Jennifer Gordon
About Jennifer Gordon
Jennifer Gordon (born 1975) is Vice President of TSLX (since 2015) and a Class II director (elected January 2019); she is an “interested person” under the 1940 Act as Partner and Chief Compliance Officer of Sixth Street . She previously served as TSLX’s Chief Compliance Officer and Secretary until her election to the Board; prior roles include Managing Director co-heading Americas Securities Division Compliance at Goldman Sachs (2004–2014) and associate at White & Case LLP; she holds a J.D. from Fordham and a B.A. in International Relations from the University of Michigan . As a director, she met Board attendance requirements in 2024 (no incumbent director was below 75% of meetings) . Performance metrics such as TSR, revenue growth, or EBITDA growth are not disclosed specific to her.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TSLX | Chief Compliance Officer and Secretary | 2015–2019 | Built and oversaw compliance program prior to Board election |
| Goldman Sachs & Co. | Managing Director; co-headed Americas Securities Division Compliance | 2004–2014 | Led regulatory/compliance for major securities division |
| White & Case LLP | Associate | Not disclosed | Legal foundation supporting later compliance leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sixth Street | Partner and Chief Compliance Officer | Ongoing | Sets firm-wide compliance standards across platforms |
| Sixth Street Lending Partners | Trustee (board member) | Since 2022 | Oversees affiliated BDC governance and audit oversight |
Fixed Compensation
TSLX is externally managed; executive officers (including Jennifer Gordon) receive no direct compensation from TSLX. TSLX reimburses its Adviser for an allocable portion of compensation for operational/administrative roles (e.g., CFO, CCO) under the Administration Agreement; there are no company equity compensation plans .
| Component | 2024/2025 Company Disclosure | Notes |
|---|---|---|
| Base Salary | Not paid by TSLX to executive officers | Executives are employees of Adviser; TSLX reimburses allocable costs for certain roles |
| Target/Actual Bonus | Not paid by TSLX to executive officers | Bonuses, if any, are paid by Adviser; not disclosed by TSLX |
| Director Cash Fees | None for interested directors | Officers of Adviser serving as directors (incl. Gordon) receive no director compensation from TSLX |
| Equity Plans | None | TSLX has no equity compensation plans |
Performance Compensation
At the company level, incentives flow through the Adviser fee structure; individual executive performance pay is not disclosed by TSLX.
| Metric | Structure | Rate/Hurdle | Paid 2024 |
|---|---|---|---|
| Base Management Fee | On average gross assets (quarterly in arrears) | 1.5% annual; waiver reduces fee on leverage >200% asset coverage to 1.0% on excess assets | $51.8mm management fees gross; $1.5mm waived under leverage waiver |
| NII Incentive Fee | Quarterly “hurdle then catch-up” on pre-incentive NII | 1.5% quarterly hurdle; 100% catch-up to 1.82% (then 17.5% above) | Part of total incentive fees $40.2mm (with $45.5mm realized/payable) |
| Capital Gains Incentive Fee | Annual on cumulative realized gains | 17.5% (post-4/1/2014) | Accrued if gains realized; rate disclosure only |
Notes: This structure ties TSLX’s fee outflows (and thus Adviser profits) to net investment income and realized gains; individual executive pay at the Adviser is not disclosed by TSLX .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares Beneficially Owned | 2,500 common shares (as of March 31, 2025) |
| Ownership % | Less than 0.1% of shares outstanding (93,964,358) |
| Dollar Range of Ownership | $50,001—$100,000 (based on 3/31/2025 price) |
| Vested vs Unvested | No RSUs/options disclosed; TSLX has no equity compensation plans |
| Options (Exercisable/Unexercisable) | None disclosed |
| Pledging/Hedging | Insider policy prohibits margin accounts/pledging and short-term/speculative transactions; exceptions may be granted; no pledge footnote for Gordon |
| Ownership Guidelines | Not disclosed |
Employment Terms
| Term | Disclosure |
|---|---|
| Current Officer Role | Vice President of TSLX (since 2015; indefinite term) |
| Board Service History | Director since 2019; Class II nominee elected in 2025 |
| Contract Term/Expiration | Not applicable at company level; executives employed by Adviser |
| Severance/Change-of-Control | Not disclosed for executives; Advisory/Administration Agreements auto-terminate on assignment and are terminable on 60 days’ notice |
| Clawbacks/Policies | SOX Code of Business Conduct and Ethics adopted; no compensation clawback policy disclosed |
| Non-Compete/Non-Solicit | Not disclosed |
Board Governance
- Committee roles: Gordon is an “interested” director and Vice President; committee membership is limited to independent directors. Audit, Compensation, and Nominating & Corporate Governance Committees consist solely of independent directors; Risk Management Committee voting members are Easterly (Chair), Ross and Tanemura; Gordon is not listed as a committee member .
- Independence: She is an “interested person” due to her role at the Adviser, not independent under the 1940 Act/NYSE BDC standards .
- Attendance: The Board met four times in 2024; no incumbent director attended fewer than 75% of Board/committee meetings on which they served .
- Dual-role implications: Chairman and CEO roles are combined (Easterly); no Lead Independent Director; independent directors hold executive sessions and chair key committees to mitigate conflicts inherent in interested directors (including Gordon) serving on the Board of an externally managed BDC .
Director Compensation (Context and Gordon-specific)
- Independent directors receive retainers and meeting fees; annual retainer increased to $125,000 effective January 1, 2025; 2024 cash fees ranged from $140,500 to $157,500 depending on roles/attendance .
- Officers of the Adviser serving as directors (e.g., Jennifer Gordon) receive no director compensation from TSLX .
Related Party Transactions and Conflicts
- As Partner/CCO of Sixth Street and officer of the Adviser, Gordon is part of the affiliated ecosystem. TSLX discloses allocation/conflict management via a co-investment exemptive order, investment opportunity allocation principles, and independent director “required majority” approvals for co-investments .
- Adviser fee structure (management and incentive fees) creates potential conflicts; Board reviewed and renewed Advisory/Administration Agreements in November 2024 .
Risk Indicators & Red Flags
- Litigation involving directors and nominees adverse to the Company: None reported .
- Pledging: Insider policy generally prohibits pledging; several officers/directors have pledged shares; Gordon has no pledge footnote in the ownership table .
- Hedging: Prohibited short sales/public option transactions; other hedges strongly discouraged and require approval .
Performance & Track Record
- Biographical assessment notes Gordon’s regulatory/operational expertise; no individual performance metrics or TSR disclosures tied to her tenure .
Compensation Peer Group and Say-on-Pay
- Not applicable; TSLX does not directly compensate executive officers and has no equity compensation plans; say-on-pay/peer group disclosures are not provided .
Investment Implications
- Alignment: Gordon’s direct TSLX equity stake is small (2,500 shares; <0.1%), and she receives no company-level compensation; her incentives are primarily through the Adviser, whose profits are driven by TSLX’s management and incentive fees—linking executive motivation more to firm-wide NII/capital gains than to per-executive metrics .
- Governance risk: As an “interested” director and senior compliance officer at the Adviser, independence concerns exist; however, TSLX mitigates via independent-only key committees, executive sessions, and SEC exemptive co-investment oversight, reducing but not eliminating related-party risks .
- Trading signals: No disclosed pledging or option holdings for Gordon; insider policy curtails hedging/pledging, which limits forced-selling risk; monitor future Form 4s and proxy ownership updates for changes .
- Contractual resilience: Executive employment terms are at the Adviser; company-level change-of-control/severance for executives are not disclosed, so retention risk must be evaluated through Adviser stability and Advisory Agreement renewals (renewed into 2025) .