Terrence Quinn
About Terrence Quinn
Terrence J. Quinn (born 1951) is Vice Chairman of Kayne Anderson BDC, Inc. (KBDC) and an Interested Director on KBDC’s Board; he has served as a director since 2020 and is Vice Chairman of Kayne Anderson, serving on the firm’s Credit and Real Estate Investment Committees . He holds a B.A. in Economics (1973) and an M.B.A. (1974) from the University of Minnesota . KBDC is externally managed; executive officers (including Quinn) receive no direct compensation, equity awards, or severance/change‑in‑control benefits from KBDC—compensation is paid by the external advisor and not disclosed at the issuer level . The proxy does not disclose TSR, revenue growth, or EBITDA growth tied to Quinn’s tenure; KBDC completed its IPO in May 2024, limiting public TSR history in filings .
Past Roles
| Organization | Role | Years | Strategic impact / scope |
|---|---|---|---|
| Kayne Anderson | Vice Chairman; manages new business opportunities and select client relations; member of Credit and Real Estate Investment Committees | — | Senior leadership and investment committee roles across credit and real estate platforms |
| Merchant banking firm (unnamed) | Founding partner (private equity and advisory) | — | Led private equity/advisory activities; operating leadership across several companies |
| Leading regional bank (unnamed) | Executive committee member | — | Senior governance/oversight at a regional bank |
| 3M Company | Manager of pension investments | — | Institutional asset management oversight |
| Mezzanine fund group (unnamed) | Founding Chief Executive Officer | — | Built and led mezzanine investing platform |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Kayne Anderson Energy Infrastructure Fund (KYN) | Founding member of the Board | — | Public vehicle board service experience |
| Various public and private firms | Director | — | Has served on several boards of directors |
Board Governance & Service
- Role: Director (Interested Director) of KBDC since 2020; not assigned to Audit, Nominating/Corporate Governance/Compensation, or Pricing Committees .
- Independence: “Interested person” under the 1940 Act due to employment with Kayne Anderson; Board maintains a majority of Independent Directors, with James Robo as Chairman and Mariel Joliet as Lead Independent Director .
- Attendance: In 2024, KBDC held eight Board meetings; all directors attended at least 75% of Board and relevant committee meetings; Independent Directors meet separately at each regular Board meeting .
| Governance item | Detail |
|---|---|
| Board classification | Class II director; served since 2020; standing for election to serve until 2028 if re‑elected |
| Committee memberships | None (not on Audit, Nominating/Compensation, or Pricing) |
| Attendance in 2024 | 8 Board meetings; all directors ≥75% attendance |
| Board leadership | Chairman: James (Jim) Robo; Lead Independent Director: Mariel A. Joliet; Independent Directors meet in executive session at each regular meeting |
| Independence status | Interested Director (employee/affiliate of advisor) |
Dual‑role implications: As an Interested Director and executive (Vice Chairman) of the external advisor, Quinn is not independent; however, key Board committees are fully independent, and he holds no committee seats, which mitigates certain independence concerns in audit, nomination, governance, and compensation oversight .
Fixed Compensation
KBDC pays no direct executive compensation; executives are employees of the external advisor (KA Credit Advisors) or its affiliates. There are no salaries, cash bonuses, perquisites, pensions, or company equity plans for executives at KBDC; no employment agreements with the Company .
| Component | Company-paid amount (KBDC) | Notes |
|---|---|---|
| Base salary | Not paid by KBDC | Executive officers are compensated by the external advisor |
| Target/actual bonus | Not paid by KBDC | No issuer-level bonus programs for executives |
| Perquisites | None | No company perqs disclosed for executives |
| Pension/SERP | None | No company pension/SERP for executives |
| Company equity plans | None | Company has no plans authorizing equity issuance to executives |
Director compensation: Interested Directors (including Quinn) receive no director compensation from KBDC or KDL .
| Director | KBDC 2024 | KDL 2024 | Total |
|---|---|---|---|
| Terrence J. Quinn (Interested) | None | None | None |
Performance Compensation
While issuer-level executive compensation is not paid/disclosed, the external manager’s fee structure is the key economic lever that indirectly drives senior personnel pay and incentives.
| Metric | Structure | Target/Hurdle | Payout basis | Lookback/Cap | Vesting |
|---|---|---|---|---|---|
| Base management fee (post‑IPO) | 1.00% of fair value of investments; 0.25% waiver for one year post‑IPO | N/A | Calculated quarterly based on portfolio fair value | N/A | Cash; ongoing |
| Income incentive fee | Quarterly; payable only if pre‑incentive‑fee NII exceeds hurdle | 1.50% of prior‑quarter NAV per quarter (6% annualized) | 90%/10% catch‑up typical construct implied; subject to cap | 12‑quarter lookback with Incentive Fee Cap tied to Cumulative Pre‑Incentive Fee Net Return; fee reduced to cap if applicable | Cash; quarterly |
| Capital gains incentive fee (post‑IPO) | 15% of realized capital gains net of losses/depreciation, cumulative since formation | N/A | Payable in arrears annually or upon termination | Cumulative net measure; less any previously paid capital gains fees | Cash |
Notes: Post‑IPO changes included moving the capital gains fee to 15% and instituting a 12‑quarter lookback and Incentive Fee Cap on the income fee; the advisor waived the income fee for three quarters post‑IPO and 0.25% of the management fee for one year (non‑recoupable) .
