DEF 14A of Bain Capital Specialty Finance, Inc.
Filed Apr 20, 20260001193125-26-163964
ELECTION OF CLASS I DIRECTORS
ELECTION OF CLASS I DIRECTORS The Board is currently composed of eight Directors, who are divided into three classes with staggered terms of three years, such that the term of office of one class expires at each annual meeting of stockholders. The terms of the Company’s Class I Directors expire at the Annual Meeting. As such, the holders of the Company’s Common Stock are being asked to elect Amy Butte, Thomas A. Hough and Clare S. Richer as Class I Directors of the Company, each to serve for a three-year term expiring at the Company’s 2029 annual meeting of stockholders or until their respective successors are duly elected and qualified. Mr. Hough, Ms. Butte and Ms. Richer are currently serving as Class I Directors of the Company and have consented to being named in this Proxy Statement and agreed to continue to serve as Class I Directors if elected. If Mr. Hough, Ms. Butte and Ms. Richer are not available to serve as a Director, proxies may be voted for the election of other persons selected by the Board. It is not anticipated that Mr. Hough, Ms. Butte and Ms. Richer will be unable or unwilling to serve. Stockholders of the Company have no cumulative voting rights with respect to the election of directors.
Information about the Nominees and Directors
Information about the Nominees and Directors The following tables provide information concerning the Class I Director nominees and the other individuals serving as Directors of the Company, as of the date of this Proxy Statement. The Class I Director nominees are listed first in the table under “Class I Director Nominees.” The terms of the Class II and Class III Directors expire in 2027 and 2028, respectively. The Board believes that each of the Directors, including the Class I Director nominees, have the experience, qualifications, attributes and skills appropriate to serve as a Director of the Company, in light of the Company’s business and structure. The significance or relevance of a nominee’s or Director’s particular experience, qualifications, attributes and/or skills is considered by the Board on an individual basis. Experience, qualifications, attributes and/or skills common to all nominees and Directors include the ability to critically review, evaluate and discuss information provided to them and to interact effectively with the other Directors and with representatives of the Advisor and its affiliates, other service providers, legal counsel and the Company’s independent registered public accounting firm, the capacity to address financial and legal issues and exercise reasonable business judgment, and a commitment to the representation of the interests of the Company and the stockholders. The Nominating and Corporate Governance Committee’s charter contains certain other factors that are considered by the Nominating and Corporate Governance Committee in identifying and evaluating potential nominees to serve as Directors. Based on each nominee’s experience, qualifications, attributes and/or skills, considered individually and with respect to the experience, qualifications, attributes and/or skills of the other Directors, the Board has concluded that each nominee should continue to serve as a Director. Additionally, below is a brief discussion of the experience, qualifications, attributes and/or skills of each Class I Director nominee and continuing Director that led the Board, in consultation with the Nominating and Corporate Governance Committee, to conclude that each such individual should serve as a Director. There are no family relationships among any Directors, Director nominees and executive officers of the Company. The address for each listed individual is c/o Bain Capital Specialty Finance, Inc., 200 Clarendon Street, 37th Floor, Boston, MA 02116.
