Stephen Potter
About Stephen Potter
Stephen Potter, 68, is an Independent Director of Nuveen Churchill Direct Lending Corp. (NCDL), serving since December 2019, and is a Class III director with a term expiring in 2026 . He was appointed Lead Independent Director on July 31, 2024, with duties including chairing independent director executive sessions, liaising with the Chair and management, and reviewing agendas . Potter holds an A.B. in Economics and History from Duke University and an M.B.A. in Finance and Marketing from Northwestern University . He brings deep asset management leadership experience from Northern Trust, focused on business strategy and risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Asset Management (NTAM) | President | 2008–2017 | Led a large global asset manager; engaged with board and regulators on strategy, risk, and talent |
| Northern Trust Investments | CEO | 2008–2017 | Oversaw registered investment adviser operations |
| Northern Trust Global Services, Ltd. | CEO | 2001–2008 | Led all non-U.S. business activities for Northern Trust |
| Nuveen Churchill Private Capital Income Fund | Director | Since Mar 2022 | Governance oversight within fund complex |
| Nuveen Churchill Private Credit Fund | Trustee (prior) | Not specified (prior service) | Prior governance role within related fund complex |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Miami Corporation | Board Member | Current | Corporate board service |
| Rush University Medical Center | Board Member | Current | Healthcare governance |
| Rush System for Health | Board Member | Current | Health system governance |
| Walter Scott & Partners (Edinburgh) | Board Member | Current | Asset management board service |
| British American Business Council | Board Member | Current | International business council |
| Solti Foundation | Board Member | Current | Non-profit governance |
| American School in London US Foundation | Board Member | Current | Education foundation |
| Japan America Society of Chicago | Chairman | Current | Chair role; cultural/business organization |
| Duke University Trinity College | Board (prior) | 2017–2024 | Academic governance (prior) |
| RAND Corporation Social & Economic Advisory Board | Advisory Board (prior) | 2021–2024 | Policy advisory (prior) |
Board Governance
- Independence: The Board determined Potter qualifies as an Independent Director under the 1940 Act, Exchange Act, and NYSE standards; membership on Audit, Nominating, Compensation, and Co‑Investment Committees is restricted to Independent Directors .
- Lead Independent Director: Appointed July 31, 2024; responsibilities include chairing executive sessions, serving as liaison among independent directors, management, and counsel, and reviewing/Commenting on agendas .
- Attendance: The Board met five times in FY 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings; a majority attended the 2024 annual meeting .
- Committee structure and membership (FY 2024 activity counts shown):
- Audit Committee: Member; nine meetings; chair is James Ritchie; audit committee financial experts are Dr. Aggarwal, Mr. Kirchheimer, and Mr. Ritchie (Potter not designated) .
- Nominating & Corporate Governance Committee: Member; two meetings; chair is David Kirchheimer .
- Compensation Committee: Member; two meetings; chair is David Kirchheimer; all members are independent; no interlocks or Item 404 relationships; no executive officer cross‑service interlocks .
- Co‑Investment Committee: Chair; four meetings; comprised solely of Independent Directors .
- Auditor oversight: PricewaterhouseCoopers LLP appointed for FY 2025; total fees were $1,283,065 for FY 2024 vs. $1,079,080 for FY 2023, with audit fees of $975,000 (2024) and $784,955 (2023) .
Fixed Compensation
| Component | FY 2024 | FY 2025 Structure |
|---|---|---|
| Board annual cash retainer | $100,000 (Independent Directors) | $120,000 (Independent Directors, effective Jan 1, 2025) |
| Audit Committee chair fee | $10,000 (chair only; Potter not chair) | $12,000 (chair only; Potter not chair) |
| Lead Independent Director fee | Not applicable in FY 2024 | $12,000 annually for Lead Independent Director (Potter) |
| Fees earned (Stephen Potter) | $100,000 total compensation (cash) | Structure indicates retainer plus LID fee; actual paid amounts not yet disclosed |
| Expense reimbursement | Reasonable out‑of‑pocket expenses reimbursed | Policy continues |
Performance Compensation
| Performance‑Linked Element | Disclosure |
|---|---|
| Equity grants (RSUs/PSUs), options | No equity or option awards disclosed for Independent Directors; compensation is cash retainers and fees |
| Performance metrics tied to director pay | None disclosed; Compensation Committee formed post‑IPO oversees director pay structure; independent directors receive fixed retainers/fees |
| Meeting fees | Not disclosed; compensation table shows only retainers/fees |
Other Directorships & Interlocks
- Current public company/BDC boards: Nuveen Churchill Private Capital Income Fund (director since March 2022) .
- Fund complex oversight: Oversees two companies in the fund complex (Company, NC SLF Inc., and NCPIF context) .
- Compensation Committee interlocks: None; no member (including Potter) is a current/former Company officer, no Item 404 relationships, and no executive officer cross‑service interlocks at other entities .
Expertise & Qualifications
- Core credentials: Former President of NTAM and CEO roles at Northern Trust entities; extensive experience engaging boards and regulators on strategy, risk management, and talent development .
- Education: A.B. (Duke University), M.B.A. (Northwestern University) .
- Audit committee financial expert: Not designated as an “audit committee financial expert” (designation held by Aggarwal, Kirchheimer, and Ritchie) .
- Board skill contribution: Board cites Potter’s management experience in strategy and risk management as valuable .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Class | Nature of Ownership | Dollar Range |
|---|---|---|---|---|
| Stephen Potter | 26,824 | Less than 1% (based on 51,217,252 shares outstanding) | All held indirectly through a trust; sole voting and dispositive power retained | Over $100,000 (at $16.98/share record date price) |
- Pledging/hedging: No pledging or hedging disclosures identified for Potter in the proxy .
- Ownership guidelines: No director stock ownership guideline disclosure identified in the proxy .
Governance Assessment
- Positive signals:
- Lead Independent Director appointment and robust LID duties indicate strong independent oversight within a leadership structure that includes an “interested” Chair; independent executive sessions and committee composition further mitigate conflicts .
- Chair of Co‑Investment Committee and membership across all key committees (Audit, Nominating, Compensation) enhances board effectiveness and deal oversight; clear committee activity levels support engagement .
- Attendance threshold met (≥75% of Board/committee meetings in FY 2024), supporting engagement .
- Auditor independence and comprehensive pre‑approval policy; audit fees disclosed transparently, supporting financial reporting oversight .
- Alignment & pay structure:
- Cash‑only director compensation with disclosed retainers and LID fee; Potter personally holds 26,824 shares with “Over $100,000” dollar range, providing tangible alignment despite absence of equity awards in director pay .
- Conflict checks and interlocks:
- Compensation Committee disclosures affirm no interlocks and no Item 404 relationships among members, reducing potential conflicts; Potter’s independence affirmed annually by questionnaire process .
- Watch items:
- The Chair is an “interested person,” which the Board acknowledges as a potential conflict; mitigants include a designated Lead Independent Director (Potter), independent committee structures, and independent executive sessions .
RED FLAGS: None specifically disclosed for Potter (no related‑party transactions, pledging, or interlocks requiring Item 404 disclosure) .