David Pessah

About David Pessah

David Pessah is Chief Financial Officer of Morgan Stanley Direct Lending Fund (MSDL) since December 11, 2023, and serves as CFO across the MS Private Credit BDC complex; he has been a Managing Director at Morgan Stanley Investment Management since December 2023 . He was 38 at appointment and is listed as age 39 in the 2025 proxy; education includes a B.S. in Accounting (University of Delaware) and an MBA in Finance (Baruch College) . Prior roles include CFO/Treasurer/Chief Accounting Officer of Goldman Sachs’ Private Credit BDC complex and earlier auditor experience at Ernst & Young LLP . MSDL’s proxies do not disclose TSR, revenue, or EBITDA growth metrics tied to his compensation; executive officers do not receive direct compensation from the Company (compensation for reporting/compliance is paid by the Administrator and reimbursed by MSDL) .

Past Roles

External Roles

Fixed Compensation

• None of MSDL’s executive officers receive direct compensation from the Company; compensation for financial reporting and compliance functions is paid by MS Private Credit Administrative Services LLC (Administrator) and MSDL reimburses an allocable portion .
• MSDL does not currently have employees; the Company pays its allocable portion of the cost of the CFO and Chief Compliance Officer under the Administration Agreement .

Performance Compensation

• No Company equity awards or option grants disclosed for FY2024; “We did not grant awards of stock options, stock appreciation rights or similar option-like instruments during the fiscal year ended December 31, 2024.”
• No Company PSU/RSU grants, targets, or executive performance metrics disclosed; executive officers’ pay is not set or paid by the Company .

Equity Ownership & Alignment

• Beneficial ownership: 2,000 shares of MSDL common stock; less than 1% of shares outstanding (2024 and 2025 proxies) .
• No disclosure of pledged shares, hedging, or ownership guideline requirements for executive officers in the proxies reviewed .

(*) Proxies denote “Represents less than 1.0%” for individual line items .

Employment Terms

• Appointment: CFO effective December 11, 2023; no family relationships; no transactions requiring Item 404(a) related party disclosure .
• Contract economics: No executive employment agreement terms (severance multiples, change-of-control triggers, non-compete/non-solicit, garden leave, clawbacks, tax gross-ups) disclosed in 8-Ks or proxies reviewed .
• Governance roles: Named proxy for shareholder meetings (with Orit Mizrachi) per proxy materials .

Performance & Track Record

• Financing execution: As CFO, Pessah executed Company and affiliate financing documents, including Amendment No. 6 to Revolving Credit and Security Agreement (Sept 24, 2025) and CLO-related agreements (North Haven Private Credit CLO 1 LLC) .
• Recent proxies do not attribute TSR or operating metrics directly to executive compensation outcomes; the Company’s adviser receives base management and incentive fees per the Investment Advisory Agreement .

Compensation Structure Analysis

• Increase in guaranteed pay vs at-risk pay: Not applicable; executives are not directly compensated by the Company .
• Shift from options to RSUs: No Company equity awards or options granted in FY2024 .
• Pay-for-performance link: Executive compensation is paid by the Administrator and reimbursed; Company-level incentive constructs (base/investment income and capital gains incentive fees) accrue to the Adviser, not to individual executives .

Related Party Transactions and Governance

• Advisory/administration arrangements: Company pays base management and incentive fees to Adviser, and reimburses Administrator for allocable expenses, including CFO costs; fee amounts disclosed for FY2024 (e.g., base management fees $25,479,043 net of waiver; income-based incentive fees $37,432,230) .
• No Item 404(a) related party transactions involving Pessah disclosed at appointment .

Compensation Peer Group and Say‑on‑Pay

• Peer group for executive pay: Not disclosed for executives; independent director compensation referenced and adjusted post-IPO .
• Say‑on‑pay: Not presented in reviewed proxies; “Submission of Matters” filings reviewed do not include say‑on‑pay proposals in the excerpts referenced .

Investment Implications

• Alignment: Direct share ownership is minimal (2,000 shares, <1%), and executives are not compensated by the Company; alignment with shareholder outcomes is primarily through the platform’s performance and continued access to capital rather than Company-paid incentives .
• Selling pressure: No Company equity grants or vesting schedules; absence of Company-based RSUs/PSUs/options reduces insider selling pressure from scheduled vesting events .
• Retention risk: No severance or change-of-control terms disclosed; retention relies on MSIM/Administrator employment terms and platform career progression rather than Company-specific contracts, which may limit golden-parachute risk but also reduces disclosed retention incentives .
• Execution capability: CFO signatures across credit facility amendments and CLO documentation indicate involvement in capital markets operations supportive of funding stability and portfolio execution—positive for liquidity and financing reliability .
• Governance: External management model concentrates economics at the Adviser; investors should monitor advisory fee structure and Board oversight of fees and administration renewals to assess pay-for-performance and potential misalignment .