| * | Ms. Uniacke is considered to be an “Interested Director” because she holds positions with Goldman Sachs and owns securities issued by GS Group Inc. Ms. Uniacke holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor. |
8
| (1) | Each nominee and director may be contacted by writing to the nominee or director, c/o Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York 10282. |
(2) | As of March 20, 2017, the Goldman Sachs Trust consisted of 90 portfolios (89 of which offered shares to the public) and the Goldman Sachs Variable Insurance Trust consisted of 14 portfolios. |
The significance or relevance of a nominee’s or director’s particular experience, qualifications, attributes and/or skills is considered by the Board on an individual basis. Experience, qualifications, attributes and/or skills common to all nominees and directors include the ability to critically review, evaluate and discuss information provided to them and to interact effectively with the other directors and with representatives of GSAM and its affiliates, other service providers, legal counsel and the Company’s independent registered public accounting firm, the capacity to address financial and legal issues and exercise reasonable business judgment, and a commitment to the representation of the interests of the Company and the Stockholders. The Governance and Nominating Committee’s charter contains certain other factors that are considered by the Governance and Nominating Committee in identifying and evaluating potential nominees to serve as Independent Directors.
11
Based on each nominee’s experience, qualifications, attributes and/or skills, considered individually and with respect to the experience, qualifications, attributes and/or skills of the other directors, the Board has concluded that each nominee should continue to serve as a director. Below is a brief discussion of the experience, qualifications, attributes and/or skills of each nominee, as well as of the continuing directors, that led the Board to conclude that such individual should serve as a director.
Class
IIII Director Nominees
Independent Directors
Ross
. Mr.
Kari was elected as oneLeach is retired. Mr. Leach has served on the Board of Directors of the
Company’sCompany since October 2020 and has served as Chairman of the Board since January 2023. He also serves as a member and Chairman of the Board of Directors of GS MMLC II and GS Credit. From 2008 until his retirement in July 2016, Mr. Leach served as chief investment officer of US Bank Wealth Management. Prior to joining US Bank, Mr. Leach held senior management positions with U.S. Trust Company and various investment advisers and asset managers, including Wells Fargo Private Investment Advisors, Wells Fargo Alternative Asset Management, ABN Amro Global Asset Management, ABN Amro Asset Management (USA) and Qualivest Capital Management. Mr. Leach currently serves as chairman of the board of directors
in August 2015.of MN8 Energy, Inc. (f/k/a Goldman Sachs Renewable Power LLC). Based on the foregoing, Mr.
KariLeach is
experienced with financial and investment matters, which we believe makes him well qualified to serve on the Board of Directors. . Mr. Evans is retired.
Mr. Evans has served on the Board of Directors of the Company since October 2020. He also serves on the Board of Directors of GS
PMMC. Previously,MMLC II and GS Credit. Mr.
Kari was Executive Vice President and Chief Financial OfficerEvans is currently chairman of
Federal Home Loan Mortgage Corporation (Freddie Mac)the Board of Directors of Highwoods Properties, Inc.,
a real estate investment trust, where he
serves as a member of the Compensation/Governance Committee and as a member of the Executive Committee. He previously served as chairman of the Compensation/Governance Committee of Highwoods Properties, Inc. Prior to his retirement in 2014, Mr. Evans worked for
four years.Wells Fargo Bank, most recently serving as executive vice president and group head of the eastern division of Wells Fargo commercial banking. From 2006 until Wachovia Corporation’s merger with Wells Fargo in 2009, Mr. Evans served as wholesale banking executive and an executive vice president for the Wachovia general banking group. Previously, he held senior management positions
at SAFECO Corporation, a personal insurance company, Federal Home Loanwith First Union National Bank and with Bank of
San Francisco,America and
Wells Fargoits predecessors, including NationsBank, North Carolina National Bank and Bankers Trust of South Carolina, which he joined in 1973. Mr. Evans is chairman emeritus of the board of the Spoleto Festival USA and was previously chairman of the board of the Medical University of South Carolina Foundation. Mr. Evans serves on the boards of four private companies, National Coatings and Supplies Inc., Warren Oil Company, LLC, American Welding &
Company, where he began his careerGas Inc. and
worked for 19 years.Johnson Management. He also previously served on the Board of Directors of Sykes Enterprises, Incorporated, an international provider of outsourced customer contact management services. Based on the foregoing, Mr.
KariEvans is experienced with financial and investment
matters.Annmatters, which we believe makes him well qualified to serve on the Board of Directors.
. Ms.
Lane was elected as oneMcGee is retired. Ms. McGee has served on the Board of Directors of the
Company’s directors in February 2016. Ms. Lane is retired.Company since June 2018. She also serves on the Board of Directors of GS
PMMC. She currently serves as TreasurerPMMC, GS PMMC II, PSLF, and
as a member of the Board of Directors of Women In Need, a not-for-profit organization, where she chairs the Finance Committee and also serves on the Executive Committee.GS Credit. Ms.
Lane was a Director of Dealertrack Technologies, Inc., an automotive software solutions and services company, from 2007 to 2015. Previously, she worked for five years at JPMorgan Chase & Co., a financial services company, as a Managing Director and Co-Head of Syndicated & Leveraged Finance and Head of Loan Syndications Capital Markets. Prior to joining JPMorgan Chase & Co., Ms. Lane held several senior management positions at Citigroup, Inc., a financial services company, where she worked for 18 years. Based on the foregoing, Ms. Lane is experienced with financial and investment matters.Continuing Directors not up for re-election at the Meeting
Independent Directors
Jaime Ardila.Mr. Ardila was elected as one of the Company’s directors in February 2016. Mr. Ardila is retired. HeMcGee also serves on the Board of Directors of GS PMMC. Mr. Ardila is a member of the Board of Directors of Accenture plc, a management consulting services company, where he servesfor ETTL Engineers and Consultants Inc., and HIVE Digital Technologies Ltd. Ms. McGee formerly served as a member of the Finance and Audit Committees, and asDirector for Nobul Corporation, a member of the Board of Directors of Ecopetrol, an integrated oildigital real estate company, where he serves as a member of the Business Committee and the Audit and Risk Committee. Previously, Mr. Ardilafrom 2019 to 2022. Ms. McGee worked for 2926 years at General Motors Company,U.S. Global Investors, Inc., an automobile manufacturer, where heinvestment management firm, until June 2018, during which time she held several senior management positions, most recentlyincluding President, General Counsel and Chief Compliance Officer. She has also been involved in the governance of the U.S. Global Investors Funds, serving as Executive Vice President of the company and President of General
9
Motors’ South America region. Mr. Ardila joined General Motors in 1984. From 1996 to 1998, Mr. Ardila served as the managing director, Colombian Operations, of N M Rothschild & Sons Ltd, before rejoining General Motors in 1998. Based on the foregoing, Mr. Ardila is experienced with financial and investment matters.
