David Stiepleman
About David Stiepleman
David Stiepleman (birth year 1971) is an “interested” director and Vice President of TSLX, and Co‑Founding Partner and Co‑President of Sixth Street. He has been Vice President since 2011 and a TSLX director since 2019; education includes a B.A. from Amherst College and a J.D. from Columbia University . Performance context: TSLX declared total dividends of $2.08 per share for 2024 and its March 31, 2025 closing price of $22.38 represented a ~30.4% premium to year‑end 2024 NAV of $17.16, signaling strong market support for the platform .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various (not specifically enumerated in proxy) | Cross‑border corporate lawyer; senior executive and business builder operating in U.S., Europe, and Asia | Not disclosed | Legal, regulatory, and operational experience underpinning governance and deal review |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sixth Street Lending Partners | Trustee | Since 2022 | Direct lending governance; aligns oversight with TSLX platform |
| Westbound Equity Partners (f/k/a Concrete Rose) | Strategic Advisor | Not disclosed | Strategic guidance; network expansion for alternative investments |
| Mt. Tamalpais College | Advisory Council | Not disclosed | Community/education governance experience |
Fixed Compensation
TSLX is externally managed; executive officers (including Stiepleman) do not receive direct compensation from TSLX. Interested directors/officers are not paid director fees by TSLX; independent directors receive cash retainers and meeting fees. TSLX reimburses the Adviser only for certain administrative personnel costs (e.g., CFO, CCO) and overhead .
| Role | Cash Retainer | Board Meeting Fee | Monthly Telephonic Update Fee | Committee Meeting Fee | Chair Fees |
|---|---|---|---|---|---|
| Independent Director (2024) | $110,000 | $2,500 | $1,500 | $1,000 | Audit Chair +$15,000; Nominating Chair +$10,000 |
| Independent Director (from Jan 1, 2025) | $125,000 | $2,500 | $1,500 | $1,000 | Audit Chair +$15,000; Nominating Chair +$10,000 |
| Interested Director (e.g., Stiepleman) | $0 | $0 | $0 | $0 | $0 |
2024 Independent Director pay examples (cash only; interested directors receive none): Doddy $140,500; Higginbotham $151,500; Ross $142,500; Slotkin $157,500; Tanemura $142,500; Covington $142,500 .
Performance Compensation
As an executive of the external Adviser, Stiepleman’s economics align with the Adviser’s fee model rather than a TSLX corporate pay plan. The Adviser is paid a base management fee and two incentive fee components tied to investment income (with a hurdle and catch‑up) and realized capital gains .
| Component | Structure | Key Rates/Thresholds | Basis | 2024 Amounts |
|---|---|---|---|---|
| Base Management Fee | 1.5% annual on average gross assets (quarterly, in arrears) | 1.5% | Average gross assets (two most recent quarters) | $51.8M (gross of waivers) |
| Leverage Waiver on Mgmt Fee | Waives portion above 1.0% on assets financed over 200% asset coverage | 1.0% effective rate on excess | Average gross assets above 200% asset coverage | $1.5M waived in 2024 |
| Investment Income Incentive Fee | Quarterly hurdle and catch‑up; then 17.5% of excess NII | 1.5% quarterly hurdle; catch‑up to 1.82% (7.28% annualized); 17.5% thereafter | Pre‑fee net investment income on prior quarter NAV | Included in incentive fees; see below |
| Capital Gains Incentive Fee | Annual 17.5% on cumulative realized gains net of losses (post‑3/31/2014) | 17.5% | Cumulative realized gains minus losses | Incentive Fees totaled $40.2M; $45.5M realized/payable in 2024 (per proxy) |
Implications for pay‑for‑performance: Fees scale with gross assets and net investment income; hurdle protects base returns before incentive accrual, but incentive can be paid even in quarters with capital losses, potentially creating tension between fee accrual and TSR/NAV outcomes .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 11,079 |
| Ownership % of outstanding | <0.1% (asterisk in proxy table) |
| Shares pledged as collateral | 5,544 (pledged to a third‑party financial institution; indirect entities with pass‑through voting and no dispositive power) |
| Dollar range of ownership | Over $100,000 (as of 3/31/2025; based on closing price) |
| Hedging/pledging policy | Short sales and listed options prohibited; pledging and exchange funds strongly discouraged. Pledging generally prohibited, but exceptions may be granted by Sixth Street Legal & Compliance if financial capacity to repay without pledged securities is demonstrated . |
Red flag: Active pledging (5,544 shares) increases potential forced‑sale risk under adverse market conditions, despite policy discouragement and exception pathways .
