Mariel Joliet
About Mariel Joliet
Mariel A. Joliet (born 1966) is an Independent Director of KBDC, serving since 2020; she is the Lead Independent Director of the KBDC Board and Chairperson of the Nominating Committees, and also serves as Chairperson of the KDL Board . Her background includes senior capital markets leadership as Senior Vice President and Treasurer of Hilton Hotels Corporation (1998–2008) and prior corporate banking roles at Wachovia Bank and CoreStates Bank; she holds a B.S. from the University of Scranton and an MBA from Marywood University . She is currently a director of ASGN Incorporated (NYSE: ASGN) and serves on ASGN’s Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hilton Hotels Corporation | Senior Vice President and Treasurer | 1998–2008 | Led capital markets initiatives (credit ratings, debt/equity issuance, FX, cash management); participated in sale to Blackstone (major LBO) |
| Wachovia Bank; CoreStates Bank | Coverage officer and corporate banker | ~10 years (prior to Hilton) | Client relationships and portfolio management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ASGN Incorporated (NYSE: ASGN) | Director | Current | Member, Audit and Compensation Committees |
| Las Madrinas; Know the Glow Foundation | Philanthropic roles | Current/prior | Support pediatric care/research; prior board service |
Board Governance
| Committee (KBDC unless noted) | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee (KBDC & KDL) | Member | 9 (KBDC); 9 (KDL) | Audit Chairs designated financial experts (S. Schnabel); lead valuation director is G.E. Marucci |
| Nominating, Corporate Governance & Compensation (KBDC & KDL) | Chair | 3 (KBDC); 3 (KDL) | Independent committee; diversity and skills considered in nominations |
| Pricing Committee (KBDC only) | Member | 3 | Oversees offering price approvals per valuation policy and 1940 Act Section 23 |
- Independence: Joliet is classified as an Independent Director; all Audit Committee members meet Exchange Act Rule 10A(m)(3) independence requirements .
- Leadership: Lead Independent Director of KBDC; Chairperson of KDL Board; independent directors meet in executive session as part of regular meetings .
- Attendance: In FY2024, all directors attended at least 75% of the aggregate of Board and applicable committee meetings; KBDC held 8 Board meetings .
Fixed Compensation
| Element | KBDC Amount | KDL Amount | Notes |
|---|---|---|---|
| Annual retainer (post-IPO, effective May 2024) | $135,000 | $35,000 | Independent Directors’ cash retainers post-IPO |
| Lead Independent Director (KBDC) / KDL Chair retainer | $20,000 (Lead Independent Director) | $5,000 (KDL Chair) | Role-based retainers |
| Audit Committee Chair | $12,000 | $3,000 | Chair retainer (Joliet is a member, not chair) |
| Lead Valuation Director (Audit) | $12,000 | $3,000 | Role held by G.E. Marucci, not Joliet |
| Audit Committee membership | $12,000 | $3,000 | Committee service retainer |
| Special Board meeting fee (per meeting, per company) | $2,500 | $2,500 | Applies to in-person or telephonic meetings |
| FY2024 actual compensation to Joliet | $164,250 (KBDC) | $42,000 (KDL) | Total $206,250 |
| Equity plans for directors | — | — | No retirement/pension or plans authorizing issuance of company equity |
Performance Compensation
| Performance-linked Element | Specifics | Status |
|---|---|---|
| Performance bonus/metrics (TSR, EBITDA, ESG) | Not applicable to Non-Employee Directors | None disclosed; Director pay is fixed cash retainers and meeting fees |
| Equity awards (RSUs/PSUs/options) | Grants, vesting, metrics | None; “Neither Company has … compensation plans under which the Company’s equity securities are authorized for issuance” |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| ASGN Incorporated (NYSE: ASGN) | Director | Audit; Compensation | No KBDC-related interlocks or related-party transactions disclosed involving Joliet |
Expertise & Qualifications
- Capital markets and treasury: Led debt/equity issuance, ratings management, cash/FX at Hilton; participated in major LBO transaction .
- Corporate banking: Coverage and portfolio management at Wachovia and CoreStates .
- Governance: Lead Independent Director (KBDC), Chair (KDL), Chair of Nominating Committees—focus on board composition, diversity, and independence .
- Education: B.S., University of Scranton; MBA, Marywood University .
Equity Ownership
| Holder | Shares Beneficially Owned (KBDC) | Percent of Class | Shares Outstanding Reference (Date) |
|---|---|---|---|
| Mariel A. Joliet | 13,000 | Less than 1% | 71,260,915 (as of April 3, 2025) |
- Insider trading/hedging policy: KBDC’s Code of Ethics prohibits short sales, hedging or monetization transactions, and trading derivative securities based on KBDC stock by directors/officers .
- Pledging: No pledging by Joliet disclosed; no specific director stock ownership guidelines disclosed in the proxy .
Governance Assessment
-
Positives:
- Independent leadership: Lead Independent Director at KBDC and Chair of Nominating Committees; promotes board independence and robust selection processes .
- Active committee engagement: Membership across Audit, Nominating, and Pricing Committees; with regular meeting cadence (Audit: 9; Nominating: 3; Pricing: 3 in FY2024) .
- Attendance: Meets minimum 75% attendance threshold alongside the full Board, indicating baseline engagement .
- External board experience: ASGN board service with Audit and Compensation responsibilities adds cross-industry governance expertise .
-
Alignment and risks:
- Ownership alignment: Direct beneficial ownership of 13,000 shares (less than 1%); no equity-based director compensation, which limits equity alignment but is consistent with the disclosed lack of equity issuance plans for directors .
- Conflicts/related-party: Proxy highlights general advisor-related conflicts typical for externally managed BDCs; no specific related-party transactions involving Joliet are disclosed .
- Hedging risk mitigated: Explicit prohibitions on hedging/short sales of KBDC securities by directors reduce misalignment risk .
-
RED FLAGS:
- No director equity plan/ownership guidelines disclosed, resulting in limited structural equity alignment for independent directors .
- Externally managed structure presents inherent advisor conflicts (allocation/co-investment), though subject to SEC exemptive order and board oversight; not specific to Joliet .