Steve Byers
About Steve Byers
Steve Byers (age 71) is an independent Class II director of Barings BDC, Inc. (BBDC), serving since February 2022 with a term expiring at the 2026 Annual Stockholder Meeting; he is an experienced finance and capital markets executive recognized as a National Association of Corporate Directors Board Leadership Fellow . His education includes an M.B.A. in Finance from Long Island University’s Roth Graduate School of Business and a B.A. in Economics from Long Island University . He is independent under NYSE listing standards and the 1940 Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dreyfus Corporation | Vice Chairman; EVP; CIO; Board & Executive Committee member; fund officer for 90 investment companies (~$200B AUM responsibility) | 2000–2006 | Led investment performance for ~90 funds; senior investment leadership |
| PaineWebber Group | Chairman, Investment Policy & Risk Oversight Committee; Capital Markets Director of Risk & Credit Management; NASD General/Financial/Operations/Branch Principal | 1986–1997 | Risk oversight; capital markets risk and credit management |
| Citibank/Citicorp | Executive | 1979–1986 | Banking executive roles |
| Sierra Income Corporation (non-traded BDC) | Independent Director & Chairman | 2012–2022 | Chaired board until merger with BBDC in Feb 2022; appointed to BBDC board upon merger |
| College of William & Mary Graduate School of Business | Trustee | 2002–2012 | Governance oversight in academic institution |
| Independent Consultant | Consultant providing expert financial/investment reports | Since 2014 | Periodic expert opinions in financial matters |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Deutsche Bank DBX ETF Trust | Independent Chairman | Director since 2011; Chairman since 2016 | Audit; Nominating committees |
| The Arbitrage Funds Trust | Trustee | Since 2016 | Trustee of open-end funds |
| Mutual Fund Directors Forum | Board Member | Since 2016 | Governance advocacy for independent fund directors |
Board Governance
- Committee memberships: Audit Committee (member), Compensation Committee (member), Nominating and Corporate Governance Committee (member); none of these committees include “interested persons,” and all members (including Byers) are independent under NYSE and Rule 10A-3 standards .
- Audit Committee chair is Mark F. Mulhern; the board determined all Audit Committee members are financially literate; Mulhern designated as audit committee financial expert (Byers is not designated as the financial expert) .
- Attendance and engagement: In 2024 the board met 5 times; Audit Committee 4; Compensation Committee 1; Nominating and Corporate Governance Committee 1; no director attended less than 75% of aggregate meetings; eight directors attended the 2024 Annual Meeting .
- Board leadership: CEO Eric Lloyd serves as Executive Chairman; Thomas W. Okel is Lead Independent Director presiding over executive sessions of independent directors .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash (Byers) | $90,000 | $120,000 | $120,000 |
| Annual Independent Director Board Retainer (policy) | $120,000 | $120,000 | $120,000 |
- Additional retainers: Lead Independent Director and Audit Committee Chair received $10,000 in 2024; policy increases to $20,000 for each in 2025 .
- 2025 policy change: Annual Independent Director retainer increases to $150,000 (quarterly payments), with the above chair/lead increments .
- No meeting fees disclosed and no stock-based compensation for independent directors; out-of-pocket expenses reimbursed .
Performance Compensation
| Component | Grants/Structure | Key Terms |
|---|---|---|
| Stock-based awards (RSUs/PSUs/Options) | None for Independent Directors | Company states Independent Directors do not receive stock-based compensation |
| Performance metrics tied to director pay | Not applicable | Director compensation based on role/responsibility benchmarking by Compensation Committee; no equity/performance instruments |
| Clawbacks / Change-in-control / Severance | Not disclosed for directors | Not disclosed in proxy for Independent Directors |
The Compensation Committee benchmarks independent director pay versus comparable BDCs and retains authority to engage independent consultants; no Item 404 relationships noted among Compensation Committee members in 2024 .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| DBX ETF Trust (Deutsche Bank) | Registered investment company | Independent Chairman; Audit & Nominating member | Financial services exposure; no BBDC Item 404 related-party ties disclosed |
| The Arbitrage Funds Trust | Registered investment company | Trustee | Fund governance role; no BBDC Item 404 ties disclosed |
| Mutual Fund Directors Forum | Non-profit organization | Board Member | Governance network role; not a for-profit issuer |
Expertise & Qualifications
- Over 30 years of leadership across asset management, banking, brokerage, risk oversight, capital markets, and investment management; senior roles at Dreyfus (Vice Chairman/EVP/CIO), PaineWebber (risk oversight leadership), and Citibank/Citicorp .
