Nigel Andrews
About Nigel D.T. Andrews
Nigel D.T. Andrews (born 1947) is an Independent Director of Carlyle Secured Lending, Inc. (CGBD) serving since 2012; his current term (Class II) expires at the 2027 annual meeting . He is Chairman of the Audit Committee, Chairman of the Compensation Committee, and a member of the Nominating and Governance Committee; the Board has determined he is independent under NASDAQ and 1940 Act standards and is an “audit committee financial expert” . Andrews’ background includes EVP of GE Capital, senior operating roles at GE Plastics, strategy leadership at GE Corporate, partner at Booz Allen, and business management at Shell International Chemical Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Capital | Executive Vice President | 1993–2000 | Senior leadership across industrial and financial services operations |
| GE Plastics – Americas | Vice President & General Manager | Pre‑1993 | Managed plastics operations in the Americas |
| GE Corporate | Vice President, Corporate Business Development & Strategy | Pre‑1993 | Reported to Board Chair on corporate strategy |
| Booz Allen Hamilton Inc. | Partner | Prior to GE | Strategy consulting leadership |
| Shell International Chemical Company | Business Management | Early career | Commercial/operations foundation |
| Internet Capital Group, Inc. | Managing Director | 2000–2001 | Corporate leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carlyle Credit Solutions, Inc. (CARS) | Director; Audit Committee Chair | Director since Apr 2017 | Oversees audit; interlock with same adviser (CGCIM) as CGBD |
| Carlyle Secured Lending III (CSL III) | Trustee; Audit Committee member | Jun 2021–Mar 2025 (until merger) | Governance oversight pre‑merger into CGBD |
| NF Investment Corp. (NFIC) | Director; Audit Committee member | Pre‑Jun 2017 (until NFIC acquisition) | Financial oversight at predecessor BDC |
| Old Mutual plc | Director; Audit & Remuneration Committee member | 2002–2014 | Committee engagement and governance |
| Old Mutual Asset Management | Chair | 2002–2014 | Board leadership |
| Chemtura Corporation (NYSE) | Director | 2000–2010 | Public company board experience |
| London Business School | Governor | Prior service (dates not specified) | Institutional governance |
| Victory Funds | Trustee | Since 2002 | Ongoing fund governance |
Board Governance
- Independence: Board determined Andrews is an Independent Director under NASDAQ and the 1940 Act; all Audit Committee members are independent and Rule 10A‑3 compliant .
- Committees & Roles:
- Audit Committee: Chair; 2024 meetings held: 8; Board designated him as “audit committee financial expert” .
- Compensation Committee: Chair; 2024 meetings held: 1; scope limited as executives are not directly compensated by CGBD .
- Nominating & Governance Committee: Member; 2024 meetings held: 1 .
- Special Committee (CSL III merger): Member alongside Leslie Bradford; 2024 meetings held: 22 .
- Attendance: In 2024, no Director attended fewer than 75% of Board and committee meetings on which they served .
Fixed Compensation (Independent Director)
| Component | Detail | Amount/Rate |
|---|---|---|
| Annual Director Fee | Independent Director cash retainer | $90,000 |
| Board Meeting Fee (in‑person) | Per board meeting attended | $2,500 |
| Board Meeting Fee (telephonic) | Per board meeting attended | $950 |
| Committee Meeting Fee (in‑person) | Per committee meeting attended | $1,250 |
| Committee Meeting Fee (telephonic) | Per committee meeting attended | $650 |
| Audit Committee Chair Fee | Annual incremental fee | $16,000 |
| Special Committee Fee (Dec 2023–Jun 2024) | Per meeting (10 meetings held in period) | $650 per meeting |
| Special Committee Fee (Jul–Dec 2024) | Monthly stipend | $10,000 per month |
| 2024 Total Compensation (CGBD) | Fees earned/paid in cash | $194,250 |
| 2024 Total Compensation (Fund Complex) | CGBD + CARS + CSL III | $341,950 |
Notes: Independent Director compensation is set by the Board, informed by peer BDCs and time/effort; Interested Directors do not receive director compensation (with exception noted for Linda Pace) .
