Richard A. Mark
Goldman Sachs BDCAbout Richard A. Mark
Richard A. Mark (age 71) is an Independent Director of Goldman Sachs BDC, Inc. (GSBD), serving since October 2020 and standing for re‑election as a Class II director at the 2025 annual meeting (term through 2028 if re‑elected) . He chairs GSBD’s Audit Committee and is designated the Board’s “audit committee financial expert,” reflecting a career as a Deloitte & Touche LLP partner and a certified public accountant; he also serves on multiple GSAM‑advised BDC affiliate boards and external boards (Viatris Inc.; Home Centered Care Institute) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Partner; led corporate development for advisory business | 2002–2015 | Senior leadership in advisory; accounting expertise |
| Arthur Andersen & Co. | Audit partner and prior roles | (prior to 2002) | Audit leadership; foundation of CPA credentials |
| Katy Industries, Inc. | Chair of the Board; Audit Committee member | Jul 2015–Aug 2016 | Board leadership during manufacturing company tenure |
| Mylan N.V. | Director | Jun 2019–Nov 2020 | Board service through combination forming Viatris |
| Almost Home Kids (affiliate of Lurie Children’s) | Director | May 2016–Dec 2021 | Nonprofit governance |
External Roles
| Organization | Category | Role | Since |
|---|---|---|---|
| Viatris Inc. | Public company | Director | 2020–Present |
| Home Centered Care Institute | Nonprofit | Director | 2021–Present |
| Goldman Sachs Middle Market Lending LLC II (GS MMLC II) | GSAM‑advised BDC affiliate | Director; Audit Committee Chair | Current |
| Goldman Sachs Private Credit Corp. (GS Credit) | GSAM‑advised BDC affiliate | Director; Audit Committee Chair | Current |
Board Governance
- Independence and role: Mark is an Independent Director under NYSE/Exchange Act and 1940 Act standards; he serves as Chair of GSBD’s Audit Committee and is the Board’s designated “audit committee financial expert” .
- Committee assignments: Audit (Chair); Governance & Nominating; Compensation; Compliance; Contract Review (all committee rosters list Mark as a member) .
- Board/committee activity (2024): Board held 5 formal meetings; each director attended at least 75% of Board and respective committee meetings; Audit Committee met 5 times; Governance & Nominating met 3 times; Compliance met 4 times; Contract Review met 1 time; Compensation Committee held no formal meetings (no executives are paid by GSBD) .
- Annual meeting presence: None of the Company’s directors attended the 2024 Annual Meeting of Stockholders (engagement flag for some investors) .
- Board leadership/structure: Board has seven members (six independent); Independent Director Timothy J. Leach serves as Chairman; Board maintains staggered classes and has adopted policies of a 15‑year service cap and retirement at age 75 (waivable by a majority of directors) .
Fixed Compensation
| Component (Director) | Amount or Policy | Source |
|---|---|---|
| Annual cash retainer (Independent Directors) | $125,000 (2024) | |
| Audit Committee Financial Expert additional fee | $15,000 (2024) | |
| Chairman of the Board additional fee | $36,000 (not applicable to Mark) (2024) | |
| Equity awards | None granted in 2024 | |
| Pensions/retirement benefits | None; no profit‑sharing | |
| Total 2024 compensation from GSBD (Mark) | $140,000 (includes $15,000 “audit committee financial expert” fee) | |
| Total 2024 compensation from GS Fund Complex (Mark) | $395,000 |
Notes: Independent Directors determine and recommend their own compensation levels, referencing peer BDCs and required time/effort; GSBD reimburses reasonable expenses and purchases D&O insurance .
