DEF 14A of Carlyle Secured Lending, Inc.
Filed Apr 26, 20240001544206-24-000026
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board is presently composed of seven Directors, divided into three classes, each serving staggered three-year terms. The term of our first class of Directors will expire at 2026 annual meeting of stockholders; the term of our second class of Directors will expire at this Meeting; and the term of our third class of Directors will expire at the 2025 annual meeting of stockholders. For so long as we are subject to the 1940 Act, holders of the outstanding shares of our preferred stock are entitled, voting as a separate class, to elect two Directors of the Company at all times, and the balance of the Directors of the Company will be elected by the holders of the outstanding shares of our common stock and holders of the outstanding shares of our preferred stock, voting together as a single class. The Board has designated Linda Pace, a Class I Director whose term expires at the 2026 annual meeting of stockholders, and Mark Jenkins, a Class II Director whose term expires at this Meeting, as the Directors subject to election by holders of our preferred stock, voting separately in a single class.
Director Nominees
Director Nominees The Board has nominated each of Mark Jenkins, Nigel D.T. Andrews and Justin V. Plouffe, for election as Class II Directors of the Company, each to serve until his successor is duly elected and qualified at the annual meeting of stockholders to be held in 2027 or until his earlier death, resignation or removal. Mr. Jenkins currently serves as a Director of the Company. Mr. Jenkins is an “interested person” of the Company, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), because he serves as a Managing Director and Head of Global Credit at The Carlyle Group, Inc. (“Carlyle”), an affiliate of the Company. Mr. Plouffe currently serves as a Director of the Company. Mr. Plouffe is an “interested person” of the Company, as defined in Section 2(a)(19) of the 1940 Act, because he serves as Deputy Chief Investment Officer of Global Credit and Head of Direct Lending at Carlyle, and as Chief Executive Officer and President of the Company. Mr. Andrews currently serves as a Director of the Company and is Chairman of the audit committee of our Board (the “Audit Committee”) and the compensation committee of our Board (the “Compensation Committee”). He also serves on the nominating and governance committee of our Board (the “Nominating and Governance Committee”). The Board has determined that Mr. Andrews is not an “interested person” of the Company, of Carlyle Global Credit Investment Management L.L.C., our investment adviser (the “Adviser” or “CGCIM”), or of any of their respective affiliates as defined in Section 2(a)(19) of the 1940 Act. Each of Mr. Jenkins, Mr. Andrews and Mr. Plouffe has consented to being named in this Proxy Statement and to serving as a Director if elected at the Meeting. If, for any reason, Mr. Jenkins, Mr. Andrews or Mr. Plouffe becomes unable or unwilling to serve at the time of the Meeting, the persons named as proxies in the proxy will have the authority to vote for a substitute nominee or nominees. We do not anticipate that Mr. Jenkins, Mr. Andrews or Mr. Plouffe will be unable or unwilling to serve. At the Meeting, holders of our common stock and holders of our preferred stock, voting together as a single class, will be asked to consider and vote on the election of Mr. Andrews and Mr. Plouffe, and holders of our preferred stock, voting separately as a single class, will be asked to consider and vote on the election of Mr. Jenkins. The Board recommends that stockholders vote “FOR” the Company’s nominees for Directors.
Biographical Information
Biographical Information Set forth below are brief biographies of each of Mr. Jenkins, Mr. Andrews and Mr. Plouffe and of all other members of the Board who will continue in office. Also included below following each biography is a brief discussion of the specific experience, qualifications, attributes or skills that led our Board to conclude that the applicable Director should serve on our Board at this time. In addition, set forth further below is a biography of each executive officer of the Company who is not a Director. Unless otherwise indicated by footnote, the address for each listed individual is One Vanderbilt Avenue, Suite 3400, New York, NY 10017. Set forth below is certain information relating to our Directors, including details on each Director nominee’s specific experience, qualifications, attributes or skills that led the Board to conclude that the person should serve as a Director of the Company.
