Gauranga Pal
About Gauranga Pal
Gauranga Pal is Chief Compliance Officer (CCO) of Morgan Stanley Direct Lending Fund (MSDL) and the other MS BDCs, appointed in May 2023; he also serves as an Executive Director at Morgan Stanley Investment Management (MSIM). He is 47 and oversees compliance across six portfolios in the fund complex; prior roles include Managing Director and Head of Investments Compliance at Blue Owl Capital (Mar 2021–Feb 2023) and Vice President/Senior Compliance Officer at Goldman Sachs (Jan 2005–Feb 2021). Education: Bachelor of Technology in Chemical Engineering (IIT Kanpur) and MBA (City University of New York). Company proxy and filings do not disclose executive performance-tied metrics (e.g., TSR, revenue/EBITDA growth) for Mr. Pal or other executive officers; his governance role includes delivering an annual compliance report and meeting in executive session with Independent Directors at least once per year.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Blue Owl Capital | Managing Director; Head of Investments Compliance | Mar 2021 – Feb 2023 | Led investments compliance for private credit platform (role as disclosed) |
| Goldman Sachs | Vice President; Senior Compliance Officer | Jan 2005 – Feb 2021 | Senior compliance oversight across GS businesses (role as disclosed) |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Morgan Stanley Investment Management (MSIM) | Executive Director | Since 2023 | Executive leadership; serves concurrently as CCO across six MS BDC portfolios |
Fixed Compensation
- None of MSDL’s executive officers receive direct compensation from the Company; CFO/CCO costs are borne by the Administrator (MS Private Credit Administrative Services LLC) and reimbursed by MSDL on an allocable basis. Specific base salary, bonus, equity award values, severance, or change-of-control terms for Mr. Pal are not disclosed by MSDL.
- MSDL did not grant stock options or similar instruments during FY 2024.
| Component | Disclosure at MSDL |
|---|---|
| Base salary | Not disclosed; executives not paid directly by MSDL |
| Target/actual bonus | Not disclosed; executives not paid directly by MSDL |
| Stock awards (RSUs/PSUs) | Not disclosed; no company-level executive equity awards described |
| Options (strike, expiry, vesting) | No options granted in FY 2024 |
| Severance / Change-of-control | Not disclosed |
| Clawbacks / tax gross-ups | Not disclosed |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Executive incentive metrics | Not disclosed; Compensation Committee notes executives not compensated directly by MSDL; no report produced | — | — | — | — |
| Notes | The Compensation Committee is responsible for compensation “paid directly by the Company, if any,” but none is currently paid; therefore, no executive compensation report is produced . |
Equity Ownership & Alignment
- Beneficial ownership: Company tables show no reported beneficial ownership for Gauranga Pal across filings; dollar range “None.” MSDL’s Code of Ethics does not expressly prohibit directors/officers/employees from engaging in hedging transactions (e.g., collars, swaps), which can reduce alignment. No Form 4 insider trading filings were found for MSDL in our search. (ListDocuments for Form 4 returned none)
| Ownership metric | Nov 21, 2024 (N-2ASR) | Jan 27, 2025 (DEF 14A) | Apr 4, 2025 (DEF 14A) |
|---|---|---|---|
| Shares beneficially owned | — (“None” dollar range reported) | — (N/A; dashes in table) | — (N/A; dashes in table) |
| Percent of shares outstanding | — | — | — |
| Dollar range of equity | None | — | — |
Alignment considerations:
- Stock ownership guidelines: Not disclosed for executives; director ownership ranges disclosed, but no executive guideline compliance noted.
- Hedging/pledging: Hedging not expressly prohibited; pledging not addressed in disclosed policies.
- Insider selling pressure: With no reported holdings, near-term selling pressure from Mr. Pal is minimal; however, lack of ownership reduces pay-for-performance alignment.
Employment Terms
- Appointment/tenure: Appointed CCO in May 2023; officer since 2023; oversees six portfolios in the MS BDC fund complex.
- Term/renewal: Officers are elected by the Board and serve until earlier death, resignation, termination, or successor election (no fixed term disclosed).
- Compensation structure: Administrator bears CFO/CCO costs; MSDL reimburses allocable portion under the Administration Agreement (renewed August 2024). No individual executive pay terms disclosed (salary, bonus multipliers, severance, change-of-control).
- Governance interface: Board’s risk oversight includes active monitoring by the CCO; annual written report to the Board; CCO meets in executive session with Independent Directors at least once per year.
Investment Implications
- Alignment: No reported share ownership and absence of disclosed executive stock ownership guidelines or performance-linked pay at the company level limit pay-for-performance alignment for Mr. Pal; hedging permissibility further weakens equity alignment.
- Retention/contract visibility: Lack of disclosed employment agreement, severance, or change-of-control terms reduces transparency around retention incentives and exit economics; however, as an MSIM Executive Director and CCO across six BDCs, his role appears platform-integrated.
- Trading signals: No Form 4 filings and no reported holdings imply low insider selling pressure from Mr. Pal in the near term, but also limited positive signaling via insider accumulation. (Form 4 search found none)
- Governance/Risk: The CCO’s structured oversight and annual reporting to Independent Directors support compliance rigor, but investor alignment concerns persist due to non-disclosure of executive compensation mechanics and permissive hedging policy.