Michael Hadley
About Michael Hadley
Michael Hadley (born 1975) is Chief Investment Officer (CIO) of Carlyle Secured Lending, Inc. (CGBD). He was appointed Vice President and Head of Underwriting in April 2022 and has served as CIO since September 2022; he oversees two portfolios in the “Fund Complex” (the Company and CARS) . He is CIO and Head of Underwriting for the Carlyle Direct Lending business; previously he focused on investment opportunities in automotive/transportation, industrial, metals & mining, and paper/forest products sectors. Earlier roles include Analyst at Katonah Debt Advisors and investment banking at The Chase Manhattan Bank; he holds an undergraduate degree from Florida A&M University . CGBD is externally managed; executive officers, including Mr. Hadley, are employees of the Adviser and receive no direct compensation from the Company, limiting proxy-based pay-for-performance disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carlyle Direct Lending | Investment professional focused on auto/transportation, industrial, metals & mining, paper/forest products (prior to CIO role) | Not disclosed in proxy | Sector-focused sourcing and underwriting experience relevant to CGBD’s middle-market credit portfolio |
| Katonah Debt Advisors | Analyst (leveraged loan and high yield investments) | Not disclosed in proxy | Broad credit underwriting across sectors; foundation for later direct lending leadership |
| The Chase Manhattan Bank | Investment banker, Structured Credit Products and Global Chemicals groups | Not disclosed in proxy | Structuring and sector coverage experience in credit and chemicals |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CARS | Chief Investment Officer; Vice President and Head of Underwriting | Current as of 2025 | Oversees affiliated fund in the Fund Complex; alignment of underwriting standards across platforms |
| CSL III (merged into CGBD March 2025) | CIO from October 2022 until merger; VP & Head of Underwriting from April 2022 | 2022–Mar 2025 | Led investment activities pre-merger, continuity of credit strategy into combined vehicle |
| Carlyle Direct Lending | CIO and Head of Underwriting | Current as of 2025 | Sets underwriting and portfolio construction standards across Carlyle’s direct lending platform |
Fixed Compensation
CGBD is externally managed; “None of our officers receives direct compensation from us.” The Company reimburses the Administrator only for allocable portions related to the CFO and CCO and any outsourced functions .
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary (Company-paid) | Not paid by Company | Not paid by Company |
| Target Bonus % (Company-paid) | Not paid by Company | Not paid by Company |
| Actual Bonus Paid (Company-paid) | Not paid by Company | Not paid by Company |
| Company-Paid Perquisites | Not paid by Company | Not paid by Company |
Performance Compensation
The Compensation Committee notes it “does not produce and/or review and report on executive compensation practices” because executive officers are not directly compensated by the Company . Accordingly, no Company-level performance metrics, targets, or payouts are disclosed for executives in the proxy .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable – executives are compensated by the Adviser; Company does not disclose exec incentive metrics or payouts | — | — | — | — | — |
Equity Ownership & Alignment
As of the proxy record dates, Mr. Hadley’s beneficial ownership increased year over year; percentages round to less than 0.1% in both years.
| Metric | 2024 (Record Date) | 2025 (Record Date) |
|---|---|---|
| Shares Beneficially Owned | 5,500 | 18,277 |
| Percent of Shares Outstanding | <0.1% (“*”) | <0.1% (“*”) |
| Shares Outstanding (context) | 50,794,941 | 72,902,981 |
| Ownership Dollar Range table scope | Director/Nominee table only; not applicable to officers | Director/Nominee table only; not applicable to officers |
Additional alignment policies:
- Insider trading policy prohibits hedging, short sales, day trading, and use of derivatives (e.g., options, swaps, collars, exchange funds); margin purchases only if margin calls can be covered in cash .
- The excerpted policy addresses hedging and trading conduct; pledging is not referenced in the provided excerpt .
Employment Terms
- Executive officers (including Mr. Hadley) are employees of the Adviser or its affiliates; the Company has no employees and does not pay executive compensation directly .
- Compensation Committee remit includes determining any compensation paid directly by the Company to executive officers; as none is paid, the Committee “does not produce and/or review and report on executive compensation practices” .
- No Company-level employment agreement, severance, or change-of-control economics for executives are disclosed in the proxy due to the external management structure .
Investment Implications
- Transparency on incentive design and pay-for-performance at the Company level is limited because executive officers are compensated by the Adviser, not CGBD; this reduces direct linkage between disclosed Company metrics and executive pay in public filings .
- Beneficial ownership increased from 5,500 to 18,277 shares year over year, signaling rising “skin in the game,” though it remains below 0.1% of shares outstanding, implying modest direct exposure to CGBD equity at the individual level .
- The insider trading policy bans hedging and short sales, supporting alignment by preventing downside hedging; margin purchases are constrained by cash-cover requirements, which modestly mitigates forced-sale risk from margin calls .
- With no Company-paid severance or change-of-control benefits disclosed for executives, retention and economics are primarily governed by Carlyle employment arrangements, not CGBD; retention risk and incentives thus hinge on Adviser-level policies outside the Company’s proxy disclosure .