Ryan Nelson
Main Street CapitalAbout Ryan Nelson
Ryan R. Nelson, age 42, is Chief Financial Officer and Treasurer of Main Street Capital, serving since August 12, 2024; he is a certified public accountant who joined Main Street in December 2022 and previously served as Vice President of Finance, then Vice President, Chief Accounting Officer and Assistant Treasurer before his promotion . Prior experience includes leadership roles at Conn’s, Inc. (which filed for Chapter 11 on July 23, 2024), EnLink Midstream Partners, and KPMG LLP . Company performance metrics tied to executive compensation emphasize return on equity, distributable net investment income (DNII), total dividends, and realized gains/losses; in 2024 the company reported $355,059k Net Investment Income and $374,969k DNII and a cumulative TSR value of $201 on a $100 initial investment for the performance table period, which informed bonus decisions under committee discretion .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Main Street Capital | CFO & Treasurer | Since Aug 2024 | Finance leadership; oversight of treasury and reporting |
| Main Street Capital | VP, Chief Accounting Officer & Assistant Treasurer | Mar 2023–Aug 2024 | Led accounting and assistant treasury functions |
| Main Street Capital | VP of Finance | Dec 2022–Mar 2023 | Finance leadership during onboarding phase |
| Conn’s, Inc. | VP & Chief Accounting Officer | ~4 years (prior to Main Street) | Led accounting; Conn’s filed Chapter 11 on 7/23/2024 |
| EnLink Midstream Partners (ENLC) | Accounting leadership roles | ~7 years | Led accounting initiatives in midstream energy |
| KPMG LLP | Started career | Not disclosed | Public accounting foundation |
External Roles
No external public-company board roles disclosed in the proxy for Mr. Nelson .
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 365,937 | 15,525 | All Other includes 401(k) match and concierge medical reimbursement; no club reimbursement for Nelson |
Performance Compensation
Annual Cash Bonus (Discretionary)
| Year | Cash Bonus ($) | Determination Basis | Key Performance Metrics Considered | Weighting | Targets | Actuals |
|---|---|---|---|---|---|---|
| 2024 | 400,000 | Compensation Committee discretion based on corporate and individual performance | ROE %, DNII, total dividends, realized gains/losses | Not disclosed (restricted by 1940 Act) | Not disclosed | Company 2024 NII $355,059k and DNII $374,969k; TSR table value $201 (period starting 2019) |
Restricted Stock Awards (2024 Grants)
| Grant Date | Shares Granted | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|
| Apr 1, 2024 | 7,049 | 330,739 | Vests ratably over 3 years; certain awards vest over 5 years—Nelson has 5,181 shares on 5-year schedule |
| Aug 12, 2024 | 3,012 | 145,630 | Promotion grant tied to CFO appointment; ratable vesting per plan |
Equity Awards Vested in 2024
| Shares Acquired on Vesting | Value Realized ($) |
|---|---|
| 1,329 | 62,357 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 13,713 shares; less than 1% of outstanding |
| Unvested Restricted Stock (12/31/2024) | 12,721 shares; market value $745,196 |
| Upcoming Vesting Schedule | 3,991 (Apr 1, 2025); 3,993 (Apr 1, 2026); 2,663 (Apr 1, 2027); 1,037 (Apr 1, 2028); 1,037 (Apr 1, 2029) |
| Options | Company did not grant options in 2024; no options currently exercisable within 60 days |
| Dividends/Voting on RS | Restricted shares entitled to dividends and voting rights from grant date |
| Stock Ownership Guidelines | Executives must reach a multiple of base salary within 5 years; measured on prior-year average share price |
| Hedging/Pledging | Hedging and pledging prohibited except limited pre-approved circumstances; insider trading policy enforced |
| Clawbacks | NYSE Rule 10D-1 clawback for erroneously awarded incentive comp; RS grants include additional clawback for certain conduct (e.g., cause, non-compete/solicit/NDAs, restatements) |
Employment Terms
- No employment agreements, no contractual cash severance, no supplemental defined benefit pensions, and no tax gross-ups for NEOs .
- Change-in-control and termination treatment: unvested restricted stock fully vests upon certain change-in-control transactions, death, or disability; partial vesting upon involuntary termination without cause or voluntary termination with good reason; for Nelson, 5,181 unvested shares would not vest under involuntary/good reason terms (balance subject to partial vesting per award) .
- Deferred Compensation Plan balances may be distributed upon change in control, death, disability, or termination based on elections; aggregate balances for NEOs are disclosed in proxy under Nonqualified Deferred Compensation (not specific amounts for Nelson in excerpts) .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total $1,257,831 comprised of salary $365,937, cash bonus $400,000, and stock awards $476,369, plus other $15,525; equity is meaningful but cash remains a significant component for a newly appointed CFO .
- Incentive design: No formulaic targets or weights due to 1940 Act; Committee used discretion across ROE, DNII, dividends, realized gains/losses, and individual objectives .
- 2024 positive drivers: record total investment income, NII, DNII; favorable fair value appreciation; record net income; NAV per-share growth; dividend increases; conservative leverage and operating expense profile; IG ratings maintained .
- 2024 negative factors considered: realized losses; higher non-accruals; higher paid-in-kind income; lower LMM portfolio growth vs prior periods; Committee judged negatives less significant than positives .
- Option risk: No options granted; reduces repricing risk .
Equity Vesting and Potential Selling Pressure
| Vest Date | Shares Scheduled to Vest |
|---|---|
| Apr 1, 2025 | 3,991 |
| Apr 1, 2026 | 3,993 |
| Apr 1, 2027 | 2,663 |
| Apr 1, 2028 | 1,037 |
| Apr 1, 2029 | 1,037 |
- These ratable vesting events can create periodic liquidity for the executive; company policy prohibits speculative trading and hedging, and pledging requires pre-approval, which mitigates immediate selling pressure risk .
Investment Implications
- Alignment: Nelson’s equity grants are multi-year with dividends and voting rights, and stock ownership guidelines require building and maintaining ownership within five years; hedging/pledging prohibitions and robust clawbacks strengthen alignment and discipline .
- Retention risk: Material unvested shares through 2029 provide retention incentive; absence of contractual cash severance reduces departure costs but partial vesting upon certain terminations moderates retention leverage .
- Pay-for-performance: 2024 bonus and grants reflect strong firm performance across NII/DNII, TSR, dividends, and NAV growth under a discretionary framework necessitated by the 1940 Act; monitor ongoing Committee discretion and any shifts in cash/equity mix as tenure advances .
- Red flags: No options (low repricing risk); no tax gross-ups; no disclosed pledging; prior employer’s Chapter 11 is a background data point not attributed to Nelson’s performance; continued adherence to insider trading and ownership policies is key .