Michael Boyle
About Michael Boyle
Michael J. Boyle (age 40) is President of Bain Capital Specialty Finance, Inc. (BCSF) since January 2021 and a Class II director since July 2022; he is deemed an “interested person” under the 1940 Act due to his affiliation with the Advisor (Bain Capital Credit) . He is a Partner and Portfolio Manager in Bain Capital Credit’s Private Credit Group responsible for the Global Direct Lending strategy; he holds a B.S. from Boston College . Recent performance context: BCSF reported Q3 2025 net investment income (NII) of $0.45 per share (vs. $0.47 in Q2), and NAV/share of $17.40 (vs. $17.56 in Q2) .
| Recent Performance Indicators | Q2 2025 | Q3 2025 |
|---|---|---|
| Net Investment Income per share ($) | 0.47 | 0.45 |
| Net Income per share ($) | 0.37 | 0.29 |
| Total Investment Income ($mm) | 71.0 | 67.2 |
| NAV per share ($) | 17.56 | 17.40 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bain Capital Specialty Finance (BCSF) | President | Jan 2021 – Present | Oversees company operations and portfolio alongside CEO; affiliated with Advisor’s credit platform . |
| Bain Capital Specialty Finance (BCSF) | Vice President & Treasurer | 2018 – Jan 2021 | Finance, treasury and capital markets support during growth of portfolio . |
| Bain Capital Credit – Private Credit Group | Director; Portfolio Manager | 2016 – 2019 | Portfolio management within Global Direct Lending . |
| Bain Capital Credit – Private Credit Group | Partner; Portfolio Manager | 2019 – Present | Leads Global Direct Lending strategy; origination and portfolio leadership . |
| Bain Capital Credit (earlier career) | Portfolio Analytics; Industry Research; Liquid Credit PM team member | n/a | Research/analytics foundation and liquid credit portfolio experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Bain Capital Private Credit (affiliate BDC) | Trustee and President | 2022 – Present | Parallel governance/executive duties within the fund complex . |
Fixed Compensation
BCSF is externally managed and has no employees; officers (including Boyle) receive no direct compensation from BCSF. The company reimburses the Advisor for allocable overhead and personnel costs under the Administration Agreement.
| Item | Company-Paid? | Detail / Source |
|---|---|---|
| Base salary | No | “We do not currently have any employees. None of our officers receives direct compensation from us.” |
| Target/Actual annual bonus | No | Compensation, if any, occurs at Advisor level; not disclosed by BCSF |
| Director fees | No (interested director) | Interested directors receive no director compensation from BCSF |
| Perquisites/benefits | Not disclosed | Administrative expenses reimbursed to Advisor at cost |
Performance Compensation
BCSF does not grant executive equity or cash incentive awards to Boyle. No stock option/RSU/PSU awards or performance metric targets are disclosed at the company level for officers; there were no common stock options exercisable within 60 days of the record date.
| Incentive Type | Status at BCSF | Detail / Source |
|---|---|---|
| Annual cash incentive plan | Not paid by BCSF | Officers compensated by Advisor; company provides no direct pay . |
| RSUs/PSUs | Not granted by BCSF | No officer equity grants disclosed; BCSF did not award director fees in stock or options in 2024/2023 . |
| Stock options | None currently exercisable | “There is no Common Stock subject to options that are currently exercisable or exercisable within 60 days of the Record Date.” |
| Clawback | Not found | No clawback policy disclosure specific to executive compensation located in proxy [Search No Result]. |
| Change-of-control vesting | Not found | No CIC provisions for officers disclosed at BCSF [Search No Result]. |
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Outstanding | Record Date Context |
|---|---|---|---|
| Michael J. Boyle (2023) | 30,719.52 | * (<1%) | Shares outstanding base per table; star denotes <1% . |
| Michael J. Boyle (2024) | 33,633 | * (<1%) | Percentage based on 64,562,265.27 shares outstanding . |
| Michael J. Boyle (2025) | 37,476 | * (<1%) | Percentage based on 64,868,506.64 shares outstanding . |
Additional alignment and restrictions:
- Director “dollar range” of ownership: Boyle disclosed “Over $100,000” in 2024 and 2025; $50,001–$100,000 in 2023 .
- Pledging/hedging: BCSF’s Insider Trading Policy prohibits short-selling and margining or borrowing against company securities (effectively restricting pledging) .
- Insider selling pressure: No company stock options outstanding within 60 days of record date reduces option-expiry selling pressure .
