David Miller
Goldman Sachs BDCAbout David Miller
David Miller is Co-Chief Executive Officer and Co-President of Goldman Sachs BDC, Inc. (GSBD) and has served in this role since August 2022; he is 55 as of the 2025 proxy and is Co-Head of Goldman Sachs Asset Management (GSAM) Private Credit in the Americas . He co-founded Goldman Sachs’ middle market origination effort in 2004, has led that business since 2013, and was named Managing Director in 2012 and Partner in 2014 . Under his tenure, GSBD reported quarterly net investment income (NII) per share of $0.40 in Q3 2025 versus $0.58 in Q3 2024, and NAV per share of $12.75 at September 30, 2025 versus $13.41 at December 31, 2024, reflecting portfolio mark-to-market dynamics and fee accruals typical of externally managed BDCs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GE Capital | Senior Vice President of Originations (Media & Telecom) | Prior to 2004 (exact dates not disclosed) | Structured and originated sector loans; foundation for middle-market credit expertise |
| SunTrust Bank | Director (Middle Market lending) | Prior to 2004 (exact dates not disclosed) | Originated and managed middle market loans; expanded origination network |
External Roles
| Organization | Role | Years |
|---|---|---|
| Goldman Sachs Asset Management (Private Credit, Americas) | Co-Head | Ongoing (current) |
| Silver Capital Holdings LLC (SCH) | Co-CEO & Co-President | Since Aug 2022 |
| Goldman Sachs Private Middle Market Credit II LLC (GS PMMC II) | Co-CEO & Co-President | Since Aug 2022 |
| Goldman Sachs Middle Market Lending LLC II (GS MMLC II) | Co-CEO & Co-President | Since Aug 2022 |
| Phillip Street Middle Market Lending Fund LLC (PSLF) | Co-CEO & Co-President | Since Aug 2022 |
| Goldman Sachs Private Credit Corp. (GS Credit) | Co-CEO & Co-President | Since Aug 2022 |
| West Bay BDC LLC (West Bay) | Co-CEO & Co-President | Since Aug 2022 |
Fixed Compensation
GSBD does not pay compensation to its executive officers; they are employees of GSAM. The Compensation Committee did not hold formal meetings in 2024 because no executive officers are compensated by the Company .
| Item | Company-Paid Amount |
|---|---|
| Executive officer compensation (salary/bonus/equity paid by GSBD) | None |
Performance Compensation
GSBD’s pay-for-performance economics occur via its external Investment Management Agreement with GSAM, not through company-paid executive pay. Fees are explicitly tied to asset levels and investment performance.
| Metric | Mechanism | Target/Hurdle | Basis | Payout Linkage | Vesting |
|---|---|---|---|---|---|
| Management Fee | 1.00% annual (0.25% per quarter) of average gross assets (excludes cash & equivalents) | N/A | Average gross assets over two most recent quarters | Paid to GSAM; scales with asset growth | N/A |
| Incentive Fee (Ordinary Income) | Paid on income exceeding hurdle rate | “Hurdle rates” (specific rate not disclosed in proxy) | Ordinary income | Aligns to recurring NII generation | N/A |
| Incentive Fee (Capital Gains) | Paid on realized capital gains | N/A | Realized gains | Aligns to net realized performance | N/A |
Supporting data:
- 2024 fees paid to GSAM: $59.08 million total ($35.16m management; $23.92m incentive) .
- 2023 fees paid to GSAM: $70.22 million total ($35.83m management; $34.39m incentive) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Shares beneficially owned by David Miller | 20,000 (beneficial ownership) |
| Ownership percentage | <1% of outstanding |
| Shares outstanding at record date | 117,297,222 (as of Mar 31, 2025) |
| Nature of ownership designation | Beneficial (Rule 13d-3) |
| Insider trading/repurchase policies | Insider trading policy and Rule 10b5-1-compliant repurchase policy filed with 10-K exhibits |
Note: No disclosure of pledging, hedging of personal holdings, or stock ownership guideline requirements for executive officers appears in GSBD’s proxy materials; GSBD indicates compliance policies and codes of ethics but does not specify anti-pledging language for executives in the proxy excerpts reviewed .
Employment Terms
| Item | Detail |
|---|---|
| Position | Co-Chief Executive Officer and Co-President |
| Start date in current role | August 2022 |
| Employment contract with GSBD | None disclosed; executives are GSAM employees; GSBD pays GSAM under the Investment Management Agreement |
| Severance / Change-of-control | Not disclosed for executives (GSBD does not compensate executive officers) |
| Non-compete / Non-solicit | Not disclosed |
| Additional governance notes | GSBD indicates no personal loans to directors or executive officers |
Performance & Track Record
| Metric | Period 1 | Period 2 |
|---|---|---|
| NII per share ($) | Q3 2024: $0.58 | Q3 2025: $0.40 |
| NAV per share ($) | Dec 31, 2024: $13.41 | Sep 30, 2025: $12.75 |
| Total fees paid to GSAM ($mm) | FY 2023: $70.22 (Mgmt $35.83; Incentive $34.39) | FY 2024: $59.08 (Mgmt $35.16; Incentive $23.92) |
Selected strategic actions and context:
- GSBD maintains co-investment exemptive relief enabling negotiated co-investments with GSAM-managed accounts, amended by the SEC on June 25, 2024 to broaden follow-on participation flexibility; supports scaling and deal flow under Miller’s GSAM Private Credit leadership .
- Reported Q3 2025 operating detail includes management and incentive fee accruals consistent with external manager structures; base and supplemental distribution framework was announced in Feb 2025 (company-level dividend policy context) .
Compensation Structure Analysis
- External management model: Executives (including Miller) are compensated by GSAM; GSBD pays GSAM a management fee linked to asset levels and incentive fees linked to ordinary income above a hurdle and capital gains, directly aligning adviser compensation with company performance metrics (NII and realized gains) .
- No GSBD-paid executive equity grants, salaries, or bonuses: Proxy states no compensation to executive officers; Compensation Committee did not meet in 2024 given this structure .
- Director pay only: Independent directors receive fixed retainers; interested director receives none; not directly relevant to Miller’s compensation .
Risk Indicators & Red Flags
- Related-party economics disclosed and approved: Investment Management Agreement terms and board/shareholder approvals under the Investment Company Act; reliance on GSAM for management and fees may raise typical external manager alignment questions but are fully disclosed and governed .
- No personal loans to executives: GSBD confirms it has not extended credit or personal loans to directors or executive officers .
- Compliance infrastructure: Codes of Ethics, Business Conduct, and insider trading policy/Rule 10b5-1 repurchase policy on file; Sarbanes-Oxley compliance noted .
Investment Implications
- Alignment: Miller’s economics are primarily through GSAM/Goldman Sachs partnership rather than GSBD-paid executive pay; adviser incentive fee structure ties compensation to NII above hurdle and capital gains, supporting performance-linked pay at the adviser level .
- Ownership: Miller’s disclosed stake of 20,000 shares (<1%) implies limited direct equity alignment at the GSBD entity level; no pledging disclosures identified in proxy materials reviewed .
- Retention risk: As a Goldman Sachs Partner and Co-Head of GSAM Private Credit, retention and continuity are anchored within GSAM; GSBD relies on GSAM’s platform breadth, co-invest relief, and investment processes under Miller’s co-leadership .
- Trading signals: Absence of GSBD-paid equity grants reduces insider selling pressure from vesting cycles; company-level distributions and NII trends, plus disclosed fee accruals, are more indicative of quarter-to-quarter performance than individual insider activity; governance policies and no personal loans to officers reduce certain risk flags .