Jim Robo

About James (Jim) Robo

Jim Robo is Chairman of the Board of Kayne Anderson BDC, Inc. (KBDC) and has served as a director since 2023; he is classified as an “Interested Director” under the 1940 Act, not an independent director, by virtue of a relationship to Kayne Anderson and/or an indirect ownership interest in KBDC’s adviser (born 1962) . He is a former Chairman and CEO of NextEra Energy, Inc. (2013–2022) and NextEra Energy Partners, LP (2014–2022), and currently serves on the board of J.B. Hunt Transport Services, Inc. as Lead Director and Chair of the Governance & Nominating Committee . Robo holds a B.A. summa cum laude from Harvard College and an M.B.A. from Harvard Business School, where he was a Baker Scholar .

Past Roles

External Roles

Board Governance

• Role and independence: Robo serves as Chairman of the KBDC Board and is designated an “Interested Director,” not independent, under the 1940 Act .
• Committee assignments: Chair, KBDC Pricing Committee; not a member of the Audit Committee or the Nominating, Corporate Governance & Compensation Committee .
• Board leadership structure: KBDC’s Lead Independent Director is Mariel A. Joliet; independent directors meet separately from interested directors and management as part of each regular board meeting .
• Attendance and engagement: In 2024, all directors of KBDC attended at least 75% of aggregate board and applicable committee meetings; KBDC Board met 8 times; Audit Committee met 9 times; Nominating met 3 times; Pricing Committee met 3 times .
• Committee expertise: Audit Committees are fully independent, with Susan C. Schnabel (Chair) and Rhonda S. Smith designated as “audit committee financial experts” .

Fixed Compensation

Interested directors (including Robo) receive no compensation from KBDC or KDL (no retainers, chair fees, meeting fees, or equity) .

Note: Independent directors receive cash retainers and committee fees; interested directors, including Robo, receive none .

Performance Compensation

• Stock/option awards: None to interested directors; KBDC does not maintain equity compensation plans for directors, and there are no director stock or option grants to Robo .
• Performance metrics, vesting, clawbacks, severance/CoC: Not applicable to interested directors at KBDC (no company-paid director compensation program for them) .

Other Directorships & Interlocks

Expertise & Qualifications

• Large-cap energy and renewables leadership: Former Chairman/CEO of NextEra Energy and NextEra Energy Partners; KBDC highlights substantial market cap growth during his CEO tenure .
• Operational and international experience: Prior GE leadership roles (Mexico and GE Capital TIP/Modular Space) .
• Governance leadership in public markets: Lead Director and Governance & Nominating Chair at J.B. Hunt .
• Education: Harvard College (B.A., summa cum laude); Harvard Business School (M.B.A., Baker Scholar) .

Equity Ownership

• Beneficial ownership: Robo holds a significant stake in KBDC, aligning interests with shareholders; he beneficially owned ~2.2% of KBDC as of April 3, 2025 (1,573,469 shares) versus 2.3% a year earlier (1,513,337 shares) .
• Trading/hedging policy: KBDC’s Code of Ethics prohibits short sales, hedging, and derivative transactions in KBDC securities by directors and officers (other than KBDC-issued derivatives like convertible notes) .

Compliance and reporting:

• Section 16(a): KBDC believes all Section 16(a) filing requirements applicable to directors and officers were met timely for 2024; no Robo-specific exceptions disclosed .

Governance Assessment

• Positives

  • Material “skin-in-the-game”: Robo owns ~2.2% of KBDC, a meaningful stake for alignment with public shareholders .
  • Independent control environment: Audit Committee fully independent; two members designated as financial experts; independent directors meet in executive session at each regular board meeting; KBDC maintains a Lead Independent Director structure .
  • Engagement: All directors met at least the 75% attendance threshold in 2024; board and committees met regularly (Board 8x, Audit 9x, Nominating 3x, Pricing 3x) .
  • Trading policy safeguards: Prohibitions on hedging/shorting KBDC stock by insiders .

• Risks / Potential Conflicts

  • Independence: Robo is an “Interested Director,” not independent under the 1940 Act .
  • Committee sensitivity: Robo chairs the Pricing Committee, which approves offering prices for KBDC stock—this is a sensitive area given external management/advisory fee structures; however, the committee also includes two independent directors and operates under valuation policies and 1940 Act constraints .
  • External manager conflicts: The proxy acknowledges inherent conflicts from external advisory arrangements and co-investment allocations; the Board relies on policies, SEC exemptive relief, and procedures to mitigate allocation and fee-related conflicts .

RED FLAGS

• Non-independent board chair (Interested Director) .
• Chairing the Pricing Committee (offering price approvals) while not independent elevates the need for strong process controls and independent oversight .

Notes on director compensation:

• Robo receives no company-paid director fees or equity, eliminating direct director pay conflicts but placing more emphasis on ownership alignment and governance process quality .

Appendix: Committee Map (KBDC)

• Audit Committee: Mariel A. Joliet (member), George E. Marucci, Jr. (member; Lead Valuation Director), Susan C. Schnabel (Chair; financial expert), Rhonda S. Smith (financial expert) .
• Nominating, Corporate Governance & Compensation: Mariel A. Joliet (Chair), George E. Marucci, Jr. (member), Susan C. Schnabel (member), Rhonda S. Smith (member) .
• Pricing Committee: Mariel A. Joliet (member), Susan C. Schnabel (member), James (Jim) Robo (Chair) .