DEF 14A of Nuveen Churchill Direct Lending Corp.
Filed Apr 15, 20240001628280-24-016248
PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES
PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES At the Annual Meeting, Shareholders are being asked to consider the election of three directors of the Company. Pursuant to the Company’s bylaws, the number of directors on the Board may not be less than one or more than nine. Under the Company’s Articles of Amendment and Restatement (the “Charter”), the directors are divided into three classes. Each class of directors holds office for a three-year term. However, the initial members of the three classes had initial terms of one, two, and three years, respectively. The Board currently consists of seven directors who serve in the following classes: Class I (terms ending at the Annual Meeting) — Michael Perry, David Kirchheimer and Kenneth Miranda; Class II (terms ending at the 2025 annual meeting of shareholders) — Reena Aggarwal and James Ritchie; and Class III (terms ending at the 2026 annual meeting of shareholders) — Kenneth Kencel and Stephen Potter. Each of Michael Perry, David Kirchheimer and Kenneth Miranda has been nominated for election by the Board to serve a three-year term until the 2027 annual meeting of shareholders and until their respective successor is duly elected and qualified. Each director nominee has agreed to serve as a director if re-elected at the Annual Meeting and has consented to being named as a nominee in this Proxy Statement. A Shareholder can vote “for,” “withhold authority” or abstain from voting his, her or its vote from the nominees. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy FOR the election of each of the director nominees named below in accordance with the recommendation of the Board. If any of the director nominees should decline or be unable to serve as a director, the persons named as proxies will vote for such other nominee as may be proposed by the Nominating and Corporate Governance Committee (the “Nominating Committee”). The Board has no reason to believe that any of the persons named as director nominees will be unable or unwilling to serve.
Required Vote
Required Vote Each director nominee will be elected to the Board if the votes cast for such nominee's election exceed the votes withheld from such nominee’s election. If a Shareholder votes to “withhold authority” with respect to a nominee, the shares will not be voted with respect to the person indicated. Abstentions and “broker non-votes” will not be included in determining the number of votes cast and, as a result, will have no effect on this Proposal 1. There will be no cumulative voting with respect to Proposal 1.
Information about the Director Nominees and Directors
Information about the Director Nominees and Directors Set forth below is information regarding Messrs. Perry, Kirchheimer and Miranda, who are being nominated for election as directors of the Company by the Shareholders at the Annual Meeting, as well as information about the Company’s other current directors whose terms of office will continue after the Annual Meeting. None of Messrs. Perry, Kirchheimer or Miranda are being proposed for election pursuant to any agreement or understanding between either Messrs. Perry, Kirchheimer or Miranda, on the one hand, and the Company or any other person or entity, on the other hand. The information below includes specific information about each director’s experience, qualifications, attributes or skills that led the Board to the conclusion that the individual is qualified to serve on the Board, in light of the Company’s business and structure. There were no legal proceedings of the type described in Item 401(f)(7) and (8) of Regulation S-K in the past 10 years against any of our directors, director nominees or officers, and none are currently pending. Nominees for Class I Directors — Terms Expiring 2024: Mr. Perry is an “interested person” (as defined in the 1940 Act) of the Company due to his position as Executive Vice President and Head of U.S. Advisory Services for Nuveen, LLC (“Nuveen”), the parent company of Churchill DLC Advisor LLC, the Company’s investment adviser (the “Adviser”). The Board has determined that each of Messrs. Kirchheimer and Miranda is not an “interested person” (as defined in the 1940 Act) of the Company.
