James Goldman
About James Goldman
James Goldman is Chief Compliance Officer (CCO) of Bain Capital Specialty Finance, Inc. (BCSF), age 49 as of the 2025 proxy. He has served as CCO since July 2016; he is also Head of Compliance – Capital Markets, Senior Counsel in Compliance, and a Risk & Oversight Committee member. Previously he was Senior Counsel in the Enforcement Division of the U.S. SEC and an attorney at WilmerHale. He earned a J.D. magna cum laude from Boston College Law School and a B.A. magna cum laude in History from Harvard University. Company-level TSR/revenue/EBITDA performance versus his tenure are not disclosed in the proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bain Capital Credit | Senior Counsel & Vice President in Compliance; Head of Compliance – Capital Markets; Risk & Oversight Committee member | Joined 2014; current | Oversight of compliance supporting capital markets and firm activities; internal risk/oversight participation |
| U.S. Securities and Exchange Commission (Division of Enforcement) | Senior Counsel | Not disclosed | Enforcement experience directly relevant to public company compliance and controls |
| WilmerHale | Attorney | Not disclosed | Securities law and investigations background supporting compliance leadership |
External Roles
No public company directorships or external board roles are disclosed for Mr. Goldman.
Fixed Compensation
BCSF is an externally managed BDC and states it does not have employees. None of its officers (including the CCO) receive direct compensation from the Company. Instead, BCSF reimburses its Advisor (in its role as administrator) for an allocable portion of overhead, including the costs and expenses of the Chief Compliance Officer, Chief Financial Officer and their staffs, operations staff, and internal audit as applicable. Individual officer base salary, target bonus, and cash compensation elements are not disclosed by BCSF.
| Component | FY 2023 | FY 2024 | FY 2025 Commentary |
|---|---|---|---|
| Base salary | Not disclosed (paid by Advisor; Company reimburses allocable overhead) | Not disclosed (same structure) | Not disclosed (same structure) |
| Target bonus % | Not disclosed at Company level | Not disclosed | Not disclosed |
| Actual bonus | Not disclosed at Company level | Not disclosed | Not disclosed |
| Cash perquisites | Not disclosed; no Company employee compensation | Not disclosed | Not disclosed |
Performance Compensation
BCSF does not report individual executive incentive plan metrics (revenue, EBITDA, TSR, etc.) or equity awards for Company officers, as officers are compensated by the Advisor and not by BCSF. Accordingly, metric weightings, targets, actuals, payouts, and vesting terms for Mr. Goldman are not disclosed by the Company.
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed for Company officers (comp paid by Advisor) | — | — | — | — | — |
Equity Ownership & Alignment
- Beneficial ownership: Mr. Goldman was not reported as a beneficial owner of BCSF common stock in the Company’s beneficial ownership tables for 2023, 2024, or 2025 record dates (shown as “N/A, —, —”).
- Options: The Company reported no common stock subject to options currently exercisable or exercisable within 60 days of the record dates, implying no near-term option overhang for officers, including the CCO.
- Insider trading policy: All trades by covered personnel (including officers and their immediate family members) require pre‑clearance by the Chief Compliance Officer or designee; short‑selling and margining or borrowing against BCSF securities are prohibited. The 2025 proxy specifies the Insider Trading Policy is filed as an exhibit to the 2024 Form 10‑K.
| Metric | Record Date FY 2023 | Record Date FY 2024 | Record Date FY 2025 |
|---|---|---|---|
| Shares beneficially owned | — | — | — |
| Percent of outstanding | — | — | — |
| Shares subject to options (≤60 days) | None at Company level | None at Company level | None at Company level |
| Pledging/margining allowed? | Short‑selling and margining/borrowing prohibited | Short‑selling and margining/borrowing prohibited | Short‑selling and margining/borrowing prohibited |
Notes:
- The policy expressly prohibits “short‑selling and margining of, or borrowing against, securities of the Company.” It does not separately use the term “pledging,” but prohibition on borrowing against Company securities is consistent with anti‑pledging restrictions.
- Trades require CCO pre‑clearance, which in practice is administered by Mr. Goldman or his designee.
Employment Terms
- Office and tenure: Mr. Goldman has served as CCO since July 2016; BCSF states that each officer holds office at the pleasure of the Board until the next election of officers or until a successor is duly elected and qualified.
- Employer of record: Officers are not Company employees. Compensation and employment terms are with the Advisor/administrator; BCSF reimburses an allocable portion of costs under its Administration Agreement. Individual employment agreements, severance multiples, or change‑of‑control terms for the CCO are not disclosed by BCSF.
- Clawback/ownership guidelines: The proxy discloses codes of ethics and an Insider Trading Policy but does not disclose executive stock ownership guidelines, clawbacks, or golden‑parachute terms for Company officers.
Expertise & Qualifications
- Compliance leadership at Bain Capital Credit (Head of Compliance – Capital Markets; Senior Counsel in Compliance; Risk & Oversight Committee member).
- Prior SEC Enforcement Division Senior Counsel, and WilmerHale securities practice attorney.
- Education: J.D. magna cum laude (Boston College Law School); B.A. magna cum laude (Harvard University); admitted to Massachusetts bar (per Company registration statement).
Governance Context (Compensation Committee and Policies)
- Compensation Committee: Comprised solely of independent directors; determines or recommends compensation paid directly by the Company to its CEO and any other executive officers. For BCSF’s externally managed model, “none of our officers receives direct compensation from us,” reinforcing non‑disclosure of individual Company‑level pay details for the CCO.
- Codes and policies: Codes of ethics (under 1940 Act and Advisers Act) restrict personal securities transactions; Company Insider Trading Policy requires pre‑clearance and prohibits short‑selling and margining/borrowing against Company securities.
Risk Indicators & Red Flags
- Related‑party structure: Officers (including the CCO) are tied to the Advisor; BCSF reimburses administrative costs, and the Advisor relationship drives compensation economics rather than direct Company pay‑for‑performance.
- Equity alignment: No reported beneficial ownership for Mr. Goldman across 2023–2025 record dates implies limited direct “skin‑in‑the‑game” at the Company level.
- Hedging/pledging pressure: The Insider Trading Policy bans short‑selling and margining/borrowing, which mitigates margin‑call/pledging‑related selling pressure.
- Options overhang: None reported as exercisable within 60 days at each cited record date, lowering near‑term insider exercise/sale risk.
Investment Implications
- Alignment: As an externally managed BDC, BCSF does not disclose individual officer compensation, and the CCO’s pay is set by the Advisor, not directly linked to Company TSR/financial metrics in public filings—reducing visibility on pay‑for‑performance alignment for this role.
- Ownership signal: No reported beneficial ownership for Mr. Goldman suggests low direct equity alignment at the Company level, although pre‑clearance obligations and prohibitions on margining/borrowing reduce adverse trading signal risks.
- Retention risk: Employment and compensation depend on the Advisor; no Company‑level severance or change‑of‑control protections are disclosed for the CCO, so retention/incentives are embedded within Bain Capital Credit’s internal frameworks (undisclosed at BCSF).
- Trading overhang: With no options exercisable within 60 days at record dates and prohibitions on short‑selling and margining/borrowing, insider‑driven selling pressure from the CCO appears limited based on disclosed Company policies and ownership.
Citations:
- 2025 DEF 14A (proxy): executive officers, ownership, policies, compensation structure
- 2024 DEF 14A (proxy): executive officers, ownership, policies, compensation structure
- 2023 DEF 14A (proxy): executive officers, ownership
- 2018 Company registration statement (SEC 497): join year at Bain Capital Credit; bar admission; executive biography