Susan Schnabel
About Susan C. Schnabel
Independent director of KBDC (Class III) born 1961; served since 2020 for KBDC and since 2021 for KDL, with current term ending at the 2026 annual meeting . She is Co‑founder and Co‑Managing Partner of aPriori Capital Partners and previously a Managing Director in Credit Suisse’s Asset Management division and co‑head of DLJ Merchant Banking (1998–2014) . She chairs the Audit Committees for both KBDC and KDL and is designated an “audit committee financial expert,” reflecting deep financial oversight credentials . Education: B.S. in Chemical Engineering from Cornell University and M.B.A. from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| aPriori Capital Partners | Co‑founder and Co‑Managing Partner | 2014–present | Independent LBO advisor formed via DLJ Merchant Banking spin-off; extensive board leadership experience |
| Credit Suisse (Asset Management) | Managing Director; Co‑Head DLJ Merchant Banking | 1998–2014 | Led private equity merchant banking; 30+ board roles historically including lead director/audit/comp chairs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altice USA, Inc. (NYSE: ATUS) | Director | Current | Audit and Compensation Committee member |
| KKR Private Equity Conglomerate LLC | Director | Current | Audit Chair |
| Cornell University | Board of Trustees | Current | Executive and Investment Committee; Co‑Chair Research & Innovation |
| US Olympic & Paralympic Foundation | Director (completed term) | Completed | Finance Committee |
| California Institute of Technology | Advisory/Board (completed term) | Completed | Investment Committee |
| Harvard Business School Alumni Advisory Board | Board (completed term) | Completed | Executive Committee |
Board Governance
- Independence: Classified as an Independent Director under the 1940 Act (not an “interested person” of KBDC or Kayne Anderson) .
- Committee assignments and roles:
- Audit Committee (KBDC and KDL): Chair; designated “audit committee financial expert” .
- Nominating, Corporate Governance & Compensation Committee (KBDC and KDL): Member .
- Pricing Committee (KBDC only): Member; Committee chaired by James (Jim) Robo .
- Engagement and attendance:
- FY2024 Board meetings: KBDC (8) and KDL (8); all directors attended ≥75% of aggregate Board and applicable committee meetings .
- FY2024 committee meeting cadence: Audit Committees met 9 times (each company); Nominating Committees met 3 times (each); KBDC Pricing Committee met 3 times .
- Independent director executive sessions: Independent Directors meet separately from management as part of regular Board meetings; at least once a year with the Chief Compliance Officer .
| Committee | Company | Membership | Role | FY2024 Meetings |
|---|---|---|---|---|
| Audit | KBDC | Yes | Chair; Audit Committee Financial Expert | 9 |
| Audit | KDL | Yes | Chair; Audit Committee Financial Expert | 9 |
| Nominating | KBDC | Yes | Member | 3 |
| Nominating | KDL | Yes | Member | 3 |
| Pricing | KBDC | Yes | Member (Chair: James Robo) | 3 |
Fixed Compensation
- Compensation is cash fee-based; independent directors set their compensation (voting separately). No equity compensation plans are authorized for issuance; no retirement or pension plan for directors .
| Company | Cash Fees FY2024 ($) | Notes |
|---|---|---|
| KBDC | 156,250 | Actual paid for service year ended Dec 31, 2024 |
| KDL | 40,000 | Actual paid for service year ended Dec 31, 2024 |
Fee schedule (effective upon KBDC IPO in May 2024; shown for structure, not individualized):
| Component | KBDC Amount ($) | KDL Amount ($) |
|---|---|---|
| Annual retainer | 135,000 | 35,000 |
| Lead Independent Director/Chair retainer | 20,000 (KBDC LID) | 5,000 (KDL Chair) |
| Audit Committee Chair retainer | 12,000 | 3,000 |
| Lead valuation director retainer | 12,000 | 3,000 |
| Audit Committee membership retainer | 12,000 | 3,000 |
| Special board meeting fee | 2,500 per special meeting (each company) | 2,500 per special meeting (each company) |
Performance Compensation
- No performance-based compensation, equity awards (RSUs/PSUs/options), or incentive plans for directors; the Companies have no plans authorizing issuance of equity securities to directors .
| Metric | Status |
|---|---|
| Stock awards (RSUs/PSUs) | None; no equity plan authorized |
| Option awards | None; no equity plan authorized |
| Performance metrics tied to pay (TSR/EBITDA/ESG, etc.) | Not applicable |
| Retention/sign-on bonuses | Not disclosed/none indicated |
| Severance/CoC, clawbacks, tax gross-ups | Not applicable to directors; not disclosed |
Other Directorships & Interlocks
| Company/Entity | Relationship to KBDC | Potential Interlock/Influence |
|---|---|---|
| Altice USA, Inc. | Unrelated operating company | Information flow via audit/comp committee exposure; no direct KBDC conflict disclosed |
| KKR Private Equity Conglomerate LLC | Private equity holding company | Audit chair role; potential private markets network influence; no direct KBDC conflict disclosed |
| Cornell University (Trustees) | Non-profit governance | Investment and research oversight; governance expertise spillover |
Expertise & Qualifications
- Private equity and investment banking leadership; extensive boardroom tenure across audit, compensation, and nominating chairs, and lead director roles .
- Technical and financial credentials: Engineering B.S. (Cornell), MBA (Harvard), designated audit committee financial expert at KBDC/KDL .
- Oversight of complex organizations and investment programs (Cornell Trustees; prior Caltech Investment Committee; USOPF Finance Committee) .
Equity Ownership
| Security | Company | Shares Beneficially Owned | Percent of Class |
|---|---|---|---|
| Common Stock | KBDC | 13,121 | <1% |
| Common Stock | KDL | — | — |
Holdings in affiliates (potential related-party exposure):
| Entity | Security | Dollar Range | Percent of Class |
|---|---|---|---|
| Kayne Anderson Energy Fund VII, L.P. | Partnership Units | $567,220 | <1% |
| Kayne Anderson Energy Fund VIII, L.P. | Partnership Units | $517,816 | <1% |
Governance Assessment
- Strengths
- Audit Committee Chair and designated financial expert across both KBDC and KDL—strong valuation, audit oversight, and financial controls orientation; committees met frequently in FY2024 (9 meetings), indicating active oversight . Independent director executive sessions at each regular meeting bolster independence .
- Independent status under the 1940 Act and no director equity plan minimizes pay-related conflicts; compensation is transparent, cash-only, and modest relative to responsibilities; FY2024 actual cash fees: KBDC $156,250 and KDL $40,000 .
- Share ownership of 13,121 KBDC shares provides some alignment, though below 1% of the class; no hedging/shorting of KBDC securities allowed under Code of Ethics .
- Potential conflicts and mitigants
- Personal holdings in Kayne Anderson Energy private funds (VII/VIII) indicate financial ties to entities under common control with KBDC’s adviser; however, KBDC has a code of ethics, affiliated transaction policies, and an SEC exemptive order enabling co‑investment with adviser affiliates under Board oversight and 1940 Act consistency, which partially mitigates allocation/conflict risks .
- Engagement signals
- High committee workload (Audit Chair; Nominating; KBDC Pricing) with regular meeting cadence and ≥75% attendance threshold met by all directors in FY2024 suggest strong engagement .
RED FLAGS to Monitor: Related-party exposure via Kayne Anderson fund interests (ensure ongoing robust recusal protocols and adherence to co‑investment order); pricing decisions (Pricing Committee) require vigilant oversight for valuation discipline and Section 23 compliance .