Information about the Director Nominees and Directors
| Name, Address and Age(1) | Position(s) held within the Company | Principal Occupation(s) During the Past 5 years | Term of Office and Length of Time Served | Number of Companies in Fund Complex Overseen by Director or Nominee for Director(2) | Other Directorships Held by Director or Nominee for Director | | Interested Director | | | | | | | Michael Perry, 57 | Director | Executive Vice President and Head of U.S. Advisory Services for Nuveen | Class I Director since 2019, Term expires in 2024 | 2 | Youth, Inc. Nuveen Churchill Private Capital Income Fund |
Michael Perry
Michael Perry Michael A. Perry has served as a director of the Company since December 2019. Mr. Perry is an Executive Vice President and the Head of the Global Client Group for Nuveen, which is responsible for deploying Nuveen’s insights, capabilities and solutions to best serve Wealth and Institutional clients. Mr. Perry also has served as a trustee of Nuveen Churchill Private Capital Income Fund, also managed by the Adviser, since March 2023. He is a member of Nuveen’s Executive Leadership Team, providing expertise across Nuveen’s asset management business with a focus on growing revenue through new business opportunities and expanded relationships with current clients. Mr. Perry also has served as a director on the board of directors of Nuveen Japan Co. Ltd. since November 2023. Previously, he led Nuveen’s U.S. and Global distribution teams, and was head of Global Product where he helped build and grow the firm’s closed-end fund and alternative investment businesses. Before joining Nuveen in 2015, he spent five years at UBS Wealth Management, where he was a member of the Executive Committee responsible for investment advisory programs and manager research, planning, funds, alternative investments, insurance and the UBS Trust Company. Prior to that, he spent 15 years at Merrill Lynch as a senior executive leading a number of capital market and investment advisory businesses focused on the wealth management channel. Mr. Perry graduated with a B.S. in Industrial and Operations Engineering from the University of Michigan and an M.B.A. from the New York University Stern School of Business. He is a board member for Youth, Inc., a non-profit that empowers organizations serving New York City youth. Mr. Perry is a valuable member of the Board because of his extensive experience with alternative investments and retail, high net worth and institutional client channels. We believe Mr. Perry’s depth of experience in corporate finance, capital markets and financial services gives the Board valuable industry-specific knowledge and expertise on these and other matters, and his history with Nuveen provides an important skill set and knowledge base to the Board.
Michael Perry
| Name, Address and Age(1) | Position(s) held within the Company | Principal Occupation(s) During the Past 5 years | | Term of Office and Length of Time Served | Number of Companies in Fund Complex Overseen by Director or Nominee for Director(2) | Other Directorships Held by Director or Nominee for Director | | Independent Directors | | | | | | | | David Kirchheimer, 68 | Director | Director | Class I Director since 2019, Term expires in 2024 | | 2 | CURO Group Holdings Corp. NC SLF Inc. Huntington Hospital Cedars-Sinai Health System | | Kenneth Miranda, 63 | Director | Chief Investment Officer of Cornell University | Class I Director since 2019, Term expires in 2024 | | 1 | |
David Kirchheimer
David Kirchheimer David M. Kirchheimer has served as a director of the Company since December 2019 and a director of NC SLF Inc. since May 2021. Mr. Kirchheimer has served as an Advisory Partner at Oaktree Capital Management (an honorary position) (“Oaktree”) since his retirement from Oaktree in March 2017. Prior thereto, he was the Chief Financial Officer of Oaktree and a director of its then-publicly owned affiliate. Before joining Oaktree at its founding in 1995 as Chief Administrative and Financial Officer, Mr. Kirchheimer’s 16 years of experience consisted primarily of serving as Executive VP and CFO of Republic Pictures Corporation, a then-publicly held entertainment company, and PricewaterhouseCoopers, where he became a Certified Public Accountant (now inactive) and rose to senior audit manager. Mr. Kirchheimer currently serves on the board of CURO Group Holdings Corp. where he is the Lead Independent Director and Chair of its Audit Committee. He also is a director of Huntington Hospital in Pasadena, CA, a trustee of its trust and a director of Cedars-Sinai Health System, its parent entity. Additionally, with his restaurateur son, Mr. Kirchheimer owns and manages a small collection of restaurants in Utah. Mr. Kirchheimer served on the financial advisory panel of The Aerospace Corporation from June 2018 until June 2021, when the panel was dissolved. He graduated Phi Beta Kappa and summa cum laude with a B.A. degree in economics from Colorado College and earned an M.B.A. in accounting and finance from the Booth School of Business of the University of Chicago. We believe Mr. Kirchheimer’s numerous management positions and broad experiences in the financial services sector provide him with skills and valuable insight in handling complex financial transactions and issues, all of which make him well qualified to serve on the Board.
