Dustin Norris

About Dustin Norris

Dustin Norris (born 1984) is Executive Vice President of NexPoint Capital, Inc. (NXPT) since April 2019; he serves as Head of Distribution and Chief Product Strategist at NexPoint Advisors, L.P. (the Adviser) since March 2019 and President of NexPoint Securities, Inc. since April 2018 . He previously served as Secretary of NXPT beginning in 2014 and was appointed an Interested Director on February 7, 2018 for a term expiring in 2021; as an officer and Interested Director he received no direct remuneration from NXPT . Biography disclosures in the NexPoint fund complex note Norris holds master’s and bachelor’s degrees in accounting from Brigham Young University and is a licensed CPA, with prior experience at Deloitte & Touche LLP in audit and enterprise risk services . NXPT reports that executive officers are compensated by the Adviser (not NXPT), and NXPT is not exchange-listed (no Section 12(b) listing), so issuer-level TSR or equity-linked pay metrics for NXPT executives are not disclosed or applicable .

Past Roles

External Roles

Fixed Compensation

• NXPT has no compensation committee and does not compensate executive officers directly; executive officers receive no salary, bonus, equity awards, perquisites, pension, or retirement plan from NXPT. All executive compensation is paid by the Adviser under advisory and administration agreements; NXPT pays advisory and administrative fees to the Adviser instead .
• Advisory fees paid by NXPT to the Adviser were $945,241 (base management fee) for FY 2024; no incentive fee was earned for FY 2024 .

Performance Compensation

• NXPT does not grant equity or incentive awards to executive officers, and no NXPT-linked performance metrics (e.g., revenue/EBITDA/TSR-based awards) apply to NXPT executives; compensation decisions occur at the Adviser level and are not disclosed in NXPT’s proxy .

Equity Ownership & Alignment

• Director dollar ranges of NXPT ownership: Froehlich, Powell, Ward, McWhorter, and Honis each reported “None” for NXPT shares as of December 31, 2024 (dollar ranges method) .
• NXPT’s proxy does not disclose any officer-level hedging/pledging policy or any shares pledged by officers; no such pledging disclosures are present in the cited materials .

Employment Terms

• Executive officers serve until a successor is duly elected and qualifies or until resignation/removal; day-to-day operations are performed by service providers (Adviser/Administrator) under Board oversight .
• Appointment: Norris was appointed as an Interested Director on Feb 7, 2018; the Board noted no arrangements/understandings leading to selection and no material interest in transactions requiring Item 404(a) disclosure. As an officer/Interested Director he received no direct remuneration from NXPT and had no committee assignments .
• Severance/change-of-control terms: Not applicable at NXPT for executive officers (no NXPT-paid compensation). NXPT discloses no severance, CIC multiples, or accelerated vesting terms for executive officers .
• Section 16(a) compliance: NXPT reports no known late Section 16 filings during the past fiscal year .

Board Governance (Context)

• Board size five; four independent directors; committees include Audit and Qualified Legal Compliance (Ward, Chair), Governance and Compliance (Froehlich, Chair), and Administration and Operations (Honis, Chair). The Board held eight meetings in FY 2024; each director attended ≥75% of meetings .
• NXPT does not have a compensation committee because executives are not compensated by NXPT; director compensation is overseen by the Governance and Compliance Committee. Independent directors receive retainers (Chairman +$20,000; Committee Chairs +$10,000), with no equity grants or incentive pay .

Related Party Transactions (Context)

• Senior management has ownership and financial interests in the Adviser/Administrator and may serve as officers/directors of affiliated entities with similar investment objectives; the Adviser earns a base management fee and may earn an incentive fee subject to BDC constraints. The Board oversees potential conflicts and co-investment/allocations per policy and the 1940 Act .

Investment Implications

• Pay-for-performance linkage at the NXPT issuer level is minimal for Norris: NXPT does not compensate executives directly and provides no NXPT-based performance equity, limiting direct alignment through NXPT incentives; alignment (if any) exists through Adviser-level compensation, which is not disclosed in NXPT’s proxy .
• Ownership alignment signals are weak at NXPT: the entire officer/director group reported no NXPT share ownership as of April 30, 2025, and directors reported “None” dollar range holdings, indicating low direct skin-in-the-game at the issuer level. Insider selling pressure appears negligible given the lack of reported holdings at NXPT .
• Retention risk is more a function of Adviser employment than NXPT, since Norris’s compensation and roles sit at NexPoint Advisors/NexPoint Securities rather than NXPT itself; NXPT discloses no executive severance or CIC economics for officers .
• Trading signal context: NXPT is not exchange-listed (no Section 12(b) registration), reducing traditional TSR tracking and market signaling around insider transactions; focus should be on Adviser fee dynamics, governance oversight, and related-party frameworks that could affect NAV and distributions rather than executive incentive triggers at NXPT .