Robert L. Kay

About Robert L. Kay

Robert L. Kay (age 73) has been an independent director of MSC Income Fund, Inc. since October 2020 and currently serves as Chair of the Nominating and Corporate Governance Committee (since January 2025). He has 40+ years of experience spanning commercial lending, venture investing, and operating leadership roles (CEO/COO/CFO), including COO/CFO of DrillingInfo (2006–2012). He holds a B.B.A. in general business (accounting concentration) from the University of Texas. The Board has determined he is independent; he is also designated an “audit committee financial expert.”

Past Roles

External Roles

Board Governance

• Independence and board composition: 3 of 4 directors are independent; the Board annually evaluates independence. The Board affirmed all directors other than Mr. Hyzak are independent, including Mr. Kay. Regular executive sessions of independent directors are held.
• Committees and leadership in 2025: The Board has Audit, Nominating & Corporate Governance, and Compensation Committees (all independent directors). Mr. Kay is Chair of Nominating & Corporate Governance and a member of Audit and Compensation; he also serves as the Board’s liaison to the Adviser’s Conflicts Committee. All three independent directors (including Kay) are designated “audit committee financial experts.”
• Meetings and attendance: The Board met 8 times and acted by unanimous written consent 33 times in 2024; all incumbent directors attended at least 75% of Board/committee meetings and attended the 2024 Annual Meeting.

Governance processes

• Annual board and committee self-assessments (led by Nominating & Governance).
• Risk oversight: Clear allocation across Board, Audit (valuation, financial reporting, cybersecurity), Compensation (succession and director comp), and Nominating & Governance (governance, director nomination, ESG oversight).

Fixed Compensation

• Director fee structure
  • 2024: Independent director annual retainer $120,000; Audit Chair +$15,000; Nominating Chair +$10,000; Compensation Chair +$5,000; Lead Independent Director +$25,000; Conflicts Committee liaison +$10,000 (2024 only). No meeting fees in normal course.
  • Effective upon NYSE listing (Jan 29, 2025): Independent director annual retainer increased to $125,000; Lead Independent Director +$25,000; Conflicts liaison retainer discontinued. Chair retainers unchanged.

Compensation structure implications

• Mr. Kay’s 2024 total ($130,000) aligns with $120,000 base retainer plus $10,000 Conflicts Committee liaison retainer, prior to his January 2025 appointment as Nominating & Governance Chair.
• From 2025, expected cash retainer impact for Mr. Kay: $125,000 (base) + $10,000 (Nominating Chair), with the liaison retainer removed (no 2025 committee fees paid for liaison).

Performance Compensation

• No director equity awards or options in 2024; the Company did not grant stock options or similar option-like instruments in 2024. No performance metrics, PSUs/RSUs, or equity-based director compensation disclosed.

Other Directorships & Interlocks

Expertise & Qualifications

• Audit/finance: Designated “audit committee financial expert”; prior operating finance roles (COO/CFO DrillingInfo) and commercial lending background.
• Investing/transactions: Venture investing; private equity/intermediary experience; extensive transactional experience.
• Governance/ESG: Chairs Nominating & Corporate Governance; that committee oversees governance processes and ESG strategy/reporting.
• Education: B.B.A., University of Texas (accounting concentration).

Equity Ownership

Policies affecting alignment

• Insider trading/hedging/pledging: Directors are prohibited from short sales and hedging Company securities; pledging is prohibited except in limited circumstances pre-approved by the Chief Compliance Officer.

Governance Assessment

Strengths

• Independence, committee leadership, and audit expertise: Independent; Chair of Nominating & Governance; designated audit committee financial expert—supports board effectiveness and oversight quality.
• Engagement: Board met 8 times in 2024 (33 consents); all incumbent directors met the ≥75% attendance standard and attended the 2024 Annual Meeting.
• Ownership: Holds 10,600 shares (> $100k dollar range), providing alignment with shareholders.
• Structured conflicts oversight: Serves as Board liaison to Adviser’s Conflicts Committee; co-investment conflicts are subject to SEC-exemptive order conditions and independent director oversight.

Watch items / potential conflicts

• External management model: Advisory fee base and incentive mechanics reside with the Adviser; the Board documented potential fee-related conflicts (e.g., asset-based fees) in connection with capital raising decisions, concluding benefits could outweigh detriments. Strong conflicts oversight remains important.
• Affiliate transactions: Share sales to Main Street (Adviser’s parent) occurred in 2024–2025; Main Street and the Company both adopted market purchase plans with specific limits, and a fund-of-funds agreement was executed as Main Street’s ownership could exceed 3%—these are disclosed and Board-approved, but they warrant ongoing monitoring for independence optics.

Attendance, independence, compensation, ownership, and conflicts policies as presented above collectively support investor confidence, with particular weight on Mr. Kay’s governance chair role and audit expertise balanced against the inherent conflict dynamics of an externally managed BDC platform.