Kenneth Miranda
Kenneth Miranda Kenneth M. Miranda has served as a director of the Company since December 2019. He was appointed Cornell University’s Chief Investment Officer effective July 1, 2016. Prior to this, he had been the Director of the International Monetary Fund’s Investment Office and has served as a visiting scholar at the International Monetary Fund. He also served as an advisor to the Administration Committee of the IMF Staff Retirement Plan. He currently serves as a member of the Advisory Committee on Investments for the Food and Agriculture Organization, and up until June 30, 2016, was a member of the Investment Committee of Cornell University. In addition, he served on the Investment Sub-Committee of the National Geographic Society. Formerly, he was the President of the Board of Directors of the Bank-Fund Staff Federal Credit Union and a Senior Advisor on the George Washington University Committee on Investments. He holds a Ph.D. in Economics from the University of Chicago, a B.S. in Foreign Service from Georgetown University, and is a CFA charter holder. We believe Mr. Miranda’s investment experience, including serving as chief investment officer for a large endowment, provide an important skill set and knowledge base to the Board.
Incumbent Class II Directors — Term Expiring 2025
Incumbent Class II Directors — Term Expiring 2025 The Board has determined that each of Dr. Aggarwal and Mr. Ritchie is not an “interested person” (as defined in the 1940 Act) of the Company.
Incumbent Class II Directors — Term Expiring 2025
| Name, Address and Age(1) | Position(s) held within the Company | Principal Occupation(s) During the Past 5 years | | Term of Office and Length of Time Served | Number of Companies in Fund Complex Overseen by Director or Nominee for Director(2) | Other Directorships Held by Director or Nominee for Director | | Independent Directors | | | | | | | | Reena Aggarwal, 66 | Director | Professor of Finance at Georgetown University; Director, Georgetown’s Psaros Center for Financial Markets and Policy; and Vice Provost for Faculty at Georgetown University from 2016-2020 | Class II Director since 2019, Term expires in 2025 | | 1 | Cohen and Steers Dimensional Funds | | James Ritchie, 69 | Director | Director | Class II Director since 2019, Term expires in 2025 | | 3 | Kinsale Capital Group, Inc. NC SLF Inc. Nuveen Churchill Private Capital Income Fund |
Reena Aggarwal
Reena Aggarwal Reena Aggarwal has served as a director of the Company since December 2019. Dr. Aggarwal is currently the Robert E. McDonough Professor of Finance at Georgetown University and the Director of Georgetown’s Psaros Center for Financial Markets and Policy. She has been on the faculty of Georgetown University since 1986. Her focus is in the areas of corporate governance, ESG, capital raising, IPOs, institutional investors, ETFs, private equity, valuation, global financial markets and securities market regulation. Dr. Aggarwal has previously held various positions including Vice Provost for Faculty, Interim Dean and Deputy Dean of Georgetown's McDonough School of Business; Visiting Professor of Finance at MIT's Sloan School of Management; FINRA Academic Fellow; Academic Fellow at the U.S. SEC; Visiting Research Scholar at the International Monetary Fund; Fulbright Scholar to Brazil; and World Economic Forum Global Agenda Council on the Future of Financing and Capital; and a Distinguished Scholar at the Reserve Bank of India’s CAFRAL. Dr. Aggarwal serves on the Board of Cohen and Steers and Dimensional Funds. Dr. Aggarwal previously served on the Board of New York Life Investment Management IndexIQ (2008-2021), Brightwood Capital Advisors, LLC (2013-2020), and REAN Cloud (2015-2018). She received a Ph.D. in finance from the University of Maryland and M.M.S. from BITS Pilani, India. We believe Dr. Aggarwal’s depth of knowledge of financial issues and corporate governance experience provide her with skills and valuable insight in serving on the board of an investment company, which make her well-qualified to serve on the Board.
James J. Ritchie
James J. Ritchie James J. Ritchie has served as a director of the Company since December 2019, a director of NC SLF Inc. since March 2021 and a director of Nuveen Churchill Private Capital Income Fund since March 2022. He also currently serves on the board of Kinsale Capital Group, Inc., a Richmond-based specialty insurance company. At various times from 2007 to 2018, he served as chairman of the boards of Brightsphere Investment Group plc, a global asset management firm, F&G Life Insurance Company, a life & annuity insurance company and Quanta Capital Holdings, Ltd., a property and casualty insurance holding company. Prior to serving as chairman of the boards of these firms, he chaired their respective audit committees as well as those of KMG America Corporation, a life and health insurance company, Ceres Group, Inc., a health insurance company, Lloyds Syndicate 4000 and Old Mutual Bermuda, a Bermuda-based financial services company. From 2001 to 2003, he served as CFO of White Mountains Insurance Group, Ltd., a Bermuda-based insurance holding company. Prior thereto, he held senior management positions in Cigna Corporation and Price Waterhouse (now PricewaterhouseCoopers). He is a member of the National Association of Corporate Directors and the American Institute of Certified Public Accountants. Mr. Ritchie received an MBA from the Rutgers Graduate School of Business Administration and an AB economics degree with honors from Rutgers College. We believe Mr. Ritchie’s broad experiences in the financial services and accounting sectors provide him with skills and valuable insight in handling complex financial transactions and accounting issues, all of which make him well qualified to serve on the Board. Incumbent Class III Directors — Terms Expiring 2026: Mr. Kencel is an “interested person” (as defined in the 1940 Act) of the Company due to his position as the Chief Executive Officer and President of the Company and Chief Executive Officer and President of Churchill. The Board has determined that Mr. Potter is not an “interested person” (as defined in the 1940 Act) of the Company.
