Al Rabil
About Albert (Al) Rabil III
Albert (Al) Rabil III (born 1963) is an Interested Director (not independent) of Kayne Anderson BDC, Inc. (KBDC), serving since 2021 with his current term expiring at the 2026 Annual Meeting . He is Chief Executive Officer of Kayne Anderson (since 2021) and of Kayne Anderson Real Estate (since 2007), with prior leadership in real estate investment banking at UBS and early career in the Real Estate Finance Group at Bankers Trust . He holds a B.A. from Yale University (1985) and an M.B.A. in Finance from Columbia University (1988) . Kayne Anderson managed over $36 billion in AUM as of December 31, 2024, across real estate, credit, and infrastructure/energy platforms .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kayne Anderson Capital Advisors | Chief Executive Officer | 2021 – present | Oversees strategic initiatives, operations, and asset management across platforms |
| Kayne Anderson Real Estate | Chief Executive Officer | 2007 – present | Sets strategic direction; leads fundraising and investment activities |
| UBS | Managing Director; Head of Real Estate Banking (Americas & Europe) | Approximately 10 years (ended before 2007) | Helped make UBS a market leader in syndicated debt and large-loan CMBS |
| Bankers Trust Company | Real Estate Finance Group | Not disclosed | Early career in real estate finance |
| RAMZ, LLC; Rabil Properties, LLC | Founder/Principal | Not disclosed | Developed/acquired portfolio of off-campus student housing |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Kayne Anderson | Director (as disclosed under “Other Directorships Held by Director During Past Five Years”) | Private | Not disclosed |
No other public company directorships were disclosed for Mr. Rabil in the past five years .
Board Governance
- Classification and tenure: Director since 2021; Class III; term runs until the 2026 Annual Meeting .
- Independence: “Interested Director” by virtue of employment with Kayne Anderson (the external advisor) .
- Committee assignments: Not a member of the Audit, Nominating, or Pricing Committees (all entries “—” for Mr. Rabil) .
- Meeting attendance: All directors attended at least 75% of Board and applicable committee meetings in FY2024; KBDC held 8 Board meetings .
- Board leadership: KBDC Chair is James (Jim) Robo; Lead Independent Director is Mariel A. Joliet .
- Independent oversight: Audit Committee (all independent; 9 meetings in 2024) and Nominating Committee (all independent; 3 meetings in 2024) provide core governance checks; Pricing Committee chaired by Mr. Robo (interested) met 3 times .
Fixed Compensation
| Pay Element | KBDC | KDL | Notes |
|---|---|---|---|
| Annual cash retainer | $0 | $0 | Interested directors (including Mr. Rabil) receive no compensation from the Companies |
| Committee membership fees | $0 | $0 | No committee fees paid to interested directors |
| Chair fees | $0 | $0 | Not applicable for Mr. Rabil |
| Meeting fees | $0 | $0 | Special meeting fees apply to independent directors only |
| Equity compensation | None | None | No equity compensation plans authorized for issuance |
Performance Compensation
| Component | Disclosed Terms |
|---|---|
| Performance-based cash/bonus | None; Companies do not pay salaries, bonuses, or other compensation to executive officers; directors who are “interested persons” receive no Company compensation |
| Stock awards (RSUs/PSUs) | None; Companies do not maintain equity compensation plans |
| Options | None disclosed |
| Performance metrics tied to pay | None disclosed at the Company level for interested directors |
| Clawback / gross-ups | None disclosed |
Context: Executive officers are employed and paid by the Advisors/affiliates, and the Advisor “may” consider Company performance in compensating certain senior managers; the Companies themselves do not directly compensate executives or interested directors .
Other Directorships & Interlocks
| Relationship | Entity | Nature of Interlock / Potential Conflict |
|---|---|---|
| CEO of external Advisor | Kayne Anderson (KBDC’s Advisor via KA Credit Advisors, LLC) | The Advisor earns base management and incentive fees from KBDC; the Board (independent majority) oversees valuation and advisory agreements, with renewals approved for 2025–2026 . |
| Administration agreements | KA serves as Administrator; sub-administration with Ultimus Fund Solutions | KBDC reimburses the Administrator for expenses; administration terms extended through March 15, 2026 . |
| Co-investment framework | SEC exemptive order permits co-investment with affiliates if Board determines advantageous and consistent with policies and 1940 Act requirements | Highlights ongoing related-party context requiring Board and policy oversight . |
Expertise & Qualifications
- Real estate and credit investing leadership, including CEO roles across Kayne Anderson platforms and >$36B AUM context; extensive fundraising and investment oversight .
- Capital markets and real estate finance expertise from UBS (MD; Head of Real Estate Banking for Americas & Europe) and Bankers Trust .
- Education: B.A., Yale University (1985); M.B.A. (Finance), Columbia University (1988) .
Equity Ownership
| Holder | Shares Beneficially Owned (KBDC) | % of Class |
|---|---|---|
| Albert (Al) Rabil III | 496,678 | <1% |
- Basis: 71,260,915 KBDC shares outstanding as of April 3, 2025 .
- Note: Group ownership disclosure excludes 957,217 KBDC shares held by KAPC Investment Holdings, L.P., a controlled affiliate of Kayne Anderson, purchased in the IPO; certain officers may have interests in affiliates but are not deemed to beneficially own those shares .
- Insider trading/hedging: KBDC’s Code of Ethics prohibits short sales, hedging/monetization, and trading in derivative securities of KBDC by directors and officers (other than Company-issued derivatives) .
Governance Assessment
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Independence and committees: Mr. Rabil is not independent (CEO of the external Advisor) and holds no Board committee posts—mitigating direct influence over audit, nomination, and compensation oversight, which are fully independent committees with active meeting cadence .
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Alignment: He holds 496,678 KBDC shares (<1%); interested directors receive no cash or equity from KBDC, so Company-level director pay does not dilute independence considerations; Advisor-level pay is outside Company disclosure .
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Conflicts and controls: Advisory and administration fee structures create inherent conflicts (e.g., incentive fees may bias risk-taking), but the Board retains oversight; an SEC co-investment exemptive order and a majority-independent Board/committees are explicit mitigants .
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Attendance and engagement: All directors met the ≥75% attendance threshold in 2024; KBDC held 8 Board meetings, with additional committee activity indicating regular oversight engagement .
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RED FLAGS:
- Material affiliation: CEO of the external Advisor—incentive fee economics and affiliated relationships require sustained independent oversight .
- Concentration of influence in affiliated ecosystem (advisory/administration) despite structural mitigants .
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Positive signals:
- No Company-paid director compensation for interested directors; independent committees control audit and nominations; independent directors meet separately and include designated “audit committee financial experts” .
- Explicit prohibitions on hedging/shorting KBDC stock by insiders .