Jeffrey B. Walker
About Jeffrey B. Walker
Jeffrey B. Walker, age 64, is an independent director of MSC Income Fund, Inc. and has served since October 2020; he is the Chair of the Audit Committee. He retired in May 2020 after a 38-year public accounting career at Arthur Andersen and Deloitte Tax LLP, where he was Vice Chairman (2014–May 2020), served on the Deloitte LLP board (2011–2015), and was Chief Development Officer of Deloitte Tax (2013–2015). He is a CPA, a member of AICPA and the Texas State Board of CPAs, and holds a B.B.A. in Accounting and Economics from the University of Mississippi.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte Tax LLP | Vice Chairman | 2014–May 2020 | Leadership roles; advised leading private equity firms |
| Deloitte LLP | Board Member | 2011–2015 | Governance oversight |
| Deloitte Tax LLP | Chief Development Officer | 2013–2015 | Executive leadership and growth initiatives |
| Arthur Andersen | Various leadership roles | Part of 38-year career (dates not specified) | Senior management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AICPA | Member | Not disclosed | Professional membership (not a public company board) |
| Texas State Board of CPAs | Member | Not disclosed | Professional licensure body membership |
| Public company boards (current) | — | — | None disclosed for Walker |
Board Governance
- Independence: Board determined Walker is independent under NYSE and 1940 Act standards; 3 of 4 directors are independent.
- Committee assignments: Audit (Chair), Nominating & Corporate Governance (Member), Compensation (Member).
- Audit Committee remit: Selects/oversees independent accountants; reviews audit scope/results; oversees valuation under Rule 2a-5; monitors IT/cybersecurity risk. Board deems Walker an “audit committee financial expert.”
- Attendance: Board met 8 times and acted by written consent 33 times in 2024; all incumbent directors attended at least 75% of Board/committee meetings and attended the 2024 annual meeting.
- Lead Independent Director: John O. Niemann, Jr.; independent directors hold regular executive sessions.
Fixed Compensation
| Component | 2024 Amount (Walker) | Current Structure (effective Jan 29, 2025) | Notes |
|---|---|---|---|
| Annual director retainer (cash) | $135,000 | $125,000 (independent directors) | No meeting fees under normal circumstances |
| Lead Independent Director premium | — | $25,000 (Lead Independent only) | Walker is not Lead Independent Director |
| Audit Committee Chair retainer | Included above (not itemized) | $15,000 | Chair fees are additive to base retainer |
| Nominating & Corporate Governance Chair retainer | — | $10,000 (Chair only) | Walker is member, not chair |
| Compensation Committee Chair retainer | — | $5,000 (Chair only) | Walker is member, not chair |
| Conflicts Committee liaison retainer | $10,000 (paid in 2024 to designated liaison) | Discontinued post-listing | Liaison role is held by Mr. Kay, not Walker |
- Director compensation mix: Cash-only for 2024; no stock or option awards; no pension/retirement benefits.
- 2025: Structure remains cash retainers with committee chair premia; no disclosure of equity grants to directors post-listing.
Performance Compensation
- No performance-based director compensation, equity awards (RSUs/PSUs), options, or disclosed performance metrics for directors in 2024; Item 402(x) not applicable.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Note |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for Walker in MSIF proxy |
Expertise & Qualifications
- CPA; audit committee financial expert designation; extensive audit/tax leadership background; advised leading private equity firms.
- Education: B.B.A., Accounting & Economics, University of Mississippi.
- Skills: Financial reporting oversight, valuation governance, risk management including cybersecurity.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Dollar Range | Options | Notes |
|---|---|---|---|---|---|
| Jeffrey B. Walker | 16,498 | Less than 1% | Over $100,000 | None disclosed/exercisable | Based on 47,148,802 shares outstanding; no options currently exercisable company-wide |
- Hedging/pledging: Company policy prohibits short sales, speculative trading, hedging transactions, and pledging (except limited pre-approved circumstances); no director-specific pledging disclosed for Walker.
Governance Assessment
- Board effectiveness: As Audit Committee Chair and an “financial expert,” Walker strengthens oversight of audit quality, valuation, and cybersecurity—critical for a BDC with fair-value portfolios.
- Independence/attendance: Independent status affirmed; attendance thresholds met—supports engagement and reliability.
- Compensation alignment: Cash-only director pay with no equity for 2024 may limit direct stock-based alignment; however, Walker holds >$100k in MSIF stock, providing personal exposure to outcomes.
- Conflicts and related-party exposure: No Walker-specific related-party transactions disclosed; board-level conflicts recognized in Below-NAV issuance (potential adviser fee increases) are mitigated through independent director approvals and fiduciary considerations; co-investments under SEC exemptive order subject to independent oversight.
- RED FLAGS:
- Potential dilution from Below-NAV share issuances; requires majority independent director determinations and is limited to 25% of outstanding shares during authorization period—investor vigilance warranted.
- Adviser fee increase alignment risk acknowledged by Board; benefits deemed to outweigh detriment with independent oversight.
- Overall: Walker’s audit leadership and CPA credentials bolster investor confidence on valuation and reporting; absence of performance-linked director pay is typical for BDC governance, with some ownership alignment via personal shareholdings.