Katherine Rubenstein
About Katherine Rubenstein
Katherine Rubenstein (birth year: 1978) serves as Chief Operating Officer (COO) of Blackstone Secured Lending Fund (BXSL) and has held this officer role since 2021; she is also a Managing Director at Blackstone, COO of Perpetual Fund Solutions for Blackstone Credit & Insurance (BC&I), and COO of BCRED and BMACX. Prior to joining Blackstone in 2015, she originated senior secured loans and equipment finance opportunities across industrial, consumer, and retail sectors at GE Capital . As context on company performance levers tied to the externally managed model: BXSL’s pre‑incentive fee net investment income modestly increased year over year in Q3 2025 versus Q3 2024, while management fees rose on higher average gross assets and income‑based incentive fees fell due to the Incentive Fee Cap .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GE Capital | Originated senior secured loans and equipment finance opportunities (industrial, consumer, retail) | Pre-2015 | Direct origination experience in secured lending and equipment finance supports execution in BC&I perpetual vehicles and BDC operations . |
| Blackstone | Managing Director (joined 2015) | 2015–present | Leadership within BC&I and operating roles across BXSL/BCRED/BMACX, focusing on perpetual fund operations and scalable platform processes . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Blackstone Credit & Insurance | Managing Director; COO, Perpetual Fund Solutions | 2015–present | Oversees operating model for perpetual products within BC&I . |
| Blackstone Secured Lending Fund (BXSL) | Chief Operating Officer | Officer since 2021; term: indefinite | Elected officer of BXSL; operates under externally managed BDC structure . |
| Blackstone Private Credit Fund (BCRED) | Chief Operating Officer | Not disclosed | Parallel COO role for affiliated perpetual BDC (BCRED) . |
| Blackstone Alternative Multi‑Strategy Credit (BMACX) | Chief Operating Officer | Not disclosed | COO role for affiliated vehicle (BMACX) . |
Fixed Compensation
- BXSL pays no direct compensation to executive officers; the company reimburses the Administrator for the allocable portion of compensation paid to the Chief Compliance Officer, Chief Financial Officer and their staffs and other administrative personnel based on time devoted to BXSL .
- As an externally managed BDC under the 1940 Act, BXSL is prohibited from issuing equity incentive compensation (options, SARs, restricted stock, stock) to officers and trustees .
| Component | Disclosure | Notes |
|---|---|---|
| Base salary | Not disclosed by BXSL (executives are employees of Blackstone) | BXSL reimburses only certain administrative personnel costs; no direct executive salary paid by BXSL . |
| Target bonus % / actual bonus | Not disclosed by BXSL | Compensation realized through Blackstone employment structures, not the company. |
| Company-paid cash comp to exec officers | None | “None of our executive officers will receive direct compensation from the Company.” |
Performance Compensation
- Company-level equity awards to executive officers are prohibited under the 1940 Act; no RSUs/PSUs/options granted by BXSL to executive officers .
- Instead, the Adviser (affiliated with Blackstone) is compensated via base management and incentive fees; investment committee members of the Adviser participate economically in Adviser profits, which are funded by these fees (cost borne by BXSL shareholders) .