Class I Director Nominees
Class I Director Nominees
Class I Director Nominees
| Name and Age | Position(s) held with the Company | Term of Office and Length of Time Served | Principal Occupation(s) During the Past Five Years | Number of Companies In Fund Complex Overseen by Director* | Other Directorships Held During the Past Five Years | | Independent Director | | | | | | | Amy Butte (58) | Director and Chair of the Nominating and Corporate Governance Committee | Class I Director since 2019; term expires 2026 | Chief Financial Officer of Navan, Inc. (2024 – 2026) | 2 | Board Member and Audit Committee Chair of DigitalOcean (2018 – 2025); Board Member and Audit Committee Chair of Navan (2024 – 2024); Independent Director and Audit Committee Chair of BNP Paribas USA (2016 – 2023); Chairman of Board of Iron Spark (2021 – 2022); Board Member and Audit Committee Chair of Stash Financial (2023 – 2024); Independent Trustee and Chair of the Nominating and Governance Committee of Bain Capital Private Credit (2022 – Present) | | Thomas A. Hough (73) | Director and Chairman of the Audit Committee | Class I Director since 2016; term expires 2026 | None | 2 | Independent Board Member, Audit Committee Member, Chair of the Finance Committee and Investment Committee of the National Kidney Foundation (2012 – 2021); Independent Trustee and Chairman of the Audit Committee of Bain Capital Private Credit (2022 – Present) | | Clare S. Richer (67) | Director and Chair of the Compensation Committee | Class I Director since 2019; term expires 2026 | None | 2 | Independent Board Member and Head of the Finance Committee of Principal Financial Group (2020 – Present); Human Resource Committee Member of Principal Financial Group (2025 – Present); Audit Committee Member of Principal Financial Group (2020 – 2025); Board Member and Audit Committee Member of the State Street Global Advisors SPDR ETF Mutual Funds (2018 – Present), University of Notre Dame (2015 – Present); Independent Trustee and Chair of the Compensation Committee of Bain Capital Private Credit (2022 – Present) |
Class I Director Nominees
| * “Fund Complex” includes the Company and Bain Capital Private Credit. |
Class I Director Nominees
Amy Butte has served as a Director since July 2019 and is Chair of the Nominating and Corporate Governance Committee. Most recently, Ms. Butte served as the Chief Financial Officer of Navan and remains a Strategic Advisor to Navan. She is an Independent Trustee and Chair of the Nominating and Governance Committee for Bain Capital Private Credit. She is an advisor to the Long-Term Stock Exchange and the CORI Innovation Fund. Ms. Butte also served as the Audit Committee Chair and Board Member for DigitalOcean (2018 to 2025), a Board Member and Audit Committee Chair of Navan (2024 to 2024), a Board Member and Audit Committee Chair of Stash Financial (2023 to 2024), as an Independent Director, Audit Committee Chair and Risk Committee Member for BNP Paribas USA (2016 to 2023), the Chairman of the Board of Iron Spark (2021 to 2022). She was the Founder of TILE Financial and SpendGrowGive (2008 to 2012), Chief Financial Officer of Man Financial (2006 to 2008) and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004 to 2006). Prior to that, Ms. Butte was an Equity Research Analyst at Bear Stearns and Merrill Lynch. Ms. Butte received her M.B.A. from Harvard and her B.A. from Yale University. Thomas A. Hough has served as a Director since 2016 and is Chairman of the Audit Committee. Mr. Hough is currently an Independent Trustee and Chairman of the Audit Committee for Bain Capital Private Credit. Mr. Hough was Executive Vice President and Chief Financial Officer of Arena Brands, Inc. and Lucchese, Inc., manufacturers and marketers of western boots, apparel and accessories headquartered in El Paso, TX, from October 2001 until retiring in July 2015. Mr. Hough’s direct responsibilities in such positions included accounting, finance, credit and collections, treasury, human resources, information technology, legal, and real estate. Prior to that, he worked primarily as a CFO for a number of companies including Vectrix Business Solutions, Inc., Jamba Juice Company, Chief Auto Parts, Inc., Roy Rogers Restaurants, and Peoples Drug Stores, Inc. Mr. Hough previously worked at Deloitte & Touche for thirteen years where he performed primarily audit services. Mr. Hough received a B.A. in administrative studies from Rowan University and subsequently received his certification as a CPA. He was, most recently through September 2021, an independent director, audit committee member and chair of the finance committee and investment committee for the National Kidney Foundation. Clare S. Richer has served as a Director since July 2019 and is Chair of the Compensation Committee. Ms. Richer is an Independent Director, a Human Resource Committee Member and Head of the Finance Committee for Principal Financial Group, and an Independent Trustee and Chair of the Compensation Committee for Bain Capital Private Credit. She is a sitting Director and Audit Committee member of State Street Global Advisors SPDR ETF Mutual Funds. Ms. Richer is also a trustee of the University of Notre Dame and a member of such board’s compensation, investment, finance, and executive committees. Ms. Richer was most recently on the Audit Committee of Principal Financial Group from 2020 to 2025. She served on the board of the Alzheimer’s Association, MA/NH chapter from 2017 to 2024. From 2008 to 2017, she was the Chief Financial Officer of Putnam Investments. Prior to joining Putnam Investments, Ms. Richer held multiple Finance, Operations, and P&L leadership roles during her 25-year tenure at Fidelity Investments culminating in her appointment as Chief Financial Officer and member of the Management Committee. Prior to 1983, she was a senior auditor at Arthur Andersen & Company. Ms. Richer graduated from the University of Notre Dame and holds a B.B.A. in Business Administration.
