DEF 14A of Nuveen Churchill Direct Lending Corp.
Filed Apr 11, 20250001628280-25-017557
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 two 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 six directors who serve in the following classes: Class II (terms ending at the Annual Meeting) — Reena Aggarwal and James Ritchie; Class III (terms ending at the 2026 annual meeting of shareholders) — Kenneth Kencel and Stephen Potter; and Class I (terms ending at the 2027 annual meeting of shareholders) — David Kirchheimer and Kenneth Miranda. Each of Reena Aggarwal and James Ritchie have been nominated for election by the Board to serve a three-year term until the 2028 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 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 Dr. Aggarwal and Mr. Ritchie, 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. Neither Dr. Aggarwal nor Mr. Ritchie are being proposed for election pursuant to any agreement or understanding between either Dr. Aggarwal or Mr. Ritchie, 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 II Directors — Term Expiring 2025
Nominees for 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.
Nominees for 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, 67 | 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, 70 | 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 Nuveen Churchill Private Credit 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 serves on the board of Kinsale Capital Group, Inc., a Richmond-based specialty insurance company. Mr. Ritchie previously served as a trustee of Nuveen Churchill Private Credit Fund. 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 LLP). 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 Asset Management LLC (“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, 66 | 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 to 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, the British American Business Council, the Solti Foundation, the American School in London US Foundation, Japan America Society of Chicago, Walter Scott & Partners in Edinburgh, and Rush System for Health. Mr. Potter previously served as a trustee of Nuveen Churchill Private Credit Fund, the board of Duke University Trinity College, 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. Incumbent Class I Directors — Terms Expiring 2027: 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.
Stephen Potter
| 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, 69 | Director | Director | Class I Director since 2019, Term expires in 2027 | | 2 | Cedars-Sinai Health System NC SLF Inc. Huntington Hospital CURO Group Holdings Corp. (2018-2024) | | Kenneth Miranda, 64 | Director | Chief Investment Officer of Cornell University | Class I Director since 2019, Term expires in 2027 | | 1 | |
Director Compensation
Director Compensation No compensation will be paid to our interested director. In connection with the consummation of the IPO on January 29, 2024, (i) the annual retainer received by each Independent Director for serving on the Board increased from $75,000 to $100,000, and (ii) the additional annual fee payable to the chair of the Audit Committee increased from $7,500 to $10,000 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, 2024:
Director Compensation
| | Fees Earned and Paid in Cash | Total Compensation | | Reena Aggarwal | $100,000 | $100,000 | | David Kirchheimer | $100,000 | $100,000 | | Kenneth Miranda | $100,000 | $100,000 | | Stephen Potter | $100,000 | $100,000 | | James Ritchie | $110,000 | $110,000 |
Director Compensation
Effective as of January 1, 2025, (i) the annual retainer received by each Independent Director for serving on the Board increased from $100,000 to $120,000, (ii) the additional annual fee payable to the chair of the Audit Committee increased from $10,000 to $12,000, and (iii) the Lead Independent Director will receive an additional $12,000 annual fee.