William Wright II
About William H. Wright II
Independent Director at Carlyle Secured Lending, Inc. (CGBD) since February 2021; born 1960; BA (Yale) and MBA (Darden, University of Virginia). Former Managing Director at Morgan Stanley (1982–2010) heading corporate finance execution for complex equity offerings; current and prior board roles span SEC-registered closed-end funds and a BDC, plus nonprofit governance; core credentials in investment banking, corporate finance execution, and board oversight across regulated investment vehicles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Managing Director; Head of corporate finance execution group | 1982–2010 | Led teams on complex equity offerings for multinational corporations |
| SEC-registered closed-end funds (two funds) | Independent Board Member | Until 2016 | Not specified |
| Business Development Company (unnamed) | Independent Board Member | 2018–2020 | Not specified |
| Ray Garrett Jr. Corporate & Securities Law Institute (Northwestern Law) | Faculty | Not specified | Speaking/education role |
| Practising Law Institute | Faculty | Not specified | Speaking/education role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brookfield Infrastructure Income Fund Inc. | Director | Current | Not disclosed |
| Brookfield Real Assets Income Fund Inc. | Director | Current | Not disclosed |
| Oaktree Diversified Income Fund Inc. | Director | Current | Not disclosed |
| New York City Ballet | Director | Current | Nonprofit governance |
| CARS (Carlyle Credit Solutions, Inc.) | Director; Audit Committee Member | Since Feb 2021 | Affiliated fund within same adviser/administrator as CGBD |
Board Governance
- Status: Independent Director under 1940 Act and NASDAQ rules .
- Committees: Audit Committee (member); Compensation Committee (member); Nominating & Governance Committee (member) .
- Committee chairs: Not a chair; Audit Committee chaired by Nigel D.T. Andrews; Compensation Committee chaired by Nigel D.T. Andrews; Nominating & Governance chaired by John G. Nestor .
- Board leadership: Chair is an interested director (Linda Pace); no designated Lead Independent Director; independent directors hold executive sessions and retain independent counsel .
- Meetings and attendance: Board met 8 times in 2024; Audit Committee 8; Nominating & Governance 1; Compensation 1; no director serving in 2024 attended fewer than 75% of Board and committee meetings .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Independent Director cash fee |
| Board meeting fee (in-person/telephonic) | $2,500 / $950 | Per meeting |
| Committee meeting fee (in-person/telephonic) | $1,250 / $650 | Per meeting |
| Audit Committee chair fee | $16,000 | Not applicable to Wright (not chair) |
| Director | Fees Earned or Paid in Cash (Company) | Total Compensation (Company) | Total Compensation (Fund Complex) |
|---|---|---|---|
| William H. Wright II | $115,000 | $115,000 | $305,050 |
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Equity grants (RSUs/DSUs/Options) | Not disclosed for Independent Directors | Not applicable | Not applicable |
| Performance-linked director pay | Not disclosed | Not applicable | Not applicable |
The proxy discloses cash-based fees for Independent Directors and does not present equity or metric-linked director compensation .
Other Directorships & Interlocks
- Affiliated fund interlock: Wright serves on CARS’s board and Audit Committee; CARS shares the same adviser (CGCIM) and administrator (Carlyle Global Credit Administration) with CGBD, indicating an advisory complex interlock that requires independent oversight to mitigate conflicts .
- Multiple closed-end fund boards (Brookfield funds and Oaktree): Market and valuation practices in those vehicles may inform Wright’s oversight at CGBD; specific committee roles are not disclosed .
Expertise & Qualifications
- Investment banking and corporate finance execution expertise from senior roles at Morgan Stanley .
- Board oversight across BDCs and closed-end funds; familiarity with regulated investment company frameworks .
- Academic and practitioner teaching roles in securities law and practice, enhancing governance literacy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Dollar Range in CGBD | Dollar Range in Fund Complex |
|---|---|---|---|---|
| William H. Wright II | — | — | None | None |
- Shares outstanding at Record Date: 72,902,981 .
- Trading/hedging policy: Company prohibits short sales, derivatives, and hedging/pledging activities by directors and certain affiliates, supporting alignment with long-term investment principles .
Governance Assessment
- Strengths:
- Independent status and service across all three key committees enhances board oversight breadth .
- Robust attendance expectations and 2024 compliance across directors; active committee cadence (Audit: 8 meetings) indicates engagement in financial reporting and valuation oversight .
- Relevant external fund board experience and prior investment banking leadership align with CGBD’s needs for complex capital markets and valuation judgment .
- Risks/Red Flags:
- No disclosed personal share ownership (“None” in dollar range; ‘—’ in beneficial ownership), which can weaken direct economic alignment with stockholders .
- Advisory complex interlocks (CARS board/Audit Committee) within the Carlyle ecosystem elevate conflict-of-interest sensitivity; mitigated by independent director majority and committee independence, but still a watch item .
- Board chaired by an interested director and absence of a Lead Independent Director may reduce perceived independent leadership; reliance on executive sessions and independent counsel partially offsets .
- Board-level decision context: issuance of shares below NAV increases adviser management fees; Board disclosed and considered this potential conflict in special proxy materials—requires vigilant independent oversight, including by Audit and Compensation Committees .
Insider Trades
| Date | Form | Transaction | Shares | Notes |
|---|---|---|---|---|
| 2024 | — | — | — | Company reports all Section 16 filings timely in 2024; only Jenkins had late filings (not Wright) |
No specific Form 4 transactions for Wright are disclosed in the proxy; no delinquent filings reported for Wright in 2024 .
Notes
- Committee compositions and chair roles verified; Wright is a member, not chair, of Audit, Compensation, and Nominating & Governance Committees .
- Attendance: Board met 8 times in 2024; no director fell below 75% attendance; Audit Committee met 8 times .
- Director compensation is cash-based per proxy; Wright’s Company-level fees in 2024 totaled $115,000; Fund Complex total $305,050 (reflects CGBD, CARS, CSL III service) .