DEF 14A of Main Street Capital CORP, Mar 25, 2024

DEF 14A of Main Street Capital CORP

Filed Mar 25, 2024 · FY20230001396440-24-000063

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Each member of our Board serves until the next annual meeting of stockholders and until his or her respective successor is duly elected and qualifies. Currently, our Board has seven members, of whom five are not “interested persons” of Main Street, as defined in the Investment Company Act of 1940 (the “1940 Act”). The 1940 Act requires that our Board be composed of a majority of members who are not “interested persons” of Main Street. In addition, the New York Stock Exchange (“NYSE”) Listed Company Manual requires that we maintain a majority of independent directors on the Board and provides that a director of a business development company, like us, shall be considered to be independent if he or she is not an “interested person” of the business development company, as defined in the 1940 Act. The term of office of all directors will expire at this year’s Annual Meeting. On the recommendation of the Nominating and Corporate Governance Committee and the nomination of our Board, each of the seven nominees named below, all of whom are presently members of our Board, will stand for re-election as directors at the Annual Meeting. Mr. Foster has notified the Board that he plans to transition from his employment with the Company in May 2024 and, if re-elected at the Annual Meeting, will serve as a non-employee director for the subsequent Board term. Unless otherwise directed, the persons named as proxies on the enclosed proxy card intend to vote “FOR” the election of the nominees. If any nominee should become unable to serve or, for good cause, will not serve as a director, the shares will be voted for such substitute nominee as may be proposed by our Board. However, we are not aware of any circumstances that would prevent any of the nominees from serving. Set forth below is certain information (as of the Record Date) with respect to the nominees for election as directors. In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director, we also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to Main Street and our Board. The business address of each nominee listed below is 1300 Post Oak Boulevard, 8th Floor, Houston, Texas 77056.

  2. Nominees

    Nominees

  3. Nominees

    | Name and Principal Occupation | Age | Director Since | | Independent Directors | | | | J. Kevin Griffin | 52 | 2011 | | Mr. Griffin serves as the Senior Vice President of Finance for UPMC, one of the world’s leading integrated healthcare delivery systems with approximately $26 billion in annual revenue. Headquartered in Pittsburgh, UPMC primarily serves residents across the Commonwealth of Pennsylvania, western New York and northwestern Maryland, but also draws patients for highly specialized services from across the nation and around the world. UPMC serves as both a provider and insurer, owning and operating over 40 hospitals and 800 clinical locations, and offering a variety of insurance products that cover approximately 4.5 million lives. Prior to joining UPMC in January 2024, Mr. Griffin was the Chief Strategy Officer for MaineHealth since 2022 and the Senior Vice President of Financial Planning & Analysis at Novant Health from 2012 until 2022. Before embarking on his career in healthcare, Mr. Griffin was a career investment banker who worked for several notable firms including Lazard Ltd, JPMorgan, Bank of America and several boutique firms. Mr. Griffin’s investment banking experience consists primarily of executing and originating mergers and acquisitions and corporate finance transactions. We believe Mr. Griffin is qualified to serve on our Board because of his extensive finance and valuation experience, his various executive roles within the healthcare industry, and his substantive background in working with middle market companies in an M&A and advisory capacity. | | |

  4. Nominees

    | Name and Principal Occupation | Age | Director Since | | John E. Jackson | 65 | 2013 | | Mr. Jackson serves as the President and Chief Executive Officer of CSI Compressco LP (NASDAQ: CCLP) (“CSI Compressco”), a provider of compression services and equipment for natural gas and oil production, gathering, transportation, processing and storage. Mr. Jackson previously served as the President and Chief Executive Officer of Spartan Energy Partners, which acquired the general partner of CSI Compressco in January 2021 before becoming a subsidiary of CSI Compressco through a restructuring transaction in November 2021. He has also been a director of Seitel, Inc., a privately owned provider of onshore seismic data to the oil and gas industry in North America, since August 2007. He previously served as a director of Basic Energy Services, Inc. (NYSE: BAS), a provider of well-site services in the United States to oil and natural gas drilling and producing companies, from December 2016 until December 2021, and was a member of the compensation committee and the chair of the audit committee of Basic Energy Services, Inc. He previously served as a director of CNX Midstream Partners, LP, formerly known as CONE Midstream Partners, LP (NYSE: CNXM, formerly CNNX), a master limited partnership that owns and operates natural gas gathering and other midstream energy assets in the Marcellus Shale in Pennsylvania and West Virginia, from January 2015 until its sale in September 2020, and was a member of its audit committee during that time. Mr. Jackson was Chairman, Chief Executive Officer and President of Price Gregory Services, Inc., a pipeline-related infrastructure service provider in North America, from February 2008 until its sale in October of 2009. He served as a director of Hanover Compressor Company (“Hanover”), now known as Exterran Corporation (NYSE: EXTN) and Archrock, Inc. (NYSE: AROC), from July 2004 until May 2010. Mr. Jackson also served as Hanover’s President and Chief Executive Officer from October 2004 to August 2007 and as Chief Financial Officer from January 2002 to October 2004. He also serves on the board of several non-profit organizations. We believe Mr. Jackson’s qualifications to serve on our Board include his extensive background in executive and director roles of public and private companies. | | | | Brian E. Lane | 66 | 2015 | | Mr. Lane has served as Chief Executive Officer and President of Comfort Systems USA, Inc. (NYSE: FIX), a leading provider of commercial, industrial and institutional heating, ventilation and air conditioning and electrical services, since December 2011 and as a director of Comfort Systems since November 2010. Mr. Lane served as Comfort Systems’ President and Chief Operating Officer from March 2010 until December 2011. Mr. Lane joined Comfort Systems in October 2003 and served as Vice President and then Senior Vice President for Region One until he was named Executive Vice President and Chief Operating Officer in January 2009. Prior to joining Comfort Systems, Mr. Lane spent fifteen years at Halliburton Company (NYSE: HAL), a global service and equipment company devoted to energy, industrial, and government customers. During his tenure at Halliburton, he held various positions in business development, strategy and project initiatives, and he departed as the Regional Director of Europe and Africa. Mr. Lane’s additional experience included serving as a Regional Director of Capstone Turbine Corporation (NASDAQ: CPST), a distributed power manufacturer. He also was a Vice President of Kvaerner, an international engineering and construction company, where he focused on the chemical industry. Mr. Lane earned a Bachelor of Science in Chemistry from the University of Notre Dame and his MBA from Boston College. We believe Mr. Lane is qualified to serve on our Board because of his background in executive and director roles of public and private companies and his extensive knowledge of the construction and industrial services industries. | | |

