Linda Pace
About Linda Pace
Linda Pace serves as Chair of the Board and as a Director of Carlyle Secured Lending, Inc. (CGBD); she is classified as an Interested Director due to her relationship with Carlyle. She has chaired the CGBD Board since December 31, 2019 and previously served as the Company’s CEO and President until December 31, 2022; she retired as a Managing Director and Vice Chair of Carlyle Global Credit on December 31, 2023. Ms. Pace’s background spans leadership of Carlyle’s Global Loans and Structured Credit Group, portfolio management for Carlyle High Yield Partners, ten years at BHF-Bank AG as co‑head of Syndicated Loans, and earlier work at Société Générale; she holds a BA in French from Douglass College and an MBA in Finance from NYU. Birth year: 1962; Director since 2019; Class I Director (term expiring 2026).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carlyle Secured Lending, Inc. (CGBD) | Chair of the Board | Dec 31, 2019–present | Board leadership; liaison with Adviser; governance oversight |
| Carlyle Secured Lending, Inc. (CGBD), CARS, CSL III | CEO & President | Until Dec 31, 2022 | Led operations across fund complex vehicles |
| Carlyle Global Credit | Vice Chair; Managing Director | Until Dec 31, 2023 | Senior leadership; strategic oversight in credit |
| Carlyle – Global Loans & Structured Credit | Head | Prior to Vice Chair role | Led loan/structured credit platform |
| Carlyle High Yield Partners | Portfolio Management | Prior role at Carlyle | Deployed capital in cash/synthetic form |
| CSL III (pre-merger) | Chair of Board of Trustees | Jun 2021–Mar 2025 | Governance during CSL III tenure and into merger |
| BHF‑Bank AG | Co‑Head, Syndicated Loan Group (NY) | Ten years (pre‑Carlyle) | Managed $2B on‑balance sheet loan portfolio and $400M CLOs |
| Société Générale | Corporate Credit Analyst | Early career | Credit analysis foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CARS (fund complex entity) | Chair of the Board | Dec 31, 2019–present | Oversees 2 portfolios in fund complex (Company and CARS) |
| CSL III (trust) | Chair of Board of Trustees | Jun 2021–Mar 2025 | Role ended upon CSL III merger into CGBD in Mar 2025 |
No other public company directorships are disclosed in the proxy.
Board Governance
- Board Chair and Interested Director; CGBD does not designate a Lead Independent Director. The proxy explicitly acknowledges potential conflicts when an Interested Director chairs the Board and describes mitigants: regular executive sessions of Independent Directors, retention of independent counsel, an Audit Committee comprised solely of Independent Directors, and regular independent sessions with the Chief Compliance Officer (CCO).
- Class I Director; term expiring at the 2026 annual meeting. Overall Board comprises seven members across three staggered classes.
- Committee memberships: Ms. Pace is not listed as a member of the Audit, Compensation, Nominating & Governance, or Special Committees; those committees are composed solely of Independent Directors.
- Meetings and attendance: The Board met eight times in 2024 (four regular, four special); no Director serving during 2024 attended fewer than 75% of Board and committee meetings. However, no Director attended the Company’s 2024 annual meeting of stockholders.
- Risk oversight: The Audit Committee (Independent Directors only) and the CCO lead risk oversight. The CCO meets separately in executive session with the Independent Directors at least four times each year.
Fixed Compensation
| Component (Independent Director schedule) | Amount | Notes |
|---|---|---|
| Annual Board retainer (Independent Directors) | $90,000 | Determined by Independent Directors; Board approves |
| 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 fee | $16,000 annual (added to above) | |
| Special Committee fees (Dec 2023–Jun 2024) | $650 per meeting | Members: Bradford and Andrews |
| Special Committee fees (Jul–Dec 2024) | $10,000 per month | Members: Bradford and Andrews |
| Linda Pace – FY 2024 | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $115,000 | Began receiving Director compensation Jan 1, 2024; exception among Interested Directors |
| Total Compensation from the Company | $115,000 | |
| Total Compensation from the Fund Complex | $244,700 | Fund Complex includes the Company, CARS, and CSL III (until Mar 27, 2025) |
The proxy indicates Independent Directors review and recommend their compensation; the Board determines Independent Director pay. No compensation is paid to Interested Directors other than Ms. Pace after her retirement from Carlyle (Dec 31, 2023).
