Ross J. Kari
Goldman Sachs BDCAbout Ross J. Kari
Independent Class III Director of Goldman Sachs BDC, Inc. (GSBD); age 66; director since August 2015 with current term expiring at the 2026 annual meeting. Retired finance executive, formerly EVP & CFO of Freddie Mac (2009–2013), with prior senior posts at SAFECO, Federal Home Loan Bank of San Francisco, and Wells Fargo & Co (19 years). Beneficial owner of 10,000 GSBD shares; independence affirmed under NYSE and 1940 Act standards; Board notes his experience in financial and investment matters as key qualification .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Home Loan Mortgage Corp (Freddie Mac) | EVP & Chief Financial Officer | 2009–2013 | Senior finance leadership at GSE |
| KKR Financial Holdings LLC | Board Member | 2007–2014 | Board, capital markets oversight |
| Summit Bank | Director; Audit Committee member; ALCO Chairperson | 2014–2022 | Audit oversight; Asset-Liability Committee leadership |
| SAFECO Corporation | Senior management | Not disclosed | Insurance finance/operations |
| Federal Home Loan Bank of San Francisco | Senior management | Not disclosed | Treasury/finance |
| Wells Fargo & Company | Various roles; began career | 19 years | Banking, risk, finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Silver Capital Holdings LLC (SCH) | Director | Current | GSAM-advised privately offered BDC |
| Goldman Sachs Private Middle Market Credit II LLC (GS PMMC II) | Director | Current | GSAM-advised privately offered BDC |
| Phillip Street Middle Market Lending Fund LLC (PSLF) | Director | Current | GSAM-advised privately offered BDC |
| Goldman Sachs Private Credit Corp. (GS Credit) | Director | Current | GSAM-advised privately offered BDC |
Board Governance
- Board composition: 7 directors, 6 Independent; Chairman: Timothy J. Leach (Independent) .
- Committee memberships (Kari): Audit Committee; Governance & Nominating Committee; Compensation Committee; Compliance Committee; Contract Review Committee. No chair roles; Audit Committee chaired by Richard A. Mark (designated “audit committee financial expert”) .
- Meeting activity (2024): Board met 5 times; Audit Committee 5; Governance & Nominating 3; Compliance 4; Contract Review 1; Compensation Committee held no formal meetings. Each director attended ≥75% of Board and committee meetings. None of the Company’s directors attended the 2024 Annual Meeting of Stockholders (virtual) .
- Independence: Kari is an Independent Director under NYSE and 1940 Act; not an “Interested Director” .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (Independent Director) | $125,000 | Standard director fee |
| Committee chair fees | $0 | Kari held no chair positions; Board chair fee is $36,000 (Leach) |
| Audit committee financial expert fee | $0 | $15,000 applies to designated expert (Mark), not Kari |
| Meeting fees | Not disclosed | No per-meeting fees disclosed |
| Total compensation from GSBD | $125,000 | FY2024 |
| Total compensation from Goldman Sachs Fund Complex | $409,000 | Aggregate across GSBD, SCH, GS PMMC II, GS MMLC II, PSLF, GS Credit, West Bay |
| Equity/option awards | None | Company did not award stock or options in 2024 |
| Pension/retirement benefits | None | No profit-sharing or pensions for directors |
Performance Compensation
| Metric/Instrument | Detail | Vesting | Notes |
|---|---|---|---|
| Cash bonus (director) | Not applicable | — | Directors compensated via fixed fees; no bonus disclosure |
| RSUs/PSUs | None | — | No stock awards granted in 2024 |
| Stock options | None | — | No options granted in 2024 |
| Performance metrics (TSR/EBITDA/ESG) | Not applicable | — | No performance-based director comp disclosed |
| Severance/CoC provisions | Not disclosed | — | No director severance/CoC terms disclosed |
| Clawback provisions (director comp) | Not disclosed | — | Company maintains Codes of Ethics/Conduct; no comp-specific clawback disclosed |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| SCH; GS PMMC II; PSLF; GS Credit | Privately offered BDCs | Director | Overlapping boards within GSAM-advised fund complex may create alignment with adviser ecosystem; monitored via Committee oversight and related-party policies . |
| KKR Financial Holdings LLC | Public (historical) | Director (2007–2014) | Prior external capital markets experience . |
| Summit Bank | Bank (private/regional) | Director (2014–2022) | Audit and ALCO responsibilities . |
- Related-party ecosystem: GSBD pays GSAM a 1.00% management fee and incentive fees; total fees paid to GSAM in 2024 were $59.08 million ($35.16m management, $23.92m incentive), underscoring adviser relationship oversight (Contract Review Committee) .
