Jill Olmstead
About Jill Olmstead
Jill Olmstead (61) has served as an independent director of Barings BDC, Inc. since August 2018. She is Chief Human Resources Officer at LendingTree, Inc. (since 2018) and brings over 21 years of senior HR leadership experience in financial services; she holds a B.S. from Clemson University and a Master’s in Organization Behavior and Development from Fielding University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LendingTree, Inc. | Chief Human Resources Officer | 2018–present | Leads talent strategy, succession planning, performance culture, D&I |
| Spivey & Olmstead, LLC | Founding Partner, Talent & Leadership Consulting | Founded June 2010 | Executive development and talent management; duration not specified |
| Wachovia/Wells Fargo | Managing Director (HR) | 2006–2009 | Head of HR for Corporate & Investment Bank and International Businesses; led company-wide Leadership Practices Group |
| Wachovia/Wells Fargo | Executive Vice President (HR) | 2000–2006 | Built talent management processes; high-potential leadership tracking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Barings Private Credit Corporation (BPCC) | Director | Since 2021 | Barings-affiliated non-listed BDC |
| Barings Capital Investment Corporation (BCIC) | Director | Since 2020 | Barings-affiliated non-listed BDC |
| Barings Global Short Duration High Yield Fund (BGH) | Trustee | Since 2021 | NYSE-listed closed-end fund advised by Barings |
| Barings Private Equity Opportunities and Commitments Fund | Trustee | 2022–2024 | Non-diversified, closed-end mgmt investment company advised by Barings until Feb 2024 |
Board Governance
- Committees: Audit Committee (member), Compensation Committee (Chair), Nominating & Corporate Governance Committee (member) .
- Independence: The Board determined Ms. Olmstead is independent (not an “interested person” under Section 2(a)(19) of the 1940 Act) .
- Attendance & engagement: In 2024, Board held 5 meetings; Audit 4; Compensation 1; Nominating 1. No director attended less than 75% of the aggregate meetings; eight directors attended the 2024 annual meeting .
- Lead Independent Director: Thomas W. Okel serves as Lead Independent Director and presides over executive sessions .
- Audit committee workload: Olmstead, Mulhern, and Okel serve on >3 public company audit committees; Board determined this does not impair effectiveness .
Fixed Compensation
| Year | Board Cash Retainer | Lead Independent Add’l | Audit Chair Add’l | Policy on Equity |
|---|---|---|---|---|
| 2024 | $120,000 | $10,000 | $10,000 | Independent directors do not receive stock-based compensation |
| 2025 (scheduled) | $150,000 | $20,000 | $20,000 | Independent directors do not receive stock-based compensation |
| Director | Fees Earned (Cash) | All Other Compensation | Total |
|---|---|---|---|
| Jill Olmstead (2024) | $120,000 | $0 | $120,000 |
- Meeting fees: Not disclosed.
- Reimbursement: Out-of-pocket expenses reimbursed .
Performance Compensation
| Component | Details |
|---|---|
| Equity awards (RSUs/PSUs/DSUs) | None; independent directors receive no stock-based compensation |
| Options | None granted in 2024; company did not grant stock options in FY2024 |
| Performance metrics tied to director pay | None disclosed (director pay structure is fixed cash retainers) |
| Clawbacks / Hedging / Pledging | Hedging, short sales, derivatives, margin/pledging prohibited for directors and officers (limited pledge exceptions require pre-approval) |
Other Directorships & Interlocks
| Connection | Nature | Investor Implication |
|---|---|---|
| Barings-affiliated funds (BPCC, BCIC, BGH) | Trustee/Director roles | Potential informational interlocks; Board affirmed independence; committees comprised solely of non-interested directors |
| Compensation Committee interlocks | None | No interlocking relationships with Company executives; no related-party disclosures under Item 404 for committee members |
Expertise & Qualifications
- Senior HR executive across banking and fintech; strategic and pragmatic approach to talent, succession, performance culture, and D&I aligned to business outcomes .
- Familiarity with capital markets context via prior roles in corporate and investment banking HR leadership .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Dollar Range |
|---|---|---|---|
| Jill Olmstead | 4,000 | <1.0% | $10,001–$50,000 |
- Vested vs. unvested shares: Not disclosed.
- Pledging/Hedging: Company policy prohibits hedging and pledging (with narrow pre-approved exceptions); no pledging by Olmstead disclosed .
- Section 16 compliance: Company states all required filings were timely in 2024 except two late Forms 4 by Steve Byers; no delinquencies noted for Olmstead .
Insider Trades
| Period | Form 4 Transactions (BBDC) | Note |
|---|---|---|
| Past 18 months | 0 | Aggregator indicates no Olmstead Form 4 trades in BBDC; initial Form 3/A filed in 2019 shows 4,000 shares |
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee; broad HR leadership expertise valuable for CEO succession, talent strategy, and culture oversight; strong attendance record; prohibitions on hedging/pledging reinforce alignment and risk control .
- Alignment: Owns 4,000 shares; however, Board’s director compensation is cash-only (no equity grants), which modestly limits direct pay-for-performance alignment at the director level .
- Workload/Capacity: Simultaneous service on multiple audit committees recognized; Board concluded no impairment—still a monitoring point for capacity and focus .
- Conflicts & related-party exposure: Multiple Barings-affiliated fund board roles create potential interlocks; explicitly mitigated by independence determinations and committee compositions of non-interested directors; robust co-investment and related-party policies are overseen by independent directors .
Overall signal: Competent, engaged independent director with relevant human capital and governance experience; minor alignment considerations due to cash-only director pay offset by share ownership and strict insider trading/hedging policies .