Jeffrey Hawkins
About Jeffrey B. Hawkins
Jeffrey B. Hawkins (age 55) is Chairman of the Board and a Class III Director of Bain Capital Specialty Finance, Inc. (BCSF), serving since 2016; he is deemed an “interested person” under the Investment Company Act due to his affiliations with BCSF’s Adviser. He is Partner and Deputy Managing Partner of Bain Capital Credit and serves on both the Risk & Oversight Committee and the Credit Committee; previously he practiced at Ropes & Gray LLP. He holds a J.D. from Harvard Law School and a B.A. (Phi Beta Kappa) from Trinity College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain Capital Credit | Partner & Deputy Managing Partner; Member, Risk & Oversight Committee and Credit Committee | 2007 – Present | Key investment and risk governance roles that interface directly with BCSF’s advisory platform . |
| Ropes & Gray LLP | Attorney | Prior to Bain Capital Credit | Focused on securities law, M&A, and collateralized debt funds . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bain Capital Private Credit | Trustee and Chairman of the Board | 2022 – Present | Affiliate of BCSF; governance interlock . |
| Boston Public Library Fund | Chair of the Board | 2014 – Present | Non-profit leadership . |
| Buckingham Browne & Nichols | Board Member | 2019 – Present | Independent school board . |
| Trinity College | Board Member | 2019 – Present | Higher education board . |
Board Governance
- Independence: Classified as an “interested person” of the Company due to affiliations with the Adviser; he serves as Chairman of the Board .
- Leadership structure and executive sessions: Independent committees (Audit, Compensation, Nominating & Corporate Governance) are composed solely of Independent Directors. The Board has no designated Lead Independent Director; the Chair of the Nominating & Corporate Governance Committee presides over executive sessions of Independent Directors .
- Committee memberships: The standing committees consist entirely of Independent Directors; Hawkins is not listed as a member of Audit, Compensation, or Nominating & Corporate Governance .
- Attendance: In 2024, the Board met 4 times; Audit 4; Nominating & Corporate Governance 2; Compensation 1. All Directors attended at least 75% of the aggregate number of meetings of the Board and their committees .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Director cash retainer | $0 | As an “interested person,” Hawkins receives no compensation from the Company for service as Director . |
| Meeting fees | $0 | Independent Directors receive meeting fees; “interested” Directors do not . |
| Committee chair/member fees | $0 | Independent committee chairs/members receive fees; “interested” Directors do not . |
| D&O insurance | Provided | Directors’ and officers’ liability insurance on behalf of directors and officers . |
Performance Compensation
| Element | Status | Details |
|---|---|---|
| Equity awards (RSUs/PSUs/options) | None | Company did not award any portion of director fees in stock or options in 2024; directors do not receive pension or retirement benefits; no profit-sharing plan . |
| Performance metrics tied to director compensation | None | Not applicable; directors (including interested directors) have no performance-tied pay disclosed . |
Other Directorships & Interlocks
- Interlocks with Adviser/affiliates: Hawkins’ senior leadership role at Bain Capital Credit (Adviser affiliate) and his chair/trustee role at Bain Capital Private Credit create governance interlocks with entities providing advisory and administrative services to BCSF .
Expertise & Qualifications
- Legal and capital markets expertise (Harvard Law J.D.; Ropes & Gray LLP in securities/M&A) .
- Credit investing leadership and risk oversight (Deputy Managing Partner; Risk & Oversight/ Credit Committee membership at Bain Capital Credit) .