James J. Ritchie
| Name, Address and Age(1) | Position(s) held within the Company | Principal Occupation(s) During the Past 5 years | | Term of Office and Length of Time Served | Number of Companies in Fund Complex Overseen by Director or Nominee for Director(2) | Other Directorships Held by Director or Nominee for Director | | Interested Director | | | | | | | | Kenneth Kencel, 65 | Director | Chief Executive Officer and President of Churchill, the Company, NC SLF Inc. and Nuveen Churchill Private Capital Income Fund | Class III Director since 2019, Term expires in 2026 | | 3 | Canisius High School NC SLF Inc. Nuveen Churchill Private Capital Income Fund |
Stephen Potter
Stephen Potter Stephen Potter has served as a director of the Company since December 2019 and a director of Nuveen Churchill Private Capital Income Fund since March 2022. From 2008-2017, prior to his retirement, Mr. Potter served as President of Northern Trust Asset Management (NTAM), a large global asset management firm, and as CEO of Northern Trust Investments, a registered investment adviser. From 2001-2008, Mr. Potter served as CEO of Northern Trust Global Services, Ltd. and led all of Northern Trust’s business activities outside the United States. In his various leadership roles at Northern Trust Corporation, Mr. Potter actively engaged with the board of directors and regulators focused on business strategy, risk management and long term talent development. Mr. Potter currently serves on the boards of Miami Corporation, Rush University Medical Center, Duke University Trinity College, the British American Business Council, the Solti Foundation, the American School in London US Foundation, Japan America Society of Chicago, Rush System for Health, Walter Scott & Partners in Edinburgh and the Social & Economic Advisory Board of the RAND Corporation in Santa Monica, CA. Mr. Potter is currently Chairman of the Japan America Society of Chicago. Mr. Potter holds an A.B. in Economics and History from Duke University and an M.B.A. in Finance and Marketing from Northwestern University. We believe Mr. Potter’s management positions and experiences with business strategy and risk management provide the Board with valuable skills and insight. ________________________ (1)The address for each director is c/o Nuveen Churchill Direct Lending Corp., 375 Park Avenue, 9th Floor, New York, NY 10152. (2)The term “Fund Complex” refers to (a) the Company, (b) NC SLF Inc., a closed-end fund registered under the 1940 Act whose investment adviser is affiliated with the Adviser, and is the sub-adviser to the Company and (c) Nuveen Churchill Private Capital Income Fund, a BDC whose investment adviser is affiliated with the Adviser, and is the sub-adviser to the Company.
Director Compensation
Director Compensation No compensation will be paid to our interested directors. Prior the IPO, each Independent Director received a retainer of $75,000 annually for serving on the Board. Following the consummation of the IPO on January 29, 2024, each Independent Director receives a retainer of $100,000 annually for serving on the Board. Prior to the IPO, the chair of the Audit Committee received an additional $7,500 annual fee. the consummation of the IPO on January 29, 2024, the chair of the Audit Committee receives an additional $10,000 annual fee. We also reimburse each of the Independent Directors for all reasonable out-of-pocket expenses incurred in connection with each meeting attended. The table below sets forth the compensation received by each director from the Company for service during the fiscal year ended December 31, 2023:
Director Compensation
| | Fees Earned and Paid in Cash | Total Compensation | | Reena Aggarwal | $75,000 | $75,000 | | David Kirchheimer | $75,000 | $75,000 | | Kenneth Miranda | $75,000 | $75,000 | | Stephen Potter | $75,000 | $75,000 | | James Ritchie | $82,500 | $82,500 |