Employment Terms
| Term | Details |
|---|---|
| TSLX role(s) | Director (Class I) since 2019; Vice President since 2011 (indefinite term) |
| Employer | Employee/executive of Sixth Street Specialty Lending Advisers, LLC (external adviser to TSLX) |
| Contract term | Not disclosed for individual officer; Investment Advisory Agreement renewed Nov 2024 through Nov 2025; auto‑terminates upon “assignment”; terminable by either party on 60 days’ notice |
| Severance/change‑of‑control | No individual executive severance or CoC terms disclosed. Advisory agreement termination provisions apply at firm level, not personal contracts |
| Non‑compete/non‑solicit/garden leave | Not disclosed |
| Clawback | Not disclosed |
Board Governance
- Role: Director (Class I; term expires at 2027 annual meeting). Status: “Interested person” due to affiliation with the Adviser .
- Committee roles: Not listed as a member of Audit, Compensation, Nominating & Corporate Governance, or Risk Management (voting members are Easterly, Ross, Tanemura; non‑voting Simmonds, Pluss) .
- Board attendance: Board met four times in 2024; no incumbent director attended fewer than 75% of meetings and committee meetings on which they served .
- Leadership/independence: Chairman and CEO role combined (Easterly); no Lead Independent Director. Independent directors hold executive sessions (typically quarterly) and chair core committees to mitigate dual‑role conflicts .
- Recent board changes: John D. Hershey appointed June 30, 2025 to fill vacancy (Class II); joins Audit, Compensation, Nominating committees; improves independent representation .
Director Compensation
- Stiepleman (interested director): No cash fees or equity from the company for board service .
- Independent director cash compensation schedule and 2024 cash totals provided above .
Compensation Committee Analysis
- Composition: All independent directors (Doddy, Higginbotham, Ross, Tanemura, Slotkin, Covington) .
- Responsibilities: Annual review/renewal of Investment Advisory and Administration Agreements; director compensation; other Board‑assigned duties .
- Use of consultants/peer groups: Not disclosed; TSLX does not have executive equity plans; executive compensation occurs at Adviser level, not TSLX .
Related Party Transactions and Conflicts
- External management: Adviser manages investments, receives management/incentive fees; conflicts addressed via board oversight and SEC exemptive orders for co‑investments .
- Co‑investment exemptive order: “Required majority” of independent directors must approve terms as fair and non‑overreaching for co‑investments; allocation policies disclosed; Sixth Street must make TSLX aware of opportunities within Board‑established criteria .
Performance & Track Record (Company context)
| Metric | 2022 | 2023 | 2024 | 1Q 2025 notes |
|---|---|---|---|---|
| NAV per share (qtr snapshots) | Q4: $16.48 | Q4: $17.04 | Q4: $17.16 | Premium to NAV of ~30.4% at 3/31/2025 closing price $22.38 |
| Cash dividends per share (annual sum) | $1.84 (sum of qtrs) | ~$2.10 (sum of qtrs) | $2.08 (incl. $0.07 supplemental declared in 1Q25) | — |
Note: TSR and EBITDA growth not disclosed in proxy; as a BDC, performance is discussed via NAV, dividends, and market premium/discount to NAV .
Equity Ownership & Alignment (Detail)
| Holder | Shares | % Outstanding | Pledged |
|---|---|---|---|
| David Stiepleman | 11,079 | <0.1% | 5,544 |
Company outstanding shares at 3/31/2025: 93,964,358 .
Vesting Schedules and Insider Selling Pressure
- TSLX does not grant options or executive equity awards; there are no company‑level RSUs/PSUs to vest for officers (no equity compensation plans) .
- Insider transaction analysis: We attempted to pull Form 4 transactions for Stiepleman (2023–present) but the insider‑trades endpoint returned “401 Unauthorized.” No incremental Form 4 data could be incorporated at this time. Pledging noted above from the proxy’s beneficial ownership table .
Say‑on‑Pay & Shareholder Feedback
- No say‑on‑pay proposal in 2025 proxy; agenda limited to director elections and auditor ratification .
Investment Implications
- Alignment: As an Adviser executive and investment committee member, Stiepleman’s incentives are tied to assets under management and net investment income via the fee schedule, not TSLX‑specific equity grants—creating strong motivation to preserve NII above the hurdle and sustain dividend capacity, but potentially less direct alignment with TSR/NAV given incentive mechanics can pay amid capital losses .
- Governance: Dual‑role “interested” director status and absence of a Lead Independent Director elevate independence concerns; mitigation includes independent committee control and regular executive sessions . Continued annual renewals of advisory agreements allow periodic scrutiny of fee terms and performance .
- Ownership: Personal ownership is modest (<0.1%) with an active pledge, a downside‑risk flag especially in market stress. Policies discourage pledging but permit exceptions, indicating risk management relies on individual financial capacity assessments rather than a blanket prohibition .
- Trading signal: Persistent premium to NAV and consistent dividends underpin investor support, but fee/asset growth incentives and pledging posture warrant monitoring for potential dilution proposals (e.g., below‑NAV issuance authorization) and leverage‑related fee waivers utilization to align interests during cycle shifts .