James F. Clark
About James F. Clark
James F. Clark (age 63) is an Independent Trustee of Blackstone Secured Lending Fund (BXSL) since 2020. He is a Partner and generalist investor at Sound Shore Management, covering energy, industrials, materials, and utilities; previously he spent two decades at Credit Suisse First Boston (CSFB), including as Head of U.S. Equity Research. He holds an MBA from Harvard and a BA from Williams College, cum laude with highest honors; he also served as a winter study adjunct at Williams College (2020–2024) . He is nominated to continue as a Class I Trustee with a term expiring at the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sound Shore Management, Inc. | Partner; investment generalist (energy, industrials, materials, utilities); previously chaired Governance Committee; served on Investment and Operating Committees | 2004–present | Governance leadership at the firm; sector specialization |
| Credit Suisse First Boston (CSFB) | Managing Director (1996–2004); Head of U.S. Equity Research (2000–2004); International & Domestic Oil Analyst (1989–2000); earlier roles from 1984 | 1984–2004 | Led U.S. Equity Research franchise; senior oil research coverage |
| Williams College | Winter study adjunct faculty | 2020–2024 | Academic engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blackstone Private Credit Fund (BCRED) | Trustee | Current | Blackstone-affiliated registered fund |
| Blackstone Private Multi-Asset Credit and Income Fund (BMACX) | Trustee | Current | Blackstone-affiliated registered fund |
| Other public company or registered fund boards (past 5 years) | None | — | As disclosed in BXSL proxy |
Board Governance
- Classification/term: Class I Trustee; nominated for term expiring at 2028 annual meeting .
- Independence: Independent Trustee under 1940 Act and NYSE standards .
- Committee assignments: Audit Committee; Nominating & Governance Committee; Compensation Committee (member; not chair) . Committee chairs: Audit—Robert Bass; Nominating & Governance—Tracy Collins; Compensation—Vicki L. Fuller .
- Attendance: The Board met eight times in 2024; each Trustee attended at least 75% of Board and applicable committee meetings .
- Board leadership and process: Board has seven Trustees (five independent, two interested); Chair is an interested Trustee (Brad Marshall). Independent Trustees hold executive sessions regularly throughout the year; all committees are chaired by Independent Trustees .
Fixed Compensation
| Component | Structure/Amount | Effective Date/Period | Notes |
|---|---|---|---|
| Annual retainer (Independent Trustee) | $200,000 (prorated for partial year) | Effective April 1, 2024 | Increased from $150,000 prior to April 1, 2024 |
| Board meeting fee | $2,500 per regular Board meeting attended | Effective April 1, 2024 | In addition to retainer |
| Committee meeting fee | $1,000 per committee meeting attended | Effective April 1, 2024 | Paid in addition to regular meeting fee if on same date |
| Audit Committee Chair fee | $15,000 per year | Effective April 1, 2024 | Clark is not the chair |
| Cash paid (BXSL, FY2024) | $215,500 | FY2024 | Independent Trustee fees earned/paid in cash |
| Total compensation (Fund Complex, FY2024) | $393,500 | FY2024 | Includes $178,000 paid by BCRED; BMACX/BREC did not pay comp in 2024 |
Notes:
- Trustees who are “interested persons” receive no compensation from BXSL .
- The Company reimburses reasonable out-of-pocket expenses of Independent Trustees .
Performance Compensation
| Element | Status/Details | Source |
|---|---|---|
| Equity incentive compensation (options, RSUs, stock awards) | Prohibited for BDC Officers and Trustees under the 1940 Act; none paid or awarded | |
| Bonus / performance-linked cash | Not disclosed for Trustees; Trustee pay structured as cash retainer and meeting fees | |
| Clawback policy | BXSL adopted a NYSE 303A.14-compliant clawback policy; Company currently neither pays nor plans to pay Incentive Compensation to Covered Executives; policy in place |
Other Directorships & Interlocks
| Entity | Relationship to BXSL | Role | Potential Interlock Consideration |
|---|---|---|---|
| BCRED | Blackstone-affiliated BDC | Trustee | Shared manager/adviser relationships within Blackstone fund complex |
| BMACX | Blackstone-affiliated registered fund | Trustee | Same as above |
| Other public company boards (past 5 years) | — | None | None disclosed |
- Related-party exposure: Independent Trustees (including Clark) and immediate family reported no ownership of, or transactions >$120,000 with, BXSL’s Advisers or their affiliates over the past five years; and no direct/indirect relationships >$120,000 with Advisers since the beginning of the last two fiscal years .