  5. Nominees

    | Name and Principal Occupation | Age | Director Since | | Dunia A. Shive | 63 | 2020 | | Ms. Shive served as Chief Executive Officer and President of Belo Corp. (NYSE: BLC), a media company that owned several television stations, from 2008 until its acquisition by Gannett Co., Inc. in 2013. After the acquisition, Ms. Shive served as Senior Vice President of TEGNA Inc., formerly Gannett Co., Inc. (NYSE: TGNA, formerly GCI), a broadcast and digital media company, until retiring in 2017. She joined Belo Corp. in 1993 and served in a variety of leadership positions during her tenure, including Chief Financial Officer. Ms. Shive has served on the boards of directors of Kimberly-Clark Corporation (NYSE: KMB), a global manufacturer of branded tissue and personal care products, since May 2019, and Trinity Industries, Inc. (NYSE: TRN), a leading provider of rail transportation products and services in North America, since March 2014, and DallasNews Corporation (NYSE: DALN), the leading local news and information publishing company in Texas, since September 2021. She serves (i) as the chair of the audit committee of Kimberly-Clark Corporation’s board of directors, (ii) on the corporate governance and directors nominating committee, the finance and risk committee, and as the chair of the audit committee of Trinity Industries, Inc.’s board of directors and (iii) on the compensation and management development committee and as the chair of the nominating and corporate governance committee of DallasNews Corporation’s board of directors. Ms. Shive serves as a Trustee of the Downtown Dallas Parks Conservancy. From 2014 to 2018, she was a director of Dr Pepper Snapple Group, Inc., now known as Keurig Dr Pepper Inc. (NYSE: KDP, formerly DPS). From 2009 to 2015, she served on the board of directors of the Associated Press, where she served as chair of the audit committee from 2011 to 2015. From 2008 to 2013, she served on the board of directors of Belo Corp. We believe Ms. Shive is qualified to serve on our Board because of her extensive leadership experience as president, chief executive officer and chief financial officer of a public company, financial acumen from her chief financial officer and public accounting experience and broad public company board experience. | | | | Stephen B. Solcher | 63 | 2015 | | Mr. Solcher served as the Senior Vice President of Finance and Business Operations and Chief Financial Officer of BMC Software, Inc. (“BMC”), a privately held company that is a global leader in software solutions, from August 2005 until October 2020, and as executive advisor from October 2020 until retiring in October 2021. Previously, Mr. Solcher served as BMC’s Treasurer and Vice President of Finance. He joined BMC in September 1991 as Assistant Treasurer and became Treasurer the following year. During Mr. Solcher’s tenure, BMC grew from nearly $130 million in annual revenue to $2.2 billion in annual revenue in 2013, its last year operating as a public company. In addition to leading many M&A transactions as Chief Financial Officer, Mr. Solcher was instrumental in BMC’s transition from being a publicly traded company to becoming a privately held company in 2013. Prior to joining BMC, he was employed by Arthur Andersen as a certified public accountant. Mr. Solcher also serves on the development board of the Mays Business School at Texas A&M University and has served on the board of numerous nonprofit organizations. He was recognized by Institutional Investor magazine as part of the “All American Executive Team” in 2010 and 2012 and by Houston Business Journal as 2012 Best CFO — Large Public Company. We believe Mr. Solcher’s qualifications to serve on our Board include his thorough knowledge of the information technology and software industries and his accounting, finance and M&A experience as a chief financial officer of a large public and private company qualifying him to be an audit committee financial expert. | | |

  6. Nominees

    | Name and Principal Occupation | Age | Director Since | | Interested Directors | | | | Messrs. Foster and Hyzak are interested persons, as defined in the 1940 Act, due to their current and previous positions at Main Street. | | | | Vincent D. Foster | 67 | 2007 | | Mr. Foster has served as Chairman of Main Street’s Board since 2007 and as senior advisor since January 2022. Mr. Foster previously served as Main Street’s Chief Executive Officer from 2007 until November 2018 and also served as Main Street’s President from 2012 until 2015 and as Executive Chairman from November 2018 until December 2021. He has also been a member of our management team’s investment committee since its formation in 2007 and was a member of our management team’s executive committee from its formation in 2015 until December 2021. Mr. Foster also currently serves as a founding director of Quanta Services, Inc. (NYSE: PWR), which provides specialty contracting services to the power, natural gas and telecommunications industries, where he also serves on the audit committee and investment committee. He also served as a director of U.S. Concrete, Inc. (NASDAQ-CM: USCR) from 1999 until 2010, Carriage Services, Inc. (NYSE: CSV) from 1999 to 2011, MSC Income Fund, Inc. (“MSC Income”), a non-publicly traded business development company that is managed by MSC Adviser I, LLC, our wholly owned portfolio company and a registered investment adviser, from 2012 until 2013 and Team, Inc. (NYSE: TISI) from 2005 until 2017. In addition, Mr. Foster served as a founding director of the Texas TriCities Chapter of the National Association of Corporate Directors from 2004 to 2011. Mr. Foster, a certified public accountant, had a 19-year career with Arthur Andersen, where he was a partner from 1988 to 1997. Mr. Foster was the director of Arthur Andersen’s Corporate Finance and Mergers and Acquisitions practice for the Southwest United States and specialized in working with companies involved in consolidating their respective industries. Mr. Foster co-founded and from 1997 until December 2021 acted as co-managing partner and in other senior executive positions of several Main Street predecessor funds and entities, which are now subsidiaries of ours. We believe Mr. Foster is qualified to serve on our Board because of his intimate knowledge of our business and operations, along with his comprehensive experience on other public boards of directors and his extensive experience in tax, accounting, mergers and acquisitions, corporate governance and finance. | | |

  7. Nominees

    | Name and Principal Occupation | Age | Director Since | | Dwayne L. Hyzak | 51 | 2018 | | Mr. Hyzak has served as Main Street’s Chief Executive Officer since November 2018 and as a member of our Board since January 2018. Mr. Hyzak also serves as a member of our management team’s executive and investment committees. Mr. Hyzak previously served in several executive roles from 2011 to 2018, including as our President (2015 until November 2018), Chief Operating Officer (2014 until November 2018), Chief Financial Officer (2011 until 2014) and Senior Managing Director since 2011 and also served in other senior executive positions at Main Street prior to 2011. Prior to our IPO in 2007, Mr. Hyzak served as a Senior Managing Director and other executive positions of several Main Street predecessor funds and entities, which are now our subsidiaries. Mr. Hyzak joined Main Street in 2002, becoming one of the founding members of the firm. Since October 2020, Mr. Hyzak has also served as the Chief Executive Officer and Chairman of the Board of MSC Income. Prior to joining Main Street, Mr. Hyzak was a Director of Integration with Quanta Services, Inc. (NYSE: PWR), which provides specialty contracting services to the power, natural gas and telecommunications industries, where he was principally focused on the company’s mergers and acquisitions and corporate finance activities. Previously, Mr. Hyzak was a Manager with Arthur Andersen in its Transaction Advisory Services group. Mr. Hyzak currently serves on the board of directors of Child Advocates, a non-profit organization that trains and supports advocates to serve the interests of abused or neglected children in the greater Houston area. We believe Mr. Hyzak is qualified to serve on our Board because of his long tenure in leadership roles at Main Street, currently as Chief Executive Officer and previously as President and Chief Operating Officer, in which roles he has successfully led our lower middle market investment activities, and also previously as Chief Financial Officer, along with his extensive experience in investing and managing investments in lower middle market companies, mergers and acquisitions, corporate finance, tax and accounting. | | |

  8. Nominees

    Since this is an uncontested election, directors will be elected by a majority of the votes cast at the Annual Meeting, in person or by proxy, such that a nominee for director will be elected to the Board if the votes cast FOR the nominee’s election exceed the votes cast AGAINST such nominee’s election. Abstentions and broker non-votes are not counted as votes cast for purposes of the election of directors and, therefore, will have no effect on the outcome of such election. Even if a nominee is not re-elected, he or she will remain in office as a director until the earlier of the acceptance by the Board of his or her resignation or his or her removal. Each of the current director nominees has signed a letter of resignation that will be effective if the nominee is not re-elected at the Annual Meeting and the Board accepts his or her resignation following the meeting. If a nominee is not re-elected, the Board will decide whether to accept the director’s resignation in accordance with the procedures listed in our Corporate Governance and Stock Ownership Guidelines, which are available at www.mainstcapital.com under “Governance — Governance Documents” in the “Investors” section of our website. THE BOARD RECOMMENDS YOU VOTE “FOR” EACH OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.

  9. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The following table sets forth the compensation that we paid during the year ended December 31, 2023 to our non-employee directors. Directors who are also employees of Main Street or any of its subsidiaries did not receive compensation for their services as directors in 2023.

