Itzbell Branca
About Itzbell Branca
Itzbell Branca, 48, is Chief Compliance Officer (CCO) of Barings BDC, Inc. (BBDC) since August 2024 and also CCO of Barings Private Credit Corporation (BPCC) and Barings Capital Investment Corporation (BCIC). She is a Senior Director in Sales Practices Compliance at Barings, with industry experience since 2000; prior roles include Co-Head of Complex Products Supervision at LPL Financial. She holds a B.S. in Finance, Marketing and Multinational Business (Florida State University) and an MBA (DeVry University), with FINRA Series 4, 7, 24, 51, 63, and 66 licenses . BBDC’s proxy does not disclose executive cash/equity pay (officers are employees of Barings and not paid by BBDC), so there are no reported TSR/revenue/EBITDA performance linkages to her compensation at the Company level .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Barings BDC, Inc. | Chief Compliance Officer | Aug 2024–present | Administers BBDC’s compliance program; meets with the Board at least annually to assess program effectiveness . |
| Barings LLC | Senior Director, Sales Practices Compliance | 2019–present | Develops/maintains compliance programs for registered closed-end funds, BDCs, and the adviser . |
| Barings Private Credit Corp. (BPCC) | Chief Compliance Officer | Aug 2024–present | Compliance oversight for affiliate BDC . |
| Barings Capital Investment Corp. (BCIC) | Chief Compliance Officer | Aug 2024–present | Compliance oversight for affiliate BDC . |
| LPL Financial | Various incl. Co-Head of Complex Products Supervision | Not disclosed (prior to 2019) | Broker-dealer supervision and business risk management; regulatory examinations expertise . |
External Roles
No external public company directorships or committee roles were disclosed in Ms. Branca’s biography in the DEF 14A .
Fixed Compensation
- BBDC is externally managed; executive officers (including the CCO) are employees of Barings and “do not receive any direct compensation from the Company” .
- Under the Administration Agreement, BBDC reimburses Barings for an allocable portion of the CFO and CCO (and their staffs’) salaries, bonuses, benefits, rent, and certain other costs; amounts are negotiated quarterly and cannot exceed otherwise reimbursable expenses . For FY 2024, total administration expenses invoiced by Barings to BBDC were approximately $2.0 million (company-level, not broken out by individual) .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed by BBDC (executive officers are compensated by Barings, not the Company) . | — | — | — | — | — |
- The Company reported it did not grant options/option-like awards during FY 2024 (Item 402(x) discussion) .
Equity Ownership & Alignment
| Ownership element | Detail |
|---|---|
| Total beneficial ownership | 0 shares beneficially owned; “None” dollar range . |
| Ownership as % of SO | Less than 1% (denoted “*”) . |
| Vested vs. unvested equity | Not disclosed; no Company equity awards reported . |
| Options (exercisable/unexercisable) | None disclosed . |
| Shares pledged as collateral | Company policy prohibits pledging for directors/officers absent pre-approval; no pledging disclosed for Ms. Branca and she reports no beneficial ownership . |
| Hedging | Hedging/monetization transactions prohibited for directors/officers under Insider Trading Policy . |
| Trading windows/pre-clearance | Directors/officers require pre-clearance by Barings Compliance; quarterly/event blackouts apply . |
Detailed table (from proxy beneficial ownership table):
| Metric | Value |
|---|---|
| Itzbell Branca – Shares Beneficially Owned | — |
| Percentage of Class | * (less than 1%) |
| Dollar Range of Equity Securities | None |
Employment Terms
| Term | Detail |
|---|---|
| Employment start (BBDC CCO) | August 2024 . |
| Employment relationship | Officer serves at the discretion of the Board; compensated by Barings (not BBDC) . |
| Contract term/expiration | Not disclosed by the Company (officer is Barings employee) . |
| Severance / Change-of-control (CoC) | Not disclosed at the Company level for Ms. Branca; as executives are paid by Barings, Company-level severance/CoC economics are not provided . |
| Non-compete / Non-solicit / Garden leave | Not disclosed . |
| Clawbacks | Not specifically disclosed for executives; BBDC references Barings’ Global Code of Ethics and Company governance policies . |
Investment Implications
- Pay transparency and alignment: Because executive officers are paid by Barings and not BBDC, the proxy provides no detail on Ms. Branca’s base salary, bonus targets, or equity; this limits visibility into pay-for-performance alignment at the Company level . For investors, compensation alignment must be inferred from Barings’ internal frameworks and Company-level policy constraints (hedging/pledging prohibitions) rather than direct equity stakes.
- Ownership signal: Ms. Branca reported no beneficial ownership in BBDC shares as of the March 7, 2025 record date, offering no direct “skin in the game” signal; combined with the external-manager model, insider selling pressure from vesting is negligible, but positive alignment via ownership is also absent .
- Pledging/hedging risk: BBDC’s policies restrict hedging, derivatives, short sales, and pledging (with narrow pre-approval exceptions), reducing misalignment risks common to insider hedging/pledging practices .
- Retention dynamics: Specific employment terms, severance, and CoC economics are not disclosed by the Company due to the external manager structure; retention risk for the CCO therefore hinges on Barings’ internal compensation/contracting rather than shareholder-visible Company agreements .