DEF 14A of Crescent Capital BDC, Inc.
Filed Apr 1, 20260001140361-26-012755
ELECTION OF CLASS II DIRECTORS
ELECTION OF CLASS II DIRECTORS The Board is currently composed of six Directors, who are divided into three classes with staggered terms of three years, each with the term of office of one of the three classes expiring at each annual meeting of stockholders. At the Annual Meeting, the holders of the Corporation’s Common Stock are being asked to re-elect Susan Yun Lee and Michael S. Segal, as Class II Directors of the Corporation, to serve for a three-year term expiring at the 2029 annual meeting of stockholders or until their respective successor is duly elected and qualifies. Ms. Lee and Mr. Segal each currently serves as a Class II Director of the Corporation. Each has consented to being named in this Proxy Statement and agreed to continue to serve as a Class II Director, as applicable, if re-elected. If Ms. Lee or Mr. Segal is unavailable for re-election, at the time of the Annual Meeting, the persons named as proxies will vote for such substitute nominee(s) as the Corporation’s Nominating and Corporate Governance Committee (the “Nominating Committee”) may select. It is not anticipated that Ms. Lee or Mr. Segal will be unable or unwilling to serve.
Information about the Class II Director Nominees and Other Directors of the Corporation
Information about the Class II Director Nominees and Other Directors of the Corporation The following tables provide information concerning the Class II Director Nominees, and the other individuals serving as Directors of the Corporation, as of the date of this Proxy Statement. The Class II Director Nominees are listed in the first table under “Class II Director Nominees.” The Board believes that each of the Directors, including the Class II Director Nominees, has the experience, qualifications, attributes and skills appropriate to serve as a Director of the Corporation, in light of the Corporation’s business and structure. Certain of these business and/or professional experiences are set forth in detail below. The address for each listed individual is c/o Crescent Capital BDC, Inc., 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California 90025. The Corporation is not part of a “Family of Investment Companies,” as that term is defined in the 1940 Act, and which includes any two or more registered investment companies that share the same investment adviser or principal underwriter and hold themselves out to investors as related companies for purposes of investment and investor services. The Corporation is part of a “Fund Complex,” which is defined to include investment companies registered under the 1940 Act and BDCs that (i) hold themselves out to investors as related companies for purposes of investment and investor services or (ii) have a common investment adviser or affiliated investment advisers.
Class II Director Nominees
Class II Director Nominees
Class II Director Nominees
| Name and Age | Position(s) held with the Corporation | Term of Office and Length of Time Served | Principal Occupation(s) During the Past Five Years | Number of Portfolio Companies in Fund Complex Overseen by Directors(1) | Other Directorships Held During the Past Five Years | | Michael S. Segal (Born 1957) Independent Director | Director and Chairman of the Nominating Committee | Class II Director since 2015; Term expires 2026 | Managing Partner of Fred Segal Family LLC, President of Segal Family–United World Foundation | 1 | None | | Susan Yun Lee (Born 1980) Independent Director | Director | Class II Director Since 2022; Term expires 2026 | Chief Investment Officer of Clif Family Foundation (endowed foundation), Owner of Rocketbox, LLC (private investment firm), Partner of White Road Capital Management (family office), Chief Investment Officer of Sentinel Management, LLC (single family office), Member of the Investment Committee of The Library Foundation | 3 | CPCI, CCS IX BDC, American Battery Technology Company |
Class II Director Nominees
| (1) “Fund Complex,” is defined to include investment companies registered under the Investment Company Act and BDCs that (i) hold themselves out to investors as related companies for purposes of investment and investor services or (ii) have a common investment adviser or affiliated investment advisers. As of the date of this proxy statement, the Fund Complex consists of the Company, Crescent Private Credit Income Corp. (“CPCI”) and CCS IX Portfolio Holdings, LLC (“CCS IX BDC”). |
