DEF 14A of Barings BDC, Inc., Mar 19, 2024

DEF 14A of Barings BDC, Inc.

Filed Mar 19, 20240001379785-24-000027

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board of Directors is currently comprised of ten Directors divided into three (3) classes, with terms expiring in 2023, 2024 and 2025. The term of office of Class II Directors ends on the date of the Annual Meeting (or on the date their respective successors are elected and qualify, if later). After providing exceptional service to our Board since August 2021, Dr. Bernard Harris, Jr. will not stand for re-election to the Board at the end of his current term, and therefore, will not stand for re-election at the Annual Meeting. In connection with Dr. Harris's departure, the Board passed a resolution reducing the number of directors that constitutes the full board to nine directors from ten directors, effective as of the close of business on May 4, 2023. The remaining three Class II Directors of the Company—Steve Byers, Valerie Lancaster-Beal, and John Switzer—have been nominated by the Board of Directors (upon the recommendation of the Nominating and Corporate Governance Committee) for election for a three-year term expiring in 2026. No person being nominated as a Class II Director is being proposed for election pursuant to any agreement or understanding between such person, on the one hand, and the Company or any other person or entity, on the other hand. Each Class II Director has agreed to serve as a director if elected and has consented to be named as a nominee. Pursuant to the Company's Seventh Amended and Restated Bylaws (the “Bylaws”), a nominee for director is elected to the Board of Directors if the number of votes cast for such nominee’s election exceed the number of votes cast against such nominee’s election. Pursuant to the Company's corporate governance guidelines, incumbent directors must agree to tender their resignation if they fail to receive the required number of votes for re-election, and in such event the Board of Directors will act within 90 days following certification of the stockholder vote to determine whether to accept the director’s resignation. These procedures are described in more detail in the Company's corporate governance guidelines, which are available under “Governance Documents” on the Investor Relations section of the Company's website at https://ir.barings.com/governancedocs. The Board of Directors may consider any factors it deems relevant in deciding whether to accept a director’s resignation. If a director’s resignation offer is not accepted by the Board of Directors, the Company expects that such director would continue to serve until his or her successor is duly elected and qualifies, or until the director’s earlier death, resignation, or removal. Any such director will be eligible for nomination for election as a director at future Annual Meetings. The Board of Directors recommends that you vote “FOR” the election of the nominees named in this proxy statement. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy for the election of all the nominees named below. If any of the nominees should decline or be unable to serve as a director, it is intended that the proxy will be voted for the election of such person or persons who are nominated as replacements. The Board of Directors has no reason to believe that any of the persons named below will be unable or unwilling to serve.

  2. Information about the Nominees for Director and Other Directors

    Information about the Nominees for Director and Other Directors The following chart summarizes the professional experience and additional considerations that contributed to the Nominating and Corporate Governance Committee’s and the Board of Directors’ conclusion that each nominee for Director and other Director should serve on the Board of Directors. The term “Fund Complex” included in the director biographies included in this proxy statement includes the Company, Barings Capital Investment Corporation (“BCIC”) (a non-listed business development company), Barings Private Credit Corporation (“BPCC”) (a perpetually offered non-listed business development company), Barings Global Short Duration High Yield Fund (a closed-end fund), Barings Corporate Investors (a closed-end fund), Barings Participation Investors (a closed-end fund), and Barings Private Equity Opportunities and Commitments Fund (“PEOC”) (a non-diversified, closed-end management investment company). The director information in the following chart is organized by class and, within each class, by “Interested Directors” and “Non-Interested Directors.” “Interested Directors” are “interested persons,” as defined in Section 2(a)(19) of the 1940 Act, of the Company.

  3. NOMINEES FOR CLASS II DIRECTORS

    NOMINEES FOR CLASS II DIRECTORS

  4. NOMINEES FOR CLASS II DIRECTORS

    | Name, Address and Age(1) | Position(s) Held with Company | Term and Length of Time Served | Principal Occupations During Past 5 Years | Number of Portfolios Overseen in Fund Complex (2) | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | Non-Interested Directors | | | | | | | Steve Byers (69) | Director | Class II Director; Term expires 2023; Director since February 2022 | Independent Consultant (since 2014). | 1 | Director (since 2011), Chairman (since 2016) Deutsche Bank DBX ETF Trust; Trustee (since 2016), The Arbitrage Funds Trust; Director (2012-2022), Chairman (2012-2022), Sierra Income Corporation. | | Valerie Lancaster-Beal (68) | Director | Class II Director; Term expires 2023; Director since February 2022 | President and Chief Executive Officer (since 2014), VLB Associates, LLC (management consulting firm providing financial and operational advisory services); Chief Financial Officer (2015-2021), Odyssey Media (marketing and communications company). | 1 | Director (2012-2022), Sierra Income Corporation; Director (since 2012), KIPP NYC; Trustee (2000-2014), City University of New York; Board Member (2006 - 2010), Georgetown University Board of Regents. | | John A. Switzer (66) | Director | Class II Director; Term expires 2023; Director since August 2018 | Director, Carolina Tractor and Equipment Company (since 2017); Managing Partner (1978-2016), KPMG LLP (registered public accounting firm). | 2 | Director (since March 2021), BCIC; Director and Audit Committee member (since 2019), HomeTrust Bancshares, Inc. |

  5. NOMINEES FOR CLASS II DIRECTORS

    (1) The business address of each nominee for director is 300 South Tryon Street, Suite 2500, Charlotte, NC 28202. The age of each individual is as of the date of the Annual Meeting.

  6. CLASS III DIRECTORS: TERM EXPIRING 2024

    CLASS III DIRECTORS: TERM EXPIRING 2024

  7. CLASS III DIRECTORS: TERM EXPIRING 2024

    | Name, Address and Age(1) | Position(s) Held with Company | Term and Length of Time Served | Principal Occupations During Past 5 Years | Number of Portfolios Overseen in Fund Complex (2) | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | Interested Director | | | | | | | David Mihalick(3) (50) | Director | Class III Director; Term expires 2024; Director since November 2020 | Head of Private Assets (since 2021), Head of U.S. Public Fixed Income and Member of Global Investment Grade Allocation Committee (2019-2021), Head of U.S. High Yield and Member of Global High Yield Allocation Committee (2017-2021), U.S. High Yield Research Analyst and Portfolio Manager (2008-2017), Barings LLC (global asset manager). | 5 | Director (since March 2021), BCIC; Trustee (since 2020), Barings Global Short Duration High Yield Fund (closed-end investment company advised by Barings); Trustee (since 2022), Barings Corporate Investors (a closed-end fund advised by Barings); Trustee (since 2022), Barings Participation Investors (a closed-end fund advised by Barings); Trustee (2020-2021), Barings Funds Trust (open-end investment company advised by Barings until 2021. |

