DEF 14A of Morgan Stanley Direct Lending Fund
Filed Apr 17, 20260001193125-26-161610
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board is presently composed of six Directors, divided into three classes, each serving staggered three-year terms. The term of our Class I Directors will expire at the Meeting; the term of our Class II Directors will expire at the 2027 annual meeting of stockholders; and the term of our Class III Directors will expire at the 2028 annual meeting of stockholders. The Board has nominated each of David N. Miller and Kevin Shannon, as a Director, each to serve until his successor has been elected and qualified at the annual meeting of stockholders to be held in 2029 or until his earlier resignation, removal, death or incapacity. Mr. Miller currently serves as a Chair of the Board of Directors of the Company. Mr. Shannon currently serves as a Director of the Company and is the Chair of the Compensation Committee of the Board (the “Compensation Committee”) and is a member of the Audit Committee of the Board (the “Audit Committee”) and the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”). The Board has determined that Mr. Shannon is not an “interested person” of the Company, of MS Capital Partners Adviser Inc., our investment adviser (the “Adviser”), or of any of their respective affiliates, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (“Independent Director”). Each of Messrs. Miller and Shannon has consented to being named in this Proxy Statement and to serving as a Director if elected at the Meeting. If, for any reason, Messrs. Miller and Shannon becomes unable or unwilling to serve at the time of the Meeting, the persons named as proxies in the proxy will have the authority to vote for a substitute nominee or nominees. We do not anticipate Messrs. Miller and Shannon will be unable or unwilling to serve. The Board recommends that stockholders vote “FOR” the Company’s nominees for Directors.
Biographical Information
Biographical Information The Board has determined that each of the Directors is qualified to serve as our Director, based on a review of the experience, qualifications, attributes and skills of each Director, including those described below. The Board has determined that each Director has significant experience in the investment or financial services industries and has held management, board or oversight positions in other companies and organizations. Each of our Directors has demonstrated high character and integrity and has expertise and diversity of experience to be able to offer advice and guidance to our management. In addition, set forth further below is a biography of each executive officer of the Company who is not a Director. Unless otherwise indicated by footnote, the address for each listed individual is c/o Morgan Stanley Direct Lending Fund, 1585 Broadway, 23rd Floor, New York, NY 10036.
Biographical Information
| | Age | Position(s) held with the Company | Expiration of Term | Director Since | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director(1) | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past Five Years | | Nominees for Class I Directors | | | | | | | | | Interested Director | | | | | | | | | David Miller(2) | 50 | Chair of the Board of Directors | 2026 | 2019 | Global Head of Private Credit & Equity at Morgan Stanley and a member of the Morgan Stanley Investment Management (“MSIM” or “IM”) operating committee since 2016 | 6 | None | | Independent Director | | | | | | | | | Kevin Shannon | 71 | Director | 2026 | 2019 | Retired | 6 | None | | Incumbent Class II Directors | | | | | | | | | Interested Director | | | | | | | | | Michael Occi(3) | 42 | Chief Executive Officer and Director | 2027 | 2025 | Chief Executive Officer of the Company since July 2025; Chief Executive Officer of the other MS BDCs (as defined below) since July 2025; President of the Company and the other MS BDCs from January 2025 to July 2025; Chief Administrative Officer of the Company and the other MS BDCs from January 2023 to January 2025; Managing Director of MSIM since April 2022 | 6 | None |
Biographical Information
| | Age | Position(s) held with the Company | Expiration of Term | Director Since | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director(1) | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past Five Years | | Independent Director | | | | | | | | | Joan Binstock | 72 | Director | 2027 | 2019 | Senior Advisor at Lovell Minnick Partners, LLC since July 2018 | 6 | Confluence Technologies, Inc. since April 2023; The 2023 ETF Series Trusts since 2023; Brown Brothers Harriman US Mutual Funds since September 2019; KKR Real Estate Select Trust, Inc. since August 2020 | | Incumbent Class III Directors | | | | | | | | | Independent Directors | | | | | | | | | Bruce D. Frank | 72 | Director | 2028 | 2019 | Retired | 6 | Landsea Homes Corp. from January 2015 to July 2025 | | Adam Metz | 64 | Director | 2028 | 2019 | Interim Chief Executive Officer of Seritage Growth Properties (NYSE: SRG) since April 2025 | 6 | Seritage Growth Properties (NYSE: SRG) since March 2022; Hammerson PLC since July 2019 |
Biographical Information
| (1) The “Fund Complex” consists of the Company, T Series Middle Market Loan Fund LLC (“T Series”), North Haven Private Income Fund LLC (“PIF”), North Haven Private Income Fund A LLC (“PIF A”), LGAM Private Credit LLC (“LGAM”), and SL Investment Fund II LLC (“SLIF”), each a business development company (“BDC” and, together, the “MS BDCs”), that has the same investment adviser as the Company. |
Biographical Information
| (2) Mr. Miller is an Interested Director (as defined below) due to his position as Global Head of Private Credit & Equity of Morgan Stanley, an affiliate of the Adviser, and a member of the MSIM operating committee. |
Biographical Information
| (3) Mr. Occi is an Interested Director due to his position as Chief Executive Officer of the Company and Co-Head of the Private Credit team at Morgan Stanley, an affiliate of the Adviser. |
Biographical Information
Set forth below is certain information relating to our Directors, including details on each Director nominee’s specific experience, qualifications, attributes or skills that led the Board to conclude that the person should serve as a Director of the Company.