- Co-investment relief: SEC exemptive relief permits GSBD to co-invest with Goldman Sachs affiliates (amended June 25, 2024), increasing portfolio overlap across GSAM-advised accounts—Board oversight via established criteria and conditions .
Expertise & Qualifications
- Core credentials: Former CFO of a GSE (Freddie Mac); extensive banking/insurance finance background; prior board audit/ALCO leadership; Board explicitly cites his financial and investment expertise as rationale for continued service .
- Audit expertise: While experienced, he is not the designated “audit committee financial expert” (that is Richard A. Mark) .
Equity Ownership
| Item | Value | As-of | Notes |
|---|---|---|---|
| Total shares beneficially owned | 10,000 | Record Date: March 31, 2025 | Less than 1% of outstanding |
| Ownership % of shares outstanding | <1% | 117,297,222 shares outstanding | Calculated by company; “*” denotes <1% |
| Dollar range | Over $100,000 | Based on $11.63 closing price | Company methodology specified |
| Vested vs unvested | Not applicable | — | No director equity awards outstanding |
| Pledged shares | Not disclosed | — | No pledging disclosure in proxy |
Insider Trades (Form 4)
| Date (Trade) | Reporting Owner | Security | Action | Shares | Price | Ownership Type | Source |
|---|---|---|---|---|---|---|---|
| 2017-05-23 | Kari Ross Jay (By The Kari Family Trust U/A/D 6/15/99) | Common Stock | Purchase (P) | 5,000 | $22.2358 | Indirect (I) | |
| 2020-03-20 | Kari Ross Jay (By The Kari Family Trust U/A/D 6/15/99) | Common Stock | Purchase (P) | 5,000 | $11.8087 | Indirect (I) |
As of March 31, 2025, beneficial ownership remains 10,000 shares per proxy; no recent Form 4 activity by Kari noted in 2024–2025 filings .
Governance Assessment
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Strengths
- Independent director with deep finance/CFO background; serves on all key governance committees (Audit; Governance & Nominating; Compensation; Compliance; Contract Review), supporting board effectiveness .
- Meeting engagement: attended ≥75% of Board/committee meetings in 2024; committee cadence evidences ongoing oversight (Audit 5; Governance 3; Compliance 4; Contract Review 1) .
- Ownership alignment: holds 10,000 shares; dollar range “over $100,000,” though director compensation is all-cash with no equity grants—reduces pay-related conflicts .
-
Watch items / potential conflicts
- Did not attend the 2024 Annual Meeting of Stockholders along with all directors—investor engagement optics; note meeting was virtual .
- Multiple directorships across GSAM-advised BDCs (SCH, GS PMMC II, PSLF, GS Credit) plus GS Group’s 5.6% ownership and significant advisory fees ($59.08m paid in 2024) may create perceived adviser-centric ecosystem; mitigated by independent-majority Board, committee oversight, related-party review, and SEC co-investment order conditions .
- Not the designated “audit committee financial expert” (Mark holds that role), though Kari sits on Audit Committee—no direct issue, but relevant for audit oversight expectations .
-
Signals affecting investor confidence
- Independent, seasoned finance executive on all major committees is a positive governance signal. Absence at annual meeting is a minor engagement flag. The GSAM fee/co-investment environment requires continued rigorous independent oversight to avoid conflicts; Board structures exist to address these risks .