David Mihalick
About David Mihalick
David Mihalick (age 52) is a Class III director of Barings BDC, Inc. (BBDC), serving since November 2020 with a term expiring in 2027. He is designated as an Interested Director due to his affiliations with Barings LLC, where he is Co-Head of Global Investments (since 2025), and previously Head of Private Assets (2021–2025), Head of U.S. Public Fixed Income (2019–2021), and Head of U.S. High Yield (2017–2021). He holds a B.S. from the United States Air Force Academy, an M.S. from the University of Washington, and an M.B.A. from Wake Forest University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barings LLC | Co-Head of Global Investments | 2025–present | Oversees global investment platform across public/private markets; member of Senior Leadership Team . |
| Barings LLC | Head of Private Assets | 2021–2025 | Managed global private markets businesses including middle-market lending and private placements . |
| Barings LLC | Head of U.S. Public Fixed Income | 2019–2021 | Led U.S. Investment Grade and related groups . |
| Barings LLC | Head of U.S. High Yield | 2017–2021 | Led U.S. High Yield; member of Global High Yield Allocation Committee . |
| Wachovia/Wells Fargo Securities | Vice President, Leveraged Finance | Pre-2008 | Originated leveraged loans/high yield bonds for corporate and PE issuers . |
| U.S. Air Force; Telecom industry | Officer; industry roles | Prior to finance career | Early career; technical/operations background . |
External Roles
| Organization | Role | Tenure | Listing/Adviser |
|---|---|---|---|
| Barings Capital Investment Corporation (BCIC) | Director | Since 2021 | Non-listed BDC; advised by Barings . |
| Barings Global Short Duration High Yield Fund | Trustee | Since 2020 | NYSE: BGH; closed-end fund advised by Barings . |
| Barings Corporate Investors | Trustee | Since 2022 | NYSE: MCI; closed-end fund advised by Barings . |
| Barings Participation Investors | Trustee | Since 2022 | NYSE: MPV; closed-end fund advised by Barings . |
| Barings Funds Trust | Trustee | 2020–2021 | Open-end investment company advised by Barings until 2021 . |
Board Governance
- Independence status: Interested Director (affiliated with Barings LLC) — not independent under the 1940 Act/NYSE standards .
- Committee memberships: Not a member of Audit, Compensation, or Nominating & Corporate Governance Committees, which are comprised solely of independent directors .
- Attendance: In 2024, the Board held five meetings; no director attended less than 75% of aggregate Board and committee meetings on which they served .
- Board leadership context: Executive Chairman is Eric Lloyd (Interested); Lead Independent Director is Thomas W. Okel, who presides over executive sessions of independent directors .
| Committee | Member? | Chair? |
|---|---|---|
| Audit Committee | No (independent-only composition) | No |
| Compensation Committee | No (independent-only composition) | No |
| Nominating & Corporate Governance Committee | No (independent-only composition) | No |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Director cash retainer (Interested Directors) | $0 | Interested Directors did not receive compensation for Board service . |
| Committee chair fees | $0 | Interested Directors receive no committee fees; committees are independent-only . |
| Equity grants (stock-based compensation) | $0 | Independent Directors do not receive stock-based compensation; Interested Directors receive none . |
Performance Compensation
| Metric | Applicable to Director Compensation? | Notes |
|---|---|---|
| RSUs/PSUs with performance metrics | Not applicable | No stock-based compensation granted to directors . |
| Options (strike, vesting, expiration) | Not applicable | Company did not grant options in FY2024 per Item 402(x) disclosure . |
| Bonus/TSR/ESG-linked pay | Not applicable | Directors’ pay is cash retainers only for independent directors; Interested Directors not paid . |
Other Directorships & Interlocks
- Multiple roles within the Barings fund complex (BCIC, BGH, MCI, MPV) create interlocks with the external adviser that earns advisory and administrative fees from BBDC (base management fee ~$32.4 million; income-based fee ~$23.8 million; administration reimbursements ~$2.0 million in 2024) .
- Parent company (MassMutual) and its subsidiaries hold BBDC notes across several issuances (e.g., $25.0M Series B due 2025; $25.0M Series D due 2026; $50.0M due 2026; $25.0M due 2029), creating related-party creditor exposure .
Expertise & Qualifications
- Deep credit/investments expertise across private assets, high yield, and investment grade; now co-leading Barings’ global investment platform spanning public and private markets .
- Prior leveraged finance origination experience (Wachovia/Wells Fargo Securities) and earlier service as a U.S. Air Force officer and telecom industry roles .
- Education: B.S. United States Air Force Academy; M.S. University of Washington; M.B.A. Wake Forest University .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | Dollar Range |
|---|---|---|---|
| David Mihalick | 20,000 | <1.0% | Over $100,000 (using $9.76/share reference as of Mar 7, 2025) . |
- Trading/hedging policy: Pre-clearance required; prohibitions on short-term trading, short sales, derivatives, margin/pledging (subject to limited pre-approval exceptions), and hedging/monetization transactions .
- Stock ownership guidelines for directors: Not disclosed in the proxy; directors receive no stock-based compensation .
Governance Assessment
-
Strengths:
- Experienced credit investor with leadership in private and public fixed income; Board attendance thresholds met in 2024 .
- Personal share ownership (20,000 shares) provides some alignment, subject to company-wide trading/hedging restrictions .
-
Risks/RED FLAGS:
- Independence: Designated as an Interested Director due to his Barings affiliation; not independent under 1940 Act/NYSE standards .
- Conflicts: Extensive interlocks with Barings-advised vehicles; BBDC pays substantial advisory/incentive/admin fees to Barings; parent (MassMutual) holds BBDC notes—presents related-party and creditor relationships requiring robust oversight by independent directors .
- Allocation/co-investment: Company operates under SEC co-investment exemptive relief; documented conflicts in allocating investment opportunities/time among Barings-managed vehicles; requires “required majority” independent director determinations to protect stockholders .
- Committee influence: Not on Audit, Compensation, or Nominating & Governance committees—mitigates direct influence over sensitive oversight functions but underscores reliance on independent directors for governance quality .
Overall signal: Governance structure relies on independent committees and a Lead Independent Director to counterbalance advisory conflicts inherent in an externally managed BDC. Mihalick’s role as an Interested Director with deep investment expertise contributes to Board knowledge but increases perceived conflict risk; monitoring of related-party transactions, fee structures, and co-investment compliance remains critical for investor confidence .