Reena Aggarwal
About Reena Aggarwal
Reena Aggarwal, 67, is an independent director of Nuveen Churchill Direct Lending Corp. (NCDL) and has served on the Board since December 2019; she is the Robert E. McDonough Professor of Finance at Georgetown University and Director of Georgetown’s Psaros Center for Financial Markets and Policy, with prior academic and policy fellowships at FINRA, the U.S. SEC, IMF, and MIT Sloan (Ph.D. University of Maryland; M.M.S. BITS Pilani) . The Board has determined she is not an “interested person” and qualifies as an Independent Director; she is also designated an Audit Committee financial expert, signaling deep financial oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgetown University (McDonough School) | Robert E. McDonough Professor of Finance; Director, Psaros Center | Faculty since 1986; Center Director current | Corporate governance, ESG, capital raising, institutional investors focus |
| Georgetown University | Vice Provost for Faculty | 2016–2020 | Senior academic leadership |
| MIT Sloan School of Management | Visiting Professor of Finance | Not disclosed | Academic contribution to finance |
| FINRA | Academic Fellow | Not disclosed | Market structure, regulation exposure |
| U.S. SEC | Academic Fellow | Not disclosed | Securities regulation exposure |
| International Monetary Fund | Visiting Research Scholar | Not disclosed | Global markets research |
| World Economic Forum | Global Agenda Council on Future of Financing & Capital | Not disclosed | Policy dialogue participation |
| Reserve Bank of India (CAFRAL) | Distinguished Scholar | Not disclosed | Emerging markets and policy |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Cohen & Steers | Board member | Current |
| Dimensional Funds | Board member | Current |
| New York Life Investment Management IndexIQ | Board member | 2008–2021 |
| Brightwood Capital Advisors, LLC | Board member | 2013–2020 |
| REAN Cloud | Board member | 2015–2018 |
Board Governance
- Classification and tenure: Class II director (term expiring at 2025 Annual Meeting; nominated and elected to serve until 2028) .
- Independence: Determined independent under the 1940 Act, Exchange Act, and NYSE standards; only Independent Directors serve on Audit, Nominating, Compensation, and Co-Investment Committees .
- Committee memberships: Audit (Ritchie, Chair), Nominating (Kirchheimer, Chair), Compensation (Kirchheimer, Chair), Co-Investment (Potter, Chair); Aggarwal is a member of all four .
- Committee meeting cadence FY2024: Audit (9), Nominating (2), Compensation (2), Co-Investment (4) .
- Attendance: Board met 5 times FY2024; each incumbent director attended at least 75% of Board and committee meetings, indicating baseline engagement .
- Lead Independent Director: Stephen Potter appointed Lead Independent Director July 31, 2024; independent executive sessions are held regularly .
- Audit committee financial expert: Aggarwal designated “audit committee financial expert” alongside Kirchheimer and Ritchie, strengthening financial oversight .
Fixed Compensation
| Component | FY2023 | FY2024 | Policy Update Effective Jan 1, 2025 |
|---|---|---|---|
| Board annual retainer (Independent Director) | $75,000 | $100,000 (Aggarwal received $100,000 in cash) | Increased to $120,000 |
| Audit Committee Chair fee | $7,500 | $10,000 (paid to Ritchie) | Increased to $12,000 |
| Lead Independent Director fee | N/A | N/A | $12,000 (new fee) |
| Meeting fees | Not disclosed | Not disclosed | Not disclosed |
| Expense reimbursement | Reasonable out-of-pocket expenses reimbursed | Reimbursed | Reimbursed |
Notes:
- No compensation paid to interested directors; compensation applies to Independent Directors only .
Performance Compensation
| Metric/Instrument | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Equity awards (RSUs/PSUs/Options) | Not disclosed | Not disclosed | No director equity grant details disclosed in proxy |
| Performance bonus tied to metrics (e.g., TSR, EBITDA) | Not disclosed | Not disclosed | No performance-linked director pay disclosed |
Other Directorships & Interlocks
| Company | Relationship to NCDL | Potential Interlock/Conflict Consideration |
|---|---|---|
| Cohen & Steers | External board role | No direct customer/supplier linkage to NCDL disclosed |
| Dimensional Funds | External board role | No direct customer/supplier linkage to NCDL disclosed |
| IndexIQ (NYLIM) | Former director | Historic role; no current NCDL linkage disclosed |
| Brightwood Capital Advisors | Former director | Historic role; no current NCDL linkage disclosed |
| REAN Cloud | Former director | Historic role; no current NCDL linkage disclosed |
Company-level conflict context (not Aggarwal-specific): NCDL operates with affiliated advisers (Churchill/Nuveen) and has SEC co-investment orders; allocation and agent roles can present conflicts mitigated via policies, independent committee oversight, and “required majority” approvals for co-investments .
