Valerie Lancaster-Beal
About Valerie Lancaster‑Beal
Valerie Lancaster‑Beal (age 70) is an independent Class II director of Barings BDC, Inc. (BBDC) serving since February 2022; she is a financial professional with board-level governance, credit, and financial analysis expertise, and holds a B.A. in Economics from Georgetown University and an MBA from Wharton . She founded and leads VRL Associates, LLC (since 2014) and previously served as CFO of Odyssey Media (2015–2021), Managing Director and co‑founder at M.R. Beal & Company (1988–2014), Senior Vice President at Drexel Burnham Lambert (1984–1988), and Vice President at Citicorp Investment Bank (1978–1984) . She was appointed to BBDC’s board in connection with the Sierra Income Corporation merger in February 2022 and is classified by BBDC as independent (not an “interested person”) under NYSE and the 1940 Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| M.R. Beal & Company | Managing Director; Co‑founder | 1988–2014 | Co‑founded and led fixed-income investment bank; deep credit/markets experience |
| Drexel Burnham Lambert | Senior Vice President | 1984–1988 | Leadership in investment banking; structured finance exposure |
| Citicorp Investment Bank | Vice President | 1978–1984 | Credit and corporate finance roles |
| Data Capital Management | Chief Administrative & Finance Director | 2015–2017 | Operational/finance oversight in data-driven investing |
| Odyssey Media | Chief Financial Officer | 2015–2021 | Financial leadership; private company governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| VRL Associates, LLC | President & CEO | Since 2014 | Management consulting firm providing financial/operational advisory services |
| Sierra Income Corporation (non‑traded BDC) | Independent Director; Chair of Audit; Chair of Nominating & Governance | 2012–2022 | Chaired key committees; Sierra merged into BBDC in Feb‑2022 |
| KIPP NYC (non‑profit) | Director | 2012–2022 | Charter school network board service |
Board Governance
- Independence: BBDC’s board has a majority independent; Lancaster‑Beal is affirmatively determined independent (not an “interested person”) under NYSE and the 1940 Act .
- Committee memberships: Audit Committee; Compensation Committee; Nominating & Corporate Governance Committee .
- Committee chairs: Audit—Mark F. Mulhern (chair); Compensation—Jill Olmstead (chair); Nominating & Corporate Governance—Thomas W. Okel (chair) .
- Attendance: In 2024, the board held 5 meetings; committees held Audit (4), Compensation (1), Nominating (1); no director attended less than 75% of aggregate meetings, and eight directors attended the 2024 annual meeting .
- Lead Independent Director: Thomas W. Okel presides over executive sessions of independent directors .
Fixed Compensation
| Component | FY 2024 Amount | FY 2025 Program | Notes |
|---|---|---|---|
| Annual Board Retainer (Independent Directors) | $120,000 | $150,000 | Paid quarterly; standard for all independent directors |
| Lead Independent Director Premium | $10,000 | $20,000 | Applies to the lead independent director (not Lancaster‑Beal) |
| Audit Committee Chair Premium | $10,000 | $20,000 | Applies to Audit Chair (not Lancaster‑Beal) |
| Meeting/Other Fees | None disclosed | None disclosed | BBDC does not list per‑meeting fees |
| Stock‑based Compensation | None | None | Independent directors do not receive stock‑based compensation |
| Expense Reimbursement | Out‑of‑pocket only | Out‑of‑pocket only | Standard reimbursement of board‑related expenses |
- For FY 2024, Lancaster‑Beal earned $120,000 in cash fees and $0 in other compensation (excluding expense reimbursement) .
Performance Compensation
| Metric/Vehicle | Plan Presence | Grant Details | Vesting | Notes |
|---|---|---|---|---|
| RSUs/DSUs/PSUs | None | N/A | N/A | BBDC states independent directors receive no stock‑based comp |
| Stock Options | None | N/A | N/A | No option grants to directors reported |
| Performance Cash/Bonus | None | N/A | N/A | Director pay structured as fixed retainers; no disclosed performance metrics |
BBDC’s proxy discloses no director performance‑linked pay (no TSR, revenue, EBITDA, ESG metrics) for independent directors; compensation is cash retainers only .
Other Directorships & Interlocks
| Company/Institution | Role | Overlap with BBDC Stakeholders | Potential Interlock/Conflict Note |
|---|---|---|---|
| Sierra Income Corporation | Independent Director; Committee Chair | Merged into BBDC (Feb‑2022) | Appointment to BBDC complied with merger terms; no Item 404 transactions for Lancaster‑Beal |
| KIPP NYC | Director (prior) | None disclosed | Non‑profit; no related‑party transactions disclosed |
| VRL Associates, LLC | CEO | None disclosed | Private consulting; no Item 404 transactions disclosed |
- 8‑K states Lancaster‑Beal’s BBDC appointment had no transactions requiring Item 404(a) disclosure (related‑party) .
Expertise & Qualifications
- Governance leadership: Chaired Audit and Nominating & Governance at Sierra Income; broad board evaluation and governance policy experience .
- Finance and credit: Decades in investment banking and fixed income (M.R. Beal; Drexel; Citicorp), CFO experience at Odyssey Media .
- Education: BA (Georgetown); MBA (Wharton) .
- BDC/’40 Act familiarity: Service at Sierra and BBDC; committee experience in audit/valuation oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Dollar Range |
|---|---|---|---|
| Valerie Lancaster‑Beal | — | <1% | None |
- Beneficial ownership table indicates zero shares for Lancaster‑Beal and no dollar range (None) as of March 7, 2025 .
- BBDC policy prohibits hedging, short sales, derivative trades, margin/pledging (with narrow pre‑approved exceptions) for directors, reducing alignment risks from hedging/pledging but not addressing low direct ownership .
Governance Assessment
- Strengths: Independent status; service on all key committees (Audit, Compensation, Nominating & Governance); satisfactory attendance; deep finance and governance background from Sierra and prior banking roles .
- Compensation alignment concerns: No equity grants to independent directors and Lancaster‑Beal held no BBDC shares as of record date, limiting direct “skin‑in‑the‑game” alignment; pay is entirely fixed cash .
- Conflicts/related‑party exposure: Company indicates no Item 404 transactions for her appointment; committees are fully independent; BDC has robust related‑party and co‑investment controls, though adviser/fund complex conflicts exist at the firm level and are overseen by independent directors under SEC exemptive relief .
- Risk indicators: No delinquent Section 16 reports noted for Lancaster‑Beal in 2024; only one director (Steve Byers) had late filings; hedging/pledging prohibited, mitigating certain alignment risks despite low ownership .
Compensation Committee Analysis
- Composition & independence: Compensation Committee comprises only independent directors; Lancaster‑Beal is a member; chair is Jill Olmstead .
- Scope & consultants: Committee sets independent director compensation, may engage independent compensation consultants, and reviews comparative BDC data .
- Interlocks: No SEC‑defined compensation committee interlocks or insider participation in 2024 .
Director Compensation Summary (FY 2024)
| Director | Fees Earned (Cash) | Stock/Options | Total |
|---|---|---|---|
| Valerie Lancaster‑Beal | $120,000 | $0 | $120,000 |
For FY 2025, independent director cash retainer rises to $150,000; lead independent director and audit chair premiums increase to $20,000 each (Lancaster‑Beal is not currently in those roles) .