Adviser Fee Structure (Pay-for-performance mechanics at the vehicle level)
| Metric | Target/Hurdle | Payout/Rate | Measurement/Basis | Notes |
|---|---|---|---|---|
| Base management fee | N/A | 1.0% annually of average gross assets (ex‑undrawn commitments; includes assets purchased with borrowings), paid quarterly in arrears | Average gross assets at end of the two most recent calendar quarters | Cost borne by shareholders . |
| Income-based incentive fee | 1.5% quarterly hurdle (6% annualized); 100% catch‑up | 17.5% of pre‑incentive fee NII above hurdle | Measured on trailing 12 quarters (twelve‑quarter lookback) | Subject to Incentive Fee Cap based on Cumulative Net Return; cannot exceed cumulative amount under prior agreement . |
| Capital gains incentive fee | N/A | 17.5% of cumulative realized capital gains net of realized losses and unrealized depreciation | Determined and payable annually; cumulative since inception | Accrued under GAAP on unrealized appreciation but not paid until realized; no accruals in Q3 2025 . |
Recent Incentive Fee Outcomes (context)
| Metric ($000s) | Q3 2024 | Q3 2025 |
|---|---|---|
| Income‑based incentive fees | 38,163 | 31,254 |
| Capital gains incentive fees | (5,992) (reversal) | — |
| Pre‑incentive fee NII (context, $000s) | 218,100 | 220,700 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (common shares) | 4,363 shares as of June 27, 2025 . |
| Ownership as % of shares outstanding | <1% (Company notes “Amounts round to less than 1%” for all indicated with asterisk) . |
| Shares outstanding (context) | 229,680,609 common shares as of June 27, 2025 . |
| Vested vs. unvested shares | Not disclosed by BXSL; 1940 Act prohibits equity incentive grants by BXSL to officers . |
| Options (exercisable/unexercisable) | None disclosed by BXSL; equity awards prohibited . |
| Pledging | No specific pledging disclosure found; all trades by covered persons require pre‑clearance under Code of Ethics . |
| Hedging | Covered persons (officers/employees) are prohibited from shorting, options or hedging or derivatives in BXSL securities; however, the DEF 14A notes the Company does not have a separate hedging policy for executive officers and Trustees . |
| Stock ownership guidelines | Not disclosed for executive officers. |
Note: Approximate ownership percentage can be calculated from disclosed shares owned and shares outstanding (4,363 / 229,680,609 ≈ ~0.0019%), but BXSL only discloses that the amount rounds to less than 1% .
Employment Terms
| Term | Disclosure |
|---|---|
| Officer since / tenure | Officer since 2021; term of office: indefinite . |
| Employment agreement with BXSL | None disclosed; executive officers receive no direct compensation from BXSL; they are personnel of Blackstone/affiliates . |
| Severance provisions (company-level) | None disclosed for executive officers in BXSL filings . |
| Change‑of‑control economics (company-level) | None disclosed for executive officers; Advisory and Administration Agreements can be terminated on 60 days’ notice; they auto‑terminate upon assignment; renewed annually by Board/holders . |
| Non‑compete / non‑solicit | Not disclosed by BXSL for executive officers. |
| Trading policy | Pre‑clearance required for purchases/sales by officers, trustees, employees; covered persons (other than Independent Trustees) prohibited from shorting/options/hedging/derivatives on BXSL securities . |
| Hedging policy statement | DEF 14A states the Company does not have a hedging policy for executive officers and Trustees at this time . |
Selected Company Performance Indicators (context during her tenure)
| Metric ($000s) | Q3 2024 | Q3 2025 |
|---|---|---|
| Management fees | 30,177 | 34,959 |
| Income‑based incentive fees | 38,163 | 31,254 |
| Net investment income after tax | 185,903 | 189,474 |
- Management fees increased with higher average gross assets; income‑based incentive fees declined due to the Incentive Fee Cap; pre‑incentive fee NII increased YoY in Q3 2025 .
Investment Implications
- Pay-for-performance linkage: BXSL’s externally managed design shifts “performance compensation” to the Adviser via income/capital gains incentive fees with a 1.5% quarterly hurdle, 17.5% rate, twelve‑quarter lookback and a cap, aligning Adviser economics to net investment income and realized gains rather than individual executive scorecards; company-level equity awards to executives are prohibited .
- Alignment and insider pressure: Rubenstein’s disclosed direct ownership at BXSL is modest (4,363 shares; “<1%”), limiting direct economic alignment via BXSL equity; however, pre‑clearance and anti‑hedging rules for covered persons reduce hedging/shorting risk, while the DEF 14A notes no separate hedging policy for executives/Trustees, creating some policy ambiguity; no pledging disclosure was found .
- Retention and transition risk: Because executive officers are Blackstone personnel, retention is principally tied to Blackstone compensation and career dynamics; BXSL disclosures emphasize dependence on Adviser key personnel and note no employment agreements or company‑paid executive compensation, which can concentrate key‑person risk in the Adviser organization .
- Trading signals: With anti‑hedging for covered persons and required pre‑clearance, traditional insider‑selling signals are muted; low personal ownership reduces selling pressure from vesting or option exercises (none granted by BXSL), and 1940 Act constraints avoid equity‑grant overhangs .
- Governance and economics: The fee cap and lookback structure limit incentive fee volatility, but the Adviser’s base fee on gross assets can create incentives to grow assets, which investors should monitor alongside underwriting quality and NII durability .