Amy Butte

About Amy Butte

Amy Butte, age 57, is an Independent Director of Bain Capital Specialty Finance, Inc. (BCSF) and serves as Chair of the Nominating and Corporate Governance Committee; she has been a Class I Director since July 2019 with a term expiring in 2026. She is currently the Chief Financial Officer of Navan, Inc. (since June 2024) and holds an M.B.A. from Harvard and a B.A. from Yale University . The Board has affirmatively determined she is independent under NYSE listing standards and Section 2(a)(19) of the 1940 Act . During 2024, all Directors met the minimum 75% attendance threshold for Board and committee meetings .

Past Roles

External Roles

Board Governance

• Independence: Independent under NYSE and 1940 Act; Board reviewed potential transactions and determined no impairment to independence .
• Leadership and executive sessions: Chair of Nominating and Corporate Governance Committee (or her designee) presides over executive sessions of Independent Directors; Board does not have a designated Lead Independent Director .
• Attendance: In 2024, Board met 4 times; Audit 4; Nominating 2; Compensation 1. All Directors attended at least 75% of aggregate meetings of the Board and committees on which they serve .
• Committee assignments (current): Audit Committee Member; Compensation Committee Member; Chair, Nominating & Corporate Governance Committee .

Fixed Compensation

• Structure: Independent Directors receive an annual cash fee and meeting fees; no equity awards to directors and no pension or retirement benefits .
• 2025 schedule (applies to FY 2024 service year): Annual fee $130,000; $2,500 per regular Board meeting; $1,500 per special meeting; $1,000 per committee meeting; Audit Committee Chair receives additional $20,000. No compensation paid to “interested” Directors .

• Reported compensation:

Notes:

• “Fund Complex” includes the Company and Bain Capital Private Credit .
• The 2024 figures include reimbursed out-of-pocket expenses; no portion of fees awarded in stock/options .

Performance Compensation

• BCSF does not use performance-based pay for Directors; no RSUs/PSUs or option awards disclosed for Directors, and no performance metric framework applies to director compensation .

Other Directorships & Interlocks

• Fund Complex interlock: Independent Trustee and Chair of Nominating & Governance at Bain Capital Private Credit; the “Fund Complex” includes BCSF and Bain Capital Private Credit .
• Affiliate governance context: Advisor has a Resource Sharing Agreement with Bain Capital Credit; Board has SEC exemptive relief for co-investment subject to Independent Director approvals and conditions; Independent Directors oversee fair valuation and compliance .

Expertise & Qualifications

• Senior finance leadership: CFO roles at Navan, NYSE, Man Financial; extensive public company audit oversight (Audit Chair at DigitalOcean; BNP Paribas USA) .
• Committee competency: Current Audit Committee members (including Butte) meet NYSE financial competency standards and Rule 10A-3 requirements .
• Education: Harvard M.B.A.; Yale B.A. .

Equity Ownership

• Beneficial ownership (as of Apr 8, 2025 Record Date): 6,246 shares; less than 1% of outstanding .
• Dollar range of BCSF equity owned: $50,001 – $100,000, based on $13.77 share price at Record Date .
• Options: None exercisable within 60 days; proxy states no Common Stock subject to options currently exercisable .
• Pledging/short-selling: Company Insider Trading Policy prohibits short-selling and margining/borrowing against BCSF securities by Covered Personnel .

Governance Assessment

• Strengths

  • Independent director with deep CFO and audit chair experience; sits on Audit and Compensation Committees and chairs Nominating & Governance, reinforcing board effectiveness and oversight .
  • Presides over executive sessions as Nominating Chair, supporting independent board deliberation without management present .
  • Demonstrated engagement: all Directors met ≥75% attendance in 2024; Audit Committee met with auditors at least quarterly outside management .
  • No equity grants to Directors and no pensions; transparent, cash-based fee structure; no compensation to “interested” Directors .

• Potential Conflicts and Mitigants

  • Interlocks within the Bain complex (Independent Trustee at Bain Capital Private Credit; Advisor resource sharing with Bain Capital Credit) raise conflict potential in co-investment and valuation oversight; mitigated through Independent Director approvals under SEC exemptive relief and committee governance .
  • Chairman of the Board is an “interested person”; Board offsets potential conflicts via independent committees and executive sessions led by the Nominating Chair .

• Compensation & Alignment Signals

  • Year-over-year change: Independent Director annual cash fee increased from $125,000 to $130,000; meeting/committee fees unchanged; Audit Chair remains $20,000 supplemental. This aligns with peer BDC benchmarking per Board review .
  • Limited equity alignment: Directors did not receive equity awards, and Butte’s ownership is <$100k and <1% of outstanding shares; however, insider policy prohibits short-selling and margining/borrowing, reducing misalignment risks from pledging .

• RED FLAGS

  • Affiliate interlocks with Bain complex require continuous vigilance; reliance on exemptive relief places heightened importance on Independent Director scrutiny of co-investment approvals and fair valuation .
  • No director equity grants and modest personal holdings may limit “skin-in-the-game” alignment versus strict cash compensation (though common practice for externally managed BDCs) .

• Overall

  • Governance quality is bolstered by Butte’s finance and audit expertise, independent status, committee leadership, and structured oversight processes. Key watchpoint remains robust handling of affiliate co-investments and valuations under the Bain complex umbrella, where Independent Director controls and SEC exemptive conditions are critical safeguards for investor confidence .