P. Emery Covington

About P. Emery Covington

Independent director of Sixth Street Specialty Lending, Inc. (TSLX), appointed in July 2023; birth year 1952. Former Executive Vice President and Head of Commercial Credit Risk at Truist (SunTrust), with prior senior roles at NewStar Financial and FleetBoston; A.B. in English (cum laude with Honors) from Smith College. Committees: Audit, Compensation, and Nominating & Corporate Governance; classified as not an “interested person” under the 1940 Act; beneficially owned 7,500 TSLX shares as of March 31, 2025 .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Covington is not an “interested person” of the Company, the Adviser, or affiliates (1940 Act Section 2(a)(19)) .
• Committee memberships and meeting cadence:
  • Audit Committee (member; Chair: Judy Slotkin); 8 meetings in 2024 .
  • Nominating & Corporate Governance Committee (member; Chair: Richard Higginbotham); 1 meeting in 2024 .
  • Compensation Committee (member; Chair: John Ross); 3 meetings in 2024 .
• Attendance: Board met 4 times in 2024; no incumbent director attended fewer than 75% of Board and committee meetings; Covington met attendance threshold .
• Board structure: Nine members post‑May 22, 2025; three staggered classes; no designated Lead Independent Director; Independent Directors hold regular executive sessions with the Audit Chair acting as presiding director during executive sessions; Risk Management Committee has a majority of Independent Directors .
• Election outcome: Covington re‑elected as Class II director on May 22, 2025 (Votes For: 34,863,801; Withheld: 6,344,100; Broker Non-Votes: 31,365,774) .

Fixed Compensation

• Independent Director fee schedule (2024; updated 2025):
  • Annual retainer: $110,000 (raised to $125,000 effective January 1, 2025) .
  • Board meeting fee: $2,500 per meeting .
  • Monthly telephonic update meeting: $1,500 per meeting .
  • Committee meeting fee: $1,000 per meeting .
  • Committee chair premia: Audit Chair $15,000; Nominating Chair $10,000 (Covington is not a chair) .
• 2024 cash compensation (fees earned):
  • Covington: $142,500 .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Senior credit risk leadership across major financial institutions (SunTrust/Truist, FleetBoston), portfolio management build‑out (NewStar), and foundational lending training (Chemical Bank) .
• Governance and risk oversight experience via RMA board roles and committee chairmanships .
• Academic credentials: A.B. in English, cum laude with Honors, Smith College .

Equity Ownership

• Dollar range of equity securities beneficially owned: “—” (as presented in the proxy table) .
• Pledging/Hedging: Company policy prohibits directors from holding TSLX securities in margin accounts or pledging as collateral, with exceptions only via Compliance pre‑approval; short sales and transactions in publicly traded options are prohibited; hedging strongly discouraged .
• No pledge footnote for Covington; pledge disclosures appear for certain other officers/directors only .

Governance Assessment

• Board effectiveness: Covington brings deep commercial credit risk expertise, serving on all three key independent committees (Audit, Compensation, Nominating), supporting robust oversight of financial reporting, pay, and governance processes .
• Independence and attendance: Independent under 1940 Act, with full compliance to attendance thresholds—positive signal for engagement and reliability .
• Compensation alignment: Independent Director pay is purely cash with established per‑meeting fees; no equity or performance‑linked director pay—reduces pay‑for‑performance alignment risk but aligns with BDC governance norms where adviser-managed structures compensate executives externally .
• Ownership alignment: 7,500 shares beneficially owned; proportionally small versus outstanding shares; absence of pledging is positive; overall director equity alignment is modest relative to total float .
• Conflicts oversight: Extensive related‑party dynamics via Adviser and Sixth Street; mitigants include independent committees, executive sessions, and SEC co‑investment exemptive order requiring “required majority” of Independent Directors to opine on fairness, alignment, and non‑overreaching for affiliate transactions—framework provides governance safeguards, with Covington participating in the independent oversight apparatus .
• Shareholder confidence signal: Strong re‑election support for Covington (34.9M for vs. 6.3M withheld) indicates broad investor approval of her role and governance contributions .

RED FLAGS

• No designated Lead Independent Director despite an interested Chair—potential oversight risk offset by executive sessions led by Audit Chair and strong independent committee structure .
• Significant Adviser/affiliate presence and fee arrangements require ongoing independent director vigilance; the co‑investment exemptive order and quarterly related‑party reviews are important controls .

Appendix: Election Results (May 22, 2025)