  8. CLASS III DIRECTORS: TERM EXPIRING 2024

    | Non-Interested Directors | | | | | | | Thomas W. Okel (60) | Director | Class III Director; Term expires 2024; Director since August 2018 | Executive Director (2011 - 2019), Catawba Lands Conservancy; Global Head of Syndicated Capital Markets (1989-2010), Bank of America Merrill Lynch. | 5 | Trustee (since 2022), PEOC; Director (since 2021), BPCC; Director (since 2020), BCIC; Trustee (since 2012), Barings Global Short Duration High Yield Fund (closed-end investment company advised by Barings); Trustee (since 2015), Horizon Funds (mutual fund complex); Trustee (2013-2021), Barings Funds Trust (open-end investment company advised by Barings until 2021). | | Jill Olmstead (59) | Director | Class III Director; Term expires 2024; Director since August 2018 | Chief Human Resources Officer, (since 2018), LendingTree, Inc.; Founding Partner (2010-2018), Spivey & Olmstead, LLC (talent and leadership consulting firm). | 5 | Trustee (since 2022), PEOC; Director (since 2021), BPCC; Trustee (since Aug. 2021), Barings Global Short Duration High Yield Fund (closed-end investment company advised by Barings); Director (since 2020), BCIC. |

  9. CLASS III DIRECTORS: TERM EXPIRING 2024

    (1) The business address of each director is 300 South Tryon Street, Suite 2500, Charlotte, NC 28202. The age of each individual is as of the date of the Annual Meeting. (3) Interested Director due to affiliations with Barings LLC.

  10. CLASS I DIRECTORS: TERM EXPIRING 2025

    CLASS I DIRECTORS: TERM EXPIRING 2025

  11. CLASS I DIRECTORS: TERM EXPIRING 2025

    | Name, Address and Age(1) | Position(s) Held with Company | Term and Length of Time Served | Principal Occupations During Past 5 Years | Number of Portfolios Overseen in Fund Complex (2) | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | Interested Director | | | | | | | Eric Lloyd(3) (54) | Chief Executive Officer and Executive Chairman of the Board of Directors | Class I Director; Term Expires 2025; Director since August 2018 | President (since 2021), Global Head of Private Assets (2020-2021), Deputy Head of Global Markets & Head of Private Fixed Income (2019-2020), Head of Global Private Finance (2013-2019), Barings LLC (global asset manager). | 3 | Director (since 2020), Chairman (since 2021), BCIC; Director (Chairman) (since 2021), BPCC. | | Non-Interested Directors | | | | | | | Mark F. Mulhern (63) | Director | Class I Director; Term Expires 2025; Director since October 2016 (Triangle Capital) | Executive Vice President and Chief Financial Officer (2014 - 2022), Highwood Properties, Inc. (publicly traded real estate investment trust). | 5 | Trustee (since 2022), PEOC; Director (since 2021), BPCC; Trustee (since 2021), Barings Global Short Duration High Yield Fund (closed-end investment company advised by Barings); Director (since 2020), Intercontinental Exchange (NYSE: ICE); Director (since 2020), ICE Mortgage Technology; Director (since 2020), BCIC; Director (since 2015), McKim and Creed (engineering service firm); Director and Audit Committee member (2012-2014), Highwood Properties (real estate investment trust); Director (2015-2017), Azure MLP (midstream oil and gas). |

  12. CLASS I DIRECTORS: TERM EXPIRING 2025

    | Robert Knapp (57) | Director | Class I Director; Term Expires 2025; Director since December 2020 | Chief Investment Officer (since 2007), Ironsides Partners LLC (investment management firm). | 1 | Director (since 2007), Africa Opportunity Fund Ltd.; Director (since 2010), Pacific Alliance Asia Opportunity Fund and Pacific Alliance Group Asset Management Ltd.; Director (since 2010), Sea Education Association; Director (since 2015), Mass Eye & Ear; Director (since 2016), Children's School of Science; Director (since 2017), Lamington Road DAC (successor to Emergent Capital Inc.); Director (since 2018), Okeanis Eco Tankers Corp.; Director (2003-2020), MVC Capital; Director (2017-2018), MPC Container Ships; Director (2012-2019), Castle Private Equity. |

  13. CLASS I DIRECTORS: TERM EXPIRING 2025

    (1) The business address of each director is 300 South Tryon Street, Suite 2500, Charlotte, NC 28202. The age of each individual is as of the date of the Annual Meeting. (3) Interested Director due to affiliations with Barings LLC. Qualifications of Director Nominees and Other Directors. The following provides an overview of the considerations that led the Nominating and Corporate Governance Committee and the Board of Directors to recommend and approve the election or appointment of the individuals serving as a Director or nominee for Director. Each of the Directors has demonstrated superior credentials and recognition in his or her respective field and the relevant expertise and experience upon which to be able to offer advice and guidance to the Company’s management. In recommending the election or appointment of the Board members or nominees, the Nominating and Corporate Governance Committee generally considers certain factors including the current composition of the Board of Directors, overall business expertise, gender, cultural and racial diversity, whether the composition of the Board of Directors contains a majority of independent directors as determined under the NYSE listing standards and the 1940 Act, the candidate’s character and integrity, whether the candidate possesses an inquiring mind, vision and the ability to work well with others, conflicts of interest interfering with the proper performance of the responsibilities of a director, a candidate’s overall business experience, what type of diversity he or she brings to the Board of Directors, whether the candidate has sufficient time to devote to the affairs of the Company, including consistent attendance at Board of Directors and committee meetings and advance review of materials and whether each candidate can be trusted to act in the best interests of the Company and its stockholders.

