Kaysie Uniacke

About Kaysie Uniacke

Kaysie P. Uniacke, age 64, serves as GSBD’s sole “Interested Director” (not independent) and has been on the Board since January 2014; she is a Class II director whose term was up in 2025 and was nominated for re‑election through 2028. Her core credentials include senior leadership across Goldman Sachs Asset Management (GSAM), including Chairperson of Goldman Sachs Asset Management International and Advisory Director at Goldman Sachs, and prior roles as global COO of GSAM’s portfolio management business, President of Goldman Sachs Trust, and head of key GSAM distribution and cash services businesses. She was named GS managing director in 1997 and partner in 2002.

Past Roles

External Roles

Board Governance

• Classification and Independence: Sole “Interested Director” due to positions at Goldman Sachs and GSAM; not independent under NYSE/1940 Act standards. Class II director since January 2014; nominated to serve through 2028 if re‑elected.
• Committee Assignments: Standing committees (Audit; Governance & Nominating; Compensation; Compliance; Contract Review) are comprised entirely of Independent Directors; Ms. Uniacke is not listed as a member.
• Board/Committee Activity and Attendance: Board held five formal meetings in 2024; each director attended at least 75% of Board and committee meetings; none of the Company’s directors attended the 2024 Annual Meeting of Stockholders.
• Executive Sessions: The independent Chairman (Timothy J. Leach) presides over all executive sessions of the Independent Directors without management.
• Retirement/Term Policies: No director may serve more than 15 years; mandatory retirement at age 75 absent a Board waiver.

Fixed Compensation

• Ms. Uniacke receives no compensation from GSBD or the Goldman Sachs Fund Complex for her service as an Interested Director.
• For context, Independent Directors received a $125,000 annual fee for 2024; chair and audit committee financial expert received additional annual fees ($36,000 and $15,000 respectively), but these do not apply to Ms. Uniacke.

Performance Compensation

• GSBD does not pay performance‑linked compensation to Ms. Uniacke; executive officers are not compensated by GSBD and the Compensation Committee did not meet in 2024 as there is no company‑paid executive compensation.

Other Directorships & Interlocks

• GS Group beneficial ownership in GSBD: 6,511,381 shares (5.6%) as of the record date; GS subsidiaries hold a portion and intend to mirror vote discretionary shares.
• Investment Management Agreement: GSBD pays GSAM a 1.00% annual management fee (on gross assets) and performance‑based incentive fees; fees paid in 2024 totaled $59.08 million ($35.16 million management; $23.92 million incentive).
• License Agreement: GSBD’s right to use the “Goldman Sachs” name is contingent on GSAM or other Goldman Sachs affiliate serving as adviser and compliance with law/regulatory considerations.
• Co‑Investment Exemptive Relief: SEC orders (Nov 16, 2022; amended Jun 25, 2024) permit co‑investment and certain follow‑on investments with GS affiliates, leading to potential portfolio overlap across GS‑managed accounts.

Expertise & Qualifications

• Extensive financial/investment oversight experience from GSAM leadership; oversight of distribution channels with >$200B client assets and global cash services exceeding $100B; senior governance across GS funds and BDCs; GS managing director (1997) and partner (2002).

Equity Ownership

Note: 117,297,222 shares outstanding at the record date; ownership percentage is derived from disclosed counts.

Governance Assessment

• Positives

  • Board structure is majority independent (6 of 7 directors) with all standing committees comprised of Independent Directors; an audit committee financial expert is designated; robust committee activity (Audit 5 meetings; Governance & Nominating 3; Compliance 4; Contract Review 1).
  • Ms. Uniacke brings deep GSAM operational and governance expertise with long‑tenured experience across portfolio management, distribution, and cash services, supporting board oversight of investment processes and risk.

• Risks and RED FLAGS

  • Independence: Ms. Uniacke is the sole “Interested Director” due to current positions with Goldman Sachs and GSAM—this is not an independent director role. Potential for perceived conflicts given affiliation with the investment adviser that receives significant fees from GSBD.
  • Related‑party exposure: GSAM fee structure (management + incentive fees), name license dependence on GS affiliation, and SEC co‑investment relief enabling portfolio overlaps across GS accounts heighten conflict‑management needs.
  • Shareholder engagement: None of the Company’s directors attended the 2024 Annual Meeting of Stockholders, which may be viewed negatively for engagement optics.

• Overall: The Board’s independent majority and committee composition mitigate some conflict risks inherent in an adviser‑affiliated director. However, the combination of fee arrangements, branding license dependence, and co‑investment structures requires vigilant committee oversight to ensure alignment with stockholder interests.