Ashlee Steinnerd
About Ashlee Steinnerd
Ashlee Steinnerd, 43, is Barings BDC’s Chief Legal Officer (CLO) since February 2023 and Head of Regulatory at Barings LLC; she previously served at the U.S. SEC in the Office of the Investor Advocate and other roles (2011–2019) . She holds a B.S. in Applied International Finance and Applied International Economics from the American University of Paris and a J.D. from Rutgers School of Law . BBDC’s externally managed structure means executive officers are Barings employees and receive no direct compensation from BBDC; pay-for-performance visibility at the issuer level is therefore limited . For context, BBDC shares were $9.76 on March 7, 2025 and traded at a discount to NAV across 2024, highlighting investor return dynamics during her tenure, though TSR is not explicitly disclosed in Company documents .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Barings BDC, Inc. | Chief Legal Officer | Feb 2023 – Present | Leads issuer-level legal and regulatory oversight for an externally managed BDC; coordinates with Barings platform and Board . |
| Barings LLC | Head of Regulatory; Legal team member | 2019 – Present | Advises on regulatory matters across Barings’ global platform; alignment with BBDC’s Adviser/Administrator obligations . |
| U.S. Securities and Exchange Commission | Senior Counsel, Office of the Investor Advocate; roles in Investment Management | 2011 – 2019 | Policy and regulatory counsel; insight into investor protection and adviser oversight frameworks beneficial to BDC governance . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Barings Private Credit Corporation (BPCC) | Chief Legal Officer | 2019 – Present |
| Barings Capital Investment Corporation (BCIC) | Chief Legal Officer | 2019 – Present |
| Barings Global Short Duration High Yield Fund (NYSE: BGH) | Chief Legal Officer | 2019 – Present |
| Barings Corporate Investors (NYSE: MCI) | Chief Legal Officer | 2019 – Present |
| Barings Participation Investors (NYSE: MPV) | Chief Legal Officer | 2019 – Present |
Fixed Compensation
BBDC executive officers are employees of Barings and do not receive direct compensation from the Company. BBDC pays Barings base management and incentive fees under the Advisory Agreement; administrative reimbursements cover the allocable portions of CFO/CCO costs and facilities under the Administration Agreement. Exact salary/bonus for Steinnerd is not disclosed by BBDC.
| Component | 2024/2025 Status | Source |
|---|---|---|
| Base salary | Not disclosed at issuer (executives paid by Barings) | |
| Target bonus % | Not disclosed at issuer | |
| Actual bonus paid | Not disclosed at issuer | |
| Administrative reimbursable personnel (scope) | CFO/CCO staffs allocable costs reimbursed; no explicit CLO personnel scope disclosed | |
| Base management fee to Barings | ~$32.4 million in 2024 | |
| Incentive fee to Barings | ~$23.8 million in 2024 |
Performance Compensation
| Incentive Type | Metric Linkage | 2024/2025 Grant Detail | Vesting |
|---|---|---|---|
| Stock options | Company did not grant options in FY 2024; nothing to report under Item 402(x) | None granted | N/A |
| RSUs/PSUs | Not disclosed at issuer for executive officers | Not disclosed | N/A |
| Performance bonuses | Not disclosed at issuer for executive officers (Barings compensates) | Not disclosed | N/A |
Note: BBDC executive compensation structures (salary/bonus/equity) are set by Barings LLC, and are not disaggregated in BBDC’s proxy; therefore pay-for-performance metrics (revenue, EBITDA, TSR-linked incentives) for Steinnerd at the issuer level are not disclosed .
Equity Ownership & Alignment
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | — | No beneficial ownership reported for Steinnerd . |
| Ownership as % of shares outstanding | <1% | Percent column denotes “* <1.0%”; shares outstanding 105,408,938 as of March 7, 2025 . |
| Vested vs. unvested shares | Not disclosed | No issuer-level equity awards disclosed . |
| Options (exercisable/unexercisable) | None disclosed | No options outstanding within 60 days . |
| Shares pledged as collateral | Prohibited, with limited pre-approved exceptions | Insider Trading Policy prohibits pledging/margin accounts except upon pre-approval from the CCO . |
| Hedging | Prohibited | No derivatives, short sales, or monetization/hedging transactions permitted . |
| Stock ownership guidelines | Not disclosed | No issuer-level executive ownership guidelines reported in the proxy . |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start date | CLO since February 2023 . |
| Role tenure | ~2.7 years at BBDC (as of Nov 2025) . |
| Contract term/expiration | Officers serve at the discretion of the Board; no fixed-term employment contracts disclosed . |
| Severance/change-of-control | Not disclosed at issuer; executives compensated by Barings . |
| Non-compete/non-solicit | Not disclosed at issuer; governed by Barings policies (not detailed in proxy) . |
| Garden leave/post-termination consulting | Not disclosed . |
| Insider trading controls | Pre-clearance required; quarterly/event blackouts; 10b5-1 exception allowed; prohibits short-term trading, short sales, derivatives, pledging/margin, hedging . |
Compensation Committee Analysis
- Committee members: Mulhern, Okel, Switzer, Knapp, Byers, Olmstead, Lancaster-Beal; all independent under NYSE/1940 Act; Jill Olmstead serves as Chair .
- Scope: Sets independent director pay; executive officers currently not paid by the Company; authority to engage independent compensation consultants; no Item 404 conflicts in 2024 .
- Meetings: One Compensation Committee meeting held in 2024 .
Governance, Policies, and Related Matters
- Directors’ independence: 7 of 9 directors independent; lead independent director (Okel) presides over executive sessions .
- Code of Ethics and Insider Trading Policy: Pre-clearance required; strict prohibitions on hedging/pledging, short sales, derivatives, margin accounts (with narrow exceptions); filed as exhibit to 2024 Form 10-K .
- Security ownership table: No beneficial ownership reported for Steinnerd; overall management/director group beneficially owned 551,709 shares; Barings LLC beneficial owner of ~13.64 million shares (12.9%) .
Performance & Track Record (Issuer Context)
- Trading context: As of March 7, 2025, last closing sales price $9.76; BBDC stock traded at discounts to NAV during 2024 across quarterly ranges, indicating persistent market discount dynamics .
- Shares outstanding: 105,408,938 as of March 7, 2025 .
- Barings platform: BBDC’s adviser is part of Barings’ $344.1 billion Global Fixed Income Platform (as of Dec 31, 2024), providing scale and resources behind execution and compliance .
Investment Implications
- Compensation alignment: Lack of issuer-level disclosure on Steinnerd’s salary/bonus/equity and no BBDC equity ownership reported reduces direct pay-for-performance visibility and “skin-in-the-game” alignment at the issuer level; however, rigorous insider trading controls prohibit hedging/pledging, mitigating misalignment risks .
- Retention risk: Employment terms are not contractually defined at BBDC (officers serve at Board discretion) and compensation is set at Barings; retention is more a Barings platform consideration than an issuer-governed risk .
- Trading signals: With zero reported beneficial ownership and prohibitions on hedging/pledging, insider selling pressure tied to her equity is effectively non-existent at the issuer; monitor any future Form 4 filings for changes in beneficial ownership, though none are indicated in proxy disclosures .
- Governance quality: An independent Compensation Committee and robust Ethics/Insider Trading Policy support governance; absence of say‑on‑pay at the issuer (no such proposal in 2025) reflects the externally managed structure rather than governance weakness .