  14. Nominees for Class II Directors; Term expiring at the 2023 Annual Stockholder Meeting

    Nominees for Class II Directors; Term expiring at the 2023 Annual Stockholder Meeting •Mr. Byers — Mr. Byers is a senior executive with over 30 years of leadership experience in finance, operations and control, investment management and capital markets with leading national firms in asset management, banking and brokerage. Mr. Byers serves as the Independent Chairman of the Board of Directors of Deutsche Bank DBX ETF Trust and as a member of the audit and nominating committees. Since 2016, Mr. Byers has also served as a board member of the Mutual Fund Directors Forum, an independent, non-profit organization serving independent directors of U.S. funds registered with the Securities and Exchange Commission under the 1940 Act. Mr. Byers served as an Independent Director and Chairman of Sierra Income Corporation, a non-traded business development company (BDC) sponsored by Medley LLC (NYSE:MCC), from 2012 to 2022. Sierra Income merged with Barings BDC, Inc. in February, 2022, in connection with which Mr. Byers was appointed to the Board of Directors of Barings BDC, Inc. From 2002 to 2012, Mr. Byers also served as Trustee for the College of William and Mary Graduate School of Business. Since 2014, Mr. Byers has been engaged periodically as an independent consultant to provide expert reports and opinions in financial and investment related matters. From 2000 to 2006, Mr. Byers served as an investment executive with Dreyfus Corporation and served as Vice Chairman, Executive Vice President, Chief Investment Officer, member of the Board of Directors and Executive Committee, and fund officer of 90 investment companies, responsible for investment performance of approximately $200 billion in assets under management. Prior to joining Dreyfus Corporation, Mr. Byers served in executive positions at PaineWebber Group from 1986 to 1997, and served in such capacities as chairman of the Investment Policy and Risk Oversight Committee, Capital Markets Director of Risk and Credit Management, and was NASD registered as General Principal, Financial and Operations Principal and Branch Principal. Prior to PaineWebber, Mr. Byers was an executive at Citibank/Citicorp from 1979 to 1986. Mr. Byers received his M.B.A. in Finance from Roth Graduate School of Business, Long Island University and his B.A. in Economics from Long Island University. In December 2014, Mr. Byers was recognized by the National Association of Corporate Directors as a Board Leadership Fellow. •Ms. Lancaster-Beal — Ms. Lancaster-Beal is a financial professional with extensive management and board level experience in corporate governance, credit and financial analysis. Ms. Lancaster-Beal is the President and Chief Executive Officer of VLB Associates, a management consulting firm she founded in January 2014 that provides financial and operational advisory services to middle-market businesses, investment firms and non-profit organizations. In this capacity, she previously served as the Chief Financial Officer of Odyssey Media from 2015 to 2021, and as the Chief Administrative and Finance Director of Data Capital Management from 2015 to 2017. Prior to this, she served as Managing Director at M.R. Beal & Company, which she co-founded in April 1988, until 2014. Ms. Lancaster-Beal was a Senior Vice President of Drexel Burnham Lambert from 1984 to 1988 and as Vice President of Citicorp Investment Bank from 1978 to 1984. Ms. Lancaster-Beal served as an Independent Director and Chair of the Nominating and Governance committee and the Audit committee of Sierra Income Corporation, a non-traded business development company (BDC) sponsored by Medley LLC (NYSE:MCC), from 2021 to 2022. Sierra Income merged with Barings BDC, Inc. in February, 2022, in connection with which Ms. Lancaster-Beal was appointed to the Board of Directors of Barings BDC, Inc. Ms. Lancaster-Beal currently serves on the Board of Directors of KIPP NYC, a network of free, public charter schools. She also previously served as a Trustee on the Board of the City University of New York from 2000 to 2014, where she chaired the Faculty, Staff and Administration Committee and served on the Finance Committee. Additionally, Ms. Lancaster-Beal served on the Board of Regents of Georgetown University from 2006 to 2010. Ms. Lancaster-Beal holds a B.A. in Economics from Georgetown University and an M.B.A. from the Wharton School of Business of the University of Pennsylvania. •Mr. Switzer — Mr. Switzer brings over 35 years of public accounting firm experience to the Board. Mr. Switzer has served as a member of the Board of Directors of Barings Capital Investment Corporation (a business development company advised by Barings) since March 2021, and since May 2017, has served as a member of the Board of Directors of Carolina Tractor and Equipment Company (CTE), a large, privately held Southeastern supplier of construction, forestry, paving, and material handling equipment. Since September 2019, Mr. Switzer has also served as a member of the Board of Directors of HomeTrust Bancshares, Inc., a publicly traded regional banking organization, where he also serves on the Audit Committee. Previously, Mr. Switzer served as managing partner of KPMG's Charlotte office (starting in 2009) until retirement in 2016, where he was also the market leader for KPMG’s Carolinas, Florida, and San Juan offices. Prior to these positions, he served as managing partner of KPMG’s Cleveland (1999 to 2007) and Kentucky (Louisville and Lexington) (1988 to 1998) offices. Mr. Switzer currently serves on the boards of The Foundation for the Mint Museum and the National Association of Corporate Directors, Carolinas Chapter. Mr. Switzer is a Certified Public Accountant and holds a B.S. in Accounting from the University of Kentucky.

  15. Directors Continuing in Office

    Directors Continuing in Office

  16. Class III Directors; Term expiring at the 2024 Annual Stockholder Meeting

    Class III Directors; Term expiring at the 2024 Annual Stockholder Meeting •Mr. Mihalick — Mr. Mihalick brings over 16 years of experience in the financial services industry. He is Barings LLC's Head of Private Assets, managing the firm's global private assets businesses, including global direct lending, private placement and infrastructure debt, private structured finance, funds and co-investments and private equity real assets. He is also a member of Barings LLC's Senior Leadership Team. Prior to his current role, Mr. Mihalick served as Head of U.S. Public Fixed Income and Head of U.S. High Yield, where he was responsible for the U.S. High Yield and Investment Grade Investment Groups. Prior to joining Barings LLC in 2008, he was a Vice President with Wachovia Securities Leveraged Finance Group. At Wachovia (now Wells Fargo) he was responsible for sell-side origination of leveraged loans and high yield bonds to support both corporate and private equity issuers. Prior to entering the financial services industry, he served as an officer in the United States Air Force and worked in the telecommunications industry for 7 years. Mr. Mihalick serves as a trustee or director of Barings Capital Investment Corporation, a business development company advised by Barings, Barings Global Short Duration High Yield Fund, a closed-end investment company advised by Barings, Barings Corporate Investors and Barings Participation Investors, both closed-end funds advised by Barings. Mr. Mihalick holds a B.S. from the United States Air Force Academy, an M.S. from the University of Washington and an M.B.A. from Wake Forest University. •Mr. Okel — Mr. Okel brings over 20 years of experience in the underwriting, structuring, distribution and trading of debt used for corporate acquisitions, leveraged buyouts, recapitalizations and refinancings. He previously served as Executive Director of Catawba Lands Conservancy, a non-profit land trust. Prior to joining Catawba Lands Conservancy, he served as Global Head of Syndicated Capital Markets at Bank of America Merrill Lynch, where he managed capital markets, sales, trading and research for the United States, Europe, Asia and Latin America from 1989 to 2010. He currently serves as trustee or director of several public companies and non-profit organizations, including Barings Private Credit Corporation and Barings Capital Investment Corporation (both business development companies advised by Barings); Barings Global Short Duration High Yield Fund, a closed-end investment company advised by Barings; Barings Private Equity Opportunities and Commitments Fund, a non-diversified, closed-end management investment company advised by Barings; and is Chairman of the Board of Directors of Horizon Funds, a mutual fund complex. Mr. Okel holds a Bachelor of Arts in Economics from Davidson College and a Masters of Management, Finance, Accounting and Marketing from Kellogg School of Management, Northwestern University. •Ms. Olmstead — Ms. Olmstead brings over 21 years of senior leadership experience in Human Resources in the financial services industry to her role as the Chair of the Company’s Compensation Committee. She is currently the Chief Human Resources Officer at LendingTree, Inc. and was a Founding Partner of Spivey & Olmstead, LLC, a Talent and Leadership Consulting firm with expertise in the fields of executive development and talent management founded in June 2010. She also currently serves on the boards of Barings Private Credit Corporation and Barings Capital Investment Corporation (both business development companies advised by Barings); Barings Global Short Duration High Yield Fund, a closed-end investment company advised by Barings; and Barings Private Equity Opportunities and Commitments Fund, a non-diversified, closed-end management investment company advised by Barings. The Board benefits from her experience with C-suite executives in helping lead companies' efforts on talent strategies, including succession planning, building strong performance cultures, and diversity and inclusion work. She has a strategic and pragmatic approach to talent management with an eye toward bottom line results. In her capacity as Managing Director (2006 to 2009) and Executive Vice President (2000 to 2006) at Wachovia Corporation (now Wells Fargo) she was both the Head of Human Resources for the Corporate and Investment Bank and the Head of Human Resources for the International Businesses. Prior to this, she formed and led the Leadership Practices Group at Wachovia to create and implement a company-wide talent management process that identified, developed, tracked and promoted high potential leaders throughout their careers. Ms. Olmstead received a Bachelor of Science at Clemson University and a Masters in Organization Behavior and Development at Fielding University, Santa Barbara, CA.

