Adriana Rojas Garzón
About Adriana Rojas Garzón
Adriana Rojas Garzón is Vice President of Bain Capital Specialty Finance, Inc. (BCSF), appointed effective June 30, 2025; she has served concurrently as Associate General Counsel – Capital Markets within Bain Capital Credit and joined Bain Capital in 2010 . She has acted as an authorized signatory on numerous Bain Capital Credit vehicles and regularly signs BCSF’s current reports and earnings press releases as corporate officer, underscoring a governance, disclosure, and capital markets legal remit . Age and education are not disclosed in BCSF filings reviewed.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bain Capital Credit | Associate General Counsel – Capital Markets | 2010 – present | Legal execution across multiple capital markets entities (CLOs, direct lending, special situations), evidenced by extensive authorized signatory roles in 40‑APP filings . |
| Bain Capital Specialty Finance (BCSF) | Vice President | 2025 – present | Corporate officer signing 8‑Ks and earnings materials; supports disclosure, governance, and legal processes . |
External Roles
No public company directorships or external board roles are disclosed for Ms. Rojas Garzón in BCSF’s proxy or current reports reviewed .
Fixed Compensation
BCSF is externally managed and has no employees; its officers receive no direct compensation from BCSF. Compensation for personnel provided to BCSF is borne by the Advisor (BCSF Advisors, LP) under the Administration Agreement, with BCSF reimbursing allocable overhead and personnel costs; there is no officer-by-officer pay disclosure at BCSF . Director fees are paid in cash only; no stock or options were awarded to directors in the period reported .
| Component | Company-Paid? | Details |
|---|---|---|
| Base salary | No | “None of our officers receives direct compensation from us”; reimbursed to Advisor under Administration Agreement . |
| Annual bonus | No | Same as above; no direct officer cash paid by BCSF . |
| Equity awards | No | No officer equity program at BCSF disclosed; directors did not receive stock/options for FY2024 . |
| Pensions/SERP | No | Not provided by BCSF; directors do not receive pension/retirement benefits . |
Performance Compensation
- BCSF does not disclose officer PSU/RSU programs or option awards; “There is no Common Stock subject to options that are currently exercisable or exercisable within 60 days of the Record Date” .
- Platform-level incentive alignment occurs via the external Advisory Agreement (base management fee and incentive fee) paid to the Advisor ($35.6 million of aggregate advisory fees in 2024), rather than named officer incentives at BCSF; individual Advisor compensation (including for legal personnel) is not disclosed at BCSF .
Equity Ownership & Alignment
| Item | Evidence | Implication |
|---|---|---|
| Beneficial ownership table (as of 4/8/2025 record date) | Executive officers listed do not include Ms. Rojas Garzón (pre‑appointment); table shows no options outstanding and lists director/officer group holdings (408,466 shares) . | She was not yet an officer on the record date; no company table entry. |
| Section 16 baseline | No Form 3/4 for Rojas Garzón located in BCSF filings reviewed through Nov 2025; a Form 3 was filed for the new General Counsel (Sabrina Rusnak‑Carlson) disclosing 7,260 shares on 11/6/2025 . | Absence of a Form 3 suggests she is not a Section 16 “officer” for filing purposes or has no reportable holdings; continue monitoring. |
| Hedging/pledging | Insider Trading Policy prohibits short‑selling and “margining of, or borrowing against,” BCSF securities by covered personnel . | Reduces hedging/pledging risk and related misalignment. |
| Ownership guidelines | No officer ownership guidelines disclosed; director equity is disclosed as dollar ranges (not applicable to her) . | No company-level ownership requirement for officers disclosed. |
Employment Terms
| Term | Disclosure | Source |
|---|---|---|
| Appointment | Appointed BCSF Vice President effective June 30, 2025 . | 8‑K Item 5.02 |
| Relationships/Related party | No family relationships; no Item 404(a) related‑party transactions . | 8‑K Item 5.02 |
| Office term | Officers serve at the pleasure of the Board until next election or successor qualification . | DEF 14A |
| Employment agreement, severance, change of control | Not disclosed by BCSF; officers are personnel of Advisor; no BCSF‑level officer compensation or severance arrangements described . | DEF 14A |
| Clawback/tax gross‑ups | Not disclosed at the officer level; no such provisions identified in BCSF filings reviewed . | DEF 14A |
Performance & Track Record
- Governance/execution: Since appointment, she has executed multiple BCSF 8‑Ks and earnings materials as Vice President (e.g., 10/28/2025, 11/6/2025, 11/10/2025), reflecting a central legal/disclosure function supporting corporate reporting cadence .
- Capital markets legal credentials: Extensive authorized signatory record across Bain Capital Credit vehicles (CLOs, direct lending, structured credit, special situations) demonstrates breadth in capital markets legal execution .
Compensation Committee Analysis (Context)
- The Compensation Committee is fully independent and oversees any direct company officer pay (if any), but BCSF reiterates that officers receive no direct compensation from the company; administrative and personnel costs flow through the Advisor per the Administration Agreement . Committee charters and governance documents are posted on the company’s investor relations site .
Investment Implications
- Alignment: Because BCSF pays no direct officer compensation and has no officer equity programs, Ms. Rojas Garzón’s incentives are primarily governed by Bain Capital’s internal compensation structures; BCSF shareholders lack transparency into individual pay metrics or vesting for company officers . Anti‑hedging/margining rules reduce misalignment risk from pledging or short‑term trading .
- Retention risk: She has been with Bain since 2010 and was elevated to BCSF VP in mid‑2025, suggesting strong platform tenure; however, there is no disclosed BCSF‑level employment agreement, severance, or CoC protection—officers serve at the pleasure of the Board and are personnel of the Advisor .
- Trading signals: No Section 16 baseline ownership filing for Ms. Rojas Garzón was located as of November 2025; continue to monitor EDGAR for any Form 3/4/5 filings that might indicate initial positions or changes. The new General Counsel’s Form 3 provides a reference for how officer holdings would appear (7,260 shares) .
- Governance: As an externally managed BDC, economic incentives at the platform level come via the Advisory Agreement (base + incentive fees of $35.6m in 2024), not officer‑specific equity or cash at BCSF, which can dilute pay‑for‑performance visibility at the individual officer level .
Key gaps: No disclosure of Ms. Rojas Garzón’s base salary, bonus, equity grants, vesting schedules, severance, non‑compete, or education/age in BCSF filings reviewed. Findings above should be supplemented if Bain Capital (private) provides any public bios or if future BCSF proxies add officer bios/ownership tables that include her .