Leslie Bradford
About Leslie E. Bradford
Independent director of Carlyle Secured Lending, Inc. (CGBD) since October 2017; currently serves on the Audit, Compensation, and Nominating & Governance Committees . Background spans 25+ years at Morgan Stanley in firm-wide risk management, a senior advisor role (2011–2013), and earlier lending leadership at Irving Trust (1977–1985) . Education: BA in Religion (Dartmouth College) and MBA in Finance (NYU Stern); birth year 1955 . The Board classifies her as independent under both the Investment Company Act and NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Firm-wide risk management and advisory roles | ~25+ years (prior to 2011) | Enterprise risk oversight across business and support areas |
| Morgan Stanley | Senior Advisor; Director, Alumni Network | 2011–2013 | Stakeholder engagement and alumni relations |
| Irving Trust Company | Vice President, Corporate Division; developed corporate client lending/non‑lending in Northeast US | 1977–1985 | Originations and client coverage leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carlyle Credit Solutions, Inc. (CARS) | Director; Audit Committee member | Since Oct 2017 | Audit oversight; affiliated BDC to CGBD |
| Carlyle Secured Lending III (CSL III) | Trustee; Audit Committee member | Since Jun 2021 | Audit oversight; affiliated BDC to CGBD |
| American Foundation for the Blind | Former Trustee | Not disclosed | Non‑profit governance |
| Morgan Stanley Foundation | Former Trustee | Not disclosed | Philanthropy oversight |
| Dartmouth College Fund Committee | Member | Not disclosed | Alumni fundraising governance |
Board Governance
- Independence: Board determined Bradford is independent under Section 2(a)(19) of the 1940 Act and NASDAQ rules .
- Committees: Member—Audit; Compensation; Nominating & Governance .
- Committee chairs: Audit and Compensation chaired by Nigel Andrews; Nominating & Governance chaired by John Nestor (Bradford not a chair) .
- Meetings and attendance: Board met five times in 2023 (four regular quarterly, two special); no director attended fewer than 75% of Board and committee meetings; Audit Committee met nine times; Nominating & Governance met two; Compensation met two .
- Board leadership: Chair is an Interested Director (Linda Pace); no Lead Independent Director; Independent Directors hold executive sessions and meet with the Chief Compliance Officer at least quarterly .
- Re‑election and shareholder support: Elected as Class III director on June 9, 2025 with 21,275,397 “For”, 7,238,169 “Withhold”, and 18,885,492 broker non‑votes .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director fee (Independent) | $90,000 | Paid in cash; set and reviewed by Independent Directors |
| Board meeting fee (in person) | $2,500 per meeting | Plus reasonable expense reimbursement |
| Board meeting fee (telephonic) | $950 per meeting | |
| Committee meeting fee (in person) | $1,250 per meeting | Plus reasonable expense reimbursement |
| Committee meeting fee (telephonic) | $650 per meeting | |
| Audit Committee Chair annual fee | $16,000 | Bradford is not Chair; fee disclosed for Chair role |
| 2023 Director Compensation | CGBD Cash ($) | Fund Complex Total ($) |
|---|---|---|
| Leslie E. Bradford | $107,100 | $232,200 |
CGBD does not disclose equity grants or option awards for independent directors; disclosed compensation is cash fees and meeting fees .
Performance Compensation
- No performance‑based compensation, equity grants (RSUs/PSUs), or options disclosed for independent directors; no performance metrics tied to director pay are disclosed .
Other Directorships & Interlocks
| Entity | Relationship to CGBD/Carlyle | Role | Committee |
|---|---|---|---|
| Carlyle Credit Solutions, Inc. (CARS) | Affiliated BDC with same adviser/administrator | Director | Audit Committee |
| Carlyle Secured Lending III (CSL III) | Affiliated BDC with adviser affiliate and same administrator | Trustee | Audit Committee |
- Interlock risk: Bradford’s board service on CARS and CSL III creates governance interlocks across Carlyle‑affiliated BDCs overseen by the same adviser/administrator, increasing potential conflicts that require robust independent oversight and audit rigor .
Expertise & Qualifications
- Deep credit risk management and advisory experience in global financial services (Morgan Stanley); prior corporate lending leadership (Irving Trust) .
- Educational credentials suitable for complex credit governance (MBA Finance, NYU; BA Dartmouth) .
- Experience on audit committees of affiliated BDCs, enhancing valuation, controls, and financial reporting oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common | Notes |
|---|---|---|---|
| Leslie E. Bradford | 1,000 | * (<0.1%) | As of record date April 7, 2025; direct ownership |
| Dollar Range (CGBD) | $10,001–$50,000 | — | Based on NAV method as of Dec 31, 2023 |
| Dollar Range (Fund Complex) | $10,001–$50,000 | — | Company, CARS, CSL III combined |
CGBD prohibits short‑term trading, short sales, and use of derivatives; margin purchases discouraged unless cash coverage for margin calls; policy designed to align insider behavior with long‑term investment .
Governance Assessment
- Positives:
- Independent status and multi‑committee service (Audit, Compensation, Nominating & Governance) strengthen board effectiveness; strong attendance standard met in 2023 .
- Audit Committee met frequently (nine times) and oversees critical valuation, internal controls, and PCAOB auditor independence, supporting investor confidence .
- Formal clawback policy adopted for executive officers consistent with NASDAQ 10D rules, signaling recourse for erroneous incentive pay (though not directly applicable to directors) .
- Red flags / conflict areas:
- Board Chair is an Interested Director and no Lead Independent Director is designated, elevating potential oversight risk; mitigations include independent executive sessions and independent counsel use .
- Adviser (Carlyle affiliate) receives substantial base and incentive fees; Bradford’s interlocks across CARS and CSL III heighten related‑party conflict risk, requiring vigilant independent oversight of valuations/fees .
- Minimal personal share ownership (1,000 shares; <0.1%) limits “skin‑in‑the‑game” alignment; no disclosed director stock ownership guidelines at CGBD .
- 2025 election support included notable withhold votes (7.24M vs 21.28M For), indicating some shareholder scrutiny amid affiliated‑party dynamics .
Overall, Bradford brings seasoned credit risk and audit experience valuable to a BDC, but governance confidence hinges on continued independent committee rigor, transparent valuation, and careful management of adviser‑affiliated interlocks and fee structures .