Justin Plouffe
About Justin Plouffe
Justin V. Plouffe (age 47) has served as CGBD’s President & CEO and as an Interested Director since March 1, 2024; he is a Managing Director and Deputy CIO for Carlyle Global Credit and holds a JD from Columbia Law School and an AB from Princeton; he is a CFA charterholder and holds Series 7, 24, 57, 63, 79 and 99 licenses . Under his tenure to date, CGBD delivered 2024 net investment income (NII) of $105.3M ($2.00 per share) with NAV per share moving to $16.80 (from $16.99), and a 2024 total return based on market price of 33.59% per the company’s 10-K .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Carlyle Group – Global Credit | Managing Director; Deputy CIO, Global Credit; Co-PM of Carlyle Tactical Private Credit Fund; Co-Head of Carlyle Structured Credit Fund; member of various investment committees | 2007–present | Drives growth initiatives across Global Credit; portfolio management, CLO issuance, platform acquisitions, analytics, financing facilities |
| TCG Capital Markets L.L.C. / TCG Securities, L.L.C. | Chief Executive Officer | Not disclosed | Leads Carlyle’s broker-dealer affiliate (SEC-registered) supporting Global Credit distribution and execution |
| Ropes & Gray LLP | Attorney | Not disclosed | Structured finance/legal experience relevant to credit investing |
| U.S. Court of Appeals (First Circuit) | Law Clerk | Not disclosed | Appellate clerkship (legal analysis/rigor) |
| U.S. Congress | Legislative Assistant | Not disclosed | Policy exposure/networking |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Carlyle Credit Solutions, Inc. (CARS) | President & CEO; Director/Trustee | Since Mar 2024 | Dual leadership across CGBD and CARS |
| Carlyle Secured Lending III (CSL III) | President & CEO; Trustee | Mar 2024–Mar 2025 | Service concluded at merger into CGBD in Mar 2025 |
Fixed Compensation
CGBD is an externally managed BDC; executive officers are employees of the Adviser (Carlyle) and do not receive direct compensation from CGBD. The company reimburses a portion of CFO/CCO compensation via the Administrator; Interested Directors (including the CEO) receive no director fees from the Company (exception noted for Ms. Pace beginning 2024) .
| Component | 2023 | 2024 | 2025 Proxy Disclosure |
|---|---|---|---|
| Base salary (CGBD) | Not paid by Company | Not paid by Company | Not paid by Company |
| Target bonus / actual bonus (CGBD) | Not paid by Company | Not paid by Company | Not paid by Company |
| Director cash fees (Interested Director) | None | None (Ms. Pace exception) | None |
Performance Compensation
Executives are compensated by the Adviser; CGBD pays management and incentive fees under the Investment Advisory Agreement. The fee structure ties adviser compensation to pre-incentive fee NII and cumulative realized gains, with a quarterly hurdle and catch-up and a 17.5% incentive fee above catch-up. In Feb 2025, CGBD amended the agreement to exclude acquisition-related purchase discount accretion from incentive fee calculations if inclusion would increase fees .
| Metric | Structure / Hurdle | Payout Rate | Notes |
|---|---|---|---|
| NII incentive fee | Quarterly hurdle 1.50% of prior-quarter NAV; catch-up to 1.82% | 100% in catch-up to deliver 17.5% overall; 17.5% above 1.82% | Aligns adviser pay to NII generation |
| Capital gains incentive fee | 17.5% of realized gains net of cumulative losses/depreciation (cumulative since inception) | 17.5% | Payable annually in arrears; none accrued for 2024 |
| 2025 amendment | Excludes purchase discount accretion from fee calculations when inclusion would increase fees | N/A | Approved Feb 18, 2025 |
Advisor fees (context for pay-for-performance)
| Fee ($MM) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base management fees | $28.803 | $28.515 | $26.908 |
| Incentive fees (NII) | $21.414 | $22.622 | $21.647 |
| Incentive fees (realized capital gains) | $0.000 | $0.000 | $0.000 |
Implication: Adviser’s revenue is sensitive to NII per share and net realized gains; the 2025 amendment modestly reduces fee asymmetry in acquisition accounting .
Equity Ownership & Alignment
| As of Record Date | Shares Beneficially Owned | Percent of Common | Dollar Range | Notes |
|---|---|---|---|---|
| 2024 Proxy | 31,715 | “*” (<0.1%) per footnote | Over $100,000 | 50,794,941 common outstanding at record date |
| 2025 Proxy | 34,351 | “*” (<0.1%) per footnote | Over $100,000 | 72,902,981 common outstanding at record date |
- Insider trading policy prohibits short sales, derivatives or other hedging designed to offset declines in CGBD stock; margin purchases allowed only if margin calls can be met in cash, reinforcing long-term alignment .