Class II Directors with Terms Expiring in 2027
Class II Directors with Terms Expiring in 2027
Class II Directors with Terms Expiring in 2027
| Name and Age | Position(s) held with the Company | Term of Office and Length of Time Served | Principal Occupation(s) During the Past Five Years | Number of Companies In Fund Complex Overseen by Director* | Other Directorships Held During the Past Five Years | | Independent Director | | | | | | | Jay Margolis (77) | Director | Class II Director since 2016; term expires 2027 | None | 2 | Board Member of Iron Spark (2021 – 2022); Lovepop (2019 – 2022); NFP Off Broadway Theater Company (2015 – 2021); Independent Trustee of Bain Capital Private Credit (2022 – Present) | | Interested Director** | | | | | | | Michael A. Ewald (53) | Director, Chief Executive Officer | Class II Director since 2016; term expires 2027 | Partner, Global Head of the Private Credit Group and Portfolio Manager for the Middle Market Credit and Global Direct Lending fund strategies of Bain Capital Credit (2008 – Present) | 2 | Board Member and Chair of the Board at Cradles To Crayons (2014 – Present); Tenax Aerospace, LLC (2018 – 2026); Precinmac Precision Machining (2020 – 2024); Trustee of Boston Athenaeum (2021 – Present); Trustee of Massachusetts Historical Society (2022 – Present); Board Member of ADT Pizza (2018 – 2022); Trustee and Chief Executive Officer of Bain Capital Private Credit (2022 – Present) | | Michael J. Boyle (41) | Director, President | Class II Director since 2022; term expires 2027 | Partner in the Private Credit Group and Portfolio Manager for Global Direct Lending fund strategy of Bain Capital Credit (2019 – Present); Director in the Private Credit Group and Portfolio Manager for Global Direct Lending fund strategy of Bain Capital Credit (2016 – 2019) | 2 | Trustee and President of Bain Capital Private Credit (2022 – Present) |
Class II Directors with Terms Expiring in 2027
| * “Fund Complex” includes the Company and Bain Capital Private Credit. |
Class II Directors with Terms Expiring in 2027
| ** Mr. Ewald and Mr. Boyle are each deemed to be an “interested person” of the Company under the 1940 Act because of their affiliations with the Advisor. |
Class II Directors with Terms Expiring in 2027
Jay Margolis has served as a Director since 2016. He is currently an Independent Trustee of Bain Capital Private Credit. He previously served as the Chairman and CEO of Cache, Inc., a publicly-held specialty chain of women’s apparel stores headquartered in New York, from 2013 until it filed for bankruptcy in February 2015. Previously, he was the Chairman of Intuit Consulting LLC, a consulting firm specializing in retail, fashion, and consumer products. Prior to his time with Intuit, Mr. Margolis served as the President and CEO of Apparel Group of Limited Brands Corporation where he oversaw operations of Limited Brands’ Apparel Division. Before assuming that position, he had been President and Chief Operating Officer of Massachusetts-based Reebok International. Mr. Margolis also has held executive positions at Esprit de Corp USA, Tommy Hilfiger Inc., and Liz Claiborne, Inc. He received a B.A. from Queens College, a part of The City University of New York. He had previously served on the boards of Iron Spark, Lovepop, Boston Beer Company, Godiva Chocolatier, Inc., Burlington Coat Factory and NFP Off Broadway Theater Company. Michael A. Ewald has served as a Director since 2016. Mr. Ewald is Chief Executive Officer of the Company and serves on the Advisor’s Credit Committee. He is currently a Trustee and the Chief Executive Officer of Bain Capital Private Credit. He joined Bain Capital Credit, LP (“Bain Capital Credit”) in 1998, and is a Partner, the head of the Private Credit Group and a Portfolio Manager for Bain Capital Credit’s Middle Market Credit and Global Direct Lending fund strategies. Previously, Mr. Ewald was an Associate Consultant at Bain & Company for three years where he focused on strategy consulting to the Financial Services, Manufacturing and Consumer Products industries. Prior to that, he worked at Credit Suisse First Boston as an analyst in the Regulated Industries group. Mr. Ewald received an M.B.A. from the Amos Tuck School of Business at Dartmouth College and a B.A. magna cum laude from Tufts University. Michael J. Boyle has served as President of the Company since January 2021 and as a Director since July 2022. He is currently a Trustee and the President of Bain Capital Private Credit. He is a Partner and Portfolio Manager in the Private Credit Group for Bain Capital Credit. He is responsible for Bain Capital Credit’s Global Direct Lending strategy. Mr. Boyle started his career at Bain Capital Credit, over which time he has been a member of the portfolio analytics team, the Industry Research team, and the Liquid Credit portfolio management team. Mr. Boyle received a B.S. from Boston College.
