Charmagne Kukulka
About Charmagne Kukulka
Charmagne Kukulka is Chief Compliance Officer (CCO) of Nuveen Churchill Direct Lending Corp. (NCDL), appointed effective March 1, 2024; she is 35 as of the 2025 proxy and also serves as CCO across affiliated funds (NC SLF Inc. and Nuveen Churchill Private Capital Income Fund) and Churchill Asset Management . She manages the Company’s compliance program and reports quarterly to the Board on the adequacy and effectiveness of compliance policies and procedures, meeting separately with Independent Directors at least annually; she holds a B.A. in Business and Corporate Communications from Arizona State University’s W.P. Carey School of Business . NCDL does not disclose executive pay-linked performance metrics (e.g., TSR, revenue growth, EBITDA growth) because executives are not compensated by the Company; services are provided by affiliates under advisory/administration agreements .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Blackstone Inc. | Legal & Compliance (registered funds platform) | Aug 2013 – Jan 2022 | Developed/administered compliance program for Blackstone’s registered funds products . |
| 13D Management LLC | Chief Compliance Officer | Jan 2022 – May 2023 | Led investment adviser and 1940 Act compliance; specialized in regulatory frameworks . |
| Churchill Asset Management LLC | Principal & Deputy CCO (then CCO) | May 2023 – Mar 2024 (Deputy CCO); appointed CCO Mar 2024 | Managed Churchill’s compliance program; provides compliance support for regulatory matters . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NC SLF Inc. | Chief Compliance Officer | Appointed Mar 2024 | Oversees compliance for affiliated 1940 Act registered fund . |
| Nuveen Churchill Private Capital Income Fund | Chief Compliance Officer | Appointed Mar 2024 | Oversees compliance for affiliated BDC within fund complex . |
| Churchill Asset Management LLC | Chief Compliance Officer | Appointed Mar 2024 | Manages firm-wide compliance program, supports regulatory matters . |
Fixed Compensation
NCDL states it has no employees and executives are not compensated by the Company; compensation is paid by affiliates (Adviser/Administrator), with NCDL reimbursing its allocable portion of related expenses under agreements.
| Compensation Element | Status at NCDL | Notes |
|---|---|---|
| Base salary | Not paid by NCDL | Executives are employees of affiliates; Company reimburses allocable costs under Administration/Advisory agreements . |
| Target bonus % / actual bonus | Not disclosed at NCDL | No executive officer compensation is set or paid by NCDL . |
| Cash perquisites | Not disclosed at NCDL | No Company-paid executive compensation program disclosed . |
Performance Compensation
| Incentive Type | Metric Linkage | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Equity awards (RSUs/PSUs/options) | Not disclosed at NCDL | — | — | — | — |
| Annual incentive plan | Not disclosed at NCDL | — | — | — | — |
As none of NCDL’s executive officers are currently compensated by the Company, the Compensation Committee does not produce or review an executive compensation report; pay-for-performance constructs (metrics, targets, vesting) for Ms. Kukulka are not disclosed at the Company level .
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | — | Listed as an executive officer with no share count. |
| % of Shares Outstanding | Less than 1% | Based on 51,217,252 shares outstanding as of March 31, 2025 record date . |
| Hedging policy | Prohibited for executives/directors (options/derivatives, short sales) | Part of insider trading policy. |
| Pledging/margin | Prohibited unless prior written consent of the Chief Compliance Officer | Company-wide policy governs pledging/margin accounts. |
| Stock ownership guidelines | Not disclosed | No executive ownership multiple disclosed in proxy . |
Employment Terms
| Term | Detail | Evidence |
|---|---|---|
| Appointment date | Appointed CCO effective March 1, 2024 | Board action on Feb 20, 2024; effective Mar 1, 2024 . |
| Age (current proxy) | 35 | 2025 proxy executive officer table . |
| Family relationships | None | Statement of no family relationships with any director/executive officer . |
| Related party transactions | None reportable under Item 404(a) | Explicitly noted in 8‑K . |
| Employment agreement / term | Not disclosed | Company has no employees; executives serve via affiliates . |
| Severance / change-of-control | Not disclosed | No Company-level executive severance/CoC terms disclosed . |
| Clawbacks | Not disclosed (executive-specific) | Code of Business Conduct & Ethics available; no executive clawback specifics in proxy . |
| Governance interface | Quarterly written compliance reports to Board; meets independently with Directors at least annually | Board’s risk oversight relies on CCO reporting . |
Performance & Track Record
- Role scope and governance: Ms. Kukulka prepares quarterly compliance reports addressing policy operation, material changes, recommendations, and matters requiring Board oversight; she meets in executive session with Independent Directors at least annually, supporting Board risk oversight under the BDC’s regulatory regime .
- Background credentials: Prior compliance leadership at Blackstone’s registered funds platform and 13D Management; Churchill Principal/Deputy CCO prior to appointment as Company CCO; B.A., Arizona State University (W.P. Carey) .
- Legal/controversies: No legal proceedings of the type described in Item 401(f) against directors, director nominees, or officers over the past 10 years and none pending, per proxy disclosures .
Compensation Committee Analysis
- Structure: Formed following the January 29, 2024 IPO; comprised entirely of Independent Directors (Aggarwal, Kirchheimer, Miranda, Potter, Ritchie); chaired by Kirchheimer .
- Mandate: Determines or recommends compensation “if any” for CEO, other executive officers, and Independent Directors; since executives are not compensated by NCDL, no executive compensation report is produced/reviewed .
- Independence and interlocks: No insider participation or Item 404 relationships for committee members .
Investment Implications
- Alignment and selling pressure: Ms. Kukulka holds no disclosed NCDL shares, and Company policy prohibits hedging/pledging (pledging only with prior written consent of the CCO), which together suggest low immediate insider selling pressure from her position but also limited direct equity alignment at the Company level .
- Pay-for-performance visibility: Because executives are not compensated by NCDL and pay is at affiliates, investors lack transparency into Ms. Kukulka’s compensation structure, metrics, vesting, and retention incentives—limiting analysis of compensation alignment and severance/CoC economics at the issuer level .
- Governance and risk oversight: Her quarterly compliance reporting and independent director sessions embed compliance rigor into Board oversight—supportive of control quality for a regulated BDC, which must maintain asset coverage and RIC qualification; no reported legal proceedings enhance governance stability signals .