DEF 14A of MSC Income Fund, Inc.
Filed May 20, 20260001535778-26-000061
ELECTION OF DIRECTORS (ITEM 1)
ELECTION OF DIRECTORS (ITEM 1) Each member of the Board serves until the next annual meeting of stockholders and until his or her respective successor is duly elected and qualifies. Currently, the Board has five members, of whom four are not “interested persons,” as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), of MSC Income, the Adviser or its parent company Main Street Capital Corporation (“Main Street”). The 1940 Act requires that the Board be composed of a majority of members who are not “interested persons” of MSC Income or the Adviser. In addition, the New York Stock Exchange (“NYSE”) Listed Company Manual requires that MSC Income maintain a majority of independent directors on the Board and provides that a director of a business development company (“BDC”), like the Fund, shall be considered to be independent if he or she is not an “interested person,” as defined in the 1940 Act, of the BDC. 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 the Board, each of the five nominees named below, all of whom are presently members of the Board, will stand for re-election as directors at the Annual Meeting. 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 the Board. However, MSC Income is 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 the Board to the conclusion that he or she should serve as a director, MSC Income also believes that all of its 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 the Fund and the Board. The business address of each nominee listed below is 1300 Post Oak Boulevard, 8th Floor, Houston, Texas 77056.
Nominees
Nominees
Nominees
| Name and Principal Occupation | Age | Director Since | | Independent Directors | | | | Robert L. Kay | 74 | 2020 | | Mr. Kay has been an independent director since October 2020 and Chair of the Nominating and Corporate Governance Committee since January 2025. Mr. Kay has more than 40 years of broad based banking, investments, private equity intermediary and private business management experience, including commercial loan and venture capital investment portfolio oversight. After spending the first 10 years of his career as a corporate lender with a major Texas bank holding company in Dallas, he returned to his hometown in Austin where he spent the next eight years in the venture investing arena. Beginning in 1990, Mr. Kay served as Chief Executive Officer and/or Chief Operating Officer of multiple start up, growth phase and turnaround operating company situations, including serving as Chief Operating Officer and Chief Financial Officer of DrillingInfo from 2006 until its sale in 2012. Mr. Kay has served as the managing member and Chief Executive Officer of Excelleration Partners, an early stage investment firm since 2012. Mr. Kay currently serves as a member of the Board and Chief Executive Officer of Myocardial Solutions, Inc., a healthcare technology company located in Raleigh, North Carolina, and as a Director of The Muny Conservancy, a non-profit organization located in Austin, Texas. Mr. Kay earned a B.B.A. in general business (accounting concentration) from the University of Texas. MSC Income believes that Mr. Kay is qualified to serve on the Board because of his strong operating background, including his development of strategic partner relationships, in addition to his extensive financial and transactional experience. | | |
Nominees
| Nataly M. Marks | 45 | 2026 | | Ms. Marks has served as the President of Triple-S Steel Holdings, Inc. since joining the company in 2022. Triple-S Steel is one of the nation’s largest family-owned steel service centers with over 50 locations across North America and Colombia, offering structural steel, tubing, specialty metals and value-added processing to customers in the construction, manufacturing and infrastructure industries. As President of Triple-S Steel, Ms. Marks oversees the company’s finance, human resources, operations, information technology and commercial teams, while driving operational excellence, strategic talent development, cybersecurity planning and overseeing enterprise-wide digital transformation initiatives. Ms. Marks also leverages her 20 years of experience in the banking industry to lead the development and execution of Triple-S Steel’s strategic initiatives centered on growth via organic opportunities and acquisitions. Prior to her current role, Ms. Marks served in various leadership roles of increasing responsibility at JPMorgan Chase & Co. from 2009 to 2022, including as Head of Middle Market Banking for Houston and Central Texas, lead of the National Beverage Banking Practice and Managing Director of the Corporate Client Banking Group covering diversified public companies in the South Region. Ms. Marks started her career in investment banking at JPMorgan, focusing on transactions involving equity and M&A advisory. Ms. Marks previously served as a member of the board of directors of the United Way of Greater Houston, the Greater Houston Partnership, where she also served on the executive committee, Vita-Living Inc., a non-profit organization serving severely disabled adults, and Harris County Education Foundation. Ms. Marks also served as an Advisory Board Member nominated by former Houston Mayor Sylvester Turner for the city’s Hurricane Harvey Relief Fund. In 2020, Ms. Marks was recognized as a 40 Under 40 honoree by the Houston Business Journal. Ms. Marks graduated from the University of Texas at Austin with a B.B.A. in Finance. MSC Income believes that Ms. Marks’ leadership and executive management experience working at a private company similar to the profile of MSC Income’s typical private loan and lower middle market portfolio companies brings valuable insights to MSC Income’s investment activities and qualifies her to serve as a director on the Board. | | |
Nominees