Performance Compensation
- Equity awards, options, PSUs/RSUs, performance metrics: Not disclosed for independent directors; compensation consisted of cash fees only in 2024 .
- Executive compensation oversight: Compensation Committee does not produce executive pay reports because CGBD does not directly compensate executive officers (services provided by the Adviser/Administrator) .
Other Directorships & Interlocks
| Entity | Relationship to CGBD | Interlock Detail |
|---|---|---|
| CARS (BDC) | Same adviser (CGCIM) and administrator | Andrews chairs CARS’ Audit Committee and serves on its Board |
| CSL III (pre‑merger) | Affiliated fund merged into CGBD in Mar 2025 | Andrews served on CSL III’s board and audit committee; sat on Special Committee evaluating the merger |
| NFIC (pre‑acquisition) | Predecessor BDC acquired in 2017 | Andrews served on NFIC’s board and audit committee |
Potential conflict signal: Multiple roles across the Carlyle “Fund Complex” (CGBD and CARS) with shared adviser could present oversight interlocks; however, Board affirms Andrews’ independence and Rule 10A‑3 compliance .
Expertise & Qualifications
- Designated audit committee financial expert; deep familiarity with audit oversight, valuation, internal controls, and auditor independence .
- Senior executive experience in industrials and financial services (GE Capital EVP; GE Plastics leadership), strategy, and M&A; governance at multiple public companies and funds .
Equity Ownership
| As of Date | Shares Beneficially Owned | % of Outstanding Shares | Ownership Form |
|---|---|---|---|
| 12/31/2024 (Form 5) | 25,049.705 | ~0.034% (computed from 72,902,981 shares outstanding; see next row) | Direct |
| Record Date 04/07/2025 (Proxy) | 24,641 | Less than 0.1% (per proxy footnote) | Direct |
| Dollar Range (CGBD) | Over $100,000 | — | — |
Insider trading policy prohibits short sales, margin (without cash coverage), hedging/derivative strategies (collars, swaps, options, etc.) for directors and applicable personnel .
Insider Trades (Section 16)
| Filing | Transaction Date | Code | Title of Security | Amount | Price/Notes |
|---|---|---|---|---|---|
| Form 5 (annual) | 12/31/2024 | J (dividend reinvestment) | Common Stock | 3,475.254 acquired | Various at fair market value; end‑of‑year holdings 25,049.705 shares |
Governance Assessment
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Strengths
- Long-tenured independent director (since 2012) with audit chair experience and financial expert designation; strong oversight of auditor independence and pre‑approval processes .
- Demonstrated engagement: Audit Committee met 8 times in 2024; Special Committee met 22 times; Board confirms ≥75% attendance for all directors in 2024 .
- Skin‑in‑the‑game: Over $100,000 equity exposure; direct ownership of ~25k shares (as of 12/31/2024) .
-
Watch items / RED FLAGS
- Interlocks across the Fund Complex: Concurrent audit chair role at CARS (same adviser as CGBD) may concentrate oversight responsibilities; monitor for cross‑fund conflicts in auditor selection and valuation practices .
- Special Committee monthly stipends ($10,000 per member Jul–Dec 2024) and additional per‑meeting fees could raise compensation sensitivity during a related‑party merger; ensure robust documentation of independence in transaction evaluation .
- Delegated authority: Audit Committee delegated service pre‑approval authority to the Audit Chair (Andrews), who reports decisions to the committee; concentration of pre‑approval warrants continued transparency and periodic full‑committee review .
-
Context
- CGBD’s independent director compensation program is cash‑only with clear rate cards (annual fee, meeting fees, chair fee); no performance equity or options disclosed for independent directors, which limits direct alignment via equity grants but avoids pay‑for‑performance complexity .
- Compensation Committee’s remit is limited since executives are employees of the Adviser; focus for Andrews is on director pay levels and governance policy rather than executive pay design .
Other Notes
- Board structure: Seven directors in three classes; Andrews is Class II (term to 2027) .
- Stockholder meeting/voting: 2025 Annual Meeting approved director nominees and auditor ratification; quorum and vote counts disclosed (not specific to Andrews’ election cycle) .