- Rule 17j-1 codes of ethics (Company and Adviser) govern personal trading; copies available via the Company’s Secretary .
Employment Terms
- Appointment: Named President, CEO and Class II Director effective March 1, 2024 .
- Employment/Severance: CGBD discloses no employment agreement, severance, change-in-control payments or equity awards for executive officers, as they are employees of the Adviser and not compensated by CGBD .
- Clawback: The Board adopted a clawback policy compliant with Nasdaq Rule 10D; applies to cash and equity incentive compensation for the prior three fiscal years upon a restatement .
Performance & Track Record (Company context under Plouffe’s tenure)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total investment income ($MM) | $241.626 | $232.590 |
| Total expenses incl. excise ($MM) | $131.655 | $127.338 |
| Net investment income ($MM) | $109.971 | $105.252 |
| NII per share ($) | $2.10 | $2.00 |
| Dividends per share ($) | $1.76 | $1.87 |
| NAV per share (EOY) ($) | $16.99 | $16.80 |
| Total return based on market price | 17.71% | 33.59% |
- Portfolio quality: Non-accruals at fair value declined from ~2.1% (Dec 31, 2023) to ~0.6% (Dec 31, 2024) .
- Fee alignment tweak: 2025 advisory fee amendment excludes purchase discount accretion from incentive fee calculation when inclusion would increase fees .
Board Governance
- Role: Interested Director; Class II; term expiring 2027; Director since 2024 .
- Chair/Independence: Chair of the Board is Linda Pace (Interested); committee oversight is by Independent Directors (Audit, Compensation, Nominating & Governance) .
- Committee leadership: Nigel D.T. Andrews chairs Audit and Compensation and serves on Nominating & Governance, underscoring independent oversight of financial reporting and compensation .
- Risk oversight: Audit Committee oversees valuation, controls, internal audit; CCO provides annual compliance reports; Independent Directors meet in executive session at least four times per year .
- Dual-role implications: Plouffe is CEO and an Interested Director (not independent), but not Board Chair; key committees are fully independent, which mitigates independence concerns around management influence on oversight .
Director Compensation (context)
- Independent Director pay schedule includes annual fee ($90k) plus per-meeting fees and an Audit Chair premium ($16k); 2024 special committee members received additional stipends .
- Interested Directors (including CEO) receive no director pay from CGBD (Ms. Pace began receiving fees in 2024 after retiring from Carlyle in 2023) .
Related Party Transactions and Potential Conflicts
- Advisory fees paid to Carlyle affiliate totaled $26.9M base and $21.6M NII incentive in 2024; $28.5M and $22.6M in 2023; $28.8M and $21.4M in 2022; no capital gains incentive fees accrued in these years .
- Preferred stock: 2,000,000 shares issued in May 2020 to a Carlyle affiliate, senior to common, convertible with current conversion price $8.87 as of Dec 31, 2024; preferred holders elect two directors—ongoing potential for conflicts given Carlyle’s roles .
- Trading market/NAV: As of Feb 24, 2025, CGBD traded at a 5.8% premium to 12/31/24 NAV (market price $17.77 vs. NAV $16.80) .
Risk Indicators & Policies
- Clawback policy compliant with Exchange Act Section 10D (Nasdaq) for the prior three years upon restatement .
- Insider trading policy prohibits hedging/short sales and speculative trading; margin use restricted .
- Legal proceedings: Company not subject to material legal proceedings as disclosed .
Compensation Structure Analysis (alignment signals)
- Year-over-year adviser fee trends show lower base fees as AUM/portfolio balances moderated in 2024; NII incentive fees also declined, consistent with slightly lower NII—supporting pay-for-performance at the adviser level .
- 2025 fee amendment to exclude purchase discount accretion reduces potential overpayment risk to the Adviser, modestly enhancing alignment with common shareholders .
- Because executives are Adviser employees, there are no CGBD equity award vesting schedules or severance/change-in-control packages that could create near-term insider selling pressure at the Company level .
Investment Implications
- Alignment: With executives paid by the Adviser, shareholder alignment hinges on NII and realized gains driving adviser fees; the 2025 amendment marginally improves economics for common shareholders and reduces fee asymmetry in acquisition accounting .
- Retention risk: Plouffe’s senior roles across Carlyle’s Global Credit platform and leadership at both CGBD and CARS suggest continuity, while independent committee oversight mitigates dual-role governance concerns .
- Trading signals: No company-level equity awards or vesting schedules for Plouffe to catalyze insider selling; hedging is prohibited, and beneficial ownership rose from 31,715 to 34,351 shares between the 2024 and 2025 record dates, albeit remaining under 0.1% of outstanding shares .
- Performance backdrop: 2024 delivered $2.00 NII per share, $1.87 dividends, and improved non-accruals; sustaining dividend coverage and credit quality remains the lever for fee accruals, earnings power, and valuation support .