Nominees for Election as Class II Directors
Nominees for Election as Class II Directors
Nominees for Election as Class II Directors
| | Birth Year | Position | Number of Portfolios in Fund Complex Overseen by Director(1) | Expiration of Term | Director Since | | Mark Jenkins | 1967 | Director (Interested) | 3 | 2024 | 2020 | | Nigel D.T. Andrews | 1947 | Director (Independent) | 3 | 2024 | 2012 | | Justin V. Plouffe | 1976 | Director, President and Chief Executive Officer (Interested) | 3 | 2024 | 2024 |
Nominees for Election as Class II Directors
| (1) With respect to each of Messrs. Jenkins, Andrews and Plouffe, the portfolios in the “Fund Complex” are the Company and two affiliated funds, Carlyle Credit Solutions, Inc. (“CARS”), a business development company (“BDC”) that has the same investment adviser, CGCIM, and administrator, Carlyle Global Credit Administration L.L.C. (the “Administrator”), an affiliate of CGCIM, as the Company, and Carlyle Secured Lending III (“CSL III”), a BDC that has an investment adviser that is an affiliate of CGCIM, and that has the same administrator, the Administrator, as the Company. |
Nominees for Election as Class II Directors
Mark Jenkins has served on our Board since April 2020. Mr. Jenkins has also served on the board of directors of CARS since April 2020 and on the board of trustees of CSL III since June 2021. Mr. Jenkins is a Managing Director and Head of Global Credit. He is also a member of Carlyle’s Management Committee. Prior to joining Carlyle in 2016, Mr. Jenkins was a Senior Managing Director at CPP Investment Board (“CPPIB”) where he was responsible for leading CPPIB’s Global Private Investment Group with approximately CAD$56 billion of assets under management. He was Chair of the Credit Investment Committee, Chair of the Private Investments Committee and also managed the portfolio value creation group. While at CPPIB, Mr. Jenkins founded CPPIB Credit Investments, which is a multi-strategy platform making direct principal credit investments. He also led CPPIB’s acquisition and oversight of Antares Capital and the subsequent expansion in middle-market lending. Prior to CPPIB he was Managing Director, Co-Head of Leveraged Finance Origination and Execution for Barclays Capital in New York. Before Barclays, Mr. Jenkins worked for 11 years at Goldman Sachs & Co. in senior positions within the Fixed Income and Financing Groups in New York. He served on the boards of Wilton Re, Teine Energy, Antares Capital and Merchant Capital Solutions. Mr. Jenkins’s depth of experience in investment management and capital markets, intimate knowledge of the business and operations of Carlyle’s Global Credit investment platform, and experience as a director of other companies in the financial services sector provides our Board with valuable insight. Nigel D.T. Andrews has served on our Board since 2012 and is the Chairman of the Audit Committee and the Compensation Committee and a member of the Nominating and Governance Committee. Mr. Andrews has also served as a member of the board of directors of CARS since April 2017, is the chairman of the audit committee of CARS and has served as a member of the board of trustees of CSL III since June 2021 and is the chairman of the audit committee of CSL III. Prior to the completion of the merger of NF Investment Corp. (“NFIC”) into the Company (the “NFIC Acquisition”) in June 2017, Mr. Andrews served as a member of the board of directors and on the audit committee of NFIC. Mr. Andrews may from time to time serve as an independent director of other entities affiliated with Carlyle or of investment vehicles managed by Carlyle or its affiliates. Mr. Andrews previously served as governor at London Business School, a director and a member of the audit and remuneration committees at Old Mutual plc., and Chairman of Old Mutual Asset Management, where he served from 2002 to 2014. Mr. Andrews continues to actively manage his own private investments and to serve as a trustee of Victory Funds, a position he has held since 2002. From 2000 to 2010, Mr. Andrews served on the board of directors of Chemtura Corporation, a New York Stock Exchange listed company. Mr. Andrews also served as a Managing Director of Internet Capital Group, Inc. from 2000 to 2001. From 1987 to 2000, Mr. Andrews held various senior management positions within General Electric Company, including Executive Vice President of GE Capital from 1993 to 2000 and, prior to that, Vice President and General Manager of GE Plastics-Americas. During Mr. Andrews’ 13-year career with GE, he also served as a Vice President for Corporate Business Development and Strategy reporting to the chairman of the board. Prior to joining GE, Mr. Andrews was a partner at Booz Allen Hamilton Inc. He began his career in business management at Shell International Chemical Company. Mr. Andrews’ broad executive experience with the operations and transactions of industrial and financial services businesses provides our Board with valuable insights and knowledge that will enhance our ability to achieve our investment objectives. Justin Plouffe has served on our Board and as the President and CEO since March 2024. Mr. Plouffe has also served as a member of the board of directors/trustees and as the President and CEO of CARS and CSL III since March 2024. Mr. Plouffe is a Managing Director and the Deputy Chief Investment Officer for Global Credit and the Head of Direct Lending at Carlyle. Mr. Plouffe focuses on investing across Carlyle’s credit strategies and driving growth initiatives for the Global Credit platform. He is Co-Portfolio Manager for Carlyle Tactical Private Credit Fund, Co-Head of Carlyle Structured Credit Fund, and serves on various Global Credit investment committees. He is also the CEO of TCG Capital Markets L.L.C., a SEC-registered broker-dealer affiliate of The Carlyle Group. Prior to joining Carlyle, Mr. Plouffe was an attorney at Ropes & Gray LLP. He has also served as a clerk on the U.S. Court of Appeals for the First Circuit and as a legislative assistant to a U.S. Congressman. Mr. Plouffe received his undergraduate degree from Princeton University and his J.D. from Columbia Law School, where he was an editor of The Columbia Law Review. He is a CFA Charterholder and holds Series 7, 24, 57, 63, 79 and 99 licenses. Mr. Plouffe’s broad industry experience, leadership and intimate knowledge of the business and operations of Carlyle’s Global Credit investment platform provide our Board with valuable insight.
