John Nestor
About John G. Nestor
John G. Nestor (born 1945) is an Independent Director of Carlyle Secured Lending, Inc. (CGBD) serving since 2013; he chairs the Nominating and Governance Committee and sits on the Audit and Compensation Committees, bringing extensive middle-market investing and commercial banking experience as Managing Partner of Kirtland Capital Partners since 1986 and 16 years at Continental Illinois Bank across small-business lending and commercial banking leadership roles . He also has prior chair and trustee roles in nonprofit organizations and advisory/board experience at multiple private companies, providing seasoned governance oversight; age 80 as of 2025 derived from birth year 1945 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kirtland Capital Partners | Managing Partner | Joined March 1986; ongoing | Leads private investment firm; middle-market focus |
| Continental Illinois Bank | Small business lending (Chicago); commercial lending (Philadelphia); Cleveland Office Manager | 16 years total; transferred to Philadelphia in 1977; moved to Cleveland in 1979 | Front-line credit execution and office leadership experience |
| SmartSource Computer & AV Rentals | Former Chairman of the Board | Not disclosed | Board leadership; governance oversight |
| Form Tech Concrete Forms | Former Director | Not disclosed | Board governance |
| The Gates Group | Board of Advisors (former) | Not disclosed | Advisory oversight |
| Kelvin and Eleanor Smith Foundation | Trustee | Not disclosed | Philanthropic governance |
| Cleveland Foodbank; The Diversity Center; Deaconess Community Foundation | Former Chairman of the Board of Trustees | Not disclosed | Nonprofit governance leadership |
External Roles
| Organization | Role | Start Date | Committees/Notes |
|---|---|---|---|
| CGBD | Director (Independent) | 2013 | Chair, Nominating & Governance; Member, Audit; Member, Compensation |
| Carlyle Credit Income Fund (CARS) | Director; Audit Committee Member | April 2017 | Cross-fund governance within fund complex |
| Carlyle Secured Lending III (CSL III) | Trustee; Audit Committee Member | June 2021 | Cross-fund governance within fund complex |
| NF Investment Corp. (NFIC) | Director; Audit Committee Member | Through June 2017 (pre-merger) | Historical Carlyle-affiliated BDC governance |
Board Governance
- Independence: The Board determined Mr. Nestor qualifies as an Independent Director under the 1940 Act and NASDAQ standards; all Audit Committee members (including Nestor) meet Rule 10A-3 independence .
- Committee assignments: Nestor chairs Nominating & Governance; serves on Audit and Compensation .
- Attendance and activity: Board met five times in 2023; no Director attended fewer than 75% of Board and committee meetings; Audit Committee held nine meetings; Compensation Committee held two; Nominating & Governance Committee held two .
- Executive sessions and risk oversight: Independent Directors meet separately with the Chief Compliance Officer in executive session at least four times annually; Audit Committee oversees valuation, internal controls, and auditor independence .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Directors) | $90,000 | Cash fee |
| Board meeting fee (in-person) | $2,500 per meeting | Plus reimbursement of reasonable out-of-pocket expenses |
| Board meeting fee (telephonic) | $950 per meeting | |
| Committee meeting fee (in-person) | $1,250 per meeting | |
| Committee meeting fee (telephonic) | $650 per meeting | |
| Audit Committee Chair additional fee | $16,000 annually | Audit Chair is Nigel Andrews (not Nestor) |
| Director | Company Cash Fees (2023) | Fund Complex Total (2023) |
|---|---|---|
| John G. Nestor | $107,100 | $232,200 |
Notes: Independent Directors review and recommend their own compensation levels, benchmarking BDC peers; Board approves; Interested Directors receive no director compensation .
Performance Compensation
- No performance-based equity or options are disclosed for Independent Directors; proxy details reflect cash retainers and meeting fees only (no RSU/option grants for Independent Directors disclosed) .
Other Directorships & Interlocks
| Entity | Relationship to Adviser | Interlock Details |
|---|---|---|
| CARS | Fund in the “Fund Complex” | Nestor serves on board and audit committee; cross-governance with CGBD |
| CSL III | Fund in the “Fund Complex” | Nestor serves on board of trustees and audit committee |
| NFIC (pre-merger) | Carlyle-affiliated BDC | Historical director and audit committee member prior to June 2017 acquisition |
Expertise & Qualifications
- Governance and selection: As Nominating & Governance Chair, Nestor leads director nomination, governance policy review, and Board evaluation oversight .
- Financial oversight: Service on Audit Committees across CGBD, CARS, and CSL III demonstrates financial oversight competency, complementing his banking and investment background .
- Industry background: Extensive middle-market investing and commercial lending leadership provides portfolio and risk insight relevant to a direct-lending BDC .
Equity Ownership
| Record Date | Shares Beneficially Owned | Ownership % | Breakdown |
|---|---|---|---|
| April 2024 (proxy record date) | 53,890 | <0.1% (star indicates less than one tenth of one percent) | Not broken out in footnote by direct/trust in this table |
| April 2025 (special meeting record date) | 47,037 | <0.1% (star indicates less than one tenth of one percent) | 29,482 direct; 17,555 held in trusts; Nestor disclaims beneficial ownership of trust securities except to extent of pecuniary interest |
- Dollar range of equity: Over $100,000 in CGBD; Over $100,000 in aggregate across the Fund Complex (Company, CARS, CSL III) .
- Outstanding shares context: 50,794,941 common and 2,000,000 preferred at 2024 record date; 72,902,981 common at 2025 special meeting record date .
Governance Assessment
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Strengths
- Independence and multi-committee service: Independent under 1940 Act/NASDAQ; chairs Nominating & Governance; serves on Audit and Compensation—indicates high engagement and governance influence .
- Attendance and oversight cadence: Board and committees met regularly; audit activity was robust (nine meetings), with auditor independence processes and valuation oversight documented—supports board effectiveness .
- Skin-in-the-game: Personal share ownership with dollar-range “Over $100,000” across company and fund complex shows alignment, albeit small relative to outstanding shares .
-
Risks and potential conflicts (monitoring required)
- Affiliation web: While independent, Nestor concurrently serves on boards/audit committees of Carlyle-affiliated funds (CARS, CSL III), and the Company has advisory/administration agreements with Carlyle entities and a preferred stock issuance to CIM—heightened related-party exposure necessitating rigorous committee oversight and disclosure controls .
- Ownership via trusts: A portion of holdings are in trusts with a beneficial ownership disclaimer (pecuniary interest only), adding complexity to direct alignment analysis; nonetheless still below 0.1% of outstanding .
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Signals affecting investor confidence
- Governance leadership: Chairing Nominating & Governance and active Audit participation are positive signals for board process quality and oversight rigor .
- Compensation structure: Cash-only director compensation aligned with BDC norms (no equity grants disclosed), reducing pay-for-performance misalignment risks at the director level; benchmarking approach noted .
- Compliance culture: Regular executive sessions with the Chief Compliance Officer and documented audit committee independence and pre-approval processes support strong compliance posture .
RED FLAGS: None explicitly disclosed regarding low attendance, hedging/pledging, loans from the company, or related-party transactions involving Nestor personally beyond trust holdings; broader related-party exposures exist via adviser/administrator arrangements and CIM preferred stake, which are subject to Board approval/renewal and formal related-party review procedures .