Class III Directors (not up for re-election at the Annual Meeting)
Class III Directors (not up for re-election at the Annual Meeting)
Class III Directors (not up for re-election at the Annual Meeting)
| Name and Age | Position(s) held with the Corporation | Term of Office and Length of Time Served | Principal Occupation(s) During the Past Five Years | Number of Portfolio Companies in Fund Complex Overseen by Directors(1) | Other Directorships Held During the Past Five Years | | Steven F. Strandberg (Born 1955) Independent Director | Director and Chairman of the Compensation Committee | Class III Director since 2015; Term expires 2027 | Co-founder and Managing Partner of Albany Road Real Estate Partners | 1 | None | | Elizabeth Ko(2) (Born 1979) | Director | Class III Director since 2021; Term expires 2027 | Managing Director of Crescent Capital Group LP (“Crescent”). | 1 | None |
Class III Directors (not up for re-election at the Annual Meeting)
| (2) Ms. Ko is deemed to be an “interested person” of the Corporation under the 1940 Act because of her affiliation with the Advisor. |
Class I Directors (not up for re-election at the Annual Meeting)
Class I Directors (not up for re-election at the Annual Meeting)
Class I Directors (not up for re-election at the Annual Meeting)
| Name and Age | Position(s) held with the Corporation | Term of Office and Length of Time Served | Principal Occupation(s) During the Past Five Years | Number of Portfolio Companies in Fund Complex Overseen by Directors(1) | Other Directorships Held During the Past Five Years | | Kathleen S. Briscoe (Born 1960) Independent Director | Director | Class I Director since December 2019; Term expires 2028 | Partner and Chief Capital Officer of Dermody Properties. | 3 | CPCI, CCS IX BDC, Griffin Capital Essential Asset REIT, Inc., and Resmark Properties and Crescent Acquisition Corp | | George G. Strong, Jr. (Born 1947) Independent Director | Director and Chairman of the Audit Committee | Class I Director since 2015; Term expires 2028 | Senior Advisor and former Managing Director and General Counsel of Cornerstone Research. | 1 | Yello Media Group (Cayman) |
Class I Directors (not up for re-election at the Annual Meeting)
| (1) “Fund Complex,” is defined to include investment companies registered under the Investment Company Act and BDCs that hold themselves out to investors as related companies for purposes of investment and investor services or (ii) have a common investment adviser or affiliated investment advisers. As of the date of this proxy statement, the Fund Complex consists of the Corporation, CPCI and CCS IX BDC. |
Class I Directors (not up for re-election at the Annual Meeting)
Steven F. Strandberg is a Director of the Corporation and serves as Chairman of the Compensation Committee. Mr. Strandberg also serves as a member of the Nominating Committee and the Audit Committee. Mr. Strandberg is a co-founder and Managing Partner of Albany Road Real Estate Partners. Previously, he was Managing Director and co-founder of WestBridge Ventures, a firm that invested in later-stage private technology companies. Prior to WestBridge, Mr. Strandberg specialized in advising emerging private companies on financings and mergers and acquisitions, working with Merrill Lynch where he was founder and head of the West Coast Technology Investment Banking group, with Donaldson, Lufkin & Jenrette and with Morgan Stanley. Mr. Strandberg is a current or former member of the board of numerous companies, as well as several non-profit organizations. Mr. Strandberg received his M.B.A. from Harvard University and his A.B. from the University of Chicago. The Corporation believes that Mr. Strandberg’s experience in the financial markets and numerous board positions support his service to the Board. Elizabeth Ko is a Managing Director of Crescent focusing on private credit. Prior to joining Crescent in 2007, Ms. Ko was a member of the Bank Debt Portfolio Group of Goldman, Sachs & Co. Prior thereto, Ms. Ko was a member of the Financial Institutions Group of Morgan Stanley. Ms. Ko received her M.B.A. from the Wharton School of the University of Pennsylvania and her B.A. from the University of California, Berkeley. The Corporation believes that Ms. Ko’s experience and extensive knowledge of the financial services industry, the private credit market in particular, and the business and operations of the Advisor supports her service to the Board. Michael S. Segal is a Director of the Corporation and serves as Chair of the Nominating and Corporate