David L. Magdol
About David L. Magdol
David L. Magdol (age 54) is President and Chief Investment Officer of MSC Income Fund, Inc. (MSIF) and has served in these roles since 2020. He is also President and CIO of Main Street Capital Corporation, and a member of Main Street’s executive and investment committees; he was promoted to President of Main Street in November 2018 and has served as CIO since 2011. Prior roles include Vice Chairman and Senior Managing Director at Main Street, Vice President in Lazard Freres’ investment banking group, private equity portfolio manager at the McMullen Group, and early-career structured finance at JP Morgan Chase .
MSIF’s recent performance under the current management team shows consistent net investment income, stable NAV, and 9–10% annualized ROE in 1H 2025, with regular and supplemental dividends declared quarterly .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MSC Income Fund, Inc. | President & Chief Investment Officer | Since 2020 | Leads private loan strategy; investment committee oversight; externally managed BDC governance . |
| Main Street Capital Corp. | President; Chief Investment Officer | President since Nov-2018; CIO since 2011 | Executive and investment committees; drives lower middle market and private credit investment platform . |
| Lazard Freres & Co. | Vice President, Investment Banking | Prior to 2002 | M&A and financing experience supporting later buyout/credit leadership . |
| McMullen Group | Private Equity Portfolio Manager | Prior to Lazard | Principal investing foundation across diversified PE holdings . |
| JP Morgan Chase | Structured Finance (early career) | Prior to McMullen | Structured finance skillset underpinning credit underwriting rigor . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Main Street Capital Corp. | President & CIO; Exec and Investment Committees | 2011–present (CIO); President since 2018 | Ongoing leadership, relevant to MSIF’s adviser ownership (MSC Adviser I, LLC wholly owned by Main Street) . |
Fixed Compensation
| Component | Disclosure (MSIF) | Notes |
|---|---|---|
| Base Salary | Not paid directly by MSIF | MSIF executive officers receive no direct compensation from MSIF; compensation paid by the external Adviser or its affiliates . |
| Cash Bonus | Not paid directly by MSIF | Same as above; MSIF reimburses a capped portion of internal administrative expenses (not specific to any one exec) . |
| Director Compensation | Not applicable | Magdol is an officer, not a director. Independent director retainers disclosed separately . |
MSIF’s Compensation Committee does not oversee executive pay since executives are compensated by the Adviser; the committee focuses on director pay and succession planning .
Performance Compensation
| Metric | Weighting/Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|
| Adviser incentive fee (firm-level economics) | Subordinated incentive fee on income: 17.5% with 1.5% quarterly hurdle and 50/50 catch-up; Capital gains incentive fee: 17.5% cumulative since listing | Applies at the Adviser level, not to individual MSIF executives; drives firm-level pay-for-performance economics tied to pre-incentive fee NII and realized capital gains | Quarterly (income) and annual (capital gains) under Amended Advisory Agreement effective Jan-29-2025 . |
MSIF executives (including Magdol) do not receive MSIF equity grants (RSUs/PSUs) or option awards; none of the MSIF shares are subject to options exercisable within 60 days as of the record date .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 41,904 MSIF shares (Magdol), less than 1.0% of outstanding . |
| Shares outstanding (Record Date) | 47,148,802 shares . |
| Ownership % of SO | ~0.09% (41,904 / 47,148,802) . |
| Vested vs. unvested | Not disclosed; MSIF does not grant exec equity awards . |
| Options (exercisable/unexercisable) | None exercisable within 60 days for officers/directors . |
| Pledging/Hedging | Hedging prohibited; short sales/speculative trading prohibited; pledging prohibited except in limited pre-approved circumstances . |
| Clawback | NYSE and Rule 10D-1 compliant Clawback Policy for incentive-based compensation upon restatement . |
| Ownership guidelines | Not disclosed for officers; insider trading policy and pre-clearance procedures in place . |
Employment Terms
- Externally managed BDC: Magdol is employed by MSC Adviser I, LLC/Main Street rather than MSIF; MSIF reimburses capped internal administrative services; no MSIF executive employment agreements/severance schedules disclosed .
- Succession planning: Board actively oversees succession for key personnel through the Compensation Committee; regular risk oversight across committees .
- Non-compete/non-solicit: Not disclosed in MSIF filings.
- Change-of-control: Firm-level advisory agreement governs fees and services; no individual executive change-of-control terms disclosed by MSIF .