Class III Directors with Terms Expiring in 2028
Class III Directors with Terms Expiring in 2028
Class III Directors with Terms Expiring in 2028
| Name and Age | Position(s) held with the Company | Term of Office and Length of Time Served | Principal Occupation(s) During the Past Five Years | Number of Companies In Fund Complex Overseen by Director* | Other Directorships Held During the Past Five Years | | Independent Director | | | | | | | David G. Fubini (72) | Director | Class III Director since 2016; term expires 2028 | Senior Lecturer in the Organizational Behavior Unit at Harvard Business School (2015 – Present) | 2 | Board Member of Leidos Holdings, Inc. (2013 – Present); J.M. Huber Corporation (industrial products) (2017 – Present); and Mitre Corporations (2014 – 2022); a Trustee of the University of Massachusetts System (2013 – 2020); Independent Trustee of Bain Capital Private Credit (2022 – Present) |
Class III Directors with Terms Expiring in 2028
| Name and Age | Position(s) held with the Company | Term of Office and Length of Time Served | Principal Occupation(s) During the Past Five Years | Number of Companies In Fund Complex Overseen by Director* | Other Directorships Held During the Past Five Years | | Interested Director** | | | | | | | Jeffrey B. Hawkins (56) | Director and Chairman of the Board | Class III Director since 2016; term expires 2028 | Partner and Deputy Managing Partner of Bain Capital Credit, a Risk & Oversight Committee member and member of the Credit Committee of Bain Capital Credit (2007 – Present) | 2 | Chair of the Board of the Boston Public Library Fund (2014 – Present); Board Member of Buckingham, Browne and Nichols (2019 – Present); Board Member of Trinity College (2019 – Present) and Former Board Member of Dana Hall School (2014 – 2020); Trustee and Chairman of the Board of Bain Capital Private Credit (2022 – Present) |
Class III Directors with Terms Expiring in 2028
| * “Fund Complex” includes the Company and Bain Capital Private Credit. |
Class III Directors with Terms Expiring in 2028
| ** Mr. Hawkins is deemed to be an “interested person” of the Company under the 1940 Act because of his affiliations with the Advisor. |
Class III Directors with Terms Expiring in 2028
David G. Fubini has served as a Director since 2016. He is currently an Independent Trustee of Bain Capital Private Credit. Mr. Fubini has served as a Senior Lecturer in the Organizational Behavior Unit at Harvard Business School since 2015. Previously, he was a Senior Partner of McKinsey & Company where he worked for over 34 years. He was McKinsey’s Managing Director of the Boston office, and the past leader of the North American Organization Practice as well as the co-founder and leader of the firm’s Worldwide Merger Integration Practice. During his tenure, Mr. Fubini led, and/or had been a member of, many firm personnel committees, as well as a participant in a wide cross-section of McKinsey’s governance forums and committees. Prior to joining McKinsey, he was an initial member of a small group that became the McNeil Consumer Products Company of Johnson & Johnson and helped launch the Tylenol family of products into the over-the-counter consumer marketplace. Mr. Fubini graduated with a B.B.A. from University of Massachusetts, Amherst and an M.B.A. from Harvard Business School, both with distinction. He is currently a member of the board of directors for Leidos Holdings, Inc., as well as J.M. Huber Corporation, a family-owned company. He is also a board advisor for DLA Piper. He was formerly a Trustee of the University of Massachusetts System and board member of Compuware Corporation and Mitre Corporations. Jeffrey B. Hawkins has served as a Director since 2016 and is the Chairman of the Board. He is currently Chairman of the Board and a Trustee of Bain Capital Private Credit. He is a Partner and Deputy Managing Partner, and a member of both the Risk & Oversight Committee and the Credit Committee of Bain Capital Credit, an affiliate of the Company. Previously, Mr. Hawkins was at Ropes & Gray, LLP working on securities law, mergers & acquisitions and collateralized debt funds. Mr. Hawkins received a J.D. from Harvard Law School and a B.A. Phi Beta Kappa from Trinity College.