Michael O’Neil
About Michael O’Neil
Michael J. O’Neil (born 1983) serves as Secretary of KBDC (since July 2021) and Chief Compliance Officer (CCO) since inception; he is also CCO of Kayne Anderson (2012–present), CCO of KA Associates, Inc. (since January 2013), former CCO of KYN (2013–March 2024), and currently Executive Vice President of KYN (since March 2024) . KBDC’s proxy states executive officers are employees of the external advisor and do not receive direct compensation from KBDC; the advisor considers Company performance when setting certain senior manager pay, but the Company does not disclose TSR- or financial-metric-based executive pay linkages for its officers . Beneficial ownership disclosed for O’Neil totals 4,969 KBDC shares (<1% of class) as of April 3, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kayne Anderson BDC, Inc. (KBDC) | Chief Compliance Officer | Since inception | Oversees compliance program for an externally managed BDC; interfaces with Board and auditor on compliance matters . |
| Kayne Anderson BDC, Inc. (KBDC) | Secretary | Since July 2021 | Corporate secretary responsibilities supporting board processes and disclosures . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kayne Anderson Capital Advisors | Chief Compliance Officer | 2012–present | Leads firm-level compliance across strategies, including private credit; informs KBDC compliance culture . |
| KA Associates, Inc. (broker-dealer) | Chief Compliance Officer | Jan 2013–present | Broker-dealer compliance oversight relevant to capital markets activities . |
| Kayne Anderson Energy Infrastructure Fund (KYN) | Chief Compliance Officer | 2013–Mar 2024 | Closed-end fund compliance leadership; transferable best practices to BDC oversight . |
| Kayne Anderson Energy Infrastructure Fund (KYN) | Executive Vice President | Mar 2024–present | Senior leadership role; indicates broader responsibilities beyond compliance . |
Fixed Compensation
KBDC does not directly pay salaries, bonuses, pensions, perquisites, or other compensation to executive officers; they are compensated by the external advisor (KA Credit Advisors) or its affiliates. KBDC has no employment agreements with executive officers, and the Company indirectly bears advisor costs via management fees .
| Element | 2024 Status | Notes |
|---|---|---|
| Base Salary | Not paid by KBDC | Executives are employees of the advisor; no salary paid by KBDC . |
| Target/Actual Cash Bonus | Not paid by KBDC | No Company-paid bonuses; advisor may consider Company performance for certain senior managers . |
| Pension/SERP/Deferred Comp | None at KBDC | Company does not provide pension or retirement benefits to executive officers . |
| Perquisites | None at KBDC | Company does not provide perquisites/personal benefits to executive officers . |
Performance Compensation
KBDC does not maintain equity compensation plans for executive officers and does not grant RSUs/PSUs/options to its officers. Neither severance-based incentives nor change-of-control payments are provided by the Company .
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Company Equity (RSU/PSU/Options) | Not applicable | — | — | — | KBDC does not issue equity awards to executive officers . |
| Advisor-Determined Bonus | Advisor considers Company performance | Not disclosed | Not disclosed | Not disclosed | Determined and paid by advisor, not KBDC . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Shares) | 4,969 KBDC shares as of April 3, 2025 . |
| Ownership as % of Outstanding | <1% (asterisk in proxy denotes less than 1%) . |
| Vested vs. Unvested | Not disclosed by KBDC (no Company equity awards) . |
| Options (Exercisable/Unexercisable) | None from KBDC; Company does not grant options to executive officers . |
| Shares Pledged | Not disclosed in proxy for O’Neil. Company prohibits short sales and hedging/monetization transactions in KBDC securities . |
| Hedging Policy | Prohibits buying/selling puts/calls or other derivatives on KBDC securities, short sales, and hedging/monetization transactions . |
| Stock Ownership Guidelines | Not disclosed for officers in the proxy . |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment Agreement | None with KBDC; officers are employees of the advisor or its affiliates . |
| Severance | None provided by KBDC . |
| Change-of-Control (COC) | No COC arrangements for executive officers at KBDC; no equity acceleration (no Company equity plans) . |
| Non-Compete / Non-Solicit | Not disclosed at the Company level; executives are advisor employees . |
| Clawback Provisions | Not disclosed at KBDC level for officers; Company notes Code of Ethics and insider trading prohibitions . |
| Auto-Renewal/Garden Leave | Not disclosed at the Company level . |
| Start Date / Tenure | Secretary since July 2021; CCO since inception . |
Performance & Track Record
- As an externally managed BDC, the proxy does not provide officer-specific TSR, revenue, EBITDA, or payout outcomes for O’Neil. It notes only that the advisor may factor Company performance into compensation for certain senior managers, without metric details or weightings .
Related Party / Governance Context
- Executive officers (including O’Neil) are advisor employees; independent director compensation and Board structure are disclosed separately; officers receive no Company fees .
- Insider trading policy prohibits short sales, derivative transactions, and hedging/monetization arrangements in KBDC securities—reducing misalignment risk from hedging .
- Beneficial ownership table confirms O’Neil’s holdings and that insiders as a group hold ~3.1% (11 persons) of KBDC shares as of the record date .
Investment Implications
- Pay-for-performance transparency is low at the Company level because executive compensation is set and paid by the external advisor; there are no Company equity grants, severance, or COC benefits, limiting direct Company-level retention incentives or insider selling pressure from vesting events .
- O’Neil’s direct ownership is modest (4,969 shares, <1%), indicating limited direct “skin in the game” influence; however, strict prohibitions on hedging/shorting help align any ownership with long-term outcomes .
- Retention risk and incentive strength primarily reside within the advisor’s internal compensation framework (not disclosed by KBDC), meaning research focus should shift to advisor-level policies and any Form 4 activity; absent Company equity awards, near-term trading signals from vesting-driven sales are unlikely .