  17. Class I Directors; Term expiring at the 2025 Annual Stockholder Meeting

    Class I Directors; Term expiring at the 2025 Annual Stockholder Meeting •Mr. Lloyd — Mr. Lloyd brings over 30 years of experience in investment management, investment banking, leveraged finance and risk management to the Board. Mr. Lloyd is President of Barings LLC where he leads and manages cross-asset investment teams, corporate strategy, business development, product management, investment business management, research analytics and quant, permanent capital, special situations, marketing and communication. Mr. Lloyd also works closely with all the investment teams at Barings LLC. Prior to his current role, Mr. Lloyd served as Head of Private Assets. Mr. Lloyd has worked in the industry since 1990 and his experience has encompassed leadership positions in investment management, investment banking, leveraged finance and risk management. Prior to joining Barings in 2013, Mr. Lloyd served as Head of Market and Institutional Risk for Wells Fargo, was on Wells Fargo’s Management Committee and was a member of the Board of Directors of Wells Fargo Securities. Before the acquisition of Wachovia, Mr. Lloyd worked in Wachovia’s Global Markets Investment Banking division and served on the division’s Operating Committee where he had various leadership positions, including Head of Wachovia’s Global Leveraged Finance Group. Mr. Lloyd serves as the Chairman of the Board of Directors to Barings Private Capital Corporation and Barings Capital Investment Corporation, both business development companies advised by Barings. Mr. Lloyd holds a B.S. in Finance from the University of Virginia's McIntire School of Commerce. •Mr. Mulhern — Mr. Mulhern brings significant public company experience, both as a senior executive and as a board member. From September 2014 until his retirement on January 1, 2022, he served as Executive Vice President and Chief Financial Officer of Highwoods Properties, Inc., a Raleigh, North Carolina based publicly-traded real estate investment trust. Prior to joining Highwoods, Mr. Mulhern served as Executive Vice President and Chief Financial Officer of Exco Resources, Inc. Prior to Exco, he served as Senior Vice President and Chief Financial Officer of Progress Energy, Inc. from 2008 until its merger with Duke Energy Corporation in 2012. He joined Progress Energy in 1996 as Vice President and Controller and served in a number of leadership roles at Progress Energy, including Vice President of Strategic Planning, Senior Vice President of Finance and President of Progress Ventures. He also spent eight years at Price Waterhouse, now known as PwC. Mr. Mulhern previously served on the Highwoods Board of Directors and Audit Committee from January 2012 through August 2014. He currently serves on the boards of Barings Private Credit Corporation and Barings Capital Investment Corporation, both business development companies advised by Barings); Barings Global Short Duration High Yield Fund, a closed-end investment company advised by Barings; and Barings Private Equity Opportunities and Commitments Fund, a non-diversified, closed-end management investment company advised by Barings. Additionally, Mr. Mulhern serves on the board of the Intercontinental Exchange, a Fortune 500 company and provider of marketplace infrastructure, data service and technology solutions to a broad range of customers. He also serves on the board of Ellie Mae, Inc., the operating company of ICE Mortgage Technology, both of which are subsidiaries of Intercontinental Exchange. Mr. Mulhern also currently serves on the board of McKim and Creed, a North Carolina based professional engineering services firm. Mr. Mulhern is a Certified Public Accountant and is a graduate of St. Bonaventure University. •Mr. Knapp — Mr. Knapp brings over 25 years of experience in the financial services industry to the Board. He is the Founder and Chief Investment Officer of Ironsides Partners LLC, a Boston-based investment manager specializing in closed-end funds, holding companies, and asset value investing generally. Ironsides and related entities serve as the manager and general partner to various funds and managed accounts for institutional clients. Mr. Knapp is also a director of Okeanis Eco Tankers, the Pacific Alliance Asia Opportunity Fund and its related entities and Pacific Alliance Group Asset Management Ltd., based in Hong Kong, and Lamington Road DAC, the successor to Emergent Capital. He is a principal and director of Africa Opportunity Partners Limited, a Cayman Islands company that serves as the investment manager to Africa Opportunity Fund Limited. Additionally, Mr. Knapp serves as a member of the Board of Managers of Veracity Worldwide LLC. Mr. Knapp previously served as the Lead Independent Director of MVC Capital, Inc. until completion of its merger with the Company in December 2020 and was previously an independent, nonexecutive director of Castle Private Equity AG and MPC Container Ships. He also acted as Managing Director for over ten years at Millennium Partners in New York. In the non-profit sector, Mr. Knapp serves as a director of the Massachusetts Eye and Ear Infirmary, and is a Trustee of the Children’s School of Science and the Sea Education Association, both based in Woods Hold, Massachusetts.

  18. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Company's directors are divided into two groups — Interested Directors and Independent Directors. Interested Directors are “interested persons” as defined in Section 2(a)(19) of the 1940 Act. During 2022,Interested Directors did not receive any compensation from the Company for their service as members of the Board of Directors. The compensation table below sets forth compensation that the Company's Independent Directors earned during the year ended December 31, 2022.

  19. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash | All Other Compensation(1) | Total | | Mark Mulhern | $130,000 | $— | $130,000 | | John A. Switzer | $120,000 | $— | $120,000 | | Thomas W. Okel | $130,000 | $— | $130,000 | | Jill Olmstead | $120,000 | $— | $120,000 | | Robert Knapp | $120,000 | $— | $120,000 | | Steve Byers(2) | $90,000 | $— | $90,000 | | Valerie Lancaster-Beal(2) | $90,000 | $— | $90,000 |

  20. DIRECTOR COMPENSATION

    (1) All other compensation includes reimbursement of out-of-pocket expenses (2) Each of Mr. Byers and Ms. Lancaster-Beal became a director of the Company effective February 25, 2022, immediately after the closing of the Company's merger with Sierra Income Corporation.

