Kenneth Kencel
About Kenneth Kencel
Kenneth Kencel, 66, is Chief Executive Officer, President, and Chairman of the Board of Nuveen Churchill Direct Lending Corp. (NCDL), roles he has held since December 2019; he is also President and CEO of Churchill Asset Management (since 2015) and serves as an “interested person” under the 1940 Act due to his officer roles at the Company and Churchill . He co-founded Churchill and has led private credit platforms across market cycles; Churchill and predecessor entities have approved over 875 senior loans since 2006, underscoring a long-running private credit execution track record . Kencel holds a B.S. in Business Administration, magna cum laude, from Georgetown University, and a J.D. from Northwestern University Pritzker School of Law . He is a Class III director with a current term expiring in 2026 and concurrently chairs the boards of affiliated vehicles NC SLF Inc. and Nuveen Churchill Private Capital Income Fund .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Carlyle Group | Managing Director; President and Director of TCG BDC, Inc. | MD: not specified; TCG BDC: May 2014–Apr 2015 | Led publicly traded BDC operations within Carlyle; BDC governance exposure . |
| Churchill Financial Group | Founder, President & CEO | not specified | Built middle market private credit platform ultimately part of Churchill . |
| Royal Bank of Canada | Head of Leveraged Finance | not specified | Led leveraged finance, expanding sponsor finance capabilities . |
| Indosuez Capital (Crédit Agricole) | Head of Indosuez Capital | not specified | Ran middle market merchant banking/asset management business . |
| Chase Securities (now JPMorgan) | Early high yield finance team | not specified | Helped found high-yield finance business, expanding credit origination footprint . |
| Drexel Burnham Lambert | M&A Group (career start) | not specified | Foundation in transactions and capital markets . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Archdiocese of New York | Pension Investment Advisory Committee member | not specified | Institutional investment oversight . |
| Canisius High School | Trustee; Chairman, Investment Committee | not specified | Board leadership in endowment oversight . |
| Teach for America (Connecticut) | Advisory Board | not specified | Nonprofit advisory engagement . |
| Georgetown University McDonough School | Former Board of Advisors; Adjunct Professor | not specified | Academic/industry interface . |
Fixed Compensation
NCDL is externally managed; executive officers (including CEO) are employees of affiliates and are not paid salary/bonus by NCDL. The Company reimburses allocable administrative costs but does not pay executive compensation directly.
| Component | Company-paid? | Detail |
|---|---|---|
| Base salary | No | “We do not currently have any employees… Each of our executive officers is an employee of an affiliate… As none of our executive officers currently is compensated by us…” . |
| Target/actual bonus | No | No executive cash bonus paid by NCDL; compensation at affiliates . |
| Director fees (Kencel) | No | “No compensation will be paid to our interested director.” . |
Performance Compensation
While NCDL does not pay the CEO, Kencel’s economic alignment can flow through his financial interest in the Advisers; certain Investment Committee members (including Kencel) are entitled to a portion of Adviser profits, which are driven by advisory fees (management and incentive) earned from NCDL and affiliates.
| Mechanism | Metric/terms | Payout economics | Notes |
|---|---|---|---|
| Adviser incentive fee on income | Based on pre-incentive fee net investment income over Trailing Twelve Quarters; 6% annual hurdle (1.50% per quarter), 100% catch-up from 1.50% to 1.7647% quarterly, then 15% above 1.7647% | Subject to “Incentive Fee Cap” equal to difference between 15% of cumulative pre-incentive fee net return and incentives previously paid over the first eleven quarters in T-12 window . | Fee waived for first five quarters post-IPO (Q1 2024–Q1 2025) . |
| Adviser incentive fee on capital gains | Based on cumulative realized gains/losses from the quarter of the IPO onward | Payable per Advisory Agreement after waiver period . | Waived for first five quarters post-IPO . |
| Management fee (drives Adviser profits) | 0.75% of average total assets (ex-cash) for first five quarters post-IPO; steps to 1.00% thereafter | Adviser retains 32.5% and pays balance to Churchill under sub-advisory agreement . | Commenced at IPO; step-up after Q1 2025 . |
| Portfolio manager profit interest | Certain Investment Committee members (including Kencel) have financial interests in the Advisers, entitling them to a portion of profits earned by the Advisers | Links executive economics to fee-bearing AUM and performance fee outcomes . | Shows performance and AUM-driven alignment . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 66,824 shares; less than 1% of outstanding (51,217,252 shares as of record date) . |
| Ownership form | All indirect: 26,824 shares via joint account (shared voting/dispositive); 20,000 via a trust; 20,000 via a trust where spouse holds sole voting/dispositive power . |
| Dollar range | “Over $100,000” (based on $16.98 NYSE price at record date) . |
| Hedging/pledging | Hedging, short selling, and options on NCDL shares are prohibited; holding shares in margin accounts or pledging as collateral is prohibited absent prior written consent of the Chief Compliance Officer . |
| Ownership guidelines | Not disclosed in the proxy . |
Employment Terms
- Executive employment: NCDL has no employees; executives (including CEO) are employed by affiliates; NCDL reimburses allocable admin costs and certain expenses but does not have CEO employment agreements disclosed at the Company level .
