John Everets
About John Everets
Independent Class I Director of Pearl Diver Credit Company Inc. since May 2024; term expires at the 2027 annual meeting. Year of birth: 1946. Background: Partner at Arcturus Capital; former Chairman/CEO roles across banking and specialty finance with a track record in recapitalizations and strategic transactions. Committee memberships: Audit Committee and Governance & Nominating Committee; qualifies as an Independent Director under the 1940 Act, SEC Rule 10A‑3, and NYSE governance standards for closed-end funds .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of Maine | Lead investor, Chairman & CEO | 2010–2015 | Led recapitalization; combined with Camden National Bank to form largest bank in northern New England |
| Yorkshire Capital | Chairman | Not disclosed | Not disclosed |
| GE HPSC, Inc. | Chairman & CEO | Pre-2004 | Company acquired by General Electric in 2004 |
| Advest, Inc. | Executive roles | Not disclosed | Not disclosed |
| Financial Security Assurance | Director | Not disclosed | Not disclosed |
| Advest Group Inc. | Director | Not disclosed | Not disclosed |
| Martin Currie Business Trust | Director | Not disclosed | Not disclosed |
| Boston Athenaeum | Trustee (former) | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medallion Bank | Director | 2019–present | Not disclosed |
| Medallion Financial | Director | 2017–present | Not disclosed |
| The Eastern Company | Director | 1993–present | Not disclosed |
| Newman’s Own Foundation | Director; Chair, Finance Committee | Not disclosed | Chairs Finance Committee |
| Westminster Kennel Club | Director | Not disclosed | Not disclosed |
Board Governance
- Board composition: 5 directors; 4 Independent Directors (Everets, Jotwani, Mellish, Wilder) and 1 interested director (Indranil Basu, CEO and Chairperson) .
- Committee assignments: Everets serves on Audit Committee and Governance & Nominating Committee; Audit chaired by Martin Mellish; Governance & Nominating chaired by Tarun Jotwani .
- Meetings and attendance (FY 2024): Board met 5 times; Audit Committee met once; Governance & Nominating met once; each Director attended at least 75% of applicable meetings .
- Independence: Everets qualifies under the 1940 Act, SEC Rule 10A‑3, and NYSE closed-end fund standards .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Directors) | $100,000 | Cash; plus reasonable out-of-pocket expenses |
| Audit Committee Chair fee | $10,000 | Chair only (Mellish) |
| Governance & Nominating Chair fee | $5,000 | Chair only (Jotwani) |
| Meeting fees | Not disclosed | No meeting fees disclosed |
| D&O insurance | Provided | Directors’ and officers’ liability insurance |
| 2024 aggregate compensation – John Everets | $45,548 | Pro‑rated in inaugural year |
| Pension/retirement plan | None | Company does not maintain a pension plan for Directors |
Performance Compensation
- No equity grants (RSUs/PSUs) or stock options for directors disclosed in the proxy; compensation is presented as cash retainers and chair fees only .
- No performance-tied metrics (e.g., TSR, revenue, EBITDA) disclosed for director compensation .
| Metric | Structure / Target | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs) | None disclosed | No grants or vesting schedules disclosed |
| Stock options | None disclosed | No strikes/expirations disclosed |
| Performance metrics tied to director pay | None disclosed | No TSR/financial/ESG metrics disclosed |
| Clawbacks | Not disclosed | No policy specified |
| Severance / change‑of‑control | Not disclosed | No director severance/CoC terms disclosed |
| Pension/SERP | None | No pension plan for Directors |
Other Directorships & Interlocks
| Company | Type | Role | Tenure |
|---|---|---|---|
| Medallion Bank | Financial services (bank) | Director | 2019–present |
| Medallion Financial | Financial services | Director | 2017–present |
| The Eastern Company | Diversified industrial | Director | 1993–present |
- No related-party transactions involving Everets disclosed; the Company states that, to its knowledge, none of the Independent Directors or their immediate family members owned securities of the Adviser or entities controlling/controlled by the Adviser as of the record date .
Expertise & Qualifications
- Financial oversight: Audit Committee member; audit committee members are “financially literate,” with at least one having accounting/financial management expertise .
- Strategic and banking leadership: CEO/chair roles at Bank of Maine, GE HPSC; executive roles at Advest; extensive governance roles across public and private boards .
Equity Ownership
| Holder | Dollar Range of PDCC Equity Securities | Notes |
|---|---|---|
| John Everets | None | As of the record date (Oct 15, 2025) |
| Officers and Directors (aggregate) | Less than 1% of common stock | Group beneficial ownership <1% |
- Director/Adviser securities: None of the Independent Directors or their immediate family members owned securities of the Adviser or its control affiliates as of the record date .
Governance Assessment
- Strengths: Independent status; dual committee service; documented attendance of ≥75% in 2024; audit committee financial literacy; long-tenured public company board experience (Eastern Company); diversified oversight roles across finance and industry .
- Concerns:
- Ownership alignment: Everets reported “None” for PDCC equity ownership at the record date; officers/directors as a group own <1%—a potential alignment gap for a closed-end fund structure reliant on board oversight (RED FLAG) .
- Compensation mix: Cash-only retainers with no equity or performance-conditioned elements disclosed—limited pay-for-performance linkage for directors .
- Other observations: No director-related party transactions, tax gross‑ups, severance, CoC provisions, or clawbacks disclosed for directors; committee chairs earn modest additional fees (Audit $10k; Governance $5k), with Everets receiving pro‑rated compensation in 2024 .
Net takeaway: Everets brings deep financial governance and turnaround experience with solid committee participation and independence; however, the absence of personal PDCC ownership and lack of performance‑linked director compensation present alignment risks that investors should monitor .