  21. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board of Directors is currently comprised of nine Directors divided into three (3) classes, with terms expiring in 2024, 2025 and 2026. The term of office of Class III Directors ends on the date of the Annual Meeting (or on the date their respective successors are elected and qualify, if later). The three Class III Directors of the Company—David Mihalick, Thomas W. Okel and Jill Olmstead—have been nominated by the Board of Directors (upon the recommendation of the Nominating and Corporate Governance Committee) for election for a three-year term expiring in 2027. No person being nominated as a Class III Director is being proposed for election pursuant to any agreement or understanding between such person, on the one hand, and the Company or any other person or entity, on the other hand. Each Class III Director has agreed to serve as a director if elected and has consented to be named as a nominee. Pursuant to the Company's Seventh Amended and Restated Bylaws (the “Bylaws”), a nominee for director is elected to the Board of Directors if the number of votes cast for such nominee’s election exceed the number of votes cast against such nominee’s election. Pursuant to the Company's corporate governance guidelines, incumbent directors must agree to tender their resignation if they fail to receive the required number of votes for re-election, and in such event the Board of Directors will act within 90 days following certification of the stockholder vote to determine whether to accept the director’s resignation. These procedures are described in more detail in the Company's corporate governance guidelines, which are available under “Governance Documents” on the Investor Relations section of the Company's website at https://ir.barings.com/governancedocs. The Board of Directors may consider any factors it deems relevant in deciding whether to accept a director’s resignation. If a director’s resignation offer is not accepted by the Board of Directors, the Company expects that such director would continue to serve until his or her successor is duly elected and qualifies, or until the director’s earlier death, resignation, or removal. Any such director will be eligible for nomination for election as a director at future Annual Meetings.

  22. The Board of Directors recommends that you vote “FOR” the election of the nominees named in this proxy

    The Board of Directors recommends that you vote “FOR” the election of the nominees named in this proxy statement.

  23. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such

    In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such

  24. proxy for the election of all the nominees named below. If any of the nominees should decline or be unable to

    proxy for the election of all the nominees named below. If any of the nominees should decline or be unable to

  25. serve as a director, it is intended that the proxy will be voted for the election of such person or persons who

    serve as a director, it is intended that the proxy will be voted for the election of such person or persons who

  26. are nominated as replacements. The Board of Directors has no reason to believe that any of the persons

    are nominated as replacements. The Board of Directors has no reason to believe that any of the persons named below will be unable or unwilling to serve.

  27. Information about the Nominees for Director and Other Directors

    Information about the Nominees for Director and Other Directors The following chart summarizes the professional experience and additional considerations that contributed to the Nominating and Corporate Governance Committee’s and the Board of Directors’ conclusion that each nominee for Director and other Director should serve on the Board of Directors. The term “Fund Complex” included in the 5 director biographies included in this proxy statement includes the Company, Barings Capital Investment Corporation (“BCIC”) (a non-listed business development company), Barings Private Credit Corporation (“BPCC”) (a perpetually offered non-listed business development company), Barings Global Short Duration High Yield Fund (a closed-end fund), Barings Corporate Investors (a closed-end fund), and Barings Participation Investors (a closed-end fund). The director information in the following chart is organized by class and, within each class, by “Interested Directors” and “Non-Interested Directors.” “Interested Directors” are “interested persons,” as defined in Section 2(a)(19) of the 1940 Act, of the Company. 6

  28. NOMINEES FOR CLASS III DIRECTORS

    NOMINEES FOR CLASS III DIRECTORS

  29. NOMINEES FOR CLASS III DIRECTORS

    | Name, Address and Age(1) | Position(s) Held with Company | Term and Length of Time Served | Principal Occupations During Past 5 Years | Number of Portfolios Overseen in Fund Complex (2) | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | Interested Director | | | | | | | David Mihalick(3) (51) | Director | Class III Director; Term expires 2024; Director since November 2020 | Head of Private Assets (since 2021), Head of U.S. Public Fixed Income and Member of Global Investment Grade Allocation Committee (2019-2021), Head of U.S. High Yield and Member of Global High Yield Allocation Committee (2017-2021), Barings LLC (global asset manager). | 5 | Director (since March 2021), BCIC; Trustee (since 2020), Barings Global Short Duration High Yield Fund (closed-end investment company advised by Barings); Trustee (since 2022), Barings Corporate Investors (a closed-end fund advised by Barings); Trustee (since 2022), Barings Participation Investors (a closed-end fund advised by Barings); Trustee (2020-2021), Barings Funds Trust (open-end investment company advised by Barings until 2021. |

  30. NOMINEES FOR CLASS III DIRECTORS

    7

  31. NOMINEES FOR CLASS III DIRECTORS

    | Non-Interested Directors | | | | | | | Thomas W. Okel (61) | Director | Class III Director; Term expires 2024; Director since August 2018 | Executive Director (2011 - 2019), Catawba Lands Conservancy. | 4 | Director (since 2021), BPCC; Director (since 2020), BCIC; Trustee (since 2012), Barings Global Short Duration High Yield Fund (closed-end investment company advised by Barings); Trustee (since 2015), Horizon Funds (mutual fund complex); Trustee (2013-2021), Barings Funds Trust (open-end investment company advised by Barings until 2021); Trustee (2022-2024), Barings Private Equity Opportunities and Commitments Fund (a non-diversified, closed-end management investment company advised by Barings until February 2024). | | Jill Olmstead (60) | Director | Class III Director; Term expires 2024; Director since August 2018 | Chief Human Resources Officer, (since 2018), LendingTree, Inc.; Founding Partner (2010-2018), Spivey & Olmstead, LLC (talent and leadership consulting firm). | 4 | Director (since 2021), BPCC; Trustee (since Aug. 2021), Barings Global Short Duration High Yield Fund (closed-end investment company advised by Barings); Director (since 2020), BCIC; Trustee (2022-2024), Barings Private Equity Opportunities and Commitments Fund (a non- diversified, closed-end management investment company advised by Barings until February 2024). |

  32. NOMINEES FOR CLASS III DIRECTORS

    (1)The business address of each nominee for director is 300 South Tryon Street, Suite 2500, Charlotte, NC 28202. The age of each individual is as of the date of the Annual Meeting. (2)Including the Company. (3)Interested Director due to affiliations with Barings LLC. 8

