Bruce D. Frank
About Bruce D. Frank
Independent director since October 2019; age 71. Chair of MSDL’s Audit Committee and member of the Nominating & Corporate Governance and Compensation Committees. Former senior audit partner at Ernst & Young’s real estate practice (1997–2014) and earlier at KPMG (17 years). B.S. in Accounting from Bentley University; Certified Public Accountant (NY) and AICPA member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Senior Partner, Real Estate Assurance | Apr 1997–Jun 2014 | Led IPO and acquisition transaction assurance; global public/private clients |
| KPMG LLP | Various roles (Assurance) | ~17 years prior to 1997 | Audit experience across financial services/real estate |
| VEREIT, Inc. | Director | Jul 2014–Mar 2017 | Real estate operator board service |
| ACRE Realty Investors Inc. | Director | Nov 2014–Dec 2018 | Real estate investment/operator board service |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Landsea Homes Corporation (NYSE: LSEA) | Chairman of the Board | Jan 2015–present | Chair Nominating & Governance; Member Audit, Compensation |
| MS BDCs (Fund complex listed in proxy) | Audit Chair, Director | Since formation | Consistent audit oversight across six BDCs |
Board Governance
- Committee assignments: Audit Committee Chair; member of Nominating & Corporate Governance and Compensation Committees .
- Independence and expertise: Determined “Independent” under 1940 Act and NYSE; Audit Committee Financial Expert per Item 407 of Reg S‑K .
- Meeting cadence and attendance:
- Board met 5 times in 2024; no incumbent director below 75% attendance .
- Audit Committee met 4 times in 2024; Nominating & Governance met 4; Compensation met 2 .
- Board met 8 times in 2023; no director below 75% attendance .
- Leadership structure: Board chaired by an Interested Director (David N. Miller); no lead Independent Director; Independent directors hold regular executive sessions; all standing committees comprised solely of independent directors .
| Governance Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Board Meetings (count) | 7 | 6 | 8 | 5 |
| Audit Committee Meetings (count) | 8 | 7 | 4 | 4 |
| Nominating & Governance Meetings (count) | — | — | 2 | 4 |
| Compensation Committee Meetings (count) | — | — | — | 2 |
| Attendance threshold disclosure | ≥75% met | ≥75% met | ≥75% met | ≥75% met |
Fixed Compensation
- Pre-IPO structure (through Jan 26, 2024): Annual fee $75,000–$75,500; meeting fees ($2,000 in-person/$1,000 telephonic for Board; $1,000/$500 for committee if not same day); Audit Chair additional $7,500 .
- Post-IPO (from Jan 26, 2024): Annual fee $125,000; Audit Chair additional $15,000; reasonable out-of-pocket expenses reimbursed .
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Bruce D. Frank – Total Compensation from Company ($) | 90,500 | 95,000 | 82,500 | 137,209 |
| Bruce D. Frank – Total Compensation from Fund Complex ($) | 157,490 | 287,500 | 302,733 | 414,254 |
Compensation Committee context: Committee comprised solely of independents; chaired by Kevin Shannon; met twice in 2024; executives are not paid directly by the company, so no executive compensation report is produced .
Performance Compensation
- No director equity grants or options; Company reported no option-like awards in FY 2024; director pay structured as fixed cash fees (retainer/chair), not performance-conditioned . | Performance-Linked Element | Status | |---|---| | RSUs/PSUs for directors | None disclosed | | Stock options for directors | None granted in FY 2024 | | Cash bonus tied to metrics | Not disclosed/applicable for directors |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Landsea Homes Corporation | Homebuilding | Chairman; committee roles noted above | No MSDL-related transactions disclosed; monitor if MSDL extends credit to homebuilding borrowers |
| VEREIT, Inc. (prior) | REIT | Director (2014–2017) | Historical; no current interlock |
| ACRE Realty Investors Inc. (prior) | Real Estate | Director (2014–2018) | Historical; no current interlock |
Expertise & Qualifications
- CPA; audit and valuation oversight expertise; deemed Audit Committee Financial Expert by MSDL Board .
- 35+ years of assurance experience including IPOs and acquisition transactions; deep real estate and capital markets background relevant to BDC portfolio valuation and auditor oversight .
Equity Ownership
| Ownership Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Dollar range of MSDL common stock beneficially owned | $10,001–$50,000 | $50,001–$100,000 | $50,001–$100,000 |
| Aggregate dollar range in fund complex | $50,001–$100,000 | Over $100,000 | Over $100,000 |
| Shares beneficially owned (record) | — | — | 3,695; via MSSB C/F Bruce Frank IRA; <1% of shares outstanding |
Insider trading activity:
| Date (Filing/Txn) | Type | Shares | Price ($) | Post-Txn Holding | Ownership Type | SEC Link |
|---|---|---|---|---|---|---|
| 2025-11-12 / 2025-11-10 | Open market purchase (P) | 600 | 16.405 | 4,387 | Indirect (I) |
Investor Signals
- 2025 director election vote: Bruce D. Frank received 18,768,985 “For” and 9,626,046 “Withhold” (broker non-votes 37,286,314). Auditor ratification passed with 64,223,117 “For” .
| Vote Item (2025 Annual Meeting) | For | Withhold/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Bruce D. Frank | 18,768,985 | 9,626,046 | — | 37,286,314 |
| Elect Adam Metz | 17,575,996 | 10,819,035 | — | 37,286,314 |
| Ratify Deloitte (FY 2025) | 64,223,117 | 866,607 | 591,621 | — |
Governance Assessment
- Strengths:
- Independent director with deep audit/valuation expertise; designated Audit Committee Financial Expert; chairs Audit Committee across fund complex .
- Robust committee activity and attendance disclosures; no incumbent director below 75% attendance; Audit Committee met 4x in 2024, Board 5x .
- Clear pre-approval controls over auditor services; Audit Chair delegated pre-approval authority with reporting back to committee .
- Alignment:
- Owns MSDL shares (IRA), dollar range $50,001–$100,000; increased from prior year range; recent open market purchase suggests confidence alignment .
- Compensation mix:
- Post-IPO shift to higher fixed cash retainer ($125k) and higher Audit Chair fee ($15k) vs pre-IPO $75k/$7.5k; no equity awards or performance-conditioned pay for directors .
- Potential conflicts and RED FLAGS:
- Board chaired by an Interested Director; no lead Independent Director, though mitigated by independent-only committees and executive sessions .
- Joint Code of Ethics does not expressly prohibit hedging/derivative strategies by directors or employees—potential alignment concern if used; monitor compliance and any hedging disclosures .
- Related-party transactions exist with Morgan Stanley affiliates (underwriting/placements), but no director-specific related-party transactions disclosed; Audit Committee reviews related parties quarterly .
- Engagement:
- Serves additionally on Nominating & Governance and Compensation Committees; N&G met 4x and Compensation met 2x in 2024, evidencing active governance involvement .