DEF 14A of Golub Capital Bdc, Inc.
Filed Dec 13, 20240001476765-24-000141
Election of Directors
Election of Directors The election of directors requires the vote of a majority of the shares of Common Stock cast at the Annual Meeting virtually or by proxy (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee). Stockholders may not cumulate their votes. Abstentions and broker non-votes will not be included in determining the number of votes cast, and, as a result, will have no effect on the election of nominees.
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS In accordance with the Company’s certificate of incorporation and bylaws, the Board currently has seven members. Directors are divided into three classes and are elected for classified terms expiring at the third succeeding Annual Meeting of Stockholders, with a term of office of one of the three classes of directors expiring each year at the Annual Meeting of Stockholders. After this election, the terms of Class I, II and III directors will expire in 2026, 2027 and 2028, respectively. Each director will hold office for the term to which he or she is elected and until his or her successor is duly elected and qualified. A Stockholder can vote for or against, or abstain from voting for, any nominee. 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 each nominee named below. If a nominee 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 as is nominated by the Board as a replacement. The Board has no reason to believe that either Mr. Lawrence E. Golub, Mr. Lofton P. Holder or Mr. William M. Webster IV will be unable or unwilling to serve. THE BOARD, INCLUDING EACH OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.
Information about the Nominees and Directors
Information about the Nominees and Directors Certain information with respect to the Class III nominees for election at the Annual Meeting, as well as each of the other directors, is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person holds and the year in which each person became a director of the Company. The nominees for Class III director currently serve as directors of the Company. Mr. Lawrence E. Golub, Mr. Lofton P. Holder and Mr. William M. Webster IV have each been nominated for election as Class III directors for a three-year term expiring at the 2028 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. Mr. Lawrence E. Golub, Mr. Lofton P. Holder and Mr. William M. Webster IV are not being proposed for election pursuant to any agreement or understanding between any of Mr. Lawrence E. Golub, Mr. Lofton P. Holder and Mr. William M. Webster IV and the Company. Nominees for Class III Directors
Information about the Nominees and Directors
| Name, Address and Age(1) | Position(s) held with Company | Term of Office and Length of Time Served | Principal Occupation(s) During the Past 5 Years | Number of Companies In Fund Complex(2) Overseen by Director | Other Directorships Held by Director or Nominee for Director During the Past 5 years(3) | | Lawrence E. Golub (65)(4) | Chairman of the Board of Directors | Class III Director since 2009; Term Expires 2025 | Serves as the Chief Executive Officer of Golub Capital. | Four | Chairman of the board of directors of GDLC, GDLCU and GBDC 4. Served as Chairman of the board of directors of Golub Capital Investment Corporation ("GCIC") until its acquisition by the Company in 2019 and Golub Capital BDC 3, Inc. ("GBDC 3") from 2017 until its acquisition by the Company in 2024. | | Lofton P. Holder (60) | Director | Class III Director since February 2021; Term Expires 2025 | Co-founder and retired managing partner of Pine Street Alternative Asset Management Company. | Five | A member of the board of directors of GDLC, GDLCU, GBDC 4 and board of trustees of GCRED. Served as member of the board of directors of Manning & Napier, Inc. (NYSE) from 2021 to 2023, a Trustee for Pace University on the Audit Committee and as a member of the board of directors of GBDC 3 from 2021 until its acquisition by GBDC in 2024. Currently serves as Chair of the Investment Committee for the Edwin Gould Foundation and Maimonides Medical Center. | | William M. Webster IV (67) | Director | Class III Director since 2010; Term Expires 2025 | Retired. Co-founder of Advance America, Advance Cash Centers, Inc. Served as the Chief Executive Officer of Advance America, Advance Cash Centers, Inc. from its inception in 1997 through August 2005 and served as Chairman of the board of directors from August 2008 through May 2012. | Five | A member of the board of directors of GDLC, GDLCU, GBDC 4 and board of trustees of GCRED. Previously served as a member of the board of directors of GCIC from 2014 until its acquisition by GBDC in 2019, GBDC 3 from 2017 until its acquisition by GBDC in 2024, Compass Systems Inc. from 2014 to May 2021 and LKQ Corporation (NYSE) from 2003 to May 2020. Currently serves as the Chair of the Board of Directors and is the Chair of the Audit Committee of International Battery Metals Ltd. |