Incumbent Class I Directors: Term Expiring 2026
Incumbent Class I Directors: Term Expiring 2026
Incumbent Class I Directors: Term Expiring 2026
| | Birth Year | Position | Number of Portfolios in Fund Complex Overseen by Director(1) | Expiration of Term | Director Since | | Linda Pace | 1962 | Director, Chair of the Board (Interested) | 3 | 2026 | 2019 | | William H. Wright II | 1960 | Director (Independent) | 3 | 2026 | 2021 |
Incumbent Class I Directors: Term Expiring 2026
| (1) With respect to each of Ms. Pace and Mr. Wright, the portfolios in the “Fund Complex” are the Company, CARS and CSL III. |
Incumbent Class I Directors: Term Expiring 2026
Linda Pace has served as Chair of our Board. Ms. Pace has also served as chair of the board of directors of CARS since December 31, 2019, and as chair of the board of directors of CSL III since June 2021. On December 31, 2022, Ms. Pace stepped down as CEO and President of the Company, CSL and CSL III but continues to serve as the Board’s Chair. Until December 31, 2023, Ms. Pace also served as a Managing Director of Carlyle and the Vice Chair of Carlyle Global Credit. Previously, she was responsible for Carlyle’s Global Loans and Structured Credit Group. Prior to that role, she was responsible for portfolio management for Carlyle High Yield Partners, deploying capital into the U.S. market in cash and synthetic form. Prior to joining Carlyle, Ms. Pace spent 10 years with BHF-Bank AG, where she was co-head of the bank’s Syndicated Loan group in New York. She invested in leveraged loans on behalf of the bank’s $2 billion on-balance sheet portfolio, as well as their $400 million Collateralized Loan Obligation funds. Prior to that, Ms. Pace worked at Société Générale as a Corporate Credit Analyst. Ms. Pace received her undergraduate degree in French from Douglass College and her M.B.A in Finance from New York University. William H. Wright II has served on our Board since February 2021 and is a member of the Audit Committee, Nominating and Governance Committee and Compensation Committee. Mr. Wright has also served as a member of the board of directors and the audit committee of CARS since February 2021 and as a member of the board of trustees and audit committee of CSL III since June 2021. Mr. Wright may from time to time serve as an independent director of other entities affiliated with Carlyle or of investment vehicles managed by Carlyle or its affiliates. Mr. Wright was a Managing Director of Morgan Stanley until his retirement in 2010, having joined the firm in 1982. During his career in investment banking at Morgan Stanley, Mr. Wright headed the corporate finance execution group where he was responsible for leading and coordinating teams in the execution of complex equity offerings for multinational corporations. Following his career in investment banking, Mr. Wright served as an independent board member of two SEC registered closed-end funds until 2016, and of a BDC from 2018 to 2020. He also served on the faculties of the Ray Garrett Jr. Corporate and Securities Law Institute at Northwestern Pritzker School of Law and the Practising Law Institute. Mr. Wright is currently on the board of directors of two SEC registered closed-end funds, and he is also a member of the board of directors of the New York City Ballet. In addition to serving on other boards, he is interested in innovative philanthropic initiatives. He received a B.A. from Yale University and an M.B.A. from the Darden School of the University of Virginia. Mr. Wright’s extensive experience in executive leadership, investment banking and corporate finance as well as his numerous board and advisory positions provides our Board valuable insights.
