John O. Niemann, Jr.
About John O. Niemann, Jr.
John O. Niemann, Jr. (age 68) has served as an independent director of MSC Income Fund, Inc. since 2012. He is the Lead Independent Director and Chair of the Compensation Committee (effective January 2025). He is President and Chief Operating Officer of Arthur Andersen LLP (since 2003) and previously served as a Managing Director of Andersen Tax LLC until March 2023. Education: B.A. in Managerial Studies and MAcc (Rice University), J.D. (South Texas College of Law), and LL.M. in Taxation (University of San Francisco). The Board has designated him an audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arthur Andersen LLP | President & Chief Operating Officer | 2003–present | Senior management; prior service on administrative board and Andersen Worldwide board of partners |
| Andersen Tax LLC | Managing Director | Jun 2013–Mar 2023 | Senior leadership role |
| Professional Asset Indemnity Limited (non-public captive) | Director | Oct 2021–Mar 2024 (voluntary wind-up) | Board oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hines Global Income Trust | Director; Chair of Audit Committee; Lead Independent Director | Director since Jul 2014; Lead Independent since May 2019 | Audit Committee leadership; independent board leadership |
| Adams Resources & Energy, Inc. | Director | May 2019–Feb 2025 | Public company board service |
| Various Houston-area non-profits (e.g., Catholic Endowment Foundation of Galveston-Houston; Strake Jesuit College Preparatory; The Regis School; Houston Symphony; University of St. Thomas; The Alley Theatre; Taping for the Blind, Inc.) | Director/Trustee (multiple; some past chairs) | — | Community and governance engagement |
Board Governance
- Independence and leadership: The Board determined Mr. Niemann is independent under NYSE and 1940 Act standards; he serves as Lead Independent Director (designated at listing) and presides over executive sessions of independent directors. He consults on agendas, acts as liaison with management, and facilitates independent director collaboration. All committees are fully independent.
- Committee assignments (as of Record Date): Audit (member), Nominating & Corporate Governance (member), Compensation (Chair). The Board has identified him as an “audit committee financial expert.”
- Attendance: In 2024, the Board met 8 times (Audit Committee met 4 times). All incumbent directors attended at least 75% of Board and committee meetings; all then-serving directors attended the 2024 annual meeting. The Compensation Committee was newly formed upon NYSE listing and did not meet in 2024.
- Governance practices: Regular executive sessions; annual Board and committee self-assessments; designated ESG and cybersecurity oversight via committees.
Fixed Compensation
| Component | 2024 Policy/Outcome | 2025 Policy (effective upon listing) | Notes |
|---|---|---|---|
| Independent director annual retainer (cash) | $120,000 | $125,000 | Non-employee directors generally do not receive per-meeting fees absent exceptional circumstances. |
| Lead Independent Director retainer | N/A | +$25,000 | Applies to Mr. Niemann as Lead Independent Director (effective at listing). |
| Committee Chair retainers | Audit Chair: $15,000; Nominating & Governance Chair: $10,000; Compensation Chair: $5,000 | Same | Mr. Niemann is Compensation Chair. |
| Adviser Conflicts Committee liaison retainer | $10,000 (paid in 2024 to the Board liaison) | Eliminated effective upon listing | Liaison role identified with Mr. Kay by the Board. |
| 2024 fees earned (Niemann) | $130,000 | — | 2024 director compensation (cash only). |
The company did not pay stock or option awards to directors in 2024; directors do not receive pension or retirement benefits.
Performance Compensation
- Equity or option awards to directors: None in 2024 (no Item 402(x) events to report; no stock options, SARs, or similar instruments granted).
- Director compensation philosophy: The Compensation Committee (independent) oversees non-management director compensation; executive officers do not receive direct compensation from the company (external adviser model).
| Performance Metric or Equity Vehicle | Plan/Metric | Grant/Target | Vesting/Performance Conditions |
|---|---|---|---|
| Director equity awards (RSUs/PSUs/Options) | None disclosed for 2024 | — | — |
Other Directorships & Interlocks
- Current public company roles: Hines Global Income Trust (Director; Audit Chair; Lead Independent Director).
- Prior public company role: Adams Resources & Energy, Inc. (Director, May 2019–Feb 2025).
- Compensation committee interlocks: None identified; no insider participation.
Expertise & Qualifications
- Financial expertise: Designated audit committee financial expert; 40+ years in public accounting and senior management at Arthur Andersen.
- Legal and tax credentials: J.D. and LL.M. in Taxation; extensive tax and governance experience.
- Board competencies cited: Risk oversight, financial reporting, compensation oversight, and independent leadership (Lead Independent Director).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Dollar Range |
|---|---|---|---|
| John O. Niemann, Jr. | 27,516 | <1% | Over $100,000 (based on $15.73/share as of Record Date) |
- Hedging/pledging: Policy prohibits short sales, speculative trading, hedging transactions, and pledging of company securities except in limited pre-approved cases by the Chief Compliance Officer. No individual pledging by Mr. Niemann is disclosed.
- Insider trading policy and clawback: Comprehensive insider trading policy; NYSE Rule 10D-1 compliant clawback policy adopted.
Governance Assessment
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Strengths for investor confidence:
- Lead Independent Director and Compensation Committee Chair roles centralize independent oversight of management, succession planning, and director pay; all committees are independent.
- Audit Committee financial expert status and deep accounting background bolster financial reporting oversight.
- Attendance threshold met (≥75% in 2024); engagement evidenced by multiple committee memberships and independent leadership.
- Personal equity stake (>$100k) supports alignment given cash-only board compensation.
-
Potential risks/considerations:
- Externally managed BDC structure entails inherent adviser conflicts (fee base tied to assets; co-investment allocation), though mitigated by independent Board oversight, a Conflicts Committee liaison (Mr. Kay), and SEC co-investment exemptive order; no related-party transactions specific to Mr. Niemann identified.
- Director compensation is predominantly fixed cash (no equity awards in 2024), which may modestly reduce direct pay-for-performance sensitivity at the director level, partially offset by personal share ownership.
-
RED FLAGS observed:
- None specific to Mr. Niemann in the proxy: independence affirmed; no attendance shortfall; no interlocks; no related-party transactions disclosed involving him; hedging/pledging restricted by policy.