Class I Directors (Continuing directors not up for re-election at the Annual Meeting)
Class I Directors (Continuing directors not up for re-election at the Annual Meeting)
Class I Directors (Continuing directors not up for re-election at the Annual Meeting)
| Name, Address and Age(1) | Position(s) held with Company | Term of Office and Length of Time Served | Principal Occupation(s) During the Past 5 Years | Number of Companies In Fund Complex(2) Overseen by Director | Other Directorships Held by Director or Nominee for Director During the Past 5 years(3) | | David B. Golub (62)(4) | Chief Executive Officer and Director | Class I Director since 2009; Term Expires 2026 | Serves as the President of Golub Capital. | Five | President and Chief Executive Officer and a member of the board of directors of GDLC, GDLCU and GBDC 4 and board of trustees of GCRED. Served as President and Chief Executive Officer and a member of the board of directors of GCIC from 2014 until its acquisition by GBDC in 2019 and GBDC 3 from 2017 until its acquisition by GBDC in 2024. Currently serves on the board of directors of the Burton Corporation and previously served on the board of directors of the Michael J. Fox Foundation for Parkinson’s Research. | | Anita J. Rival (60) | Director | Class I Director since 2011; Term Expires 2026 | Independent Consultant. Former independent advisor to Magnetar Capital from April 2011 to May 2012. Partner and Portfolio Manager at Harris Alternatives, LLC, and its predecessor, Harris Associates, L.P., from 1999 to 2009. | Five | A member of the board of directors of GDLC, GDLCU and GBDC 4 and board of trustees of GCRED. Served as a member of the board of directors of GCIC from 2014 until its acquisition by GBDC in 2019 and GBDC 3 from 2017 until its acquisition by GBDC in 2024. An independent trustee at Baron Funds Management since May 2013. Served as an independent director for Impala Asset Management from 2014 to 2022 and Trivian Investors 1 Limited (a Guernsey registered company listed on the London Stock Exchange) from April 2022 to April 2023. |
Class II Directors (Continuing directors not up for re-election at the Annual Meeting)
Class II Directors (Continuing directors not up for re-election at the Annual Meeting)
Class II Directors (Continuing directors not up for re-election at the Annual Meeting)
| Name, Address and Age(1) | Position(s) held with Company | Term of Office and Length of Time Served | Principal Occupation(s) During the Past 5 Years | Number of Companies In Fund Complex(2) Overseen by Director | Other Directorships Held by Director or Nominee for Director During the Past 5 years(3) | | John T. Baily (80) | Director | Class II Director since 2010; Term Expires 2027 | Retired. | Five | A member of the board of directors of GDLC, GDLCU, GBDC 4 and board of trustees of GCRED and serves as the Audit Committee Chairman of Endurance U.S. Holding Corp., the U.S. holding company for the Sompo International Group, since 2017. Previously served on the board of directors of GCIC from 2014 until its acquisition by GBDC in 2019. GBDC 3 from 2017 until its acquisition by GBDC in 2024 and RLI Corp. (traded on the New York Stock Exchange or "NYSE" from 2003 to 2023). | | Kenneth F. Bernstein (63) | Director | Class II Director since 2010; Term Expires 2027 | Chief Executive Officer of Acadia Realty Trust since 2001 and the president and a trustee since its formation in 1998. | Five | A member of the board of directors of GDLC, GDLCU, GBDC 4 and board of trustees of GCRED. Served as a member of the board of directors of GCIC from 2014 until its acquisition by GBDC in 2019 and GBDC 3 from 2017 until its acquisition by GBDC in 2024. |
Class II Directors (Continuing directors not up for re-election at the Annual Meeting)
(1)The business address of each of our directors is c/o Golub Capital BDC, Inc., 200 Park Avenue, 25th Floor, New York, NY 10166. (2)“Fund Complex” includes the Company, Golub Capital Direct Lending Corporation (“GDLC”), Golub Capital Direct Lending Unlevered Corporation (“GDLCU”), Golub Capital BDC 4, Inc. (“GBDC 4”) and Golub Capital Private Credit Fund (“GCRED”). (3)No director otherwise serves as a director of an investment company registered under the 1940 Act. (4)Messrs. Lawrence E. Golub and David B. Golub, who are brothers, are interested directors due to their positions as officers of the Company and of Golub Capital.
