Jesse E. Morris
About Jesse E. Morris
Jesse E. Morris (age 57) is Executive Vice President and Chief Operating Officer of MSC Income Fund (MSIF) and Main Street Capital, serving on Main Street’s executive committee; he has led internal operations and LMM investment portfolio oversight since 2019, and served as MSIF and Main Street CFO/Treasurer from 2021–2024 . He previously held senior finance and operating roles at Quanta Services and Sysco, and began his career as a CPA at Arthur Andersen . MSIF executive officers do not receive direct compensation from MSIF; compensation is paid by MSC Adviser I, LLC (externally managed), with MSIF reimbursing capped internal administrative expenses; MSIF has adopted robust insider trading/hedging/pledging prohibitions and a clawback policy aligned to NYSE Rule 10D‑1 .
MSIF profitability trend (context for pay-for-performance):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income - (IS) ($USD) | $45,588,000 | $66,209,000 | $56,553,000 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Main Street Capital | Executive Vice President & Chief Operating Officer; CFO (2021–2024); Executive Committee member | 2019–present | Led internal operations; co-led LMM investing; originations and execution; portfolio oversight |
| MSC Income Fund | Executive Vice President & Chief Operating Officer; CFO/Treasurer (2021–2024) | 2020–present | Built operating cadence; finance leadership across public listing transition and adviser restructure |
| Quanta Services (NYSE: PWR) | EVP – Finance; President – Infrastructure Solutions | 2014–2019 | Oversaw accounting, treasury, tax, FP&A; led P3 concessions and infrastructure investment activities |
| Sysco (NYSE: SYY) | VP & CFO – Foodservice Operations; VP Finance & CFO – Broadline Operations | Prior to 2014 | Multi‑unit finance leadership; operational finance and controls across large distribution networks |
| Arthur Andersen | Experienced Manager | Early career | CPA foundation; transaction advisory experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Main Street Capital | Management team executive committee member | 2019–present | Firm‑level investment process, strategy, and oversight participation |
| LMM portfolio companies (various) | Active board member (investor representative) | Ongoing | Board‑level support for strategic initiatives, capital raises, and M&A at LMM portfolio companies |
Fixed Compensation
MSIF executive officers receive compensation from the external adviser (MSC Adviser I, LLC); MSIF does not pay direct executive compensation and reimburses only capped internal administrative expenses (finance, compliance, etc.), with no profit to the adviser . The quarterly reimbursement cap (annualized basis points applied to period-end total assets) is:
| Total Assets | Annual Basis Point Rate |
|---|---|
| $0 – $500 million | 6.000 |
| Over $500 million – $1.25 billion | 5.125 |
| Greater than $1.25 billion | 4.500 |
Compensation Committee (formed at listing) oversees director pay and succession planning; executive officers do not receive direct pay from MSIF .
Performance Compensation
- Not disclosed (MSIF executives are compensated by the external adviser). MSIF has adopted a Clawback Policy under NYSE and Rule 10D‑1 to recoup incentive-based compensation in the event of accounting restatements correcting material noncompliance; covered executive compensation is subject to recovery on restatement .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned (Record Date: May 30, 2025) | % of Outstanding | Notes |
|---|---|---|---|
| Jesse E. Morris | 10,000 | <1% | Beneficial ownership per DEF 14A; no stock options exercisable within 60 days |
Insider Transactions (Form 4):
- On January 30, 2025, Morris purchased 10,000 MSIF shares at $15.53/share (direct), total $155,300, indicating additive alignment rather than selling pressure .
Hedging/Pledging Policy:
- Prohibits short-term/speculative trading, short sales, hedging transactions (collars, swaps), and pledging except in limited, pre‑approved cases; quarterly and event-specific blackout periods and preclearance apply to directors/officers .
Stock Ownership Guidelines:
- Not disclosed for executives. Director dollar ranges provided separately; executive guideline compliance not disclosed .
Options/RSUs/PSUs:
- No MSIF shares subject to options exercisable within 60 days; RSU/PSU grants not disclosed by MSIF (externally managed compensation) .
Employment Terms
| Item | Detail |
|---|---|
| Employment start at MSIF | Executive Vice President & COO since 2020; CFO/Treasurer 2021–2024 |
| Role tenure | ~5 years in current COO role (as of 2025) |
| Contract term, severance, change-of-control | Not disclosed at MSIF level (executive compensation/agreements reside with external adviser) |
| Non-compete / non-solicit | Not disclosed for Morris; a 2021 8‑K detailed another executive’s retention/separation terms, but no Morris-specific non‑compete disclosed |
| Insider trading & blackout controls | Preclearance required; quarterly and event-specific blackout; prohibition of hedging/pledging absent pre‑approval |
Investment Implications
- Alignment: Direct open-market purchase (10,000 shares) and ongoing prohibition on hedging/pledging indicate skin-in-the-game and reduced short-term speculation risk .
- Pay-for-performance linkage: Executive compensation is paid by the external adviser; MSIF does not disclose salary/bonus/equity incentives, limiting transparency on individual KPIs and payout curves . Investors should assess adviser-level incentives (base fee on total assets; two-part incentive fee structure) for potential portfolio growth/fee alignment considerations .
- Retention risk: Tenured COO with prior CFO experience and portfolio board work reduces operational execution risk; lack of MSIF-level severance/change-of-control disclosure limits visibility into exit economics .
- Governance safeguards: Adopted clawback policy, insider trading controls, and independent committee oversight support governance quality; however, externally managed structure requires monitoring of potential conflicts (e.g., fee-based incentives, below-NAV issuance) and board mitigation steps documented in proxy .
Notes on data availability: MSIF’s externally managed structure means executive compensation components (salary, bonus, RSU/PSU metrics/vesting) are not disclosed at MSIF; ownership and policy-level governance are disclosed in DEF 14A and 10‑K .