Timothy J. Leach

About Timothy J. Leach

Timothy J. Leach, 69, is an Independent Director of Goldman Sachs BDC, Inc. (GSBD), serving as Chairman of the Board since January 2023 and as a director since October 2020. He is retired; previously Chief Investment Officer of U.S. Bank Wealth Management (2008–2016) and held senior roles at U.S. Trust Company, Wells Fargo Private Investment Advisors/Wells Fargo Alternative Asset Management, ABN Amro Global Asset Management/ABN Amro Asset Management (USA), and Qualivest Capital Management. He currently serves as Chairman of MN8 Energy Inc. (f/k/a Goldman Sachs Renewable Power LLC) and is designated by the Board as experienced with financial and investment matters; he is an “Independent Director” under the NYSE and 1940 Act standards .

Past Roles

External Roles

Board Governance

• Board leadership: Independent Chairman of the Board; presides over all executive sessions of Independent Directors without management .
• Independence: Classified as “Independent Director” under NYSE/Exchange Act/1940 Act standards; Board has six Independent Directors and one Interested Director .
• Tenure and class: Class I Director, term ends 2027; director since October 2020; Chairman since January 2023 .
• Attendance and engagement: Board held five meetings in 2024 and six in 2023; each director attended at least 75% of Board and relevant committee meetings in those years. None of the Company’s directors attended the Annual Meeting of Stockholders in 2024 or 2023 .
• Retirement policies: Board policies cap director service at 15 years and require retirement at age 75 unless waived by a majority of other directors .

Committee assignments (Leach):

• Audit Committee: Member; Audit Committee met five times in 2024 .
• Governance and Nominating Committee: Chairman; met three times in 2024 .
• Compensation Committee: Member; did not hold any formal meetings in 2024 (no executives are compensated by the Company) .
• Compliance Committee: Chairman; met four times in 2024 .
• Contract Review Committee: Chairman; met once in 2024 .

Fixed Compensation

• Structure: Independent Directors receive an annual cash fee of $125,000. The Chairman earns an additional $36,000. The director designated as the “audit committee financial expert” earns an additional $15,000 (Leach is not the designated financial expert; Richard A. Mark is). Directors are reimbursed for reasonable expenses and covered by D&O insurance. No interested directors or executives receive compensation from the Company .
• Leach’s compensation (Company): $161,000 in 2023 and $161,000 in 2024 (includes Chairman premium) .
• Leach’s compensation (Goldman Sachs Fund Complex): $406,788 in 2023 and $436,000 in 2024, reflecting service across affiliated BDCs/funds .

Performance Compensation

• Directors do not receive equity awards, options, profit-sharing, pensions, or retirement benefits; the Company did not award any portion of director fees in stock or options in 2023 or 2024 .

Other Directorships & Interlocks

• Related party context: GSBD is externally managed by GSAM, a subsidiary of The Goldman Sachs Group, Inc.; GSAM receives management and incentive fees; Leach chairs the Contract Review Committee that oversees agreements with GSAM and affiliates .

Expertise & Qualifications

• Financial and investment expertise; extensive senior management experience in asset management and wealth management; Board concluded he is well qualified to serve .
• Prior CIO role and leadership across multiple asset managers signal competency in portfolio risk oversight and valuation processes (critical for BDC governance) .
• Experience presiding over executive sessions as Independent Chairman strengthens board independence and oversight culture .

Equity Ownership

Note: Directors’ dollar ranges are calculated by the Company using Record Date price; Leach’s range is “over $100,000” .

Governance Assessment

• Strengths

  • Independent Chairman leading executive sessions enhances oversight and reduces management influence .
  • Chairs Governance & Nominating, Compliance, and Contract Review Committees, placing him at the center of director selection, compliance, and related-party oversight with GSAM .
  • Board and committee attendance met thresholds (≥75% in 2023–2024), with regular committee activity (Audit: 5; Governance: 3; Compliance: 4; Contract Review: 1 in 2024) .

• Alignment/Compensation

  • Director pay is entirely cash-based; no equity grants or options—standard for BDC boards but offers limited direct equity alignment through board compensation; Leach’s personal ownership is modest in percentage terms while dollar range is over $100,000 .
  • Year-over-year increase in fund complex compensation ($406,788 in 2023 → $436,000 in 2024) reflects broader service across Goldman Sachs-affiliated BDCs/funds .

• Conflicts and related-party exposures

  • Material fees paid to GSAM ($59.08 million in 2024; $70.22 million in 2023), license to use the “Goldman Sachs” name, and SEC exemptive relief enabling co-investment with Goldman Sachs-affiliated accounts introduce structural related-party and portfolio overlap risks; mitigation is through independent director oversight and Leach’s role as Contract Review Committee Chair .
  • The Audit Committee pre-approves audit and certain non-audit services and has policies to preserve auditor independence; Richard A. Mark serves as audit committee financial expert (not Leach) .

• Engagement Risks and RED FLAGS

  • None of the directors attended the Annual Meeting in 2024 and 2023, a potential investor engagement concern despite adequate formal meeting attendance. RED FLAG: Annual Meeting non-attendance .
  • Structural conflicts inherent in the external management model and co-investment relief require continued vigilance; Leach’s chair roles are positive mitigants but investor confidence depends on visible, robust challenge to adviser interests and fee structures .

Overall, Leach’s independent chairmanship and committee leadership bolster board effectiveness and oversight rigor; however, external management conflicts and lack of equity-linked director compensation temper alignment signals. Continued monitoring of Contract Review outcomes, fee trends to GSAM, and co-investment practices is warranted for governance risk control .