DEF 14A of Nuveen Churchill Direct Lending Corp.
Filed Apr 7, 20260001737924-26-000034
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 III (terms ending at the Annual Meeting) — Kenneth Kencel and Stephen Potter; Class I (term ending at the 2027 annual meeting of shareholders) — Kenneth Miranda; and Class II (terms ending at the 2028 annual meeting of shareholders) — Reena Aggarwal and James Ritchie. Each of Kenneth Kencel and Stephen Potter have been nominated for election by the Board to serve a three-year term until the 2029 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 of the Board (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 Messrs. Kencel and Potter, who have been nominated by the Board for election by the shareholders as directors of the Company 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 Mr. Kencel nor Mr. Potter are being proposed for election pursuant to any arrangement 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 and 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) 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 III Directors — Terms Expiring 2026: Mr. Kencel is an “interested person” (as defined in Section 2(a)(19) of 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”), a sub-adviser to the Company. The Board has determined that Mr. Potter is not an “interested person” (as defined in Section 2(a)(19) of 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 Portfolios in Fund Complex Overseen by Director or Nominee for Director(2) | Other Directorships Held by Director or Nominee for Director | | Interested Director | | | | | | | | Kenneth Kencel, 67 | Director | Chief Executive Officer and President of Churchill, the Company, NC SLF Inc., Nuveen Churchill Private Capital Income Fund, and Nuveen Churchill BDC V | Class III Director since 2019, Term expires in 2026 | | 4 | Canisius High School | | Stephen Potter, 69 | Director | Director | Class III Director since 2019, Term expires in 2026 | | 4 | Miami Corporation Rush University Medical Center British American Business Council Solti Foundation American School in London US Foundation Japan America Society of Chicago Rush System for Health Walter Scott & Partners Insight Investments BNY Investment Management EMEA Newton Investment Management Duke University Trinity College (2017-2024) RAND Corporation Social & Economic Advisory Board (2021-2024) |
Stephen Potter
Stephen Potter Stephen Potter has served as a director of the Company since December 2019, a trustee of Nuveen Churchill Private Capital Income Fund since March 2022, a trustee of Nuveen Churchill BDC V since July 2025, and a director of NC SLF Inc. since February 2026. 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, Rush System for Health, Walter Scott & Partners in Edinburgh, Insight Investments, BNY Investment Management EMEA, and Newton Investment Management. Mr. Potter is currently Chairman of the Japan America Society of Chicago. 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 Director — Terms Expiring 2027: The Board has determined that Mr. Miranda is not an “interested person” (as defined in Section 2(a)(19) of 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 Portfolios in Fund Complex Overseen by Director or Nominee for Director(2) | Other Directorships Held by Director or Nominee for Director | | Independent Director | | | | | | | | Kenneth Miranda, 65 | Director | Chief Investment Officer of Cornell University | Class I Director since 2019, Term expires in 2027 | | 1 | Pension Fund Committee at the Bank of International Settlements (Observer) Sackville Capital |
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. He also serves as the Chair of the Endowment Oversight Committee for Sackville Capital and as an observer of the Pension Fund Committee at the Bank of International Settlements. 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 2028
Incumbent Class II Directors — Term Expiring 2028 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 2028
| 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 Portfolios in Fund Complex Overseen by Director or Nominee for Director(2) | Other Directorships Held by Director or Nominee for Director | | Independent Directors | | | | | | | | Reena Aggarwal, 68 | 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 2028 | | 1 | Cohen and Steers Dimensional Funds | | James Ritchie, 71 | Director | Director | Class II Director since 2019, Term expires in 2028 | | 4 | Kinsale Capital Group, Inc. (2012-2025) |
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, a trustee of Nuveen Churchill Private Capital Income Fund since March 2022, and a trustee of Nuveen Churchill BDC V since July 2025. At various times from 2007 to May 2025, he served as Chairman of the boards of Acadian Asset Management Inc. (formerly known as Brightsphere Investment Group), a global asset management firm, F&G Life Insurance Company, a life and 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 the audit committees of Kinsale Capital Group, Inc., a Richmond-based specialty insurance company, 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). Mr. Ritchie also previously served as a trustee of Nuveen Churchill Private Credit Fund. He is a member of the National Association of Corporate Directors and the American Institute of Certified Public Accountants. Mr. Ritchie received an M.B.A. from the Rutgers Graduate School of Business Administration and an A.B. 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. (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 Churchill DLC Advisor LLC, the Company’s investment adviser (the “Adviser”), and is the sub-adviser to the Company, (c) Nuveen Churchill Private Capital Income Fund, a BDC whose investment adviser is affiliated with the Adviser and whose sub-advisers are also the sub-advisers to the Company, and (d) Nuveen Churchill BDC V, 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 director who is an "interested person" (as defined in Section 2(a)(19) of the 1940 Act) of the Company. Effective as of January 1, 2025, (i) each Independent Director receives an annual retainer of $120,000, (ii) the chair of the Audit Committee receives an additional annual fee of $12,000, and (iii) the Lead Independent Director receives an additional annual fee of $12,000. 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 total compensation received by each Independent Director from the Company and the Fund Complex for service during the fiscal year ended December 31, 2025. The term "Fund Complex" refers to the Company, Nuveen Churchill, Private Capital Income Fund, NC SLF Inc., and Nuveen Churchill BDC V.
Director Compensation
| | Fees Earned and Paid in Cash(1) | Total Compensation Paid from the Fund Complex(2) | | Reena Aggarwal | $120,000 | $120,000 | | David Kirchheimer(3) | $120,000 | $149,500 | | Kenneth Miranda | $120,000 | $120,000 | | Stephen Potter | $132,000 | $309,740 | | James Ritchie | $132,000 | $349,904 |
Director Compensation
(1) The Company does not have a profit-sharing plan, and the Independent Directors do not receive any pension or retirement benefits from the Company. (2) Total compensation paid from the Fund Complex refers to the sum of the following fees paid to each Independent Director in connection with their respective positions as a director or trustee of certain affiliates of the Company: (a) the compensation paid by the Company as described in the table above; (b) $132,500 in compensation paid to Mr. Ritchie and $125,000 in compensation paid to Mr. Potter by Nuveen Churchill Private Capital Income Fund; (c) $29,500 in compensation paid to Mr. Ritchie and $29,500 in compensation paid to Mr. Kirchheimer by NC SLF Inc.; and (d) $55,904 in compensation paid to Mr. Ritchie and $52,740 in compensation paid to Mr. Potter, respectively, by Nuveen Churchill BDC V for the fiscal year ended December 31, 2025. (3) David Kirchheimer was a director as of December 31, 2025. On February 24, 2026, David Kirchheimer notified the Board that he was resigning as a director of the Board, effective as of the same date. Effective as of January 1, 2026, (i) the annual retainer received by each Independent Director for serving on the Board increased from $120,000 to $135,000, (ii) the additional annual fee payable to the chair of the Audit Committee increased from $12,000 to $13,500, and (iii) the additional annual fee payable to the Lead Independent Director increased from $12,000 to $13,500.