DEF 14A of Kayne Anderson BDC, Inc.
Filed Apr 24, 20260001213900-26-047627
Proposal One Election of Directors
Proposal One Election of Directors KBDC’s Board of Directors (the “KBDC Board”) unanimously nominated Albert (Al) Rabil III and Susan C. Schnabel for election as directors at the Annual Meeting. KDL’s Board of Directors (the “KDL Board” and, collectively with the KBDC Board, the “Boards”) unanimously nominated Albert (Al) Rabil III and Susan C. Schnabel for election as director at the Annual Meeting. Each director is nominated to serve for a term of three years (until the 2029 Annual Meeting of Stockholders) and until successors have been duly elected and qualified. Each of the nominees has consented to be named in this proxy statement and has agreed to serve if elected. The Companies have no reason to believe that the nominees will be unavailable to serve. The persons named on the accompanying proxy card intend to vote at the Meeting (unless otherwise directed) “FOR” the election of the nominees. If the nominees are unable to serve because of an event not now anticipated, the persons named as proxies may vote for another person designated by Boards. In accordance with each Company’s charter, each Board is divided into three classes of approximately equal size. Currently, each Company has the following directors: Kayne Anderson BDC, Inc.
Proposal One Election of Directors
| Class | Term* | Directors | | I | Until 2027 | Mariel A. Joliet | | | | Rhonda S. Smith | | II | Until 2028 | George E. Marucci, Jr. | | | | James (Jim) Robo | | | | Terrence J. Quinn | | III | Until 2026 | Albert (Al) Rabil III | | | | Susan C. Schnabel |
Proposal One Election of Directors
Kayne DL 2021, Inc.
Proposal One Election of Directors
| Class | Term* | Directors | | I | Until 2027 | Mariel A. Joliet | | | | Rhonda S. Smith | | II | Until 2028 | George E. Marucci, Jr. | | III | Until 2026 | Albert (Al) Rabil III | | | | Susan C. Schnabel |
Proposal One Election of Directors
____________ * Each director serves a three-year term until the Annual Meeting of Stockholders for the designated year and until his or her successor has been duly elected and qualified. The term “Independent Director” is used to refer to a director who is not an “interested person,” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), of either Company, of Kayne Anderson or of either Company’s underwriters in offerings of its securities from time to time as defined in the 1940 Act. None of the Independent Directors, nor any of their immediate family members, has ever been a director, officer or employee of Kayne Anderson or its affiliates. Each of James (Jim) Robo, Albert (Al) Rabil III and Terrence J. Quinn is an “interested person” or “Interested Director” by virtue of his employment relationship with Kayne Anderson and/or indirect ownership interest in KBDC Advisor. For information regarding each Company’s executive officers and their compensation, please refer to “Information About Executive Officers” and “Compensation Discussion and Analysis”. The following tables set forth each nominee’s and each remaining director’s name and year of birth; position(s) with the Company and length of time served; principal occupations during the past five years; and other directorships held during the past five years. The address for each nominee and other directors is 717 Texas Avenue, Suite 2200, Houston, TX 77002.
INFORMATION REGARDING DIRECTORS AND NOMINEES
INFORMATION REGARDING DIRECTORS AND NOMINEES KAYNE ANDERSON bDC, INC. Kayne DL 2021, Inc.
Director Compensation
Director Compensation For each Company, directors and officers who are “interested persons” by virtue of their employment by Kayne Anderson, including all executive officers, serve without any compensation from the Companies. For the Companies, for the fiscal year ended December 31, 2025, the Independent Directors received the following compensation. • Prior to October 1, 2025, KBDC and KDL, respectively, paid each Independent Director of the Board an annual retainer of $135,000 and $35,000. After October 1, 2025, the annual retainer paid to each Independent Director of the KBDC Board increased to $141,000. There was no change to the KDL annual retainer. The Independent Directors, voting separately, have authority to set their compensation. • The lead Independent Director of KBDC and the chairperson of KDL received an annual retainer of $20,000 and $5,000, respectively. • The chairperson of the KBDC and KDL Audit Committees received an annual retainer of $12,000 and $3,000, respectively. • The lead valuation director of the KBDC and KDL Audit Committees received an annual retainer of $12,000 and $3,000, respectively. • Each Independent Director of KBDC and KDL received $12,000 and $3,000, respectively, for annual service on the Companies’ Audit Committees. • For each Company, each Independent Director received $2,500 per special board meeting attended, whether in-person or telephonic. • For each Company, the Independent Directors are reimbursed for expenses incurred as a result of attendance at meetings of the Board and its committees. The following table sets forth the compensation paid by each Company for service during the fiscal year ended December 31, 2025, to the Independent Directors. Neither Company has a retirement or pension plan or any compensation plans under which the Company’s equity securities are authorized for issuance.
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE
| | KBDC Compensation | KDL Compensation | Total Compensation | | Independent Directors | | | | | Mariel A. Joliet | $168,500 | $43,000 | $211,500 | | George E. Marucci, Jr. | $160,500 | $41,000 | $201.500 | | Susan C. Schnabel | $160,500 | $41,000 | $201,500 | | Rhonda S. Smith | $148,500 | $38,000 | $186,500 | | Interested Directors | | | | | Albert (Al) Rabil III | None | None | None | | James (Jim) Robo | None | None | None | | Terrence J. Quinn | None | None | None |
Required Vote — Proposal 1 (Election of Directors)
Required Vote — Proposal 1 (Election of Directors) With respect to both KBDC and KDL, the re-election of Mr. Rabil and Ms. Schnabel to the KBDC and KDL Boards as directors under this proposal, require the affirmative vote of a majority of the votes cast “for” or “against” such nominee at a meeting of stockholders duly called and at which a quorum is present. For purposes of this proposal, each share of Common Stock is entitled to one vote. Abstentions and broker non-votes, if any, will not be counted as votes cast either “for” or “against” the election of the nominees, although they will be considered present for purposes of determining the presence of a quorum at the Annual Meeting.
Diversity in Nominees for Director
Diversity in Nominees for Director The Nominating Committees of the Companies have not adopted formal policies with regard to the consideration of diversity in identifying director nominees. In determining whether to recommend director nominees, each Nominating Committee considers and discusses director diversity, among other factors, with a view toward the needs of the applicable Board of Directors as a whole. Each Nominating Committee generally conceptualizes diversity expansively to include concepts such as race, gender, national origin, differences of viewpoint, professional experience, education, skill, and other qualities that contribute to the Board of Directors, when identifying and recommending director nominees. Each Nominating Committee believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with each Nominating Committee’s goal of creating a Board of Directors that best serves our needs and the interests of our stockholders.