Jesse Morris
Main Street CapitalAbout Jesse Morris
Jesse E. Morris, age 57, is Executive Vice President and Chief Operating Officer of Main Street Capital Corporation; he previously served as Chief Financial Officer until August 2024 and has been EVP/COO since joining in 2019. A certified public accountant who began his career at Arthur Andersen, Morris leads internal operations and serves as Senior Managing Director on the lower middle market investment team . During his tenure, Main Street’s 2024 “pay versus performance” metrics show strong value creation: Company TSR rose to $201 on a $100 base from year-end 2019 while the S&P 500 BDC Index reached $97; Net Investment Income was $355,059k and Distributable Net Investment Income was $374,969k; the firm also reported a trailing 12-month ROE of 18.5% as of Q2 2024 and record NAV per share progression, with sustained dividend increases and supplemental dividends declared .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Quanta Services (NYSE: PWR) | Executive Vice President – Finance; President – Infrastructure Solutions | 2018–Jul 2019 | Oversaw accounting, treasury, tax, FP&A; led P3 concession and private infrastructure investment activities |
| Quanta Services (NYSE: PWR) | Executive Vice President – Corporate Development | 2014–2018 | Led corporate development initiatives |
| Sysco (NYSE: SYY) | VP & CFO – Foodservice Operations; VP Finance & CFO – Broadline Operations | 2002–2013 | Oversight of field operations financials and corporate FP&A |
| Arthur Andersen | Experienced Manager (CPA) | Not disclosed | Audit/transaction advisory experience; foundation in accounting and finance |
External Roles
- No external public company directorships disclosed for Jesse Morris in the proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $547,500 | $577,500 | $603,750 |
| Annual Cash Bonus ($) | $2,625,000 | $2,750,000 | $2,550,000 |
| All Other Compensation ($) | $18,845 | $19,970 | $20,645 |
Notes:
- Concierge medical reimbursement for Morris was $5,120 in 2024 (included in “All Other Compensation”) .
- No employment agreements, contractual cash severance, supplemental defined benefit pensions, or tax gross-up payments for NEOs, per compensation philosophy .
Performance Compensation
| Equity Awards (Restricted Stock) | Grant Date | Shares Granted | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| 2024 Annual Grant | Apr 1, 2024 | 59,648 | $2,798,684 | Generally ratable over 3 years; 6,507 shares vest ratably over 5 years; entitled to dividends/votes from grant date |
| 2019 New Hire Grant | Jul 29, 2019 | 35,950 | Not stated | Vests in four equal installments on Apr 1, 2020 and the next three anniversaries, subject to continued employment |
Equity awards vested in 2024:
| Metric | FY 2024 |
|---|---|
| Shares Acquired on Vesting | 52,411 |
| Value Realized on Vesting ($) | $2,459,124 |
Performance metric framework (BDC constraints):
- Due to 1940 Act restrictions, Main Street does not use formulaic Company performance goals; the Compensation Committee applies discretion informed by metrics such as ROE, distributable net investment income, total dividends paid, and net realized gains/losses .
Equity Ownership & Alignment
| Ownership Detail | 2024 Proxy (Record Date Mar 4, 2024) | 2025 Proxy (Record Date Mar 4, 2025) |
|---|---|---|
| Beneficially Owned Shares | 203,758 | 243,517 |
| Ownership % of Shares Outstanding | <1% (Company table) | <1% (Company table) |
Unvested restricted stock (Dec 31, 2024):
| Metric | Shares |
|---|---|
| Unvested Shares Outstanding | 127,580 |
Unvested vesting schedule (subject to continued employment):
| Vest Date | Shares |
|---|---|
| Apr 1, 2025 | 61,828 |
| Apr 1, 2026 | 41,370 |
| Apr 1, 2027 | 20,758 |
| Apr 1, 2028 | 2,322 |
| Apr 1, 2029 | 1,302 |
Deferred compensation:
| Metric | Amount ($) |
|---|---|
| 2024 Executive Contributions | $1,143,625 |
| Aggregate Balance at Dec 31, 2024 | $4,044,158 |
Alignment policies:
- Hedging and speculative trading prohibited; pledging prohibited except in limited, pre-approved circumstances under the Insider Trading Policy . No pledge disclosures for Morris appear in the ownership table .
- Stock ownership guidelines require NEOs to achieve and maintain minimum ownership levels as a multiple of base salary within five years; specific multiples are not disclosed in the proxy .
- Clawback policy compliant with NYSE Rule 10D-1 (restatement-triggered recovery), plus award agreement clawbacks for prohibited conduct (cause, non-compete/non-solicit/non-disclosure violations) .
Employment Terms
- No employment agreements and no contractual cash severance for NEOs .
- Change-in-control: if awards are not assumed/substituted, stock-based awards become fully vested/exercisable prior to consummation; awards terminate at closing .
- Death/disability: unvested restricted stock fully vests; involuntary termination without cause or voluntary termination with good reason: a portion of unvested restricted stock vests (e.g., 12,754 shares of Morris’ unvested stock would not vest under these termination definitions) .
- Deferred Compensation Plan distributions permitted under participant elections upon change in control, death, disability, or termination .
Performance & Track Record
Company “pay versus performance” metrics:
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Company Total Shareholder Return (Value of $100) | $80.84 | $119.78 | $106.35 | $136.37 | $201.00 |
| S&P 500 BDC Index Total Shareholder Return (Value of $100) | $80.52 | $100.75 | $82.17 | $93.32 | $97.00 |
| Net Investment Income ($000) | $137,945 | $182,665 | $245,327 | $339,019 | $355,059 |
| Distributable Net Investment Income ($000) | $148,773 | $194,742 | $257,522 | $356,788 | $374,969 |
Additional operational highlights relevant to incentive decisions:
- Q2 2024: ROE of 16.1% annualized; TTM ROE of 18.5%; record NAV per share; regular monthly dividends increased and supplemental $0.30 dividend declared (continued pattern of increases) .
Compensation Structure Analysis
- Year-over-year pay mix shows rising equity and steady high variable cash aligned with strong Company performance: Base salary rose from $547,500 (2022) to $603,750 (2024); 2024 bonus was $2,550,000 (down modestly vs 2023); 2024 restricted stock grant fair value was $2,798,684; realized vesting value in 2024 was $2,459,124 .
- No options are granted to NEOs under the plan to date; equity incentives are predominantly restricted stock with multi-year vesting, enhancing retention and alignment .
- Company’s compensation practices emphasize long-term equity, clawbacks, and stock ownership guidelines, and avoid employment guarantees or severance/tax gross-ups, indicating pay-for-performance discipline within 1940 Act constraints .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval received 87% of votes cast; Committee reaffirmed compensation philosophies based on this feedback .
Investment Implications
- Alignment: Large unvested restricted stock (127,580 shares) with April 1 vest dates through 2029 and strict anti-hedging/pledging rules support retention and sustained alignment with shareholders; absence of options reduces run-rate dilution risk .
- Pay-for-performance: Compensation ties to discretionary assessment of cash distribution capacity (distributable NII), ROE, NAV trajectory, and realized gains, consistent with strong TSR and dividend growth in 2023–2024, indicating management confidence and execution against core objectives .
- Governance risk low: No employment agreements, severance, or tax gross-ups; robust clawback provisions and ownership guidelines mitigate misalignment; no pledge disclosures for Morris .
- Trading signals: Upcoming annual vesting tranches (Apr 1 each year) may create predictable liquidity events; however, insider selling pressure cannot be assessed without current Form 4 data. Form 4 retrieval was not available, so recent transaction analysis is not included; monitor filings around vesting and earnings windows .