John Switzer
About John A. Switzer
Independent Class II Director at Barings BDC, Inc. (BBDC), serving since August 2018; age 68 per the 2025 proxy. A Certified Public Accountant with 35+ years at KPMG, including managing partner roles; holds a B.S. in Accounting from the University of Kentucky. The Board has affirmatively determined he is independent under NYSE and 1940 Act standards and financially literate; he is not designated the Audit Committee Financial Expert (Mulhern holds that designation) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Managing Partner, Charlotte office; Market leader for Carolinas, Florida, San Juan | 2009–2016 | Led regional firm operations and audit practice oversight |
| KPMG LLP | Managing Partner, Cleveland office | 1999–2007 | Office leadership |
| KPMG LLP | Managing Partner, Kentucky offices (Louisville, Lexington) | 1988–1998 | Office leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barings Capital Investment Corporation (BCIC) | Director | Since Mar 2021 | Affiliate permanent capital vehicle |
| HomeTrust Bancshares, Inc. | Director; Audit Committee member | Since Sep 2019 | Audit oversight |
| Weisiger Group (formerly Carolina Tractor & Equipment) | Director | Since 2017 | Governance for privately held industrial supplier |
| Foundation for the Mint Museum | Director | Current | Non-profit board service |
| NACD Carolinas Chapter | Board (Leadership Fellow recognition referenced) | Current (chapter involvement) | Director education/network |
Board Governance
- Committee memberships: Audit; Compensation; Nominating and Corporate Governance. Chairs: Audit—Mulhern; Compensation—Olmstead; Nominating—Okel. All committee members, including Switzer, are independent .
- Independence: Board majority independent; Switzer identified as independent (not an “interested person”) .
- Attendance: Board met 5x in 2022, 2023, 2024; Audit met 4x; Compensation 1x; Nominating 1x. No director attended less than 75% of aggregate meetings in those years .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Board meetings held | 5 | 5 | 5 |
| Audit Committee meetings | 4 | 4 | 4 |
| Compensation Committee meetings | 1 | 1 | 1 |
| Nominating & Corporate Governance meetings | 1 | 1 | 1 |
| ≥75% attendance compliance | Yes | Yes | Yes |
Fixed Compensation
- Independent director compensation is cash-only; no stock-based compensation is provided to independent directors .
- Retainers: $120,000 annual board retainer (plus $10,000 for Lead Independent Director and $10,000 for Audit Chair) for 2022 and 2023; remained $120,000 in 2024; scheduled increase to $150,000 in 2025 with $20,000 for Lead Independent Director and $20,000 for Audit Chair .
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash (Switzer) | $120,000 | $120,000 | $120,000 |
| Stock-based compensation | None | None | None |
2025 policy change: Annual board retainer will be $150,000; Lead Independent Director and Audit Chair retainers will be $20,000 each .
Performance Compensation
- Independent directors receive no equity grants (RSUs/PSUs) or options; therefore no performance metrics, vesting schedules, clawbacks, or change-in-control terms apply to director compensation .
| Performance-linked element | Status |
|---|---|
| RSU/PSU grants | None |
| Option awards | None |
| Performance metrics (TSR, financial KPIs, ESG) | Not applicable for directors |
| Clawback provisions | Not applicable to director equity; none disclosed for cash retainers |
| Change-of-control terms | Not applicable to director equity; none disclosed for retainers |
Other Directorships & Interlocks
| Company | Relationship to BBDC | Role/Committee |
|---|---|---|
| BCIC (affiliate) | Affiliate BDC advised by Barings; permanent capital | Director |
| HomeTrust Bancshares, Inc. | Unrelated public company | Director; Audit Committee member |
| Weisiger Group (CTE) | Private company | Director |
- The Board reaffirmed Switzer’s independence despite affiliate board service (BCIC); all Audit, Compensation, and Nominating & Governance committee members are independent under NYSE and 1940 Act .
- Compensation Committee disclosed no Item 404 related-party relationships in 2022, 2023, or 2024 (covers Switzer as a committee member) .
Expertise & Qualifications
- CPA; B.S. in Accounting, University of Kentucky .
- 35+ years public accounting leadership (KPMG) across multiple markets; brings audit, financial reporting, and internal control oversight expertise .
- Financially literate; not designated as Audit Committee Financial Expert (Mulhern designated), but serves on Audit Committee alongside financially literate members .
Equity Ownership
| Metric | 2023 (Record date Mar 6, 2023) | 2024 (Record date Mar 8, 2024) | 2025 (Record date Mar 7, 2025) |
|---|---|---|---|
| Shares beneficially owned | 6,000 | 6,000 | 6,000 |
| % of class | <1.0% | <1.0% | <1.0% |
| Dollar range (SEC-defined bands) | $50,001–$100,000 | $50,001–$100,000 | $50,001–$100,000 |
- Section 16(a) compliance: Company states all filings timely for 2023; for 2024, all timely except two late Forms 4 by Steve Byers; no exceptions named for Switzer .
Governance Assessment
- Committee engagement: Switzer sits on all three key committees (Audit, Compensation, Nominating & Governance), indicating strong governance involvement; all committees composed entirely of independent directors .
- Attendance/engagement: Board and committees met regularly (5 board, 4 audit, 1 compensation, 1 nominating annually), with ≥75% attendance compliance across directors; supports effective oversight cadence .
- Alignment and incentives: Compensation is cash-only without equity or performance links; ownership stake is modest (6,000 shares, <1% of class), consistent with BDC director practices but offers limited performance-based alignment relative to equity programs .
- Potential conflicts: Affiliate board service (BCIC) noted; Board maintains independence determinations. KPMG is BBDC’s auditor (selected for 2024), and Switzer is a former KPMG managing partner; Board independence standards consider material relationships within two years, and the proxy affirms independence and committee independence . No Item 404 related-party relationships reported for Compensation Committee members (including Switzer) in 2022–2024 .
RED FLAGS observed in filings: None disclosed related to Switzer—no related-party transactions requiring Item 404 disclosure; no Section 16 filing exceptions named for Switzer; committee independence sustained .