Nominees for Class I Directors
Nominees for Class I Directors
Interested Director
Interested Director David N. Miller has served as the Chair of the Board since October 2019 and has served in the same capacity for each of the other MS BDCs since their formation. Mr. Miller is the Global Head of Private Credit & Equity at Morgan Stanley and a member of the MSIM operating committee. Mr. Miller joined Morgan Stanley in August 2016 and has over 25 years of investing experience. Prior to joining Morgan Stanley, from 2012 to January 2016, Mr. Miller was the President and Chief Executive Officer of Silver Bay Realty Trust Corp. (“Silver Bay”), a publicly traded real estate investment trust he co-founded in 2011 to capitalize on the significant dislocation in the residential housing market. Prior to Silver Bay, Mr. Miller was a Managing Director at Pine River Capital Management and Two Harbors Investment Corp. where he focused on investment strategy and new business development. During the global financial crisis (2008—2011), Mr. Miller served in various roles at the U.S. Department of Treasury (“Treasury”), including as the Chief Investment Officer of the Troubled Asset Relief Program where he created complex crisis response investment programs and managed its $700 billion portfolio. Prior to Treasury, Mr. Miller held various investment roles, including as a portfolio manager at HBK Investments and in the Special Situations Group at Goldman Sachs & Co., where he focused on opportunistic investments in public and private debt and equity. Mr. Miller received an M.B.A. from Harvard Business School and a B.A. magna cum laude in Economics from Dartmouth College where he was elected to Phi Beta Kappa. Mr. Miller’s investing experience and experience as a senior officer of several finance companies led our Nominating and Corporate Governance Committee to conclude that Mr. Miller is qualified to serve as a Director.
Independent Director
Independent Director Kevin Shannon has served as a member of the Board since October 2019 and Chair of the Compensation Committee since September 2023. Mr. Shannon has also served as a member of the board of directors of each of the other MS BDCs since their formation. Mr. Shannon also serves on the Advisory Committee of Efferent Health, LLC, a private healthcare startup venture in the medical imaging and database management field. Mr. Shannon previously served as the Chief Financial Officer of the Harvard Management Company, Inc., the investment advisor for Harvard University’s general investment account, from September 2009 to April 2020. Mr. Shannon served on the Operating Committee from September 2009 to December 2018 and chaired the Valuation Committee from June 2015 to December 2017. In addition, since December 2016, he has overseen both investment and operations of Harvard University’s Trust & Gifts Group. Prior to joining Harvard Management Company, Inc., Mr. Shannon was the Chief Financial Officer and an Executive Vice President at Moore Capital Management, LLC, a large multi-strategy private investment company, where he worked for 15 years. During his tenure he was responsible for all treasury functions and served as a member of the board of directors, Risk Committee, and Valuation Committee. Mr. Shannon served two consecutive terms on the board of directors of the Managed Funds Association, a group representing the global alternative investment industry and its investors and was a member of its Executive Committee as Vice Chairman and Treasurer. Prior to Moore Capital Management, LLC, he was a senior executive at Lehman Brothers where he served as Senior Vice President and Chief Financial Officer of Lehman’s derivative products subsidiary and earlier as Director of Firm Trading Accounting and Controls. Prior to joining Lehman Brothers, Mr. Shannon began his career as an auditor at KPMG LLP, serving financial services clients. Mr. Shannon served a two-year tenure as a part-time adjunct lecturer with Baruch College’s Department of Accounting. Mr. Shannon takes an active role in his community; he served on the board of Help for Children for 20 years until December 31, 2023 and was formerly a member of the Audit and Executive Committees, and he is currently a member of the Boston Economics Club. Mr. Shannon received his Bachelor of Science degree, magna cum laude, from New York University and an M.B.A. from Fairleigh Dickinson University. Mr. Shannon’s investing experience and experience as a senior executive officer in several finance companies led our Nominating and Corporate Governance Committee to conclude that Mr. Shannon is qualified to serve as a Director.
