Orit Mizrachi
About Orit Mizrachi
Orit Mizrachi is Co‑President (since July 2025), Chief Operating Officer (since October 2019), and Secretary of Morgan Stanley Direct Lending Fund (MSDL); she is age 53 as of her July 2025 appointment as Co‑President and has been a Managing Director at Morgan Stanley Investment Management (MSIM) since January 2023 following service as an Executive Director from April 2019 to December 2022 . She previously served at The Carlyle Group (2010–2018) as COO of its direct lending platform and BDCs, and interim CFO of Carlyle’s BDCs from September 2014 through March 2015; earlier roles include hedge fund CFO/controller and auditor; she holds a B.S. in Accounting . Company performance during 2024 vs. 2023 shows total investment income rising to $416,075 from $367,738, net investment income after taxes to $220,235 from $198,061, the number of portfolio companies expanding to 208 from 172, and total portfolio fair value increasing to $3,791,494 from $3,193,561, while weighted average 12‑month EBITDA of portfolio companies decreased to $147.7 from $153.1 and interest coverage improved to 1.6x from 1.5x .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Carlyle Group | Chief Operating Officer, Direct Lending platform and Carlyle BDCs | 2010–2018 | Led operations for Carlyle’s direct lending platform and BDC complex |
| The Carlyle Group | Interim Chief Financial Officer, Carlyle BDCs | Sep 2014–Mar 2015 | Oversaw financial reporting and CFO responsibilities for Carlyle BDCs |
| Hedge fund industry | Chief Financial Officer and Controller | Pre‑2010 | Finance leadership and controls in hedge fund settings |
| Public accounting | Auditor | Career start | Foundation in audit and financial reporting |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Morgan Stanley Investment Management (MSIM) | Managing Director | Jan 2023–present | Senior leadership within MSIM |
| Morgan Stanley Investment Management (MSIM) | Executive Director | Apr 2019–Dec 2022 | Preceded promotion to MD |
Fixed Compensation
- None of MSDL’s executive officers, including Ms. Mizrachi, receive direct compensation from the Company; compensation for financial reporting and compliance functions is paid by MS Private Credit Administrative Services LLC (the Administrator) and MSDL reimburses an allocable portion for services rendered to the Company .
- MSDL granted no stock options, SARs, or similar instruments during FY 2024 .
Performance Compensation
- The Company does not disclose individual executive incentive structures (e.g., bonus, RSU/PSU targets) for Ms. Mizrachi; executive officers are not compensated directly by the Company, and performance metrics tied to individual executive pay are not reported by MSDL .
- The Compensation Committee does not produce or review an executive compensation report given the lack of direct Company‑paid executive compensation .
Equity Ownership & Alignment
| Metric | As of | Value | Notes |
|---|---|---|---|
| Shares of MSDL common stock beneficially owned by Orit Mizrachi | Record Date: Jan 27, 2025 | 4,867 | Asterisk denotes less than 1% ownership |
| Percent of common stock owned by Orit Mizrachi | Record Date: Jan 27, 2025 | * | “*” represents less than 1.0% |
| Shares outstanding | Jan 27, 2025 | 88,499,688 | Special Meeting record date |
| Shares outstanding | Apr 4, 2025 | 87,920,526 | Annual Meeting record date |
| All directors and executive officers as a group (11 persons) – shares beneficially owned | Record Date: Jan 27, 2025 | 184,079 | Group total marked “*” less than 1% |
- Code of Ethics does not expressly prohibit hedging or offsetting transactions (e.g., collars, prepaid variable forwards), which may weaken alignment; no explicit pledging prohibitions are disclosed .
Employment Terms
- Officer elections: the Board elects officers; each serves until earlier death, resignation, termination, or until a successor is elected and qualified .
- Appointments: COO since October 2019; Co‑President effective on or about July 25, 2025; Secretary (signatory capacity shown in 2025 proxy and 8‑K filings) .
- No severance, change‑of‑control, vesting acceleration, non‑compete, or non‑solicit provisions specific to Ms. Mizrachi are disclosed by the Company .
- No Item 404(a) related party transaction involving Ms. Mizrachi is disclosed in the July 2025 8‑K .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total investment income ($) | 367,738 | 416,075 |
| Net investment income after taxes ($) | 198,061 | 220,235 |
| Net change in unrealized appreciation (depreciation) ($) | 32,835 | 11,796 |
| Net realized gain (loss) ($) | 118 | (16,467) |
| Net increase (decrease) in net assets from operations ($) | 231,014 | 215,564 |
| Portfolio KPI | 2023 | 2024 |
|---|---|---|
| Number of portfolio companies | 172 | 208 |
| Weighted average 12‑month EBITDA ($) | 153.1 | 147.7 |
| Weighted average interest coverage (x) | 1.5x | 1.6x |
| % performing debt bearing floating rate (FV) | 99.9% | 99.6% |
| Total portfolio fair value ($) | 3,193,561 | 3,791,494 |
Compensation Committee Analysis
- Members: Joan Binstock, Bruce D. Frank, Adam Metz, and Kevin Shannon (independent under NYSE/1940 Act); Kevin Shannon is Chair; charter available on www.msdl.com .
- Scope: Determines or recommends Company‑paid compensation for executives (if any); given no direct executive pay from MSDL, the Committee did not produce/review an executive compensation report; it held two meetings in FY 2024 .
Governance, Legal, and Related Parties
- No material legal proceedings are currently disclosed against the Company .
- Advisory and administration arrangements with affiliates: base management fee and incentive fees payable under the Investment Advisory Agreement (amended and restated Jan 24, 2024); FY 2024 base management fees $25,479,043 net of waiver; income‑based incentive fees $37,432,230; administration expenses $215,691; State Street acts as sub‑administrator for certain services .
Investment Implications
- Compensation alignment: Lack of Company‑paid executive compensation and minimal disclosed ownership (4,867 shares; <1%) suggest limited direct pay‑for‑performance linkage and lower “skin‑in‑the‑game”; hedging not expressly prohibited under the Code of Ethics is a potential alignment red flag .
- Retention/transition risk: Tenured COO since 2019 and elevated to Co‑President in 2025 indicates continuity; no disclosed severance/change‑of‑control economics reduce visibility on retention incentives during leadership transitions .
- Trading signals: Executive ownership and insider selling/vesting pressures are not disclosed; absence of option grants in 2024 marginalizes mechanical selling pressure from option exercises; monitor future proxies/8‑Ks for any equity awards or changes in hedging/pledging policies .
- Execution track record context: 2024 results show higher investment income and net investment income, expanded portfolio count and fair value, and improved interest coverage, supporting platform stability under Ms. Mizrachi’s operational leadership, albeit with lower portfolio company EBITDA and reduced unrealized gains; continue to track credit performance and fee economics to assess sustainability .