Scott E. Benjamin

About Scott E. Benjamin

Scott E. Benjamin (born 1973) is an Interested Trustee and Vice President of PGIM Private Credit Fund, serving on the Board since September 2022; he is also Executive Vice President of PGIM Investments LLC (since May 2009), Vice President of Prudential Investment Management Services LLC (since June 2012), and Executive Vice President of AST Investment Services, Inc. (since September 2009) . He is deemed an “Interested” Board Member by virtue of affiliation with PGIM Investments; the Fund’s Audit and Nominating/Governance Committees are comprised solely of Independent Board Members, and the Fund reported each incumbent trustee attended at least 75% of 2024 meetings (8 Board meetings in 2024) . The proxy focuses on governance; it does not present TSR or company-level revenue/EBITDA performance metrics tied to his role, and executive officers of the Fund receive no direct compensation from the Fund (see Compensation sections below) .

Past Roles

External Roles

Board service/committee context and dual-role implications:

• Committees: Audit and Nominating/Governance Committees are entirely Independent Board Members (chairs: Audit—Morris L. McNair III; Nominating/Governance—Mary Lee Schneider); Benjamin, as an Interested Trustee, does not serve on these committees .
• Dual role: He is simultaneously an Interested Trustee and a senior executive at the Manager (PGIM Investments), which concentrates oversight and information flow; the Fund mitigates this with independent-only committees and a policy that the Manager pays compensation for Interested Trustees/officers, not the Fund .

Fixed Compensation

The Fund has no compensation committee because executive officers receive no direct compensation from the Fund .

Performance Compensation

Equity Ownership & Alignment

Employment Terms

• Executive officers of the Fund receive no direct compensation from the Fund; the Fund does not maintain an executive compensation committee, and compensation for Interested Board Members/officers is paid by the Manager (PGIM Investments) .
• The proxy does not disclose an employment agreement, severance multiples, change‑of‑control, non‑compete/non‑solicit, clawback, tax gross‑ups, or deferred compensation/pension terms for Benjamin at the Manager level; such terms, if any, would reside with the Manager (not the Fund) .
• Code of Ethics and insider trading controls: pre‑clearance required; restrictions on shorting/options/hedging/derivatives for covered persons; board/officers subject to Codes under the 1940 Act .

Board Governance Highlights (context)

• Board meetings: 8 in 2024; each incumbent trustee attended ≥75% of Board and applicable committee meetings .
• Committees: Audit (Chair: McNair; 8 meetings in 2024) and Nominating/Governance (Chair: Schneider; 4 meetings in 2024), all Independent .
• Independence: Benjamin is an Interested Trustee due to affiliation with PGIM Investments .
• No family relationships among trustees/executive officers .

Related-Party and Fee Structure (alignment context)

• Management Agreement: Manager entitled to base management fee (1.25% of net assets) and incentive fee (income and capital gains components), but Manager has contractually waived both through December 31, 2025; during the waiver period, the Fund bears no management, incentive, or subadvisory fee (structural positive for shareholder alignment) .
• Expense limitation: Specified expense cap of 0.50% (annualized) for three years from May 5, 2023 (with recapture provisions), excluding items such as management/incentive fees (which are currently waived) .
• Co-investment exemptive relief permits co‑investment with certain affiliates under specified conditions (process governance) .

Compensation Structure Analysis

• Fund-level pay: No Fund-paid cash or equity to Benjamin; compensation and expenses of Interested Trustees/officers are borne by the Manager (eliminates Fund-paid guaranteed pay and direct Fund-to-executive equity overhang) .
• Governance mitigants: Absence of a Fund compensation committee is coupled with Independent-only Audit and Nominating/Governance Committees and required codes/policies (pre‑clearance, anti‑hedging for covered persons) .
• Data gaps: No disclosure of Benjamin’s Manager‑level base salary, bonus targets, LTIP vehicles, vesting, severance/change‑in‑control, clawbacks, or ownership guidelines in this proxy; therefore, pay‑for‑performance linkages and potential selling pressure from vesting cannot be evaluated from Fund filings .

Investment Implications

• Alignment: Manager fee waivers through 2025 reduce fee drag and can improve NAV/returns, but they are structural decisions at the Manager level rather than tied to Benjamin’s individual incentive plan; lack of Fund‑level pay for Interested Trustees reduces the appearance of direct pay conflicts but limits transparency into Benjamin’s individual incentives .
• Governance: Dual role (Interested Trustee and Manager executive) concentrates influence; however, Independent‑only committees, absence of family relationships, and robust insider trading controls (pre‑clearance; prohibition on hedging/derivatives for covered persons) help mitigate governance risk .
• Trading signals: With no reported Fund share ownership for Benjamin and an anti‑hedging policy for covered persons, immediate insider selling/hedging pressure is not indicated at the Fund level; lack of disclosed vesting schedules or option overhang precludes timing analysis for potential sales related to award vesting .
• Monitoring: For true pay‑for‑performance assessment and retention risk, seek Manager‑level disclosures (PGIM/Prudential) covering Benjamin’s compensation structure, ownership guidelines, and any severance/change‑in‑control terms; review future Fund proxies for any changes in committee structure, fee waivers, or related‑party arrangements .

Key Document Citations:
- Trustee/Officer biographies and service dates, Interested status: **[1923622_0001104659-25-071717_tm2520576-2_def14a.htm:5]** **[1923622_0001104659-25-071717_tm2520576-2_def14a.htm:7]** **[1923622_0001104659-25-071717_tm2520576-2_def14a.htm:8]**
- Board meetings, attendance, committee composition and chairs: **[1923622_0001104659-25-071717_tm2520576-2_def14a.htm:13]** **[1923622_0001104659-25-071717_tm2520576-2_def14a.htm:14]**
- Compensation responsibility (Manager pays officers/Interested Trustees), no compensation committee: **[1923622_0001104659-25-071717_tm2520576-2_def14a.htm:11]** **[1923622_0001104659-25-071717_tm2520576-2_def14a.htm:13]**
- Beneficial ownership and dollar ranges: **[1923622_0001104659-25-071717_tm2520576-2_def14a.htm:12]**
- Code of Ethics, pre-clearance, restrictions on shorting/options/hedging/derivatives: **[1923622_0001104659-25-071717_tm2520576-2_def14a.htm:17]**
- Management fee and incentive fee waiver; expense cap; co-investment relief: **[1923622_0001104659-25-071717_tm2520576-2_def14a.htm:15]** **[1923622_0001104659-25-071717_tm2520576-2_def14a.htm:16]**
- 2024 proxy confirms similar ownership pattern and governance framework: **[1923622_0001104659-24-094074_tm2420414-1_def14a.htm:14]** **[1923622_0001104659-24-094074_tm2420414-1_def14a.htm:8]**