David Magdol
Main Street CapitalAbout David Magdol
David L. Magdol (age 54) is President and Chief Investment Officer of Main Street Capital, serving on the executive and investment committees; he became CIO in 2011 and was promoted to President in November 2018, having joined Main Street in 2002 as a founding member. Prior roles include Vice President in Lazard Frères’ investment banking group, managing a private equity portfolio at the McMullen Group, and starting in JPMorgan Chase’s structured finance services group . During his tenure, company performance has been strong: since 2019 year-end, Company TSR grew to $201 on a $100 base vs. $97 for the S&P 500 BDC Index by 2024; 2024 Net Investment Income (NII) and Distributable NII were $355,059k and $374,969k, respectively, with management citing record total investment income, NII, distributable NII, and NAV per share growth in 2024 . Compensation is aligned to dividend sustainability and risk-adjusted returns under 1940 Act constraints that prohibit formulaic company performance payout plans; the committee evaluates ROE, distributable NII, total dividends, realized gains/losses, and unrealized marks, among other factors .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Main Street Capital | Chief Investment Officer | Since 2011 | Leads investment strategy and portfolio decisions via investment committee |
| Main Street Capital | President | Since Nov 2018 | Firm-wide leadership; executive committee; growth of LMM and private loan strategies |
| Lazard Frères & Co. | Vice President, Investment Banking | Not disclosed | Advisory/M&A experience applicable to middle market finance |
| McMullen Group | Managed PE portfolio | Not disclosed | Direct investing experience in private companies |
| JPMorgan Chase | Structured finance services | Not disclosed | Credit/structured finance foundation |
External Roles
| Organization | Role | Years | Scope/impact |
|---|---|---|---|
| MSC Income Fund, Inc. (MSC Income) | President & Chief Investment Officer | Since Oct 2020 | Leadership of externally managed BDC platform; asset management growth lever |
Fixed Compensation
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 562,500 | 592,500 | 618,750 |
| All Other Compensation (401k match + concierge) | 18,845 | 19,970 | 20,645 |
| Total Fixed (Salary + Other) | 581,345 | 612,470 | 639,395 |
| Notes | — | — | 2024 includes $5,120 concierge medical reimbursement; remainder is 401(k) match (implies $15,525) |
Performance Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual Cash Bonus ($) | 2,750,000 | 2,900,000 | 2,700,000 |
| Stock Awards Grant Date Fair Value ($) | 2,819,822 | 2,787,469 | 2,925,931 |
| Total Compensation ($) | 6,151,167 | 6,299,939 | 6,265,326 |
- 2024 qualitative performance factors considered for bonuses: record total investment income, distributable NII, NII; significant NAV/share growth; strong ROE; dividend increases including supplemental dividends; capital markets execution; and progress culminating in MSC Income’s January 2025 NYSE listing and follow-on . Negative factors: realized losses on certain investments, higher than desired non-accruals/PIK, and slower-than-expected LMM growth, though impact was assessed as less significant overall .
2024 Long-Term Equity Grants (Restricted Stock)
| Grant date | Shares | Grant date fair value ($) | Vesting | Rights |
|---|---|---|---|---|
| Apr 1, 2024 | 62,360 | 2,925,931 | Generally ratable over 3 years; plus a 5-year ratable tranche of 6,507 shares | Eligible for dividends and voting from grant |
- Options: none granted to NEOs to date (equity mix focused on restricted stock) .
