🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Nuveen Churchill Direct Lending Corp. (NCDL). Think of it as an "invitation and instruction manual" for the company's upcoming annual shareholder meeting. Its main job is to ask shareholders to vote on electing two people to the board of directors. It explains who the candidates are, how to vote, and provides other key governance details.

👉 Why it matters: As a shareholder, your vote shapes the company's leadership. This document tells you exactly what you're voting on and why the board recommends certain choices.

🏢 What The Company Does

In simple terms, NCDL is a Business Development Company (BDC). BDCs are like specialized banks for smaller, private companies. They provide loans and capital to these businesses and, in return, earn interest and fees. NCDL is managed by investment professionals from Churchill, an affiliate of the large asset manager Nuveen.

👉 Why it matters: BDCs are required by law to regularly update shareholders. This meeting is part of that transparency, letting you have a say in who oversees your investment in this lending business.

📅 The Meeting Details

• What: Annual Meeting of Shareholders.
• When: May 21, 2026, at 12:30 p.m. Eastern Time.
• Where: Virtual only. You can attend, vote, and ask questions online at www.virtualshareholdermeeting.com/NCDL2026.
• Who can vote: You must have been a shareholder by the close of business on March 31, 2026 (the "Record Date"). There were 49,387,065 shares outstanding on that date.
• How to vote: You can vote online, by phone, or by mail before the meeting. If you attend virtually, you can also vote during the meeting using your control number.

👉 Key takeaway: Your vote is crucial. Even if you can't "attend" the webcast, please vote your shares beforehand to ensure a quorum and make your voice heard.

🗳️ The Main Proposal: Electing Directors

Shareholders are being asked to vote on Proposal 1: Electing two directors.

• The Nominees: Kenneth Kencel and Stephen Potter.
• Term Length: If elected, they will serve until the 2029 annual meeting.
• The Board's Recommendation: The board unanimously recommends you vote "FOR" both nominees.

Who are they?

• Kenneth Kencel (Age 67): He's the CEO and President of NCDL and Churchill. He's considered an "interested director" because he works for the company's manager. He has over 35 years of investment experience.
• Stephen Potter (Age 69): He's an independent director. He previously was President of Northern Trust Asset Management and brings deep experience in business strategy and risk management.

👉 Why it matters: You are choosing the overseers. The board is a mix of the company's leader (Kencel) and independent experts (Potter and others). This structure aims to balance operational knowledge with unbiased oversight.

👥 Board Composition & Governance

The board is currently 6 members but will be 5 after the meeting (due to a recent resignation). It uses a staggered "classified" board structure, meaning only a portion of directors are up for election each year.

• Class III (Up for election in 2026): Kenneth Kencel, Stephen Potter.
• Class I (Term ends 2027): Kenneth Miranda.
• Class II (Term ends 2028): Reena Aggarwal, James Ritchie.
• Lead Independent Director: Stephen Potter chairs the independent directors, providing extra oversight since the Board Chair (Kencel) is an interested party.

Key Committees: All committees are made up solely of Independent Directors:

• Audit Committee: Oversees financials and audits. Chaired by James Ritchie.
• Nominating Committee: Recommends director candidates. Chaired by Reena Aggarwal.
• Compensation Committee: Handles director pay. Chaired by Reena Aggarwal.
• Co-Investment Committee: Reviews co-investment deals for conflicts. Chaired by Stephen Potter.

👉 Why it matters: This structure is designed for strong governance. Having independent directors on all key committees helps protect shareholder interests from potential conflicts with the investment manager.

💼 Director & Executive Compensation

• Executive Officers (CEO, CFO, etc.): They do not receive direct pay from NCDL. They are paid by the external manager (Churchill/Nuveen), whose fees are covered by NCDL's expenses.
• Independent Directors: They are paid an annual cash retainer. For 2026, this is $135,000 per year, plus extra fees for committee chairs and the Lead Independent Director.
• "Interested" Director: Kenneth Kencel receives no additional compensation from NCDL for his board service.
• Total Director Compensation (2025): The table shows each director's total fees from NCDL and its related fund family. For example, James Ritchie earned $349,904 in total from the "Fund Complex" in 2025.

👉 Why it matters: Directors are paid to represent you. Understanding their compensation helps gauge their alignment with shareholders. The fact that executives are paid by the manager, not directly by NCDL, is a standard BDC structure.

🔮 Ownership & What's Next

Who Owns a Lot of NCDL?

• Largest Shareholder: Teachers Insurance and Annuity Association (TIAA) owns 13.79%.
• Other Major Holders: Several large private investment funds own between 5-6% each.
• Management Ownership: Directors and officers as a group own about 335,076 shares (less than 1% combined).

What Happens After the Vote? The meeting will also address any other business that comes up. Following the meeting, the newly elected (or re-elected) directors will continue in their roles overseeing the company's strategy and performance as a direct lender.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Experienced Team: The board and management have long histories in credit markets and asset management.
• Strong Governance: Independent committees, a Lead Independent Director, and clear policies provide oversight.
• Aligned Interests: Major institutional investors like TIAA have significant stakes.

⚠️ Risks & Considerations:

• Conflict of Interest: As with many BDCs, the company is managed by an external advisor (Churchill/Nuveen) with its own financial interests. The board structure is designed to monitor this.
• Market Risk: As a lender, NCDL's performance is tied to the health of the economy and the ability of its borrowers to repay loans.
• Governance Dilution: The staggered board means shareholders cannot replace the entire board in a single year if they are dissatisfied.

🧠 The Analogy

Think of NCDL as a specialized ship (the company) on a long voyage. The shareholders are the ship's owners. Each year, you get to vote on whether to re-appoint the ship's Captain (Kenneth Kencel) and one of its Navigation Officers (Stephen Potter). The board of directors is your committee of senior advisors—some are crew members (like the Captain), and some are independent experts hired to ensure the ship stays on course and avoids hazards, all to protect your investment in the voyage.

🧩 Final Takeaway

Your primary job as a shareholder is to vote FOR the two highly experienced director nominees, Kenneth Kencel and Stephen Potter, to ensure stable and knowledgeable leadership for the company's next chapter. By voting, you uphold your role in the company's governance.