Thomas Hennigan

About Thomas Hennigan

Thomas M. Hennigan (born 1976) is Carlyle Secured Lending, Inc.’s (CGBD) Chief Financial Officer (since March 2018) and Chief Risk Officer (since 2016), a Managing Director at Carlyle, and an “Interested” Class II Director on CGBD’s board since April 2025 (term expiring 2027). He also serves on the board of Carlyle Credit Solutions, Inc. (CARS) and previously served as CFO and CRO of Carlyle Secured Lending III (CSL III) until its March 2025 merger into CGBD . In Q3’25, CGBD generated EPS of $0.33, NII of $0.37/share, declared a $0.40 dividend, and reported NAV/share of $16.36 (down from $16.80 at 12/31/24); YTD total return based on NAV was 5.74% while market total return was -24.3% as of 9/30/25 . The board acknowledges potential conflicts when an Interested Director is Board Chair (currently Linda Pace), mitigated by independent-only committees and regular executive sessions; CGBD has no Lead Independent Director .

Past Roles

External Roles

Fixed Compensation

• CGBD does not directly employ executives; services are provided by the Adviser and affiliates. None of CGBD’s officers receives direct compensation from the Company. CGBD reimburses the Administrator for its allocable portion of compensation paid to (or compensatory distributions received by) the CFO and the CCO; to the extent functions are outsourced, CGBD pays such fees at cost .
• No compensation is paid by the Company to Interested Directors (other than Linda Pace post-retirement from Carlyle) .

Performance Compensation

• The Company states executive officers are employees of the Adviser or affiliates and are not directly compensated by CGBD; therefore, the proxy does not disclose Company-paid annual/long-term incentive metrics, targets, or payouts for executive officers (the Compensation Committee notes it does not review executive compensation practices because executives are not directly compensated by the Company) .

Equity Ownership & Alignment

• Insider trading/hedging restrictions: CGBD’s policy prohibits short sales, day-trading, arbitrage, most derivatives (for hedging), and margin purchases unless cash arrangements cover any margin calls; the policy is intended to align trading with long-term investment. The Rule 17j‑1 Codes of Ethics also restrict personal investments for covered persons including the CEO and CFO .
• Pledging: No explicit disclosure of share pledging in the proxy; policy addresses margin transactions but does not separately enumerate pledging prohibitions .
• Ownership guidelines: No specific executive stock ownership guidelines disclosed in the proxy; director “dollar range” of holdings is provided .

Employment Terms

• Officer status/term: Officers are elected by the Board and serve until death, resignation, termination, or successor election; the Company has no employees—services are provided by the Adviser/Administrator .
• Severance/change-in-control: The proxy does not disclose Company-level severance or change-in-control benefits for officers since they are employed by the Adviser; no Company golden parachute or tax gross-up terms are disclosed .
• Clawback: CGBD adopted an incentive compensation recoupment policy compliant with NASDAQ’s Section 10D rules applying to executive officers for restatements due to material noncompliance with financial reporting requirements (last three completed fiscal years) .
• Related-party/affiliates: State Street sub-administration agreement annually renewed (fees $682k in 2024), royalty-free Carlyle “Carlyle” name license, and related-party transaction screening/approval processes are described .

Board Governance (Director Service, Committees, Independence)

• Hennigan board status: Class II “Interested” Director since April 2025 (term ends 2027); also a director of CARS since April 2025 .
• Independence/committees: Audit, Compensation, and Nominating & Governance Committees are comprised solely of Independent Directors; Hennigan (Interested Director) is not listed as a member of these committees .
• Board leadership: Chair is Linda Pace (Interested Director). The board acknowledges potential conflicts when an Interested Director is Chair and cites mitigating governance practices (independent-only committees, regular executive sessions, independent counsel). There is no Lead Independent Director .
• Meetings/attendance: The Board met 8 times in 2024 and no Director attended fewer than 75% of aggregate Board and committee meetings (note: 2024 predates Hennigan’s April 2025 appointment) .
• Director compensation (context): Interested Directors (which include Hennigan) are not paid director fees by the Company; independent director cash fees schedule disclosed, but not applicable to Hennigan .

Performance & Track Record (operational/financial context during CFO tenure)

Selected operating highlights (2025 under Hennigan’s CFO tenure):

• Portfolio scaled to ~$2.4B FV across 221 investments; non-accruals at 1.6% of cost and 1.0% of FV as of 9/30/25 .
• Portfolio growth tied partly to CSL III merger and Credit Fund II purchase; yields moderated YoY; NII increased YoY on higher average balances .
• Capital actions: Credit facility commitments increased to $960M (Jul-10-2025); $300M 2031 notes issued (Oct-7-2025) with accompanying swap; announced redemption of 2028 notes (Dec-1-2025) .

Fixed Compensation (Director)

• CGBD pays no director fees to Interested Directors, so Hennigan receives no Company-paid director retainers/meeting fees .

Performance Compensation (Incentives and Metrics)

• Not disclosed at Company level for executive officers (employed by Adviser). The Compensation Committee explicitly notes it does not review/produce reports on executive compensation practices because Company does not directly compensate executives .

Compensation Committee Analysis (structure and independence)

• The Compensation Committee comprises Independent Directors only and is chaired by Nigel D.T. Andrews. Its remit includes recommending any compensation paid directly by the Company to executive officers (currently none) .
• Because executives are not directly paid by the Company, the committee does not review or report on executive compensation practices; no Company “say-on-pay” disclosures are presented .

Investment Implications

• Alignment: Hennigan holds 83,570 CGBD shares (0.11%); dollar range “Over $100,000.” The insider trading policy prohibits hedging/shorting and constrains margin use, supporting alignment with long-term shareholders .
• Governance checks: He is an Interested Director while serving as CFO/CRO; CGBD has no Lead Independent Director and the Chair is an Interested Director, but committees are fully independent and the board acknowledges/addresses potential conflicts via process safeguards .
• Execution/retention: As CFO/CRO through a transformational period (CSL III merger, balance sheet actions), results show steady base dividends ($0.40/qtr), modest NAV drift, and scaled portfolio with modest non-accruals; monitoring YTD market underperformance versus NAV return may inform views on perceived external management/fee frictions and risk appetite .
• Compensation visibility: Company-level salary/bonus/equity award detail, vesting schedules, severance, and CoC economics are not disclosed because executives are employed by the Adviser; investors seeking pay-for-performance assessment will need Adviser-level disclosures and Form 4 activity to gauge selling pressure (not in the proxy) .

Note: Where the Company does not disclose items (e.g., vesting schedules, PSU/RSU grants, options, pledging specifics, severance/CoC economics for executives), such items are omitted per disclosure availability .

Board Service Snapshot (for governance quality)

• Director since: April 2025 (Class II; term ends 2027) .
• Committee roles: None (committees are Independent Directors only) .
• Independence: “Interested” Director due to affiliation with the Adviser/Carlyle .
• Attendance context: Board met 8 times in 2024; no director <75% attendance (pre-appointment reference) .
• Director fees: None paid by Company to Interested Directors .

Related-Party/Conflicts Guardrails

• Sub-administration (State Street) renewed (2024 fees: $682k); Carlyle name license; annual related-party screening/board oversight .
• Clawback policy per NASDAQ Section 10D applies to executive officers .
• Insider trading/hedging and margin restrictions as noted .