  10. Director Compensation Table

    Director Compensation Table

  11. Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | J. Kevin Griffin | 230,000 | 29,992 | 259,992 | | John E. Jackson | 257,500 | 29,992 | 287,492 | | Brian E. Lane | 215,000 | 29,992 | 244,992 | | Kay Matthews(3) | — | — | — | | Dunia A. Shive | 207,500 | 29,992 | 237,492 | | Stephen B. Solcher | 225,000 | 29,992 | 254,992 | | Vincent D. Foster(4) | — | — | — |

  12. Director Compensation Table

    ______________________ (1)Non-employee directors may elect to defer a portion of their annual cash retainers under the Main Street Capital Corporation Deferred Compensation Plan (the “Deferred Compensation Plan”). Amounts deferred under the plan are 100% vested and earn a return based on the returns on certain investment alternatives permitted under the plan, including phantom Main Street stock units, as designated by the participant. The following table sets forth information regarding the activity during 2023 related to the accounts of our non-employee directors under the Deferred Compensation Plan:

  13. Director Compensation Table

    | Name | Aggregate Balance at December 31, 2022 | | 2023 Director Contributions | | 2023 Company Contributions | 2023 Aggregate Earnings (Loss) | | 2023 Aggregate Withdrawals/ Distributions | Aggregate Balance at December 31, 2023 | | | J. Kevin Griffin | | 1,323,813 | | 80,000 | — | | 373,399 | — | | 1,777,212 | | John E. Jackson | 1,167,288 | | 85,000 | | — | 341,132 | | — | 1,593,420 | | | Brian E. Lane | 846,276 | | 80,000 | | — | 249,843 | | — | 1,176,119 | | | Kay Matthews | 318,671 | | — | | — | 67,416 | | (113,078) | 273,010 | | | Dunia A. Shive | 370,483 | | 85,000 | | — | 116,243 | | — | 571,726 | | | Stephen B. Solcher | 990,175 | | 80,000 | | — | 290,457 | | — | 1,360,632 | |

  14. Director Compensation Table

    (2)Each of Ms. Shive and Messrs. Griffin, Jackson, Lane and Solcher received an award of 740 restricted shares on May 1, 2023 under the Main Street Capital Corporation 2022 Non-Employee Director Restricted Stock Plan (the “Non-Employee Director Plan”), which will vest 100% on May 6, 2024, the day of the Annual Meeting since the prior day is not a business day, provided that the grantee has been in continuous service as a member of the Board through such date. These amounts represent the grant date fair value of the 2023 stock awards in accordance with FASB ASC Topic 718 based on the closing price of our common stock on the date of grant. Dividends paid on restricted stock awards are reflected in the grant date fair value and, therefore, are not shown in the table. Pursuant to SEC rules, the amounts shown exclude the impact of any estimated forfeitures related to service-based vesting conditions. These amounts may not correspond to the actual value that will be recognized by our directors upon vesting. Each of Ms. Shive and Messrs. Griffin, Jackson, Lane and Solcher had 740 unvested shares of restricted stock outstanding as of December 31, 2023. Please see the discussion of the assumptions made in the valuation of these awards in Note J to the audited consolidated financial statements included in the annual report accompanying this proxy statement. (3)Ms. Matthews resigned as a member of the Board and its committees effective March 20, 2023. (4)Mr. Foster did not receive any compensation for serving as a member and chairman of the Board during 2023. He was, however, paid a salary of $400,000, a bonus of $500,000 and employer matching contributions under our 401(k) plan of $14,850 for his services as senior advisor to the Company during 2023. The compensation for non-employee directors for 2023 was comprised of cash compensation paid to or earned by directors in connection with their service as a director. That cash compensation consisted of an annual retainer of $190,000, and an additional $42,500 retainer for the Lead Independent Director. Non-employee directors do not receive fees based on meetings attended absent circumstances that require an exceptionally high number of meetings within an annual period. We also reimburse our non-employee directors for all reasonable expenses incurred in connection with their service on our Board. The chairpersons and members of our Board committees received additional annual retainers for 2023 as follows: •the chairperson of the Audit Committee: $32,500; •members of the Audit Committee other than the chairperson: $15,000; •the chairperson of the Compensation Committee: $20,000; •members of the Compensation Committee other than the chairperson: $10,000; •the chairperson of the Nominating and Corporate Governance Committee: $15,000; and •members of the Nominating and Corporate Governance Committee other than the chairperson: $7,500. The Non-Employee Director Plan provides a means through which we may attract and retain qualified non-employee directors to enter into and remain in service on our Board. Under the Non-Employee Director Plan, at the beginning of each one-year term of service on our Board, each non-employee director receives a number of shares equivalent to $30,000 based on the closing price of a share of our common stock on the NYSE (or other exchange on which our shares are then listed) on the date of grant. These shares are subject to forfeiture provisions that will lapse as to an entire award at the end of the one-year term. Under the Deferred Compensation Plan, non-employee directors and certain key employees may defer receipt of some or all of their cash compensation, subject to certain limitations. Individuals participating in the Deferred Compensation Plan receive distributions of their respective balances based on predetermined payout schedules or other events as defined by the plan and are also able to direct investments made on their behalf among investment alternatives permitted from time to time under the plan, including phantom Main Street stock units for which shares of Main Street common stock will be issued upon distribution. Amounts deferred into the Deferred Compensation Plan by the plan participants discussed above are 100% vested when contributed into the plan, but are subject to market risk in connection with the investment alternatives elected by the participants. For the beneficial ownership of our common stock by each of our directors and the dollar range value of such ownership, please see “Security Ownership of Certain Beneficial Owners and Management” beginning on page 37.

  15. OFFICERS

    OFFICERS Our officers serve at the discretion of our Board. The following persons serve as officers of the Company in the following capacities (information as of the Record Date):

  16. OFFICERS

    | Name | Age | Position(s) Held | | Dwayne L. Hyzak(1)(2) | 51 | Member of the Board and Chief Executive Officer | | David L. Magdol(1)(2) | 53 | President and Chief Investment Officer | | Jesse E. Morris(2) | 56 | Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer | | Jason B. Beauvais(2) | 48 | Executive Vice President, General Counsel, Chief Compliance Officer and Secretary | | Nicholas T. Meserve | 44 | Managing Director | | Jaime Arreola | 43 | Managing Director | | K. Colton Braud, III | 38 | Managing Director | | Damian T. Burke | 52 | Managing Director | | Samuel A. Cashiola | 38 | Managing Director | | Diego Fernandez | 34 | Managing Director | | Ryan R. Nelson | 41 | Vice President, Chief Accounting Officer and Assistant Treasurer | | Katherine S. Silva | 44 | Vice President and Assistant Treasurer |