Corporate Governance
Corporate Governance We believe that maintaining the highest standards of corporate governance is a crucial part of our business, and we are committed to having in place the necessary controls and procedures designed to ensure compliance with applicable laws, rules and regulations.
Director Independence
Director Independence The Nasdaq Stock Market LLC (“Nasdaq”) corporate governance rules require listed companies to have a board of directors with at least a majority of independent directors. Under Nasdaq corporate governance rules, for a director to be deemed independent, our Board must determine that the individual does not have a relationship that would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities. On an annual basis, each member of our Board is required to complete an independence questionnaire designed to provide information to assist the Board in determining whether the director is independent under Nasdaq corporate governance rules, the 1940 Act and our corporate governance guidelines. Our Board has determined that each of our directors, other than Mr. Lawrence E. Golub and Mr. David B. Golub is independent under the Nasdaq listing standards, the Exchange Act and the 1940 Act. Our governance guidelines require any director who has previously been determined to be independent to inform the Chairman of the Board, the Chairman of the Nominating and Corporate Governance Committee and our Corporate Secretary of any change in circumstance that may cause his or her status as an Independent Director to change. The Board limits membership on the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee to Independent Directors.
The Board’s Oversight Role in Management
The Board’s Oversight Role in Management The Board’s role in management of the Company is one of oversight. Oversight of the Company’s investment activities extends to oversight of the risk management processes employed by GC Advisors as part of its day-to-day management of our investment activities. The Board reviews risk management processes throughout the year, consulting with appropriate representatives of GC Advisors as necessary and periodically requesting the production of risk management reports or presentations. The goal of the Board’s risk oversight function is to ensure that the risks associated with our investment activities are accurately identified, thoroughly investigated and responsibly addressed. The Audit Committee of the Board (which consists of all the Independent Directors) is responsible for approving our independent accountants, reviewing with our independent accountants the plans and results of the audit engagement, approving professional services provided by our independent accountants, reviewing the independence of our independent accountants and reviewing the adequacy of our internal accounting controls. The Audit Committee is also responsible for aiding the Board in overseeing the determination of fair value of investments by reviewing valuation information provided by GC Advisors, in its capacity of valuation designee, and any independent valuation firms and pricing services utilized in the valuation processes and procedures, and assessing valuation recommendations. Stockholders should note, however, that the Board’s oversight function cannot eliminate all risks or ensure that events do not adversely affect the value of investments. The Compensation Committee’s risk oversight responsibilities include reviewing the reimbursement by the Company to Golub Capital LLC (the “Administrator”) of the allocable portion of the cost of the Company’s chief financial officer and chief compliance officer and their respective staffs on an annual basis.
The Board’s Composition and Leadership Structure
The Board’s Composition and Leadership Structure The 1940 Act requires that at least a majority of the Company’s directors not be “interested persons” (as defined in the 1940 Act) of the Company or the Company’s investment adviser. Currently, five of the Company’s seven directors are Independent Directors (and are not “interested persons”). However, Lawrence E. Golub, Chief Executive Officer of Golub Capital and therefore an interested person of the Company, serves as Chairman of the Board. The Board believes that it is in the best interests of investors for Mr. Golub to lead the Board because of his broad experience with the day-to-day management and operation of other investment funds and his significant background in the financial services industry, as described below. The Board does not have a lead independent director. However, William M. Webster IV, the Chairman of the Audit Committee and the Nominating and Corporate Governance Committee, is an Independent Director and acts as a liaison between the Independent Directors and management between meetings of the Board. He is also involved in the preparation of agendas for Board and committee meetings. The Board believes that its leadership structure is appropriate in light of the characteristics and circumstances of the Company because the structure allocates areas of responsibility among the individual directors and the committees in a manner that enhances effective oversight. The Board also believes that its small size creates a highly efficient governance structure that provides ample opportunity for direct communication and interaction between GC Advisors and the Board.
