John McCally
About John McCally
John D. McCally is Vice President and Secretary of Nuveen Churchill Direct Lending Corp. (NCDL), serving since 2019, and General Counsel for Churchill Asset Management after helping establish Churchill with the Churchill Financial founders in 2015 . He has worked in TIAA and Nuveen’s legal departments since 2010 (including as head of legal for Nuveen Leveraged Finance), and previously was an associate at Cadwalader, Wickersham & Taft LLP specializing in derivatives, structured products, and investment management; he holds a B.A. from Duke University and a J.D. from The George Washington University Law School . Age and tenure: age 45 (2025 proxy) and officer since 2019 . NCDL is externally managed; executive officers (including McCally) are employees of affiliates, and the company does not disclose individual executive compensation metrics or payouts (pay-for-performance operates through the adviser fee framework rather than company payroll) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TIAA / Nuveen legal departments | Various roles incl. Head of Legal, Nuveen Leveraged Finance | 2010–present | Led leveraged finance legal function; supported public/private fixed income, derivatives, structured products teams |
| Cadwalader, Wickersham & Taft LLP | Associate (derivatives, structured products, investment management) | Pre-2010 | Specialized legal expertise across complex credit/derivatives, foundational to Churchill’s legal architecture |
| Nuveen Churchill BDC Inc. (predecessor) | Incorporator | 2019 | Filed Articles of Incorporation enabling BDC formation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Churchill Asset Management LLC | General Counsel | Ongoing | Authorized signatory; executes exemptive and joint transaction applications |
| Nuveen Asset Management, LLC | Managing Director | Ongoing | Signature authority for affiliated filings |
| Churchill DLC Advisor LLC | Secretary and Senior Managing Director | Ongoing | Governance and advisory roles across adviser entities |
| Churchill PCIF Advisor LLC | Secretary and Senior Managing Director | Ongoing | Governance and advisory roles across adviser entities |
| Arcmont Asset Management Limited | General Counsel (via power of attorney) | Ongoing | Cross-platform legal coverage |
| Multiple NCDL subsidiaries and affiliated funds (e.g., NCDL CLO entities, SPVs) | Vice President and Secretary / Authorized Signatory | Ongoing | Executes SEC exemptive applications; governance certifications |
Fixed Compensation
- Executive officers (including McCally) are not compensated by NCDL; they are employees of affiliates (Adviser/Administrator/Churchill/Nuveen Asset Management). NCDL reimburses the Administrator for allocable costs (including CFO and staff) and certain expenses under the Advisory Agreement; individual salary/bonus amounts for McCally are not disclosed by NCDL .
- Director compensation is disclosed (cash retainers), but McCally is not a director; therefore no director fees apply to him .
Performance Compensation
NCDL’s pay-for-performance operates through the external Adviser fee structure, aligning economics to net investment income and capital gains. While this is not McCally’s personal compensation disclosure, it is the principal performance lever influencing management incentives across affiliated entities.
| Metric | Target/Hurdle | Formula / Rate | Payout / Retention | Notes |
|---|---|---|---|---|
| Management Fee (first 5 quarters post-IPO, then ongoing) | N/A | 0.75% of Average Total Assets (ex-cash) for first five quarters post-IPO; steps to 1.00% thereafter; payable quarterly in arrears | Adviser retains 32.5%; remainder paid to Churchill under CAM Sub-Advisory Agreement | Externalized economics via Adviser and sub-advisers |
| Incentive Fee on Income (post waiver) | 6% annualized hurdle (1.50% per quarter) over Trailing Twelve Quarters | 15% over 1.7647% with catch-up between 1.50% and 1.7647%; subject to Incentive Fee Cap tied to 15% of cumulative pre-incentive fee net return minus prior fees in TTM | Adviser retains 32.5%; remainder paid to Churchill | Waived for first five quarters post-IPO |
| Capital Gains Incentive Fee (post waiver) | N/A | 15.0% of realized capital gains net of realized losses and aggregate unrealized depreciation, determined annually | Adviser retains 32.5%; remainder to Churchill | Aligns with realized performance over time |
The fee framework prohibits hedging/shorting and pledging of Shares by executive officers/directors/adviser employees, unless the Chief Compliance Officer provides prior written consent, strengthening alignment and reducing hedging-related misalignment .
Equity Ownership & Alignment
| Metric | As-of Record Date (2024) | As-of Record Date (2025) |
|---|---|---|
| Shares beneficially owned (John McCally) | 5,430 | 5,430 |
| Percentage of class outstanding | Less than 1% (*) | Less than 1% (*) |
| Shares outstanding | 54,815,740 | 51,217,252 |
| Hedging/Pledging policy | Hedging, shorting, and derivatives prohibited; pledging/margin accounts prohibited unless CCO consents | Hedging, shorting, and derivatives prohibited; pledging/margin accounts prohibited unless CCO consents |
*Proxy presents officer percentages as “<1%”; no further breakdown into vested/unvested or options is disclosed at the company level .
Employment Terms
- Role: Vice President and Secretary of NCDL (officer since 2019) ; resigned as Chief Compliance Officer effective March 1, 2024; continues as VP and Secretary .
- Executive election/tenure: Officers serve until successors are elected/qualified or resignation/removal .
- Insider trading governance: Robust insider trading policies; prohibitions against hedging/shorting/options trading; pledging/margin accounts require prior written consent from the Chief Compliance Officer .
- Contracts/severance/change-of-control: Not disclosed at the company level, consistent with external management model; executives are employed by affiliates (Adviser/Administrator/Churchill/NAM) .
Performance & Track Record
- Churchill establishment: McCally helped establish Churchill in 2015 and serves as General Counsel, indicating deep involvement in building the platform’s legal and governance infrastructure .
- Legal/governance leadership: Long-standing roles at TIAA/Nuveen since 2010 with leveraged finance leadership and cross-asset class legal coverage (public/private fixed income, derivatives, structured products) .
- Legal proceedings: The proxy notes no legal proceedings of the type described in Item 401(f) against directors, nominees, or officers in the past 10 years and none pending, supporting low litigation risk related to McCally’s role .
Governance & Committees (context for compensation levers)
- Compensation Committee (post-IPO): Comprised entirely of Independent Directors; determines/recommends compensation “if any” for executives and Independent Directors. As NCDL executives are not compensated by the company, the committee does not produce/review a report on executive compensation practices .
- Co-Investment Committee and conflicts oversight: Independent director-led review of co-investments and conflicts under SEC exemptive orders; supports governance integrity around affiliated transactions .
Investment Implications
- Pay-for-performance alignment is primarily through the Adviser’s fee structure (hurdle, catch-up, and capital gains fees), not individual NCDL executive payroll—McCally’s direct cash/equity compensation is not disclosed by NCDL and is determined at affiliate entities; this limits transparency into his personal pay-for-performance link but ties his platform economics to firm performance drivers .
- Equity “skin in the game” is modest at 5,430 shares (<1% of outstanding), with strong anti-hedging/anti-pledging policies reducing misalignment risk from derivative hedging or margin pledges; selling pressure from vesting events appears minimal given lack of disclosed RSU/option awards at NCDL .
- Retention risk is moderated by McCally’s deep multi-entity roles (General Counsel at Churchill; governance roles across adviser and affiliates), but employment terms (non-compete, severance, CoC) are not disclosed at NCDL; investors should monitor affiliate disclosures and Item 5.02 8-Ks for any changes in role or compensatory arrangements .
- Governance/controls are robust (independent committees; insider trading restrictions; no adverse proceedings noted), reducing execution and reputational risks tied to his legal and secretary functions .