Thomas Okel
About Thomas W. Okel
Thomas W. Okel (age 62) is an independent, Class III director of Barings BDC, Inc., serving since August 2018 with a term expiring in 2027. He is Lead Independent Director and chairs the Nominating & Corporate Governance Committee. Okel brings 20+ years in debt capital markets, previously Global Head of Syndicated Capital Markets at Bank of America Merrill Lynch (1989–2010), and Executive Director of Catawba Lands Conservancy (2011–2019). He holds a BA in Economics from Davidson College and a Masters of Management (Finance, Accounting, Marketing) from Northwestern University’s Kellogg School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America Merrill Lynch | Global Head, Syndicated Capital Markets | 1989–2010 | Led capital markets, sales, trading, and research across US, Europe, Asia, Latin America |
| Catawba Lands Conservancy | Executive Director | 2011–2019 | Nonprofit leadership; conservation governance |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Barings Participation Investors (BPCC) | Director | Since 2021 | Registered investment company advised by Barings |
| Barings Corporate Investors (BCIC) | Director | Since 2020 | Registered investment company advised by Barings |
| Barings Global Short Duration High Yield Fund | Trustee | Since 2012 | Closed-end fund advised by Barings |
| Horizon Funds | Trustee / Board Chair | Since 2015 | Mutual fund complex; board leadership |
| Barings Funds Trust | Trustee | 2013–2021 | Open-end investment company advised by Barings (until 2021) |
| Barings Private Equity Opportunities & Commitments Fund | Trustee | 2022–2024 | Closed-end management investment company advised by Barings (until Feb 2024) |
| Multiple public companies’ audit committees | Member | Ongoing | Serves on >3 audit committees; Board determined no impairment to effectiveness |
Board Governance
- Independence: The Board determined Okel is independent (not an “interested person”) under the 1940 Act and NYSE standards; none of the independent directors has a material business or professional relationship with the Company beyond board service .
- Roles: Lead Independent Director (presides over executive sessions) ; Chair, Nominating & Corporate Governance Committee ; Member, Audit Committee ; Member, Compensation Committee .
- Committee composition: All members of Audit, Compensation, and Nominating & Corporate Governance Committees are independent; Audit Committee members are financially literate; Mulhern designated as Audit Committee Financial Expert (not Okel) .
- Attendance/Engagement: In 2024, the Board held 5 meetings; Audit 4; Compensation 1; Nominating & Corporate Governance 1. No director attended less than 75% of aggregate meetings; eight directors attended the 2024 annual meeting .
Fixed Compensation
| Component | 2024 | 2025 (Approved Policy) |
|---|---|---|
| Annual Board Retainer (Independent Directors) | $120,000 (cash) | $150,000 (cash) |
| Lead Independent Director Additional Retainer | $10,000 (cash) | $20,000 (cash) |
| Audit Committee Chair Additional Retainer | $10,000 (cash) | $20,000 (cash) |
| Stock-Based Compensation | None (no equity grants to independent directors) | None (policy indicates no stock-based comp) |
| Okel – Fees Earned in Cash (2024) | $130,000 (base + lead independent) | N/A |
- Reimbursements: Independent directors receive reimbursement of out-of-pocket expenses .
- Year-over-year change: Increase in fixed cash retainer and leadership premiums for 2025; indicates greater guaranteed compensation with no introduction of equity-based director pay .
Performance Compensation
| Metric Category | Application to Independent Director Pay |
|---|---|
| Equity awards (RSUs/PSUs), options, performance metrics | None; independent directors do not receive stock-based or performance-tied compensation |
Other Directorships & Interlocks
| Interlock Area | Detail |
|---|---|
| Barings-advised funds | Concurrent service as director/trustee at BPCC, BCIC, Barings Global Short Duration High Yield Fund; potential information flow within Barings ecosystem; Board affirms independence status . |
| Audit committee breadth | Okel serves on >3 public company audit committees; Board concluded this does not impair effectiveness . |
| Compensation Committee interlocks | No interlocking relationships or insider participation requiring disclosure in 2024 . |
| Shareholder votes | Re-elected in 2024 as Class III director: For 50,998,191; Against 9,157,643; Abstain 1,645,527 . |
Expertise & Qualifications
- Capital markets expertise: 20+ years underwriting, structuring, distribution, and trading of corporate acquisition/LBO/recap/refinancing debt; global leadership experience across regions .
- Financial literacy: Board determined all Audit Committee members are financially literate; Mulhern designated as audit committee financial expert (not Okel) .
- Governance leadership: Lead Independent Director and Chair of Nominating & Corporate Governance, overseeing board evaluation and governance principles .
- Education: BA, Davidson College; Masters of Management (Kellogg, Northwestern) .
Equity Ownership
| As of | Shares Beneficially Owned | Percent of Class | Dollar Range of Equity Securities | Total Shares Outstanding |
|---|---|---|---|---|
| March 7, 2025 | 20,037 | <1.0% (per footnote) | Over $100,000 (based on $9.76/share) | 105,408,938 |
- Pledging/Hedging: Beneficial ownership table does not indicate any pledged shares for Okel .
- Section 16 Compliance: Company reports timely filings in 2024 with one exception related to another director (Steve Byers); no issues disclosed for Okel .
Governance Assessment
- Strengths: Independent status; Lead Independent Director role and chairing Nominating & Corporate Governance enhances board effectiveness and oversight; high meeting attendance; deep debt capital markets experience relevant to BDC portfolio oversight; no director equity awards reduce potential pay-related conflicts .
- Watch items: Audit committee overboarding (serving on >3 audit committees) may raise workload concerns, though the Board specifically found no impairment of effectiveness; overlapping roles across Barings-advised funds present interlock exposure but independence affirmed and no Item 404 conflicts disclosed .
- Compensation signals: 2025 increase in cash retainers (board and leadership roles) elevates guaranteed compensation without adding equity; maintains alignment through beneficial ownership but ownership remains <1% of class, typical for outside directors .