- Severance / Change-in-control: No CEO-specific severance or CoC provisions are disclosed at NCDL, consistent with externally managed structure .
- Advisory Agreement term/renewal: Initial two-year term effective January 29, 2024; Board (including a majority of Independent Directors) renewed the Advisory Agreement on October 29, 2024 for one year commencing December 1, 2024, aligning annual consideration with other approvals (continues until Dec 1, 2025) .
- Clawback / Non-compete / Non-solicit: Not disclosed at NCDL level; the Company maintains a Code of Business Conduct and Ethics and insider trading policies administered by the CCO .
Board Governance
- Roles and independence: Kencel is Chairman and CEO and therefore an “interested person” under the 1940 Act; to mitigate conflicts, the Board designated a Lead Independent Director (Stephen Potter, appointed July 31, 2024), and all standing committees (Audit, Nominating, Compensation, Co-Investment) are comprised solely of Independent Directors .
- Committee leadership: Audit Committee chair James Ritchie; Compensation and Nominating Committees chaired by David Kirchheimer; Co-Investment Committee chaired by Stephen Potter .
- Meetings/attendance: The Board met five times in 2024, and each incumbent director attended at least 75% of Board and committee meetings held during their service .
- Director compensation: Interested director (Kencel) receives no director fees; independent director annual retainer increased to $120,000 in 2025; Audit chair additional $12,000; Lead Independent Director additional $12,000 .
- Legal proceedings: No legal proceedings of the type described in Item 401(f) in past 10 years against directors/officers .
Performance Compensation (Detailed Metrics Table)
| Metric | Weighting/Structure | Target/Threshold | Actual/Payout Basis | Vesting |
|---|---|---|---|---|
| Pre-incentive fee Net Investment Income (Adviser incentive on income) | Hurdle + catch-up + 15% split | 1.50% per quarter hurdle (6% annual); 100% catch-up to 1.7647% per quarter; 15% above 1.7647% | Based on Trailing Twelve Quarters; subject to Incentive Fee Cap formula . | Payable quarterly in arrears after waiver period . |
| Capital gains incentive (Adviser) | Cumulative realized gains/losses since IPO quarter | N/A | Paid per cumulative realized performance after waiver . | N/A. |
| Portfolio manager profit-interest linkage | N/A | N/A | Certain Investment Committee members share in Adviser profits (includes NCDL advisory fees) . | N/A. |
Board Service and Committee Roles for Kencel
- Board service history: Class III Director since 2019; term expires in 2026; concurrently CEO, President, and Chairman .
- Committee roles: Board committees (Audit, Nominating, Compensation, Co-Investment) are Independent-Director-only; Kencel does not serve on these committees .
- Dual-role implications: The Board acknowledges potential conflicts with a non-Independent Chairman but points to mitigants: Lead Independent Director; executive sessions of Independent Directors; independent committee structure; regular CCO reporting .
Investment Committee Responsibilities (Adviser-Level)
- NCDL’s Investment Committee (distinct from Board committees) requires unanimous approval for investment decisions; members include Kenneth Kencel, Jason Strife, Mathew Linett, and Randy Schwimmer; Kencel also sits on broader Churchill investment committees (Senior Loan and PE/Junior Capital) .
- As portfolio managers, they also oversee other accounts and vehicles; economics for certain members are tied to Adviser profits, aligning incentives to AUM/fee generation and performance outcomes .
Investment Implications
- Pay-for-performance alignment: While NCDL does not pay the CEO, Kencel’s economics are tied to advisory fee profits driven by NCDL’s pre-incentive fee net investment income and realized capital gains; this can align incentives with sustainable NII generation but may also encourage AUM and leverage growth subject to the Trailing Twelve Quarters cap design .
- Equity alignment: Direct beneficial ownership is “Over $100,000” and less than 1% of outstanding shares (66,824 shares), all indirectly held (including a spouse-controlled trust), providing some skin-in-the-game but limited percentage ownership relative to float .
- Selling/pledging pressure: The insider trading policy bans hedging and shorting and restricts pledging without prior CCO consent, reducing risk of forced selling or misaligned hedging behavior .
- Governance risk mitigants: Dual role as Chairman/CEO is offset by a Lead Independent Director, all-independent board committees, frequent executive sessions, and active CCO oversight/reporting; Board and committee attendance exceeded the 75% threshold .
- Contract durability: The Advisory Agreement’s renewal (through December 1, 2025) and clear fee mechanics provide visibility into the external manager relationship, with fee waivers having supported initial public phase and now stepping to normalized rates .
- Legal and reputational risk: No disclosed legal proceedings against directors/officers; standard Code of Conduct and insider trading policies in place .
Note: Items such as CEO-specific salary/bonus, RSU/PSU grants, option awards, vesting schedules, severance/change-in-control terms, ownership guidelines, clawbacks, and say-on-pay are not disclosed at the NCDL level due to its externally managed structure .