Equity Ownership & Alignment
| Ownership metric | 2023 | 2025 |
|---|---|---|
| Dollar range beneficially owned | Over $100,000 (as of Nov 30, 2023) | — |
| Shares beneficially owned | — | 24,285 shares; less than 1% of class (71,260,915 shares outstanding) |
| Options/RSUs/PSUs | None disclosed; no company equity plans for executives | None disclosed; no company equity plans for executives |
| Shares pledged | Not disclosed in proxy | Not disclosed in proxy |
| Hedging/shorting policy | — | Hedging and short sales in KBDC securities prohibited for directors/officers; derivatives (other than KBDC‑issued) also prohibited |
Beneficial ownership context: Senior insiders and Interested Directors as a group held ~3.1% of KBDC; Quinn individually held 24,285 shares (<1%) as of April 3, 2025 .
Employment Terms
- Company employment agreements: None; executive officers (including Quinn) do not have KBDC employment contracts, severance, or change‑in‑control arrangements at the issuer level .
- Clawbacks/tax gross‑ups: Not applicable at issuer level given absence of company‑paid executive compensation; no disclosures of tax gross‑ups for executives .
- Indemnification: KBDC entered into indemnification agreements with directors providing maximum indemnification under Delaware law and the 1940 Act (including advancement of expenses) .
- Advisory agreements (context for retention risk): KBDC’s Investment Advisory Agreement was amended/restated at IPO and renewed through March 15, 2026; terminable by either party on 60 days’ notice . Administration Agreements were likewise renewed through March 15, 2026 .
Related Party & Conflicts (Governance Controls)
- Conflicts framework: Advisors’ fee structure could incentivize risk‑taking; management team members serve in multiple capacities across affiliated vehicles; Boards adopted policies and received an SEC co‑investment order to allocate deals in compliance with the 1940 Act; Audit Committees oversee valuation and financial reporting .
- Insider trading policies: Prohibit hedging, short sales, and non‑issuer derivatives linked to KBDC securities for directors/officers .
Director Compensation (for context; Interested Directors receive none)
| Independent Director | KBDC 2024 | KDL 2024 | Total |
|---|---|---|---|
| Mariel A. Joliet | $164,250 | $42,000 | $206,250 |
| George E. Marucci, Jr. | $156,250 | $40,000 | $196,250 |
| Susan C. Schnabel | $156,250 | $40,000 | $196,250 |
| Rhonda S. Smith | $144,250 | $37,000 | $181,250 |
| Interested Directors (Rabil, Robo, Quinn) | None | None | None |
Effective upon KBDC’s May 2024 IPO, director retainers were adjusted; Interested Directors (including Quinn) remain uncompensated by KBDC/KDL .
Performance & Track Record
- Background achievements: Quinn’s career includes leadership of operating companies, a merchant banking firm, senior roles at a regional bank, pension investment management at 3M, and founding/leading a mezzanine fund platform; he serves on Kayne Anderson’s investment committees .
- Stock performance/TSR during tenure: Not disclosed in proxy materials; KBDC’s IPO occurred in May 2024 .
Compensation Committee Oversight
- Committee structure: The Nominating, Corporate Governance and Compensation Committee comprises only Independent Directors and is chaired by the Lead Independent Director (Mariel A. Joliet) .
- Consultant usage/peer group/targets: Not disclosed in proxy.
Investment Implications
- Alignment: Absence of issuer‑level executive pay and equity awards means no forced vesting‑related selling pressure; insider ownership exists but Quinn’s direct stake is modest (<1%); hedging/shorting prohibitions enhance alignment .
- Incentive drivers: The external advisor’s fee model (1.00% base, income fee with 1.5% quarterly NAV hurdle, 12‑quarter lookback, Incentive Fee Cap; 15% capital gains fee) ties platform compensation to sustainable NII and realized gains over multi‑quarter horizons, moderating short‑termism and penalizing cumulative losses; near‑term fee waivers post‑IPO signal goodwill but are non‑recoupable and temporary .
- Governance risk: Quinn’s dual role (Interested Director and advisor executive) raises independence optics, but risk is mitigated by a majority‑independent Board, independent committee control, and Quinn’s lack of committee assignments; directors met attendance thresholds and hold executive sessions regularly .
- Retention/continuity: No company employment contracts or severance; retention depends on advisor employment and the advisory relationship. The advisory and administration agreements are in place through March 15, 2026, but remain terminable on 60 days’ notice—introducing structural, not individual, retention risk .
- Related‑party oversight: Co‑investment exemptive relief and committee oversight of valuation/reporting aim to manage conflicts inherent in a multi‑platform advisor structure .