Incumbent Class II Directors: Term Expiring 2027
Incumbent Class II Directors: Term Expiring 2027
Interested Director
Interested Director Michael Occi has served as our Chief Executive Officer and a member of the Board since July 2025 and serves in the same capacity for each of the other MS BDCs. Mr. Occi previously served as our President from January 2025 until his appointment as Chief Executive Officer, and as our Chief Administrative Officer from January 2023 until his appointment as President. Mr. Occi has been a Managing Director of MSIM since April 2022. Mr. Occi joined Morgan Stanley in 2006. Prior to joining MSIM, Mr. Occi served as Head of Financial Institutions Equity Capital Markets between May 2019 and April 2022. Previously, Mr. Occi held a variety of other roles within Equity Capital Markets as well as in the financial institutions coverage areas in Fixed Income Capital Markets and in the Investment Banking Division. Mr. Occi graduated magna cum laude from Georgetown University, with a BA in Finance and Accounting.
Independent Director
Independent Director Joan Binstock has served as a member of our Board and Chair of our Nominating and Corporate Governance Committee since October 2019 and has also served in the same capacity for each of the other MS BDCs since their formation. Ms. Binstock has served as an Advisor at Lovell Minnick Partners, LLC since July 2018, where she is responsible for assisting the firm on deal and operational due diligence activities across all portfolio companies. In addition, she has been a director of the Brown Brothers Harriman US Mutual Funds since September 2019, a member of the board of directors and the Audit Chair of KKR Real Estate Select Trust, Inc., a closed-end management investment company that has elected to be treated as a real estate investment trust, since August 2020, a member of the board of directors of Confluence Technologies, Inc. since April 2023 and a member of the board of directors and Audit Chair of The 2023 ETF Series Trust since 2023. Ms. Binstock served as a Director of SimCorp A/S from April 2018 to March 2023. Ms. Binstock was a Partner at Lord, Abbett & Co. LLC from 2000 to March 2018, where she served as the Chief Financial Officer. Previously, Ms. Binstock was the Chief Operating Officer at Morgan Grenfell Asset Management. Prior to that, she was a Principal and National Director of the Regulatory and Risk Management Practice at Ernst & Young LLP, the Chief Administrative Officer at BEA/Credit Suisse, and the Chief Administrative Officer of the Capital Markets Group at Goldman Sachs. She served as a Member of the Association of Institutional Investors Board of Directors and was a Member of the Global Board of Managers of Omgeo LLC until January 2018. Ms. Binstock is on the board of the Duke School of Medicine Board of Visitors and previously served on the board of the Greystone Foundation, each of which is a nonprofit organization. Ms. Binstock is a licensed Certified Public Accountant. She holds a M.B.A. from New York University and a B.A. from the University of Binghamton. Ms. Binstock’s investing experience and experience as a senior executive officer in several finance companies led our Nominating and Corporate Governance Committee to conclude that Ms. Binstock is qualified to serve as a Director.