Ashok N. Bakhru. Mr. Bakhru was elected as one of the Company’s directors and as the Chairman of the Board in March 2013. Mr. Bakhru is retired. He also serves as director/trustee and as Chairman of the Board of GS PMMC, Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust. Previously, Mr. Bakhru served as Chairman of the Board of Trustees of Goldman Sachs Trust II, Goldman Sachs MLP Income Opportunities Fund, Goldman Sachs MLP and Energy Renaissance Fund, and Goldman Sachs ETF Trust. He also served as a Director of Apollo Investment Corporation, a BDC, from 2008 to 2013, and as President of ABN Associates, a management and financial consulting firm, and was the Chief Financial Officer, Chief Administrative Officer and Director of Coty Inc., a multinational cosmetics, fragrance and personal care company.until June 2018. In addition, Mr. Bakhru formerly held several senior management positions at Scott Paper Company, a major manufacturer of paper products, including Senior Vice President and Chief Financial Officer. Mr. Bakhru alsoMs. McGee serves on the Governing Council of the Independent Directors Council and the Board of Governors of the Investment Company Institute and as Chairperson of the Investment Company Institute Small Funds Committee. She is also a member of the Board of Directors of the Mutual Fund Directors Forum. He also serves on the Advisory Board of BoardIQ, an investment publication. In addition, Mr. Bakhru has served as Director of Equity-Linked Investments II and Private Equity Investors III and IV, which are private equity partnerships based in New York City. Mr. Bakhru was alsoSan Antonio Sports Foundation, a Director of Arkwright Mutual Insurance Company.
organization. Based on the foregoing,
Mr. BakhruMs. McGee is experienced with financial and investment
matters.Janet F. Clark. Ms. Clark was elected as one of the Company’s directors in May 2015. Ms. Clark is retired. She also servesmatters, which we believe makes her well qualified to serve on the Board of Directors.
12
Continuing Directors
of GS PMMC. not up forre-election
at the Meeting Ms.
Clark currently serves as a Director and Chair ofUniacke is the
Audit Committee, and member of the Compensation, and Nominating and Governance Committees at EOG Resources, Inc., an independent oil and gas company, and as a Director and member of the Audit Committee of Texas Instruments Incorporated, a semiconductor manufacturer. Ms. Clark was formerly a Director for Dell, Inc., a computer technology company, Exterran Holdings, Inc., an oil and gas equipment and services company, and Universal Compression Holdings, Inc., predecessor to Exterran Holdings, Inc. Previously, Ms. Clark served as Executive Vice President and Chief Financial Officer of Marathon Oil Corporation, an independent international energy company. Before joining Marathon Oil Corporation, Ms. Clark held several senior management positions with independent oil and gas exploration and production companies including Nuevo Energy Company and Santa Fe Energy Resources, among others, where she led different functional groups within each company, including finance, accounting, internal audit and investor relations. Ms. Clark also serves as a Directorsole interested director on the
nonprofit boards of Houston Symphony Orchestra, Houston Public Media Foundation, NPR Foundation, Teach for America, Inc. – Houston RegionBoard and
YES Prep Public Schools. Ms. Clark also serves on the Rice University—Jones Graduate School of Management Council of Overseers and is a member of the Federal Reserve Bank of Dallas’ Business and Community Advisory Council. Based on the foregoing, Ms. Clark is experienced with accounting, financial and investment matters.Interested Director
Kaysie Uniacke. Ms. Uniacke was elected as one of the Company’s directorshas served in such capacity since January 2014. Ms. Uniacke is the chair of the board of Goldman Sachs Asset Management International, serves on the boards of the Goldman Sachs Luxembourg and Dublin family of funds, GS PMMC, GS PMMC II, GS MMLC II, PSLF, and GS MMLCCredit, and is an advisory director to GS Group Inc. Previously, she was global chief operating officer of GSAM’s portfolio management business until 2012 and served on the Investment Management Division Client and Business Standards Committee. Prior to this, she was president of Goldman Sachs Trust, the GS mutual fund family, and was head of the Fiduciary Management business within Global Manager Strategies, responsible for business development and client service globally. Earlier in her career, Ms. Uniacke managed GSAM’s U.S. and Canadian Distribution groups. In that capacity, she was responsible for overseeing all North American institutional and third-party sales channels, marketing and client service functions, for which client assets exceeded $200 billion. Before that, Ms. Uniacke was head of GSAM’s Global Cash Services business, where she was responsible for overseeing the management
10
of assets exceeding $100 billion. Ms. Uniacke worked at Goldman Sachs from 1983 to 2012, where she was named managing director in 1997 and partner in 2002. Ms. Uniacke serves on the board of Person-to-Person, a non-profit organization that supports the working poor in lower Fairfield County, CT. Based on the foregoing, Ms. Uniacke is experienced with financial and investment matters.
matters, which we believe makes her well qualified to serve on the Board of Directors.
Mr. Ardila is retired. Mr. Ardila has served on the Board of Directors of the Company since February 2016, including as Chairman of the Board until January 2023. He also serves as a member of the Board of Directors of GS Credit and serves as Chairman of the Board of Directors of GS PMMC, GS PMMC II, and PSLF. Mr. Ardila is a member of the Board of Directors of Accenture plc, a management consulting services company, where he serves as Chair of the Finance Committee and a member of the Audit Committee, and a member of the Board of Directors of Nexa Resources S.A., a mining company. He is also a member of the Board of Directors of Grupo de Energia de Bogotá, a company involved in the generation, distribution and transmission of electricity and the distribution of natural gas. Previously, he was a member of the Board of Directors of Ola Electric Mobility, an electric vehicle manufacturer, and was also a member of the Board of Directors of Ecopetrol, an integrated oil company, where he served as Chair of the Audit Committee and a member of the Business Committee and the Corporate Governance and Sustainability Committee, from 2016 to 2019. Mr. Ardila also worked for 29 years at General Motors Company, an automobile manufacturer, where he held several senior management positions, most recently as Executive Vice President of the company and President of General Motors’ South America region. Mr. Ardila joined General Motors in 1984. From 1996 to 1998, Mr. Ardila served as the managing director, Colombian Operations, of N M Rothschild & Sons Ltd, before rejoining General Motors in 1998. Based on the foregoing, Mr. Ardila is experienced with financial and investment matters, which we believe makes him well qualified to serve on the Board of Directors. . Mr. Mark is retired. Mr. Mark has served on the Board of Directors of the Company since October 2020. Mr. Mark has been designated as the Board’s “audit committee financial expert” given his extensive accounting and finance experience. He also serves on the Board of Directors and as the chair of the audit committee of GS MMLC II and GS Credit. Prior to his retirement in 2015, Mr. Mark was a partner at Deloitte & Touche LLP, most recently leading the corporate development function of the advisory business of Deloitte. Mr. Mark began his career at Arthur Andersen & Co. and held various positions with Arthur Andersen, including audit partner, before joining Deloitte in 2002. Since November 2020, Mr. Mark has served on the Board of Directors of Viatris Inc. (“Viatris”), a global pharmaceuticals company. Prior to the closing of the transaction that combined Mylan N.V. and Pfizer Inc.’soff-patent
branded and generic established medicines business which resulted in the formation of Viatris, Mr. Mark served on the Board of Directors of Mylan N.V. from June 2019 until November 2020. Mr. Mark also served from July 2015 until August 2016 as chairman of the board of directors and as a member of the audit committee of Katy Industries, Inc., a manufacturer, importer and distributor of commercial cleaning and consumer storage products. Since December 2021, Mr. Mark has 13
served on the Board of Directors of the Home Centered Care Institute, a nonprofit organization focused on scaling home-based primary care. From May 2016 to December 2021, Mr. Mark served as a Director of Almost Home Kids, an affiliate of Lurie Children’s Hospital of Chicago, which provides care to children with complicated health needs. Mr. Mark is a certified public accountant. Based on the foregoing, Mr. Mark is experienced with accounting, financial and investment matters, which we believe makes him well qualified to serve on the Board of Directors.
Mr. Kari is retired. Mr. Kari has served on the Board of Directors of the Company since August 2015. He also serves on the Board of Directors of GS PMMC, GS PMMC II, PSLF, and GS Credit. Previously, Mr. Kari was Executive Vice President and Chief Financial Officer of Federal Home Loan Mortgage Corporation (Freddie Mac), where he worked for four years. Previously, he held senior management positions at SAFECO Corporation, a personal insurance company, Federal Home Loan Bank of San Francisco, and Wells Fargo & Company, where he began his career and worked for 19 years. Mr. Kari also served as a Director and a member of the Audit Committee and ALCO Chairman of Summit Bank. Based on the foregoing, Mr. Kari is experienced with financial and investment matters, which we believe makes him well qualified to serve on the Board of Directors. Compensation of Directors
From January 1,
20162023 to
MarchDecember 31,
2016,2023, each Independent Director was compensated with
an $110,000a $125,000 annual fee for his or her services as
a director.
