Clare Richer
About Clare S. Richer
Clare S. Richer, age 66, is an Independent Director of Bain Capital Specialty Finance, Inc. (BCSF), serving since July 2019 and currently Chair of the Compensation Committee . She is a seasoned finance executive and former Chief Financial Officer of Putnam Investments, with a prior 25‑year tenure at Fidelity Investments culminating as CFO; she holds a B.B.A. from the University of Notre Dame .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Putnam Investments | Chief Financial Officer | 2008–2017 | Senior finance leadership |
| Fidelity Investments | Multiple Finance, Operations, and P&L roles; CFO and Management Committee member (culmination) | ~1983–2008 (25-year tenure) | Enterprise finance leadership |
| Arthur Andersen & Company | Senior Auditor | Pre‑1983 | Audit background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Principal Financial Group | Independent Board Member; Human Resources Committee Member; Head of Finance Committee | 2020–Present | Governance and finance oversight |
| State Street Global Advisors SPDR ETF Mutual Funds | Board Member; Audit Committee Member | 2018–Present | Fund governance |
| University of Notre Dame | Trustee; member of compensation, investment, finance, executive committees | 2015–Present | Non-profit governance |
| Alzheimer’s Association, MA/NH Chapter | Board Member | 2017–2024 | Community engagement |
| Bain Capital Private Credit | Independent Trustee; Chair of Compensation Committee | 2022–Present | Same fund complex as BCSF |
Board Governance
- Independence: The Board affirmatively determined Ms. Richer is independent under NYSE listing standards and Section 2(a)(19) of the Investment Company Act of 1940 .
- Committee assignments (BCSF): Compensation Committee Chair; member of Audit; member of Nominating & Corporate Governance .
- Meeting cadence and attendance: In 2024, the Board met 4 times; Audit 4; Nominating 2; Compensation 1, and all Directors attended at least 75% of Board and committee meetings. 2023 had the same cadence with all Directors at ≥75%, and in 2022 all Directors except Mr. Fubini were ≥75% .
- Executive sessions: Regular executive sessions of Independent Directors without management; no separate Lead Independent Director, with the Nominating & Corporate Governance Chair presiding over executive sessions .
- Governance documents and oversight: Committee charters and Codes are maintained; Audit Committee members meet financial competency and independence standards .
Fixed Compensation
Independent Director fee schedule (Company-level):
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Annual retainer ($) | $125,000 | $125,000 | $130,000 |
| Regular Board meeting fee ($) | $2,500 per meeting | $2,500 per meeting | $2,500 per meeting |
| Special Board meeting fee ($) | $1,500 per meeting | $1,500 per meeting | $1,500 per meeting |
| Committee meeting fee ($) | $1,000 per meeting | $1,000 per meeting | $1,000 per meeting |
| Audit Committee Chair premium ($) | $20,000 | $20,000 | $20,000 |
Aggregate compensation received by Clare S. Richer:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Aggregate Compensation from BCSF ($) | $135,000 | $136,247 | $135,000 |
| Aggregate Compensation from Fund Complex ($) | N/A | N/A | $220,000 |
Notes:
- Directors receive cash compensation; no equity or options granted by the Company; no pension/retirement benefits .
Performance Compensation
- Structure: No performance‑based compensation (no RSUs/PSUs/options) is awarded to Directors; fees are cash-based .
| Performance-linked metric | Disclosure |
|---|---|
| Equity awards (RSUs/PSUs) | None; not awarded to Directors |
| Option awards | None; not awarded to Directors |
| Bonus metrics (revenue/EBITDA/TSR/ESG) | Not applicable to Directors |
Other Directorships & Interlocks
| Entity | Relationship to BCSF | Role | Interlock type |
|---|---|---|---|
| Bain Capital Private Credit | Same fund complex | Independent Trustee; Chair of Compensation Committee | Fund complex interlock |
| Principal Financial Group | External | Independent Board Member; HR Committee; Head Finance Committee | External financial services board |
| SSGA SPDR ETF Mutual Funds | External | Board Member; Audit Committee | External fund governance |
Expertise & Qualifications
- Deep finance and audit background: Former CFO of Putnam Investments; prior senior finance leadership at Fidelity; early-career audit at Arthur Andersen .
- Committee leadership: Chair of BCSF Compensation Committee and Compensation Chair at Bain Capital Private Credit .
- Audit competency: Serves on BCSF Audit Committee; Audit Committee members meet NYSE financial competency and independence standards .
Equity Ownership
Total beneficial ownership (Company common stock), by proxy record date:
| Metric | FY 2023 Record Date | FY 2024 Record Date | FY 2025 Record Date |
|---|---|---|---|
| Shares beneficially owned | 17,716.84 | 19,305 | 20,834 |
| Ownership % of outstanding | * (<1.0%) | * (<1.0%) | * (<1.0%) |
| Dollar range of equity securities | Over $100,000 | Over $100,000 | Over $100,000 |
Policy signals:
- Insider Trading Policy prohibits short‑selling and margining or borrowing against Company securities; trades require pre‑clearance by the Chief Compliance Officer .
Governance Assessment
- Strengths: Independent status affirmed; chairs Compensation Committee; broad external governance experience; consistent meeting attendance at or above Board thresholds; Audit Committee service with financial competency standards met .
- Alignment: While director pay is cash‑only, Richer reports ownership exceeding $100,000 and increasing share count across successive years, supporting alignment with investors .
- Potential conflicts and mitigants: Significant Bain Capital affiliate ecosystem (resource sharing, advisory and co‑investment frameworks) can present perceived conflicts; mitigated by Independent Directors’ oversight, quarterly related‑party reviews, and the requirement that Independent Directors with no financial interest pre‑approve co‑investments under SEC exemptive relief .
- Process quality: No Compensation Committee interlocks or insider participation; committee charters and codes in place; regular executive sessions of Independent Directors; Nominating & Corporate Governance Chair presides .
RED FLAGS to monitor:
- Fund‑complex interlock: Dual role at Bain Capital Private Credit (same fund complex) warrants continued scrutiny for transaction approvals and independence in compensation oversight .
- Cash‑only board compensation: Absence of equity‑based director pay may limit direct pay‑for‑performance linkage, though personal share ownership partially offsets this .