  33. CLASS I DIRECTORS: TERM EXPIRING 2025

    CLASS I DIRECTORS: TERM EXPIRING 2025

  34. CLASS I DIRECTORS: TERM EXPIRING 2025

    | Name, Address and Age(1) | Position(s) Held with Company | Term and Length of Time Served | Principal Occupations During Past 5 Years | Number of Portfolios Overseen in Fund Complex (2) | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | Interested Director | | | | | | | Eric Lloyd(3) (55) | Chief Executive Officer and Executive Chairman of the Board of Directors | Class I Director; Term Expires 2025; Director since August 2018 | President (since 2021), Global Head of Private Assets (2020-2021), Deputy Head of Global Markets & Head of Private Fixed Income (2019-2020), Head of Global Private Finance (2013-2019), Barings LLC (global asset manager). | 3 | Director (since 2020), Chairman (since 2021), BCIC; Director (Chairman) (since 2021), BPCC. | | Non-Interested Directors | | | | | | | Mark F. Mulhern (64) | Director | Class I Director; Term Expires 2025; Director since October 2016 (Triangle Capital) | Executive Vice President and Chief Financial Officer (2014 - 2022), Highwood Properties, Inc. (publicly traded real estate investment trust). | 4 | Director (since 2021), BPCC; Trustee (since 2021), Barings Global Short Duration High Yield Fund (closed-end investment company advised by Barings); Director (since 2020), Intercontinental Exchange (NYSE: ICE); Director (since 2020), ICE Mortgage Technology; Director (since 2020), BCIC; Director (since 2015), McKim and Creed (engineering service firm); Director and Audit Committee member (2012-2014), Highwood Properties (real estate investment trust); Director (2015-2017), Azure MLP (midstream oil and gas); Trustee (2022-2024), Barings Private Equity Opportunities and Commitments Fund (a non-diversified, closed-end management investment company advised by Barings until February 2024). |

  35. CLASS I DIRECTORS: TERM EXPIRING 2025

    9

  36. CLASS I DIRECTORS: TERM EXPIRING 2025

    | Robert Knapp (58) | Director | Class I Director; Term Expires 2025; Director since December 2020 | Chief Investment Officer (since 2007), Ironsides Partners LLC (investment management firm). | 1 | Director (since 2007), Africa Opportunity Fund Ltd.; Director (since 2010), Pacific Alliance Asia Opportunity Fund and Pacific Alliance Group Asset Management Ltd.; Director (since 2010), Sea Education Association; Director (since 2015), Lamington Road DAC (successor to Emergent Capital Inc.); Director (since 2018), Okeanis Eco Tankers Corp.; Director (2017-2023), Children's School of Science; Director (2016-2022), Mass Eye & Ear; Director (2003-2020), MVC Capital; Director (2012-2019), Castle Private Equity; Director (2017-2018), MPC Container Ships. |

  37. CLASS I DIRECTORS: TERM EXPIRING 2025

    (1)The business address of each director is 300 South Tryon Street, Suite 2500, Charlotte, NC 28202. The age of each individual is as of the date of the Annual Meeting. (2) Including the Company. (3)Interested Director due to affiliations with Barings LLC. 10

  38. CLASS II DIRECTORS: TERM EXPIRING 2026

    CLASS II DIRECTORS: TERM EXPIRING 2026

  39. CLASS II DIRECTORS: TERM EXPIRING 2026

    | Name, Address and Age(1) | Position(s) Held with Company | Term and Length of Time Served | Principal Occupations During Past 5 Years | Number of Portfolios Overseen in Fund Complex (2) | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | Non-Interested Directors | | | | | | | Steve Byers (70) | Director | Class II Director; Term expires 2026; Director since February 2022 | Independent Consultant (since 2014). | 1 | Director (since 2011), Chairman (since 2016) Deutsche Bank DBX ETF Trust; Trustee (since 2016), The Arbitrage Funds Trust; Director (2012-2022), Chairman (2012-2022), Sierra Income Corporation. | | Valerie Lancaster- Beal (69) | Director | Class II Director; Term expires 2026; Director since February 2022 | President and Chief Executive Officer (since 2014), VLB Associates, LLC (management consulting firm providing financial and operational advisory services); Chief Financial Officer (2015-2021), Odyssey Media (marketing and communications company). | 1 | Director (2012-2022), Sierra Income Corporation; Director (since 2012), KIPP NYC; Trustee (2000-2014), City University of New York; Board Member (2006 - 2010), Georgetown University Board of Regents. | | John A. Switzer (67) | Director | Class II Director; Term expires 2026; Director since August 2018 | Director, Weisiger Group (formerly Carolina Tractor and Equipment Company (CTE)) (since 2017). | 2 | Director (since March 2021), BCIC; Director and Audit Committee member (since 2019), HomeTrust Bancshares, Inc. |

  40. CLASS II DIRECTORS: TERM EXPIRING 2026

    (1)The business address of each director is 300 South Tryon Street, Suite 2500, Charlotte, NC 28202. The age of each individual is as of the date of the Annual Meeting. (2)Including the Company. 11 Qualifications of Director Nominees and Other Directors. The following provides an overview of the considerations that led the Nominating and Corporate Governance Committee and the Board of Directors to recommend and approve the election or appointment of the individuals serving as a Director or nominee for Director. Each of the Directors has demonstrated superior credentials and recognition in his or her respective field and the relevant expertise and experience upon which to be able to offer advice and guidance to the Company’s management. In recommending the election or appointment of the Board members or nominees, the Nominating and Corporate Governance Committee generally considers certain factors including the current composition of the Board of Directors, overall business expertise, gender, cultural and racial diversity, whether the composition of the Board of Directors contains a majority of independent directors as determined under the NYSE listing standards and the 1940 Act, the candidate’s character and integrity, whether the candidate possesses an inquiring mind, vision and the ability to work well with others, conflicts of interest interfering with the proper performance of the responsibilities of a director, a candidate’s overall business experience, what type of diversity he or she brings to the Board of Directors, whether the candidate has sufficient time to devote to the affairs of the Company, including consistent attendance at Board of Directors and committee meetings and advance review of materials and whether each candidate can be trusted to act in the best interests of the Company and its stockholders.