The Independent Directors also earned $2,500 plus reasonable out-of-pocket expenses for each Board meeting attended in person ($1,250 if attending telephonically) and $1,000 plus reasonable out-of-pocket expenses for each committee meeting attended in person ($500 if attending telephonically). In addition, the Chairman of the Board earned an
additional annual fee of
$40,000$36,000 and the director designated as the “audit committee financial
expert,” asexpert” (as defined in Item 407 of Regulation
S-K, S-K)
earned
an annual fee of $10,000 for their additional services in these capacities.Effective April 1, 2016, the annual fee that each of the Independent Director receives as compensation for his or her services as a director increased from $110,000 to $130,000. The Chairman of the Board continues to earn an additional annual fee of $40,000 and the director designated as the “audit committee financial expert,” as defined in Item 407 of Regulation S-K, continues to earn an additional annual fee of $10,000$15,000 for theirhis or her additional services in thesesuch capacities. The Independent Directors no longer receive additional compensation for each meeting attended, but continue to beare reimbursed for travel and other reasonable expenses incurred in connection with attending boardBoard and committee meetings. The Company may also pay the incidental costs of a director to attend training or other types of conferences relating to the BDCbusiness development company (“BDC”) industry. In addition, the Company purchases directors’ and officers’ liability insurance on behalf of the directors.
It is the responsibility of the Independent Directors to review their own compensation and recommend to all of the directors the appropriate level of compensation. This level of compensation may be adjusted from time to time. In conducting their review, the Independent Directors use such information as they deem relevant, including compensation paid to directors of other
business development companiesBDCs of similar size and the time and effort required of the directors in fulfilling their responsibilities to the Company.
The following table shows information regarding the compensation earned by the Independent Directors for the fiscal year ended December 31,
2016.2023. No compensation is paid by the Company to any Interested Director or executive officer of the Company.
| | | | | | | | |
| | | Total Compensation
From the Company (1)(2) | | | Total Compensation
From Goldman Sachs
Fund Complex (1) | |
Interested Director | | | | | | | | |
Kaysie Uniacke (3) | | | — | | | | — | |
| | |
Independent Directors | | | | | | | | |
Jaime Ardila (4) | | $ | 131,750 | | | $ | 151,750 | |
Ashok N. Bakhru (5) | | $ | 175,500 | | | $ | 925,500 | |
Janet Clark | | $ | 134,250 | | | $ | 154,250 | |
Ross Kari | | $ | 134,250 | | | $ | 154,250 | |
Ann B. Lane (6) | | $ | 131,750 | | | $ | 151,750 | |
| | |
Former Independent Directors | | | | | | | | |
John P. Coblentz, Jr. (7) (8) | | $ | 145,500 | | | $ | 395,500 | |
Richard P. Strubel (9) | | $ | 135,500 | | | $ | 355,500 | |
| | | | | | | | |
| | | Total Compensation From the Company (1)(2) | | | Total Compensation From the Goldman Sachs Fund Complex (1) | |
| | | | | | | | |
| | | — | | | | — | |
| | | | | | | | |
| Jaime Ardila | | $ | 125,000 | | | $ | 436,610 | |
| Carlos E. Evans | | $ | 125,000 | | | $ | 333,288 | |
| Ross Kari | | $ | 125,000 | | | $ | 392,288 | |
| | $ | 161,000 | | | $ | 406,788 | |
| | $ | 140,000 | | | $ | 375,781 | |
| Susan B. McGee | | $ | 125,000 | | | $ | 368,288 | |
| (1) | Reflects compensation earned during the year ended December 31, 2016.2023. For the Independent Directors, the Goldman Sachs Fund Complex includes the Company, GS PMMC, GS PMMC II, GS MMLC II, PSLF, and GS Credit. |
11
14
| (2) | The Company did not award any portion of the fees earned by its directors in stock or options during the year ended December 31, 2016.2023. The Company does not have a profit-sharing plan, and directors do not receive any pension or retirement benefits from us. |
| (3) | Ms. Uniacke is an Interested Director and, as such, receives no compensation from the Company or the Goldman Sachs Fund Complex for her service as director or trustee. |
| (4) | Mr. Ardila was appointed to the Board in February 2016. |
(5) | Includes compensation as Chairman of the Board. |
(6) | Ms. Lane was appointed to the Board in February 2016. |
(7)(5) | Includes compensation as “audit committee financial expert.” |
(8) | Pursuant to the Company’s corporate governance guidelines, Mr. Coblentz retired from the Board as of December 31, 2016. |
(9) | Pursuant to the Company’s corporate governance guidelines, Mr. Strubel retired from the Board as of December 31, 2016. |
Board Composition and Leadership Structure
The Company’s business and affairs are managed under the direction of the Board. The Board consists of
sixseven members,
fivesix of whom are Independent Directors. The Board elects the Company’s officers, who serve at the discretion of the Board. The responsibilities of the Board include
quarterlyoversight of valuation of the Company’s assets, corporate governance activities, oversight of the Company’s financing arrangements and oversight of its investment activities.
The Board’s role in the 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 GSAM as part of its
management of the Company’s investment activities. The Board reviews risk management processes at both regular and special Board meetings throughout the year, consulting with appropriate representatives of GSAM 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 the Company’s investment activities are accurately identified, thoroughly investigated and responsibly addressed. Stockholders should note, however, that the Board’s oversight function cannot eliminate all risks or ensure that particular events do not adversely affect the value of the Company’s investments.
The Board also oversees the quarterly valuation of the Company’s assets.
The Board has established an Audit Committee, Governance and Nominating Committee, Compensation Committee, Compliance Committee and Contract Review Committee. The scope of each committee’s responsibilities is discussed in greater detail below.
Ashok N. Bakhru,
Timothy J. Leach, an Independent Director, serves as Chairman of the Board. The Board believes that it is in the best interests of the Stockholders for Mr.
BakhruLeach to lead the Board because of his familiarity with the Company’s portfolio companies, his broad
corporate background and experience with
the day-to-day managementfinancial and
operation of other investment
fundsmatters and his significant
background in the financial services industry,senior management experience, as described above. Mr.
Bakhru willLeach generally
actacts as a liaison between management, officers and attorneys between meetings of the Board and
presidepresides over all executive sessions of the Independent Directors without management. The Board believes that its leadership structure is appropriate 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 size creates an efficient corporate governance structure that provides opportunity for direct communication and interaction between management and the Board.
The Board had
10six formal meetings in
2016.2023. Each
nominee and continuing director
that was a member of the Board during the fiscal year ended December 31, 2016 attended at least 75% of the
aggregate number of meetings of the Board and of the respective committees on which he or she
served.served during the fiscal year ended December 31, 2023. To promote effectiveness of the Board,
under normal circumstances directors are strongly encouraged to attend regularly scheduled Board meetings in person.
12
One
None of the Company’s directors attended the
20162023 Annual Meeting of Stockholders.
15
The
current members of the Audit Committee are Mr. Ardila, Mr.
Bakhru, Ms. Clark,Evans, Mr. Kari,
Mr. Leach, Mr. Mark and Ms.
Lane,McGee, each of whom is an Independent Director.
Each of Mr. Ardila
and Ms. Clark simultaneously serves on the audit committees of more than three public companies, and the Board has determined that
theirhis simultaneous service on the audit committees of other public companies does not impair
theirhis ability to effectively serve on the Audit Committee. Mr.