  17. OFFICERS

    ______________________ (1) Member of our management team’s investment committee. Mr. Foster, non-executive senior advisor and Chairman of the Board, is also a member of the investment committee. The investment committee is responsible for all aspects of our investment processes, including approval of investments. (2) Executive officer and member of our management team’s executive committee. The executive committee consults with and advises our Chief Executive Officer on significant firm-wide operational and strategic priorities. For more information on Mr. Hyzak, Member of the Board and Chief Executive Officer, see his biographical information under “Election of Directors” above. David L. Magdol is our President and Chief Investment Officer. Mr. Magdol also serves as a member of our management team’s executive and investment committees. He was promoted to the role of President in November 2018 and has served as Chief Investment Officer since 2011. Previously, he also served as Vice Chairman and Senior Managing Director and in other senior executive positions at Main Street. Prior to our IPO in 2007, Mr. Magdol served as a Senior Managing Director and other executive positions of several Main Street predecessor funds and entities, which are now our subsidiaries. Mr. Magdol joined Main Street in 2002, becoming one of the founding members of the firm. Since October 2020, Mr. Magdol has also served as the President and Chief Investment Officer of MSC Income. Prior to joining Main Street, Mr. Magdol was a Vice President in the investment banking group at Lazard Freres & Co. Previously, he managed a portfolio of private equity investments for the McMullen Group, a private investment firm/family office capitalized by Dr. John J. McMullen, the former owner of the New Jersey Devils and the Houston Astros. Mr. Magdol began his career in the structured finance services group of JP Morgan Chase. Jesse E. Morris is our Executive Vice President, Chief Financial Officer and Chief Operating Officer. Mr. Morris also serves as a member of our management team’s executive committee. He has management responsibility over the firm’s finance, treasury and internal operations. He is also a Senior Managing Director on our lower middle market investment team where his responsibilities include managing a portfolio of lower middle market investments where he is an active board member and assists those companies with various strategic initiatives, capital raises and M&A activity. Mr. Morris is also responsible for originating and executing on new investments for the firm. Mr. Morris has served as our Executive Vice President and Chief Operating Officer since joining Main Street in 2019 and as Chief Financial Officer since 2021. Since October 2020, Mr. Morris has also served as the Executive Vice President and Chief Operating Officer of MSC Income and as Chief Financial Officer of MSC Income since 2021. Prior to joining Main Street, Mr. Morris served in various roles of increasing responsibility with Quanta Services, Inc. (NYSE: PWR) from 2014 to 2019 including most recently as Executive Vice President – Finance and President – Infrastructure Solutions. In this position, he oversaw the accounting, treasury, tax and financial planning and analysis activities and led Quanta’s public-private partnership (P3) concession and private infrastructure investment activities. Prior to joining Quanta, Mr. Morris served in various financial and accounting positions of increasing responsibility with Sysco Corporation (NYSE:SYY) including as Vice President and Chief Financial Officer – Foodservice Operations and Vice President of Finance and Chief Financial Officer – Broadline Operations. Mr. Morris began his career as a certified public accountant and was an Experienced Manager with Arthur Andersen. Jason B. Beauvais is our Executive Vice President, General Counsel, Chief Compliance Officer and Secretary. Mr. Beauvais also serves as a member of our management team’s executive committee. He has management responsibility over the firm’s legal, compliance, human resources and technology functions. Mr. Beauvais has served as General Counsel and Secretary since joining the firm in 2008, as Chief Compliance Officer since 2012 and as Executive Vice President since 2021. Since October 2020, Mr. Beauvais has also served as General Counsel, Chief Compliance Officer and Secretary of MSC Income and as Executive Vice President since 2021. In addition, he is a member of the Board of Directors of the Houston Arboretum & Nature Center, a non-profit urban nature sanctuary. Prior to joining Main Street, Mr. Beauvais was an attorney with Occidental Petroleum Corporation (NYSE: OXY), an international oil and gas exploration and production company. Before that, Mr. Beauvais practiced corporate and securities law at Baker Botts L.L.P., where he primarily counseled companies in public issuances and private placements of debt and equity and handled a wide range of general corporate and securities matters as well as mergers and acquisitions. Nicholas T. Meserve is a Managing Director on our private credit investment team. Mr. Meserve’s responsibilities include managing a portfolio of private loan and middle market investments. He is also responsible for sourcing, originating and executing on new investments for the firm. Since October 2020, Mr. Meserve has also served as a Managing Director of MSC Income. Prior to joining Main Street in 2012, Mr. Meserve was at Highland Capital Management, LP, a large alternative credit manager, and certain of its affiliates, where he managed a portfolio of senior loans and high yield bonds across a diverse set of industries. Prior to Highland, he was a Credit Analyst at JP Morgan Chase & Co. Jaime Arreola is a Managing Director on our lower middle market investment team and has served in this role since joining Main Street in January 2023. Prior to joining Main Street, Mr. Arreola was a Managing Director at Alloy Capital, a private credit firm that invests in growing companies in the middle market in Mexico. At Alloy Capital, Mr. Arreola was responsible for the origination and negotiation of new investments as well as overseeing and monitoring portfolio companies. Prior to joining Alloy, Mr. Arreola served as a Principal of Pinto America Growth Fund L.P. (“PAGF”), a private equity fund focused on investing in fast growing companies in the Hispanic market in the U.S. During his tenure in PAGF, Mr. Arreola served as the CEO of Excel Distribution for 6 years, a specialty distributor of Hispanic food products, until Excel’s successful sale. Prior to joining PAGF, Mr. Arreola worked for PepsiCo, McKinsey and Co. and Femsa Cerveceria in Mexico. K. Colton Braud, III is a Managing Director on our lower middle market team. Mr. Braud has served as a Managing Director since January 2017 and in various other roles from Associate to Director roles since joining Main Street in 2012. He has also served as a Managing Director of MSC Income since October 2020. Prior to joining Main Street, Mr. Braud spent two years as an Associate at Wellspring Capital Management, a middle market private equity firm based in New York. While at Wellspring, Mr. Braud’s responsibilities included evaluating leveraged buyout opportunities, conducting due diligence across a wide array of industries and portfolio management. Prior to Wellspring, Mr. Braud served as an Analyst at J.P. Morgan Securities Inc. in its Financial Sponsor Group.

  18. OFFICERS

    Damian T. Burke is a Managing Director on our lower middle market team. Mr. Burke joined Main Street in September 2019 and has also served as a Managing Director of MSC Income since October 2020. Prior to joining Main Street, from 2016 to 2019, Mr. Burke served as Chief Financial Officer of Melior Innovations, Inc., a Houston, Texas based company focused on commercializing new technologies in the semiconductor, coatings and oil field service sectors. Prior to joining Melior, from 2011 to 2016, Mr. Burke served as VP Corporate Development for Kraton Corporation (NYSE: KRA), a leading global specialty chemicals company, where he created and built out the corporate development group and led the execution of an acquisition program that doubled the size of the company. Prior to joining Kraton, from 2006 to 2011, Mr. Burke served as an SVP Development and Strategy with Oldcastle, Inc. (now known as CRH Americas), the North American division of CRH plc (NYSE: CRH), a leading global building materials business, where he led the acquisition of numerous privately held businesses in the building materials and products sectors. Mr. Burke began his career as an engineer with ExxonMobil Corporation (NYSE: XOM) and served in roles of increasing responsibility in the United Kingdom and the United States. Samuel A. Cashiola is a Managing Director on our private credit investment team. Mr. Cashiola has served as a Managing Director since January 2019 and in various other roles since joining Main Street in 2012 and has also served as a Managing Director of MSC Income since October 2020. Mr. Cashiola’s responsibilities include managing a portfolio of private loan and middle market investments. He is also responsible for sourcing, originating and executing on new investments for the firm. Prior to joining Main Street, Mr. Cashiola was an Associate Analyst on Morgan Keegan’s Internet & e-Commerce Equity Research team, which focused on companies in the digital media and e-commerce segments, and an Associate at T. Rowe Price Associates. Diego Fernandez is a Managing Director on our lower middle market investment team. Mr. Fernandez has served as a Managing Director since August 2021 and in various other roles from Senior Analyst to Director since joining Main Street in 2013. Since August 2021, Mr. Fernandez has also served as a Managing Director of MSC Income. Before joining Main Street, Mr. Fernandez worked for Bank of America Merrill Lynch, where he was involved in the origination, structuring and execution of leveraged loans and high yield bonds for various industries. Ryan R. Nelson, a certified public accountant, is our Vice President, Chief Accounting Officer and Assistant Treasurer and has served in this role since March 2023. Mr. Nelson previously served as our Vice President of Finance since joining Main Street in December 2022. Prior to joining Main Street, Mr. Nelson spent four years with Conn’s, Inc. (NASDAQ: CONN), a furniture, mattress, electronics and appliance store chain, where he worked in several leadership roles, including Vice President and Chief Accounting Officer. Prior to joining Conn’s, Mr. Nelson spent seven years with EnLink Midstream Partners, a midstream energy services company, where he worked in several leadership roles in their accounting group. Mr. Nelson started his career at KPMG LLP. Katherine S. Silva, a certified public accountant, is our Vice President and Assistant Treasurer. Ms. Silva has served as Vice President since 2015, with responsibility for managing Small Business Administration (“SBA”) matters and several administrative functions, and Assistant Treasurer since 2010, with responsibility for managing day-to-day treasury activities. Since October 2020, Ms. Silva has also served as Vice President and Assistant Treasurer of MSC Income. She also serves as special assistant to Mr. Foster. Ms. Silva has worked at Main Street since 2005 and holds a Bachelor of Arts in Journalism from the University of Georgia.

  19. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee has from time to time engaged independent compensation consultants to assist the Committee and provide advice on a variety of compensation matters relating to NEO, other key employee and independent director compensation, incentive compensation plans and compensation trends, best practices and regulatory matters. Any such compensation consultants are hired by and report directly to the Compensation Committee. Although compensation consultants may work directly with management on behalf of the Compensation Committee, any such work is under the control and supervision of the Compensation Committee. The Compensation Committee engaged Johnson Associates, Inc. (“Johnson”) as an independent compensation consultant during 2023 to provide general advice with respect to executive and director compensation. Neither Johnson nor any of its affiliates provided any other services to the Company or any of its affiliates during 2023. The Compensation Committee considered, among other things, the following factors when selecting Johnson to provide compensation consulting services and in evaluating its independence: (i) Johnson does not provide any other services to the Company, (ii) the amount of fees Johnson received from the Company, noting in particular that such fees are negligible when considered in the context of Johnson’s total revenues for the period, (iii) Johnson’s policies and procedures concerning conflicts of interest, (iv) there are no other business or personal relationships between the Company’s management or members of the Compensation Committee, on the one hand, and any Johnson representatives who provide compensation consulting services to the Company, on the other hand, and (v) neither Johnson nor any of the Johnson representatives who provide compensation consulting services to the Company own any of the Company’s securities.

