & Gas Inc.; Johnson Management; GS MMLC II; GS Credit |
Class I Director Nominees
| Name, Age and Address (1) | Position with the Company | Term of Office and Length of Service | Principal Occupation(s) During Past 5 Years | Other Directorships | | | | | (2016–Present); Director, American Welding & Gas Inc. (2015–Present); and Director, Johnson Management (2015–Present). He was formerly Director, Sykes Enterprises, Inc. (2016–2021); Executive Vice President and Group Head of Wells Fargo Eastern Commercial Banking and National Head of Government and Institutional Banking (2009–2014). Director—the Company; GS MMLC II; and GS Credit. | | | Susan B. McGee (65) | Class I Director | Director since June 2018; term expires 2024 (2027 if re-elected) | Ms. McGee is retired. She is Director, ETTL Engineers and Consultants Inc. (2018-Present); and Director, HIVE Digital Technologies Ltd (2021-Present). She was formerly Director, Nobul Corporation (2019-2022) and held senior management positions with U.S. Global Investors, Inc. (an investment management firm), including Chief Compliance Officer (2016–2018), President (1998–2018) and General Counsel (1997–2018). She was also formerly Vice President of the U.S. Global Investors Funds (2016–2018). | ETTL Engineers and Consultants Inc.; HIVE Digital Technologies Ltd; GS PMMC; GS PMMC II; PSLF; GS Credit |
Class I Director Nominees
| Name, Age and Address (1) | Position with the Company | Term of Office and Length of Service | Principal Occupation(s) During Past 5 Years | Other Directorships | | | | | Director—the Company; Goldman Sachs Private Middle Market Credit LLC, a privately offered business development company (“GS PMMC”); Goldman Sachs Private Middle Market Credit II LLC, a privately offered business development company (“GS PMMC II”); PSLF; and GS Credit. | | | Continuing Directors not up for re-election at the Meeting | | | | | | Interested Director* | | | | | | Kaysie Uniacke (63) | Class II Director | Director since January 2014; term expires 2025 | Ms. Uniacke is Chair of the Board—Goldman Sachs Asset Management International (2013–Present); and Advisory Director—Goldman Sachs (2013–Present). She was formerly Director—Goldman Sachs Dublin and Luxembourg family of funds (2013-2023). Director—the Company, GS PMMC; GS PMMC II; Phillip Street Middle Market Lending Fund LLC, a privately offered business development company (“PSLF”); GS MMLC II; and GS Credit. | Goldman Sachs Asset Management International; GS PMMC; GS PMMC II; GS MMLC II; PSLF; GS Credit |
Class I Director Nominees
| Name, Age and Address (1) | Position with the Company | Term of Office and Length of Service | Principal Occupation(s) During Past 5 Years | Other Directorships | | Independent Directors | | | | | | Jaime Ardila (68) | Class II Director | Director since February 2016; term expires 2025 | Mr. Ardila is retired. He is Director, Accenture plc (2013–Present); Director, Nexa Resources (2019-present); and Director, Grupo de Energia de Bogotá (2024-Present). Formerly, he was Director of Ecopetrol (2016–2019); and held senior management positions with General Motors Company (an automobile manufacturer) (1984–1996 and 1998– 2016), most recently as Executive Vice President, and President of General Motors’ South America region (2010–2016). Director—the Company and GS Credit; Chairman of the Board of Directors—GS PMMC, GS PMMC II and PSLF. | Accenture plc (a management consulting services company); Nexa Resources (a mining company); Grupo de Energia de Bogotá (an electrical generation, distribution and transmission, and natural gas distribution company); GS PMMC; GS PMMC II; PSLF; GS Credit | | Richard A. Mark (70) | Class II Director | Director since October 2020; term expires 2025 | Mr. Mark is retired. He is Director, Viatris Inc. (2020–Present); and Director, Home Centered Care Institute (2021 – Present). He was formerly Director, Almost Home Kids (2016–2021); Director, Mylan N.V. (2019–2020); Partner, Deloitte & | Viatris Inc. (a global pharmaceutical company); Home Centered Care Institute; GS MMLC II; GS Credit |
Class I Director Nominees
| Name, Age and Address (1) | Position with the Company | Term of Office and Length of Service | Principal Occupation(s) During Past 5 Years | Other Directorships | | | | | Touche LLP (2002–2015) and Chairman and member of the Audit Committee, Katy Industries, Inc. (2015–2016). Director—the Company, GS MMLC II, and GS Credit. | | | Ross J. Kari (65) | Class III Director | Director since August 2015; term expires 2026 | Mr. Kari is retired. Formerly, he was Director, Summit Bank (2014-2022); Executive Vice President and Chief Financial Officer, Federal Home Loan Mortgage Corporation (Freddie Mac) (2009–2013); and was a Member of the Board of Directors of KKR Financial Holdings, LLC (2007–2014). Director—the Company; GS PMMC; GS PMMC II; PSLF; and GS Credit. | GS PMMC; GS PMMC II; PSLF; GS Credit |