- Board leadership experience (Chairman of BCSF; Chairman/Trustee of Bain Capital Private Credit) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 100,000 | As of record date April 8, 2025 . |
| Ownership % of outstanding | <1% | Asterisk denotes less than 1% (shares outstanding 64,868,506.64) . |
| Dollar range of equity | Over $100,000 | Based on $13.77 per share at record date . |
| Options exercisable within 60 days | None | No Common Stock subject to options currently exercisable or within 60 days . |
| Insider Trading Policy constraints | Short-selling, margining, or borrowing against Company securities prohibited; pre-clearance required | Alignment-enhancing restrictions under Company policy . |
Insider Trading Activity (selected Form 4 disclosures)
| Trade Date | Form Type | Transaction | Shares | Price | Dollar Size | Source |
|---|---|---|---|---|---|---|
| Dec 3, 2020 | Form 4 | Purchase | 100,001 | $12.50 | $227,550 | |
| Jun 5, 2020 | Form 4 | Derivative/Options (ownership change) | -49,080 | $10.22 | $167,190 | |
| Mar 12, 2020 | Form 4 | Purchase | 16,650 | $14.91 | $248,250 | |
| Mar 10, 2020 | Form 4 | Purchase | 14,500 | $17.16 | $248,820 | |
| Feb 11, 2019 | Form 4 | Purchase | 577 | $42.12K total noted by aggregator | $24,310 | |
| Feb 8, 2019 | Form 4 | Purchase | 1,170 | $19.65 | $22,990 | |
| Feb 7, 2019 | Form 4 | Purchase | 1,240 | $19.55 | $24,220 | |
| Nov 19, 2018 | Form 4 | Purchase | 12,500 | $20.25 | $253,125 | |
| Jul 17, 2018 | Form 4 | Purchase | 8,680 | $20.17 | $175,000 |
Note: SEC CIK: 0001679754; one example Form 4 XML for Hawkins is available via EDGAR . Aggregated trade detail above is from third-party trackers; use EDGAR links for primary verification where needed.
Governance Assessment
- Board effectiveness: Independent-only committees (Audit, Compensation, Nominating & Corporate Governance) and regular executive sessions of Independent Directors enhance oversight despite a non-independent Chairman . Attendance was adequate (all Directors ≥75% in 2024; Board/Audit met 4x; Nominating 2x; Compensation 1x) .
- Conflicts and related-party exposure: Hawkins’ senior role at Bain Capital Credit (the Adviser/Administrator) and chair role at Bain Capital Private Credit present inherent conflicts. BCSF paid $35.6 million in advisory fees in 2024 (net of waivers) and incurred $2.5 million in Administrator expenses plus $0.6 million for sub-administration, underscoring material related-party flows . The Resource Sharing Agreement and co-investment exemptive relief require Independent Director pre-approval for co-investments, which partially mitigates conflicts .
- Compensation and alignment: As an “interested” Director, Hawkins receives no director compensation from BCSF, limiting cash-pay conflicts; he holds 100,000 shares (<1% ownership), with multiple open-market purchases during 2018–2020 indicating skin-in-the-game, though ownership remains a small fraction of outstanding shares .
- Governance structure signal: The Board does not have a designated Lead Independent Director, which is a modest governance weakness when the Chair is an interested Director; the Nominating & Corporate Governance Chair presides over executive sessions to offset this .
- Policies: The Company’s Code of Ethics and Insider Trading Policy require pre-clearance and prohibit short-selling and margining/borrowing against Company securities, supporting shareholder alignment and reducing hedging/pledging risk signals .
RED FLAGS
- Non-independent Chairman with deep executive ties to the Adviser/Administrator (Bain Capital Credit), combined with substantial related-party advisory/administrative fees ($35.6 million advisory; $2.5 million admin; $0.6 million sub-admin in 2024) increases potential conflicts requiring robust Independent Director oversight .
- Absence of a designated Lead Independent Director while having an interested Chair may weaken independent counterbalance, though executive sessions are chaired by the Nominating & Governance Chair .
Mitigants
- Independent-only committees and pre-approval conditions on co-investments under SEC exemptive relief provide structural checks; all Directors met attendance thresholds, supporting engagement .
- Insider Trading Policy restrictions (no short-selling/margining) improve alignment; Hawkins’ historical open-market purchases further contribute to ownership signaling .