Ryan H. McHugh
About Ryan H. McHugh
Ryan H. McHugh is Vice President, Chief Accounting Officer and Assistant Treasurer of MSC Income Fund (MSIF) and has served in these roles since August 2024; he also holds the same titles at Main Street Capital Corporation (Main Street) . He is a certified public accountant with a B.A. in Economics (University of Texas at Austin) and a Master’s degree in Accounting (University of Texas at San Antonio), age 48 as of the May 30, 2025 record date; he signed MSIF’s FY2024 Form 10-K as principal accounting officer on March 20, 2025 . Prior to MSIF/Main Street, he spent eight years at Academy Sports + Outdoors in leadership roles including Vice President and Corporate Controller; earlier accounting leadership roles at Glori Energy and Stewart Title, and began his career in assurance at Grant Thornton . MSIF executives do not receive direct compensation from MSIF; compensation is paid by the external adviser (MSC Adviser I, LLC), with MSIF reimbursing capped administrative expenses, and adviser fees are tied to total assets and net investment income/capital gains under the Advisory Agreement adopted at listing .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Academy Sports + Outdoors (NASDAQ: ASO) | Vice President & Corporate Controller; other leadership roles | 8 years (dates not disclosed) | Led corporate accounting and controls for a large retailer, supporting financial reporting and operational scaling . |
| Glori Energy (NASDAQ: GLRI) | Accounting and leadership roles | Not disclosed | Accounting leadership in energy sector; broadened industry exposure . |
| Stewart Title Company (NYSE: STC) | Accounting and leadership roles | Not disclosed | Accounting leadership in financial services/insurance; public company reporting . |
| Grant Thornton | Assurance practice | Early career | Foundation in audit/assurance and controls . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Main Street Capital Corporation | Vice President & Chief Accounting Officer | Since August 2024 | Dual appointment aligns accounting leadership across adviser and MSIF structure . |
Fixed Compensation
| Component | Payer | Amount/Structure | Notes |
|---|---|---|---|
| Executive cash compensation (salary/bonus) | MSC Adviser I, LLC (external adviser) | Not disclosed by MSIF | “None of our executive officers receives direct compensation from us”; MSIF reimburses capped internal administrative expenses to Adviser (incl. allocable salaries/benefits) . |
| Administrative reimbursements (allocable cost of CFO/CCO and related admin personnel) | MSIF (to Adviser) | Capped quarterly by total assets tier (6.000/5.125/4.500 bps) | Cap memorializes prior waivers; applied on total assets at quarter-end times tier bps . |
Performance Compensation
| Incentive Mechanism (Adviser-level) | Metric | Hurdle/Rate | Payout Structure | Notes |
|---|---|---|---|---|
| Base management fee | Average total assets (incl. cash) | 1.50% annual (quarterly in arrears) | Fixed percentage of average total assets; reduced to 1.25% or 1.00% if lower middle market mix thresholds met | Drives focus on asset growth and portfolio mix . |
| Subordinated incentive fee on income | Pre-incentive fee net investment income (quarterly) | Hurdle 1.5% quarterly (6.0% annualized) | 50% “catch-up” between 1.5%–2.307692% to reach 17.5% on all NII; over 2.307692% pays 17.5% of NII | Rewards recurring income generation; definitions exclude cap gains/losses from NII . |
| Incentive fee on capital gains | Realized capital gains (net of tax), cumulative since listing | 17.5% of cumulative gains net of cumulative losses/unrealized depreciation and prior fees | Calculated annually; cost basis set at fair value at listing date for pre-listing assets | Aligns long-term value creation and realization discipline . |
While these pay levers apply to the Adviser rather than individual executives, they shape overall incentive alignment across MSIF’s externally managed structure, including accounting leadership’s emphasis on accurate valuation, income recognition, and controls supporting fee metrics .
Equity Ownership & Alignment
| Item | Status | Detail |
|---|---|---|
| Beneficial ownership (individual) | Not disclosed | McHugh is not listed among named beneficial owners in the proxy’s ownership table; executive officers listed individually are Magdol, Morris, Beauvais, Gilbert; group total covers 8 persons not including McHugh . |
| Hedging policy | Prohibited | Hedging, short-term/speculative trading, derivatives, equity swaps, collars prohibited for directors/officers/personnel . |
| Pledging policy | Prohibited (limited exceptions) | Pledging company securities is prohibited except in limited, pre-approved circumstances by the Chief Compliance Officer . |
| Clawback policy | Adopted | Executive Compensation Recovery policy per NYSE/Rule 10D-1: recoup erroneously awarded incentive compensation after accounting restatements . |
Employment Terms
| Attribute | Detail |
|---|---|
| Current role | Vice President, Chief Accounting Officer and Assistant Treasurer since August 2024 . |
| Prior role at MSIF | Vice President of Finance since May 2024 . |
| Officer tenure & age | Officer since 2024; age 48 as of May 30, 2025 record date . |
| Dual role | Also VP & CAO at Main Street since August 2024 . |
| Officer service terms | Officers serve at the discretion of the Board; hold office until successor chosen/qualified or earlier death/removal/resignation . |
| Contract specifics (term, severance, change-in-control, non-compete) | Not disclosed |
| Address of record | 1300 Post Oak Blvd., 8th Floor, Houston, TX 77056 . |
| Signatory authority | Signed FY2024 Form 10-K as principal accounting officer on March 20, 2025 . |
Investment Implications
- Pay-for-performance alignment in an externally managed BDC: Executive pay is not directly from MSIF; firm-wide adviser incentives emphasize total assets and net investment income, which can create tension between asset growth and per-share value dilution unless controlled via disciplined underwriting and valuation; accounting leadership is central to fee calculations integrity .
- Insider risk controls: Hedging and pledging prohibitions and a formal clawback policy reduce misalignment/hedging risk and support governance quality; absence of individual beneficial ownership disclosure for McHugh limits direct “skin-in-the-game” visibility and may reduce near-term selling pressure signals from Form 4 activity .
- Retention and execution risk: Tenure under one year in the CAO role and dual reporting across MSIF/Main Street suggests continuity across adviser and BDC accounting policies; officers serve at Board discretion without disclosed employment/severance terms, implying standard at-will governance and reliance on adviser-level retention mechanisms .
- Dilution context: MSIF seeks annual authority to issue shares below NAV (up to 25% of outstanding), which can dilute per-share NAV; robust accounting oversight and valuation controls are critical under such capital flexibility, linking McHugh’s function to protecting per-share economics during market volatility and capital raises .
Key takeaway: In MSIF’s adviser-led compensation framework, McHugh’s impact for investors centers on control quality—accurate valuation, income recognition, and compliance that underpin fee metrics and capital market actions. Strong governance policies (no hedging/pledging, clawback) support alignment, while limited disclosure of his personal equity holdings tempers direct ownership alignment signals .