James Ritchie
About James Ritchie
Independent director of Nuveen Churchill Direct Lending Corp. (NCDL); age 70; serving since December 2019 (Class II; term expiring at 2025 annual meeting; nominee for re-election to 2028). He is a seasoned financial services executive, former CFO, and audit chair across multiple insurers and asset managers; MBA (Rutgers) and AB in economics (Rutgers); member of NACD and AICPA. The Board has determined he is not an “interested person” under the 1940 Act. Beneficial ownership: 64,302 shares, held indirectly via a joint account, dollar range “Over $100,000.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brightsphere Investment Group plc | Chairman of the Board | 2007–2018 | Previously chaired Audit Committee |
| F&G Life Insurance Company | Chairman of the Board | 2007–2018 | Previously chaired Audit Committee |
| Quanta Capital Holdings, Ltd. | Chairman of the Board | 2007–2018 | Previously chaired Audit Committee |
| KMG America Corporation | Audit Committee Chair | N/A | Chaired audit oversight |
| Ceres Group, Inc. | Audit Committee Chair | N/A | Chaired audit oversight |
| Lloyds Syndicate 4000 | Audit Committee Chair | N/A | Chaired audit oversight |
| Old Mutual Bermuda | Audit Committee Chair | N/A | Chaired audit oversight |
| White Mountains Insurance Group, Ltd. | Chief Financial Officer | 2001–2003 | Corporate finance, public company CFO |
| Cigna Corporation | Senior management positions | N/A | Insurance operating leadership |
| Price Waterhouse (PwC) | Senior management | N/A | Accounting leadership; AICPA member |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Kinsale Capital Group, Inc. | Director | N/A | Public company director (specialty insurance) |
| NC SLF Inc. | Director | Mar 2021 | Affiliated closed-end fund |
| Nuveen Churchill Private Capital Income Fund (PCAP) | Director | Mar 2022 | Affiliated BDC |
| Nuveen Churchill Private Credit Fund | Trustee (prior) | N/A | Prior fund trustee |
Board Governance
- Independence and tenure: The Board determined Ritchie is independent (not an “interested person”); Class II director since 2019; nominee to 2028.
- Committee leadership: Chair of the Audit Committee; Audit Committee members are all independent; Ritchie designated an “audit committee financial expert.”
- Committee memberships: Serves on the Audit, Nominating, Compensation, and Co-Investment Committees (all independent-only).
- Committee activity in 2024: Audit (9 meetings), Nominating (2), Compensation (2), Co-Investment (4).
- Board attendance: Board met five times in 2024; each incumbent director attended at least 75% of Board and relevant committee meetings.
- Board leadership: Chairman is an “interested” director (CEO Kenneth Kencel); Lead Independent Director role established—Stephen Potter appointed July 31, 2024—to chair executive sessions and coordinate independent director agenda.
Fixed Compensation
| Period | Annual Board Retainer (Cash) | Audit Chair Fee (Cash) | Lead Independent Director Fee (Cash) | Total Cash (James Ritchie) |
|---|---|---|---|---|
| FY 2024 (actual) | $100,000 | $10,000 | N/A | $110,000 |
| FY 2025 (rates effective Jan 1, 2025) | $120,000 | $12,000 | $12,000 (for LID; not applicable to Ritchie unless appointed) | N/A (rate schedule only) |
The company reimburses reasonable out-of-pocket meeting expenses; no compensation paid to interested director(s).
Performance Compensation
| Component | Metric(s) | Terms | Notes |
|---|---|---|---|
| Director equity/bonus | None disclosed | N/A | Independent directors are paid cash retainers/fees; no director equity grants or performance-linked director pay disclosed. |
Executive officers are not compensated by NCDL; compensation exists at the external Adviser/affiliates (management/incentive fees) and is overseen by the Board and committees, not applicable to director pay.
Other Directorships & Interlocks
| Entity | Relationship Nature | Potential Interlock/Conflict Vector |
|---|---|---|
| NC SLF Inc.; PCAP | Fund complex affiliates where Ritchie is also director | Shared governance across affiliated vehicles; co-investment oversight via Independent-only committees and SEC exemptive orders. |
| Kinsale Capital Group, Inc. | Unrelated public insurer board | External industry insights; no related-party transactions disclosed at NCDL. |
Expertise & Qualifications
- Financial/accounting leadership as public company CFO; extensive audit chair experience in insurance and asset management; designated “audit committee financial expert.”
- MBA (Rutgers Graduate School of Business Administration); AB in economics with honors (Rutgers College); NACD and AICPA memberships.
- Depth across risk oversight, valuation, complex transactions, and compliance with investment company regulations.
Equity Ownership
| As of Record Date (Mar 31, 2025) | Value |
|---|---|
| Shares beneficially owned | 64,302; held via joint account (shared voting/dispositive power) |
| Shares outstanding | 51,217,252 |
| Ownership % of shares outstanding | 0.125% (computed from 64,302 ÷ 51,217,252) |
| Dollar range of holdings | Over $100,000 (based on $16.98 NYSE price at Record Date) |
| Hedging/pledging | Hedging, short selling, and options prohibited; pledging requires prior written consent of CCO. |
Governance Assessment
- Strengths: Independent audit chair and “financial expert” designation; active committee cadence (Audit 9x in 2024) indicating robust oversight; establishment of Lead Independent Director to counterbalance an “interested” Board chair; regular executive sessions and independent-only committees; strong insider trading and hedging/pledging prohibitions.
- Alignment: Ritchie holds a meaningful personal stake (Over $100,000) and 64,302 shares; director pay is cash-only without equity grants, placing alignment primarily through voluntary share ownership rather than structured director equity.
- Conflicts oversight: NCDL is externally managed with management/incentive fee structures at the Adviser; extensive affiliated co-investment and agency arrangements with Churchill/Nuveen/TIAA can create conflicts. Independent-only Co-Investment Committee and SEC exemptive orders impose procedures and “required majority” findings to mitigate overreach; policies on allocation and information barriers are disclosed.
- Attendance/engagement: Board met five times; all incumbents ≥75% attendance; committees met regularly, suggesting active engagement by independent directors including Ritchie.
- RED FLAGS: Externally managed BDC fee structure and affiliated co-investments/arrangements present inherent conflict risk; however, formal oversight mechanisms (independent committees, exemptive order conditions, valuation oversight under Rule 2a-5, compliance reporting) are in place. No related-party transactions or compensation committee interlocks involving Ritchie disclosed.