Information About Each Director’s Experience, Qualifications, Attributes or Skills
Information About Each Director’s Experience, Qualifications, Attributes or Skills Below is additional information about each director (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes and/or skills that each director possesses, and which the Board believes has prepared each director to be effective. The Board believes that the significance of each director’s experience, qualifications, attributes and/or skills is an individual matter (meaning that experience or a factor that is important for one director may not have the same value for another) and that these factors are best evaluated at the Board level, with no single director, or particular factor, being indicative of Board effectiveness. However, the Board believes that directors need to have the ability to review, evaluate, question and discuss critical information provided to them and to interact effectively with Company management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties. The Board believes that its members satisfy this standard. Experience relevant to having this ability may be achieved through a director’s educational background, business, professional training or practice (e.g., finance, accounting or law), public service or academic positions, experience from service as a board member (including on the Board of the Company) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations, and/or other life experiences. To assist them in evaluating matters under federal and state law, the Independent Directors are counseled by their own independent legal counsel, who participates in Board meetings and interacts with GC Advisors, and also may benefit from information provided by the Company’s counsel. Both Independent Directors’ and Company’s counsels have significant experience advising funds, including other business development companies, and fund board members. The Board and its committees have the ability to engage other experts as appropriate. The Board evaluates its performance on an annual basis.
Experience, Qualifications, Attributes and/or Skills that Led to the Board’s Conclusion that such Members Should Serve as Directors of the Company
Experience, Qualifications, Attributes and/or Skills that Led to the Board’s Conclusion that such Members Should Serve as Directors of the Company The Board believes that, collectively, the directors have balanced and diverse experience, qualifications, attributes and skills, which allow the Board to operate effectively in governing the Company and protecting the interests of its Stockholders. Below is a description of the various experiences, qualifications, attributes and/or skills with respect to each director considered by the Board. Interested Directors Lawrence E. Golub Lawrence E. Golub serves as Chairman of our Board of Directors. The Board of Directors benefits from Mr. Golub’s business leadership, experience and knowledge of the financial services industry. Mr. Golub previously spent ten years as a principal investor and investment banker. As a Managing Director of the Risk Merchant Bank at Bankers Trust Company, he applied derivative products to principal investing and merger and acquisitions transactions. As a Managing Director of Wasserstein Perella Co., Inc., he established that firm’s capital markets group and debt restructuring practice. As an officer of Allen & Company Incorporated, he engaged in principal investing, mergers and acquisitions advisory engagements and corporate finance transactions. Mr. Golub is active in charitable and civic organizations. He is a member of the Harvard Medical School Board of Fellows, a member of the Columbia Medical School Board of Advisors, President of the Harvard University JD-MBA Alumni Association and a member of the Advisory Council of Harvard Kennedy School’s Mossavar-Rahmani Center for Business & Government. Mr. Golub currently serves on the Stanford Interdisciplinary Life Sciences Council and the Advisory Board of Stanford Impact Labs. Mr. Golub was a private member of the Financial Control Board of the State of New York for over twelve years. He was a White House Fellow and served for over fifteen years as Treasurer of the White House Fellows Foundation. Mr. Golub was Chairman of Mosholu Preservation Corporation, a non-profit developer and manager of low-income housing in the Bronx. He served for over fifteen years as a trustee of Montefiore Medical Center, the university hospital of the Albert Einstein Medical School. Mr. Golub also serves on the board of directors of GDLC, GDLCU and GBDC 4. He previously served on the board of directors of GBDC 3 and GCIC prior to their mergers with GBDC in 2024 and 2019, respectively, and