- NACD Board Leadership Fellow recognition in December 2014, underscoring governance acumen .
- Independent under NYSE/1940 Act; financially literate committee member; extensive fund board leadership .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Dollar Range |
|---|---|---|---|
| Steve Byers | 50,000 | <1.0% (based on 105,408,938 shares outstanding) | Over $100,000 (at $9.76/share reference) |
- Insider Trading Policy: Directors must pre-clear trades, and are prohibited from short sales, options, short-term trading; hedging and pledging are prohibited, with limited pledging exceptions subject to pre-approval by the Chief Compliance Officer .
- Section 16(a) compliance: Company notes an inadvertent exception—Byers failed to timely file two Forms 4 for two transactions in 2024 .
Governance Assessment
- Independence and committee breadth are positives: Byers serves on Audit, Compensation, and Nominating & Corporate Governance, with independence affirmed and robust committee charters; attendance thresholds met in 2024, supporting engagement .
- Alignment: While independent directors receive no equity-based pay, Byers’ personal ownership of 50,000 shares provides “skin in the game” despite compensation being entirely cash-based; policy-based prohibitions on hedging/shorting further support alignment .
- Risk indicators: Two late Section 16 filings (Forms 4) present a minor procedural red flag; extensive external commitments should be monitored for overboarding risk, though attendance and independence standards were met .
Compensation Structure Analysis
- Year-over-year changes: Independent director cash retainer flat at $120,000 for 2023–2024; increased to $150,000 for 2025, with chair/lead independent increments rising from $10,000 to $20,000—indicative of higher guaranteed cash compensation .
- Mix: 100% cash retainer; no equity grants for independent directors—reduces direct equity alignment via compensation, partially offset by personal share ownership .
- Committee process: Compensation Committee benchmarks against comparable BDCs and may engage independent consultants; no Item 404 related-party relationships among committee members in 2024 .
Board Governance (Detail)
| Committee | Membership Status | Chair | Independence Notes |
|---|---|---|---|
| Audit Committee | Member | Mark F. Mulhern | All members independent; Mulhern audit committee financial expert; committee oversees auditor, internal controls, valuation policies |
| Compensation Committee | Member | Jill Olmstead | All members independent; no Item 404 relationships; authority to retain independent consultants |
| Nominating & Corporate Governance Committee | Member | Thomas W. Okel | All members independent; oversees governance principles and board evaluation |
Director Compensation (Detail)
| Year | Fees Earned (Byers) | Notes |
|---|---|---|
| 2022 | $90,000 | Partial-year service post-merger closing on February 25, 2022 |
| 2023 | $120,000 | Standard independent director retainer |
| 2024 | $120,000 | Standard independent director retainer; reimbursement of expenses only; no stock grants |
Related Party Transactions and Conflicts
- The proxy discloses no relationships requiring Item 404 disclosure for Compensation Committee members; board independence affirmed across key committees, and no material business or professional relationships for independent directors .
- Lead Independent Director structure and committee oversight mitigate potential conflicts due to executive chair arrangement .
Other Notes
- Meetings: 2024—Board (5), Audit (4), Compensation (1), Nominating & Corporate Governance (1); attendance >=75% for all directors .
- Communication: Stockholders can directly contact non-management directors, committee chairs, and the board via email/phone/mail, reinforcing governance transparency .
Summary Signals for Investors
- Strengths: Broad committee participation with independence; strong governance credentials; personal ownership; clear trading/hedging restrictions .
- Watch items: Increased cash retainers in 2025 (less at-risk pay); minor Section 16 filing delinquencies; multiple external roles—monitor for overboarding but current attendance is solid .