Class I Director Nominees
| * Ms. Uniacke is considered to be an “Interested Director” because she holds positions with Goldman Sachs and owns securities issued by GS Group Inc. Ms. Uniacke holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor. |
Class I Director Nominees
| (1) Each nominee and director may be contacted by writing to the nominee or director, c/o Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York 10282. |
Class I Director Nominees
The significance or relevance of a nominee’s or director’s particular experience, qualifications, attributes and/or skills is considered by the Board on an individual basis. Experience, qualifications, attributes and/or skills common to all nominees and directors include the ability to critically review, evaluate and discuss information provided to them and to interact effectively with the other directors and with representatives of GSAM and its affiliates, other service providers, legal counsel and the Company’s independent registered public accounting firm, the capacity to address financial and legal issues and exercise reasonable business judgment, and a commitment to the representation of the interests of the Company and the Stockholders. The Governance and Nominating Committee’s charter contains certain other factors that are considered by the Governance and Nominating Committee in identifying and evaluating potential nominees to serve as Independent Directors. Based on each nominee’s experience, qualifications, attributes and/or skills, considered individually and with respect to the experience, qualifications, attributes and/or skills of the other directors, the Board has concluded that each nominee should continue to serve as a director. Below is a brief discussion of the experience, qualifications, attributes and/or skills of each nominee, as well as of the continuing directors, that led the Board to conclude that such individual should serve as a director.
Class I Director Nominees
Class I Director Nominees Independent Directors
Timothy J. Leach
Timothy J. Leach . Mr. Leach is retired. Mr. Leach has served on the Board of Directors of the Company since October 2020 and has served as Chairman of the Board since January 2023. He also serves as a member and Chairman of the Board of Directors of GS MMLC II and GS Credit. From 2008 until his retirement in July 2016, Mr. Leach served as chief investment officer of US Bank Wealth Management. Prior to joining US Bank, Mr. Leach held senior management positions with U.S. Trust Company and various investment advisers and asset managers, including Wells Fargo Private Investment Advisors, Wells Fargo Alternative Asset Management, ABN Amro Global Asset Management, ABN Amro Asset Management (USA) and Qualivest Capital Management. Mr. Leach currently serves as chairman of the board of directors of MN8 Energy, Inc. (f/k/a Goldman Sachs Renewable Power LLC). Based on the foregoing, Mr. Leach is experienced with financial and investment matters, which we believe makes him well qualified to serve on the Board of Directors.
Carlos E. Evans
Carlos E. Evans . Mr. Evans is retired. Mr. Evans has served on the Board of Directors of the Company since October 2020. He also serves on the Board of Directors of GS MMLC II and GS Credit. Mr. Evans is currently chairman of the Board of Directors of Highwoods Properties, Inc., a real estate investment trust, where he serves as a member of the Compensation/Governance Committee and as a member of the Executive Committee. He previously served as chairman of the Compensation/Governance Committee of Highwoods Properties, Inc. Prior to his retirement in 2014, Mr. Evans worked for Wells Fargo Bank, most recently serving as executive vice president and group head of the eastern division of Wells Fargo commercial banking. From 2006 until Wachovia Corporation’s merger with Wells Fargo in 2009, Mr. Evans served as wholesale banking executive and an executive vice president for the Wachovia general banking group. Previously, he held senior management positions with First Union National Bank and with Bank of America and its predecessors, including NationsBank, North Carolina National Bank and Bankers Trust of South Carolina, which he joined in 1973. Mr. Evans is chairman emeritus of the board of the Spoleto Festival USA and was previously chairman of the board of the Medical University of South Carolina Foundation. Mr. Evans serves on the boards of four private companies, National Coatings and Supplies Inc., Warren Oil Company, LLC, American Welding & Gas Inc. and Johnson Management. He also previously served on the Board of Directors of Sykes Enterprises, Incorporated, an international provider of outsourced customer contact management services. Based on the foregoing, Mr. Evans is experienced with financial and investment matters, which we believe makes him well qualified to serve on the Board of Directors.