Performance Compensation
| Item | Status/Details |
|---|---|
| Performance‑based cash bonus | Not applicable; director compensation is fixed cash retainers |
| Stock awards (RSUs/PSUs) | None granted in 2024 |
| Option awards | None granted in 2024 |
| Performance metrics tied to director pay | Not applicable (no variable or equity pay) |
| Clawbacks / tax gross‑ups | Not disclosed for directors |
Other Directorships & Interlocks
| Entity | Relationship to GSBD | Potential Interlock/Conflict Consideration |
|---|---|---|
| GS MMLC II; GS Credit | Affiliates advised by GSAM | Mark serves as Director and Audit Committee Chair on these GSAM‑advised vehicles; GSBD pays GSAM management/incentive fees, and the Board oversees advisor and related agreements via committee processes (oversight and potential related‑party considerations) . |
| Viatris Inc. | Unrelated public company | External public board; no disclosed direct customer/supplier overlap with GSBD in proxy . |
| Home Centered Care Institute | Nonprofit | External nonprofit board; no disclosed GSBD conflicts . |
Related‑party governance: GSBD’s Advisory Agreement with GSAM yielded $35.16m management fees and $23.92m incentive fees in 2024; Audit Committee reviews related‑party transactions; GSBD holds an SEC exemptive order for certain co‑investments with affiliates (amended June 25, 2024), creating potential portfolio overlap subject to Board‑set criteria and compliance with relief conditions .
Expertise & Qualifications
- CPA; former Deloitte partner and Arthur Andersen audit partner—deep accounting and transaction experience underpinning “audit committee financial expert” designation .
- Board leadership across public and private entities (Viatris; GSAM‑advised BDC affiliates), with audit chair roles at GS MMLC II and GS Credit .
Equity Ownership
| Measure | Value |
|---|---|
| Shares beneficially owned (Mark) | 17,667 |
| Dollar range of GSBD equity | Over $100,000 (based on $11.63 close on record date) |
| Shares outstanding (Record Date) | 117,297,222 |
| Ownership as % of outstanding (computed) | ~0.015% (17,667 / 117,297,222) |
Note: GSBD reports dollar ranges rather than exact valuations; directors’ dollar ranges determined using $11.63 NYSE close on the record date .
Shareholder Support (2025 Election)
| Nominee | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Richard A. Mark | 35,412,136.179 | 4,003,005.968 | 367,933.853 | 46,080,567.000 |
Governance Assessment
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Strengths
- Independent director with deep audit/accounting background; designated audit committee financial expert and Audit Committee Chair—key for BDC valuation, fair value oversight, and auditor independence .
- Active committee participation across governance, compliance, and contract review—expands oversight beyond audit (e.g., adviser agreement and service provider reviews) .
- Solid shareholder support in 2025 re‑election (absolute vote margin favorable) .
-
Watch items / potential red flags
- Director compensation is entirely cash with no equity component, which may limit direct equity alignment; no stock/options granted to directors in 2024 .
- None of the directors attended the 2024 Annual Meeting of Stockholders—can be viewed negatively on engagement by some investors .
- Multiple GSAM‑affiliated board roles (GS MMLC II, GS Credit) and GSBD’s reliance on GSAM (with significant advisory fees) necessitate continued vigilance on related‑party oversight; processes exist (Audit Committee review policy; co‑investment exemptive order conditions) but remain an inherent governance sensitivity .
- Compensation Committee held no formal meetings in 2024; context is that GSBD does not compensate executives, but investors may still prefer periodic formal reviews of compensation governance .
-
Attendance and engagement
- Each director attended at least 75% of Board and committee meetings in 2024; Board met 5 times; Audit 5; Governance & Nominating 3; Compliance 4; Contract Review 1; Compensation 0 .
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Policy guardrails
- Board tenure and age policies (15‑year cap; retirement at 75 unless waived) help renewal planning; independent chair framework supports oversight of adviser .
- Codes of Ethics, Business Conduct, Corporate Governance Guidelines/Director Charter, and insider trading/Rule 10b5‑1 repurchase policies are in place (policy availability noted) .
Overall, Mark brings strong audit and financial oversight credentials with broad committee engagement and adequate shareholder support; investors should monitor alignment given cash‑only board pay and ensure continued rigor around related‑party oversight with GSAM affiliates .