Peter Mason

About Peter Mason

Peter Mason (birth year: 1959) is an Independent Director of SCD, appointed effective November 15, 2024; he serves as Chair of the Compensation Committee and sits on the Nominating, Audit, and Pricing & Valuation Committees . His background includes extensive legal and managerial experience as Global General Counsel of UNICEF (1998–2021) and subsequent practice as an arbitrator and mediator since 2021 . The Board is majority independent (seven of eight directors), with independent Chair Eileen A. Kamerick, regular executive sessions of independent directors, and independent legal counsel support—indicative of strong governance structure .

Past Roles

External Roles

Board Governance

• Committees: Compensation (Chair); Nominating; Audit; Pricing & Valuation (all committees composed solely of Independent Directors) .
• Attendance: During FY ended Nov 30, 2024, the Board held 4 regular and 2 special meetings; each Director attended at least 75% of eligible Board and committee meetings. No Director attended the 2024 Annual Meeting of stockholders .
• Committee activity: Compensation Committee met once; Pricing & Valuation Committee met four times in FY 2024 .
• Board structure: 8 Directors, 7 Independent; independent Chair (Eileen A. Kamerick); independent directors meet outside management and are advised by independent legal counsel .
• Independence and conflicts: Non‑interested Directors (including Mason) and their immediate families had no interest in the adviser or its affiliates as of Dec 31, 2024 . Mason was selected for character/integrity, willingness to serve, and legal/managerial experience .

Committee Assignments and Meeting Cadence (FY 2024)

Fixed Compensation

• Notes: Mason joined effective Nov 15, 2024, which likely explains lower FY 2024 fund-level compensation; each Director currently holds 17 investment company directorships within the fund complex (compensation reflects broader complex service) .
• The Fund does not provide pension or retirement benefits to Directors .

Performance Compensation

• No stock awards (RSUs/PSUs), option awards, or performance-linked compensation for Directors are disclosed; Compensation Committee’s mandate is to recommend Independent Director pay levels for Board and committee service, operating under a published charter .

Other Directorships & Interlocks

• Potential interlocks/conflicts: The proxy states non‑interested Directors and immediate families had no interest in the adviser or affiliates as of Dec 31, 2024, mitigating related-party concerns .

Expertise & Qualifications

• Legal and managerial experience; former Global General Counsel of UNICEF; current arbitrator/mediator .
• Attributes cited by the Board for selection include character/integrity, service across the fund complex, willingness and ability to commit time, and status as non‑interested director .

Equity Ownership

• Definitions: Dollar ranges—A=None; B=$1–$10,000; C=$10,001–$50,000; D=$50,001–$100,000; E=Over $100,000 .
• Group beneficial ownership: As of Feb 7, 2025, nominees, Directors, and officers as a group owned <1% of SCD common stock .

Governance Assessment

• Committee leadership and engagement: Mason chairs the Compensation Committee and contributes to Audit, Nominating, and Pricing & Valuation—roles central to pay setting, valuation oversight, and director nominations . This breadth indicates influence over governance levers important to investor confidence (valuation controls, pay design, board composition) .

• Independence: He is an Independent Director; committees are fully independent; the Board is majority independent with independent Chair and independent counsel—a strong governance posture .

• Attendance: Board-wide minimum 75% attendance achieved; committee cadence documented (Compensation: 1; Pricing & Valuation: 4), supporting baseline engagement .

• Ownership alignment: Mason reports no share ownership in SCD or across the family—limited “skin-in-the-game,” which may be typical in fund governance but is a potential alignment watchpoint for some investors .

• Conflicts and related-party exposure: No interest in the adviser or affiliates for non‑interested Directors mitigates conflict risk .

• Workload/time commitments: 17 fund complex directorships could pose time‑allocation challenges, though the proxy emphasizes willingness/ability to commit necessary time as a selection criterion .

• RED FLAGS:

  • No disclosed personal share ownership in SCD or fund family (Dollar Range “A”)—alignment watchpoint .
  • High number of fund complex directorships (17) could constrain bandwidth across committees and funds .

• Mitigants:

  • Strong independent board structure, independent chair, executive sessions, and independent counsel .
  • Explicit committee frameworks and documented meeting cadence for valuation and compensation oversight .
  • Disclosure that non‑interested Directors and families have no interests in the adviser or affiliates .