Michael Occi
About Michael Occi
Michael Occi is Chief Executive Officer and a Director of Morgan Stanley Direct Lending Fund (MSDL) since July 24–25, 2025, after serving as President effective January 1, 2025, and previously Chief Administrative Officer from January 2023; he is a Managing Director at Morgan Stanley Investment Management and joined Morgan Stanley in 2006, graduating magna cum laude from Georgetown University with a BA in Finance and Accounting . MSDL is externally managed by MS Capital Partners Adviser Inc. . In Q3 2025 (his first reported quarter as CEO), MSDL delivered net investment income (NII) of $0.50 per share, declared a $0.50 regular dividend, closed its inaugural $401mm CLO at approximately S+1.70%, and reported NAV per share of $20.41 versus $20.59 in Q2 2025; portfolio FV was ~$3.78bn with 99.6% floating-rate exposure and 1.2% of investments on non‑accrual at cost .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Morgan Stanley Direct Lending Fund (MSDL) | Chief Executive Officer; Director | 2025–present | Succeeded CEO; oversaw Q3’25 NII/share of $0.50, $0.50 dividend, inaugural ~$401mm CLO (S+1.70%), NAV/share $20.41 . |
| MSDL | President | 2025 | Leadership transition ahead of CEO role; continuity across MS BDC complex . |
| MSDL | Chief Administrative Officer | 2023–2024 | Senior operating leadership across MS BDCs . |
| Morgan Stanley Investment Management | Managing Director | 2022–present | Senior leadership within lender’s adviser . |
| Morgan Stanley (Capital Markets/IBD) | Head of Financial Institutions Equity Capital Markets (prior ECM/FICM/IBD roles) | 2019–2022 (Head); 2006–2019 (prior roles) | Capital markets execution experience; signed underwriting agreements as MS & Co. LLC Managing Director historically . |
External Roles
| Organization | Role | Effective date(s) | Notes |
|---|---|---|---|
| North Haven Private Income Fund LLC (PIF); PIF A; LGAM Private Credit LLC; T Series Middle Market Loan Fund LLC; SL Investment Fund II LLC | Chief Executive Officer | July 24–25, 2025 | Concurrent appointments across MS BDC complex . |
| PIF; PIF A; LGAM; T Series; SLIF | President | January 1, 2025 | Appointed President across MS BDCs alongside MSDL . |
Fixed Compensation
MSDL is an externally managed BDC; the Company discloses that “none of our executive officers receive direct compensation from us,” with any financial reporting/compliance compensation paid by the Administrator (MS Private Credit Administrative Services LLC) and allocable portions reimbursed by MSDL .
| Component | Amount/Terms | Source |
|---|---|---|
| Base salary | Not paid directly by MSDL (paid by Administrator; allocable costs reimbursed) . | |
| Target/Actual bonus | Not paid directly by MSDL . | |
| Equity/Options (Company grants) | Not granted by MSDL to executive officers . | |
| Director fees to Interested Directors | Not paid (only Independent Directors receive fees) . |
Performance Compensation
Because MSDL does not pay its executive officers directly, there are no Company-level incentive plans, weights, or payouts disclosed for executives; the Compensation Committee notes it will not produce or review an executive compensation report while that remains the case .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable at Company level (executives compensated by Adviser/Administrator) . | — | — | — | — | — |
Equity Ownership & Alignment
| Holder | Period (Record Date) | Shares beneficially owned | % of outstanding | Shares outstanding context |
|---|---|---|---|---|
| Michael Occi (Executive Officer; later Director) | 2024 proxy (as of April 4, 2024) | 7,500 | <1.0% (denoted “*”) | 88,894,490 |
| Michael Occi (Executive Officer) | 2025 proxy (as of 2025 record date) | 7,500 | <1.0% (denoted “*”) | 87,920,526 |
- Insider trading/hedging policy: The Company’s Code of Ethics does not expressly prohibit directors/officers/employees from entering into hedging transactions (e.g., collars, swaps, exchange funds) that offset decreases in MSDL stock value, a governance red flag for alignment .
- Pledging: No explicit pledging prohibition or pledging disclosures identified in the cited proxy materials .
- Ownership guidelines: No director/executive ownership guideline disclosures were identified in the cited proxy materials .
