Susan B. McGee
Goldman Sachs BDCAbout Susan B. McGee
Independent Director at Goldman Sachs BDC, Inc. (GSBD); age 66; director since June 2018, currently serving a Class I term expiring in 2027. Background spans 26 years at U.S. Global Investors, Inc., including President, General Counsel, and Chief Compliance Officer; governance roles include vice president of U.S. Global Investors Funds and service on the Investment Company Institute (ICI) Board of Governors and Small Funds Committee. Current outside boards include ETTL Engineers and Consultants Inc. and HIVE Digital Technologies Ltd; prior director at Nobul Corporation (2019–2022). The Board cites her experience in financial and investment matters as a core qualification for continued service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Global Investors, Inc. | President; General Counsel; Chief Compliance Officer | ~1992–2018 (26 years) | Led legal, compliance, and executive functions; cited as basis for financial/investment expertise . |
| U.S. Global Investors Funds | Vice President | Through June 2018 | Fund governance experience . |
| Investment Company Institute (ICI) | Board of Governors; Chair, Small Funds Committee | Through June 2018 | National fund industry governance leadership . |
| San Antonio Sports Foundation | Director (non-profit) | Not specified | Community governance involvement . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| ETTL Engineers and Consultants Inc. | Director | 2018–Present | Current directorship . |
| HIVE Digital Technologies Ltd | Director | 2021–Present | Current public-company board service . |
| Nobul Corporation | Director | 2019–2022 | Former directorship (digital real estate) . |
| GS-managed BDCs (SCH; GS PMMC II; PSLF; GS Credit) | Director | Current | Affiliated fund complex roles under GSAM oversight . |
Board Governance
- Independence: Classified as an Independent Director under NYSE standards and Section 10A(m)(3) of the Exchange Act .
- Tenure and class: Class I Director; director since June 2018; term expires 2027 .
- Committee assignments: Member of Audit (Mark, Chair), Governance & Nominating (Leach, Chair), Compensation, Compliance (Leach, Chair), and Contract Review (Leach, Chair) Committees; no chair roles disclosed for McGee .
- Attendance: Board held five formal meetings in 2024; each director attended at least 75% of Board and applicable committee meetings. No directors attended the 2024 Annual Meeting of Stockholders .
- Executive sessions and leadership: Independent director Timothy J. Leach serves as Chairman of the Board, presiding over executive sessions without management .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual Independent Director Fee (GSBD) | $125,000 | Standard for Independent Directors . |
| Chairman premium | N/A | Only applies to Chairman (+$36,000); McGee is not Chair . |
| Audit committee financial expert premium | N/A | $15,000 applies to designated expert (Mark), not McGee . |
| Total GSBD Compensation (McGee) | $125,000 | As reported for FY 2024 . |
| Total Compensation from Goldman Sachs Fund Complex | $385,000 | Aggregates service across GSBD, SCH, GS PMMC II, GS MMLC II, PSLF, GS Credit, West Bay . |
| Equity/Options | None | “No portion of fees awarded in stock or options” in 2024; no pension/retirement benefits . |
Performance Compensation
- No performance-based pay, stock awards, or options are disclosed for directors; the company did not grant equity or options in 2024 to directors, and directors receive no pension or retirement benefits .
| Metric Category | Disclosed? | Detail |
|---|---|---|
| RSUs/PSUs (grant date, shares, fair value) | No | Company states no stock or options for directors in 2024 . |
| Options (strike, expiration, vesting) | No | No options granted . |
| Performance metrics (TSR, EBITDA, ESG) | No | Director comp is cash retainer-based . |
| Clawbacks, severance, change-of-control | No | Not applicable to director compensation; not disclosed . |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Consideration |
|---|---|---|---|
| HIVE Digital Technologies Ltd | Director | Not disclosed | External public-company board seat; unrelated to GSAM . |
| ETTL Engineers and Consultants Inc. | Director | Not disclosed | Private company board; unrelated to GSAM . |
| SCH; GS PMMC II; PSLF; GS Credit (GSAM-managed BDCs) | Director | Not disclosed | Affiliated funds overseen by GSAM; potential perception risk due to adviser affiliation and co-investment framework . |
Potential conflict lens: GSBD is externally managed by GSAM and relies on an SEC exemptive order permitting co-investments alongside GSAM-managed accounts, creating portfolio overlap across the “Accounts.” This structure demands strong committee oversight for fairness in allocations and related-party transactions .
Expertise & Qualifications
- Financial/investment governance expertise from senior executive/legal/compliance roles at U.S. Global Investors; fund governance experience across multiple investment vehicles and industry bodies (ICI) .
- Board’s rationale emphasizes capacity to address financial/legal issues, exercise business judgment, and represent stockholder interests; McGee was deemed well-qualified to continue serving as director .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Dollar Range | Context |
|---|---|---|---|---|
| Susan B. McGee | 21,787 | <1% | Over $100,000 | Outstanding shares were 117,297,222 at record date; dollar range based on $11.63 NYSE price . |
Insider Trades
| Date Filed | Trade Date | Type | Shares | Price | Ownership After | Notes |
|---|---|---|---|---|---|---|
| 2021-03-12 | 2021-03-11 | Purchase | 8,000 | $19.2691 | 21,787 | By Susan McGee Trust (Form 4) . |
| 2021-03-12 | 2021-03-10 | Purchase | 13,787 | $19.1943 | 21,787 | By Susan McGee Trust (Form 4) . |
Latest beneficial ownership in proxy shows 21,787 shares; dollar range “over $100,000” .
Governance Assessment
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Positives:
- Independent director; broad committee participation across audit, compliance, governance/nominating, compensation, and contract review, supporting board effectiveness .
- Demonstrated attendance (≥75%) at Board/committee meetings in 2024, indicating engagement .
- Direct cash retainer structure avoids equity overhang and potential short-term alignment distortions in a BDC context; no equity awards or options in 2024 .
- Personal share ownership (21,787; over $100k) aligns interests with stockholders, albeit at de minimis percentage .
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Risk indicators and potential red flags:
- No directors attended the 2024 Annual Meeting of Stockholders—signals lower visible stockholder engagement despite adequate meeting attendance (Board/committees) .
- Extensive interlocks with GSAM-managed BDC affiliates while GSAM is GSBD’s external adviser; reliance on SEC co-investment relief implies portfolio overlap and requires vigilant related-party oversight to mitigate allocation/conflict concerns .
- Compensation entirely cash retainer with no performance conditions—common for BDC directors but offers limited pay-for-performance signaling; committee chair premiums accrue only to designated chairs (not McGee) .
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Overall implication:
- McGee’s regulatory, legal, and fund governance profile fits GSBD’s oversight needs, especially given co-investment mechanics and valuation oversight. Monitoring of committee functioning (especially Audit and Contract Review) and continued transparency around related-party transactions remains central to investor confidence in the externally managed model .