Jason Beauvais
Main Street CapitalAbout Jason Beauvais
Jason B. Beauvais is Executive Vice President, General Counsel and Secretary at Main Street Capital. Age 49, he has led legal, compliance, HR, and technology functions; he has served as General Counsel and Secretary since joining in 2008, became Executive Vice President in 2021, and previously served as Chief Compliance Officer until November 2024 . During his tenure, company performance metrics showed strong total shareholder return and increasing net investment income and distributable NII, with 2024 delivering record results across key measures that underpinned elevated incentive payouts .
Company Performance Context (BDC-relevant metrics)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (Value of $100 initial investment) | $80.84 | $119.78 | $106.35 | $136.37 | $201.00 |
| Net Investment Income ($USD Thousands) | $137,945 | $182,665 | $245,327 | $339,019 | $355,059 |
| Distributable Net Investment Income ($USD Thousands) | $148,773 | $194,742 | $257,522 | $356,788 | $374,969 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Main Street Capital | General Counsel & Secretary; Executive Vice President; Chief Compliance Officer (prior role) | 2008–present (Exec VP since 2021; CCO until Nov 2024) | Leads legal, compliance, HR, technology; member of executive committee |
| Occidental Petroleum | Attorney | Not disclosed | Corporate legal work in energy sector |
| Baker Botts L.L.P. | Corporate & securities lawyer | Not disclosed | Counseled issuers on public/private debt & equity offerings; broad corporate/securities and M&A matters |
External Roles
| Organization | Role | Years | Impact |
|---|---|---|---|
| Houston Arboretum & Nature Center | Board of Directors | Not disclosed | Non-profit governance |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $468,750 | $501,250 | $525,000 |
| Annual Cash Bonus ($) | $1,525,000 | $1,600,000 | $1,750,000 |
| All Other Compensation ($) | $18,845 | $19,970 | $20,645 (401(k) match + $5,120 concierge medical) |
| Total Compensation ($) | $3,448,172 | $3,666,978 | $3,898,573 |
Performance Compensation
Main Street (as a BDC) does not use formulaic company performance goals due to 1940 Act restrictions; the Compensation Committee applies discretion based on company and individual performance, including dividend sustainability/growth, ROE, NII/distributable NII, net gains/appreciation, capital structure, liquidity, and strategic execution .
Annual Performance Bonus Drivers (2024)
- Drivers included record total investment income, distributable NII and net investment income; outsized budget outperformance per share; material net fair value appreciation, record net income, NAV per-share growth, strong ROE; dividend increases and supplemental dividends; conservative leverage/capital structure; IG ratings; capital markets access; and asset management growth via MSC Income and private loan funds .
- Negative factors (non-accruals, realized losses, PIK levels, lower-than-expected LMM portfolio growth) were deemed less significant than positives .
Equity Awards (Restricted Stock)
| Grant Date | Shares Granted | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|
| April 1, 2024 | 34,163 | $1,602,928 | Ratable over 3 years; plus 5,423 shares vest over 5 years |
| Shares Vested in 2024 | 31,612 | $1,483,235 (at vesting-date prices) | Standard service-based vesting |
2024 Incentive Structure Summary (discretionary)
| Metric Category | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate performance (NII, distributable NII, ROE, NAV, dividends) | Discretionary | Not formulaic | Record results across metrics (see performance table) | $1,750,000 cash bonus | N/A (cash) |
| Stock-based awards (restricted stock) | Discretionary | Not formulaic | 34,163 shares granted | $1,602,928 grant FV | 3- & 5-year ratable |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 177,348 shares as of record date |
| Shares outstanding | 88,557,566 (record date) |
| Ownership % of shares outstanding | ~0.200% (177,348 ÷ 88,557,566) |
| Unvested restricted shares at 12/31/24 | 72,965 shares |
| Vested vs. unvested (approx.) | ~104,383 vested; 72,965 unvested (beneficial minus unvested) |
| Options (exercisable/unexercisable) | None; options have not been granted to NEOs to date |
| Shares pledged/hedging | Company policy prohibits hedging and pledging except limited pre-approved cases; no pledging disclosed for Beauvais |
| Ownership guidelines | Required minimum multiple of salary within five years; specific multiple for NEOs not disclosed in proxy |
Unvested Vesting Schedule (as of 12/31/24)
| Vest Date | Shares Vesting |
|---|---|
| April 1, 2025 | 33,698 |
| April 1, 2026 | 23,669 |
| April 1, 2027 | 12,408 |
| April 1, 2028 | 2,105 |
| April 1, 2029 | 1,085 |
Deferred Compensation
| Item | Amount |
|---|---|
| 2024 Executive Contributions | $212,500 (includes $52,500 from salary deferral) |
| 2024 Aggregate Earnings | $175,595 |
| Aggregate Balance at 12/31/24 | $2,096,372 |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | None (no employment agreements for NEOs) |
| Contractual cash severance | None |
| Pensions/SERP | None (no supplemental defined benefit pensions) |
| Tax gross-ups | None |
| Change-in-control | Stock awards become fully vested or exercisable if not assumed in a qualifying change in control; awards terminate upon consummation |
| Death/disability | Unvested restricted stock fully vests |
| Involuntary termination without cause or voluntary termination with good reason | Portion of unvested restricted stock vests; for Beauvais, 11,670 shares would not vest, implying ~61,295 could vest under this scenario |
| Clawbacks | NYSE/Rule 10D‑1 clawback for erroneously awarded incentive pay; restricted stock award agreements include additional clawbacks for certain misconduct or restatements (including cancel/unvested and recoup within one year) |
| Insider trading/hedging/pledging | Hedging and speculative trading prohibited; pledging prohibited except limited pre-approved cases |
Additional Company Compensation Governance
- Independent compensation consultant engaged in 2024: Johnson Associates, Inc. (no other services provided; independence reviewed) .
- Committee composition and independence: Compensation Committee comprised entirely of independent directors; chair Stephen B. Solcher .
- Say‑on‑pay: 87% approval in 2024; Committee considered results in ongoing decisions .
- 1940 Act constraints: preclude formulaic profit‑sharing; Committee uses discretion with performance considerations .
Net Income (GAAP) – Company Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income - (IS) ($USD) | $241,606,000 | $428,447,000 | $508,080,000 |
Investment Implications
- Alignment: Significant ongoing unvested restricted stock (72,965 shares) and recurring multi‑year vesting support retention and alignment; hedging/pledging prohibited and stock ownership guidelines further reinforce alignment .
- Selling pressure: Large near‑term vest on April 1, 2025 (33,698 shares) could create supply from tax withholding or potential sales; however, ownership is ~0.20% of shares outstanding, making any single‑executive activity immaterial to float .
- Contractual protections: Lack of employment agreements and cash severance and reliance on equity vesting/acceleration (with robust clawbacks) suggests confidence in performance culture and lowers shareholder‑unfriendly severance risk .
- Performance linkage: Despite non‑formulaic constraints, bonuses and equity grants correlate with strong BDC metrics (NII/distributable NII, ROE, NAV, dividend growth), indicating a practical pay‑for‑performance alignment within 1940 Act rules .