Empire State Realty Trust, Inc. (NYSE). Mr. Golub’s experiences with Golub Capital and his focus on middle market lending led our Nominating and Corporate Governance Committee to conclude that Mr. Golub is qualified to serve as a director. David B. Golub David B. Golub serves as Chief Executive Officer of Golub Capital BDC and is a member of the Board of Directors. He brings to the Board a diverse knowledge of business and finance. He is also the President of Golub Capital and serves on the Investment Committee of our Investment Adviser, GC Advisors LLC. From 1995 through October 2003, Mr. Golub was a Managing Director of Centre Partners Management LLC, a leading private equity firm. From 1995 through 2000, Mr. Golub also served as a Managing Director of Corporate Partners, a private equity fund affiliated with Lazard formed to acquire significant minority stakes in established companies. Mr. Golub is a member of the Founder’s Council of the Michael J. Fox Foundation for Parkinson’s Research, where he was the first board Chairman and a long-time director. Mr. Golub is a member of the Stanford Graduate School of Business Advisory Council. He is also a member of the Director’s Circle of the Association of Marshall Scholars. He previously served on the boards of the Loan Syndications and Trading Association, Hudson Guild and the World Policy Institute. Mr. Golub is on the board of directors of The Burton Corporation and has served on the boards of numerous public and private companies. Mr. Golub earned his AB degree in Government from Harvard College. He received an MPhil in International Relations from Oxford University, where he was a Marshall Scholar, and an MBA from Stanford Graduate School of Business, where he was named an Arjay Miller Scholar. Mr. Golub also serves as President and Chief Executive Officer and a member of the board of directors of GDLC, GDLCU and GBDC 4 and a member of the GCRED board of trustees. He previously served as President and Chief Executive Officer and a member of the board of directors of GBDC 3 and GCIC prior to their mergers with GBDC in 2024 and 2019, respectively. Mr. Golub’s experiences with Golub Capital and his focus on middle market lending led our Nominating and Corporate Governance Committee to conclude that Mr. Golub is qualified to serve as a director. Independent Directors John T. Baily Mr. John T. Baily brings to the Board over three decades of experience in the accounting industry and a substantial background in insurance industry matters. He has been a member of the board of directors of GBDC since 2010, GDLC since 2020, GDLCU and GBDC 4 since 2021, and the board of trustees of GCRED since 2023. Mr. Baily was a member of the board of directors of GCIC from 2014 to 2019 and GBDC 3 from 2017 to 2024. Mr. Baily serves as the Audit Committee Chairman of Endurance U.S. Holding Corp., the U.S. holding company for the Sompo International Group, since 2017. Mr. Baily previously served on the board of directors of RLI Corp. (NYSE) from 2003 to 2023, of Erie Indemnity Company (Nasdaq) from 2003 to 2008, of NYMagic, Inc. (NYSE) from 2003 to 2010 and of Endurance Specialty Holdings, Ltd. from 2003 to October 2017. From 1999 until 2002, Mr. Baily was the President of Swiss Re Capital Partners. Prior to joining Swiss Re Capital Partners, Mr. Baily was a partner at PricewaterhouseCoopers LLP and its predecessor, Coopers & Lybrand, where he worked from 1965 until 1999. Mr. Baily was the National Insurance Industry Chairman of Coopers & Lybrand from 1986 until 1998 and a member of Coopers & Lybrand’s International Insurance Industry Committee from 1984 until 1998. Mr. Baily graduated cum laude from Albright College in 1965, received his CPA with honors in 1968 and received his MBA from the University of Chicago in 1979. Mr. Baily’s experience as an accountant and past service as a director of public companies led our Nominating and Corporate Governance Committee to conclude that Mr. Baily is qualified to serve as a director. Kenneth F. Bernstein
Experience, Qualifications, Attributes and/or Skills that Led to the Board’s Conclusion that such Members Should Serve as Directors of the Company