- Co-investment policy: BXSL operates under an SEC exemptive order to co-invest alongside Blackstone-affiliated funds under Board-approved policies, with allocations generally pro rata by available capital; this framework governs affiliate transactions and mitigates allocation conflicts .
Expertise & Qualifications
- Investment and research leadership: Former Head of U.S. Equity Research at CSFB; long-standing sector expertise in energy, industrials, materials, and utilities as a buy-side partner at Sound Shore .
- Governance experience: Headed Sound Shore’s Governance Committee; service on Investment and Operating Committees .
- Education: MBA (Harvard University); BA (Williams College), cum laude with highest honors .
Equity Ownership
| As-of Date | Holder | Shares Beneficially Owned | Ownership Notes |
|---|---|---|---|
| June 27, 2025 (record date) | James F. Clark | — | Dollar range in BXSL: None; aggregate across Fund Complex: Over $100,000 (per fund complex holdings). BXSL outstanding shares at record date: 229,680,609 |
| Nov 11, 2025 (Form 4) | James Frederic Clark | 2,000 shares acquired at $26.68; held directly; post-transaction beneficial ownership: 2,000 shares | Open-market purchase disclosed on Form 4 filed Nov 13, 2025 |
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Price | Post-Transaction Holdings | Filing Date/Source |
|---|---|---|---|---|---|
| Nov 11, 2025 | Purchase (P) | 2,000 | $26.68 | 2,000 (direct) | Filed Nov 13, 2025 |
Governance Assessment
- Board effectiveness and engagement: Clark serves on all three standing committees (Audit; Nominating & Governance; Compensation), providing broad oversight coverage; all three committees are fully independent and chaired by Independent Trustees; the Board held eight meetings in 2024 and each Trustee met at least the 75% attendance threshold .
- Independence and conflicts: He is classified as an Independent Trustee, and disclosures indicate no related-party transactions or ownership with Advisers by Independent Trustees or their families above SEC thresholds over the last five years; co-investment activities are governed by an SEC exemptive order and Board-approved policies .
- Compensation and alignment: Director pay is cash-only (no equity) due to 1940 Act constraints; the annual retainer increased to $200,000 effective April 1, 2024, with meeting-based fees; Clark received $215,500 from BXSL in 2024 and $393,500 from the Fund Complex, with no performance-linked awards; Clark initiated personal share ownership with a 2,000-share open-market purchase on Nov 11, 2025, which improves alignment vs. zero holdings at the June 27, 2025 record date .
- Risk indicators: The Company currently does not have a hedging policy for executive officers and Trustees; however, no pledging or hedging by Clark is disclosed, and no red-flag related-party items are reported for Independent Trustees .
Appendix: Committee Snapshot (2024 Activity)
| Committee | Members (all Independent) | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit Committee | Robert Bass; James F. Clark; Tracy Collins; Vicki L. Fuller; Michelle Greene | Robert Bass | 8 |
| Nominating & Governance Committee | Robert Bass; James F. Clark; Tracy Collins; Vicki L. Fuller; Michelle Greene | Tracy Collins | 4 |
| Compensation Committee | Robert Bass; James F. Clark; Tracy Collins; Vicki L. Fuller; Michelle Greene | Vicki L. Fuller | 3 |
References:
- Director biography, independence, committee memberships, age, trustee since date, and external fund boards ; election/term class .
- Board structure, leadership, and executive sessions ; meeting attendance threshold .
- Trustee compensation table and structure; annual retainer increase; meeting fees; chair fee .
- Beneficial ownership and dollar range tables; outstanding shares at record date .
- Related-party/affiliates transactions (Independent Trustees), governance policies, hedging policy disclosure .
- Co-investment exemptive order framework .
- Form 4 insider purchase (2,000 shares, Nov 11, 2025) .