Barbara Daniel
About Barbara Daniel
Barbara Daniel (age 59) is an Independent Director of New Mountain Finance Corporation (NMFC), serving since 2023; she was nominated in 2025 to continue for a three-year term expiring in 2028 if elected . She is not an “interested person” under the 1940 Act and is designated by the board as independent . Daniel’s executive background is in corporate strategy: Chief Strategy Officer at Sirius XM (2024–2025) and previously Vice President and Head of Corporate Strategy (2015–2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sirius XM | Chief Strategy Officer | 2024–2025 | Corporate strategy leadership for satellite/online radio services |
| Sirius XM | Vice President & Head of Corporate Strategy | 2015–2024 | Led M&A and corporate finance strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NMF SLF I, Inc. (BDC) | Director | Since 2023 | Fund complex affiliate |
| New Mountain Private Credit Fund (BDC) | Director | Since 2024 | Fund complex affiliate |
| Isos Acquisition Corp. | Director | 2021–2022 | Prior SPAC directorship |
Board Governance
- Independence: The board determined Daniel is independent (not an “interested person” under the 1940 Act) .
- Attendance: In 2024 the board met 9 times; committees met frequently. Other than Mr. Hamwee, all directors attended at least 75% of aggregate board and committee meetings, indicating Daniel met the attendance threshold .
- Executive sessions: Independent directors meet in executive session after each regular meeting, chaired by the Audit Committee Chair .
- Leadership structure: NMFC’s Chair is an “interested person” (Steven B. Klinsky); there is no designated Lead Independent Director .
| Committee | Member | Chair | Notes |
|---|---|---|---|
| Audit | Yes | No (Chair: Rome G. Arnold III) | Board designated her as an “audit committee financial expert” |
| Nominating & Corporate Governance | Yes | No (Chair: Alfred F. Hurley, Jr.) | Oversees board evaluations and governance principles |
| Compensation | Yes | No (Chair: Alfred F. Hurley, Jr.) | Reviews director pay; adviser agreements |
| Valuation | Yes | No (Chair: David Ogens) | Oversees fair value methodologies, risks, and third-party valuers |
Fixed Compensation
- Structure: Independent Directors receive an annual retainer of $120,000; $2,500 per regularly scheduled board meeting; $1,000 for special meetings/written consents (limited to once per quarter); chair retainers are $12,500 (Audit), $7,500 (Valuation), and $2,500 each for Compensation and Nominating .
- Actual 2024 cash paid from NMFC: Daniel received $137,000; from the Fund Complex she received $157,667; no other compensation reported .
| Metric | Value |
|---|---|
| Annual Director Retainer (Independent Directors) | $120,000 |
| Per Regular Board Meeting Fee | $2,500 |
| Per Special Meeting/Written Consent Fee | $1,000 (not to exceed once per fiscal quarter) |
| Chair Retainers | Audit $12,500; Valuation $7,500; Compensation $2,500; Nominating $2,500 |
| 2024 Director Compensation | Fees Paid in Cash from NMFC | Other Compensation from NMFC | Total from NMFC | Fees Paid in Cash from Fund Complex | Other Compensation from Fund Complex | Total from Fund Complex |
|---|---|---|---|---|---|---|
| Barbara Daniel | $137,000 | — | — | $157,667 | — | $157,667 |
Performance Compensation
- NMFC reports no stock or option plan, non-equity incentive plan, or pension plan for directors; consequently, Daniel receives no performance-based pay, stock awards, or option grants as a director .
| Performance Element | Status |
|---|---|
| Annual/Target Bonus | None for directors |
| Stock awards (RSUs/PSUs) | None for directors |
| Option awards | None for directors |
| Performance metrics (e.g., TSR, EBITDA) | Not applicable to director compensation |
| Clawbacks/COC provisions | Not applicable to directors’ pay |
Other Directorships & Interlocks
| Company | Relationship to NMFC | Potential Interlock Consideration |
|---|---|---|
| NMF SLF I, Inc.; New Mountain Private Credit Fund | Same fund complex; Independent Director | Oversight alignment across affiliates; co-invest governance relies on Independent Directors’ “required majority” determinations under SEC exemptive order |
| Isos Acquisition Corp. | Unrelated | No NMFC-related tie disclosed |
Expertise & Qualifications
- Strategy/M&A/Corporate Finance expertise developed at Sirius XM (CSO, Head of Corporate Strategy) .
- Board-designated “audit committee financial expert” status, meeting SEC Regulation S-K Item 407 criteria .
Equity Ownership
- Beneficial ownership: Daniel reported no shares in NMFC as of the March 19, 2025 record date; her dollar range of equity securities in NMFC and in the Fund Complex is “None” .
- Shares outstanding (denominator reference): 107,851,415 shares at record date .
| Holder | NMFC Shares Owned | Ownership % | Dollar Range in NMFC | Dollar Range in Fund Complex |
|---|---|---|---|---|
| Barbara Daniel | 0 (reported as “—”) | 0.00% (based on 107,851,415 shares) | None | None |
Governance Assessment
-
Positives
- Independence: Not an “interested person” and formally classified as independent .
- Committee coverage: Serves on all four standing committees (Audit, Nominating & Corporate Governance, Compensation, Valuation) with “audit committee financial expert” designation—enhances board effectiveness in oversight of reporting, valuation, governance, and compensation .
- Engagement: Met the minimum attendance threshold (≥75%) alongside the independent directors cohort, indicating baseline engagement .
- Co-invest oversight: Independent Directors (including Daniel) form the “required majority” for approving affiliate co-investments under the SEC exemptive order—central to managing related-party and allocation risks .
-
Risk Indicators and Red Flags
- No NMFC share ownership: Reported “None” for both NMFC and fund complex dollar ranges; zero beneficial ownership—potential alignment concern for investors prioritizing “skin in the game” .
- No equity-based director compensation: Director pay is entirely cash; absence of equity grants reduces direct long-term alignment signals (acknowledging company policy) .
- Hedging policy: Hedging transactions in NMFC stock are not categorically prohibited (pre-clearance required), which is less restrictive than outright hedging bans some investors prefer .
- Board structure context: Chair is an “interested person” and the board has no Lead Independent Director—places added importance on independent committees (where Daniel participates) and executive sessions to mitigate influence and ensure robust oversight .
-
Additional Notes
- Compensation governance: The Compensation Committee can engage independent consultants but does not currently do so; oversight includes annual review/re-approval of advisory and administration agreements—an area where Daniel contributes as a committee member .
- Meetings and workload: 2024 activity included 9 board meetings and 22 committee meetings across Audit (8), Nominating (2), Compensation (4), Valuation (8); Daniel’s multi-committee role implies substantial oversight workload .
Overall, Daniel’s independence, committee breadth, and audit/valuation expertise support board effectiveness in a BDC with affiliate co-invest complexity; however, zero ownership and cash-only director pay are notable alignment drawbacks for governance-focused investors .