Governance Committee. Mr. Segal is President/CEO of Segal Family-United World Foundation. Mr. Segal serves as trustee at Harvard-Westlake School. Mr. Segal is a former member of the boards of Pomona College, Good Hope Medical Foundation, Pencils of Promise, University of Richmond, Heal the Bay, Poly Prep Country Day School, Los Angeles World Affairs Council and Town Hall, and the Institute for Shipboard Education/Semester at Sea. Mr. Segal received a master’s degree from UCLA and a bachelor’s degree from Pomona College. The Corporation believes that Mr. Segal’s operational and executive experience supports his re-election to the Board. Susan Yun Lee is a Director of the Corporation. She is also a Director of CPCI and CCS IX BDC. Ms. Lee is a multi-asset class allocator with experience advising institutions on investments in funds, private companies, public stocks, options, and derivatives across public equities, private equity, venture capital, real assets, credit, fixed income, and hedge fund strategies. She currently serves as Chief Investment Officer of a foundation. Previously, Ms. Lee managed investment assets for The Broad Foundations. Earlier, Ms. Lee was a Partner at Angeles Investment Advisors. Ms. Lee was also a private equity investor at Black Canyon Capital and Vintage Capital Partners, and she began her career in strategy at Bain & Company and at The Walt Disney Company. Ms. Lee has an M.B.A. from Harvard Business School where she earned honors and was a Toigo Fellow and a B.A. from Stanford University, Phi Beta Kappa. The Corporation believes that Ms. Lee’s experience in the financial markets and numerous board positions support her re-election to the Board. Kathleen S. Briscoe is a Director of the Corporation. She is also a Director of CPCI and CCS IX BDC. Ms. Briscoe is a Partner and the Chief Capital Officer of Dermody Properties. Ms. Briscoe is an independent director at Resmark Properties. She also serves as a director on the board of Board of Regents - Friends of Dartmouth Rowing. She is on the Board of NAREIM (National Association of Real Estate Investment Managers) and AFIRE (Association of Foreign Investors in Real Estate), and a member of the Real Estate Roundtable. She received a B.A. in Policy Studies and Sociology from Dartmouth College and an M.B.A. from Harvard University. The Corporation believes that Ms. Briscoe’s operational and executive experience supports her service to the Board. George G. Strong, Jr. is a Director of the Corporation and serves as the Chairman of the Audit Committee. Mr. Strong is a retired Managing Partner of PwC LLP and currently is a Senior Advisor and former Managing Director & General Counsel of Cornerstone Research. He has held the positions of Chief Financial Officer and Chief Operating Officer at several start-ups and smaller businesses in the software, dental products and freight forwarding industries. He currently is Vice Chairman of the Board and General Counsel of Yello Media Group (Cayman). He received a B.A. in Economics from Yale University, M.B.A. from Harvard University, and J.D from the University of San Diego School of Law. Mr. Strong holds a current Certified Public Accountant (“CPA”) license (inactive) in California and is an active member of the State Bar of California. The Corporation believes that Mr. Strong’s legal and public accounting experience supports his service to the Board.
The Advisor
The Advisor The Advisor is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Corporation’s investment activities are managed by the Advisor, which is responsible for (i) originating prospective investments, (ii) conducting research and due diligence investigations on potential investments, (iii) analyzing investment opportunities, (iv) negotiating and structuring the Corporation’s investments, and (v) monitoring the Corporation’s investments and portfolio companies on an ongoing basis. The Advisor has entered into a Resource Sharing Agreement (the “Resource Sharing Agreement”) with Crescent, pursuant to which Crescent provides the Advisor with experienced investment professionals (including the members of the Advisor’s investment committee) and access to the resources of Crescent so as to enable the Advisor to fulfill its obligations under the Corporation’s Investment Advisory Agreement with the Advisor (the “Investment Advisory Agreement”). Through the Resource Sharing Agreement, the Advisor capitalizes on the deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Crescent’s investment professionals.