Jay Margolis
About Jay Margolis
Jay Margolis (age 76) has served as an Independent Director of Bain Capital Specialty Finance, Inc. (BCSF) since 2016 and is currently a Class II director with a term expiring in 2027. He brings extensive consumer products and retail leadership experience and holds a B.A. from Queens College (CUNY). He is deemed independent by the Board under NYSE listing standards and Section 2(a)(19) of the Investment Company Act of 1940 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cache, Inc. | Chairman & CEO | 2013–Feb 2015 (company filed for bankruptcy in Feb 2015) | Led specialty women’s apparel chain; bankruptcy a notable governance event |
| Intuit Consulting LLC | Chairman | Not disclosed | Retail/fashion/consumer products consulting focus |
| Limited Brands Corporation (Apparel Group) | President & CEO | Not disclosed | Oversaw Apparel Division operations |
| Reebok International | President & Chief Operating Officer | Not disclosed | Senior operating role in global footwear/apparel |
| Esprit de Corp USA | Executive positions | Not disclosed | Senior merchandising/retail experience |
| Tommy Hilfiger Inc. | Executive positions | Not disclosed | Senior merchandising/retail experience |
| Liz Claiborne, Inc. | Executive positions | Not disclosed | Senior merchandising/retail experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bain Capital Private Credit | Independent Trustee | 2022–Present | Within BCSF “fund complex” |
| Iron Spark | Board Member | 2021–2022 | Prior public/private board service |
| Lovepop | Board Member | 2019–2022 | Prior board service |
| NFP Off Broadway Theater Company | Board Member | 2015–2021 | Prior board service |
| Boston Beer Company; Godiva Chocolatier; Burlington Coat Factory | Prior Board Member | Not disclosed | Historical board service |
Board Governance
- Committee assignments (2025): Audit, Compensation, and Nominating & Corporate Governance Committee member; not a chair (Audit Chair: Thomas Hough; Compensation Chair: Clare Richer; Nominating Chair: Amy Butte) .
- Independence: Board affirmatively determined Margolis is independent under NYSE and 1940 Act standards; Board reviewed potential transactions and found no impairment of independent judgment .
- Attendance and engagement: In 2024, Board met 4x; Audit 4x; Nominating 2x; Compensation 1x; all Directors attended ≥75% of aggregate Board and committee meetings; Audit met privately with auditor quarterly .
- Executive sessions: Independent Directors meet in executive session; Nominating Chair or designee presides (no separate lead independent director) .
- Shareholder voting signal: In 2024, Margolis was re-elected with 23,832,968 For, 10,028,688 Against, 201,401 Abstain—elevated “Against” relative to other nominees (Ewald, Boyle) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Director) | $130,000 | Effective for 2024, set by Board with market review |
| Regular Board meeting fee | $2,500 per meeting (+ expenses) | |
| Special Board meeting fee | $1,500 per meeting (+ expenses) | |
| Committee meeting fee | $1,000 per committee meeting (+ expenses) | |
| Audit Committee Chair fee (if applicable) | $20,000 | Not applicable to Margolis in 2025 (Hough is Chair) |
Director compensation history (aggregate from Company):
| Year | Aggregate Compensation (Company) |
|---|---|
| 2018 | $86,500 |
| 2021 | $142,500 |
| 2022 | $136,138 |
| 2024 | $135,000 |
Notes: No compensation paid in stock or options for 2024; no profit-sharing, pension, or retirement benefits for directors .
Performance Compensation
| Metric/Instrument | Status | Detail |
|---|---|---|
| RSUs/PSUs (annual director grants) | Not granted | Company did not award stock/options to directors in 2024 |
| Stock options (director) | Not granted | No options outstanding/exercisable within 60 days of record date |
| Performance metrics (TSR, revenue, ESG) tied to director pay | Not applicable | Director pay fully cash-based; no at-risk performance component disclosed |
Other Directorships & Interlocks
- Fund complex interlock: Independent Trustee of Bain Capital Private Credit (BCSF’s “fund complex”), alongside multiple BCSF directors who also serve as trustees/directors of Bain Capital Private Credit .
- Potential conflicts mitigants: Co-investment exemptive relief requires prior review/approval by Independent Directors and by Directors with no financial interest; Audit Committee conducts quarterly reviews of related-party transactions/conflicts per policy .
Expertise & Qualifications
- Domain expertise: Consumer products retailing, merchandising, consumer insights, strategic planning, corporate governance—core credentials relevant to BCSF’s oversight needs .
- Board skills (Board’s view): Capacity for critical review, financial/legal issue handling, effective interaction with Advisor and service providers, and commitment to stockholder interests .
- Education: B.A., Queens College (CUNY) .
Equity Ownership
| As-of (Record Date) | Shares Beneficially Owned | Ownership % of Outstanding | Dollar Range |
|---|---|---|---|
| 2022 (Apr 8, 2022) | 28,856 | <1% (*) | Over $100,000 |
| 2024 (Apr 8, 2024) | 28,856 | <1% (*) | Over $100,000 |
| 2025 (Apr 8, 2025) | 28,256 | <1% (*) | Over $100,000 |
Notes: No Company common stock subject to options exercisable within 60 days; Insider Trading Policy prohibits short-selling and margining/borrowing against Company securities (mitigates pledging risk) .
(*) “Represents less than 1.0%” as disclosed .
Governance Assessment
-
Strengths
- Independence affirmed; member of all three standing committees, supporting broad oversight coverage .
- Consistent attendance compliance and engagement alongside committee private sessions with auditors .
- Cash-only director compensation (no equity grants/options), limiting pay-related conflicts; clear fee schedules .
- Related-party/co-investment controls with Independent Director approvals; quarterly conflict reviews via Audit Committee .
-
Watch items / RED FLAGS
- Prior bankruptcy involvement: as Chairman & CEO of Cache, Inc., which filed for bankruptcy in Feb 2015—historical track record consideration .
- Shareholder dissent signal: 2024 election showed 10,028,688 “Against” vs 23,832,968 “For” (higher dissent vs other nominees), warranting monitoring of investor sentiment .
- Structural conflicts inherent in BDC external management and Bain Capital Credit resource sharing; mitigated by policies but dependency persists .
-
Shareholder feedback and votes
- 2024: Margolis re-elected; vote tallies noted above. Proposal to sell below NAV approved at reconvened meeting; indicates investor support for capital flexibility strategy .
- 2025: Re-election of Class III directors (Fubini, Hawkins) and approval to adjourn for below-NAV authorization—ongoing reliance on shareholder approvals for financing flexibility .
-
Overall implication for investor confidence
- Margolis brings deep retail/operator governance expertise and serves across key committees as an independent director, supporting board effectiveness .
- Elevated dissent in 2024 suggests targeted engagement may be prudent; Board’s governance processes (independence, committee structure, executive sessions) and conflict controls partially mitigate external management risks .
Insider Trading Policy prohibits short-selling and margining/borrowing against Company stock—reducing alignment risks like pledging; directors received cash-only compensation in 2024 **[1655050_0001193125-25-087322_d891501ddef14a.htm:25]**.