KariMark serves as Chairman of the Audit Committee. The Board and the Audit Committee have determined that Mr.
KariMark is an “audit committee financial expert,” as defined in Item 407 of
The Audit Committee is responsible for overseeing matters relating to the appointment and activities of the Company’s auditors, audit plans and procedures, various accounting and financial reporting issues and changes in accounting policies, and reviewing the results and scope of the audit and other services provided by the independent public accountants. The Audit Committee is also responsible for aiding the Board in fair value pricing debt and equity securities that are not publicly traded or for which current market values are not readily available. The Audit Committee’s charter is available on the Company’s website (
https://www.goldmansachsbdc.com
The Audit Committee held
sevenfive formal meetings in
2016.2023.
Governance and Nominating Committee
The
current members of the Governance and Nominating Committee are Mr. Ardila, Mr.
Bakhru, Ms. Clark,Evans, Mr. Kari,
Mr. Leach, Mr. Mark and Ms.
Lane,McGee, each of whom is an Independent Director. Mr.
BakhruLeach serves as the Chairman of the Governance and Nominating Committee. The Governance and Nominating Committee is responsible for identifying, researching and nominating Independent Directors for election by the Stockholders, selecting nominees to fill vacancies on the Board or a committee of the Board,
determining, or recommending to the Board for determination, the compensation of the Interested Director, developing and recommending to the Board a set of corporate governance principles and overseeing the evaluation of the Board and management.
All candidates nominated for an Independent Director position must meet applicable independence requirements and have the capacity to address financial and legal issues and exercise reasonable business judgment. The Governance and Nominating Committee considers a variety of criteria in evaluating candidates (including candidates nominated by a Stockholder), including (1) experience in business, financial or investment matters or in other fields of endeavor; (2) financial literacy and/or whether he or she is an “audit committee financial expert,” as defined in Item 407 of Regulation
S-K;
(3) reputation; (4) ability to attend scheduled Board and committee meetings; (5) general availability to attend to Board business on short notice; (6) actual or potential business, family or other conflicts bearing on either the candidate’s independence or the business of the Company; (7) length of potential service; (8) commitment to the representation of the interests of the Company and the Stockholders; (9) commitment to maintaining and improving his or her skills and education; (10) experience in corporate governance and best business practices; and (11) the diversity that he or she would bring to the Board’s composition.
The Governance and Nominating Committee considers nominees properly recommended by a Stockholder. The Company’s bylaws provide that for any nomination to be properly brought by a Stockholder for a meeting, such Stockholder must comply with advance notice requirements and provide the Company with certain information. Generally, to be timely, a Stockholder’s notice must be received at the Company’s principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of Stockholders. The Company’s bylaws further provide that nominations of persons for election to the Board at a special meeting may be made only by or at the direction of the Board
13
and, provided that the Board has determined that directors will be elected at the meeting, by a Stockholder who is entitled to vote at the meeting and who has complied with the advance notice provisions of the bylaws. The Governance and Nominating Committee’s charter is available on the Company’s website (https://www.goldmansachsbdc.com
16
The Governance and Nominating Committee held
fourthree formal meetings in
2016.2023.
The
current members of the Compensation Committee are Mr. Ardila, Mr.
Bakhru, Ms. Clark,Evans, Mr. Kari,
Mr. Leach, Mr. Mark and Ms.
Lane,McGee, each of whom is an Independent Director. The Compensation Committee is responsible for determining, or recommending to the Board for determination, the compensation, if any, of the Company’s chief executive officer and all other executive officers. The Compensation Committee also assists the Board with matters related to compensation
generally.generally, except with respect to compensation of the directors. As discussed in “Compensation of Directors,” above, it is the responsibility of the Independent Directors to review their own compensation and recommend to all of the directors the appropriate level of compensation. As none of the Company’s executive officers currently is compensated by the Company, the Compensation Committee does not produce and/or review a report on executive compensation practices. The Compensation Committee’s charter is available on the Company’s website (
https://www.goldmansachsbdc.com
The Compensation Committee did not hold any formal meetings in
2016.2023.
Compensation Committee Interlocks and Insider Participation
No current member of the Compensation Committee is or has been at any time one of the Company’s officers or employees. None of the Company’s executive officers currently serves, or has served during the last completed fiscal year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the Company’s Board of Directors or Compensation Committee.
The
current members of the Compliance Committee are Mr. Ardila, Mr.
Bakhru, Ms. Clark,Evans, Mr. Kari,
Mr. Leach, Mr. Mark and Ms.
Lane,McGee, each of whom is an Independent Director. Mr.
BakhruLeach serves as Chairman of the Compliance Committee. The Compliance Committee is responsible for overseeing the Company’s compliance processes, and insofar as they relate to services provided to us, the compliance processes of the investment adviser, underwriters (if any), administrator and transfer agent, except that compliance processes relating to the accounting and financial reporting processes and certain related matters are overseen by the Audit Committee. In addition, the Compliance Committee provides assistance to the full Board with respect to compliance matters. The Compliance Committee’s charter is available on the Company’s website (
https://www.goldmansachsbdc.com
The Compliance Committee held
threefour formal meetings in
2016.2023.
Contract Review Committee
The
current members of the Contract Review Committee are Mr. Ardila, Mr.
Bakhru, Ms. Clark,Evans, Mr. Kari,
Mr. Leach, Mr. Mark and Ms.
Lane,McGee, each of whom is an Independent Director. Mr.
BakhruLeach serves as Chairman of the Contract Review Committee. The Contract Review Committee is responsible for overseeing the processes of the Board for reviewing and monitoring performance under
ourthe Company’s investment management, placement agent (if any), principal underwriting (if any)
, transfer agency and certain other agreements with
our investment adviserGSAM and its affiliates. The Contract Review Committee also provides appropriate assistance to the Board in connection with the Board’s approval, oversight and review of
ourthe Company’s other service providers, including
ourthe Company’s custodian/accounting agent,
sub-transfer agents, professional (legal and accounting)transfer agent, printing firms, and
printing firms.professional firms (other than the Company’s independent auditor, which is the responsibility of the Audit Committee). The Contract Review Committee’s charter is available on the Company’s website (
https://www.goldmansachsbdc.com
The Contract Review Committee had one formal meeting in
2016.14
2023.
17
Information about Executive Officers who are not Directors
Set forth below is certain information about the Company’s executive officers who are not directors:
| | | | |
| | | | Positions
Position(s) with the Company |
Brendan McGovern
Alex Chi | | 4651 | | Chief Co-Chief Executive Officer and PresidentCo-President |
Jon Yoder
David Miller | | 4354 | | Co-Chief Executive Officer andCo-President |
| Tucker Greene | | 48 | | Chief Operating Officer |
Jonathan Lamm
Stanley Matuszewski | | 4238 | | Chief Financial Officer and Treasurer |
Maya TeufelJohn Lanza | | 4453 | | Principal Accounting Officer |
| Julien Yoo | | 52 | | Chief Compliance Officer |
Salvatore Lentini
Caroline Kraus | | 4446 | | Executive Chief Legal Officer and Secretary |
| Justin Betzen | | 43 | | Vice President |
David Yu
Greg Watts | | 3547 | | Executive Vice President and Head of Research |
Scott Turco
Jennifer Yang | | 3940 | | Executive Vice President |
The address for each executive officer is c/o Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York 10282. Each officer holds office at the pleasure of the Board until the next election of officers
orand until his or her successor is duly elected and qualifies.
Brendan McGovern.
Mr.
McGovern was appointed asChi is the
Company’s chief co-chief
executive officer and
presidentco-president
of the Company and has served in
March 2013.such capacity since August 2022. Mr.
