Vicki L. Fuller
About Vicki L. Fuller
Independent Trustee of Blackstone Secured Lending Fund (BXSL) since 2020; age 68. Founder and CEO of VLF Development LLC; previously CIO of the New York State Common Retirement Fund (2012–2018) and held senior roles over a 27-year career at AllianceBernstein, with earlier roles at Standard & Poor’s and Morgan Stanley. Education: MBA, University of Chicago; BSBA, Roosevelt University. Currently serves as Chairperson of BXSL’s Compensation Committee and is a member of the Audit and Nominating & Governance Committees; classified as independent under the 1940 Act and NYSE Listing Standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York State Common Retirement Fund | Chief Investment Officer | 2012–2018 | Not disclosed |
| AllianceBernstein | Managing Director, institutional team (public pension market); 27-year career | 27 years (dates not individually specified) | Not disclosed |
| Standard & Poor’s | Roles earlier in career | Not disclosed | Not disclosed |
| Morgan Stanley | Roles earlier in career | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity Equity and High Income Funds | Director/Trustee | 2018–present | Not disclosed |
| The Williams Companies, Inc. | Director | 2018–2021 | Not disclosed |
| Blackstone Private Credit Fund (BCRED) | Board of Trustees | Current | Not disclosed |
| Blackstone Private Multi-Asset Credit & Income Fund (BMACX) | Board of Trustees | Current | Not disclosed |
Board Governance
- Independence and tenure: Independent Trustee under the 1940 Act and NYSE; Trustee since 2020 .
- Committee assignments: Audit Committee member; Nominating & Governance Committee member; Compensation Committee Chairperson .
- Meeting cadence and attendance: Board met 8 times in FY2024; each Trustee attended at least 75% of Board and applicable committee meetings . Audit Committee met 8 times, Nominating & Governance met 4 times, Compensation Committee met 3 times in FY2024 .
- Board structure: Seven trustees (five independent, two interested); Chairperson is an “interested person”; all committees chaired by independent trustees; executive sessions of independent trustees held regularly .
| Committee | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Member | 8 | Committee chaired by Robert Bass; all members financially literate |
| Nominating & Governance Committee | Member | 4 | Chaired by Tracy Collins |
| Compensation Committee | Chairperson | 3 | Authority to engage compensation consultants; all members independent |
Fixed Compensation
| Component | Amount | Effective Date/Period | Notes |
|---|---|---|---|
| Annual Independent Trustee retainer | $200,000 | Effective Apr 1, 2024 | Increased from $150,000 pre-Apr 1, 2024 |
| Regular Board meeting fee | $2,500 per meeting | Effective Apr 1, 2024 | Applies per meeting attended |
| Committee meeting fee | $1,000 per committee meeting | Effective Apr 1, 2024 | In addition to regular meeting fees |
| Audit Committee Chair fee | $15,000 annually | Effective Apr 1, 2024 | Not applicable to Fuller (not Audit Chair) |
| Fees earned/paid in cash (BXSL, FY2024) | $208,500 | FY2024 | Independent Trustees only; interested Trustees receive no BXSL comp |
| Total compensation from Fund Complex (FY2024) | $379,500 | FY2024 | Includes $171,000 from BCRED |
Performance Compensation
| Metric/Instrument | Status | Detail |
|---|---|---|
| Equity incentive compensation (options, RSUs/PSUs) | Prohibited | BXSL is prohibited under the 1940 Act from issuing equity incentive compensation to Officers and Trustees |
| Performance-based cash incentives | Not disclosed | No director performance cash metrics disclosed |
| Clawback policy | Adopted | Board adopted clawback policy to comply with NYSE 303A.14; BXSL currently does not pay incentive compensation to Covered Executives |
Other Directorships & Interlocks
| Affiliation | Nature | Potential Interlock Consideration |
|---|---|---|
| BCRED & BMACX boards | Blackstone-managed registered funds | Shared governance across Blackstone registered funds; independent status maintained per 1940 Act/NYSE |
| Fidelity Equity & High Income Funds | Mutual fund board (Fidelity) | External to Blackstone; no BXSL-related transactions disclosed |
| The Williams Companies (2018–2021) | Public company board | Historical role; no BXSL-related transactions disclosed |
- Related-party safeguards: Independent Trustees and immediate families reported no ownership or relationships >$120,000 with BXSL Advisers/affiliates; quarterly Board reviews of related party transactions; policy in place for related persons .
- Co-investment framework: SEC exemptive order enables co-investment with Blackstone affiliates under Board-approved policies/procedures .
Expertise & Qualifications
- Capital markets and asset management: Former CIO of NYS Common; 27-year AllianceBernstein career focused on public pension clients .
- Financial literacy: Audit Committee member; Board determined all Audit Committee members are financially literate .
- Education: MBA (University of Chicago); BSBA (Roosevelt University) .
- Governance leadership: Chairperson, Compensation Committee .
Equity Ownership
| Holder | Shares Owned | % of Shares Outstanding | Dollar Range in BXSL | Aggregate Dollar Range in Fund Complex |
|---|---|---|---|---|
| Vicki L. Fuller | — | — (less than 1%) | None | $10,001–$50,000 |
- Hedging policy: Company does not have a hedging policy for executive officers and Trustees at this time .
- Ownership guidelines: Not disclosed .
Governance Assessment
-
Strengths:
- Independent status; multi-committee engagement; chairs Compensation Committee—supports board effectiveness and independent oversight of director pay .
- Financially literate and seasoned institutional investor, with CIO background and deep pensions/asset management experience .
- Attendance met governance threshold (≥75%) in FY2024; regular executive sessions and independent committee chairs bolster oversight .
- Robust related-party and co-investment policies; no disclosed related-party transactions involving Fuller or her immediate family .
-
Alignment/risks:
- Low direct ownership in BXSL (no shares; “None” dollar range), and director compensation is entirely cash—limited “skin-in-the-game” alignment signal for this issuer (balanced by cross-fund holdings within the complex) .
- Multiple Blackstone-affiliated fund directorships (BCRED, BMACX) may create perceived interlocks; mitigated by formal independence determination and related-party safeguards .
- Company currently lacks a hedging policy for executives and Trustees—a modest governance red flag relative to alignment best practices .
-
RED FLAGS to monitor:
- Minimal BXSL share ownership and absence of an explicit hedging policy .
- Continued increases in fixed cash retainers/fees (retainer rose to $200,000 effective Apr 1, 2024) without corresponding ownership alignment mechanisms .