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John E. Jackson

Lead Independent Director at Main Street CapitalMain Street Capital
Board

About John E. Jackson

John E. Jackson (age 66) has served on Main Street Capital Corporation’s board since 2013 and is classified as an independent director under the 1940 Act and NYSE standards . He is the Board’s Lead Independent Director, presiding over executive sessions and liaising between independent directors and management, and is designated an “audit committee financial expert” by the Board . Jackson is the former President & CEO of CSI Compressco LP (served 2021–April 2024) and previously led Spartan Energy Partners, with a long track record in energy services, midstream, and industrial services leadership roles .

Past Roles

OrganizationRoleTenureCommittees/Impact
CSI Compressco LP (NASDAQ: CCLP)President & CEO2021–Apr 2024Led the business through post-2021 restructuring; energy compression services/equipment
Spartan Energy PartnersPresident & CEOPrior to Jan 2021 (acquired GP of CSI Compressco)Executive leadership prior to CSI Compressco restructuring into CCLP (Nov 2021)
Seitel, Inc. (private)DirectorAug 2007–presentOnshore seismic data provider; board service ongoing
Basic Energy Services, Inc. (NYSE: BAS)DirectorDec 2016–Dec 2021Audit Committee Chair; member of Compensation Committee
CNX Midstream Partners (NYSE: CNXM/CNNX)DirectorJan 2015–Sep 2020 (sale)Audit Committee member
Price Gregory Services, Inc.Chairman, CEO & PresidentFeb 2008–Oct 2009 (sale)Led pipeline infrastructure firm to sale
Hanover Compressor (now Exterran/Archrock)Director; President & CEO; CFODirector Jul 2004–May 2010; CEO Oct 2004–Aug 2007; CFO Jan 2002–Oct 2004Executive and director leadership across finance/operations

External Roles

Company/InstitutionRoleStatus/StartNotes
Seitel, Inc. (private)DirectorSince Aug 2007Private onshore seismic data provider in North America
Public company boardsCurrentNone disclosed currently (prior roles at BAS, CNX Midstream)

Board Governance

AttributeDetails
IndependenceBoard determined Jackson independent under 1940 Act and NYSE standards
Lead Independent DirectorPresides over executive sessions; sets agendas with management; liaison to Chairman/CEO; contact listed for stockholders
CommitteesAudit Committee (member); Compensation Committee (member)
Audit Committee Financial ExpertBoard determined Jackson is an “Audit Committee financial expert”
AttendanceAll incumbent directors attended ≥75% of Board/committee meetings in 2024; all then‑serving directors attended 2024 annual meeting in person
Board activityBoard met 5 times; acted by unanimous written consent 28 times in 2024

Fixed Compensation

Component (2024)AmountNotes
Annual director cash retainer$200,000Standard non‑employee director retainer
Lead Independent Director retainer$45,000Additional annual retainer for Lead Independent Director
Audit Committee member fee$17,500Annual committee member retainer (non‑chair)
Compensation Committee member fee$12,500Annual committee member retainer (non‑chair)
Total Cash Fees (reported)$275,000Sum aligns with reported “Fees Earned or Paid in Cash” for Jackson in 2024
Meeting feesNone (generally)No per‑meeting fees absent exceptionally high meeting volume

Director compensation earned in 2024:

NameFees Earned or Paid in CashStock Awards (Grant‑Date FV)Total
John E. Jackson$275,000 $30,019 (590 restricted shares) $305,019

Deferred Compensation Plan activity (2024):

Name2024 Director Contributions2024 Aggregate EarningsAggregate Balance at 12/31/2024
John E. Jackson$90,000 $771,598 $2,455,019

Performance Compensation

Equity AwardGrant DateSharesGrant‑Date Fair ValueVesting
Annual Director Restricted StockMay 6, 2024590 $30,019 Vests 100% on May 5, 2025 (day of Annual Meeting) if in continuous service
  • No performance metrics are tied to non‑employee director pay; equity is a fixed‑value annual grant under the 2022 Non‑Employee Director Plan .
  • Hedging and pledging by directors are prohibited under the insider trading policy (pledging only in limited pre‑approved cases), supporting alignment .

Other Directorships & Interlocks

AspectDetail
Other public company directorships (current)None disclosed currently; prior service at Basic Energy Services and CNX Midstream
Committee interlocksCompany disclosed no Compensation Committee interlocks or insider participation for 2024
Independence vs transactionsBoard reviewed relevant transactions and determined no impact on independence of directors, including Jackson

Expertise & Qualifications

  • Designated Audit Committee “financial expert”; deep finance background including CFO and CEO roles in energy services/midstream, plus audit chair experience at Basic Energy Services .
  • Extensive M&A, corporate finance, and operational leadership across multiple public/private companies; long sector experience in energy and industrial services .

Equity Ownership

HolderBeneficially Owned SharesNotes
John E. Jackson74,661Includes 1,904 shares held by spouse and 42,257 phantom stock units in the Deferred Compensation Plan; less than 1% of outstanding shares
Director RSUs (unvested at 12/31/2024)5902024 grant scheduled to vest May 5, 2025
Ownership guidelinesDirectors must hold a multiple of annual cash retainer within 5 years; applies to non‑employee directors
Hedging/pledgingProhibited (pledging only in limited pre‑approved cases) under insider trading policy

Governance Assessment

  • Strengths and positive signals

    • Lead Independent Director with clear authority and responsibilities; strong independence posture .
    • Audit Committee financial expert and member of both Audit and Compensation Committees; Board confirms independent status .
    • Strong engagement: Board/committee attendance thresholds met in 2024; full annual meeting attendance .
    • Director pay structure balanced toward fixed retainers plus modest annual equity; ability to defer cash into phantom units further aligns with shareholders .
    • Company-wide guardrails: robust hedging/pledging prohibitions; ownership guidelines; clawback policy (NEOs) .
  • Potential watch items

    • Long tenure (since 2013) can raise refreshment considerations for some investors, though balanced by committee roles and leadership as Lead Independent Director .
    • Company manages external advisory/affiliated fund relationships with co‑investment and valuation oversight; Board noted no impact on director independence and maintains policies to manage conflicts .
  • Shareholder feedback and Say‑on‑Pay context

    • 2024 Say‑on‑Pay (covering 2023 compensation) received 87% support, indicating generally favorable investor views on compensation/governance framework .
  • Compliance and disclosure hygiene

    • Company reported directors and officers complied with Section 16(a) reporting requirements in 2024 (no delinquencies) .