  20. Assessment of Market Data

    Assessment of Market Data In assessing the competitiveness of executive compensation levels, the Compensation Committee analyzes market data of certain companies, including internally managed business development companies, or BDCs, private equity firms, private credit firms, and other asset management and financial services companies, particularly those companies with responsibility for managing an externally managed BDC. This analysis focuses on key elements of compensation practices in general, and more specifically, the compensation practices at companies and funds reasonably comparable in asset size, typical investment size and type, market capitalization and general business scope as compared to the Company. With respect to other internally managed BDCs like Main Street, the Compensation Committee considers the compensation practices and policies pertaining to executive officers as detailed in their company’s respective proxies, research analysts’ reports and other publicly available information. However, there are relatively few internally managed BDCs and none that are directly comparable to the Company as regards business strategies (particularly Main Street’s lower middle market investment strategy), assets under management, including for external parties through our wholly owned external investment manager, typical investment size and type and market capitalization. Moreover, regarding the compensation and retention of executive talent, the Company also competes with private equity funds, private credit funds, hedge funds and other types of specialized investment funds. Since these funds are generally private companies that are not required to publicly disclose their executive compensation practices and policies, the Committee relies on compensation consultants and surveys as well as other available information to compare compensation practices and policies. Items taken into account from comparable companies and funds include, but are not necessarily limited to, base compensation, bonus compensation, stock option awards, restricted stock awards, carried interest and other equity- or cash-based compensation. In addition to actual levels of cash and equity related compensation, the Compensation Committee also considers other approaches comparable companies are taking with regard to overall executive compensation practices. Such items include, but are not necessarily limited to, the use of employment agreements for certain employees, the mix of cash and equity compensation, the use of compensation consultants and certain corporate and executive performance measures that are established to achieve longer term total return for stockholders. Finally, in addition to analyzing comparable companies and funds, the Committee also evaluates the relative cost structure of the Company as compared to the entire BDC sector, including internally and externally managed BDCs, as well as other private funds.

  21. Annual Cash Bonuses

    Annual Cash Bonuses Annual cash bonuses are intended to reward individual performance on an annual basis and can therefore be variable from year to year. Cash bonus awards for the NEOs are determined by the Compensation Committee on a discretionary basis based on performance criteria, particularly the Company’s dividend performance as well as corporate and individual performance goals and other measures established by the Committee with the Chief Executive Officer’s input (except with respect to his own performance criteria). Should actual performance exceed expected performance criteria, the Committee may adjust individual cash bonuses to take such superior performance into account. Likewise, should actual performance fall below expected performance criteria, the Committee may adjust individual cash bonuses to take such inferior performance into account.

  22. Long-Term Incentive Awards

    Long-Term Incentive Awards Main Street’s Board and stockholders approved the 2022 Equity and Incentive Plan to provide stock-based awards as long-term incentive compensation to employees, including the NEOs. The Company uses stock-based awards to (i) attract and retain key employees, (ii) motivate employees by means of performance-related incentives to achieve long-range performance goals, (iii) enable employees to participate in the Company’s long-term growth in value and (iv) link employees’ compensation to the long-term interests of stockholders. At the time of each award, the Compensation Committee will determine the terms of the award, including any performance period (or periods) and any performance objectives relating to vesting of the award. Restricted Stock. Main Street has received exemptive relief from the SEC that permits the Company to grant restricted stock in exchange for or in recognition of services by its executive officers and employees. Pursuant to the 2022 Equity and Incentive Plan, the Compensation Committee may award shares of restricted stock to plan participants in such amounts and on such terms as the Committee determines in its sole discretion, provided that such awards are consistent with the conditions set forth in the SEC’s exemptive order. Each restricted stock grant will be for a fixed number of shares as set forth in an award agreement between the grantee and Main Street. Award agreements will set forth time and/or performance vesting schedules and other appropriate terms and/or restrictions with respect to awards, including rights to dividends and voting rights. The Committee generally awards restricted stock to employees, including NEOs, which generally vests in equal increments over a three- or five-year time frame based on continued service during the vesting period. Options. The Compensation Committee may also grant stock options to purchase Main Street’s common stock (including incentive stock options and nonqualified stock options). The Committee expects that any options granted will represent a fixed number of shares of common stock, will have an exercise price equal to the fair market value of common stock on the date of grant, and will be exercisable, or “vested,” at some later time after grant. Certain stock options may provide for vesting based on the grantee remaining employed by Main Street for a time certain and/or the grantee and/or the Company attaining specified performance criteria. To date, the Committee has not granted stock options to any NEO. For a discussion of our policies related to employee and director hedging of economic risk of owning our securities, please see “Security Ownership of Certain Beneficial Owners and Management” beginning on page 37.

  23. Potential Payments Upon Change in Control or Termination of Employment

    Potential Payments Upon Change in Control or Termination of Employment Unless the terms of an award provide otherwise, in the event of a specified transaction involving a “change in control” (as defined in the 2022 Equity and Incentive Plan) in which there is an acquiring or surviving entity, the Board may provide for the assumption of some or all outstanding awards, or for the grant of substitute awards, by the acquirer or survivor. In the event no such assumption or substitution occurs, each stock-based award, subject to its terms, will become fully vested or exercisable prior to the change in control on a basis that gives the holder of the award a reasonable opportunity, as determined by the Board, to participate as a stockholder in the change in control following vesting or exercise. The award will terminate upon consummation of the change in control. Transactions involving a “change in control” under the 2022 Equity and Incentive Plan include the following, other than where Main Street’s stockholders continue to have substantially the same proportionate ownership in an entity which owns substantially all of Main Street’s assets immediately following such transaction: •a single person or entity or group of persons and/or entities, other than Main Street, any of its employee benefit plans, a company owned by Main Street’s stockholders in substantially the same proportions as their ownership in Main Street or an underwriter temporarily holding securities pursuant to an offering by Main Street, becomes the beneficial owner of more than 30% of the combined voting power of Main Street’s voting securities then outstanding; •a change in the membership of the Board such that the individuals who, as of the effective date of the 2022 Equity and Incentive Plan, constitute the Board (the “Continuing Directors”), and any new director whose election or nomination to the Board was approved by a vote of at least a majority of the Continuing Directors, cease to constitute at least a majority of the Board; •a merger, reorganization or business combination of Main Street or one of its subsidiaries with or into any other entity, other than where the holders of Main Street’s voting securities outstanding immediately before such transaction would represent immediately thereafter more than a majority of the combined voting power of the voting securities of Main Street or the surviving entity or the parent of such surviving entity; •a sale or disposition of all or substantially all of Main Street’s assets, other than where the holders of Main Street’s voting securities outstanding immediately before such transaction hold securities immediately thereafter which represent more than a majority of the combined voting power of the voting securities of the acquirer or the parent of such acquirer of such assets; or •Main Street’s stockholders approve a plan of complete liquidation or dissolution of Main Street. Our restricted stock awards also provide that (i) upon a participant’s death or disability (as defined in the award agreement), the unvested shares of restricted stock will fully vest, and (ii) upon a participant’s involuntary termination without cause or voluntary termination with good reason (each as defined in the award agreement), a portion of the unvested shares of restricted stock will vest. The number of shares and value of unvested restricted stock for each NEO as of December 31, 2023 that would have vested under the acceleration scenarios described above is shown under “Compensation of Executive Officers — Outstanding Equity Awards at Fiscal Year-End.” In addition, NEOs who participate in the Deferred Compensation Plan could receive a distribution of their balances in that plan in connection with their death, disability or termination of employment, depending on their distribution elections under the plan. The aggregate balance in the Deferred Compensation Plan of each NEO as of December 31, 2023 is shown under “Compensation of Executive Officers — Nonqualified Deferred Compensation.” Other than the accelerated vesting of restricted stock and amounts due under the Deferred Compensation Plan, we are not currently obligated to make any payments to our NEOs in the event of a change in control or any of the aforementioned causes of termination of employment.