Incumbent Class III Directors: Term Expiring 2028
Incumbent Class III Directors: Term Expiring 2028
Independent Directors
Independent Directors Bruce D. Frank has served as a member of the Board and Chair of the Audit Committee since October 2019 and has served in the same capacity for each of the other MS BDCs since their formation. Mr. Frank previously served on the board of directors of Landsea Homes Corporation, a single-family home builder, from January 2015 to July 2025; the board of directors of VEREIT, Inc., a real estate operating company, from July 2014 to March 2017; and the board of directors of ACRE Realty Investors Inc., a real estate investment and operating company, from November 2014 to December 2018. Mr. Frank was a Senior Partner at Ernst & Young LLP’s real estate practice within the assurance service line from April 1997 through June 2014. Prior to joining Ernst & Young LLP, Mr. Frank worked at KPMG LLP, a public accounting firm, for 17 years. He has over 35 years of experience providing assurance services to prominent public and private owners, investors and developers, both domestically and globally. His extensive experience has included working on initial public offerings and assisting acquirers in consummating acquisition transactions. Mr. Frank received a Bachelor of Science degree in Accounting from Bentley University, is a member of the American Institute of Certified Public Accountants and is a Certified Public Accountant in the State of New York. Mr. Frank’s past experience as an accountant led our Nominating and Corporate Governance Committee to conclude that Mr. Frank is qualified to serve as a Director. Adam Metz has served as a member of the Board since October 2019 and has served in the same capacity for each of the other MS BDCs since their formation. Mr. Metz has spent over 40 years in the real estate industry. Mr. Metz has served as a director of Hammerson PLC, a British property company, since July 2019. He also serves as chairman of the board of Seritage Growth Properties (NYSE:SRG), a national owner and developer of retail, residential and mixed-use properties and was named Interim Chief Executive Officer effective April 11, 2025 on March 28, 2025. Mr. Metz joined The Carlyle Group in October 2013 where he served as Head of International Real Estate and a member of the Management Committee until April 2018. Prior to his tenure at Carlyle, he was a Senior Advisor to Texas Pacific Group Capital’s, or TPG, Real Estate Group. Prior to his role at TPG, Mr. Metz was the Chief Executive Officer of General Growth Properties and led the company through one of the largest and most successful bankruptcy and restructurings in real estate investment trust, or REIT, history. Previously, Mr. Metz co-founded Polaris Capital, LLC, a real estate investment firm. Mr. Metz also served as Executive Vice President and Chief Investment Officer of Rodamco, North America, and President and Chief Financial Officer of Urban Shopping Centers. Prior to these roles, Mr. Metz was a Vice President in the Capital Markets group of JMB Realty, and in the Commercial Real Estate Lending Group at The First National Bank of Chicago as a Corporate Lending Officer. Mr. Metz has served on the advisory boards of the real estate programs at both Cornell University and Northwestern University and on the Smithsonian’s Hirshhorn Museum and Sculpture Garden Board of Trustees in Washington, DC, where he serves as Vice Chair. Previously, Mr. Metz served as an independent director on numerous boards including Galata Acquisition Corp., from June 2021 to July 2023, Forest City Enterprises from April 2018 to December 2018, Parkway Properties, Aliansce Shopping Centers S.A., AMLI Residential Properties Trust, Bally Total Fitness Holding Corp., and Chia’sso Acquisition LLC. Mr. Metz received his Bachelor’s degree from Cornell University, and a Masters of Management degree from Northwestern University. Mr. Metz’s investing experience and experience as a senior executive officer in several real estate companies led our Nominating and Corporate Governance Committee to conclude that Mr. Metz is qualified to serve as a Director.
Our Board of Directors
Our Board of Directors
Compensation of Independent Directors
Compensation of Independent Directors Independent Directors receive an annual fee of $125,000 (prorated for any partial year) and an additional fee of $15,000 per year for the chair of the Audit Committee. We also pay the reasonable out-of-pocket expenses for each Independent Director incurred in connection with fulfillment of his or her duties as an Independent Director. The Independent Directors review their own compensation and recommend to the Board the appropriate level of compensation. This level of compensation may be adjusted from time to time. In conducting their review, the Independent Directors use such information as they deem relevant, including compensation paid to directors of other BDCs of similar size and the time and effort required of the Directors in fulfilling their responsibilities to the Company. The Board determines the compensation of the Independent Directors. The following table sets forth information concerning total compensation earned by or paid to each of our Independent Directors during the fiscal year ended December 31, 2025. No compensation is paid by the Company to any Interested Director of the Company.
Compensation of Independent Directors
| | Total Compensation from the Company | Total Compensation from the Fund Complex (1) | | Joan Binstock | $125,000 | $418,750 | | Bruce D. Frank | $140,000 | $465,625 | | Kevin Shannon | $125,000 | $418,750 | | Adam Metz | $125,000 | $418,750 |
Compensation of Independent Directors
| (1) The “Fund Complex” consists of the Company, T Series Middle Market Loan Fund LLC, North Haven Private Income Fund LLC, North Haven Private Income Fund A LLC, LGAM Private Credit LLC, and SL Investment Fund II LLC. |