Caroline Kraus

About Caroline Kraus

Caroline Kraus is Chief Legal Officer (CLO) and Secretary of Goldman Sachs BDC, Inc. (GSBD), serving in the role since August 2022; she is 47 years old and is also a Managing Director and Senior Counsel at Goldman Sachs Asset Management (GSAM) . She joined Goldman Sachs in 2006 following prior experience as an associate at Weil, Gotshal & Manges LLP, and serves as CLO/Secretary across multiple affiliated GSAM private BDCs . GSBD is externally managed; the company does not pay compensation to executive officers and does not disclose officer-specific pay-for-performance metrics (e.g., TSR, revenue/EBITDA targets) in its proxy, limiting visibility into incentive alignment at the registrant level .

Past Roles

External Roles

Fixed Compensation

• GSBD does not pay compensation to its executive officers. As a result, base salary, target/actual bonus, or equity grants for Ms. Kraus are not disclosed by GSBD; the Compensation Committee did not hold formal meetings because executives are not compensated by the Company .
• GSBD is externally managed by GSAM; certain GSBD officers (including Ms. Kraus) are employees of GSAM, and GSBD pays GSAM management and incentive fees under the Investment Management Agreement rather than compensating executive officers directly .

Performance Compensation

• No company-paid performance or equity compensation is disclosed for executive officers, including Ms. Kraus, given GSBD’s externally managed structure (no officer compensation paid by GSBD) .
• Accordingly, GSBD’s proxy does not present officer-level performance metric weightings, targets, or payouts (e.g., revenue growth, EBITDA, TSR-linked PSUs) for Ms. Kraus .

Equity Ownership & Alignment

Employment Terms

• Office held at the pleasure of the Board: Each officer serves until the next election of officers and until a successor is duly elected and qualifies, underscoring at-will service from GSBD’s perspective .
• Externally managed structure: Certain GSBD officers are officers/employees of GSAM; the proxy does not disclose individual employment contracts, non‑competes, severance, or change‑of‑control economics for executive officers at the company level .

Investment Implications

• Compensation alignment transparency: Because GSBD does not pay or disclose executive compensation for officers (compensated at GSAM), investors have limited visibility into Ms. Kraus’s cash/equity mix, performance metrics, and vesting schedules—reducing direct pay‑for‑performance signal tracking at GSBD .
• Ownership alignment: No GSBD beneficial ownership is disclosed for Ms. Kraus, limiting “skin‑in‑the‑game” indicators at the registrant level; governance alignment relies on GSBD’s Codes of Ethics and insider trading policy rather than officer equity stakes .
• Retention and transition risk: Ms. Kraus’s long GSAM tenure (since 2006) and multi‑entity CLO/Secretary responsibilities suggest deep institutional knowledge; however, as an employee of GSAM serving at the pleasure of the GSBD Board, retention risk and succession are primarily functions of GSAM personnel management and Board officer elections rather than company‑level contracts disclosed in the proxy .
• Trading signals: Proxy materials do not provide Form 4 activity or officer‑level equity award details; with no disclosed holdings, insider selling pressure signals tied to Ms. Kraus are not available from GSBD’s proxy. Monitor Section 16 filings for updates.

Overall: GSBD’s external management model centralizes compensation and employment arrangements at GSAM, resulting in minimal officer pay and ownership disclosure at GSBD. For Ms. Kraus, alignment must be inferred from governance roles, tenure, and GSBD’s ethics/insider policies rather than direct equity or disclosed performance‑pay structures .