David Kirchheimer
About David Kirchheimer
Independent director of NCDL since December 2019 (Class I; term expires 2027). Age 69. The Board has determined he is not an “interested person” of the Company; he is designated an Audit Committee “financial expert.” Former CFO and director at Oaktree Capital’s then-public affiliate; prior EVP & CFO of Republic Pictures; earlier PwC senior audit manager (CPA, now inactive). Education: B.A. Economics (Colorado College, Phi Beta Kappa), MBA in Accounting & Finance (University of Chicago Booth) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oaktree Capital Management | Advisory Partner (honorary) | Since March 2017 | Retired from CFO role; continued senior advisory capacity |
| Oaktree (public affiliate) | Director (then-public affiliate) | Prior to 2017 | Public company board experience |
| Oaktree Capital Management | Chief Financial Officer | Pre-2017 | Led finance at leading alt asset manager |
| Republic Pictures Corporation | EVP & CFO | Prior to 1995 | Public company finance leadership |
| PricewaterhouseCoopers | Senior Audit Manager (CPA, inactive) | Early career | Audit leadership; CPA background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NC SLF Inc. (affiliated fund) | Director | Since May 2021 | Fund-complex directorship |
| Cedars-Sinai Health System | Director | Current | Healthcare system board |
| Huntington Hospital (Pasadena, CA) | Director; Trustee of its trust | Current | Non-profit hospital governance |
| CURO Group Holdings Corp. | Director; Lead Independent Director; Audit Committee Chair | Dec 2018 – Jul 2024 | Public company LID and Audit Chair experience |
| The Aerospace Corporation | Financial Advisory Panel member | Jun 2018 – Jun 2021 | Advisory role (panel dissolved) |
Board Governance
- Independence and attendance: Independent director; Board met 5x in FY2024; each incumbent director attended at least 75% of Board and committee meetings .
- Committee assignments and chair roles:
- Audit Committee member; designated “audit committee financial expert” .
- Nominating & Corporate Governance Committee chair .
- Compensation Committee chair .
- Co-Investment Committee member .
- Board leadership and executive sessions: Board Chair is CEO (interested director); Lead Independent Director role established (Stephen Potter appointed 7/31/2024). Independent directors meet in regular executive sessions without management .
- Risk/conflicts oversight: Committees oversee financial reporting, compensation, governance, and co-investment conflicts; Independent Directors comprise all these committees .
Fixed Compensation
| Component | FY2024 | FY2025 Policy/Update |
|---|---|---|
| Annual cash retainer (Independent Directors) | $100,000 | Increased to $120,000 effective Jan 1, 2025 |
| Audit Committee Chair fee | $10,000 (if applicable) | Increased to $12,000 effective Jan 1, 2025 |
| Lead Independent Director fee | N/A in 2024 | $12,000 (effective Jan 1, 2025) |
| Meeting fees | None disclosed | None disclosed; reasonable out-of-pocket expenses reimbursed |
Note: Mr. Kirchheimer received $100,000 cash fees from NCDL for FY2024 service; no equity was granted to directors .
Performance Compensation
| Element | Structure | Metrics/Terms |
|---|---|---|
| Director performance pay | None disclosed | NCDL’s proxy reports cash retainers and committee chair fees only for directors; no equity or performance-linked pay disclosed . |
| Compensation governance | Compensation Committee (chaired by D. Kirchheimer) recommends compensation of Independent Directors | Committee is fully independent; no interlocks or Item 404 relationships for members . |
Other Directorships & Interlocks
- Fund-complex roles: Also a director of NC SLF Inc., an affiliated registered closed-end fund; this is disclosed as part of the “Fund Complex” .
- Co-investment/conflict controls: Co-Investment Committee (all Independents) oversees affiliate co-investments under SEC exemptive orders (2019, 2022). Transactions require “required majority” of Independent Directors to find terms fair, no overreaching, and consistent with strategy .
- Item 404 screening: Compensation Committee Interlocks disclosure states no member (including Mr. Kirchheimer) had relationships requiring Item 404 disclosure .
- Insider trading and pledging: Hedging and pledging of NCDL shares are prohibited absent CCO consent; pre-clearance and Section 16 compliance required .
Expertise & Qualifications
- Financial expert: Designated Audit Committee “financial expert” under Item 407 of Reg S-K .
- Senior finance operator: Former CFO at Oaktree and Republic Pictures; Big 4 audit background (PwC; CPA inactive) .
- Governance leadership: Chairs Nominating & Governance and Compensation Committees; prior Lead Independent Director and Audit Chair at CURO .
- Education: BA Economics (Colorado College); MBA Accounting & Finance (Chicago Booth) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Dollar Range | Notes |
|---|---|---|---|---|
| David Kirchheimer | 102,097 | <1% (asterisked in table) | Over $100,000 | As of record date March 31, 2025; 51,217,252 shares outstanding . |
- Pledging/hedging: Company policy prohibits hedging, shorting, options on NCDL, and pledging/margin unless pre-approved by CCO .
- Breakdown of direct vs. indirect holdings, vested vs. unvested, or options: Not disclosed for Mr. Kirchheimer in the proxy ownership table .
Insider Trades
| Date | Transaction | Shares | Price | Form | 10b5-1 Plan |
|---|---|---|---|---|---|
| — | No Section 16 Form 4 transactions identified in NCDL filings reviewed for 2024–2025; director trading subject to pre-clearance and Section 16 short-swing rules per policy | — | — | — | Policy-governed . |
Governance Assessment
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Strengths for investor confidence
- Independent director with deep CFO/audit pedigree; designated audit financial expert .
- High engagement: 75%+ attendance; chairs two key committees (Compensation; Nominating & Governance) .
- Skin-in-the-game: Beneficially owns 102,097 shares; director hedging/pledging restricted by policy .
- Robust conflict controls: All conflict-sensitive committees are Independent-only; formal co-investment oversight under SEC orders .
-
Watch items / potential conflicts
- Multiple affiliated-entity roles within Nuveen/Churchill complex (e.g., NC SLF Inc.) require continued vigilance; Board uses Co-Investment Committee and policies to mitigate .
- No director equity grants; pay is all cash. FY2025 retainer increase ($100k → $120k) may raise pay inflation optics, though amounts remain modest vs peers and no meeting fees disclosed .
-
Shareholder signaling
- 2025 shareholder vote to authorize share issuance below NAV did not pass (For: 20.31M; Against: 8.03M); signals investor discipline on dilution—indirectly underscores the importance of independent oversight led by committee chairs including Mr. Kirchheimer .