Performance & Track Record
MSIF operating metrics during Magdol’s tenure highlight steady NII, stable NAV, and quarterly dividends, alongside portfolio repositioning toward private loans.
| Metric | Q4 2024 | Q1 2025 | Q2 2025 |
|---|---|---|---|
| Net Investment Income per share | $0.35 | $0.38 | $0.35 |
| Net Asset Value per share | $15.53 | $15.35 | $15.33 |
| Dividends declared per share | $0.36 (reg + suppl) | $0.36 (reg + suppl) | $0.36 (reg + suppl) |
| ROE (annualized, quarterly) | Not disclosed | 9.5% | 9.0% |
Additional operational notes:
- Q1 2025: Total investment income $33.2M; net increase in net assets from operations $15.9M; $137.5M in new private loan investments; net private loan portfolio cost basis up $88.8M .
- FY 2024/Q4 2024: NII/share $1.44 for FY; net increase in net assets resulting from operations/share $1.65 for FY; continued dividend growth and private loan portfolio expansion .
Board Governance (context)
- Magdol is not a director of MSIF; Board majority independent; lead independent director designated; committees (Audit, Nominating & Corporate Governance, Compensation) fully independent .
Related Party Transactions and Conflicts
- Advisory Agreement: Amended Jan-29-2025 reduced base management fee to 1.5% of average total assets (with tiered reductions as LMM exposure declines) and incentive fees to 17.5%; established quarterly caps on internal administrative reimbursements .
- Co-investment exemptive order allows co-investing with Main Street/other advisory clients with independent director oversight; conflicts mitigated via policies and Conflicts Committee liaison .
- Main Street share purchase plan and MSIF buyback plan adopted post-listing to buy when market trades below NAV by pre-set levels .
Compensation Structure Analysis
- Increase in guaranteed comp vs. at-risk pay: Not applicable at MSIF; executives compensated by Adviser; MSIF-level pay is firm-fee-based with hurdle/catch-up mechanics (at-risk to performance) .
- Equity awards shift: MSIF does not grant executive equity; no RSUs/options disclosed for executives .
- Clawbacks: Implemented; shareholder-friendly recourse on restatements .
- Hedging/pledging prohibitions: Strong alignment controls; pledging restricted to pre-approved exceptions .
Risk Indicators & Red Flags
- Hedging/pledging risk: Policy prohibits hedging; pledging requires pre-approval—reduces misalignment risk .
- Related party economics: Adviser fee structure incentivizes asset growth/NII—Board oversight and reduced fee rates mitigate fee inflation risk .
- Insider trading controls: Pre-clearance, blackout windows, and Form 10b5-1 plan requirements reduce trading signal noise and legal risk .
Say-on-Pay & Shareholder Feedback
- Say-on-pay (execs): Not applicable; MSIF executives not directly compensated by MSIF.
- Director compensation: Independent director retainers disclosed; no equity grants to directors in 2024 .
Expertise & Qualifications
- Core credentials: Two decades-plus in private credit/PE and structured finance; stewardship of Main Street and MSIF investment platforms; investment committee leadership .
- Technical expertise: Structured finance, leveraged buyouts, recapitalizations, direct lending; cross-cycle portfolio management .
Work History & Career Trajectory
- Joined Main Street in 2002; progressed through Senior Managing Director, Vice Chairman, CIO (2011), President (2018); extended to MSIF President & CIO in 2020 .
- Prior: Lazard (IB), McMullen Group (PE), JP Morgan Chase (structured finance) .
Equity Ownership & Alignment (Detail Table)
| Holder | Shares | % of Class | Options within 60 days | Notes |
|---|---|---|---|---|
| David L. Magdol | 41,904 | ~0.09% (41,904 / 47,148,802) | None | Ownership aligns but is modest relative to float; hedging/pledging prohibited barring exception . |
Investment Implications
- Alignment: Magdol’s personal stake is modest; stronger alignment comes via firm-level performance-linked Adviser fees (hurdle/catch-up), clawbacks, and strict hedging/pledging bans—reducing misalignment and signaling risks .
- Retention risk: As an Adviser/Main Street executive, compensation and employment terms sit outside MSIF; succession planning is active at MSIF, but individual retention levers are not disclosed—monitor Main Street disclosures for changes .
- Trading signals: Insider trading policy with pre-clearance/blackouts curbs opportunistic trades; watch for any 10b5-1 plan filings or Form 4 activity (not in MSIF proxy) to gauge vesting-driven or liquidity sells .
- Performance: Sustained NII, stable NAV, and 9–10% quarterly ROE support dividend capacity; continued shift toward private loans and fee reductions enhance scalability and shareholder economics, mitigating fee-related dilution risk .