Expertise & Qualifications
- Deep expertise in corporate governance, market structure, ESG, institutional investment behavior, and securities regulation; senior academic leadership experience .
- Audit Committee financial expert designation; enhances credibility on financial reporting, valuation oversight, and auditor independence matters .
- Global policy and regulatory exposure (SEC, IMF, FINRA), supporting robust oversight of regulatory risks pertinent to BDCs .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Ownership Form | Dollar Range |
|---|---|---|---|---|
| Reena Aggarwal | 10,729 | <1% (“*”) | Indirect, through Aggarwal LLC; sole voting and dispositive power | Over $100,000 |
| Shares outstanding (Record Date 3/31/2025) | 51,217,252 | — | — | — |
Policies:
- Prohibitions on hedging, short selling, derivatives, and pledging (unless prior written consent by CCO) help alignment and limit risk signaling .
Governance Assessment
- Strengths: Independent director with audit financial expert designation; membership across key committees; Board uses Lead Independent Director and independent executive sessions; robust committee activity cadence; independent-only membership for key committees aligns with best practice .
- Ownership alignment: Personal beneficial ownership via Aggarwal LLC and “Over $100,000” dollar range support skin-in-the-game, albeit below 1% due to capital structure scale .
- Shareholder sentiment signals: Aggarwal re-elected with 25,743,860 votes For vs 2,813,214 Withheld (high support). Proposal to authorize below-NAV issuance failed—investors showed dilution sensitivity, reinforcing need for prudent capital strategy and oversight .
- Conflicts monitoring: While company-level affiliated adviser structures can introduce conflicts (arranger fees, agency roles, co-investments), mitigants include independent committees, SEC exemptive orders with “required majority” findings, and documented allocation policies—board-level oversight mechanisms are in place .
- Attendance/engagement: Board-level attendance at least 75% in FY2024 for incumbents reflects baseline engagement expectations; multi-committee service indicates active governance participation .
Shareholder Voting Detail (2025 Annual Meeting)
| Item | Votes For | Votes Withheld/Against | Outcome |
|---|---|---|---|
| Election: Reena Aggarwal (Class II, term to 2028) | 25,743,860 | 2,813,214 Withheld | Elected |
| Election: James Ritchie (Class II, term to 2028) | 25,750,097 | 2,806,977 Withheld | Elected |
| Proposal: Authorize issuance below NAV (all shareholders) | 20,311,635 For | 8,031,531 Against; 213,908 Withheld | Failed |
| Proposal: Authorize issuance below NAV (excluding affiliates) | 9,514,843 For | 8,031,531 Against; 213,908 Withheld | Failed |
Committee Summary (FY2024)
| Committee | Chair | Members | Meetings (FY2024) |
|---|---|---|---|
| Audit | James Ritchie | Aggarwal, Kirchheimer, Miranda, Potter, Ritchie | 9 |
| Nominating & Corporate Governance | David Kirchheimer | Aggarwal, Kirchheimer, Miranda, Potter, Ritchie | 2 |
| Compensation | David Kirchheimer | Aggarwal, Kirchheimer, Miranda, Potter, Ritchie | 2 |
| Co-Investment | Stephen Potter | Aggarwal, Kirchheimer, Potter, Ritchie | 4 |
Red Flags and Watch Items
- Company-level affiliated adviser dynamics (fee structures, agent roles, co-investments) can create perceived conflicts; continued rigorous independent committee oversight and transparency are key .
- Below-NAV issuance proposal failed—monitor future capital actions and investor communications to maintain confidence .
Notes on Director Compensation Structure
- Year-over-year shift: Increase in cash retainer from $75,000 (FY2023) to $100,000 (FY2024), then scheduled to $120,000 (2025), while no equity or performance-based director compensation is disclosed, indicating higher guaranteed cash vs. at-risk equity pay .
- Meeting fees not disclosed; expense reimbursements provided .
Appendix: Board Structure and Independence
- Majority independent board; chair is an “interested person” (CEO), mitigated by Lead Independent Director and independent committee architecture .