Robert Knapp
About Robert Knapp
Robert Knapp (age 59) is an independent Class I director of Barings BDC, Inc. (BBDC) serving since December 2020; he is nominated for re‑election to a term expiring in 2028. Knapp is Founder and Chief Investment Officer of Ironsides Partners LLC, with 25+ years in financial services focused on closed‑end funds and asset value investing; he previously served as Lead Independent Director of MVC Capital until its December 2020 merger into BBDC and was a Managing Director at Millennium Partners for over a decade .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ironsides Partners LLC | Founder & Chief Investment Officer | Since 2007 | Specializes in closed‑end funds and asset value investing; manages funds/mandates for institutional clients |
| MVC Capital, Inc. | Lead Independent Director | Until BBDC merger in Dec 2020 | Led independent oversight; MVC merged into BBDC in 2020 |
| Millennium Partners | Managing Director | Over 10 years | Senior investment leadership experience |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Africa Opportunity Fund Ltd. | Director | 2007 | Principal/director of Africa Opportunity Partners Ltd. (investment manager) |
| Pacific Alliance Asia Opportunity Fund; Pacific Alliance Group Asset Management Ltd. | Director | 2010 | Hong Kong‑based investment entities |
| Okeanis Eco Tankers Corp. | Director | 2018 | Public shipping company director |
| DP Aircraft Ltd. | Director | 2024 | Director of aviation leasing vehicle |
| Lamington Road DAC (successor to Emergent Capital) | Director | 2015 | Board role |
| Sea Education Association | Director/Treasurer | 2010 | Non‑profit governance |
| Veracity Worldwide LLC | Board of Managers member | — | Governance role |
| Ironsides Medical, Inc. | Chairman | — | Chairman role |
Board Governance
- Independence: Board determined Knapp is independent under NYSE and 1940 Act standards; he is not an “interested person” of the Company .
- Committee memberships: Audit Committee (member), Compensation Committee (member), Nominating & Corporate Governance Committee (member). Chairs are: Audit—Mark F. Mulhern; Compensation—Jill Olmstead; Nominating—Thomas W. Okel .
- Attendance: In 2024, the Board held five meetings; committees held Audit (4), Compensation (1), Nominating (1). No director attended less than 75% of aggregate Board/committee meetings; eight directors attended the 2024 Annual Meeting .
- Lead Independent Director: Thomas W. Okel serves as Lead Independent Director .
| Committee | Member | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Yes | No (Chair: Mulhern) | 4 |
| Compensation | Yes | No (Chair: Olmstead) | 1 |
| Nominating & Corporate Governance | Yes | No (Chair: Okel) | 1 |
Fixed Compensation
| Component | 2024 | 2025 (approved) |
|---|---|---|
| Annual board retainer (Independent Directors) | $120,000 | $150,000 |
| Lead Independent Director additional retainer | $10,000 | $20,000 |
| Audit Committee Chair additional retainer | $10,000 | $20,000 |
| Meeting fees | None disclosed | None disclosed |
| Reimbursement of out‑of‑pocket expenses | Provided | Provided |
| Director | Fees Earned (Cash) | All Other Compensation | Total |
|---|---|---|---|
| Robert Knapp | $120,000 | $— (expense reimbursement only) | $120,000 |
Notes:
- Independent directors do not receive stock‑based compensation for Board service .
Performance Compensation
| Metric/Instrument | 2024 Disclosure |
|---|---|
| Stock awards (RSUs/PSUs) | None for independent directors |
| Option awards | No options granted by the Company in 2024; none for directors |
| Performance metrics tied to director pay | Not applicable; director pay is fixed cash retainers |
| Clawback provisions (directors) | Not disclosed for directors; Company highlights Insider Trading Policy and ethics/CCO oversight |
Other Directorships & Interlocks
- Simultaneous audit committee service: The proxy highlights certain directors serving on >3 audit committees (Mulhern, Okel, Olmstead); Knapp is not flagged in this regard .
