Dwayne L. Hyzak

About Dwayne L. Hyzak

Dwayne L. Hyzak is Chief Executive Officer (since November 2018) and a director of Main Street Capital Corporation; he joined Main Street in 2002 as a founding member and previously held President (2015–Nov 2018), COO (2014–Nov 2018), and CFO (2011–2014) roles. Age: 52. He also serves as CEO and Chairman of MSC Income’s board (since October 2020). Board leadership at Main Street features a non‑executive Chairman (Vincent Foster) and a Lead Independent Director (John E. Jackson), with all standing committees composed solely of independent directors, mitigating dual‑role independence concerns. On performance, Main Street delivered record total investment income, NII, and DNII for 2024; the company’s TSR value for a hypothetical $100 investment (base: end‑2019) reached $201.00 in 2024, and Q3 2025 ROE was 17% annualized, with NAV/share at $32.78.

Past Roles

External Roles

Fixed Compensation

Multi-year CEO compensation (as reported):

Notes:

• 2024 perquisites included concierge medical services ($5,120) and $22,201 for approved club membership; remainder reflects 401(k) matching.

Performance Compensation

Restricted stock awards (2024 grants):

Vesting terms:

• 2024 awards generally vest ratably over 3 years; a portion vests ratably over 5 years (for Hyzak, 13,014 shares on 5‑year schedule). Dividends and voting rights accrue from grant date.

Pay-for-performance approach and metrics:

• Due to Investment Company Act constraints, the Compensation Committee does not use nondiscretionary/formulaic company metrics; cash bonuses are discretionary, informed by company and individual performance. Core measures considered include return on equity (based on net increase in net assets), distributable NII, total dividends paid, net realized gains/losses, and net unrealized appreciation/depreciation.
• 2024 qualitative performance highlights driving payouts: record total investment income, DNII and NII; per‑share outperformance vs budget; net fair value appreciation driving record net income and NAV/share growth; strong ROE; dividend increases and supplemental dividends; maintained investment‑grade ratings; conservative leverage and low expense structure; external manager contribution; offset by realized losses in certain investments and higher non‑accruals (deemed less significant overall).

Equity vesting/realization (2024):

Equity Ownership & Alignment

Beneficial ownership and unvested equity:

Scheduled vesting of unvested awards (subject to continued service):

• 75,391 on 4/1/2025; 51,323 on 4/1/2026; 26,037 on 4/1/2027; 3,623 on 4/1/2028; 2,603 on 4/1/2029.

Pledging/hedging and ownership guidelines:

• Insider trading policy prohibits hedging and pledging of company securities except in limited, pre‑approved circumstances.
• Stock ownership guidelines require NEOs to hold a minimum multiple of salary within five years (specific multiples not disclosed in proxy).
• Executive incentive compensation is subject to a clawback policy consistent with NYSE Rule 10D‑1, and restricted stock awards include separate clawback provisions.

Employment Terms

Board Governance and Committee Roles

• Board service: Director since January 2018; classified as an “interested person” under the 1940 Act due to current/previous positions at the company. Not a member of standing committees (they are all independent).
• Board structure: Non‑executive Chairman (Vincent D. Foster) and a Lead Independent Director (John E. Jackson). All Audit, Compensation, and Nominating & Corporate Governance Committee members are independent; committee chairs: Audit (Griffin), Compensation (Solcher), Nominating & Corporate Governance (Lane).
• Attendance: Board met 5 times in 2024 and acted by unanimous written consent 28 times; all incumbent directors attended at least 75% of Board/committee meetings.

Performance & Track Record (select indicators)

Say‑on‑Pay & Shareholder Feedback

• 2024 Annual Meeting: 87% of votes cast approved NEO compensation for 2023, reaffirming program design.

Compensation Committee & Benchmarking

• Independent consultant: Johnson Associates retained in 2024 for benchmarking and advisory support; no other services provided to the company.
• Benchmark approach: Considers internally managed BDCs and broader private equity/credit/asset management market practices; recognizes limited direct comps.

Related‑Party / Conflicts Controls

• Comprehensive related‑party transaction disclosures and SEC exemptive relief govern co‑investments and External Investment Manager arrangements; independent directors oversee conflicts, including allocation policies.

Investment Implications

• Pay alignment: CEO pay is heavily equity‑based, with multi‑year vesting and a robust clawback/anti‑hedging regime; cash bonuses are discretionary but anchored to ROE, DNII, dividend growth, and NAV outcomes—factors that historically have trended favorably (record 2024 metrics; strong Q3 2025 ROE/NAV). This supports alignment but requires ongoing scrutiny given the absence of formulaic targets under the 1940 Act.
• Retention and selling pressure: Large unvested equity (≈159k shares; ≈$9.3M as of 12/31/2024) with a back‑weighted vesting schedule (through 2029) creates retention hooks; hedging/pledging limits reduce forced‑sale risk, though standard tax‑withholding related share releases should be expected around vest dates.
• Governance quality: CEO-as-director structure is balanced by a non‑executive chair, lead independent director, and fully independent committees with credible oversight and use of an independent comp consultant—favorable for governance risk.
• Contractual risk: No employment agreements or cash severance; equity accelerates if not assumed in a CIC, but otherwise change‑in‑control economics are moderate—limiting parachute risk while preserving retention.
• Signal from shareholders: Strong Say‑on‑Pay support (87%) reduces near‑term compensation controversy risk; maintain watch on realized losses/non‑accrual trends highlighted by the committee as negative factors.

Notes: Education credentials were not disclosed in the 2025 proxy. All compensation and governance data reflect disclosures for fiscal 2024 and governance status as of the March 24, 2025 DEF 14A.