Performance Compensation
| Performance-linked elements for Directors | Disclosure |
|---|---|
| Equity awards (RSUs/PSUs), options, performance metrics (TSR, EBITDA, ESG), vesting schedules | None disclosed for Directors; Independent Director compensation is cash-based as shown, and Ms. Pace’s FY 2024 compensation is cash-only. |
| Clawback policy | Adopted for executive officers per NASDAQ Section 10D rules; not specified for Directors. |
| Executive officer compensation oversight | Compensation Committee exists but executive officers are not directly compensated by the Company (services via Adviser); therefore no executive pay program to administer at the Company level. |
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Conflict Consideration |
|---|---|---|
| Adviser/affiliates (Carlyle) | Ms. Pace was a Carlyle Managing Director and Vice Chair of Carlyle Global Credit until Dec 31, 2023 | Board classifies Ms. Pace as an Interested Director due to her association with Carlyle, which advises CGBD; Board cites mitigants (independent committees, counsel, executive sessions). |
| CARS | Chair of Board | Fund complex interlock; oversight synergies; compensation and ownership disclosures encompass fund complex entities. |
| CSL III | Chair of Trustees (Jun 2021–Mar 2025) | Role concluded with merger into CGBD; Special Committee process run by Independent Directors. |
Expertise & Qualifications
- Extensive financial services and capital markets experience; senior leadership across leveraged loans, structured credit, high yield portfolio management; syndication expertise.
- Education: BA in French (Douglass College); MBA in Finance (NYU).
- Board leadership experience across multiple Carlyle credit vehicles; familiarity with BDC governance and Adviser interfaces.
Equity Ownership
| Metric | As of Record Date | Notes |
|---|---|---|
| Shares beneficially owned | 57,436 | Direct ownership; footnote confirms direct shares |
| Percent of common stock | <0.1% (“*” in proxy) | Company had 72,902,981 shares outstanding at Record Date |
| Dollar range – Company | Over $100,000 | Calculated using NAV per share as of Dec 31, 2024 |
| Dollar range – Fund Complex | Over $100,000 | Fund Complex includes Company and CARS |
| Record Date | April 29, 2025 (per footnote context) | Ownership table references the Record Date for computation |
Notes:
- Insider trading policy prohibits short sales, derivatives, collars, and other hedging strategies; margin purchases discouraged unless cash available to cover calls. No pledging disclosure is provided.
Board Governance
- Audit Committee: Andrews (Chair), Nestor, Wright, Bradford; 8 meetings in 2024.
- Compensation Committee: Andrews (Chair), Nestor, Wright, Bradford; 1 meeting in 2024.
- Nominating & Governance Committee: Nestor (Chair), Andrews, Wright, Bradford; 1 meeting in 2024.
- Special Committee (CSL III merger): Bradford and Andrews; 22 meetings in 2024.
Governance Assessment
-
Strengths
- Deep credit and capital markets expertise aligned with CGBD’s strategy; tenure as Chair since 2019 creates continuity in oversight.
- Board risk oversight anchored by an independent Audit Committee and a CCO who meets in executive session with Independent Directors at least quarterly.
- Independent Director compensation framework is transparent; special committee convened and paid for extensive merger evaluation, evidencing process rigor.
- Attendance: no Directors fell below 75% participation across Board/committee meetings in 2024.
-
Risks and RED FLAGS
- Interested Director as Board Chair with no Lead Independent Director; potential conflict of interest due to former and ongoing association with Adviser/affiliates. Mitigants are disclosed, but absence of a lead independent role is a governance gap.
- No Directors attended the 2024 annual stockholder meeting, a negative signal for investor engagement.
- Director pay appears cash‑only with no disclosed equity grants or performance‑linked metrics; alignment relies on personal share ownership rather than structured equity compensation.
- Fund complex interlocks (CARS, CSL III) and Adviser ties increase related‑party exposure; vigilant independent committee oversight remains critical.
-
Ownership alignment
- Personal ownership of 57,436 shares (> $100,000 dollar range) indicates some alignment, but stake is <0.1% of shares outstanding; no pledging disclosures and hedging is prohibited by policy.
Overall, Ms. Pace brings strong domain expertise and long‑tenured leadership, but her status as an Interested Chair without a Lead Independent Director and the breadth of fund complex interlocks are key governance considerations for investors. The documented mitigants (independent committees, executive sessions, independent counsel, CCO interaction) partially address these risks; continued monitoring of independent committee effectiveness and engagement practices is warranted.