Tarun Jotwani
About Tarun Jotwani
Tarun Jotwani (born 1960) is an Independent Director at Pearl Diver Credit Company Inc. (PDCC), serving since May 2024 with his Class III term expiring at the 2026 annual meeting . He chairs the Governance and Nominating Committee and sits on the Audit Committee; he meets NYSE independence standards applicable to closed-end investment companies and Rule 10A‑3 . Jotwani is a founding partner of Naviter Capital LLP (private debt via fintech platforms) and Sigma Lending LLP; previously he held senior leadership roles at Nomura, Lehman and Morgan Stanley, and was a DCI Fellow at Stanford; he holds a degree from Delhi University and an MBA from Pace University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nomura | Senior leadership; Global Head of Fixed Income & Equities; CEO EMEA and India | Part of 28‑year investment banking career (pre‑2013) | Global markets leadership across geographies |
| Lehman Brothers | Senior leadership | Part of 28‑year investment banking career (pre‑2013) | Fixed income and equities leadership |
| Morgan Stanley | Senior leadership | Part of 28‑year investment banking career (pre‑2013) | Global investment banking leadership |
| Stanford University | DCI Fellow | Former | Academic leadership fellowship |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Naviter Capital LLP | Founding Partner; Director | 2013–present | Private debt via fintech platforms |
| Sigma Lending LLP/LTD | Founding Partner; Director | 2023–present | Direct lending |
| Dasra Global Council | Chairman | Current | NGO leadership |
Board Governance
- Class III Director; service since May 2024; term expires at the 2026 annual meeting .
- Independent Director under NYSE and Rule 10A‑3; Board has 4 Independent Directors of 5 total .
- Committee assignments: Audit Committee (member); Governance & Nominating Committee (Chair) .
- Board/class structure: staggered, three-year terms; Classes I–III .
- Attendance: In FY2024, the Board met five times; Audit Committee met once; Governance & Nominating met once; each Director attended at least 75% of meetings of the Board and committees on which they served .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Annual cash retainer (Independent Directors) | $100,000 | Policy disclosure; plus reimbursement of reasonable out-of-pocket expenses |
| Governance & Nominating Committee Chair fee | $5,000 | Annual; Jotwani is the Chair |
| Audit Committee Chair fee | $10,000 | Not applicable to Jotwani (Mellish is Chair) |
| Aggregate compensation (Tarun Jotwani) | $47,825 | FY2024 paid by the Company |
| Pension/retirement | None | Company does not maintain a pension plan for Directors |
Performance Compensation
| Metric/Instrument | Disclosure | Notes |
|---|---|---|
| Equity grants (RSUs/PSUs/Options) | Not disclosed | Director pay consists of cash fees; proxy does not present equity awards for Directors |
| Performance bonus | Not applicable | No bonus program disclosed for Directors |
| Performance metrics (e.g., EBITDA, TSR) | Not applicable | No performance-linked director compensation disclosed |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Public Company? |
|---|---|---|---|
| Naviter Capital LLP | Investment firm | Director | No (not registered under Exchange Act/1940 Act per proxy context) |
| Sigma Lending LTD/LLP | Lending | Director | No (not registered under Exchange Act/1940 Act per proxy context) |
Other than the roles disclosed above, none of the Directors (including Jotwani) served in the last five years on boards of companies registered under Section 12 of the Exchange Act or the 1940 Act (i.e., no other public company boards), which limits public-company interlocks and potential conflicts .
Expertise & Qualifications
- Founding partner in private debt and direct lending platforms; governance leadership as Chair of Governance & Nominating Committee .
- 28‑year global investment banking career with senior roles across EMEA, India, and global FICC/equities—provides capital markets, risk, and cross-border expertise .
- Audit Committee member; the charter requires members to be financially literate (with at least one having accounting/financial management expertise) .
Equity Ownership
| Holder | Dollar Range of Equity Securities in PDCC | Notes |
|---|---|---|
| Tarun Jotwani | Over $100,000 | Dollar range per record date; reflects intended ownership in connection with the offering |
| Officers and Directors as a group | Less than 1% of common stock | Aggregate ownership guidance; individual % for Jotwani not disclosed |
- Pledging/hedging: No pledging/hedging policy or pledges by Jotwani are disclosed in the DEF 14A; no director-related Item 404 transactions involving Jotwani are identified .
Governance Assessment
- Strengths: Independent status; chairing Governance & Nominating; Audit Committee membership; ≥75% attendance in inaugural fiscal year; diversified global finance background—supports board effectiveness and risk oversight .
- Alignment: “Over $100,000” ownership indicates meaningful stake, though director pay is cash-focused (no equity grants disclosed); group shareholding is <1%, limiting insider control; however, large external holders (Isthmus Capital 62.7%, UWF 21.4%) represent control dynamics for elections, independent of Jotwani .
- Conflicts/Related parties: Jotwani’s lending affiliations are external; no disclosed PDCC related‑party transactions involving him; none of the Independent Directors or their immediate family members own securities of the Adviser or its affiliates, supporting independence .
- Red flags: No equity-based director pay (reduces long-term alignment vs. equity), but typical for closed-end funds; no disclosures of option repricing, tax gross-ups, or legal proceedings involving Jotwani in DEF 14A .
- Say-on-Pay: Not presented; 2025 proxy focuses on director elections; no Item 5.07 results in the materials listed—no shareholder vote feedback on pay for directors .