- Compensation Committee interlocks: None; no relationships requiring Item 404 disclosure for members, including Knapp .
Expertise & Qualifications
- CIO/asset value investor with extensive experience in closed‑end funds, holding companies, and special situations; prior MD at Millennium Partners .
- Demonstrated governance experience as Lead Independent Director of MVC Capital through the 2020 merger with BBDC .
- Broad public and private company board exposure across shipping, aviation leasing, and emerging markets funds .
Equity Ownership
| As of March 7, 2025 | Shares Beneficially Owned | % of Class | Dollar Range |
|---|---|---|---|
| Robert Knapp | 361,034 | <1.0% (of 105,408,938 shares outstanding) | Over $100,000 (based on $9.76/share) |
Additional ownership context:
- No common stock subject to options or warrants exercisable within 60 days of March 7, 2025 (company‑wide) .
- Insider Trading Policy prohibits short‑term trading, short sales, derivatives, hedging/monetization, and pledging or margin accounts, subject to limited pre‑approval exceptions for pledging; pre‑clearance and blackout periods apply .
Shareholder Voting Signals (2025 Annual Meeting)
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Election of Robert Knapp (Class I Director, term to 2028) | 49,020,884 | 8,816,243 | 1,899,892 |
| Below‑NAV share issuance (all stockholders) | 40,949,288 | 16,999,881 | 1,787,850 |
| Below‑NAV share issuance (excluding affiliates) | 27,139,302 | 16,999,881 | 1,787,850 |
Interpretation:
- Knapp received majority support for re‑election (votes “For” > “Against”) .
- The Below‑NAV share issuance proposal was not approved, indicating shareholder caution on potential dilution .
Potential Conflicts or Related‑Party Exposure
- General policy: Audit Committee oversees review/approval of related‑party transactions under Item 404; code of conduct prohibits conflicts; waivers require CCO/Board/Audit Chair approval and public disclosure .
- 1940 Act restrictions: BDCs cannot engage in certain transactions with affiliates without independent director and/or SEC approval; co‑investment permitted under Barings’ exemptive relief subject to “required majority” independent director determinations; conditions may limit transaction participation .
- Advisory and administration arrangements with Barings: disclosed fee structures; not tied specifically to Knapp (independent) .
- No specific related‑party transactions disclosed as involving Knapp in 2024 .
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | Company believes all filings timely, except two late Forms 4 by Steve Byers; no exceptions noted for Knapp |
Governance Assessment
- Alignment: Knapp holds a meaningful personal stake (361,034 shares) while serving as an independent director, supporting investor alignment; hedging/pledging generally prohibited, reducing misalignment risk .
- Effectiveness: Active membership across Audit, Compensation, and Nominating committees; Board met five times in 2024; committees functioned with appropriate charters and independence; no attendance shortfalls reported (≥75%) .
- Compensation structure: Independent director pay is all‑cash with no equity grants; 2025 increase in retainers (board $150k; lead independent and audit chair $20k each) suggests higher fixed compensation without equity‑based at‑risk components, which may modestly weaken long‑term ownership alignment relative to equity‑mix practices at some peers .
- Shareholder feedback: Strong support for Knapp’s re‑election; rejection of Below‑NAV issuance underscores investor sensitivity to dilution and sets a governance constraint on capital raising .
RED FLAGS
- No director equity grants (independent directors receive no stock‑based compensation), potentially reducing pay‑for‑performance alignment versus equity‑mix structures at some BDC peers .
- Multiple external board roles increase time commitments; however, Knapp is not flagged for over‑boarding on audit committees (that concern applies to Mulhern, Okel, Olmstead) .
- Dilution concerns evidenced by shareholder vote against Below‑NAV issuance (governance signal to Board) .
Supporting references:
- Director biography, independence, nomination, and committees .
- Meeting counts and attendance .
- Director compensation levels and 2025 changes .
- Insider trading/hedging/pledging restrictions .
- Beneficial ownership table and outstanding shares .
- Shareholder vote outcomes (2025) .