McGovern heads GSAM’sChi is also theco-chief
executive officer andco-president
of GS PMMC, GS PMMC II, GS MMLC II, PSLF, and GS Credit. Mr. Chi isco-head
of Goldman Sachs Asset Management Private Credit
in the Americas. Before assuming his current role, Mr. Chi spent 25 years in Goldman Sachs’ Investment Banking Division. Mr. Chi worked in the Financial and Strategic Investors Group
from 2006 to 2019, managing Goldman Sachs’ relationships with private equity and related portfolio company clients. Prior to that, Mr. Chi worked in Leveraged Finance, where he spent six years structuring and executing leveraged loan and high yield debt financings for corporate and private equity clients across industries. He also spent three years in Asia focused on mergers and acquisitions and corporate finance transactions. Mr. Chi was named managing director in 2006 and partner in 2012.Mr. Miller is theco-chief
executive officer andco-president
of the Company and has served in such capacity since August 2022. Mr. Miller is also theco-chief
executive officer andco-president
of GS PMMC, GS PMMC II, GS MMLC II, PSLF, and GS Credit. Mr. Miller isco-head
of Goldman Sachs Asset Management Private Credit in the Americas. He has spent his nearly30-year
career as an investor in middle market companies and has originated billions of dollars in commitments across all industries to companies in various stages of the lifecycle. In 2004, heco-founded
Goldman Sachs’ middle market origination effort investing primarily firm capital and has led that business since 2013. Prior to joining Goldman Sachs in 2004, Mr. Miller was senior vice president of originations for GE Capital, where he was responsible for structuring and originating loans in the media and telecommunications sectors. Previously, Mr. Miller was a director at SunTrust Bank, responsible for originating and managing a portfolio of middle market loans. Mr. Miller was named managing director in 2012 and partner in 2014. Mr. Greene is the chief
executiveoperating officer
and president of GS PMMC and GS MMLC and also serves as co-head and senior portfolio manager of the
GSAM Credit Alternatives portfolio management team. HeCompany and has served in such capacity since June 2023. Mr. Greene is also
the Chair and a voting member of the Private Credit Group’s Investment Committee, which is responsible for evaluating and approving all of the Company’s investments. Mr. McGovern joined the firm in 2006. Prior to joining the firm, Mr. McGovern served as a managing director in the Global Investment Group at Amaranth Advisors, where he co-headed the fund’s private placement efforts for both debt and equity linked products in the United States. He is also on the board of directors for the Oxalosis and Hyperoxaluria Foundation.Jon Yoder. Mr. Yoder was appointed as the Company’s chief operating officer in March 2013. Mr. Yoder is the chief operating officer of GS PMMC, GS PMMC II, GS MMLC II, PSLF and GS Credit. Mr. Green previously served as a vice president of the Company from August 2022 to June 2023, and also previously served as a vice president of GS PMMC, GS PMMC II, GS MMLC II, PSLF and GS Credit. In addition, he is a member of GSAM’smanaging director in Goldman Sachs Asset Management Private Credit Group with a focus on sourcing, structuring and executing privately negotiated debt financings.Credit. He is also a voting member ofsenior portfolio manager focused on fund management. Prior to his current role, Mr. Greene was a senior originator and underwriter in Goldman Sachs Asset Management Private Credit. Mr. Greene joined Goldman Sachs in 2004 in the Private Credit Group’s Investment Committee, which is responsible for evaluating and approving all of the Company’s investments. Mr. Yoder joined theSpecialty Lending Group, primarily investing firm capital in 2005.directly originated middle market loans. Prior to joining Goldman Sachs, Mr. Greene worked at GE Capital, focusing on underwriting loans in the firm, hemedia and telecommunications sector. Mr. Greene was a member ofnamed managing director in 2021.
18
Mr. Matuszewski is the
mergers and acquisitions and private equity groups at Paul, Weiss, Rifkind, Wharton & Garrison, LLP.Jonathan Lamm. Mr. Lamm was appointed as the Company’s chief financial officer and treasurer of the Company and has served in March 2013.such capacity since November 2023. Mr. LammMatuszewski is also the chief financial officer and treasurer of GS PMMC, GS PMMC II, GS MMLC II, PSLF and GS MMLC and chief operating officerCredit. He is a Vice President within the Controllers Division of GSAM. He currently man
ag
es the
GSAM Credit Alternatives portfolio managementBusiness Development Companies Asset Management Product Controllers team,
responsible for the operations of the business, including business financials, infrastructure support, and IT project management, as well as the continuous improvement of the control environment. Mr. Lamm is secretary and a non-voting member of the Private Credit Group’s Investment Committee, which is responsible for
evaluating and approving all of the Company’s investments. He joined the firm in 2002.valuation oversight. Prior to joining
the firm, Mr. LammGoldman Sachs & Co. LLC in 2013, he worked
at Morgan Stanley in the
securities audit practice at Deloitte & Touche LLP.Maya Teufel. Ms. Teufel was appointedValuation Review Group.
Mr. Lanza is the principal accounting officer of the Company and has served in such capacity since November 2023. Mr. Lanza is also the principal accounting officer of GS PMMC, GS PMMC II, GS MMLC II, PSLF and GS Credit. Mr. Lanza has held several positions with GSAM. Mr. Lanza currently manages the Business Development Companies and Direct Hedge Funds Asset Management Fund Controllers teams, which are responsible for accounting and financial reporting oversight. He previously served as the
Company’shead of Operational Risk and Governance in the Consumer and Wealth Management Division. Prior to that, Mr. Lanza was the global head of Regulatory Reform and Control Oversight and before that he managed the Goldman Sachs Asset Management Alternative Investments Global Fund Services Group. Ms. Kraus is the chief
compliancelegal officer
and secretary of the Company and has served in
December 2016.such capacity since August 2022. Ms.
TeufelKraus is also
a Managing Director and Senior Counsel at GSAM and the chief legal officer and secretary of GS PMMC, GS PMMC II, GS MMLC II, PSLF and GS Credit, as well as various other Goldman Sachs funds. Ms. Kraus joined Goldman Sachs in 2006. Prior to joining Goldman Sachs, she was an associate at Weil, Gotshal & Manges, LLP. . Ms. Yoo is the chief compliance officer of
GS PMMC, GS MMLCthe Company and
Goldman Sachs Trust II. Prior to joininghas served in such capacity since June 2019. Ms. Yoo is also the Managing Director of GSAM
in September 2016, she was, from November 2013 to August 2016,Compliance, Head of the
General CounselU.S. Regulatory Compliance team with GSAM Compliance, and Chief Compliance Officer of
Emerging Global Advisors, LLC (currently part of Ameriprise Financial). While at Emerging Global Advisors,GS PMMC, GS PMMC II, GS MMLC II, PSLF, and GS Credit. Ms.
Teufel also held the position of fund chief compliance officer from October 2015 to August 2016.Yoo joined Goldman Sachs in 2013. Prior to joining
Emerging Global Advisors, sheGoldman Sachs, Ms. Yoo was
from July 2005 to November 2013,a Vice President
Corporate Counsel at Prudential Insurance Companyin the legal department of
America, a subsidiary of Prudential Financial Inc., an insurance and financial services company.Morgan Stanley Investment Management. Prior to
Prudential, Ms. Teufeljoining Morgan Stanley, she was an associate
in the mergers and acquisitions groups of Sullivanat Shearman &
CromwellSterling, LLP and
Gibson, Dunn & Crutcherat Swidler Berlin Shereff Friedman, LLP.
15
Salvatore Lentini.
Justin Betzen.
Mr.
Lentini was appointed as an executiveBetzen is a vice president of the Company
and has served in
March 2013.such capacity since August 2022. Mr.