Employment Terms
- Role and tenure: President since January 2021; Director since July 2022; prior service as VP & Treasurer (2018–2021) .
- Employer of record: Officers are personnel of the Advisor; BCSF has no employees; compensation and employment agreements (including severance/CIC) are at Advisor level and not disclosed by BCSF .
- Non-compete / non-solicit / garden leave: Not disclosed by BCSF [Search No Result].
- Clawback: Not disclosed by BCSF [Search No Result].
- Insider Trading Policy: Pre-clearance required; short-selling and margining/borrowing against company stock prohibited .
Board Governance (Service, Committees, Independence)
- Board service: Class II Director since 2022; term expires 2027; designated as an “interested person” due to Advisor affiliation .
- Independence/committees: All standing committees (Audit; Compensation; Nominating & Corporate Governance) are comprised entirely of independent directors; Boyle (interested) does not sit on these committees .
- Committee leadership (recent): Compensation Committee chairs transitioned from Jay Margolis (2023) to Clare S. Richer (2024–2025); Audit Committee chaired by Thomas A. Hough .
- Attendance: In 2023 and 2024, all directors attended at least 75% of Board and applicable committee meetings .
- Executive sessions and lead role: The Board does not have a separately designated lead independent director; the Chair of the Nominating & Corporate Governance Committee presides over executive sessions of independent directors—an important mitigation for dual-role conflicts .
- Director compensation: Interested directors (including Boyle) receive $0 from BCSF for board service . Independent director cash retainer was $125,000 (2023), increased to $130,000 (2024–2025), with meeting fees and an extra $20,000 for the Audit Chair .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable at BCSF | — | — | — | — | — |
BCSF pays no executive compensation directly; performance metric frameworks and payouts (if any) would be determined by the Advisor and are not disclosed in BCSF filings .
Director Compensation (context)
| Year | Independent Director Base Retainer | Meeting Fees | Audit Chair Fee | Interested Director Fees |
|---|---|---|---|---|
| 2023 | $125,000 | $2,500 regular; $1,500 special; $1,000 per committee | $20,000 | $0 |
| 2024 | $130,000 | $2,500 regular; $1,500 special; $1,000 per committee | $20,000 | $0 |
Track Record and Operating Context
- Responsibilities and background: Boyle leads Bain Capital Credit’s Global Direct Lending strategy and has progressed through analytics, research, and liquid credit portfolio roles—skill set aligned with BDC underwriting and portfolio construction .
- Operating results during tenure: Q3 2025 NII/share $0.45; net income/share $0.29; NAV/share $17.40; portfolio fair value $2.53B; weighted average portfolio yield ~11.2% .
- Risk management indicators: Non-accruals at 1.5% of amortized cost and 0.7% by fair value as of Q3 2025 .
Equity Ownership & Alignment (detail)
| Period | Boyle Beneficial Ownership (shares) | Directors/Execs as a Group (shares) |
|---|---|---|
| 2023 | 30,719.52 | — |
| 2024 | 33,633 | 377,847 |
| 2025 | 37,476 | 408,466 |
Notes:
- Star notation in proxies indicates less than 1% ownership for each listed director (including Boyle) .
- No common stock options were currently exercisable within 60 days of the record date, reducing forced selling risk from expirations .
Employment Terms (Severance / CIC)
- No severance or change-in-control arrangements for officers are disclosed at BCSF; given external management, any such terms would be at the Advisor and are not part of BCSF’s filings .
Investment Implications
- Pay-for-performance visibility is limited: Because BCSF is externally managed, Boyle’s cash/equity compensation, performance metrics, and vesting are not disclosed at the issuer level, reducing transparency into incentive alignment and retention risk drivers .
- Alignment via ownership and policy: Boyle’s beneficial ownership has increased from 2023 to 2025, and BCSF’s insider policy prohibits short-selling and margining/borrowing against company stock—mitigating hedging/pledging misalignment risks .
- Governance mitigants around dual roles: As an interested director and executive, potential conflicts are addressed by independent-only committees, regular executive sessions, and independent committee leadership; attendance thresholds were met, supporting oversight quality .
- Trading signal read-through: With no disclosed officer equity grants/options at BCSF and a restrictive insider policy, near-term selling pressure from vesting/expirations appears low; ownership changes should be monitored via future proxies and Forms 3/4/5 .
- Execution track: Operating indicators (NII, portfolio yield, non-accruals) remained solid into Q3 2025, providing a supportive backdrop for management credibility despite limited disclosure on personal incentives .