Mr. Kenneth F. Bernstein brings to the Board expertise in accounting and business operations. He has been a member of the board of directors of GBDC since 2010, GDLC since 2020, GDLCU and GBDC 4 since 2021, and the board of trustees of GCRED since 2023. He also was a member of the board of directors of GCIC from 2014 to 2019 and GBDC 3 from 2017 to 2024. Mr. Bernstein has been the chief executive officer of Acadia Realty Trust since 2001 and the president and a trustee since its formation in 1998. Mr. Bernstein is responsible for strategic planning as well as overseeing the day-to-day activities of Acadia Realty Trust including operations, acquisitions and capital markets. He was an independent trustee of BRT Apartments Corp. from 2004 to 2016. From 1990 to 1998, he served as chief operating officer of RD Capital, Inc. until its merger into Acadia Realty Trust. He was an associate with the New York law firm of Battle Fowler LLP, from 1986 to 1990. He has been a member of the National Association of Corporate Directors, International Council of Shopping Centers, the National Association of Real Estate Investment Trusts, for which he serves on the Board of Governors, the Urban Land Institute and the Real Estate Roundtable. Mr. Bernstein was also the founding chairman of the Young Presidents’ Organization Real Estate Network and is currently a member of its board of advisors. He holds a BA from the University of Vermont and a JD from Boston University School of Law. Mr. Bernstein’s experience as a senior executive officer within finance companies led our Nominating and Corporate Governance Committee to conclude that Mr. Bernstein is qualified to serve as a director. Lofton P. Holder Mr. Lofton P. Holder brings to the Board a diverse knowledge of business and finance. He has been a member of the board of directors of GBDC, GDLC, GDLCU and GBDC 4 since 2021, and the board of trustees of GCRED since 2023, where he serves on the Nominating and Corporate Governance, Audit and GBDC Compensation Committees. He also was a member of the board of directors of GBDC 3 from 2021 to 2024. Mr. Holder also served on the board of directors for Manning & Napier (NYSE), where he served as chair of the Compensation Committee. He also served as an advisor to the management team at Landed, a private company focused on helping essential professionals purchase homes. He is the co-founder and retired managing partner for Pine Street Alternative Asset Management Company. Pine Street invests seed capital with emerging hedge fund managers. Prior to creating Pine Street, Mr. Holder was a Managing Director at Investcorp and JP Morgan Asset Management. In these roles, he served the investment needs of major global institutional investors working across all equity and fixed income asset classes as well as hedge fund, private equity and real estate investments. Earlier in his career, Mr. Holder was a municipal finance investment banker at JP Morgan and The First Boston Corporation. He is actively engaged in the community and is particularly focused on ideas to advance educational opportunity and student achievement for young people from low-income backgrounds. Mr. Holder is a board member for The Edwin Gould Foundation and Maimonides Medical Center and serves as Chair of the Investment Committees for both organizations. Mr. Holder also serves on the Board of Directors of UpTogether and AARP Foundation. He previously served as a Trustee for Pace University where he was a member of the Audit Committee. Mr. Holder received a BA in Political Science from Columbia University and a MBA from the Yale School of Organization and Management. Mr. Holder’s experience as a senior executive officer within the alternative asset management business led our Nominating and Corporate Governance Committee to conclude that Mr. Holder is qualified to serve as a director. Anita J. Rival Ms. Anita J. Rival brings to the Board a diverse knowledge of business and finance and expertise in capital markets, portfolio management and business operations. She has been a member of the board of directors of GBDC since 2011, GDLC since 2020, GDLCU and GBDC 4 since 2021, and the board of trustees of GCRED since 2023. Ms. Rival was a member of the board of directors of GCIC from 2014 to 2019 and GBDC 3 from 2017 to 2024. Ms. Rival became a trustee of Baron Investment Funds Trust in May 2013. From April 2022 to April 2023, Ms. Rival served as an independent director for Trian Investors 1 Limited, a Guernsey registered company listed on the London Stock Exchange. From January 2014 to September 2022, she served as an independent director for Impala Asset Management. From April 2011 through May 2012, she served as an independent advisor to Magnetar Capital, a multi-strategy hedge fund. From 1999 until her retirement in February 2009, Ms. Rival was a Partner and Portfolio Manager at Harris Alternatives, LLC, and its predecessor, Harris Associates, L.P. As a Portfolio Manager at Harris Alternatives, LLC, Ms. Rival managed all aspects of a $14 billion fund of hedge funds, including asset selection, risk assessment and allocation across investment strategies. Prior to Harris Alternatives, LLC, Ms. Rival held senior level positions at several large asset management/investment banking institutions, including Banker’s