LentiniBetzen is
executivealso a vice president of GS PMMC,
GS PMMC II, GS MMLC II, PSLF, and GS
MMLC and co-head and senior portfolio manager of the GSAM Credit Alternatives portfolio management team and also serves as its head of liquid credit and trading. Mr. LentiniCredit. He is also a
voting member ofmanaging director and senior underwriter in Goldman Sachs Asset Management Private Credit
Group’s Investment Committee, which is responsible for evaluatingAmericas. Mr. Betzen initially joined Goldman Sachs in 2006 as an associate and
approving all of the Company’s investments. Mr. Lentini joinedrejoined the firm
as a vice president in
2006.2013. He was named managing director in 2019. Prior to
joiningrejoining the firm, Mr.
LentiniBetzen worked at Newstone Capital Partners and was
a managing directorfocused on second lien, mezzanine and minority equity investing. Prior to initially joining Goldman Sachs, he worked at JPMorgan Chase in the
Global InvestmentsTechnology Corporate Banking Group
at Amaranth Advisors, where heand was
responsible for trading all credit products within the United States. Before joining Amaranth, he was responsible for trading high yieldfocused on software, services and
crossover debt at the Royal Bank of Scotland (RBS). Earlier, Mr. Lentini traded high yield fixed income for PaineWebber.Scott Turcopayments companies.
. Mr.
Turco was appointed as an executiveWatts is a vice president of the Company
and has served in
February 2015.such capacity since August 2022. Mr.
TurcoWatts is
executivealso a vice president of GS PMMC,
GS PMMC II, GS MMLC II, PSLF, and GS
MMLCCredit. He also serves as head of underwriting and
portfolio management for Goldman Sachs Asset Management Private Credit in the Americas. He has spent greater than 20 years as a credit investor in middle market companies and has overseen billions of dollars of investments from origination to exit as well as a significant amount of experience in workouts and restructurings. Mr. Watts is a member of the
GSAM Private Credit Group with a focus on sourcing, structuringBDC Investment Committee and
executing privately negotiated debt financings. He is also a voting member of the Private Credit
Group’s Investment
Committee,Subcommittee, which
is responsible for evaluatingfocuses on middle market lending primarily via the Goldman Sachs balance sheet. Mr. Watts joined Goldman Sachs in 2007 and
approving all of the Company’s investments. Mr. Turco joined the firmwas named managing director in
2013.2015 and partner in 2022. Prior to joining
the firm,Goldman Sachs, Mr.
Turco wasWatts spent five years with GE Capital’s Technology, Media and Telecom Finance Group as a
Directorsenior vice president and risk team leader in underwriting and portfolio management. Before working at
THL Credit, Inc., where he focused on sourcing and underwriting investments across the capital structure of middle-market public and private companies. Before THL Credit,GE Capital, Mr.
TurcoWatts was an associate at
Gabelli & Company, Inc., where he was responsible for originating, researching and advising hedge fund, mutual fund and private equity clients on equity and preferred equity investments in public and private companies.David Yu. Mr. Yu was appointedInvestcorp International after
19
beginning his career as an executiveinvestment banking analyst in Salomon Smith Barney’s Mergers and Acquisitions Group.
. Ms. Yang is a vice president of the Company
and has served in
March 2013. Mr. Yusuch capacity since August 2022. Ms. Yang is
executivealso a vice president of GS PMMC, GS PMMC II, GS MMLC II, PSLF, and GS Credit. She is also a managing director in Credit Alternatives within GSAM, with oversight of Healthcare. She is responsible for leading and managing the healthcare investment strategy and portfolio. Ms. Yang joined Goldman Sachs in 2018 as a vice president and
Head of Research of GS PMMC and GS MMLC and a member of the GSAM Private Credit Group with a focus on sourcing, structuring and executing privately negotiated debt financings and serves as its Head of Research. Mr. Yu is a voting member of the Private Credit Group’s Investment Committee, which is responsible for evaluating and approving all of the Company’s investments. Mr. Yu joined the firmwas named managing director in
2006.2021. Prior to joining
the firm, Mr. YuGoldman Sachs, Ms. Yang was an
associateexecutive director at Varagon Capital Partners, where she was responsible for structuring, executing and managing credit investments in the
Global Investments Grouphealthcare sector. Previously, she was a vice president at
Amaranth Advisors, where he similarly worked with public and private issuers to structure and execute debt and equity financings. Prior to joining Amaranth, he worked in the Leveraged Finance and Sponsor Coverage Group at CIBC World Markets.Fifth Street Asset Management, focused on healthcare deal execution.
Certain Relationships and Related Party Transactions
Investment Management Agreement
The Company is party to an investment management agreement, pursuant to which the Company pays GSAM, a wholly owned subsidiary of
GS Group Inc., a fee for investment management services consisting of a management fee based on the Company’s gross assets (excluding cash
orand cash equivalents but including assets purchased with borrowed amounts) and an incentive fee based on the performance of the Company’s investments. Certain of the Company’s officers are also officers and employees of GSAM.
The management fee is calculated at an annual rate of 1.00% (0.25% per quarter) of the average value of the Company’s gross assets at the end of each of the two most recently completed calendar quarters, and the incentive fee is calculated based on (a) the amount by which our ordinary income exceeds certain “hurdle rates,” and (b) our capital gains.
For the year ended December 31,
2016,2023, the Company paid GSAM a total of
$26.15$70.22 million in fees (excluding fees that are accrued but not paid) pursuant to the investment management agreement, which consisted of
$16.84$35.83 million in management fees and
$9.31$34.39 million in incentive fees.
The Company is party to a license agreement with an affiliate of Goldman Sachs pursuant to which the Company has been granted a
non-exclusive,
royalty-free license to use the “Goldman Sachs” name. Under this agreement, the Company does not have a right to use the Goldman Sachs name if GSAM or another affiliate of Goldman Sachs is not the Company’s investment adviser or if the Company’s continued use of such license results in a violation of applicable law, results in a regulatory burden or has adverse regulatory consequences. Other than with respect to this limited license, the Company has no legal right to the “Goldman Sachs” name.
16
Co-Investment
Opportunities
The Company has in the past co-invested, and in the future may co-invest, on a concurrent basis with other funds managed by GSAM and its affiliates, but not if such co-investment is impermissible under existing regulatory guidance, applicable regulations or GSAM’s allocation procedures. Certain types of negotiated co-investments may be made only if
In certain circumstances, the Company
receivescan make negotiatedco-investments
pursuant to an
exemptive order from the SEC permitting
the Companyit to do so. On
January 4, 2017,November 16, 2022, the SEC granted
to GSAM, the BDCs advised by GSAM, and certain other affiliated applicants exemptive relief on which the Company
GS PMMC and GS MMLC, as well asexpects to rely toco-invest
alongside certain other
Accounts (as defined below), which may include proprietary accounts of Goldman Sachs, in a manner consistent with the Company’s investment objectives and strategies, certain Board-established criteria, the conditions of such exemptive relief and other pertinent factors (the “Relief”). Additionally, if GSAM forms other funds
managed by GSAM in the future, the
exemptive relief to make negotiated co-investments,Company mayco-invest
alongside such other affiliates, subject to
certain termscompliance with the Relief, applicable regulations and
conditionsregulatory guidance, as well as applicable allocation procedures. As a result of the Relief, there could be significant overlap in the
Company’s investment portfolio and the investment portfolios of other client accounts managed by GSAM (collectively with the Company, the “Accounts”). 20
In addition, the Company has filed an application to amend the Relief to permit the Company to participate infollow-on
investments in the Company’s existing portfolio companies with certain affiliates of the Company covered by the Relief if such affiliates, that are not BDCs or registered investment companies, did not have an investment in such existing portfolio company. There can be no assurance if and when the Company will receive the amended exemptive
relief.order.
