Compensation Committee
The
Companys Board of Trustees has a Compensation Committee that is responsible for annually reviewing and recommending for approval to the Board the Investment Advisory Agreement (as defined below) and the Administration Agreement (as defined
below). The members of the Compensation Committee are Robert Bass, James Clark, Tracy Collins, Vicki Fuller and Michelle Greene, all of whom have been determined not to be interested persons of the Company under the 1940 Act and who are
independent as defined in the NYSE Listing Standards. Ms. Fuller serves as the Chairperson of the Compensation Committee. The Compensation Committee met one time during the fiscal year ended December 31, 2022.
The Compensation Committee is also responsible for reviewing and approving the compensation of the Independent Trustees. In addition, although the Company does not
directly compensate the Companys executive officers currently, to the extent that the Company will do so in the future, the Compensation Committee would also be responsible for reviewing and evaluating their compensation and making
recommendations to the Board of Trustees regarding their compensation. The Compensation Committee has the authority to engage compensation consultants and to delegate their duties and responsibilities to a member or to a subcommittee of the
Compensation Committee. The Compensation Committee operates pursuant to its charter that was most recently reviewed by the Companys Board of Trustees on August 2, 2023.
The Companys Compensation Committee charter is available on the Companys website (www.bxsl.com).
Compensation Committee Interlocks and Insider Participation
During 2022, the Compensation Committee was composed of Robert Bass, James Clark, Tracy Collins, Vicki Fuller and Michelle Greene, none of whom were officers or
employees of the Company during the fiscal year ended December 31, 2022, and none of whom had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K under the Exchange Act.
None of our executive officers has served on the board of trustees or compensation committee of any other entity that has or has had one or more executive officers who served as a member of our Board of Trustees or our Compensation Committee during
the fiscal year ended December 31, 2022.
Certain Relationships and Transactions
Investment Advisory Agreement; Administration Agreement
On October 28, 2021, in connection with the closing of its initial public offering (IPO), the Company entered into an amended and restated investment
advisory agreement (as amended and restated, the Investment Advisory Agreement), pursuant to which the Company pays a fee for the Advisers services consisting of two components: a base management fee and an incentive fee. The
Adviser has implemented a waiver effective from the consummation of the IPO to extend the Companys pre-IPO fee structure for a period of two years. With the waiver in place, instead of having the base
management fee and each incentive fee increase to 1.00% and 17.5%, respectively, following the IPO, each such fee will remain at 0.75% and 15.0% for a period of two years following the IPO (the Waiver Period). As a result of the fee
waiver, the pre-listing management fee and incentive fee rates paid by the Company to the Adviser will not increase during the Waiver Period. Amounts waived by the Adviser are not subject to recoupment by the
Adviser.
On October 1, 2018, the Company entered into an Administration Agreement with the Administrator (the Administration Agreement). Under the
terms of the Administration Agreement, the Administrator provides, or oversees the performance of, administrative and compliance services, including, but not limited to, maintaining financial records, overseeing the calculation of the Companys
NAV, compliance monitoring (including diligence and oversight of the Companys other service providers), preparing reports to shareholders and reports filed with the SEC, preparing materials and coordinating meetings of the Board of Trustees,
managing the payment of expenses and the performance of administrative and professional services rendered by others and providing office space, equipment and office services. The Administrator may also offer to provide, on the Companys behalf,
managerial assistance to the Companys portfolio companies.
Pursuant to the Investment Advisory Agreement and the Administration Agreement, the Company will
reimburse the Adviser and Administrator for certain expenses as they occur. Each of the Investment Advisory Agreement and the Administration Agreement has been approved by the Board. Unless earlier terminated, each of the Investment Advisory
Agreement and the Administration Agreement will remain in effect for a period of two years from the date it first became effective and will remain in effect from
year-to-year thereafter if approved annually by a majority of the Board, including a majority of independent trustees, or by the holders of a majority of our outstanding
voting securities.
For the years ended December 31, 2022, 2021 and 2020, base management fees were $101.7 million, $62.4 million and
$32.9 million, respectively, of which $25.4 million, $4.2 million and $0.0 million, respectively, were waived. As of December 31, 2022 and December 31, 2021, $18.6 million and $17.8 million, respectively, was
payable to the Adviser relating to management
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