  24. Annual Cash Incentive Bonus

    Annual Cash Incentive Bonus Cash bonuses are determined annually by the Compensation Committee and are based on individual and corporate performance objectives coupled with Committee discretion as appropriate. The 2023 performance criteria used for determining the cash bonuses for NEOs included, among other things, the following: •significant overperformance of corporate financial objectives for 2023 versus both budget and historical periods, including very favorable performance on several key financial metrics, including (i) record total investment income and record distributable net investment income and net investment income, both in total dollars and on a per share basis, and (ii) very favorable levels of fair value increases on the investment portfolio, particularly relative to market conditions, resulting in net fair value appreciation (including both net realized losses and net unrealized appreciation) and in meaningful net asset value (NAV) per share growth and (iii) very favorable net income return on equity; •significant increases in the value delivered to the Company’s stockholders in 2023 through the combination of significant increases in the monthly dividends and supplemental dividends paid to stockholders during 2023, increased monthly dividends and supplemental dividends declared for the first quarter of 2024 and significant growth in the Company’s NAV per share; •significant overperformance of long-term corporate objectives, particularly those related to the Company’s long-term goals of: •maintaining and growing monthly dividends, and generating distributable net investment income in excess of such monthly dividends, •delivering the Company’s superior financial results while maintaining a conservative leverage profile and overall capital structure and an industry leading low total operating expense structure, •maintaining the Company’s two existing investment grade ratings, and •strategically accessing the debt and equity capital markets to maintain the Company’s conservative leverage profile and overall capital structure, while also allowing for the continued future growth of the Company’s investment portfolio; •favorable levels of return on asset performance, including investment income and net fair value changes (including both realized gains and losses and unrealized appreciation and depreciation), from the Company’s lower middle market and private loan investment strategies; •contributions to the continued growth of the Company’s asset management business through the Company’s wholly owned investment adviser, MSC Adviser I, LLC (the “External Investment Manager”), and strong performance of the funds and assets managed for third parties by the External Investment Manager; •individual performance and achievement of individual goals, as well as the contribution to corporate objectives; •maintaining liquidity and capital flexibility, and when appropriate working to increase such liquidity and capital flexibility, to accomplish the Company’s business objectives and mitigate the potential impacts of unexpected economic volatility; •maintaining the highest ethical standards, internal controls and adherence to regulatory requirements; and •appropriate and planned development of personnel. The Company paid cash bonuses to NEOs for 2023 performance in recognition of Main Street’s record financial results and operating performance and each NEO’s significant contributions to Main Street’s performance. The Compensation Committee considered a number of major achievements and other positive and negative factors when evaluating the cash bonuses paid to NEOs for 2023. The net result of these considerations resulted in significant increases in the cash bonuses paid to the NEOs in comparison to prior year and other historical periods and an increase in the total cash bonuses paid to our employees in comparison to prior year and other historical periods. In particular, cash bonuses paid to NEOs for 2023 performance included recognition of Main Street’s ability to generate record results on several key current year metrics, as discussed above, while also maintaining focus on achieving the Company’s long-term goals, resulting in continued growth on a combined basis of the Company’s lower middle market and private loan investment portfolios, while decreasing the Company’s middle market investment portfolio, and driving significant improvements to the Company’s business operations and in the Company’s capital structure and liquidity position. Other positive factors considered by the Compensation Committee included: •continued growth of the Company’s lower middle market investment portfolio; •strong financial performance and the achievement of several key goals at MSC Income, the non-traded business development company managed by the External Investment Manager; •positive performance of MS Private Loan Fund I, LP (“Fund I”), a private investment fund managed by MSC Adviser; •successful launch of MS Private Loan Fund II, LP (“Fund II” and, together with Fund I, the “Private Loan Funds”), a second private investment fund managed by MSC Adviser; •continued focus on increasing the portion of the Company’s investment portfolio comprised of its lower middle market and private loan investment strategies and deemphasizing its middle market investment strategy and portfolio; •continued decrease of the Company’s middle market investment portfolio, consistent with the Company’s stated initiative and goal to deemphasize this strategy over the last few years and in the future; •significant progress on several of the Company’s key long-term strategic initiatives established by management and reviewed periodically by the Compensation Committee and the Board (the “Strategic Initiatives”); •continuation of our focus on and improvement of the key ESG aspects of our business; •growth of our investment management team through the hiring and integration of several key additions; •continuation of, and improvement on, our low total operating expense structure in comparison to peer organizations; •maintenance of investment grade ratings from Fitch Ratings and Standard & Poor’s Ratings Services; •efficient use of our at-the-market, or ATM, equity offerings to issue equity as needed while maintaining a conservative leverage ratio; •expansion of our corporate credit facility and special purpose vehicle financing facility to increase the total commitments under each facility and further diversify the lenders participating in each facility; •issuance of incremental investment grade notes (completed in January 2024) to further diversify our capital structure and increase our liquidity; and •relatively low employee turnover and development of talented personnel. Negative factors considered by the Compensation Committee included: •lower than expected growth of the Company’s lower middle market and private loan investment portfolios, in both cases relative to the Company’s annual goals and actual results in prior periods; •realized losses incurred on certain investments; and •less than desired improvement in the Company’s non-accruals on a cost and fair value basis during the year. While each of these factors represents a negative outcome in comparison to the Company’s original goals and expectations for 2023, the impacts overall were deemed to be less significant than the positive factors noted above due to the facts that (i) the overall markets for new investments in the lower middle market and private loan investment strategies were determined to be down in 2023 more significantly than the Company’s shortfalls in each investment strategy relative to the Company’s expectations, (ii) the realized losses were primary related to investments in portfolio companies that experienced underperformance in prior years and on which the actual fair value impact of such

  25. Annual Cash Incentive Bonus

    underperformance and the resulting negative impacts to the Company’s net income had been incurred and recognized in prior years, resulting in minimal impact in 2023 relative to the total amount of realized losses and in comparison to the size of the Company’s overall investment portfolio and net investment income results for the year and (iii) non-accruals did not represent a significant percentage of the Company’s total investment portfolio. The Compensation Committee did not weight these achievements or the positive and negative factors and used discretion in determining the cash bonus amount allocated to each executive. In summary, the performance of the NEO group and management team overall was consistently at a high level in 2023 resulting in excellent financial results and operating performance. The amount of cash bonus paid to each NEO for 2023 is presented under the caption entitled “Compensation of Executive Officers — Summary Compensation Table.” The Committee believes that these cash bonus awards are individually appropriate based on 2023 performance. Such cash bonuses comprise a key component of the Company’s overall compensation program.

  26. Long-Term Incentive Awards

    Long-Term Incentive Awards The Company granted restricted shares to our NEOs in 2023 to recognize individual contributions to corporate strategic priorities and to the long-term performance of the Company. Other objectives of restricted stock awards were to assist with retention, align NEO interests with stockholder interests and to provide competitive total direct compensation. Contributions to the future success of the Company include expanded roles of NEOs within the Company, recruitment and development of personnel, advancement of strategic initiatives with benefits beyond the current year, development of appropriate capital structure alternatives and enhancement of the Company’s reputation with key constituents. The number and value of restricted shares granted to each NEO in 2023 is presented under the caption entitled “Compensation of Executive Officers — Grants of Plan-Based Awards.” The Committee is currently assessing the potential for long-term incentive compensation through grants of restricted shares to our NEOs for 2024, which are expected to be awarded in April 2024.