Related Party Transaction Review Policy
The Audit Committee
conducts quarterly reviews ofwill review any potential related party transactions brought to its attention, and, during these reviews,
it also considerswill consider any conflicts of interest brought to its attention pursuant to the Company’s Code of Ethics. Each of the Company’s directors and executive officers is instructed and periodically reminded to inform GSAM Compliance of any potential related party transactions. In addition, each such director and executive officer completes a questionnaire on an annual basis designed to elicit information about any potential related party transactions.
17
21
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
At a meeting
of the Board held on
December 7, 2016,February 27, 2024 the Audit Committee selected and recommended, and
at a meeting held on February 27, 2024, the Board, including a majority of the Independent Directors approved, the selection of PricewaterhouseCoopers
LLP to act as the independent registered public accounting firm for the Company for the fiscal year ending December 31,
2017.2024. This selection is presented for ratification by the Stockholders. If the Stockholders fail to ratify the selection of PricewaterhouseCoopers
LLP to serve as the independent registered public accounting firm for the year ending December 31,
2017,2024, the Audit Committee and the Board will reconsider the continued retention of
PricewaterhouseCoopers.PricewaterhouseCoopers LLP.
Representatives of PricewaterhouseCoopers
LLP are expected to be
present atavailable telephonically during the Meeting and will be available to respond to appropriate questions from Stockholders if necessary. Representatives of PricewaterhouseCoopers
LLP will be given the opportunity to make statements at the Meeting, if they so desire.
The aggregate audit fees billed by PricewaterhouseCoopers
LLP for the years ended December 31,
20162023 and
December 31, 20152022 were
$570,000$996,300 and
$480,000,$981,300, respectively.
Fees included in the audit fees category are those associated with the annual audits of financial statements, review of the financial statements included in the Company’s
Quarterly Reports onForm 10-Qs10-Q and
services that are normally provided in connection with statutory and regulatory filings.
The aggregate audit-related fees
were billed by PricewaterhouseCoopers
LLP for the years ended December 31,
20162023 and
December 31, 2015.2022 were $205,000 and $180,000, respectively.
Audit-related fees are for any services rendered to the Company that are reasonably related to the performance of the audits or reviews of the Company’s
consolidated financial statements (but not reported as audit fees above). These services include attestation services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.
The aggregate audit-related fees billed by PricewaterhouseCoopers
LLP to GSAM, and any entity controlling, controlled by, or under common control with, GSAM, that provides ongoing services to the Company, for engagements directly related to the Company’s operations and financial reporting, for the years ended December 31,
20162023 and
December 31, 20152022 were
$1,157,616$1,304,641 and
$1,157,616,$1,259,539, respectively. These amounts represent fees PricewaterhouseCoopers
LLP billed to GSAM for services related to the SSAE
1618 report.
The aggregate fees billed by PricewaterhouseCoopers
LLP for services rendered to the Company for tax compliance, tax advice and tax planning for the years ended December 31,
20162023 and
December 31, 20152022 were
$12,500$0 and
$39,000,$0, respectively.
Fees included in the tax fees category comprise all services performed by professional staff in the independent registered public accountant’s tax division except those services related to the audits. This category comprises fees for tax compliance services provided in connection with the preparation and review of the Company’s tax returns.
18
22
No tax fees were billed by the Company’s independent registered public accountant to GSAM, and any entity controlling, controlled by, or under common control with, GSAM, that provides ongoing services to the Company, for engagements directly related to the Company’s operations and financial reporting, for the years ended December 31,
20162023 and
December 31, 2015.2022.
No fees were billed by PricewaterhouseCoopers
LLP for products and services provided to the Company, other than the services reported in “Audit
Fees,” “Audit Related Fees,”Fees” and “Tax Fees” above, for the years ended December 31,
20162023 and
December 31, 2015.No2022.
Other than services reported under “Audit-Related Fees,” no other fees were billed by the Company’s independent registered public accountant to GSAM, and any entity controlling, controlled by, or under common control with, GSAM, that provides ongoing services to the Company, for engagements directly related to the Company’s operations and financial reporting, for the years ended December 31,
20162023 and
December 31, 2015.2022.
No
non-audit
fees were billed to the Company’s investment adviser and service affiliates by PricewaterhouseCoopers
LLP for
non-audit
services for the years ended December 31,
20162023 and
December 31, 2015.2022. This includes any
non-audit
services required to be
pre-approved
or
non-audit
services that did not require
pre-approval
since they did not directly relate to the Company’s operations or financial reporting.
Pre-Approval
of Audit and
Non-Audit
Services Provided to the Company
The Audit
and Non-Audit Services Pre-Approval Policy (the
“Policy”) adopted by the Audit Committee sets forth the procedures and the conditions pursuant to which services performed by an independent auditor for the Company may
be pre-approved. Services
may
be pre-approved specifically
by the Audit Committee as a whole or, in certain circumstances, by the Audit Committee Chairman or the person designated as the audit committee financial expert. In addition, subject to specified cost limitations, certain services may
be pre-approved under
the provisions of the Policy. The Policy provides that the Audit Committee will consider whether the services provided by an independent auditor are consistent with the SEC’s rules on auditor independence. The Policy provides for periodic review
and pre-approval by
the Audit Committee of the services that may be provided by the independent auditor.
All of the audit and permitted
non-audit
services described above for which PricewaterhouseCoopers LLP billed the Company for the fiscal years ended December 31, 2023 and 2022 werepre-approved
by the Audit Committee..
The pre-approval requirements
of the Policy may be waived with respect to the provision
of non-audit services
that are permissible for an independent auditor to perform, provided (1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of revenues subject
to pre-approval that
was paid to the independent auditors during the fiscal year in which the services are provided; (2) such services were not recognized by the Company at the time of the engagement to
be non-audit services;
and (3) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee to whom authority to grant such approvals has been delegated by the Audit Committee, pursuant to
the pre-approval provisions
of the Policy.
Services Provided to GSAM.
The Policy provides that, in addition to
requiring pre-approval of
audit
and non-audit services
provided to the Company, the Audit Committee
will pre-approve those non-audit services
provided to the Company’s investment adviser (and entities controlling, controlled by or under common control with the investment adviser that provide ongoing services to the Company) where the engagement relates directly to the operations or financial reporting of the Company.
19
23
The Audit Committee has considered these fees and the nature of the services rendered and has concluded that they are compatible with maintaining the independence of
PricewaterhouseCoopers.PricewaterhouseCoopers LLP. The Audit Committee did not approve any of the audit-related, tax, or
other non-audit fees
described above pursuant to the “
exceptions” set forth inRule 2-01(c)(7)(i)(C) and
Rule2-01(c)(7)(ii) of
Regulation S-X. Except
as described above, PricewaterhouseCoopers LLP did not provide any audit-related services, tax services or othernon-audit services
to GSAM or any entity controlling, controlled by or under common control with GSAM that provides ongoing services to the Company that the Audit Committee was required to approve pursuant toRule 2-01(c)(7)(ii) of
Regulation S-X. The
Audit Committee considered whether the provision ofnon-audit
services rendered to GSAM and any entity controlling, controlled by, or under common control with GSAM that provides ongoing services to the Company that werenot pre-approved by
the Audit Committee because the engagement did not relate directly to the operations and financial reporting of the Company is compatible with maintaining PricewaterhouseCoopers’PricewaterhouseCoopers LLP’s independence.ON FEBRUARY 27, 2024, THE BOARD, INCLUDING EACH OF THE INDEPENDENT DIRECTORS,
UNANIMOUSLY
RECOMMENDSRECOMMENDED THAT YOU VOTE “FOR” THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31,
2017.20
2024.