  41. Nominees for Class III Directors; Term expiring at the 2024 Annual Stockholder Meeting

    Nominees for Class III Directors; Term expiring at the 2024 Annual Stockholder Meeting •Mr. Mihalick — Mr. Mihalick brings over 16 years of experience in the financial services industry. He is Barings LLC's Head of Private Assets, managing the firm's global private markets businesses, including direct middle-market lending, private placements, infrastructure debt, private structured finance, diversified alternative equity and real estate. He is also a member of Barings LLC's Senior Leadership Team. Prior to his current role, Mr. Mihalick served as Head of U.S. Public Fixed Income and Head of U.S. High Yield, where he was responsible for the U.S. High Yield and Investment Grade Investment Groups. Prior to joining Barings LLC in 2008, he was a Vice President with Wachovia Securities Leveraged Finance Group. At Wachovia (now Wells Fargo) he was responsible for sell-side origination of leveraged loans and high yield bonds to support both corporate and private equity issuers. Prior to entering the financial services industry, he served as an officer in the United States Air Force and worked in the telecommunications industry for 7 years. Mr. Mihalick serves as a trustee or director of Barings Capital Investment Corporation, a business development company advised by Barings, Barings Global Short Duration High Yield Fund, a closed-end investment company advised by Barings, Barings Corporate Investors and Barings Participation Investors, both closed-end funds advised by Barings. Mr. Mihalick holds a B.S. from the United States Air Force Academy, an M.S. from the University of Washington and an M.B.A. from Wake Forest University. •Mr. Okel — Mr. Okel brings over 20 years of experience in the underwriting, structuring, distribution and trading of debt used for corporate acquisitions, leveraged buyouts, recapitalizations and refinancings. He previously served as Executive Director of Catawba Lands Conservancy, a non-profit land trust. Prior to joining Catawba Lands Conservancy, he served as Global Head of Syndicated Capital Markets at Bank of America Merrill Lynch, where he managed capital markets, sales, trading and research for the United States, Europe, Asia and Latin America from 1989 to 2010. He currently serves as trustee or director of several public companies and non-profit organizations, including Barings Private Credit Corporation and Barings Capital Investment Corporation (both business development companies advised by Barings); Barings Global Short Duration High Yield Fund, a closed-end investment company advised by Barings; Barings Private Equity Opportunities and Commitments Fund, a non-diversified, closed-end management investment company advised by Barings; and is Chairman of the Board of Directors of Horizon Funds, a mutual fund complex. Mr. Okel holds a Bachelor of Arts in Economics from Davidson College and a Masters of Management, Finance, Accounting and Marketing from Kellogg School of Management, Northwestern University. •Ms. Olmstead — Ms. Olmstead brings over 21 years of senior leadership experience in Human Resources in the financial services industry to her role as the Chair of the Board's Compensation Committee. She is currently the Chief Human Resources Officer at LendingTree, Inc. and was a Founding Partner of Spivey & Olmstead, LLC, a Talent and Leadership Consulting firm with expertise in the fields of executive 12 development and talent management founded in June 2010. She also currently serves on the boards of Barings Private Credit Corporation and Barings Capital Investment Corporation (both business development companies advised by Barings); Barings Global Short Duration High Yield Fund, a closed- end investment company advised by Barings; and Barings Private Equity Opportunities and Commitments Fund, a non-diversified, closed-end management investment company advised by Barings. The Board benefits from her experience working with executive-level and senior management at various companies, helping lead their efforts on talent strategies, including succession planning, building strong performance cultures, and diversity and inclusion work. She has a strategic and pragmatic approach to talent management with an eye toward bottom line results. In her capacity as Managing Director (2006 to 2009) and Executive Vice President (2000 to 2006) at Wachovia Corporation (now Wells Fargo) she was both the Head of Human Resources for the Corporate and Investment Bank and the Head of Human Resources for the International Businesses. Prior to this, she formed and led the Leadership Practices Group at Wachovia to create and implement a company-wide talent management process that identified, developed, tracked and promoted high potential leaders throughout their careers. Ms. Olmstead received a Bachelor of Science at Clemson University and a Masters in Organization Behavior and Development at Fielding University, Santa Barbara, CA.

  42. Directors Continuing in Office

    Directors Continuing in Office

  43. Class I Directors; Term expiring at the 2025 Annual Stockholder Meeting

    Class I Directors; Term expiring at the 2025 Annual Stockholder Meeting •Mr. Lloyd — Mr. Lloyd brings over 30 years of experience in investment management, investment banking, leveraged finance and risk management to the Board. Mr. Lloyd is President of Barings LLC where he leads a diverse set of organizations, spanning cross-asset investment, sales and marketing, business and product development and research. Mr. Lloyd also works closely with all the investment teams at Barings LLC. Prior to his current role, Mr. Lloyd served as Head of Private Assets. Mr. Lloyd has worked in the industry since 1990. Prior to joining Barings in 2013, Mr. Lloyd served as Head of Market and Institutional Risk for Wells Fargo, was on Wells Fargo’s Management Committee and was a member of the Board of Directors of Wells Fargo Securities. Before the acquisition of Wachovia, Mr. Lloyd worked in Wachovia’s Global Markets Investment Banking division and served on the division’s Operating Committee where he held various leadership positions, including Head of Wachovia’s Global Leveraged Finance Group. Mr. Lloyd serves as the Chairman of the Board of Directors to Barings Private Capital Corporation and Barings Capital Investment Corporation, both business development companies advised by Barings. Mr. Lloyd holds a B.S. in Finance from the University of Virginia's McIntire School of Commerce. •Mr. Mulhern — Mr. Mulhern brings significant public company experience, both as a senior executive and as a board member. From September 2014 until his retirement on January 1, 2022, he served as Executive Vice President and Chief Financial Officer of Highwoods Properties, Inc., a Raleigh, North Carolina based publicly-traded real estate investment trust. Prior to joining Highwoods, Mr. Mulhern served as Executive Vice President and Chief Financial Officer of Exco Resources, Inc. Prior to Exco, he served as Senior Vice President and Chief Financial Officer of Progress Energy, Inc. from 2008 until its merger with Duke Energy Corporation in 2012. He joined Progress Energy in 1996 as Vice President and Controller and served in a number of leadership roles at Progress Energy, including Vice President of Strategic Planning, Senior Vice President of Finance and President of Progress Ventures. He also spent eight years at Price Waterhouse, now known as PwC. Mr. Mulhern previously served on the Highwoods Board of Directors and Audit Committee from January 2012 through August 2014. He currently serves on the boards of Barings Private Credit Corporation and Barings Capital Investment Corporation, both business development companies advised by Barings); Barings Global Short Duration High Yield Fund, a closed- end investment company advised by Barings; and Barings Private Equity Opportunities and Commitments Fund, a non-diversified, closed-end management investment company advised by Barings. Additionally, Mr. Mulhern serves on the board of the Intercontinental Exchange, a Fortune 500 company and provider of marketplace infrastructure, data service and technology solutions to a broad range of customers. He also serves on the board of Ellie Mae, Inc., the operating company of ICE Mortgage Technology, both of which are subsidiaries of Intercontinental Exchange. Mr. Mulhern also currently serves on the board of McKim 13 and Creed, a North Carolina based professional engineering services firm. Mr. Mulhern is a Certified Public Accountant and is a graduate of St. Bonaventure University. •Mr. Knapp — Mr. Knapp brings over 25 years of experience in the financial services industry to the Board. He is the Founder and Chief Investment Officer of Ironsides Partners LLC, a Boston-based investment manager specializing in closed-end funds, holding companies, and asset value investing generally. Ironsides and related entities serve as the manager and general partner to various funds and managed accounts for institutional clients. Mr. Knapp is also a director of Okeanis Eco Tankers, the Pacific Alliance Asia Opportunity Fund and its related entities and Pacific Alliance Group Asset Management Ltd., based in Hong Kong, and Lamington Road DAC, the successor to Emergent Capital. He is a principal and director of Africa Opportunity Partners Limited, a Cayman Islands company that serves as the investment manager to Africa Opportunity Fund Limited. Additionally, Mr. Knapp serves as a member of the Board of Managers of Veracity Worldwide LLC and is Chairman of Ironsides Medical, Inc. Mr. Knapp previously served as the Lead Independent Director of MVC Capital, Inc. until completion of its merger with the Company in December 2020 and was previously an independent, nonexecutive director of Castle Private Equity AG and MPC Container Ships. He also acted as Managing Director for over ten years at Millennium Partners in New York. In the non-profit sector, Mr. Knapp serves as a Trustee and Treasurer of the Sea Education Association, both based in Woods Hold, Massachusetts.

