Shai Vichness
About Shai Vichness
Shai Vichness, age 42, is Chief Financial Officer (CFO) and Treasurer of Nuveen Churchill Direct Lending Corp. (NCDL); he has served as an officer since 2019. He also serves as Senior Managing Director and CFO of Churchill, and as CFO/Treasurer of NC SLF Inc. and Nuveen Churchill Private Capital Income Fund; he joined Nuveen in 2005, is a CFA charterholder, and holds a B.B.A. from Baruch College (CUNY) . As CFO, he signs SOX 302 certifications attesting to disclosure controls and internal control over financial reporting (e.g., FY2021, FY2022, FY2023, FY2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nuveen | Managing Director; Head of Senior Leveraged Lending | 2005–2015 (joined 2005; “previously” Head) | Initiated Nuveen’s middle market senior loans program; groundwork for Churchill launch . |
| Churchill | Member, Investment Committee; senior management | 2015–present | Active in firm management; developed infrastructure/operations since launch in 2015 . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Churchill Asset Management | Senior Managing Director and Chief Financial Officer | 2015–present | Concurrent with NCDL CFO role. |
| NC SLF Inc. | Chief Financial Officer and Treasurer | Since 2019 | Affiliate closed-end fund. |
| Nuveen Churchill Private Capital Income Fund | Chief Financial Officer and Treasurer | Since 2019 | Affiliate BDC. |
Fixed Compensation
NCDL does not compensate executive officers; they are employees of affiliates (Adviser/Administrator/Churchill). The company reimburses its Administrator for an allocable portion of expenses, including the cost of the CFO and his staff; no salary/bonus/equity is paid by NCDL to executive officers . The Compensation Committee notes that, as none of the executive officers is compensated by NCDL, it will not produce/review an executive compensation report .
Performance Compensation
No company-paid incentive compensation applies to NCDL executive officers; there are no NCDL RSU/PSU/option grants, targets, or payout schedules disclosed for Shai Vichness .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 18,675 shares; “Less than 1%” of class . |
| Direct vs. Indirect | 13,675 shares held directly; 5,000 shares held indirectly through a trust where spouse retains sole voting/dispositive power . |
| Shares Outstanding (Record Date) | 51,217,252 shares . |
| Hedging/Pledging Policy | Hedging/short selling/derivatives prohibited for executives/directors and Adviser personnel; pledging/margin requires prior written consent of the Chief Compliance Officer . |
| Pledging by Vichness | No pledging footnote is disclosed for Vichness in ownership tables . |
| Ownership Guidelines | Not disclosed for executive officers; table provides beneficial ownership ranges/amounts . |
Employment Terms
- Officer since: 2019 (CFO and Treasurer) .
- Election/term: Executive officers hold office until a successor is elected/qualified or earlier resignation/removal .
- Employment agreements: Not disclosed with NCDL; executives are employees of affiliates (no NCDL employment contracts) .
- Severance/change-of-control: Not disclosed for NCDL executive officers (no company-paid executive compensation program) .
- Clawbacks/gross-ups: Not disclosed for executive officers in NCDL proxy; hedging/pledging prohibitions are explicit .
- Non-compete/solicit/garden leave: Not disclosed.
Performance & Track Record
- CFO tenure and SOX oversight: Vichness executed SOX 302 certifications for FY2021, FY2022, FY2023, and FY2024, supporting disclosure and internal control rigor during his tenure .
- Strategic impact: Initiated Nuveen’s middle market senior loans program; key figure in launching Churchill in 2015; continuous investment committee and operational leadership roles .
Board Governance (context)
- Vichness is an executive officer, not a director; board committees are composed of Independent Directors (Audit, Nominating, Compensation, Co-Investment) . The Lead Independent Director role was established (Stephen Potter as of July 31, 2024) .
Compensation Committee & Oversight
- Compensation Committee established post-IPO; comprised solely of Independent Directors (chair: David Kirchheimer). Since executives are not compensated by NCDL, Committee does not issue an executive compensation report .
Risk Indicators & Red Flags
- Hedging/derivatives/shorting prohibited; pledging requires CCO consent . In prior disclosure, CEO Kencel had pledged his shares in a margin loan, with Adviser consent—no similar note for Vichness .
- No legal proceedings against directors/officers reported in the proxy .
- Insider trading policies documented; named proxies include Vichness for annual meeting administration .
Equity Ownership Detail (Quantitative)
| Metric | Value |
|---|---|
| Shares owned (total) | 18,675 |
| Direct ownership | 13,675 |
| Indirect ownership | 5,000 (spouse retains sole voting/dispositive power) |
| Percent of class | Less than 1% |
| Shares outstanding (record date) | 51,217,252 |
Expertise & Qualifications
- Education: B.B.A., Baruch College (CUNY); CFA charterholder .
- Technical/industry: Private debt markets; workout/restructuring experience; investment committee leadership .
- Tenure: Officer since 2019; age 42 as of latest proxy .
Investment Implications
- Pay-for-performance alignment: NCDL does not pay its executive officers; compensation for Vichness occurs at affiliates, while NCDL reimburses allocable CFO expenses—reducing direct equity incentive/vesting pressure or insider selling tied to company-granted awards .
- Ownership alignment: Modest direct/indirect ownership (18,675 shares, <1% of class) limits “skin-in-the-game” alignment at the NCDL entity level; no disclosed pledging by Vichness; hedging/pledging is tightly controlled by policy .
- Retention risk: Role is structurally linked to Churchill/Nuveen; long tenure and multiple concurrent CFO roles suggest stability, but employment/compensation dynamics reside with affiliates rather than NCDL—monitor affiliate disclosures for changes .
- Governance/controls: Repeated SOX 302 certifications and audit committee structures indicate emphasis on internal controls, valuation oversight, and risk management—constructive for execution quality in a BDC structure .