24
The following is the report of the Audit Committee of Goldman Sachs BDC, Inc. (the “Company”) with respect to the Company’s audited financial statements for the fiscal year ended December 31,
20162023 (the “Audited Financial Statements”).
The Audit Committee has: (a) reviewed and discussed the Audited Financial Statements with the management of the Company; (b) discussed with the independent auditor the matters required to be discussed by
Auditing Standard 1301 (Communications with Audit Committees), as adopted by the Public Company Accounting Oversight Board (“PCAOB”)
Standard No. 16, as modified or supplemented;; and (c) received the written disclosures and the letter from the independent auditor required by applicable requirements of the PCAOB Ethics and Independence Rule 3526 regarding the independent auditor’s communications with the Audit Committee concerning independence, and has discussed with the independent auditor the auditor’s independence.
The members of the Audit Committee are not, and do not represent themselves to be, professionally engaged in the practice of auditing or accounting and are not employed by the Company for accounting, financial management or internal control purposes. Moreover, the Audit Committee relies on and makes no independent verification of the facts presented to it or representations made by management or the Company’s independent auditor. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and/or financial reporting principles and policies, or internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not provide assurance that the audit of the Company’s financial statements has been carried out in accordance with the standards of the PCAOB or that the financial statements are presented in accordance with generally accepted accounting principles.
Based on its consideration of the Audited Financial Statements and the discussions referred to above with management and the Company’s independent auditor, and subject to the limitations on the responsibilities and role of the Audit Committee set forth in the charter and those discussed above, the Audit Committee recommended to the Board of Directors that the Audited Financial Statements be accepted by the Board of Directors and included in the Company’s Annual Report on Form
10-K
for the last fiscal year for filing with the SEC.
February
22, 201727, 2024
Richard A. Mark, Chairman
Jaime Ardila
Carlos E. Evans
Ross J. Kari
ChairmanJaime Ardila
Ashok N. Bakhru
Janet F. Clark
Ann
Timothy J. Leach
| (1) | The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
21
25
The management of the Company does not know of any other matters to be brought before the Meeting. If such matters are properly brought before the Meeting, proxies that do not contain specific instructions to the contrary will be voted in accordance with the judgment of Caroline Kraus and
Neena Reddy,Curtis Tate, who are the persons named as
proxy.proxies.
VOTE REQUIRED FOR THE ELECTION OF
DIRECTORSTHE DIRECTOR AND
APPROVAL OF OTHER MATTERS AT THE MEETING
A quorum for the transaction of business at the Meeting is established by the presence,
in personvirtually or by proxy, of holders representing a majority of the votes entitled to be cast at the Meeting. Stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Meeting and at any postponements or adjournments thereof. There were
36,342,786112,103,346 shares of
ourthe Company’s common stock outstanding on
March 17, 2017.the Record Date. Each share of common stock is entitled to one vote. Cumulative voting is not permitted.
For Proposal 1, the election of each nominee requires a majority of the votes cast by all Stockholders present,
in personvirtually or by proxy, at the Meeting, provided that if, as of the tenth (10th) day preceding the date the Company first mails the notice of such meeting to the Stockholders, the number of nominees for the directorships (or, if applicable, the directorships of a particular class of directors) exceeds the number of such directors to be elected, such directors shall be elected by the vote of a plurality of the votes cast. Under the Company’s bylaws, a majority of votes cast means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with “abstentions” and “broker
non-votes”
not counted as a vote cast either “for” or “against” that director’s election).
Approval of Proposal 2, the ratification of the selection of PricewaterhouseCoopers
LLP to serve as the Company’s independent registered public accounting firm, requires a majority of the votes
cast by all Stockholders present,
in personvirtually or by proxy, at the Meeting.
Broker
“non-votes” “non-votes”
are shares held in an account with an Authorized Institution for which the broker indicates that instructions have not been received from the beneficial owners or other persons entitled to vote, and the broker does not have discretionary voting authority with respect to a
non-routine
proposal. As broker
non-votes
are entitled to vote on Proposal 2, broker
non-votes
will be counted as shares present for purposes of determining whether a quorum is
present.present for purposes of transacting business at the Meeting.
Proposal 1 is a
non-routine
matter. As a result, if you hold shares in “street name” through a broker, bank or other nominee, your broker, bank or nominee will
be permitted to exercise voting discretion with respect to Proposal 1, the election of twothree Class I directors. Therefore, if you do not vote and you do not give your broker or other nominee specific instructions on how to vote for you, then your shares will have no effect on Proposal 1.Proposal 2, the ratification of the selection of PricewaterhouseCoopers
LLP to serve as the Company’s independent registered public accounting firm, is a routine matter. As a result, if you beneficially own your shares and you do not provide your broker or nominee with voting instructions, then your broker, bank or nominee will be able to vote your shares for you on Proposal 2.
22
Abstentions will be counted as shares present for purposes of determining whether a quorum is present, but will not be voted for or against the Proposal for which the proxy card has been marked “Abstain”. Accordingly, abstentions will have no effect on
either Proposal.Proposal 1, and the effect of a vote against Proposal 2.
If less than a quorum is present at the Meeting or if an insufficient number of votes is present for the approval of the Proposals, the chairman of the Meeting shall have the power to adjourn the Meeting from time to time without notice other than announcement at the Meeting.
A vote may be taken on either Proposal prior to any such adjournment if there are sufficient votes for approval of such Proposal.
COMMUNICATIONS WITH THE BOARD
All interested parties, including Stockholders, may send communications to the Board, the Independent Directors, the Chairman or any other individual director, by addressing such communication to the Board, the Independent Directors, the Chairman or to the individual director, c/o Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York 10282.
ANNUAL AND QUARTERLY REPORTS
Copies of the Company’s Annual Reports on Form
10-K,
Quarterly Reports on Form
10-Q
and Current Reports on Form
8-K
are available, without charge, on its website
at(https://www.goldmansachsbdc.com
toll-free at (800) 621-2550. (312)655-4419.
Please direct your written request to Caroline Kraus, Secretary, at the Company, c/o Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York 10282. Copies of such reports are also posted and are available without charge on the SEC’s website at.The Company has adopted a Code of Ethics pursuant to Rule
17j-1
under the 1940 Act and the Company has also approved
the Company’s investment adviser’sGSAM’s Code of Ethics that it adopted in accordance with Rule
17j-1
and Rule
204A-1
under the Investment Advisers Act of 1940, as amended. These Codes of Ethics establish, among other things, procedures for personal investments and restrict certain personal securities transactions, including transactions in securities that are held by the Company. Personnel subject to each code may invest in securities for their personal investment accounts, so long as such investments are made in accordance with the code’s requirements.
The CodesA copy of the Company’s Code of Ethics
can be reviewed and copied atis filed as an exhibit to the
SEC’s Public Reference Room in Washington, D.C. Information Company’s annual reporton
the operation of the Public Reference Room may be obtained by calling the SEC at (202) 551-8090 or (800) SEC-0330. The Codes of Ethics are also available on the EDGAR Database on the SEC’s Internet site (http://www.sec.gov). Copies may also be obtained after paying a duplicating fee by writing the SEC’s Public Reference Section, Washington, DC 20549-0102, or by electronic request topublicinfo@sec.gov.23
Form 10-K.
Code of Business Conduct and Ethics
The Company has adopted a Code of Business Conduct and Ethics which applies to, among others, the Company’s Chief Executive Officer and Chief Financial Officer. The Company intends to disclose any material amendment to or waivers of required provisions of the Code of Business Conduct and Ethics on a current report on Form
8-K
or on the Company’s website. The Code of Business Conduct and Ethics can be accessed via the Company’s website (
https://www.goldmansachsbdc.com
