Jaime Ardila
About Jaime Ardila
Jaime Ardila, age 69, is an Independent Director of Goldman Sachs BDC, Inc. (GSBD), serving since February 2016 and standing for re‑election as a Class II director with a term to 2028 if elected; he previously served as Chairperson of GSBD’s Board . He brings extensive operating and governance experience from senior roles at General Motors and multiple public company boards, including Accenture plc (Finance Committee Chair; Audit and Governance & Nominations member) and Nexa Resources S.A. (Board Chair), underscoring deep financial oversight credentials . As an Independent Director per NYSE and 1940 Act definitions, he is not an “interested person” of the Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Motors Company | Executive Vice President; President, South America region | 2010–2016; GM tenure 1984–1996 and 1998–2016 | Led large operational footprint across LATAM; deep P&L oversight |
| N M Rothschild & Sons Ltd. | Managing Director, Colombian Operations | 1996–1998 | Corporate finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture plc | Director; Chair, Finance Committee; Member, Audit; Member, Governance & Nominations | 2013–Present | Finance oversight; audit and governance expertise |
| Nexa Resources S.A. | Chairperson of the Board | — (current) | Strategic and governance leadership in mining |
| Grupo Energía Bogotá | Director | — (current) | Board oversight in electric utilities |
| Ola Electric Mobility | Director (former) | 2019–2023 | EV sector exposure |
| Ecopetrol S.A. | Director (former); Chair, Audit Committee; Member, Business and Corporate Governance & Sustainability Committees | 2016–2019 | Audit leadership; governance and sustainability oversight |
Board Governance
- Independence: Classified as Independent Director under NYSE and 1940 Act; not deemed an “interested person” .
- Attendance/Engagement: Board held 5 formal meetings in 2024; each director attended at least 75% of Board and respective committee meetings; however, none of the directors attended the 2024 Annual Meeting of Stockholders (virtual) .
- Committee Assignments (GSBD): Audit (member), Governance & Nominating (member), Compensation (member), Compliance (member), Contract Review (member). Note: Richard A. Mark is Audit Chair; Timothy J. Leach chairs Governance & Nominating, Compliance, and Contract Review .
- Audit Committee Load: Ardila simultaneously serves on audit committees of more than three public companies; the Board determined this does not impair his effectiveness on GSBD’s Audit Committee .
| Committee | Role | Chair? | 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit | Member | No (Chair: Richard A. Mark) | 5 | Board assessed Ardila’s >3 audit committees load as acceptable |
| Governance & Nominating | Member | No (Chair: Timothy J. Leach) | 3 | Oversees director nominations and governance principles |
| Compensation | Member | No | 0 | GSBD executives are not compensated by the Company; committee inactive in 2024 |
| Compliance | Member | No (Chair: Timothy J. Leach) | 4 | Oversight of compliance processes (Company and service providers) |
| Contract Review | Member | No (Chair: Timothy J. Leach) | 1 | Oversight of advisory/administrative agreements with GSAM and affiliates |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (Cash, GSBD) | $125,000 | Independent Director fee for services rendered in 2024 |
| Additional GSBD Fees (Chair/Audit Expert) | $0 | Only Board Chair and designated “audit committee financial expert” receive additional fees; Ardila is neither |
| Total Compensation from Goldman Sachs Fund Complex | $445,000 | Aggregate compensation across GSBD and affiliated BDCs (SCH, GS PMMC II, GS MMLC II, PSLF, GS Credit, West Bay) |
| Equity Grants (Stock/Options) | None | Company did not award any portion of director fees in stock or options in 2024 |
| Pension/Retirement Benefits | None | GSBD does not provide pension or retirement benefits to directors |
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Stock Awards (RSUs/PSUs) | None | No equity component to director compensation in 2024 |
| Option Awards | None | No option awards to directors in 2024 |
| Performance Metrics (TSR, EBITDA, ESG) | Not applicable | Director pay is cash-based; no disclosed performance-linked metrics |
| Clawbacks/COC/Severance | Not disclosed | No director-specific clawback or change-of-control/severance terms disclosed in proxy |
Other Directorships & Interlocks
| Entity | Type | Role | Interlock/Notes |
|---|---|---|---|
| SCH (Silver Capital Holdings LLC) | Privately offered BDC (GSAM‑advised) | Chairperson of Board | GSAM‑affiliated vehicle; governance interlock |
| GS PMMC II | Privately offered BDC (GSAM‑advised) | Chairperson of Board | GSAM‑affiliated vehicle; governance interlock |
| PSLF (Phillip Street Middle Market Lending Fund LLC) | Privately offered BDC (GSAM‑advised) | Chairperson of Board | GSAM‑affiliated vehicle; governance interlock |
| GS Credit (Goldman Sachs Private Credit Corp.) | Privately offered BDC (GSAM‑advised) | Director | GSAM‑affiliated vehicle |
| Accenture plc | Public company | Director; Finance Chair; Audit & Governance member | Multiple audit committee memberships noted by GSBD Board |
| Nexa Resources S.A. | Public company | Chairperson of Board | Mining; chair role underscores governance leadership |
| Grupo Energía Bogotá | Public company | Director | Electric utility governance exposure |
| Ecopetrol | Public company (former) | Director; Audit Chair; Committee member | Prior audit committee leadership |
| Ola Electric Mobility | Private company (former) | Director | EV sector oversight |
Expertise & Qualifications
- 29 years at General Motors culminating as Executive Vice President and President of GM South America; seasoned operator with capital allocation and restructuring experience .
- Public company governance leader: Accenture Finance Chair; prior Audit Chair at Ecopetrol; multiple committee roles spanning audit, governance, and nominations .
- Demonstrated board leadership as prior Chairperson of GSBD’s Board and current chair roles across GSAM‑affiliated BDCs, evidencing strong governance and risk oversight capabilities .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (Shares) | 19,414 |
| Shares Outstanding (Record Date) | 117,297,222 |
| Ownership as % of Outstanding | ~0.0166% (19,414 / 117,297,222) |
| Dollar Range of Equity Owned | Over $100,000 (at $11.63/share on Record Date) |
Governance Assessment
- Strengths: Significant audit/finance governance experience (Accenture Finance Chair; prior Ecopetrol Audit Chair) and deep operating background at GM provide robust oversight on valuation, risk, and credit underwriting—a fit for BDC governance demands .
- Alignment: Holds 19,414 GSBD shares (>$100k), offering some skin‑in‑the‑game; however, GSBD provides no equity retainer, limiting ongoing alignment incentives in director pay mix .
- Engagement: Met Board/committee attendance thresholds (≥75%); note that no directors attended the 2024 Annual Meeting, which may be perceived negatively on shareholder engagement despite the virtual format .
- Conflicts/Related‑Party Exposure: Extensive interlocks with GSAM‑affiliated BDCs (chairs multiple) and GSAM’s advisory relationship with GSBD (fee‑based), plus SEC co‑investment exemptive relief that permits portfolio overlap across Goldman‑managed accounts—heightening conflict management needs (mitigated by committee oversight and policies) .
- Risk Indicator: Simultaneous service on >3 public company audit committees flagged and specifically assessed; GSBD’s Board concluded it does not impair Audit Committee effectiveness, but investors may monitor aggregate commitments .
- Compensation Structure: Cash‑only director compensation (no equity, options, pensions) at GSBD; total pay from Goldman Sachs Fund Complex materially higher due to multiple affiliated boards, which may raise perceived affiliation bias—counterbalanced by formal independence status and multi‑committee service at GSBD .