Jonathan Frohlinger
About Jonathan Frohlinger
Jonathan Frohlinger is Principal Accounting Officer of Morgan Stanley Direct Lending Fund (MSDL), appointed in May 2024. He is a Certified Public Accountant (NY) and has been an Executive Director at Morgan Stanley Investment Management (MSIM) since January 2025, after serving as a Vice President at MSIM since July 2022. He previously was a Director at Blackstone Credit (BXC) working across the BXC BDC complex and an Audit Manager at Ernst & Young LLP; he holds a B.S. with honors in Accounting and Economics from the City University of New York and is age 35. During his tenure, MSDL reported FY2024 total return based on market value of 11.19%, net investment income per share of $2.48, and year-end NAV per share of $20.81 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Blackstone Credit (BXC) | Director (finance roles for BXC BDC complex) | Not disclosed | Led finance roles across BXC BDC complex, relevant to BDC accounting/reporting rigor |
| Ernst & Young LLP | Audit Manager, Financial Services | Not disclosed | Public accounting audit experience in financial services, foundation for internal controls and reporting |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
- None of MSDL’s executive officers are compensated directly by the Company; compensation for financial reporting and compliance functions is paid by MS Private Credit Administrative Services LLC (Administrator), with MSDL reimbursing an allocable portion. No base salary, target bonus, or actual bonus amounts for Frohlinger are disclosed in Company filings .
Performance Compensation
- MSDL does not disclose Company-paid executive incentive plans for its officers; the Compensation Committee notes that, as none of the Company’s executive officers are compensated directly by the Company, it does not produce/review an executive compensation report. No RSU/PSU/option grants, performance metrics, weightings, targets, payouts, or vesting schedules for Frohlinger are disclosed by MSDL .
Equity Ownership & Alignment
| Metric | DEF 14A 2024 (Apr) | DEF 14A 2025 (Jan) | DEF 14A 2025 (Apr) |
|---|---|---|---|
| Shares of common stock beneficially owned (Jonathan Frohlinger) | — (N/A) | — (N/A) | — (N/A) |
| Percent of shares outstanding | — (N/A) | — (N/A) | — (N/A) |
| Shares outstanding reference | 88,894,490 | 88,499,688 | 87,920,526 |
- Hedging policy: MSDL’s Joint Code of Ethics does not expressly prohibit directors, officers, or employees from engaging in hedging transactions (e.g., collars, swaps); no pledging by Frohlinger is disclosed, and no share ownership is reported for him .
Employment Terms
- Appointment: Principal Accounting Officer, May 2024; Executive Director at MSIM since January 2025; previously Vice President at MSIM since July 2022 .
- Officer tenure mechanics: Officers are elected by the Board and serve until earlier death, resignation, termination, or until successors are duly elected and qualified. No employment agreement, severance, or change‑of‑control economics for Frohlinger are disclosed in MSDL filings .
- Ethics: MSDL maintains a SOX Code of Ethics applicable to principal executive and senior financial officers; no material changes or waivers reported .
Company Performance Context (during Frohlinger’s tenure)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net investment income per share | $2.67 | $2.48 |
| Earnings per share (basic/diluted) | $3.11 | $2.43 |
| Total return (NAV basis) | 16.40% | 12.00% |
| Total return (market value basis) | n/a (pre‑listing) | 11.19% |
| NAV per share (end of period) | $20.67 | $20.81 |
Additional notes:
- IPO/listing: Common stock listed NYSE Jan 24, 2024; IPO close Jan 26, 2024 .
- Distributions: FY2024 regular quarterly $0.50 per share plus two $0.10 specials (Jan 11, 2024 declarations), total $2.20 per share .
- Share repurchases: 924,596 shares repurchased under $100mm Rule 10b5‑1 plan in 2H24 .
Risk Indicators & Red Flags
- Hedging allowance: Policy does not expressly prohibit hedging transactions for insiders, which can weaken alignment; no individual hedging disclosures for Frohlinger are provided .
- Legal proceedings: Company reports no material legal proceedings; none specific to Frohlinger disclosed .
- Leadership volatility: CEO change announced July 2025; while not directly related to Frohlinger, it signals organizational transition in the period following IPO .
Compensation Committee Analysis
- Composition: All Independent Directors; chaired by Kevin Shannon .
- Approach: As executive officers are not compensated directly by the Company, the Committee does not produce/review an executive compensation report; indicates limited visibility into individual officer pay structures within filings .
Investment Implications
- Alignment: No reported share ownership for Frohlinger and an ethics code that does not explicitly prohibit hedging reduces direct equity alignment; however, his role as PAO ties incentives to rigorous financial reporting rather than Company-paid equity plans .
- Retention risk: Frohlinger’s progression within MSIM (VP → Executive Director) and specialized BDC accounting background at Blackstone Credit and E&Y suggest institutional career anchoring; no severance/change-of-control protection disclosed at the Company level, implying retention relies on MSIM/Adviser compensation structures not visible to shareholders .
- Trading signals: With no reported beneficial ownership and no Form 4 activity disclosed in Company filings for Frohlinger, insider selling pressure attributable to him appears minimal; monitor future proxies/Forms 4 for any changes in ownership posture .
- Execution risk: Company performance through FY2024 shows solid returns post‑listing and stable NII, providing a favorable backdrop for accounting leadership; continued rigor in controls and reporting under Frohlinger is a positive, though governance policies allowing hedging merit investor attention .