Mary Lee Schneider

About Mary Lee Schneider

Independent Class III Trustee of PGIM Private Credit Fund; year of birth 1962 (age 63 in 2025). Joined the Board in September 2022 and oversees 46 portfolios across the PGIM Alternatives/retail fund complex; background includes CEO and CTO roles in publishing, printing, and educational services; current nonprofit engagements at Penn State and Mercy Home for Boys & Girls . She is classified as an Independent Board Member under the 1940 Act and serves on two standing committees, chairing Nominating & Governance .

Past Roles

External Roles

Board Governance

• Independence: Classified as an Independent Board Member (not an “interested person” under Section 2(a)(19) of the 1940 Act) .
• Classification and tenure: Class III Trustee; term designated to expire at the 2026 annual meeting and until successor is qualified .
• Committees:
  • Audit Committee member; committee is fully independent, chaired by Morris L. McNair III; McNair designated “audit committee financial expert”; 8 meetings in 2024 .
  • Nominating and Governance Committee chair; fully independent; 4 meetings in 2024 .
• Attendance and engagement: Board met 8 times in 2024; each incumbent trustee attended at least 75% of Board and assigned committee meetings in 2024 .
• Charters and governance resources: Audit Committee Charter and Nominating & Governance Committee Charter available on the Fund’s website .
• Retirement policy: Board retirement at December 31 of the year a member turns 75 .

Committee Assignments

Fixed Compensation

• Structure: Independent trustees receive annual cash retainers, in-person board and committee meeting fees, and annual fees for serving as Board/committee chairpersons; Interested Trustees and Fund officers do not receive compensation from PGIM Investments-managed funds .
• Expense reimbursement: Trustees reimbursed for reasonable out-of-pocket expenses for Board/committee meetings per policy .

Performance Compensation

• No equity awards (RSUs/PSUs), options, or performance-based incentives for directors disclosed; no compensation committee due to officers not receiving direct compensation from the Fund .
• No disclosed performance metrics (e.g., TSR, EBITDA) tied to director compensation .

Other Directorships & Interlocks

• All independent directors (including Schneider) serve across PGIM-managed funds, indicating fund-complex interlocks while remaining independent under the 1940 Act .

Expertise & Qualifications

• CEO/CTO operating experience across publishing, printing, and educational services; senior leadership including technology transformation at RR Donnelley .
• Board leadership experience across private and non-profit organizations; current chair of Nominating & Governance at the Fund .
• Oversight breadth: 46 portfolios overseen in the Fund Complex .

Equity Ownership

• As of June 30, 2025, Schneider held no Fund shares; all trustees/officers as a group held 23,907.225 shares, less than 1% of outstanding .
• Major shareholder context: Pruco Life Insurance Company held 5,895,056.741 Class I Common Shares (89.41%) as of June 30, 2025 .

Governance Assessment

• Positives

  • Independent director under 1940 Act; fully independent Audit and Nominating & Governance committees with documented charters .
  • Committee leadership: Schneider chairs Nominating & Governance; active committee cadence (Audit 8; N&G 4 meetings in 2024); Board met 8 times with ≥75% attendance by incumbents .
  • Audit oversight: Committee includes a designated “financial expert”; auditor fees disclosed; pre-approval policy for audit/non-audit services; zero aggregate non-audit fees to fund manager/affiliates indicates clean auditor independence exposure .

• Watch items / RED FLAGS

  • No personal share ownership in the Fund or the family of registered investment companies may indicate limited “skin-in-the-game” alignment for independent trustees; context: fund is largely held by a Prudential affiliate (89.41%) .
  • Hedging policy: Independent Trustees are not expressly prohibited from shorting/options/hedging on Fund securities (covered persons other than Independent Trustees are prohibited), which could weaken alignment if used; the Code of Ethics does not expressly prohibit Board Members’ hedging .
  • Fund-complex interlocks: Schneider serves across multiple PGIM-managed vehicles; while independent under the 1940 Act, perception risk of close affiliation with manager’s complex remains .

• Related-party exposure

  • As of December 31, 2024, none of the Independent Board Members or their immediate family owned beneficially any securities in the investment adviser, principal underwriter, or their control persons; quarterly reviews and annual questionnaires in place for related-party transactions .
  • Manager fee waivers (base/incentive) through December 31, 2025 reduce fee-related conflicts at the fund level but are not director-specific .

Overall, Schneider demonstrates independent oversight with committee leadership and consistent engagement, but absence of share ownership and permissive hedging rules for independent trustees are notable alignment concerns for investors monitoring governance quality .