Jason B. Beauvais
About Jason B. Beauvais
Jason B. Beauvais, age 50, serves as Executive Vice President, General Counsel and Secretary of MSC Income Fund, Inc. (MSIF). He has held the General Counsel and Secretary roles since 2020 and Executive Vice President since 2021; he also served as MSIF’s Chief Compliance Officer (CCO) from 2020–2023 and again from June–November 2024 . Beauvais is a long-tenured legal and compliance leader within the Main Street Capital platform, having joined Main Street in 2008 and serving as its General Counsel and Secretary since then; he is a member of Main Street’s management team executive committee . MSIF listed on the NYSE on January 29, 2025; given the recent listing, the proxy does not present long-run TSR or operating KPIs tied to his tenure at MSIF .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Main Street Capital Corporation | General Counsel & Secretary; CCO (2012–2024); Executive Vice President (since 2021) | Since 2008 | Senior legal, compliance, and governance leadership across the platform; executive committee member supporting investment/adviser governance . |
| Occidental Petroleum Corporation (NYSE: OXY) | Attorney | Prior to 2008 | Corporate and securities legal experience at a large public company . |
| Baker Botts L.L.P. | Corporate & securities attorney | Prior to OXY | Counsel on public and private capital markets transactions and M&A; broad transactional governance exposure . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Houston Arboretum & Nature Center (non-profit) | Board of Directors | Current |
Fixed Compensation
| Element | MSIF disclosure | Notes |
|---|---|---|
| Base salary | MSIF executive officers (including Beauvais) receive no direct compensation from MSIF . | Compensation is paid by the external adviser (MSC Adviser I, LLC) or affiliates; MSIF is externally managed . |
| Bonus (cash) | Not paid directly by MSIF . | Any cash incentive for executives would be at the adviser level (not disclosed by MSIF) . |
| Administrative reimbursements | MSIF reimburses the adviser for allocable administrative services costs (e.g., CFO/CCO functions), subject to a quarterly cap schedule tied to total assets . | Internal Administrative Services quarterly cap rates: 6.000 bps (0–$500mm TA), 5.125 bps ($500mm–$1.25bn), 4.500 bps (>$1.25bn) . |
| Director fees | Not applicable to Beauvais (officer, not director) . | Director retainers pertain to independent directors; officers do not receive MSIF director fees . |
Performance Compensation
MSIF does not disclose individual executive incentive metrics or payouts for Beauvais. However, the economic incentives of the externally managed platform are determined by the Advisory Agreement between MSIF and MSC Adviser I, LLC, which ties adviser compensation to MSIF’s performance.
| Metric | Structure | Target/Hurdle | Payout rate | Timing/Vesting |
|---|---|---|---|---|
| Base management fee (adviser) | % of average total assets (incl. cash) | N/A | 1.50% annually; falls to 1.25% if lower middle market FV <20% of portfolio; 1.00% if <7.5% . | Quarterly, in arrears . |
| Subordinated incentive fee on income (adviser) | Based on pre-incentive fee net investment income (NII) | 1.5% per quarter (6% annualized) hurdle; 50% “catch-up” to 2.307692% quarterly (9.230769% annualized) . | 17.5% of pre-incentive fee NII above hurdle (after catch-up) . | Calculated and paid quarterly in arrears . |
| Capital gains incentive fee (adviser) | On realized capital gains net of losses and unrealized depreciation, measured cumulatively from listing date | N/A | 17.5% of “incentive fee capital gains” from MSC Income Listing date, net of prior payments . | Determined and paid annually in arrears (or upon termination) . |
Additional governance features impacting incentive pay and risk:
- Clawback policy: MSIF adopted a Rule 10D-1 compliant policy to recoup erroneously awarded incentive-based compensation to covered executive officers upon an accounting restatement .
- Hedging and pledging: Directors/officers are prohibited from short-term/speculative trading, hedging transactions, and pledging MSIF securities except in limited, pre-approved cases .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership (Beauvais) | 29,702 MSIF shares as of record date (May 30, 2025) . |
| Ownership % of shares outstanding | 29,702 / 47,148,802 ≈ 0.063% (reported as “<1%”) . |
| Options held | “There are no Shares subject to options that are currently exercisable or exercisable within 60 days” of record date; table shows no options for insiders at that horizon . |
| Vested vs unvested shares | Not disclosed for Beauvais in the proxy . |
| Pledging | Prohibited except in limited, pre-approved circumstances per insider trading policy . |
| Hedging | Prohibited (e.g., collars, swaps, prepaid forwards) . |
| Ownership guidelines | Not disclosed for officers in the proxy . |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start date at MSIF | GC & Secretary since 2020; EVP since 2021; CCO 2020–2023 and June–Nov 2024 . |
| Contract term/expiration | Not disclosed (officers are paid by adviser; MSIF does not disclose employment contracts) . |
| Severance/change-of-control | Not disclosed for individuals (no MSIF-paid executive compensation program) . |
| Non-compete / non-solicit | Not disclosed . |
| Governance signatory roles | Signed MSIF’s Form 8-A for dual listing on NYSE Texas (Aug 2025) as General Counsel ; authorized signatory on co-investment exemptive application (40-APP filings) . |
Performance & Track Record (role-linked highlights)
- Platform listing and governance: MSIF listed on the NYSE on January 29, 2025; governance infrastructure formalized, including Compensation Committee set upon listing; Beauvais serves as EVP, GC & Secretary throughout .
- Co-investment framework: The Main Street/MSIF complex maintains and has sought amended co-investment exemptive relief to permit negotiated co-investments, with Beauvais acting as authorized signatory on applications—an important enabler of deal flow and capital deployment flexibility for MSIF .
- Compliance and risk controls: Insider trading policy, hedging/pledging prohibitions, and clawback policy are in place, aligning governance with NYSE and SEC requirements .
Compensation Committee & Governance Context
- Compensation Committee: Newly formed upon the listing; comprised solely of independent directors; evaluates director pay and succession planning for key executives; executive officers receive no direct pay from MSIF, so no NEO comp report is produced .
- Independence and oversight: 3 of 4 directors are independent; lead independent director appointed; committees (Audit, Nominating & Corporate Governance, Compensation) fully independent .
Investment Implications
- Pay-for-performance alignment at platform level: As an externally managed BDC, MSIF does not pay Beauvais directly; economic incentives are primarily governed by the Advisory Agreement. Adviser fees emphasize quarterly NII exceeding a hurdle and realized net capital gains, which incentivizes income generation and prudent realization of gains—factors that indirectly shape executive focus and resource allocation, including legal, compliance, and transaction execution priorities .
- Insider selling pressure risk: Beauvais’ stake is modest at ~0.063% of shares outstanding, and MSIF prohibits hedging and generally prohibits pledging without pre-approval, reducing mechanical selling pressure from margin calls; no options are reported as exercisable within 60 days of record date, limiting near-term option-related selling catalysts .
- Retention risk: Long tenure within the Main Street platform (since 2008) and expanded responsibilities (EVP, GC, Secretary; intermittent CCO service) suggest continuity; however, MSIF does not disclose individual employment agreements, severance, or change-in-control terms for officers, limiting visibility into contractual retention protections .
- Governance quality and regulatory execution: Beauvais’ role as signatory on listing and exemptive applications underscores execution capability in key regulatory processes that support MSIF’s financing flexibility and co-investment capacity—both material to growth and NAV outcomes for a BDC .