Outstanding Equity and Vesting Schedule (as of Dec 31, 2024)
| Unvested RS (total) | Apr 1, 2025 | Apr 1, 2026 | Apr 1, 2027 | Apr 1, 2028 | Apr 1, 2029 |
|---|---|---|---|---|---|
| 132,818 | 64,196 | 43,336 | 21,662 | 2,322 | 1,302 |
Equity Awards Vested in 2024
| Shares vested | Value realized ($) |
|---|---|
| 55,619 | 2,609,643 |
Metrics Considered by Compensation Committee (1940 Act prohibits formulaic plans)
| Metric | Weighting | Target | Actual | Payout Linkage |
|---|---|---|---|---|
| ROE (net increase in net assets from operations) | Not formulaic | Not disclosed | Considered | Discretionary bonus determination |
| Distributable NII | Not formulaic | Not disclosed | Considered | Discretionary bonus determination |
| Total dividends to stockholders | Not formulaic | Not disclosed | Considered | Discretionary bonus determination |
| Realized gains/losses; unrealized marks | Not formulaic | Not disclosed | Considered | Discretionary bonus determination |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 477,012 shares (<1% of 88,557,566 shares outstanding) |
| Unvested restricted stock | 132,818 shares |
| Next 12 months scheduled vesting | 64,196 shares on Apr 1, 2025 |
| Deferred Compensation Plan (balance at 12/31/24) | $2,761,373; 2024 contributions $351,875; 2024 earnings $200,010 |
| Hedging/pledging policy | Hedging prohibited; pledging prohibited except limited pre-approved circumstances |
| Stock ownership guidelines | Required minimum ownership multiples for key employees/NEOs within five years of becoming subject to the guidelines |
| Clawback | NYSE/Rule 10D-1 compliant clawback for incentive-based comp; restricted stock clawback for cause or violation of non-compete/non-solicit/non-disclosure and restatements |
| Options outstanding | None for NEOs |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | None (company practice: no employment agreements for NEOs) |
| Severance (salary+bonus multiples) | None (no contractual cash severance benefits) |
| Change-in-control (CIC) | If awards are not assumed/substituted in a CIC, unvested equity vests prior to closing; if assumed, normal terms continue |
| Death/disability | Unvested restricted stock fully vests upon death or disability |
| Involuntary termination without cause / voluntary with good reason | Portion of unvested restricted stock vests; award agreements define amounts; some shares do not vest under these scenarios |
| Non-compete / non-solicit | Present in restricted stock grant agreements; violations can trigger clawback |
| Tax gross-ups | None |
| Pension/SERP | None (no supplemental defined benefit pensions) |
Company Performance Context (for Pay vs. Performance linkage)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR (Value of $100) | 80.84 | 119.78 | 106.35 | 136.37 | 201.00 |
| S&P 500 BDC Index TSR (Value of $100) | 80.52 | 100.75 | 82.17 | 93.32 | 97.00 |
| NII ($000s) | 137,945 | 182,665 | 245,327 | 339,019 | 355,059 |
| Distributable NII ($000s) | 148,773 | 194,742 | 257,522 | 356,788 | 374,969 |
Additional 2024 highlights used in bonus determinations: record total investment income, distributable NII and NII; favorable net fair value appreciation; strong ROE; multiple dividend increases; investment grade ratings maintained; capital structure optimization; and MSC Income’s listing and follow-on in January 2025 .
Governance, Say-on-Pay, and Process Notes
- Compensation committee members: Stephen B. Solcher (Chair), John E. Jackson, Brian E. Lane, Dunia A. Shive; all independent .
- Independent compensation consultant: Johnson Associates retained in 2024; no other services or conflicts disclosed .
- Say-on-Pay approval: 87% support at 2024 annual meeting; committee reaffirmed program design .
- Section 16(a) compliance: directors and officers were compliant in 2024 (no delinquent filings) .
Investment Implications
- Alignment: Meaningful direct ownership (477k shares) with multi-year vesting and strict anti-hedging/pledging policy support long-term alignment; robust clawback further mitigates risk .
- Retention and supply overhang: Large scheduled vesting (64,196 shares on Apr 1, 2025; total unvested 132,818) creates retention hooks; vesting dates can coincide with routine tax-related sales, but hedging/pledging constraints reduce adverse incentives .
- Pay-for-performance: Despite 1940 Act limits on formulaic bonuses, the committee ties discretionary payouts to distributable NII, ROE, dividends, realized gains/losses, and portfolio quality—metrics that directly correlate with dividend capacity and NAV compounding .
- Downside protections for shareholders: No employment contracts, no severance multiples, no options, no tax gross-ups, and no pensions reduce entrenchment risk and fixed cost drag; CIC treatment centers on equity vesting mechanics rather than cash parachutes .
- Execution track record: Outperformance in TSR vs. BDC index since 2019 base, record 2024 NII/Distributable NII, and strategic milestones (MSC Income listing) indicate strong execution, supporting confidence in ongoing capital deployment under Magdol’s CIO leadership .