Incumbent Class III Directors: Term Expiring 2025
Incumbent Class III Directors: Term Expiring 2025
Incumbent Class III Directors: Term Expiring 2025
| | Birth Year | Position | Number of Portfolios in Fund Complex Overseen by Director(1) | Expiration of Term | Director Since | | Leslie E. Bradford | 1955 | Director (Independent) | 3 | 2025 | 2017 | | John G. Nestor | 1945 | Director (Independent) | 3 | 2025 | 2013 |
Incumbent Class III Directors: Term Expiring 2025
| (1) With respect to each of Ms. Bradford and Mr. Nestor, the portfolios in the "Fund Complex" are the Company, CARS and CSL III. |
Incumbent Class III Directors: Term Expiring 2025
Leslie E. Bradford has served on our Board since October 2017 and is a member of our Audit Committee, Nominating and Governance Committee and Compensation Committee. Ms. Bradford has also served as a member of the board of directors and the audit committee of CARS since October 2017 and as a member of the board of trustees and audit committee of CSL III since June 2021. Ms. Bradford may from time to time serve as an independent director of other entities affiliated with Carlyle or of investment vehicles managed by Carlyle or its affiliates. From 2011 to 2013, Ms. Bradford was a senior advisor and director of the Alumni Network of Morgan Stanley. Prior to that, Ms. Bradford had risk management and advisory responsibilities throughout all business unit and support areas of Morgan Stanley over a 25+ year career. Prior to joining Morgan Stanley, Ms. Bradford was a vice president in the corporate division of Irving Trust Company from 1977 to 1985 and was responsible for the development of corporate client lending and non-lending business in Northeastern United States. Ms. Bradford has also served on the boards and committees of various organizations, including as a former trustee of the American Foundation for the Blind, a former trustee of the Morgan Stanley Foundation, and a Dartmouth College Fund Committee member. Ms. Bradford holds an undergraduate degree in Religion from Dartmouth College and an MBA in Finance from the New York University Graduate School of Business. Ms. Bradford’s broad industry experience in corporate, financial, and public sectors has provided her with an abundance of skills and valuable insight in handling complex transactions and issues, all of which makes her well qualified to serve on our Board. John G. Nestor has served on our Board since 2013, and is the Chairman of the Nominating and Governance Committee and is a member of the Audit Committee and Compensation Committee. Mr. Nestor has also served as a member of the board of directors and the audit committee of CARS since April 2017 and as a member of the board of trustees and audit committee of CSL III since June 2021. Prior to the completion of the NFIC Acquisition in June 2017, Mr. Nestor served as a member of the board of directors and on the audit committee of NFIC. Mr. Nestor may from time to time serve as an independent director of other entities affiliated with Carlyle or of investment vehicles managed by Carlyle or its affiliates. Mr. Nestor joined Kirtland Capital Partners in March 1986. He is managing partner of this private investment firm. Prior to joining Kirtland Capital Partners, Mr. Nestor worked for 16 years for Continental Illinois Bank. For eight years he focused on lending to small businesses in the Chicago area. In 1977 Mr. Nestor was transferred to Philadelphia where he was involved in commercial lending and in 1979 he moved to Cleveland to manage Continental’s Cleveland Office. Mr. Nestor is the former chairman of the board of directors of SmartSource Computer and Audio Visual Rentals, and formerly served as a member of the board of directors of Form Tech Concrete Forms and a member of the board of advisors of The Gates Group. Mr. Nestor serves as a trustee of the Kelvin and Eleanor Smith Foundation. Mr. Nestor is the former chairman of the board of trustees of the Cleveland Foodbank, The Diversity Center and Deaconess Community Foundation. Mr. Nestor is an experienced leader whose numerous board and advisory positions and experiences in the middle markets provide our Board valuable insights.
Our Board of Directors
Our Board of Directors
Compensation of Independent Directors
Compensation of Independent Directors Each Independent Director received the following amounts for serving as a Director of the Company: (i) a $90,000 annual fee; (ii) for a meeting of our Board, $2,500 for each such board meeting attended in person, plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending such board meeting, and $950 for each such board meeting attended telephonically; (iii) for a meeting of a committee of the Board, $1,250 for each such committee meeting attended in person, plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending such committee meeting, and $650 for each such committee meeting attended telephonically; and (iv) an annual fee of $16,000 for the Chairman of our Audit Committee. The Independent Directors review their own compensation and recommend to the Board the appropriate level of compensation. This level of compensation may be adjusted from time to time. In conducting their review, the Independent Directors use such information as they deem relevant, including compensation paid to directors of other BDCs of similar size and the time and effort required of the Directors in fulfilling their responsibilities to the Company. The Board determines the compensation of the Independent Directors. The following table sets forth information concerning total compensation earned by or paid to each of our Independent Directors during the fiscal year ended December 31, 2023:
Compensation of Independent Directors
| | Fees Earned or Paid in Cash | Total Compensation from the Company | Total Compensation from the Fund Complex(1) | | Nigel D.T. Andrews, Director | $121,800 | $121,800 | $276,150 | | Leslie E. Bradford, Director | $107,100 | $107,100 | $232,200 | | John G. Nestor, Director | $107,100 | $107,100 | $232,200 | | William H Wright II, Director | $107,100 | $107,100 | $232,200 |
Compensation of Independent Directors
(1) Messrs. Andrews, Nestor and Wright and Ms. Bradford serve on the board of directors of CARS and the board of trustees of CSL III. The Company, CARS and CSL III are part of the Fund Complex. Compensation amounts shown include compensation such Directors received from the Company, CARS and CSL III for services rendered during the fiscal year ended December 31, 2023.