| John O. Niemann, Jr. | 69 | 2012 | | Mr. Niemann has been an independent director since 2012 and Lead Independent Director and Chair of the Compensation Committee since January 2025. He is the President and Chief Operating Officer of Arthur Andersen LLP and has been since 2003. He previously served as a Managing Director of Andersen Tax LLC from June 2013 until his retirement from this position in March 2023. He previously served on the administrative board of Arthur Andersen LLP and on the board of partners of Andersen Worldwide. He began his career at Arthur Andersen LLP in 1978 and has served in increasing responsibilities in senior management positions, since 1992. Mr. Niemann has served as a director and Chairman of the Audit Committee of Hines Global Income Trust since July 2014 and as the lead independent director since May 2019. He previously served as a director of Adams Resources & Energy, Inc. from May 2019 to February 2025 and as a director of Professional Asset Indemnity Limited, a non-public Bermuda captive insurance company, from October 2021 until it was voluntarily wound up in March 2024. Mr. Niemann has served on the board of directors of many Houston area non-profit organizations, including Catholic Endowment Foundation of Galveston-Houston, Strake Jesuit College Preparatory School (past chair of the board), The Regis School of the Sacred Heart (past chair of the board), The Houston Symphony, The University of St. Thomas, The Alley Theatre and Taping for the Blind, Inc. He graduated with a B.A. in Managerial Studies (magna cum laude) and a master’s degree in accounting from Rice University, received a J.D. (summa cum laude) from the South Texas College of Law and an LL.M. in taxation (summa cum laude) from the University of San Francisco School of Law. MSC Income believes that Mr. Niemann’s significant experience in the public accounting industry, including over 40 years in various capacities at Arthur Andersen, as well as his background in executive and director roles of public and private companies makes him well qualified to serve as a director on the Board. | | | | Jeffrey B. Walker | 65 | 2020 | | Mr. Walker has been an independent director and Chair of the Audit Committee since October 2020. Mr. Walker retired in May 2020 after a successful 38 year career in public accounting with Arthur Andersen and, more recently, Deloitte Tax, LLP where he held several leadership roles including, most recently, Vice Chairman from 2014 until May 2020. Mr. Walker served as a member of Deloitte LLP’s board from 2011 until 2015 and also served as the Chief Development Officer of Deloitte Tax from 2013 until 2015. During Mr. Walker’s tenure with Deloitte, he assisted and advised some of the world’s leading private equity firms. Mr. Walker is a certified public accountant and a member of the AICPA and Texas State Board of CPAs and earned a B.B.A. in Accounting and Economics from the University of Mississippi. MSC Income believes Mr. Walker is qualified to serve on the Board because of his extensive experience and leadership as a long-time and distinguished operating executive and partner at Deloitte and Arthur Andersen. | | |
Nominees
| Interested Director | | | | Mr. Hyzak is an “interested person,” as defined in the 1940 Act, due to his position as an officer of MSC Income and the Adviser, as well as Main Street. | | | | Dwayne L. Hyzak | 53 | 2018 | | Mr. Hyzak is MSC Income’s Chief Executive Officer and Chairman of the Board. Mr. Hyzak has served in these roles and as a Senior Managing Director since October 2020. Mr. Hyzak currently serves as Chief Executive Officer and as a Senior Managing Director of Main Street and the Adviser, and as a member of Main Street’s Board of Directors. He also serves as a member of Main Street’s executive and investment committees. Previously, Mr. Hyzak served in several other executive roles at Main Street from 2011 to 2018, including as its President (2015 until 2018), Chief Operating Officer (2014 until 2018), Chief Financial Officer (2011 until 2014) and in other senior executive positions at Main Street prior to 2011. Prior to its initial public offering in 2007, Mr. Hyzak served as a Senior Managing Director and in other executive positions of several Main Street predecessor funds and entities, which are now subsidiaries of Main Street. Mr. Hyzak joined Main Street in 2002, becoming one of the founding members of the firm. Prior to joining Main Street, Mr. Hyzak was a Director of Acquisitions and 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 Quanta’s mergers and acquisitions and corporate finance activities. Previously, Mr. Hyzak was a Manager at Arthur Andersen LLP 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. MSC Income believes Mr. Hyzak is qualified to serve on the Board because of his long tenure in leadership roles, currently as Chief Executive Officer of Main Street and previously as President and Chief Operating Officer of Main Street, in which roles he has successfully led Main Street’s lower middle market investment activities, and also previously as Chief Financial Officer of Main Street, along with his extensive experience in investing and managing investments in lower middle market companies, mergers and acquisitions, corporate finance, tax and accounting. | | |
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS In 2025, MSC Income’s independent directors were entitled to an annual retainer of $125,000, plus an additional $25,000 annual retainer for the Lead Independent Director. Directors do not receive fees based on meetings attended absent circumstances that require an exceptionally high number of meetings within an annual period. MSC Income does not pay compensation to interested directors. Additionally, the Chair of certain committees of the Board are entitled to the following annual retainer amounts: •$15,000 to the Chair of the Audit Committee; •$10,000 to the Chair of the Nominating and Corporate Governance Committee; and •$5,000 to the Chair of the Compensation Committee. During 2025, MSC Income also reimbursed all of the directors for reasonable out-of-pocket expenses incurred in connection with their service on the Board. The following table sets forth the compensation paid during the year ended December 31, 2025 to MSC Income’s independent directors. Directors who are also employees of Main Street or any of its subsidiaries did not receive compensation for their services as directors.
