David N. Miller
About David N. Miller
David N. Miller (age 49) is Chair of the Board (Class I; term expires 2026) and an Interested Director under the 1940 Act due to his role at Morgan Stanley; he has served on the MSDL board since 2019 and as Chair since October 2019 . He is Global Head of Private Credit & Equity at Morgan Stanley and a member of the MSIM operating committee; prior roles include President & CEO of Silver Bay Realty Trust, CIO of TARP at U.S. Treasury, and investment roles at Pine River, Two Harbors, HBK Investments, and Goldman Sachs; he holds an MBA (Harvard) and a BA magna cum laude (Dartmouth) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley Investment Management (MSIM) | Global Head of Private Credit & Equity; MSIM operating committee member | Since August 2016 | Senior leadership in private credit/equity |
| Silver Bay Realty Trust Corp. (public REIT) | President & Chief Executive Officer; co‑founder | 2012–January 2016 | Co‑founded to capitalize on residential housing dislocation |
| U.S. Department of Treasury (TARP) | Chief Investment Officer | 2008–2011 | Created crisis response investment programs; managed $700B portfolio |
| Pine River Capital Management | Managing Director | Prior to Silver Bay (dates not specified) | Investment strategy & new business development |
| Two Harbors Investment Corp. | Managing Director | Prior to Silver Bay (dates not specified) | Investment strategy & new business development |
| HBK Investments | Portfolio Manager | Prior to Treasury (dates not specified) | Opportunistic investments in debt/equity |
| Goldman Sachs Special Situations Group | Investment professional | Prior to Treasury (dates not specified) | Opportunistic investments in debt/equity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Morgan Stanley | Global Head of Private Credit & Equity | Since 2016 | Member of MSIM operating committee |
| MS BDCs (fund complex) | Chair of Boards (other MS BDCs) | Since their formation | Oversees six portfolios in fund complex |
| Other public company directorships | None | — | No other public or registered investment company directorships in past five years |
Board Governance
- Role and independence: Chair of the Board; Interested Director under Section 2(a)(19) of the 1940 Act due to affiliation with Morgan Stanley (the Adviser) .
- Board structure: No designated Lead Independent Director; governance mitigations include executive sessions of Independent Directors, and all committees comprised solely of Independent Directors .
- Committees and chairs: Audit (Chair: Bruce D. Frank; 4 meetings in 2024; all members are audit committee financial experts), Nominating & Corporate Governance (Chair: Joan Binstock; 4 meetings in 2024), Compensation (Chair: Kevin Shannon; 2 meetings in 2024) .
- Attendance: Board met five times in 2024; no incumbent Director attended fewer than 75% of Board and committee meetings; two Directors attended the 2024 annual meeting of stockholders .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Director cash retainer | $0 | No compensation is paid by the Company to any Interested Director |
| Committee membership/chair fees | $0 | Committees are comprised solely of Independent Directors; Interested Directors are not paid |
| Meeting fees | $0 | Interested Directors are not paid meeting fees |
| Equity or DSU grants | None disclosed | Company did not grant stock options or similar instruments in 2024 |
Performance Compensation
| Metric/Instrument | Structure | Applicable to Miller |
|---|---|---|
| Performance-based awards (bonus, PSU, option incentives) | Not utilized for Interested Directors | Not applicable; Company does not pay compensation to Interested Directors |
Other Directorships & Interlocks
| Item | Detail | Amount/Date |
|---|---|---|
| Other public company boards | None | — |
| Adviser relationship | Morgan Stanley affiliate; Investment Advisory Agreement renewed Aug 2024 by Board (incl. majority of Independent Directors) | Base management fees $25,479,043 (2024, net of waiver); income-based incentive fees $37,432,230 (2024) |
| Administrator relationship | Administration Agreement renewed Aug 2024; allocable expenses reimbursed | Admin expenses $215,691 (2024); $29,108 unpaid at 12/31/2024 |
| MS&Co IPO underwriting | MS&Co served as lead book‑runner for IPO | Underwriting fees $1,240,820 |
| MS&Co note placement | MS&Co initial purchaser of $350,000,000 6.15% notes due 2029 | Fees $210,180 |
Expertise & Qualifications
- 25+ years investing experience across public/private credit and equity; senior officer experience in finance companies .
- Crisis leadership: CIO of TARP, managed $700B portfolio; designed complex crisis response programs .
- Education: MBA, Harvard Business School; BA magna cum laude, Economics, Dartmouth College; Phi Beta Kappa .
- Board qualification rationale: Nominating & Corporate Governance Committee concluded his investing and senior leadership experience qualify him to serve as Director .
Equity Ownership
| Shares Beneficially Owned | Nature of Ownership | Percent of Outstanding |
|---|---|---|
| 12,168 | MSSB C/F David Nathan Miller IRA | Less than 1.0% of common stock (based on 87,920,526 shares at record date) |
Governance Assessment
- Chair is an Interested Director and the Board has no Lead Independent Director, elevating conflict risk; mitigants include independent-only committees and regular executive sessions of Independent Directors .
- Multiple related-party and affiliate transactions (Adviser fees; MS&Co underwriting and note placement) require robust oversight; Audit Committee reviews related party transactions quarterly and directors must disclose potential conflicts via annual questionnaires .
- Alignment considerations: Company’s Code of Ethics does not expressly prohibit hedging transactions in company stock, which can weaken ownership alignment for directors and employees .
- Engagement/attendance: Board met five times in 2024 with no directors below the 75% attendance threshold, but only two Directors attended the 2024 annual meeting, a potential investor‑engagement signal .
- Pay-for-performance: MSDL does not compensate Interested Directors, eliminating direct pay conflicts at the Company level for Miller; independent directors’ fee increases post‑IPO reflect market benchmarking, but are not applicable to Miller .