Trust, Global Asset Management and Merrill Lynch Capital Markets. Ms. Rival received her BA in 1985 from Harvard University. Ms. Rival’s experience as a partner and senior executive in several asset management firms led our Nominating and Corporate Governance Committee to conclude that Ms. Rival is qualified to serve as a director. William M. Webster IV Mr. William M. Webster IV brings to the Board a diverse knowledge of business and finance. He has been a member of the board of directors of GBDC since 2010, GDLC since 2020, GDLCU and GBDC 4 since 2021, and the board of trustees of GCRED since 2023. Mr. Webster was a member of the board of directors of GCIC from 2014 to 2019 and GBDC 3 from 2017 to 2024. Mr. Webster currently serves on the Board of Directors, and is the Chair of the Board of Directors and the Audit Committee, of International Battery Metals Ltd. Mr. Webster is one of the co-founders of Advance America, Advance Cash Centers, Inc. Mr. Webster served as a director from the company’s inception in 1997 through May 2012 and as the Chairman of the board of directors from August 2008 through May 2012 and previously from January 2000 through July 2004. He was the Chief Executive Officer of Advance America, Advance Cash Centers, Inc. from its inception through August 2005. From May 1996 to May 1997, Mr. Webster served as Executive Vice President of Education Management Corporation and was responsible for corporate development, human resources, management information systems, legal affairs and government relations. From October 1994 to October 1995, Mr. Webster served as Assistant to the President of the United States and Director of Scheduling and Advance. Mr. Webster served as Chief of Staff to U.S. Department of Education Secretary Richard W. Riley from January 1993 to October 1994. From November 1992 to January 1993, Mr. Webster was Chief of Staff to Richard W. Riley as part of the Presidential Transition Team. Mr. Webster previously served on the board of directors of LKQ Corporation (NYSE) from 2003 to May 2020 and on the board of directors of Compass Systems, Inc. from 2014 to May 2021. Mr. Webster holds an Executive Masters Professional Director Certification, the highest level, from the
Experience, Qualifications, Attributes and/or Skills that Led to the Board’s Conclusion that such Members Should Serve as Directors of the Company
American College of Corporate Directors, a public company director education and credentialing organization. Mr. Webster is a 1979 summa cum laude graduate of Washington and Lee University and a Fulbright Scholar. Mr. Webster is also a graduate of the University of Virginia School of Law. Mr. Webster’s knowledge of business and finance developed as a senior executive officer led our Nominating and Corporate Governance Committee to conclude that Mr. Webster is qualified to serve as a director.
Compensation of Directors
Compensation of Directors The Independent Directors will receive an annual fee of $160,000 for the fiscal year ending September 30, 2025. They also receive $3,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending in person or telephonically each regular Board meeting and $500 for each special telephonic meeting. The chairman of the Audit Committee receives an annual fee of $20,000. We have obtained directors’ and officers’ liability insurance on behalf of our directors and officers. No compensation is paid to directors who are “interested persons”. The Board reviews and determines the compensation of Independent Directors. The following table shows information regarding the compensation earned by our directors for the fiscal year ended September 30, 2024. No compensation is paid by us to any interested director or executive officer of the Company.
Compensation of Directors
| Name | Aggregate Compensation from the Company(1) | Pension Retirement Benefits Accrued as Part of Our Expenses(2) | Total Compensation from the Company Paid to Director(1) | | Independent Directors | | | | | John T. Baily | $198,750 | — | $198,750 | | Kenneth F. Bernstein | $198,750 | — | $198,750 | | Lofton P. Holder | $198,750 | — | $198,750 | | Anita J. Rival | $198,750 | — | $198,750 | | William M. Webster IV | $217,750 | — | $217,750 | | Interested Directors | | | | | Lawrence E. Golub | — | — | — | | David B. Golub | — | — | — |
Compensation of Directors
(1)The amounts listed are for the fiscal year ended September 30, 2024. For a discussion of the Independent Directors’ compensation see above. Total compensation includes compensation earned as a member of the board of directors of GBDC 3 prior to the GBDC 3 Merger (as defined below). (2)We do not have a profit-sharing or retirement plan, and directors do not receive any pension or retirement benefits.