2025 Director Compensation
2025 Director Compensation
2025 Director Compensation
| Name of Director | Fees Earned or Paid in Cash | All Other Compensation(1) | Total Compensation(2) | | Interested Director: | | | | | Dwayne L. Hyzak | $— | $— | $— | | Independent Directors: | | | | | Robert L. Kay | 135,000 | — | 135,000 | | Nataly M. Marks(3) | — | — | — | | John O. Niemann, Jr. | 155,000 | — | 155,000 | | Jeffrey B. Walker | 140,000 | — | 140,000 |
2025 Director Compensation
_____________________________ (1)MSC Income did not award any portion of the fees earned by its directors in stock or options during the year ended December 31, 2025. MSC Income does not have a profit-sharing, compensation or retirement plan, and directors do not receive any pension or retirement benefits. (2)The amounts listed are for the fiscal year ending December 31, 2025. (3)Ms. Marks was appointed to the Board on February 3, 2026 and, therefore, did not serve on the Board or receive any compensation during the year ended December 31, 2025.
OFFICERS
OFFICERS MSC Income’s officers serve at the discretion of the Board. The following persons serve as MSC Income’s officers and certain significant personnel in the following capacities (information as of the Record Date):
OFFICERS
| Name | Age | Position(s) Held | | Dwayne L. Hyzak(1)(2) | 53 | Chairman of the Board and Chief Executive Officer | | David L. Magdol(1)(2) | 55 | President and Chief Investment Officer | | Jesse E. Morris(2) | 58 | Executive Vice President and Chief Operating Officer | | Jason B. Beauvais(2) | 51 | Executive Vice President, General Counsel and Secretary | | Nicholas T. Meserve(1) | 46 | Managing Director | | Cory E. Gilbert | 53 | Chief Financial Officer and Treasurer | | Ryan H. McHugh | 49 | Vice President, Chief Accounting Officer and Assistant Treasurer | | Kristin L. Rininger | 46 | Chief Compliance Officer and Deputy General Counsel |
OFFICERS
_____________________________ (1)Member of Main Street and the Adviser’s investment committee. The investment committee is responsible for all aspects of MSC Income’s investment processes, including approval of investments. Vincent D. Foster, Chairman of Main Street’s board of directors, also serves on Main Street and the Adviser’s investment committee in his capacity as a non-employee committee member. (2)Executive officer and member of Main Street’s executive committee. The address for each person in the table above is 1300 Post Oak Boulevard, 8th Floor, Houston, Texas 77056. The age given for each person is as of the Record Date. Each officer holds office until his or her successor is chosen and qualified or until his or her earlier death, removal or resignation. For more information on Mr. Hyzak, Chairman of the Board and Chief Executive Officer, see his biographical information above. David L. Magdol is MSC Income’s President and Chief Investment Officer. Mr. Magdol has served in these roles and as a Senior Managing Director since 2020. Mr. Magdol also currently serves as President, Chief Investment Officer and as a Senior Managing Director of Main Street and the Adviser, as a member of Main Street’s executive committee and as a member of Main Street and the Adviser’s investment committee. He has management responsibility for Main Street and the Adviser’s overall investment strategy and serves as group head of Main Street and the Adviser’s lower middle market investment strategy. Mr. Magdol previously served as Main Street’s Vice Chairman from 2015 until 2018 and in other senior executive positions at Main Street prior to 2015. Prior to its initial public offering in 2007, Mr. Magdol served as a Senior Managing Director and in other executive positions of several Main Street predecessor funds and entities, which are now subsidiaries of Main Street. Mr. Magdol joined Main Street in 2002, becoming one of the founding members of the firm. Prior to joining Main Street, Mr. Magdol was a Vice President in the investment banking group at Lazard Freres & Co. Prior to joining Lazard, 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 MSC Income’s Executive Vice President and Chief Operating Officer. Mr. Morris has served in these roles and as a Senior Managing Director since 2020. He previously served as MSC Income’s Chief Financial Officer and Treasurer from 2021 to 2024. Mr. Morris also currently serves as Executive Vice President, Chief Operating Officer and as a Senior Managing Director of Main Street and the Adviser, as a member of Main Street’s executive committee and has held various management roles since joining Main Street in 2019. He has management responsibility over Main Street’s internal operations, and in his role as a Senior Managing Director on Main Street and the Adviser’s lower middle market investment team Mr. Morris is responsible for originating and executing new investments. Mr. Morris’s responsibilities