Vincent D. Foster

About Vincent D. Foster

Vincent D. Foster (age 68) is Chairman of Main Street Capital’s Board, serving since 2007; he was CEO (2007–Nov 2018), President (2012–2015), Executive Chairman (Nov 2018–Dec 2021), and a senior advisor (2022–May 2024). He is designated an “interested” director under the 1940 Act due to his current and prior positions at the company and serves as a non‑employee member of the management investment committee since May 2024; he is a CPA with a 19‑year Arthur Andersen career leading Corporate Finance/M&A in the Southwest U.S. .

Past Roles

External Roles

Board Governance

• Independence and role: Foster is an “interested” director under the 1940 Act due to current/prior positions at MAIN; he serves as non‑executive Chairman. The Board has a Lead Independent Director (John E. Jackson) who presides over executive sessions and coordinates agendas and communications with management .
• Committee structure: All standing committees (Audit, Compensation, Nominating & Corporate Governance) are composed entirely of independent directors; Foster is not a member of these committees .
• Committee assignments (current as of record date): Audit—Griffin (Chair), Jackson, Solcher; Compensation—Solcher (Chair), Jackson, Lane, Shive; Nominating & Corporate Governance—Lane (Chair), Shive, Griffin .
• Attendance and engagement: In 2024 the Board met 5 times and acted by unanimous written consent 28 times; all incumbent directors attended at least 75% of Board and committee meetings and all then‑serving directors attended the 2024 annual meeting in person .
• Governance practices: Majority‑independent Board, regular independent executive sessions, stock ownership guidelines, clawback policy, and prohibitions on hedging/pledging (with limited, pre‑approved exceptions) .

Fixed Compensation (Director)

Performance Compensation (Director)

Note: 1940 Act restrictions limit use of formulaic company performance goals for executive incentive pay; director equity under the Non‑Employee Director Plan is time‑vested, not tied to TSR/financial metrics .

Other Directorships & Interlocks

Expertise & Qualifications

• CPA; 19 years at Arthur Andersen, Partner (1988–1997); led Corporate Finance & M&A for the Southwest; extensive experience in M&A, finance, tax, and governance .
• Deep company knowledge as founder/co‑manager of predecessor funds and long‑tenured CEO/Chairman .
• Broad public company board experience; current service on PWR audit and investment committees .

Equity Ownership

Governance Assessment

• Strengths

  • Majority‑independent Board; all committees fully independent; robust lead independent director structure and regular executive sessions support oversight of an “interested” Chairman .
  • Formal stock ownership guidelines, anti‑hedging/anti‑pledging policy, and a clawback framework reinforce alignment and risk controls .
  • Board activity/engagement strong in 2024 (5 meetings; 28 unanimous written consents; >75% attendance for all incumbents) .
  • Say‑on‑pay 2024 support at 87% suggests investor acceptance of compensation philosophy .

• Risks and potential conflicts

  • RED FLAG: Chairman is an “interested person” and serves as a non‑employee member of the management investment committee—this dual role may blur board/management lines and merits continued strong lead‑independent counterweights and committee independence .
  • Co‑investment program and External Investment Manager fee structures (including performance‑based fees at affiliates) create allocation incentives; mitigated by SEC exemptive order conditions and independent director oversight but remain a standing conflict to monitor .
  • Director pay mix is heavily cash‑based for the Chair (approx. $380k cash vs $30k equity for 2024), reducing sensitivity to stock performance relative to larger equity grants; equity awards are time‑vested rather than performance‑conditioned .

• Net view for investor confidence

  • Governance architecture (independent committees, lead independent director, policies) is designed to offset an “interested” Chair. Oversight of related‑party dynamics (External Investment Manager, co‑investments, MSC Income share plan) is explicit and subject to independent approval, but remains a core area for ongoing diligence .

Appendix: Committee Roster (Record Date)