Carlos E. Evans
Goldman Sachs BDCAbout Carlos E. Evans
Carlos E. Evans (age 73) is an Independent Director of Goldman Sachs BDC, Inc. (GSBD), serving since October 2020 with a current Class I term expiring in 2027. He is a retired banking executive with deep commercial banking leadership experience at Wells Fargo/Wachovia, First Union and Bank of America and chairs the board of Highwoods Properties, Inc., bringing credit, governance, and risk oversight expertise to GSBD’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo Bank | Executive Vice President; Group Head, Eastern Division Commercial Banking | Until retirement in 2014 | Senior leadership across commercial banking |
| Wachovia Corporation | Wholesale Banking Executive; Executive Vice President | 2006–2009 | Leadership during pre-merger period (merged into Wells Fargo in 2009) |
| First Union National Bank | Senior management roles | Not specified | Predecessor institutions experience |
| Bank of America & predecessors (e.g., NationsBank, NCNB) | Senior management roles | Various (joined banking in 1973) | Broad banking operations background |
| Sykes Enterprises, Inc. | Director | 2016–2021 | Oversight in outsourced customer contact services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Highwoods Properties, Inc. (public REIT) | Chairman of the Board; Chair, Compensation/Governance Committee; Member, Executive Committee | Chair since 2018 | Compensation/governance leadership and executive oversight |
| National Coatings and Supplies Inc. (private) | Director | 2015–Present | Board oversight |
| Warren Oil Company, LLC (private) | Director | 2016–Present | Board oversight |
| American Welding & Gas Inc. (private) | Director | 2015–Present | Board oversight |
| Johnson Management (private) | Director | 2015–Present | Board oversight |
| GS-affiliated BDCs (GS MMLC II; GS Private Credit Corp.; West Bay BDC LLC) | Director | Various | Affiliated fund boards—potential co-investment interlocks |
Board Governance
- Status: Independent Director under NYSE and Exchange Act Section 10A(m)(3) .
- Tenure: Director since October 2020; Class I term through 2027; board policy caps service at 15 years and requires retirement in the year a director turns 75 unless waived .
- Attendance: Board met 5 times in 2024; Evans attended ≥75% of Board and committee meetings. Note: none of the directors attended the 2024 Annual Meeting of Stockholders (shareholder engagement signal) .
- Executive sessions: Chair presides over all executive sessions of Independent Directors .
Committee Assignments (2024)
| Committee | Evans Membership | Committee Chair | 2024 Formal Meetings |
|---|---|---|---|
| Audit | Member | Richard A. Mark | 5 |
| Governance & Nominating | Member | Timothy J. Leach | 3 |
| Compensation | Member | Not specified | 0 |
| Compliance | Member | Timothy J. Leach | 4 |
| Contract Review | Member | Timothy J. Leach | 1 |
Fixed Compensation
- Compensation structure: GSBD pays Independent Directors a cash-only annual director fee; no equity awards, options, pension, or profit-sharing. Chair of the Board receives an additional $36,000; the designated “audit committee financial expert” receives an additional $15,000 (Evans holds neither designation) .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| GSBD Director Cash Retainer (Evans) | $125,000 | $125,000 |
| Total Compensation from Goldman Sachs Fund Complex (Evans) | $333,288 | $376,667 |
| Equity/Options Granted | None | None |
| Pension/Retirement Benefits | None | None |
Performance Compensation
- Not applicable. GSBD does not award performance-based compensation (bonuses, RSUs/PSUs, options) to directors; no performance metrics, vesting schedules, change-in-control, clawback, or tax gross-ups disclosed for directors .
Other Directorships & Interlocks
| Entity | Type | Role | Interlock/Conflict Consideration |
|---|---|---|---|
| Highwoods Properties, Inc. | Public company (REIT) | Chairman; committee leadership | Independent external role; governance expertise |
| GS MMLC II; GS Private Credit Corp.; West Bay BDC LLC | GS-affiliated private BDCs | Director | Potential interlock with GSBD via GSAM co-investment relief; overlapping portfolios possible |
| National Coatings and Supplies; Warren Oil; American Welding & Gas; Johnson Management | Private companies | Director | No related-party transactions disclosed with GSBD |
Expertise & Qualifications
- Commercial banking leadership (Wells Fargo/Wachovia/First Union/Bank of America) and credit risk oversight over decades .
- Public company board chair experience and compensation/governance committee leadership at Highwoods Properties .
- Broad committee participation at GSBD across audit, governance, compliance, compensation, and contract review .
Equity Ownership
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Shares Beneficially Owned | 14,446 | 14,446 |
| Dollar Range of Ownership | Over $100,000 | Over $100,000 |
| Shares Outstanding | 112,103,346 | 117,297,222 |
| Ownership (% of Shares Outstanding) | 0.0129% (14,446/112,103,346) | 0.0123% (14,446/117,297,222) |
Related Party Transactions and Conflicts Oversight
- GSAM Investment Management Agreement: GSBD pays a 1.00% annual management fee on average gross assets and incentive fees tied to income above hurdle and capital gains. Fees paid: $70.22M in 2023 ($35.83M management; $34.39M incentive) and $59.08M in 2024 ($35.16M management; $23.92M incentive) .
- Co-investment relief: SEC exemptive relief permits negotiated co-investments with GSAM-managed accounts (including Goldman Sachs proprietary accounts), amended in June 2024 to allow certain follow-on investments; potential portfolio overlap among GSBD and GSAM affiliates. Audit Committee reviews related party transactions per policy .
- Audit/Independence: Audit Committee (Evans is a member) pre-approves audit and certain non-audit services; PwC audit-related and independence disclosures provided; GSAM affiliates incur substantial non-audit services unrelated directly to GSBD’s reporting .
Governance Assessment
-
Strengths:
- Broad committee coverage and independence; Evans attended ≥75% of meetings; committee structure provides strong oversight over audit, compliance, governance, and contract review .
- External board leadership (Highwoods Chair; compensation/governance chair role) adds governance and capital markets sophistication .
- Ownership: beneficial ownership of 14,446 GSBD shares; dollar range over $100k, indicating some alignment with shareholders .
-
RED FLAGS / Watchpoints:
- No attendance by any directors at the 2024 Annual Meeting of Stockholders—signal on shareholder engagement practices .
- Affiliation interlocks: simultaneous GS-affiliated BDC board roles amid co-investment relief and material GSAM fee arrangements create structural conflicts that rely on board/committee oversight and policies; continued vigilance on allocation, valuation, and related-party processes is warranted .
- Compensation alignment: director pay is entirely fixed cash with no performance linkage; while common for BDC boards, it provides limited pay-for-performance signaling; however, GSBD discloses no equity grants or pensions for directors .
-
Succession/tenure:
- Board policies require retirement in the calendar year a director turns 75 and cap service at 15 years, implying limited remaining tenure without a waiver (Evans age 73) .
Overall, Evans contributes substantial credit, governance, and audit oversight expertise; key investor-focus areas remain oversight of GSAM-related party dynamics, co-investment allocations, and continued improvements in shareholder engagement (annual meeting attendance).