  44. Class II Directors; Term expiring at the 2026 Annual Stockholder Meeting

    Class II Directors; Term expiring at the 2026 Annual Stockholder Meeting •Mr. Byers — Mr. Byers is a senior executive with over 30 years of leadership experience in finance, operations and control, investment management and capital markets with leading national firms in asset management, banking and brokerage. Mr. Byers serves as the Independent Chairman of the Board of Directors of Deutsche Bank DBX ETF Trust and as a member of the audit and nominating committees. Since 2016, Mr. Byers has also served as a board member of the Mutual Fund Directors Forum, an independent, non-profit organization serving independent directors of U.S. funds registered with the Securities and Exchange Commission under the 1940 Act. Mr. Byers served as an Independent Director and Chairman of Sierra Income Corporation, a non-traded business development company (BDC) sponsored by Medley LLC (NYSE:MCC), from 2012 to 2022. Sierra Income merged with Barings BDC, Inc. in February, 2022, in connection with which Mr. Byers was appointed to the Board of Directors of Barings BDC, Inc. From 2002 to 2012, Mr. Byers also served as Trustee for the College of William and Mary Graduate School of Business. Since 2014, Mr. Byers has been engaged periodically as an independent consultant to provide expert reports and opinions in financial and investment related matters. From 2000 to 2006, Mr. Byers served as an investment executive with Dreyfus Corporation and served as Vice Chairman, Executive Vice President, Chief Investment Officer, member of the Board of Directors and Executive Committee, and fund officer of 90 investment companies, responsible for investment performance of approximately $200 billion in assets under management. Prior to joining Dreyfus Corporation, Mr. Byers served in executive positions at PaineWebber Group from 1986 to 1997, and served in such capacities as chairman of the Investment Policy and Risk Oversight Committee, Capital Markets Director of Risk and Credit Management, and was NASD registered as General Principal, Financial and Operations Principal and Branch Principal. Prior to PaineWebber, Mr. Byers was an executive at Citibank/ Citicorp from 1979 to 1986. Mr. Byers received his M.B.A. in Finance from Roth Graduate School of Business, Long Island University and his B.A. in Economics from Long Island University. In December 2014, Mr. Byers was recognized by the National Association of Corporate Directors as a Board Leadership Fellow. •Ms. Lancaster-Beal — Ms. Lancaster-Beal is a financial professional with extensive management and board level experience in corporate governance, credit and financial analysis. Ms. Lancaster-Beal is the President and Chief Executive Officer of VLB Associates, a management consulting firm she founded in January 2014 that provides financial and operational advisory services to middle-market businesses, investment firms and non-profit organizations. In this capacity, she previously served as the Chief Financial Officer of Odyssey Media from 2015 to 2021, and as the Chief Administrative and Finance Director of Data Capital Management from 2015 to 2017. Prior to this, she served as Managing Director at M.R. Beal & Company, which she co-founded in April 1988, until 2014. Ms. Lancaster-Beal was a Senior 14 Vice President of Drexel Burnham Lambert from 1984 to 1988 and as Vice President of Citicorp Investment Bank from 1978 to 1984. Ms. Lancaster-Beal served as an Independent Director and Chair of the Nominating and Governance committee and the Audit committee of Sierra Income Corporation, a non- traded business development company (BDC) sponsored by Medley LLC (NYSE:MCC), from 2012 to 2022. Sierra Income merged with Barings BDC, Inc. in February, 2022, in connection with which Ms. Lancaster-Beal was appointed to the Board of Directors of Barings BDC, Inc. Ms. Lancaster-Beal currently serves on the Board of Directors of KIPP NYC, a network of free, public charter schools. She also previously served as a Trustee on the Board of the City University of New York from 2000 to 2014, where she chaired the Faculty, Staff and Administration Committee and served on the Finance Committee. Additionally, Ms. Lancaster-Beal served on the Board of Regents of Georgetown University from 2006 to 2010. Ms. Lancaster-Beal holds a B.A. in Economics from Georgetown University and an M.B.A. from the Wharton School of Business of the University of Pennsylvania. •Mr. Switzer — Mr. Switzer brings over 35 years of public accounting firm experience to the Board. Mr. Switzer has served as a member of the Board of Directors of Barings Capital Investment Corporation (a business development company advised by Barings) since March 2021, and since May 2017, has served as a member of the Board of Directors of Weisiger Group (formerly Carolina Tractor and Equipment Company (CTE)), a large, privately held Southeastern supplier of construction, forestry, paving, and material handling equipment. Since September 2019, Mr. Switzer has also served as a member of the Board of Directors of HomeTrust Bancshares, Inc., a publicly traded regional banking organization, where he also serves on the Audit Committee. Previously, Mr. Switzer served as managing partner of KPMG's Charlotte office (starting in 2009) until retirement in 2016, where he was also the market leader for KPMG’s Carolinas, Florida, and San Juan offices. Prior to these positions, he served as managing partner of KPMG’s Cleveland (1999 to 2007) and Kentucky (Louisville and Lexington) (1988 to 1998) offices. Mr. Switzer currently serves on the boards of The Foundation for the Mint Museum and the National Association of Corporate Directors, Carolinas Chapter. Mr. Switzer is a Certified Public Accountant and holds a B.S. in Accounting from the University of Kentucky. 15

  45. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Company's directors are divided into two groups — Interested Directors and Independent Directors. Interested Directors are “interested persons” as defined in Section 2(a)(19) of the 1940 Act. During 2023, Interested Directors did not receive any compensation from the Company for their service as members of the Board of Directors. The compensation table below sets forth compensation that the Company's Independent Directors earned during the year ended December 31, 2023.

  46. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash | All Other Compensation(1) | Total | | Mark Mulhern ........................................................... | $130,000 | $— | $130,000 | | John A. Switzer ......................................................... | $120,000 | $— | $120,000 | | Thomas W. Okel ....................................................... | $130,000 | $— | $130,000 | | Jill Olmstead ............................................................. | $120,000 | $— | $120,000 | | Robert Knapp ............................................................ | $120,000 | $— | $120,000 | | Steve Byers ............................................................... | $120,000 | $— | $120,000 | | Valerie Lancaster-Beal .............................................. | $120,000 | $— | $120,000 |

  47. DIRECTOR COMPENSATION

    (1)All other compensation includes reimbursement of out-of-pocket expenses