  27. Risk Management and Compensation Policies and Practices

    Risk Management and Compensation Policies and Practices We believe that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company. In addition, the Compensation Committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks. The Compensation Committee has reviewed the elements of executive compensation to determine whether any portion of executive compensation encourages excessive risk taking and concluded: •compensation is allocated among base salary and short and long-term compensation opportunities in such a way as to not encourage excessive risk-taking; •significant weighting towards long-term incentive compensation discourages short-term risk taking; •executive goals are appropriately established across several key metrics and criteria in order to avoid an outcome where the failure to achieve any individual target would result in a large percentage loss of compensation; •clawback features applicable to incentive compensation and restricted stock grants ensure that the Company is appropriately protected from any event that would trigger a clawback obligation; and •multi-year vesting of restricted stock coupled with share ownership guidelines properly account for the time horizon of risks. Finally, in addition to the factors described above, incentive compensation decisions include subjective considerations that restrain the influence of formulae or objective-driven determinations that might lead to excessive risk taking.

  28. Summary Compensation Table

    Summary Compensation Table

  29. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | All Other Compensation(3) | Total | | Dwayne L. Hyzak | 2023 | $691,250 | $3,600,000 | $3,218,240 | $249,190 | $7,758,680 | | Member of the Board and Chief Executive Officer | 2022 | 657,500 | 3,175,000 | 3,229,975 | 18,845 | 7,081,320 | | | 2021 | 632,500 | 2,600,000 | 1,772,966 | 23,291 | 5,028,757 | | David L. Magdol | 2023 | $592,500 | $2,900,000 | $2,787,469 | $19,970 | $6,299,939 | | President and Chief Investment Officer | 2022 | 562,500 | 2,750,000 | 2,819,822 | 18,845 | 6,151,167 | | | 2021 | 535,000 | 2,275,000 | 1,355,817 | 14,586 | 4,180,403 | | Jesse E. Morris | 2023 | $577,500 | $2,750,000 | $2,660,746 | $19,970 | $6,008,216 | | Executive Vice President, Chief Operating Officer and Chief Financial Officer | 2022 | 547,500 | 2,625,000 | 2,768,574 | 18,845 | 5,959,919 | | | 2021 | 518,750 | 2,050,000 | 1,147,242 | 26,550 | 3,742,542 | | Jason B. Beauvais | 2023 | $501,250 | $1,600,000 | $1,545,758 | $19,970 | $3,666,978 | | Executive Vice President, General Counsel, Chief Compliance Officer and Secretary | 2022 | 468,750 | 1,525,000 | 1,435,577 | 18,845 | 3,448,172 | | | 2021 | 442,500 | 1,150,000 | 1,032,017 | 14,586 | 2,639,103 |

  30. Summary Compensation Table

    ______________________ (1)These amounts reflect annual cash bonuses earned by the NEOs based on individual and corporate performance as determined by the Compensation Committee. (2)These amounts represent the fair value of restricted stock awards in accordance with FASB ASC Topic 718 based on the closing price of our common stock on the grant date. Dividends paid on restricted stock awards are reflected in the grant date fair value and, therefore, are not shown in the table. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. These amounts do not correspond to the actual value that will be recognized by our NEOs upon the vesting of such grants. Please see the discussion of the assumptions made in the valuation of these awards in Note J to the audited consolidated financial statements included in the annual report accompanying this proxy statement. (3)These amounts reflect (i) employer matching contributions in our 401(k) plan, (ii) employer reimbursements for approved concierge medical services and (iii) reimbursement for approved club membership expenses. Payments for concierge medical services in 2023 were $5,120 for each of Messrs. Hyzak, Magdol, Morris and Beauvais. Additionally, in 2023 Mr. Hyzak received reimbursement for certain club membership expenses in an amount equal to $229,220. All other amounts in this column for 2023 are employer 401(k) matching contributions.

  31. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding restricted stock awards granted to our NEOs in fiscal year 2023:

  32. Grants of Plan-Based Awards

    | Name | Grant Date | Stock Awards; Number of Shares of Stock(1) | Grant Date Fair Value of Stock Awards | | | Dwayne L. Hyzak | April 1, 2023 | 80,962 | | 3,218,240 | | David L. Magdol | April 1, 2023 | 70,125 | 2,787,469 | | | Jesse E. Morris | April 1, 2023 | 66,937 | 2,660,746 | | | Jason B. Beauvais | April 1, 2023 | 38,887 | 1,545,758 | |

  33. Grants of Plan-Based Awards

    (1)Restricted stock grants to NEOs under the 2022 Equity and Incentive Plan in 2023 vest ratably over three years from the grant date (except for 5,100 shares for each NEO which vest ratably over five years from the grant date), and all underlying shares are entitled to dividends and voting rights beginning on the grant date.

  34. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth the awards of restricted stock for which forfeiture provisions have not lapsed and remained outstanding at December 31, 2023:

  35. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | Name | Number of Shares of Stock That Have Not Vested(1)(2) | Market Value of Shares of Stock That Have Not Vested(3) | | | Dwayne L. Hyzak | 146,822(4) | | 6,347,115 | | David L. Magdol | 126,077(5) | 5,450,309 | | | Jesse E. Morris | 120,343(6) | 5,202,428 | | | Jason B. Beauvais | 70,414(7) | 3,043,997 | |

  36. Outstanding Equity Awards at Fiscal Year-End

    ______________________ (1)No restricted stock awards have been transferred. (2)7,989 shares of unvested stock of each NEO would not vest upon the NEO’s involuntary termination without cause or voluntary termination with good reason pursuant to the terms of the award agreement (each as defined in the award agreement). (3)The market value of shares of stock that have not vested was determined based on the closing price of our common stock on the NYSE at December 29, 2023 (the last trading day of the year). (4)65,930 shares will vest on April 1, 2024; 51,099 shares will vest on April 1, 2025; 27,030 shares will vest on April 1, 2026; 1,743 shares will vest on April 1, 2027 and 1,020 shares will vest on April 1, 2028, subject in each case to the NEO still being employed by us on the respective vesting date. (5)55,619 shares will vest on April 1, 2024; 44,278 shares will vest on April 1, 2025; 23,417 shares will vest on April 1, 2026; 1,743 shares will vest on April 1, 2027 and 1,020 shares will vest on April 1, 2028, subject in each case to the NEO still being employed by us on the respective vesting date. (6)52,411 shares will vest on April 1, 2024; 42,814 shares will vest on April 1, 2025; 22,355 shares will vest on April 1, 2026; 1,743 shares will vest on April 1, 2027 and 1,020 shares will vest on April 1, 2028, subject in each case to the NEO still being employed by us on the respective vesting date. (7)31,612 shares will vest on April 1, 2024; 23,034 shares will vest on April 1, 2025; 13,005 shares will vest on April 1, 2026; 1,743 shares will vest on April 1, 2027 and 1,020 shares will vest on April 1, 2028, subject in each case to the NEO still being employed by us on the respective vesting date.

  37. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth information regarding the activity during the fiscal year ended December 31, 2023 related to the accounts of our NEOs under the Deferred Compensation Plan:

  38. Nonqualified Deferred Compensation

    | Name | Aggregate Balance at December 31, 2022 | | 2023 Executive Contributions(1) | | 2023 Company Contributions | 2023 Aggregate Earnings(2) | | 2023 Aggregate Withdrawals/ Distributions | Aggregate Balance at December 31, 2023(3) | | | Dwayne L. Hyzak | | 1,774,136 | | 369,344 | — | | 331,635 | — | | 2,475,115 | | David L. Magdol | 1,620,106 | | 334,250 | | — | 239,147 | | — | 2,193,503 | | | Jesse E. Morris | 1,361,748 | | 829,500 | | — | 282,459 | | — | 2,473,707 | | | Jason B. Beauvais | 1,279,231 | | 278,875 | | — | 142,768 | | — | 1,700,874 | |

  39. Nonqualified Deferred Compensation

    ______________________ (1)The 2023 Executive Contributions shown above include amounts reported in the “Salary” column of the Summary Compensation Table for 2023 as follows: $51,844 for Mr. Hyzak; $59,250 for Mr. Magdol; $173,250 for Mr. Morris; and $50,125 for Mr. Beauvais. The remaining amounts included in 2023 Executive Contributions shown above represent contributions from bonuses that accrued in 2022 but were paid in 2023. (2)The 2023 Aggregate Earnings shown above represents earnings on amounts in the Deferred Compensation Plan during 2023. These amounts are not reported in the Summary Compensation Table. (3)The Aggregate Balance at December 31, 2023 shown above includes amounts reported in the Summary Compensation Table (or would have been reported if the person was an NEO) for prior years as follows: $1,693,461 for Mr. Hyzak; $1,243,375 for Mr. Magdol; $1,356,079 for Mr. Morris; and $940,125 for Mr. Beauvais. Main Street maintains the Deferred Compensation Plan, an unfunded, nonqualified deferred compensation plan, to allow non-employee directors and certain key employees, including each of the NEOs, to defer receipt of some or all of their cash compensation, subject to certain limitations. Pursuant to the Deferred Compensation Plan, executives may contribute on a pre-tax basis up to 100% of their salary and cash bonus. Although not currently anticipated and subject to prior Compensation Committee approval, discretionary employer contributions are also permitted to the Deferred Compensation Plan. Individuals participating in the Deferred Compensation Plan receive distributions of their respective balances based on predetermined payout schedules or other events as defined by the plan. Amounts deferred under the plan earn a return based on the returns on certain investment alternatives permitted under the plan, including phantom Main Street stock units, as designated by the participant.

