Mark Mulhern
About Mark F. Mulhern
Independent director (Age 65), serving since October 2016 (initially appointed at Triangle Capital, predecessor to BBDC). Former EVP & CFO of Highwoods Properties, Inc. (2014–2022), and prior CFO roles at Exco Resources and Progress Energy; began career at Price Waterhouse. Certified Public Accountant; B.S., St. Bonaventure University. Designated “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Highwoods Properties, Inc. (REIT) | EVP & CFO | 2014–2022 | Public-company finance leadership, prior Highwoods Board & Audit Committee member (2012–2014) |
| Exco Resources, Inc. | EVP & CFO | Not stated | Senior finance executive experience |
| Progress Energy, Inc. | SVP & CFO; VP & Controller; VP Strategic Planning; SVP Finance; President, Progress Ventures | CFO 2008–2012; broader roles from 1996–2012 | Led finance during merger with Duke Energy; strategic planning and ventures leadership |
| Price Waterhouse (PwC) | Audit/Advisory | 8 years (early career) | Foundational accounting and audit training |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Intercontinental Exchange (ICE) (NYSE: ICE) | Director | Since 2020 | Global market infrastructure/data; also Director at ICE Mortgage Technology (subsidiary) since 2020 |
| Barings Private Credit Corporation (BPCC) | Director | Since 2021 | Affiliated BDC in Barings fund complex |
| Barings Capital Investment Corporation (BCIC) | Director | Since 2020 | Affiliated non-listed BDC |
| Barings Global Short Duration High Yield Fund (NYSE: BGH) | Trustee | Since 2021 | Closed-end fund advised by Barings |
| Barings Private Equity Opportunities and Commitments Fund | Trustee | 2022–2024 | Non-diversified, closed-end fund (advised by Barings until Feb 2024) |
Board Governance
- Independence: Determined independent under NYSE and 1940 Act; not an “interested person.”
- Committees: Audit (Chair), Compensation (member), Nominating & Corporate Governance (member).
- Audit leadership and expertise: Chair of Audit Committee; designated “audit committee financial expert.”
- Attendance and engagement: In 2024, Board met 5 times; Audit 4; Compensation 1; Nominating 1. No director attended <75% of board/committee meetings on which they served; 8 directors attended the 2024 Annual Meeting.
- Board leadership: Executive Chairman is CEO Eric Lloyd; Lead Independent Director is Thomas W. Okel, who presides over executive sessions.
- Overboarding review: Mulhern (and Okel, Olmstead) simultaneously serve on more than three public-company audit committees; the Board determined this does not impair effectiveness for Audit Committee service.
Fixed Compensation
| Component (Independent Director) | 2024 Policy | 2024 Actual (Mulhern) | 2025 Policy |
|---|---|---|---|
| Annual Board Retainer (Cash) | $120,000 | $120,000 | $150,000 |
| Audit Committee Chair Retainer | $10,000 | $10,000 | $20,000 |
| Lead Independent Director Retainer | $10,000 | Not applicable to Mulhern | $20,000 (not applicable unless appointed) |
| Meeting Fees | Not disclosed/none stated | — | — |
| Equity (RSUs/Options/DSUs) | None for Independent Directors | None | None |
| Total (Mulhern) | — | $130,000 | — |
- Reimbursements: Out-of-pocket expenses reimbursed.
- Interested Directors receive no compensation from the Company.
Performance Compensation
| Category | Details |
|---|---|
| Stock awards (RSUs/PSUs), options | Not granted to Independent Directors; no stock-based compensation disclosed. |
| Performance metrics | Not applicable; independent director pay is fixed cash retainer plus committee/lead roles. |
| Clawbacks, severance/change-in-control, tax gross-ups | Not disclosed for directors. — |
Other Directorships & Interlocks
| Entity | Type | Relationship to Barings/BBDC | Interlock Notes |
|---|---|---|---|
| ICE | Public company | Unaffiliated to Barings/BBDC | External market infrastructure exposure; no BBDC transactions disclosed. |
| BPCC, BCIC, BGH | Barings-advised vehicles | Affiliated fund complex | Common governance oversight within Barings complex; Board still determined Mulhern independent. |
Related-party framework: BBDC is externally advised/administrated by Barings under Advisory and Administration Agreements; independent directors (Audit Committee) oversee related-party transactions and valuation policy application; extensive co-investment/affiliation safeguards under 1940 Act and SEC exemptive relief.
Expertise & Qualifications
- CPA designation; extensive CFO experience across REIT and energy sectors; prior Big Four experience (PwC).
- Designated audit committee financial expert; Board confirms financial literacy across Audit members.
- Public-company board service (ICE, Highwoods historic board/audit committee).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Dollar Range |
|---|---|---|---|
| Mark F. Mulhern | 14,855 | <1% | Over $100,000 (based on $9.76 per share as of Mar 7, 2025) |
- Options/derivatives: None disclosed; no options/warrants exercisable within 60 days.
- Pledging/hedging: Company policy prohibits short sales, derivatives, margin accounts or pledging without pre-approval; no pledging by Mulhern disclosed.
Governance Assessment
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Positive signals:
- Independent status affirmed; extensive financial expertise; chairs Audit Committee; designated audit committee financial expert.
- Strong engagement and attendance; no <75% attendance in 2024.
- No stock-based director pay, limiting potential misalignment with advisor economics; compensation is transparent cash retainer.
- Robust insider trading and anti-hedging/pledging policy framework; pre-clearance required.
-
Watch items / potential red flags:
- Overboarding risk: simultaneous service on more than three public-company audit committees—Board has reviewed and allowed, but time/attention remains a consideration for investors.
- Multiple roles across Barings-affiliated fund complex (BPCC, BCIC, BGH)—while independence is affirmed, affiliation density warrants continued monitoring for related-party transaction approvals and co-investment governance.
- No equity-based director compensation—limits explicit equity alignment; offset partially by personal share ownership.
-
Compensation committee independence and process:
- Compensation Committee (of which Mulhern is a member) sets independent director pay; authority to engage independent consultants; no interlocks or insider participation disclosed.
-
Attendance and shareholder engagement:
- 2024 Annual Meeting attended by eight directors; directors encouraged (not required) to attend annual meetings.
Overall, Mulhern’s audit leadership, CPA credential, and public-company CFO background support board effectiveness in a leveraged, externally managed BDC. Investors should monitor the breadth of his audit committee commitments and Barings-affiliate board roles for any incremental governance or time-allocation risks, noting current board determinations of independence and effectiveness.