David Fubini
About David G. Fubini
Independent director of Bain Capital Specialty Finance, Inc. (BCSF) since 2016; age 71. Senior Lecturer in the Organizational Behavior Unit at Harvard Business School (2015–present); previously a Senior Partner at McKinsey & Company for 34+ years, co-founded and led McKinsey’s Worldwide Merger Integration Practice; B.B.A., University of Massachusetts Amherst (with distinction); M.B.A., Harvard Business School (with distinction) . The Board has affirmatively determined he is independent under NYSE listing standards and Section 2(a)(19) of the Investment Company Act of 1940 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner; Managing Director, Boston office; co-leader North American Organization Practice; co-founder/leader Worldwide Merger Integration Practice | ~34 years (prior to 2015) | Led personnel and governance forums; deep M&A integration expertise |
| Johnson & Johnson (McNeil Consumer Products) | Early team member launching Tylenol into OTC market | Prior to McKinsey | Commercial launch experience in consumer health |
| University of Massachusetts System | Trustee | 2013–2020 | Public sector governance experience |
| Compuware Corporation | Board member (former) | Prior | Technology governance experience |
| MITRE Corporation | Board member (former) | 2014–2022 | Government/defense R&D governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Leidos Holdings, Inc. | Board member | 2013–present | Public company directorship in defense/IT |
| J.M. Huber Corporation | Board member | 2017–present | Family-owned industrial company |
| Bain Capital Private Credit (fund complex with BCSF) | Independent Trustee | 2022–present | Cross-board oversight within fund complex (Company + Bain Capital Private Credit) |
| DLA Piper | Board advisor | Current | Legal industry advisory role |
Board Governance
- Independence: Independent director per Board determination; Board composed of 8 directors, 5 independent; independence evaluated considering related transactions; no impairment found .
- Committee assignments: Audit Committee member; Compensation Committee member; Nominating & Corporate Governance Committee member (not chair) .
- Chairs: Audit Committee chaired by Thomas A. Hough; Compensation Committee chaired by Clare S. Richer; Nominating & Corporate Governance Committee chaired by Amy Butte .
- Meetings and attendance: 2024 Board met 4 times; Audit 4; Nominating & Corporate Governance 2; Compensation 1; all directors attended at least 75% of aggregate Board and committee meetings .
- Executive sessions and leadership: Regular executive sessions of independent directors; no separate Lead Independent Director—Nominating & Corporate Governance Chair or her designee presides over executive sessions; Chairman of the Board is Jeffrey B. Hawkins (interested director) with governance offsets (independent-only committees, compliance structures) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Directors) | $130,000 | Cash |
| Regular Board meeting fee | $2,500 per meeting + expenses | Cash |
| Special Board meeting fee | $1,500 per meeting + expenses | Cash |
| Committee meeting fee | $1,000 per meeting + expenses | Cash |
| Audit Committee Chair premium | $20,000 additional (not applicable to Fubini) | Cash |
| 2024 aggregate compensation (BCSF) | $137,503 (Fubini) | Includes reimbursed expenses |
| 2024 aggregate compensation (Fund complex) | $225,006 (Fubini; Company + Bain Capital Private Credit) | Cash only |
- Structure: Board as a whole reviews independent director compensation against comparable BDCs; D&O liability insurance maintained .
Performance Compensation
| Component | Status | Detail |
|---|---|---|
| Equity awards (stock/options) | None | “The Company did not award any portion of the fees earned by the Directors in stock or options during the year ended December 31, 2024.” |
| Bonuses/variable pay | Not disclosed/none indicated | Director compensation described solely as cash retainer/meeting fees; no performance metrics tied to director pay disclosed |
| Pension/retirement | None | “Directors do not receive any pension or retirement benefits from the Company.” |
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict Consideration |
|---|---|---|
| Bain Capital Private Credit | BDC within same fund complex | Cross-board oversight; independent trustees approve co-investments under SEC exemptive order; independent directors without financial interest must pre-approve co-investments |
| Leidos Holdings, Inc. | Public company | No BCSF-related conflicts disclosed; standard outside board service |
| J.M. Huber Corporation | Private/family company | No BCSF-related conflicts disclosed |
- Related-party framework: Resource Sharing Agreement and Advisory Agreement with BCSF Advisors, LP (affiliate of Bain Capital Credit); independent-only committees and policies govern conflict management; $35.6 million advisory fees incurred in 2024; administration expenses $2.5 million; sub-administration $0.6 million .
Expertise & Qualifications
- M&A integration and organizational leadership expertise (McKinsey integration practice co-founder; senior governance roles) .
- Academic credentials and executive education leadership (Senior Lecturer, HBS) .
- Broad governance exposure across defense/technology, industrials, and financial services boards .
- Meets NYSE financial competency standards as Audit Committee member (committee members meet financial competency/independence; Audit Committee financial expert designated as Hough) .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned (Record Date: Apr 8, 2025) | “—” (none reported) |
| Dollar range of BCSF equity beneficially owned | None (per defined ranges) |
| Shares outstanding | 64,868,506.64 |
| Ownership guidelines for directors | Not disclosed in proxy; governance documents available via Investor Relations (charters and Code of Conduct) |
| Insider Trading Policy | Pre-clearance required; short-selling and margining/borrowing against Company securities prohibited |
Alignment note: Fubini reported no beneficial ownership and “None” dollar range as of the Record Date, which reduces direct “skin-in-the-game” alignment versus typical equity-holding directors .
Governance Assessment
-
Positives:
- Independent director serving on all three key committees (Audit, Compensation, Nominating & Corporate Governance), supporting robust oversight .
- Strong boardroom experience and M&A integration expertise; academic governance perspective adds rigor .
- Board-level conflict mitigants: independent-only committees; regular executive sessions; independent director approvals required for co-investment transactions under SEC exemptive relief .
- Attendance threshold met (≥75% of Board/committee meetings in 2024) .
-
Concerns/RED FLAGS:
- No personal equity ownership reported (“None” dollar range), limiting ownership alignment; Company did not grant equity to directors in 2024 .
- Cross-board interlock within fund complex (Bain Capital Private Credit) requires continued vigilance in co-investment approvals and related-party oversight, though independence has been affirmed by the Board .
- No designated Lead Independent Director; reliance on Nominating & Corporate Governance Chair to preside over executive sessions .
- Director compensation entirely cash-based (retainer/meeting fees), with no performance-linked components disclosed .
-
Compensation benchmarking: Independent director pay set with reference to comparable BDCs; transparency present but no equity component to strengthen alignment .