Morris L. McNair, III
About Morris L. McNair, III
Independent Trustee of PGIM Private Credit Fund since September 2022; Year of Birth: 1968; oversees 46 portfolios in the PGIM fund complex (as of June 30, 2025). Current roles include Chairman of SG Credit Partners (since August 2019) and CEO of MidMark Financial Group (since February 2019). Prior roles: Founding Partner at Virgo Investment Group (2010–2019), Investment Professional at Silver Point Capital (2007–2009), Senior Managing Director at CIT (2001–2007), and Vice President in Wachovia’s Corporate Banking Group (1993–2001). He has over 28 years of private credit and special situations investing experience and has served on an audit committee; designated as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virgo Investment Group | Founding Partner | 2010–2019 | Middle‑market opportunistic private equity; audit committee experience noted in biography |
| Silver Point Capital | Investment Professional | 2007–2009 | Special situations investing |
| CIT | Senior Managing Director | 2001–2007 | Financial services leadership |
| Wachovia Corporate Banking Group | Vice President | 1993–2001 | Corporate banking |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SG Credit Partners, Inc. | Chairman | Aug 2019–Present | Lower middle market lender |
| MidMark Financial Group, Inc. | Chief Executive Officer | Feb 2019–Present | Specialty finance |
| PGIM Private Real Estate Fund, Inc. | Independent Director | Since 2022 | Governance across PGIM fund complex |
| PGIM Credit Income Fund | Independent Director | Since 2023 | Governance across PGIM fund complex |
| PGIM Rock ETF Trust | Independent Director | Since 2023 | Governance across PGIM fund complex |
| Lease Corporation of America | Director | 2013–2022 | Board oversight |
| Stonegate Capital | Co‑Chairman/Director | 2017–2019 | Board oversight |
| AgResource Management/Agrifund | Chairman/Director | 2016–2019 | Board oversight |
| NOW Account Network Corporation | Director | 2014–2019 | Board oversight |
| HPF Service | Chairman/Director | 2013–2019 | Board oversight |
| Zippy Shell Incorporated | Chairman/Director | 2015–2018 | Board oversight |
| Ygrene Energy Fund | Director | 2014–2018 | Board oversight |
Board Governance
- Committee assignments: Chair of Audit Committee; member of Nominating & Governance Committee. Audit Committee members are independent under the 1940 Act and Rule 10A‑3; McNair is designated an “audit committee financial expert.”
- Independence: Classified as an Independent Board Member; not an “interested person” of the Fund or Manager under Section 2(a)(19) of the 1940 Act.
- Attendance: Board met 8 times in 2024; all incumbent trustees attended at least 75% of Board and relevant committee meetings in 2024. In 2023, the Board met 13 times; all incumbents attended at least 75% of meetings. Audit Committee: 8 formal meetings in 2024; Nominating & Governance: 4 formal meetings in 2024.
- Shareholder support: Elected by unanimous votes cast (4,521,353 For; 0 Against/Abstain/Broker Non‑Votes) at the 2024 Annual Meeting for his Class I term to 2027.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Estimated Aggregate Fiscal Year Compensation from Fund (USD) | $58,000 | $68,000 |
| Pension or Retirement Benefits Accrued as Part of Fund Expenses | None | None |
| Estimated Annual Benefits Upon Retirement | None | None |
| Total Compensation from Fund and Fund Complex (most recent calendar year) | $155,000 (4/27) | $252,000 (4/46) |
| Compensation Structure (qualitative) | Annual cash retainer; meeting fees; chair fees; no equity grants | Annual cash retainer; meeting fees; chair fees; no equity grants |
| Source for Structure | “Board Members…entitled to receive annual cash retainer fees…in‑person board and committee meetings…and annual fees for serving as…chairperson or committee chairperson.” | “Annual cash retainer…meeting fees…chair fees” (same language) |
Performance Compensation
- No performance-based compensation, stock awards (RSUs/PSUs), options, or equity grants disclosed for Independent Trustees of PGIM Private Credit Fund. Compensation is cash-based (retainer, meeting fees, chair fees).
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| PGIM Private Real Estate Fund, Inc. | Registered investment company | Independent Director | Within PGIM fund complex; normal cross‑board oversight. |
| PGIM Credit Income Fund | Registered investment company | Independent Director | Within PGIM fund complex; normal cross‑board oversight. |
| PGIM Rock ETF Trust | Registered investment company | Independent Director | Within PGIM fund complex; normal cross‑board oversight. |
| SG Credit Partners | Private lender | Chairman | External lending role; potential conflict if transactions overlap; proxy notes quarterly related‑party reviews; no specific related‑party transactions disclosed. |
| MidMark Financial Group | Specialty finance | CEO | External finance role; same caveat as above. |
Expertise & Qualifications
- Private credit and special situations investor with 28+ years’ experience; senior finance leadership at CIT and Wachovia; alternative investments at Virgo and Silver Point.
- Audit Committee Financial Expert designation; chairs Audit Committee.
Equity Ownership
| Holder | As of | Shares Beneficially Owned | % of Outstanding |
|---|---|---|---|
| Morris L. McNair, III | June 30, 2024 | — | — |
| Morris L. McNair, III | June 30, 2025 | — | — |
| Dollar Range of Equity Securities (Fund) | June 30, 2025 | None | N/A |
| All officers and trustees (18 persons) | June 30, 2025 | 23,907.225 | <1% |
| 5% Shareholder: Pruco Life Insurance Company | June 30, 2025 | 5,895,056.741 | 89.41% |
Note: As of Dec 31, 2024, none of the Independent Board Members or immediate family owned securities in the investment adviser, principal underwriter, or affiliates (other than registered funds).
Governance Assessment
- Strengths: Independent status; chairs Audit Committee; financial expert designation; consistent meeting attendance; clear committee charters; unanimous shareholder support in 2024 election (4,521,353 For). These support board effectiveness and investor confidence.
- Alignment concerns: Zero beneficial ownership in the Fund and “None” dollar range—limited “skin in the game.”
- Policy red flags: Hedging transactions are not expressly prohibited for Board Members; the Code of Ethics prohibits shorting/options/hedging for covered persons other than Independent Trustees—implying Independent Trustees may hedge, which weakens alignment.
- Conflict monitoring: Multiple external lending/finance leadership roles (SG Credit Partners; MidMark) raise potential conflict risk in overlapping deal ecosystems; however, proxy disclosures indicate quarterly related‑party reviews and no specific related‑party transactions disclosed involving McNair.
- Compensation quality: Director pay structure is cash‑based (retainer/meeting/chair fees) without equity grants or performance metrics—reduces pay‑for‑performance signaling but is typical for registered fund boards.
- Shareholder votes and auditor oversight: Audit Committee conducted required independence reviews and pre‑approved all audit services; audit fees rose from $320,000 (2023) to $357,000 (2024); non‑audit fees $0—supports auditor independence and robust oversight.