Nicholas T. Meserve
About Nicholas T. Meserve
Nicholas T. Meserve is Managing Director at MSC Income Fund, Inc. (MSIF) and has served in this role since 2020. He is age 45 and sits on Main Street’s private credit investment team, responsible for managing a portfolio of private loan and middle market investments, and for sourcing, originating, and executing new investments; he previously served on MSIF’s Board of Directors from April 2016 to June 2020 . MSIF listed on the NYSE under “MSIF” on January 29, 2025, which frames public TSR assessment predominantly from that date forward rather than from Meserve’s earlier tenure . No personal revenue/EBITDA-linked compensation metrics are disclosed; MSIF’s executives are compensated by the external adviser (MSC Adviser I, LLC), so performance linkage is primarily through adviser-level fee constructs (pre-incentive fee NII and capital gains) rather than individual executive bonus formulas .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Highland Capital Management, LP | Portfolio manager (senior loans & high yield bonds) | Not disclosed | Managed credit portfolios across diverse industries |
| Pyxis Capital, LP | Director | Not disclosed | Credit and investment management leadership |
| JPMorgan Chase & Co. | Credit Analyst | Not disclosed | Credit underwriting and analysis foundation |
| MSC Income Fund, Inc. | Director | 2016–2020 | Governance and oversight prior to NYSE listing |
External Roles
No external board roles or committee positions for Meserve are disclosed in MSIF’s 2025 proxy. Skip (not disclosed) .
Fixed Compensation
- MSIF executives do not receive direct compensation from MSIF; compensation is paid by MSC Adviser I, LLC (Main Street’s wholly owned subsidiary). MSIF reimburses the Adviser for allocable administrative services costs, subject to a quarterly cap based on total assets and basis-point tiers (6.000 bps to 4.500 bps) .
- As a result, base salary, target/actual bonus, RSU/PSU grant details, and option specifics for Meserve are not disclosed in MSIF filings. Skip (not disclosed) .
Performance Compensation
MSIF’s executives are employees of the Adviser; incentive alignment is primarily through the Advisory Agreement between MSIF and MSC Adviser I, LLC. Key elements:
| Component | Terms | Source |
|---|---|---|
| Base Management Fee | 1.5% of average total assets (including cash), payable quarterly; step-downs to 1.25% and 1.00% if lower middle market fair value mix falls below 20% and 7.5% thresholds | |
| Subordinated Incentive Fee on Income | Hurdle: 1.5% quarterly pre-incentive fee NII; Catch-up: 50% between 1.5% and 2.307692% to achieve 17.5%; Above catch-up: 17.5% of pre-incentive fee NII | |
| Incentive Fee on Capital Gains | 17.5% on cumulative realized capital gains (net of taxes), net of cumulative realized losses and unrealized depreciation since listing; annual measurement; with defined cost basis rules post-listing |
- Implication: The adviser’s compensation is explicitly tied to quarterly pre-incentive fee net investment income and realized capital gains/losses, creating portfolio performance-linked pay, but individual executive payout formulas for Meserve are not disclosed. Skip individual metric weightings/targets (not disclosed) .
Equity Ownership & Alignment
- Beneficial ownership: The 2025 proxy tabulates beneficial ownership for eight executives/directors; Meserve is not among the named group, and no specific share count for Meserve is disclosed. The company states there are no options currently exercisable or exercisable within 60 days of the record date .
- Hedging/Pledging: Hedging (derivatives, collars, swaps, prepaid forwards) and short-term/speculative trading are prohibited; pledging is prohibited except in limited, pre-approved circumstances .
- Clawback: MSIF has a NYSE Rule 10D-1 compliant clawback policy to recoup erroneously awarded incentive-based compensation following required accounting restatements .
- Ownership guidelines for executives, pledging compliance status, and any shares pledged by Meserve are not disclosed. Skip (not disclosed) .
Employment Terms
- Officers serve at the discretion of the Board until succession or earlier death, removal, or resignation; no individual employment agreement, severance multiple, change-of-control (single/double trigger), non-compete/non-solicit, or garden leave terms for Meserve are disclosed in MSIF filings. Skip (not disclosed) .
- Say-on-pay: Not presented for 2025; proxy proposals cover director elections and below-NAV share issuance authorization .
Performance & Track Record
Company-level performance reference points during the period around the NYSE listing:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Income - (IS) ($USD) | $66,209,000 | $56,553,000 |
- Listing context: Shares began trading on NYSE January 29, 2025 under “MSIF,” which constrains public TSR analysis prior to 2025; no executive-specific TSR disclosures are provided .
- Revenue and EBITDA figures are not available in the retrieved financials; skip (not disclosed). Values retrieved from S&P Global.*
Governance & Compensation Committee Context
- Compensation Committee was newly formed upon the 2025 listing and focuses on non-management director compensation and succession planning; MSIF executives do not receive direct pay from MSIF, so typical named executive compensation CD&A does not apply .
- Insider trading and clawback policies are in place; ESG oversight resides with the Nominating and Corporate Governance Committee; conflicts oversight via Adviser Conflicts Committee liaison .
Investment Implications
- Pay-for-performance alignment: Individual executive incentive details are not disclosed; alignment for Meserve appears indirect through the adviser’s fee structure (pre-incentive fee NII and capital gains), which rewards income generation and realized value creation but may also incentivize deal flow and realizations; absence of personal metrics and vesting schedules reduces transparency for pay-for-performance assessment .
- Selling pressure and ownership: No Form 4 data or personal share count disclosed for Meserve; policies restrict hedging and pledging (with narrow exceptions), which reduces misalignment risk; lack of disclosed personal ownership prevents robust “skin-in-the-game” analysis .
- Retention/contract risk: No employment contract or severance/change-of-control terms disclosed; tenure since 2012 at Main Street and role continuity since 2020 suggest lower near-term retention risk, but absent contractual detail limits quantitative retention risk modeling .
- Execution risk: Company net income declined FY 2023 to FY 2024, and the post-listing period includes potential below-NAV issuance flexibility—a tool that can strengthen capital base but is dilutive, placing a premium on disciplined deployment to earn through dilution; adviser fee mechanics tie compensation to income and realized gains, incentivizing portfolio performance .
Bottom line: Meserve’s role is central to private credit origination and portfolio management, but MSIF’s externally managed structure limits disclosure on his personal compensation/ownership. Investors should monitor adviser-level incentives, quarterly pre-incentive fee NII trends, realized gains cadence, and any Form 4 activity for Meserve once available, alongside deployment discipline if below-NAV issuance is utilized .
*Values retrieved from S&P Global.