Rhonda Smith
About Rhonda S. Smith
Independent Director (Class I) of Kayne Anderson BDC, Inc. (KBDC); served since 2022 with current term through the 2027 annual meeting; born 1959. She is the Chief Financial Officer and Deputy Director of the Houston Police Department (2017–present) and previously served as Executive Director (2010–2016) and Director of Administration (2008–2010) at the Houston Municipal Employees Pension System (HMEPS). She holds an M.B.A. (University of Houston), a B.S. in Accounting (Ohio State University), and an investment portfolio management certificate (Wharton). She is designated by the Board as an “audit committee financial expert” and oversees two funds in the fund complex (KBDC and Kayne DL 2021, Inc. (KDL)).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Houston Police Department | Chief Financial Officer & Deputy Director | 2017–present | Oversees budget, financial reporting, accounting, procurement, and grants for the fifth-largest U.S. police department |
| Houston Municipal Employees Pension System (HMEPS) | Executive Director; previously Director of Administration | Executive Director: 2010–2016; Director of Administration: 2008–2010 | Pension and investment governance; recognized pension/financial expertise |
External Roles
| Organization | Role | Committees |
|---|---|---|
| St. Luke’s Health System | Board Member | Audit & Compliance Committee |
| Houston Municipal Employees Pension System (HMEPS) | Trustee; Board Secretary | Board-level leadership/governance |
Board Governance
- Independence: Identified as an Independent Director under the Investment Company Act of 1940; neither she nor her immediate family members have served as director, officer, or employee of Kayne Anderson or its affiliates.
- Committee assignments (KBDC/KDL): Member, Audit Committee; Member, Nominating, Corporate Governance & Compensation Committee. Designated “audit committee financial expert” by the Boards (not Chair). Not a member of KBDC’s Pricing Committee.
- Board structure and leadership: KBDC has four Independent Directors and a Lead Independent Director role (held by Mariel A. Joliet); independent directors meet separately from management and meet at least annually with the Chief Compliance Officer.
- Meetings and attendance: In 2024, KBDC Board met 8 times; Audit Committee met 9 times; Nominating Committee met 3 times; KBDC Pricing Committee met 3 times. All directors attended at least 75% of the aggregate of Board and committee meetings on which they served.
Board Committees & Roles (KBDC/KDL)
| Committee | Membership | Chair/Designation |
|---|---|---|
| Audit Committee | Member | Designated “audit committee financial expert” (Boards’ designation) |
| Nominating, Corporate Governance & Compensation Committee | Member | Committee chaired by Mariel A. Joliet |
| Pricing Committee (KBDC only) | Not a member | Committee chaired by James (Jim) Robo |
Fixed Compensation
- Independent directors are cash-compensated; interested directors receive no compensation from the Companies. In 2024, Ms. Smith’s compensation for board service: $144,250 from KBDC, $37,000 from KDL; total $181,250. No retirement/pension plan and no equity compensation plan for directors.
| Component (FY 2024) | KBDC ($) | KDL ($) | Total ($) |
|---|---|---|---|
| Director cash compensation (Rhonda S. Smith) | 144,250 | 37,000 | 181,250 |
- Cash fee schedule effective upon KBDC’s IPO (May 2024): Annual retainer (KBDC/KDL): $135,000 / $35,000; Lead Independent Director (KBDC)/Chair of KDL: $20,000 / $5,000; Audit Committee Chair: $12,000 / $3,000; Lead Valuation Director: $12,000 / $3,000; Audit Committee member fee: $12,000 / $3,000; Special board meeting fee per company: $2,500 per special meeting; expense reimbursement provided. Pre-IPO rates were higher and allocated 80% KBDC / 20% KDL.
| Fee Element | KBDC ($) | KDL ($) |
|---|---|---|
| Independent Director annual retainer | 135,000 | 35,000 |
| Lead Independent Director / KDL Chair | 20,000 / — | — / 5,000 |
| Audit Committee Chair | 12,000 | 3,000 |
| Lead Valuation Director | 12,000 | 3,000 |
| Audit Committee member | 12,000 | 3,000 |
| Special board meeting (per meeting) | 2,500 | 2,500 |
Ms. Smith is not Lead Independent Director, not Audit Chair, and not Lead Valuation Director; she earns the annual retainer plus Audit Committee member fees and any applicable special-meeting fees per the schedule. Actual 2024 amounts are shown above.
Performance Compensation
- No equity or option awards for directors; the Companies do not maintain compensation plans under which Company equity securities are authorized for issuance to directors. No performance-based metrics or at-risk equity are disclosed for director compensation.
| Performance Component | Details |
|---|---|
| Stock awards (RSUs/PSUs) | None disclosed; no equity plan for directors |
| Option awards | None disclosed |
| Performance metrics (revenue/EBITDA/TSR/ESG) | None disclosed for directors |
| Clawbacks/COC/tax gross-ups (director-level) | Not disclosed for directors |
Other Directorships & Interlocks
| Type | Company/Organization | Role | Notes |
|---|---|---|---|
| Public company boards (last 5 years) | None disclosed | — | No other public company directorships listed for Ms. Smith |
| Non-profit/other boards | St. Luke’s Health System | Director; Audit & Compliance Committee | Healthcare system board service |
| Pension board | HMEPS | Trustee; Board Secretary | Public pension governance role |
| Interlocks with competitors/suppliers/customers | None disclosed | — | No related-party director interlocks disclosed for Ms. Smith |
Expertise & Qualifications
- Financial, accounting, regulatory compliance, auditing, pension governance, change management, and leadership expertise; recognized as a financial and pension expert. Educational credentials include M.B.A., B.S. Accounting, and Wharton portfolio management certificate. Designated “audit committee financial expert” by the Boards.
Equity Ownership
| Holder | KBDC Shares | % of Class | Notes |
|---|---|---|---|
| Rhonda S. Smith | 1,250 | <1% | Reported beneficial ownership as of Apr 3, 2025; no director equity plan; hedging/short sales in KBDC securities are prohibited by Code of Ethics |
- Hedging/shorting restrictions: KBDC’s Code of Ethics prohibits buying or selling puts/calls or other derivatives on KBDC securities (other than Company-issued derivatives), short sales, and hedging/monetization transactions by directors and officers.
- Pledging: No pledging of KBDC shares by Ms. Smith is disclosed in the proxy.
Governance Assessment
- Positives: Independent director with deep finance/pension oversight background; designated audit committee financial expert; active on Audit and Nominating/Corporate Governance & Compensation Committees; all directors met at least the 75% attendance threshold in a year with 8 Board, 9 Audit, and 3 Nominating meetings, supporting engagement.
- Alignment: Compensation is cash-only (no equity or options) and she holds 1,250 KBDC shares (<1%); KBDC prohibits director hedging/shorting/derivatives, which supports alignment.
- Conflicts/related-party exposure: The proxy outlines general adviser-related conflicts and co-investment policies, but no specific related-party transactions or advisor-affiliated holdings are attributed to Ms. Smith; the independent directors meet NYSE/Exchange Act independence standards for the Audit and Nominating committees.
- Watch items: Absence of director equity program limits equity-based alignment signals; investors may monitor future changes in director equity ownership and committee leadership responsibilities.
RED FLAGS
- None specifically identified for Ms. Smith in the proxy: no disclosed related-party transactions, no hedging/shorting allowed, and attendance threshold met. Continue monitoring for any changes in roles, ownership, or disclosed transactions.