  40. Potential Payments Upon Change in Control or Termination of Employment

    Potential Payments Upon Change in Control or Termination of Employment As described in “Compensation Discussion and Analysis,” our restricted stock awards to employees, including NEOs, provide that (i) upon certain transactions involving a change in control or upon a participant’s death or disability (as defined in the award agreement), the unvested shares of restricted stock will fully vest, and (ii) upon an involuntary termination without cause or voluntary termination with good reason (each as defined in the award agreement), a portion of the unvested shares of restricted stock will vest. The number of shares and value of unvested restricted stock for each NEO as of December 31, 2023 that would have vested under the acceleration scenarios described above is shown under the heading “— Outstanding Equity Awards at Fiscal Year-End.” In addition, NEOs who participate in the Deferred Compensation Plan could receive a distribution of their balances in that plan in connection with their death, disability or termination of employment, depending on their distribution elections under the plan. The aggregate balance in the Deferred Compensation Plan of each NEO as of December 31, 2023 is shown under the heading “— Nonqualified Deferred Compensation.” Other than the accelerated vesting of restricted stock and amounts due under the Deferred Compensation Plan, we are not currently obligated to make any payments to our NEOs in the event of a change in control or any of the aforementioned causes of termination of employment.

  41. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio For 2023, our last completed fiscal year, the median of the annual total compensation of all of our employees (other than Mr. Hyzak, our Chief Executive Officer (our “CEO”)) was $236,382, and the annual total compensation of our CEO, as reported in the Summary Compensation Table, was $7,758,680. Based on this information, our CEO’s 2023 annual total compensation was approximately 33 times that of the median of the 2023 annual total compensation of all of our employees. We selected December 31, 2023 as the date used to identify our “median employee” whose annual total compensation was the median of the annual total compensation of all our employees (other than our CEO) for 2023. As of December 31, 2023, our employee population consisted of 100 individuals, all but 2 were located in our Houston, Texas office. We compared the annual total compensation for our employee population in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which included salary, bonus, stock awards and employer matching contributions to employee accounts in our 401(k) plan. In making this determination, we annualized the compensation of 26 employees who were hired in 2023 but did not work for us the entire fiscal year.

  42. “Pay Versus Performance”

    “Pay Versus Performance” In accordance with the final rule adopted by the SEC in August 2022 implementing Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following table that sets forth certain compensation measures for certain of our officers alongside certain performance metrics for the Company and certain of its industry peers:

  43. “Pay Versus Performance”

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) | Company Total Shareholder Return(3) | S&P 500 BDC Index Total Shareholder Return | Net Investment Income ($ in thousands) | Distributable Net Investment Income(4) ($ in thousands) | | 2023 | $7,758,680 | $9,123,226 | $5,325,044 | $6,326,314 | $136.37 | $93.32 | $339,019 | $356,788 | | 2022 | 7,081,320 | 6,541,799 | 5,186,419 | 4,769,633 | 106.35 | 82.17 | 245,327 | 257,522 | | 2021 | 5,028,757 | 6,258,742 | 2,923,779 | 3,775,525 | 119.78 | 100.75 | 182,665 | 194,742 | | 2020 | 1,706,550 | 1,220,984 | 1,257,019 | 1,069,788 | 80.84 | 80.52 | 137,945 | 148,773 |

  44. “Pay Versus Performance”

    ______________________ (1)The PEO and the non-PEO NEOs for each year are as follows: a.PEO: Dwayne L. Hyzak b.non-PEO NEOs: in 2023 and 2022 were David L. Magdol, Jesse E. Morris and Jason B. Beauvais; and in 2021 and 2020 were David L. Magdol, Jesse E. Morris, Jason B. Beauvais and Brent D. Smith. (2)Compensation Actually Paid is a calculation that begins with the Summary Compensation Table (SCT) total compensation in the given year with certain adjustments prescribed by the SEC rules. The following table provides a reconciliation of SCT total compensation with Compensation Actually Paid for fiscal year 2023:

  45. “Pay Versus Performance”

    | Name | Year | SCT Total | SCT Stock Awards | Fair Value of Stock Awards Granted in the Covered Year | Change in Fair Value of Unvested Stock Awards from Prior Years | Fair Value of Stock Awards Granted and Vested in the Covered Year | Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year | Fair Value of Stock Awards Forfeited | Value of Dividends on Unvested Stock Awards | Compensation Actually Paid | | PEO | 2023 | $7,758,680 | $(3,218,240) | $3,499,987 | $413,601 | $— | $149,979 | | $519,219 | $9,123,226 | | NEO Average | 2023 | 5,325,044 | (2,331,324) | 2,535,425 | 294,919 | — | 124,173 | — | 378,077 | 6,326,314 |

  46. “Pay Versus Performance”

    (3)Total Shareholder Return represents the value of a hypothetical $100 investment beginning at market close on the last trading day of 2019, assuming reinvestment of all dividends. (4)Distributable net investment income is net investment income as determined in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), excluding the impacts of share-based compensation expense and deferred compensation expense or benefit. We believe that distributable net investment income is a useful and appropriate compensation metric since share-based compensation does not require settlement in cash and deferred compensation expense or benefit does not result in a net cash impact to Main Street upon settlement. As a result, distributable net investment income is a clearer measure of cash available for distributions to Main Street’s stockholders than net investment income as determined in accordance with U.S. GAAP. A reconciliation of distributable net investment income to net investment income is included in our annual reports on Form 10-K for the years ended December 31, 2021 (for the year ended December 31, 2020), December 31, 2022 (for the year ended December 31, 2021) and December 31, 2023 (for the years ended December 31, 2023 and 2022). The graph below reflects the relationship between “Compensation Actually Paid” to our Chief Executive Officer and other Named Executive Officers and Net Investment Income and Distributable Net Investment Income: The graph below reflects the relationship between “Compensation Actually Paid” to our Chief Executive Officer and other Named Executive Officers and Total Shareholder Return for the Company and the S&P BDC Index: As described above, restrictions imposed by the 1940 Act restrict the Compensation Committee’s ability to use nondiscretionary or formulaic Company performance goals or criteria to determine executive incentive compensation. However, the Committee considers several financial performance metrics, along with other factors including operational goals and individual performance criteria, in determining the appropriate compensation for NEOs. Subject to the foregoing restrictions imposed by the 1940 Act, in the Company’s assessment, the following list of performance measures represent the most important performance measures used to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to Company performance: •distributable net investment income, which is net investment income as determined in accordance with U.S. GAAP, excluding the impact of non-cash compensation expenses, which includes both share-based compensation expenses and deferred compensation expense or benefit; •return on equity percentage (based upon the net increase in net assets from operations); •total dividends paid to stockholders; •net realized gain or losses; and •net unrealized appreciation or depreciation. Other key metrics considered by the Compensation Committee when determining the appropriate compensation for NEOs include gross and net investment activity, net origination activities, growth and performance of the Company’s asset management business, maintenance of liquidity and capital flexibility and individual contributions to corporate objectives.