Susan B. McGee
Susan B. McGee . Ms. McGee is retired. Ms. McGee has served on the Board of Directors of the Company since June 2018. She also serves on the Board of Directors of GS PMMC, GS PMMC II, PSLF, and GS Credit. Ms. McGee also serves on the Board of Directors for ETTL Engineers and Consultants Inc., and HIVE Digital Technologies Ltd. Ms. McGee formerly served as a Director for Nobul Corporation, a digital real estate company, from 2019 to 2022. Ms. McGee worked for 26 years at U.S. Global Investors, Inc., an investment management firm, until June 2018, during which time she held several senior management positions, including President, General Counsel and Chief Compliance Officer. She has also been involved in the governance of the U.S. Global Investors Funds, serving as Vice President until June 2018. In addition, Ms. McGee serves on the Board of Governors of the Investment Company Institute and as Chairperson of the Investment Company Institute Small Funds Committee. She is also a member of the Board of Directors of the San Antonio Sports Foundation, a not-for-profit organization. Based on the foregoing, Ms. McGee is experienced with financial and investment matters, which we believe makes her well qualified to serve on the Board of Directors.
Continuing Directors not up for
Continuing Directors not up for
Compensation of Directors
Compensation of Directors From January 1, 2023 to December 31, 2023, each Independent Director was compensated with a $125,000 annual fee for his or her services as director. In addition, the Chairman of the Board earned an additional annual fee of $36,000 and the director designated as the “audit committee financial expert” (as defined in Item 407 of Regulation S-K) earned an additional annual fee of $15,000 for his or her additional services in such capacities. The Independent Directors are reimbursed for travel and other reasonable expenses incurred in connection with attending Board and committee meetings. The Company may also pay the incidental costs of a director to attend training or other types of conferences relating to the business development company (“BDC”) industry. In addition, the Company purchases directors’ and officers’ liability insurance on behalf of the directors. It is the responsibility of the Independent Directors to review their own compensation and recommend to all of the directors the appropriate level of compensation. This level of compensation may be adjusted from time to time. In conducting their review, the Independent Directors use such information as they deem relevant, including compensation paid to directors of other BDCs of similar size and the time and effort required of the directors in fulfilling their responsibilities to the Company. The following table shows information regarding the compensation earned by the Independent Directors for the fiscal year ended December 31, 2023. No compensation is paid by the Company to any Interested Director or executive officer of the Company.
Compensation of Directors
| | Total Compensation From the Company (1)(2) | Total Compensation From the Goldman Sachs Fund Complex (1) | | Interested Director | | | | Kaysie Uniacke (3) | — | — | | Independent Directors | | | | Jaime Ardila | $125,000 | $436,610 | | Carlos E. Evans | $125,000 | $333,288 | | Ross Kari | $125,000 | $392,288 | | Timothy J. Leach (4) | $161,000 | $406,788 | | Richard A. Mark (5) | $140,000 | $375,781 | | Susan B. McGee | $125,000 | $368,288 |
Compensation of Directors
| (1) Reflects compensation earned during the year ended December 31, 2023. For the Independent Directors, the Goldman Sachs Fund Complex includes the Company, GS PMMC, GS PMMC II, GS MMLC II, PSLF, and GS Credit. |
Compensation of Directors
| (2) The Company did not award any portion of the fees earned by its directors in stock or options during the year ended December 31, 2023. The Company does not have a profit-sharing plan, and directors do not receive any pension or retirement benefits from us. |
Compensation of Directors
| (3) Ms. Uniacke is an Interested Director and, as such, receives no compensation from the Company or the Goldman Sachs Fund Complex for her service as director or trustee. |
Compensation of Directors
| (4) Includes compensation as Chairman of the Board. |
Compensation of Directors
| (5) Includes compensation as “audit committee financial expert.” |
Election of Directors
Election of Directors For Proposal 1, the election of each nominee requires a majority of the votes cast by all Stockholders present, virtually or by proxy, at the Meeting, provided that if, as of the tenth (10th) day preceding the date the Company first mails the notice of such meeting to the Stockholders, the number of nominees for the directorships (or, if applicable, the directorships of a particular class of directors) exceeds the number of such directors to be elected, such directors shall be elected by the vote of a plurality of the votes cast. Under the Company’s bylaws, a majority of votes cast means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with “abstentions” and “broker non-votes” not counted as a vote cast either “for” or “against” that director’s election).