Kristin L. Rininger
About Kristin L. Rininger
Kristin L. Rininger, age 45, has served as Chief Compliance Officer (CCO) and Deputy General Counsel of MSC Income Fund, Inc. since November 2024; she also holds the same roles at MSC Adviser I, LLC (Main Street’s wholly owned adviser) . Prior to MSIF, she was Senior Director at ACA Group (June–August 2024) and spent four years as Director and BDC Team Lead at Optima Partners; earlier, she was a corporate and securities attorney at Eversheds Sutherland (US) LLP for six years, focused on BDC legal, regulatory, and compliance matters . During her tenure, MSIF listed on the NYSE on January 29, 2025 , and delivered Q3 2025 financial performance of NII $16.6 million ($0.35/share), total investment income $35.4 million, ROE 14.6% annualized, and NAV $15.54/share; total dividends declared were $0.36/share for the quarter .
MSIF Q3 2025 operating metrics:
| Metric | Q3 2025 |
|---|---|
| Net Investment Income ($USD Millions) | $16.6 |
| NII per Share ($USD) | $0.35 |
| NII Before Taxes ($USD Millions) | $17.0 |
| NII Before Taxes per Share ($USD) | $0.36 |
| Total Investment Income ($USD Millions) | $35.4 |
| Net Increase in Net Assets from Operations per Share ($USD) | $0.56 |
| Return on Equity (Annualized) | 14.6% |
| NAV per Share ($USD) | $15.54 |
| Dividends Declared per Share ($USD) | $0.36 |
Past Roles
| Organization | Role | Duration | Strategic Impact |
|---|---|---|---|
| ACA Group | Senior Director | June–August 2024 | Senior compliance consulting for financial industry clients |
| Optima Partners | Director; BDC Team Lead | Four years | Led regulatory and compliance programs for BDC clients |
| Eversheds Sutherland (US) LLP | Corporate & Securities Attorney | Six years | Managed legal, regulatory, and compliance matters for BDC clients |
External Roles
- Not disclosed in the 2025 proxy statement .
Fixed Compensation
MSIF does not pay its executive officers directly; compensation is paid by MSC Adviser I, LLC (the “Adviser”). MSIF reimburses the Adviser for administrative services (including portions of compensation for CFO and CCO functions and related overhead) subject to a quarterly cap schedule memorialized in the Advisory Agreement .
Internal Administrative Services expense cap (quarterly cap stated as annual basis point rate on total assets):
| Total Assets Tier | Annual Basis Point Rate |
|---|---|
| $0 – $500 million | 6.000 |
| >$500 million – $1.25 billion | 5.125 |
| >$1.25 billion | 4.500 |
Notes:
- Executives receive compensation from the Adviser, not MSIF; MSIF reimburses only allocable administrative costs within the caps above .
- The Compensation Committee is newly formed (upon listing) and focuses on non‑management director compensation and succession planning; no direct MSIF executive pay program exists .
Performance Compensation
Executive incentive plans specific to MSIF are not disclosed (executives are compensated by the Adviser) . The Adviser’s fee structure—an indirect performance lever—ties compensation to assets and income:
Adviser fee mechanics:
| Component | Terms |
|---|---|
| Base Management Fee | 1.50% of average total assets (incl. cash), payable quarterly; steps down to 1.25% if LMM fair value <20% of portfolio and to 1.00% if <7.5% |
| Income Hurdle | 1.5% quarterly (6.0% annualized) pre‑incentive fee NII on beginning net assets; no fee if not met |
| Catch‑Up Threshold | 2.307692% quarterly (9.230769% annualized); “catch‑up” to deliver 17.5% on all pre‑incentive fee NII once exceeded |
| Subordinated Incentive Fee on Income | 17.5% of pre‑incentive fee NII above the catch‑up threshold |
| Capital Gains Incentive Fee | 17.5% of cumulative realized capital gains (net of losses and unrealized depreciation and related taxes) since listing, less prior capital gains fees |
Clawback policy:
- MSIF adopted a clawback policy (NYSE and Rule 10D‑1) to recoup incentive‑based compensation from covered executive officers upon accounting restatements due to material non‑compliance with financial reporting requirements .
Equity Ownership & Alignment
- Beneficial ownership: The 2025 proxy discloses share counts for certain directors and executive officers; disclosed executive holders include David L. Magdol (41,904), Jesse E. Morris (10,000), Jason B. Beauvais (29,702), and Cory E. Gilbert (2,000). Kristin L. Rininger is not among those with reported holdings as of the record date (47,148,802 shares outstanding) .
- Insider trading, hedging/pledging policy: Prohibits short sales, speculative trading, and hedging transactions (puts, calls, derivatives, prepaid forwards, equity swaps, collars). Pledging company securities is prohibited except in limited circumstances pre‑approved by the Chief Compliance Officer .
- Clawback: Recovery of certain incentive‑based compensation for covered executives in the event of an accounting restatement .
Policy alignment summary:
| Policy | Key Provisions |
|---|---|
| Insider Trading & Hedging/Pledging | No trading on MNPI; ban on short sales/speculative trading; hedging banned; pledging banned except limited CCO pre‑approval |
| Clawback | Recoup incentive‑based compensation after required accounting restatement |
Employment Terms
- Role and start: CCO and Deputy General Counsel since November 2024 .
- Contract terms, severance, CoC: Not disclosed for Kristin in the proxy. MSIF executive compensation is administered via the Adviser; MSIF reimburses only capped administrative services .
- Governance: MSIF maintains independent board majority, lead independent director, and established Audit, Nominating & Corporate Governance, and Compensation Committees .
Investment Implications
- Compensation alignment: As an MSIF executive, Rininger’s pay is via the Adviser rather than direct MSIF plans; the Adviser’s fees are tied to total assets and pre‑incentive NII (17.5% incentive fee above a 1.5% hurdle). This structure incentivizes portfolio growth and income generation, while MSIF’s clawback and anti‑hedging/pledging policies mitigate misalignment risks .
- Insider selling pressure: No beneficial ownership is disclosed for Rininger; with pledging prohibited and no MSIF executive equity grant programs reported, there are no identified vesting or option‑related selling overhangs for her specifically. Absence of reported holdings prevents assessment of potential selling pressure .
- Retention and execution risk: Her deep BDC compliance/regulatory background (ACA Group, Optima Partners, Eversheds Sutherland) supports governance quality and regulatory adherence—critical for a listed BDC. Formal employment contract terms, severance, non‑compete, or CoC economics are not disclosed, limiting assessment of retention risks .
- Trading signals: Company performance during her tenure includes NYSE listing and improved Q3 2025 NII, ROE, and NAV, with dividends declared; these are positive fundamentals. However, they are firm‑level outcomes not directly tied to her personal incentive plan at MSIF .