also include managing a portfolio of lower middle market investments where he is an active board member and assists those portfolio companies with various strategic initiatives, capital raises and M&A activity. Mr. Morris also served as Main Street’s Chief Financial Officer and Treasurer from 2021 until 2024. Prior to joining Main Street, Mr. Morris served in various roles of increasing responsibility with Quanta Services, Inc. (NYSE: PWR), including most recently as Executive Vice President – Finance and President – Infrastructure Solutions, where 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 at Arthur Andersen LLP. Jason B. Beauvais is MSC Income’s Executive Vice President, General Counsel and Secretary. Mr. Beauvais has served as General Counsel and Secretary since 2020 and as Executive Vice President since 2021. He previously served as MSC Income’s Chief Compliance Officer from 2020 until 2023 and from June 2024 until November 2024. Mr. Beauvais currently serves as Executive Vice President, General Counsel and Secretary of Main Street and the Adviser and previously served as Main Street’s Chief Compliance Officer from 2012 until 2024. He also serves as a member of Main Street’s executive committee. Mr. Beauvais has management responsibility over Main Street’s legal, compliance and technology functions. 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. Mr. Beauvais began his legal career practicing 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. In addition, he is a member of the Board of Directors of the Houston Arboretum & Nature Center, a non-profit urban nature sanctuary. Nicholas T. Meserve is a Managing Director of MSC Income and has served in this role since 2020. He also serves as a member of Main Street and the Adviser’s investment committee. Mr. Meserve serves as group head of the Fund’s private credit investment team, where he leads the team’s efforts in sourcing, originating and executing new investments for the Fund, as well as managing the Fund’s portfolio of private loan and middle market investments. Mr. Meserve also serves as a Managing Director on, and has management responsibility over, the private credit investment team of Main Street and the Adviser and is responsible for managing their portfolios of private loan and middle market investments. He previously served on MSC Income’s Board from 2016 until 2020. Prior to joining Main Street, 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. Cory E. Gilbert, a certified public accountant, is MSC Income’s Chief Financial Officer and Treasurer and has served in these roles since 2024. Mr. Gilbert previously served as MSC Income’s Vice President and Chief Accounting Officer from 2020 until 2024. He also serves as Main Street and the Adviser’s Chief Financial Officer – Asset Management Business and Assistant Treasurer. Prior to joining Main Street, Mr. Gilbert served as the Chief Financial Officer and Treasurer for OHA Investment Corporation, a publicly traded BDC externally managed by Oak Hill Advisors LP. Prior to joining Oak Hill Advisors LP, Mr. Gilbert worked at RED Capital Group, the commercial mortgage banking arm of ORIX USA, where he most recently served as their Chief Financial Officer. Prior to RED Capital, Mr. Gilbert served as a line of business controller of ORIX USA. Mr. Gilbert began his career at KPMG LLP and was a manager in KPMG LLP’s financial services practice in the Dallas-Fort Worth area.
OFFICERS
Ryan H. McHugh, a certified public accountant, is MSC Income’s Vice President, Chief Accounting Officer and Assistant Treasurer and has served in these roles since 2024. He previously served as MSC Income’s Vice President of Finance from May until August 2024. He also serves as Vice President, Chief Accounting Officer and Assistant Treasurer of Main Street and the Adviser. Prior to joining Main Street, Mr. McHugh spent eight years with Academy Sports + Outdoors, Inc. (NASDAQ: ASO) where he worked in several leadership roles including Vice President and Corporate Controller. Prior to joining Academy, Mr. McHugh held various accounting and leadership roles at Glori Energy Inc. (formerly NASDAQ: GLRI) and Stewart Title Company (NYSE: STC). Kristin L. Rininger is MSC Income’s Chief Compliance Officer and Deputy General Counsel and has served in these roles since 2024. She also serves as Chief Compliance Officer and Deputy General Counsel of Main Street and the Adviser. Prior to joining Main Street, Ms. Rininger was a Senior Director at ACA Group from June until August 2024 after spending four years as a Director and BDC Team Lead at Optima Partners, a leading financial industry regulatory and compliance consulting firm. Prior to Optima, she spent six years as a corporate and securities attorney at the law firm of Eversheds Sutherland (US) LLP, primarily handling legal, regulatory and compliance matters for BDC clients.