Michael Fishman

About Michael Fishman

Michael Fishman is a Class III director and Vice President of Sixth Street Specialty Lending, Inc. (TSLX), classified as an “interested person” due to his employment with the external Adviser; his current director term expires in 2026. He served as TSLX’s Chief Executive Officer (2011–2013) and Co‑Chief Executive Officer (2013–2017), and is a Partner at Sixth Street; he holds a B.S. in Finance from Rochester Institute of Technology and has 30+ years in corporate lending leadership . Birth year: 1963 . Company‑level performance metrics (TSR, revenue/EBITDA growth) tied specifically to his tenure are not disclosed.

Past Roles

External Roles

Fixed Compensation

TSLX is externally managed; executives are employees of the Adviser or affiliates. TSLX does not directly pay executive salaries or director fees to Adviser‑affiliated directors.

Performance Compensation

TSLX has no equity compensation plans and does not grant options or stock awards; any bonuses or performance awards are paid by the Adviser.

Advisory Fee Structure (Context for Pay‑for‑Performance Alignment)

The Adviser is paid a 1.5% annual base management fee on average gross assets (with leverage waiver to 1.0% over 200% asset coverage) and a two‑part incentive fee (NII hurdle/“catch‑up” and capital gains), creating potential alignment with portfolio income and realized gains at the TSLX level. 2024 gross management fees $51.8M (waived $1.5M under leverage waiver); 2024 incentive fees $40.2M ($45.5M realized & payable) .

Equity Ownership & Alignment

Implication: Full pledging of his stake—despite a general prohibition with exceptions—introduces forced‑sale risk under collateral calls, a misalignment red flag for BDC governance norms .

Employment Terms

Board Governance

• Role and independence: Class III director; Vice President; “interested person” due to Adviser affiliation; term expires in 2026 .
• Committee roles: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance Committees (these are composed solely of independent directors); Risk Management Committee voting members are Easterly, Ross, Tanemura (non‑voting Simmonds, Pluss), not Fishman .
• Board leadership and independence mitigants: Chairman is Joshua Easterly; no designated Lead Independent Director; independent directors hold executive sessions and chair key committees; Audit Committee chaired by an audit committee financial expert (Judy Slotkin) .
• Attendance: Board met four times in 2024; no incumbent director attended fewer than 75% of aggregate Board and committee meetings during their service period (individual rates not disclosed) .

Performance & Track Record

Compensation Structure Analysis

• Externalized pay: Executive compensation is determined and paid by the Adviser, not TSLX; TSLX has no equity compensation plans and does not grant options, RSUs/PSUs, or direct cash compensation to Adviser‑affiliated directors (including Fishman) .
• At‑risk economics: Adviser fee structure ties economics to TSLX portfolio income and realized gains; quarterly NII hurdle/catch‑up and annual capital gains fee could motivate underwriting discipline and realization strategy; increases in gross assets also increase management fees (Board renews annually and monitors alignment) .
• Discretionary modifications: No disclosure of repricing/modifications of awards at TSLX (no equity plan); Adviser did not waive incentive fees in 2024; modest leverage‑based management fee waiver applied .

Related Party & Conflicts

• Interested director: As Partner of Sixth Street and Investment Review Committee member, Fishman participates in investment allocation and review, with potential conflicts across Sixth Street vehicles; co‑investment governed by SEC exemptive order and Board‑established criteria with required majority approvals .
• Issuance below NAV (context): Board considered conflicts (management fees rise with assets) and concluded benefits to stockholders outweigh detriments when authorizing potential issuance below NAV, subject to conditions and independent director approvals .

Director Compensation (for Fishman)

Equity Ownership Details

Employment Terms Summary

Investment Implications

• Alignment: Fishman’s direct economic alignment via TSLX share ownership is de minimis (<0.1%); full pledging of his stake introduces potential forced‑sale risk under stress, a governance red flag despite policy discouraging pledging with exceptions .
• Incentives: As Partner at Sixth Street and a member of the Investment Review Committee, his incentives are primarily through Adviser fees tied to TSLX portfolio income/realized gains, not direct TSLX equity grants—aligning with portfolio performance but potentially encouraging asset growth (which the Board monitors via annual advisory agreement renewals) .
• Retention: External management structure and senior role at Sixth Street suggest low near‑term retention risk at the TSLX level; no TSLX severance/CoC terms disclosed, as employment resides with Adviser .
• Trading signals: No Form 4 activity is disclosed in the proxy; monitor future insider filings given pledged shares and any potential margin/collateral dynamics .

Overall, Fishman’s governance footprint is significant via investment committee participation and prior CEO experience, but pay‑for‑performance at TSLX is mediated through the external Adviser fee model; minimal unpledged personal equity exposure and “interested director” status warrant continued monitoring of conflicts and pledge exceptions as potential sources of misalignment .