Adam Metz
About Adam Metz
Adam Metz, 63, is an Independent Director of Morgan Stanley Direct Lending Fund (MSDL), serving since October 2019 and currently a Class III director whose term was up for election at the 2025 annual meeting; he was nominated to serve until the 2028 annual meeting if elected . He brings over 40 years of real estate industry experience, including senior operating roles and board leadership across global property markets; he holds a Bachelor’s degree from Cornell University and a Masters of Management from Northwestern University . Metz serves on three key Board committees (Audit; Nominating & Corporate Governance; Compensation) and has been designated an “audit committee financial expert,” reflecting deep finance and valuation expertise . He oversees six portfolios in the MS BDC fund complex, indicating broad governance exposure across affiliated vehicles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seritage Growth Properties (NYSE: SRG) | Chairman of the Board; named Interim CEO (effective April 11, 2025) | Interim CEO named March 28, 2025; effective Apr 11, 2025 | Board leadership; executive transition oversight |
| Hammerson PLC | Director | Since July 2019 | Governance at British property company |
| The Carlyle Group | Head of International Real Estate; Management Committee member | Oct 2013–Apr 2018 | Led global real estate investing; senior leadership |
| TPG Real Estate | Senior Advisor | Not disclosed | Strategic advisory in real estate |
| General Growth Properties | Chief Executive Officer | Not disclosed | Led one of the largest and most successful REIT bankruptcies/restructurings |
| Polaris Capital, LLC | Co-founder | Not disclosed | Built real estate investment platform |
| Rodamco North America | EVP & Chief Investment Officer | Not disclosed | Investment leadership |
| Urban Shopping Centers | President & Chief Financial Officer | Not disclosed | Corporate finance and operations leadership |
| JMB Realty | Vice President, Capital Markets | Not disclosed | Capital markets execution |
| The First National Bank of Chicago | Corporate Lending Officer, Commercial Real Estate Lending | Not disclosed | Real estate lending experience |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Seritage Growth Properties (NYSE: SRG) | Director; Chairman of the Board; Interim CEO | Director since March 2022; Interim CEO effective Apr 11, 2025 | Expanded responsibility and potential time-commitment considerations |
| Hammerson PLC | Director | Since July 2019 | Public company directorship (UK) |
| Cornell University (Real Estate Program) | Advisory Board | Not disclosed | Academic advisory role |
| Northwestern University (Real Estate Program) | Advisory Board | Not disclosed | Academic advisory role |
| Smithsonian Hirshhorn Museum & Sculpture Garden | Board of Trustees, Vice Chair | Not disclosed | Non-profit governance |
| Galata Acquisition Corp. | Independent Director | Jun 2021–Jul 2023 | SPAC board tenure |
| Forest City Enterprises | Independent Director | Apr 2018–Dec 2018 | Public REIT board |
| Parkway Properties; Aliansce Shopping Centers S.A.; AMLI Residential Properties Trust; Bally Total Fitness Holding Corp.; Chia’sso Acquisition LLC | Independent Director | Not disclosed | Prior governance roles |
Board Governance
- Independence: The Board determined Metz is not an “interested person” under the 1940 Act and meets NYSE independence standards; he serves on the Audit, Nominating & Corporate Governance, and Compensation Committees .
- Committee structure and leadership: Audit Committee chaired by Bruce D. Frank; Nominating & Corporate Governance Committee chaired by Joan Binstock; Compensation Committee chaired by Kevin Shannon; Metz is a member of all three .
- Audit committee financial expertise: Metz is designated an “audit committee financial expert” under Item 407 of Regulation S-K, supporting valuation and oversight rigor .
- Meetings and attendance: In 2024, the Board met five times; no incumbent director attended fewer than 75% of Board and committee meetings; two directors attended the 2024 annual meeting of stockholders .
- Committee activity levels in 2024: Audit (4 meetings); Nominating & Corporate Governance (4); Compensation (2) .