Employment Terms
| Term | Detail |
|---|---|
| CEO appointment | Appointed CEO and principal executive officer July 24–25, 2025; also appointed as a Director to fill vacancy . |
| President appointment | Appointed President effective January 1, 2025 (age 40 at appointment) . |
| Prior role | Chief Administrative Officer from January 2023 . |
| Related party and family relationships | No family relationships; no transactions requiring disclosure under Item 404(a) (stated at time of President appointment) . |
| Employment agreements, severance, change‑of‑control economics | Executives are not paid directly by MSDL; no Company-level executive employment, severance, or CoC benefits disclosed; compensation is at Administrator/Adviser level . |
| Clawback / tax gross‑ups | No Company-level executive clawback or gross‑up provisions disclosed for executives; Compensation Committee inactive on executive pay while no Company pay is made . |
Board Governance (including Michael Occi’s director role)
- Board service: Appointed a Director July 24, 2025; classified as an “Interested” (non‑independent) Director given senior roles with the Adviser .
- Committees: Audit, Nominating & Corporate Governance, and Compensation Committees are composed solely of Independent Directors; chairs: Audit—Bruce D. Frank; Nominating—Joan Binstock; Compensation—Kevin Shannon .
- Board leadership: Chair is Interested Director David N. Miller; the Board has no Lead Independent Director; independent directors meet in executive session and committees are fully independent to mitigate potential conflicts .
Director Compensation (context; for Occi as Interested Director)
- Policy: Only Independent Directors receive compensation; Interested Directors (including executives such as the CEO) do not receive director fees from the Company .
- Schedule: After the January 26, 2024 IPO, Independent Directors receive a $125,000 annual retainer and the Audit Committee Chair receives an additional $15,000; pre‑IPO retainer was $75,000 with meeting fees .
- 2024 totals (for context): Independent Directors’ 2024 Company compensation ranged ~$122.7k–$137.2k; none paid to Interested Directors .
Company Performance During Occi’s Early Tenure
| Metric | Q2 2025 (ended Jun 30, 2025) | Q3 2025 (ended Sep 30, 2025) |
|---|---|---|
| NII per share ($) | 0.50 | 0.50 |
| Regular dividend per share ($) | 0.50 | 0.50 (declared) |
| NAV per share ($) | 20.59 | 20.41 |
| Investments at fair value ($bn) | 3.785 | 3.776 |
| Debt-to-equity (x) | 1.15x | 1.17x |
| New commitments ($mm) | 149.1 | 183.0 |
| Weighted avg. portfolio yield (FV) | 10.2% | 9.9% |
| % floating-rate investments (FV) | 99.6% | 99.6% |
| Non-accruals (% at cost) | — | 1.2% |
| CLO issuance | — | ~$401mm at ~S+1.70% (inaugural) |
Risk Indicators & Red Flags
- Hedging allowed: Code of Ethics does not expressly prohibit hedging by directors/officers, which can dilute alignment with shareholders .
- Governance structure: Board Chair is an Interested Director and the Board has no Lead Independent Director; mitigants cited include fully independent committees and executive sessions of Independent Directors .
- Legal proceedings: Company disclosed no material legal proceedings .
Compensation Committee Analysis (governance)
- Composition: All Independent Directors (Binstock, Frank, Metz, Shannon; Chair: Shannon) .
- Scope given external management: The Committee will determine or recommend Company‑paid executive compensation if applicable; currently, no direct Company-paid executive compensation, so no executive pay report is produced .
Investment Implications
- Pay-for-performance alignment risk: Because executives (including the CEO) are compensated by the Adviser/Administrator rather than the Company, investors lack visibility into salary/bonus/equity incentives tied to Company KPIs (NII, NAV, credit losses), complicating alignment assessment .
- Ownership/skin-in-the-game: Occi’s reported beneficial ownership (7,500 shares; <1%) is modest vs. shares outstanding, offering limited direct alignment via MSDL equity; no explicit anti‑hedging prohibition increases potential misalignment risk .
- Early execution markers: Stable NII/share at $0.50 and initial CLO issuance (~$401mm at ~S+1.70%) are constructive signals for funding diversification and earnings stability; slight NAV/share decline Q/Q warrants monitoring of credit marks and non‑accruals (1.2% at cost) .
- Governance watch‑items: Chair not independent and absence of a Lead Independent Director remain governance overhangs, though committee independence and executive sessions are positives .