Main Street Capital Corporation Definitive proxy statements

Pay vs Performance Disclosure, Table


									Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation Table Total for PEO(1)		Compensation Actually Paid to PEO(2)		Average Summary Compensation Table Total for Non-PEO NEOs(1)		Average Compensation Actually Paid to Non-PEO NEOs(1)(2)		Company Total Shareholder Return(3)		S&P 500 BDC Index Total Shareholder Return		Net Investment Income ($ in thousands)		Distributable Net Investment Income(4) ($ in thousands)
2024	$	8,182,844	$	11,219,287	$	4,348,702	$	6,000,944	$	201.00	$	97.00	$	355,059	$	374,969
2023	7,758,680		9,123,226		5,325,044		6,326,314		136.37		93.32		339,019		356,788
2022	7,081,320		6,541,799		5,186,419		4,769,633		106.35		82.17		245,327		257,522
2021	5,028,757		6,258,742		2,923,779		3,775,525		119.78		100.75		182,665		194,742
2020	1,706,550		1,220,984		1,257,019		1,069,788		80.84		80.52		137,945		148,773

Company Selected Measure Name

Distributable net investment income

Named Executive Officers, Footnote

The PEO and the non-PEO NEOs for each year are as follows:

a.PEO: Dwayne L. Hyzak

b.non-PEO NEOs: in 2024 were David L. Magdol, Jesse E. Morris, Jason B. Beauvais and Ryan R. Nelson; in 2023 and 2022 were David L. Magdol, Jesse E. Morris and Jason B. Beauvais; and in 2021 and 2020 were David L. Magdol, Jesse E. Morris, Jason B. Beauvais and Brent D. Smith.

PEO Total Compensation Amount

$ 8,182,844

$ 7,758,680

$ 7,081,320

$ 5,028,757

$ 1,706,550

PEO Actually Paid Compensation Amount

$ 11,219,287

9,123,226

6,541,799

6,258,742

1,220,984

Adjustment To PEO Compensation, Footnote

Compensation Actually Paid is a calculation that begins with the Summary Compensation Table (SCT) total compensation in the given year with certain adjustments prescribed by the SEC rules. The following table provides a reconciliation of SCT total compensation with Compensation Actually Paid for fiscal year 2024:


Name	Year	SCT Total		SCT Stock Awards		Fair Value of Stock Awards Granted in the Covered Year		Change in Fair Value of Unvested Stock Awards from Prior Years		Fair Value of Stock Awards Granted and Vested in the Covered Year		Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year		Fair Value of Stock Awards Forfeited		Value of Dividends on Unvested Stock Awards		Compensation Actually Paid
PEO	2024	$	8,182,844	$	(3,663,748)	$	4,574,219	$	1,241,692	$	—	$	243,282	$	—	$	640,997	$	11,219,287
NEO Average	2024	4,348,702		(1,950,978)		2,434,468		690,182		—		130,046		—		348,524		6,000,944

Non-PEO NEO Average Total Compensation Amount

$ 4,348,702

5,325,044

5,186,419

2,923,779

1,257,019

Non-PEO NEO Average Compensation Actually Paid Amount

$ 6,000,944

6,326,314

4,769,633

3,775,525

1,069,788

Adjustment to Non-PEO NEO Compensation Footnote


Name	Year	SCT Total		SCT Stock Awards		Fair Value of Stock Awards Granted in the Covered Year		Change in Fair Value of Unvested Stock Awards from Prior Years		Fair Value of Stock Awards Granted and Vested in the Covered Year		Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year		Fair Value of Stock Awards Forfeited		Value of Dividends on Unvested Stock Awards		Compensation Actually Paid
PEO	2024	$	8,182,844	$	(3,663,748)	$	4,574,219	$	1,241,692	$	—	$	243,282	$	—	$	640,997	$	11,219,287
NEO Average	2024	4,348,702		(1,950,978)		2,434,468		690,182		—		130,046		—		348,524		6,000,944

Compensation Actually Paid vs. Total Shareholder Return

The graph below reflects the relationship between “Compensation Actually Paid” to our Chief Executive Officer and other Named Executive Officers and Total Shareholder Return for the Company and the S&P BDC Index:

Compensation Actually Paid vs. Net Income

The graph below reflects the relationship between “Compensation Actually Paid” to our Chief Executive Officer and other Named Executive Officers and Net Investment Income and Distributable Net Investment Income:

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table

As described above, restrictions imposed by the 1940 Act restrict the Compensation Committee’s ability to use nondiscretionary or formulaic Company performance goals or criteria to determine executive incentive compensation. However, the Committee considers several financial performance metrics, along with other factors including operational goals and individual performance criteria, in determining the appropriate compensation for NEOs. Subject to the foregoing restrictions imposed by the 1940 Act, in the Company’s assessment, the following list of performance measures represent the most important performance measures used to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to Company performance:

•return on equity percentage (based upon the net increase in net assets from operations);

•distributable net investment income, which is net investment income as determined in accordance with U.S. GAAP, excluding the impact of non-cash compensation expenses, which includes both share-based compensation expenses and deferred compensation expense or benefit;

•total dividends paid to stockholders;

•net realized gain or losses; and

•net unrealized appreciation or depreciation.

Total Shareholder Return Amount

$ 201.00

136.37

106.35

119.78

80.84

Peer Group Total Shareholder Return Amount

97.00

93.32

82.17

100.75

80.52

Net Income (Loss)

$ 355,059,000

$ 339,019,000

$ 245,327,000

$ 182,665,000

$ 137,945,000

Company Selected Measure Amount

374,969,000

356,788,000

257,522,000

194,742,000

148,773,000

PEO Name

Dwayne L. Hyzak

Additional 402(v) Disclosure

Total Shareholder Return represents the value of a hypothetical $100 investment beginning at market close on the last trading day of 2019, assuming reinvestment of all dividends.

Other key metrics considered by the Compensation Committee when determining the appropriate compensation for NEOs include gross and net investment activity, net origination activities, growth and performance of the Company’s asset management business, maintenance of liquidity and capital flexibility and individual contributions to corporate objectives.

Measure:: 1

Non-GAAP Measure Description

Distributable net investment income is net investment income as determined in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), excluding the impacts of share-based compensation expense and deferred compensation expense or benefit. We believe that distributable net investment income is a useful and appropriate compensation metric since share-based compensation does not require settlement in cash and deferred compensation expense or benefit does not result in a net cash impact to Main Street upon settlement. As a result, distributable net investment income is a clearer measure of cash available for distributions to Main Street’s stockholders than net investment income as determined in accordance with U.S. GAAP. A reconciliation of distributable net investment income to net investment income is included in our annual reports on Form 10-K for the years ended December 31, 2021 (for the year ended December 31, 2020), December 31, 2022 (for the year ended December 31, 2021), December 31, 2023 (for the year ended December 31, 2022) and December 31, 2024 (for the years ended December 31, 2024 and 2023).

PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

$ (3,663,748)

PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

4,574,219

PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

1,241,692

PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

243,282

PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year

Non-PEO NEO | Measure:: 1

$ 640,997

Non-PEO NEO | Measure:: 2

distributable net investment income, which is net investment income as determined in accordance with U.S. GAAP, excluding the impact of non-cash compensation expenses, which includes both share-based compensation expenses and deferred compensation expense or benefit

Non-PEO NEO | Measure:: 3

return on equity percentage (based upon the net increase in net assets from operations

Non-PEO NEO | Measure:: 4

total dividends paid to stockholders