- Policies: Insider Trading Policy governs trading by directors; the joint Code of Ethics permits hedging transactions (not expressly prohibited), which is a potential alignment concern .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual retainer (Independent Directors; post-IPO) | $125,000 | Effective after the January 26, 2024 IPO; prorated for partial year |
| Audit Committee Chair fee | $15,000 | Paid to committee chair; Metz is not chair |
| Meeting fees (pre-IPO structure) | $2,000 in-person Board; $1,000 telephonic Board; $1,000 in-person committee; $500 telephonic committee | Pre-IPO policy (paid only if committee meeting not same day as regular Board meeting) |
| Total compensation from MSDL (FY 2024) | $122,703 | Actual cash compensation paid to Metz |
| Total compensation from Fund Complex (FY 2024) | $374,945 | Across six affiliated BDCs |
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Stock options granted (FY 2024) | None | No awards of stock options, SARs or similar instruments in 2024 |
| Equity awards to directors | Not disclosed | Proxy details emphasize cash retainers/fees; no director equity grant schedule disclosed |
The Compensation Committee is fully independent and met twice in 2024; it oversees compensation paid directly by MSDL, but executive officers are not compensated directly by the Company, limiting performance-pay complexity at the issuer level .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Consideration |
|---|---|---|
| Seritage Growth Properties (NYSE: SRG) | Director; Chairman; Interim CEO | Potential time-commitment and role-conflict considerations should be monitored; no MSDL-related transaction disclosures with SRG noted in proxy |
| Hammerson PLC | Director | External property market exposure; no MSDL-related transaction disclosures noted |
Related party governance: Audit Committee conducts quarterly reviews of potential related party transactions; Directors must notify compliance/legal, and annual questionnaires are used to surface conflicts . Morgan Stanley & Co. LLC, an affiliate of the adviser, received underwriting and placement fees related to MSDL’s IPO and notes issuance, highlighting affiliate transaction oversight needs (Board renewals of advisory/administration agreements approved in Aug 2024) .
Expertise & Qualifications
- Real estate and finance leadership: 40+ years across operating, investment, and restructuring roles, including CEO of GGP during its landmark REIT restructuring .
- Financial oversight: Audit committee financial expert designation; service on valuation and audit oversight at MSDL .
- Education: Bachelor’s (Cornell); Masters of Management (Northwestern) .
- Fund complex oversight: Oversees six portfolios across MS BDC complex .
Equity Ownership
| Measure | Value |
|---|---|
| Dollar Range of Common Stock Beneficially Owned in MSDL | Over $100,000 |
| Aggregate Dollar Range of Equity Securities Beneficially Owned in MS BDC Fund Complex | Over $100,000 |
Ownership notes: Dollar ranges reflect stock price at record date; no disclosures of pledged shares; the Code of Ethics does not expressly prohibit hedging, a misalignment risk to monitor .
Governance Assessment
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Strengths:
- Independent director with multi-committee service and audit financial expert designation, enhancing board effectiveness in valuation, audit, and compensation oversight .
- Strong attendance culture in 2024; no director below 75% across Board/committee meetings; active committees met multiple times .
- Broad governance experience across public company boards and complex restructuring credentials (GGP), useful for credit risk and workout oversight .
-
Watch items / RED FLAGS:
- Hedging permitted under Code of Ethics (not expressly prohibited) can weaken ownership alignment and pay-for-performance optics for directors .
- Only two directors attended the 2024 annual meeting of stockholders, which may signal limited engagement with shareholder-facing events .
- Extensive external responsibilities (Chairman and Interim CEO at SRG, director at Hammerson) could create time-commitment pressures; monitor for potential conflicts if MSDL engages with counterparties connected to these entities (no specific related-party transactions disclosed) .
- Affiliate transactions (MS&Co underwriting/placement fees; adviser/admin agreements) require ongoing independent director scrutiny to ensure investor-protective terms .
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Overall view:
- Metz’s independence, committee breadth, and finance expertise support board effectiveness at a lender with complex valuation/credit decisions. Policy choices on hedging and limited annual meeting attendance warrant engagement with the Nominating & Governance Committee to strengthen alignment and investor confidence .