Michael Ewald
About Michael Ewald
Michael A. Ewald is Chief Executive Officer and a Class II Director of Bain Capital Specialty Finance, Inc. (BCSF), serving on the Board since 2016; he is age 52 . He is Partner and Global Head of the Private Credit Group at Bain Capital Credit and Portfolio Manager for Middle Market Credit and Global Direct Lending strategies . Ewald holds an M.B.A. from the Tuck School at Dartmouth and a B.A. magna cum laude from Tufts University . BCSF is externally managed; the company reports no direct compensation to executive officers, and advisory fees are paid to BCSF Advisors, LP under an Advisory Agreement, with independent board committees overseeing governance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bain Capital Credit | Partner; Global Head, Private Credit Group; Portfolio Manager (Middle Market Credit; Global Direct Lending) | 2008–Present | Leads private credit origination and portfolio management across middle market and direct lending strategies |
| Bain Capital Credit | Investment professional; joined firm | 1998–Present | Credit Committee participation; scaling Bain Capital Credit’s private credit platform |
| Bain & Company | Associate Consultant | 3 years (prior to joining Bain Capital Credit) | Strategy consulting in Financial Services, Manufacturing, Consumer Products |
| Credit Suisse First Boston | Analyst (Regulated Industries) | — | Industry and regulatory analysis supporting capital allocation decisions |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bain Capital Private Credit | Trustee; Chief Executive Officer | 2022–Present | Executive leadership and oversight across private credit fund complex |
| Cradles to Crayons | Board Member; Chair of the Board | 2014–Present | Non-profit governance and community impact |
| Tenax Aerospace, LLC | Board Member | 2018–Present | Aerospace portfolio oversight |
| Precinmac Precision Machining | Board Member | 2020–2024 | Advanced manufacturing governance |
| Boston Athenaeum | Trustee | 2021–Present | Institutional stewardship |
| Massachusetts Historical Society | Trustee | 2022–Present | Non-profit oversight |
| ADT Pizza | Board Member | 2018–2022 | Consumer services governance |
Fixed Compensation
- BCSF pays no direct compensation to executive officers; BCSF is externally managed and reimburses the Advisor for allocable overhead under its Administration Agreement . Independent Director fees are paid only to independent directors; interested directors (including Ewald) receive $0 from the Company for board service .
| Category | Amount | Notes |
|---|---|---|
| CEO/Executive pay from Company | $0 | Company has no employees; reimburses Advisor for overhead |
| Director cash retainer (Ewald) | $0 | Interested directors receive no compensation from the Company |
Performance Compensation
- Not applicable. BCSF does not pay performance-based compensation to executive officers; advisory compensation is paid to BCSF Advisors, LP via base and incentive fees under the Advisory Agreement (rates not detailed in the 2025 proxy excerpt) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares beneficially owned (Ewald) | 177,369 shares; includes holdings by The Michael A. Ewald 2010 Irrevocable Family Trust |
| Shares outstanding (record date 4/8/2025) | 64,868,506.64 shares |
| Ownership as % of outstanding | ~0.27% (computed from 177,369 / 64,868,506.64) |
| Options outstanding | None; no common stock subject to options currently exercisable within 60 days |
| Hedging/pledging | Company Insider Trading Policy discourages hedging/monetization and prohibits short-selling and margining/borrowing against Company stock |
| Trading controls | Pre-clearance required; trading windows generally begin 24 hours after earnings release and end 30 days after, subject to blackout exceptions |
Employment Terms
- No employment agreement with BCSF; the company discloses “we do not currently have any employees” and reimburses the Advisor for personnel costs; executive services are provided via BCSF Advisors, LP . Severance, change-of-control, non-compete, non-solicit, and clawback provisions for Ewald are not disclosed by BCSF.
Board Governance
- Ewald is a Class II Director since 2016; term expires in 2027; he is deemed an “interested person” under the 1940 Act due to affiliation with the Advisor and also serves as CEO .
- Board leadership: Chair is Jeffrey B. Hawkins (interested director); independent directors meet in executive session; all standing committees (Audit, Compensation, Nominating & Corporate Governance) are composed solely of independent directors .
| Committee | Members |
|---|---|
| Audit (Chair: Thomas A. Hough) | Amy Butte; David G. Fubini; Thomas A. Hough; Jay Margolis; Clare S. Richer |
| Compensation (Chair: Clare S. Richer) | Amy Butte; David G. Fubini; Thomas A. Hough; Jay Margolis; Clare S. Richer |
| Nominating & Corporate Governance (Chair: Amy Butte) | Amy Butte; David G. Fubini; Jay Margolis; Clare S. Richer |
- Board meetings and attendance: 2024 Board met 4 times; all directors attended ≥75% of meetings of the Board and committees on which they served .
Director Compensation
| Role | Company Compensation |
|---|---|
| Michael A. Ewald (CEO; interested Director) | $0 (no director compensation for interested persons) |
| Independent Director fees (context) | Annual fee $130,000; meeting fees $2,500 (regular Board), $1,500 (special), $1,000 (committee); Audit Chair additional $20,000 |
Related Party Transactions and Fee Alignment
- Advisory Agreement: BCSF pays BCSF Advisors, LP a base management fee and incentive fee (not detailed in the 2025 proxy excerpt); advisory fees incurred were disclosed in prior filings (context in 2024 proxy) . Administration Agreement: BCSF pays an administration fee of 0.45% of the lesser of cost or fair value of investments, payable quarterly; expenses incurred were $2.5 million to the Administrator and $0.6 million to the sub-administrator in 2024 . Governance mitigants include independent committees and quarterly related-party review by the Audit Committee .
Performance & Track Record
- BCSF is a BDC and co-sponsor of the International Senior Loan Program (ISLP) joint venture. ISLP reported a net investment income ratio of 10.27% and IRR of 6.70% for 2024; prior-year ISLP IRR was 14.37% for 2023 (ISLP financial highlights; JV managed under BCSF Advisors administration) . Note: These metrics reflect ISLP JV performance, not standalone BCSF stock TSR.
Risk Indicators & Red Flags
- Dual role: Ewald serves as CEO and Director; Board Chair is an interested director (Hawkins). Potential conflicts are addressed via strong governance practices: independent committees and executive sessions of independent directors .
- External management model: Executive compensation is not disclosed and paid via the Advisor; fee structures (base and incentive) can create pay-for-asset growth incentives unless offset by independent oversight .
- Trading and alignment: Insider Trading Policy prohibits short-selling and margining; hedging/monetization discouraged; trades pre-cleared, reducing insider selling pressure risks .
- Related-party ecosystem: Resource sharing with Bain Capital Credit; Board acknowledges potential conflicts and uses exemptive relief and independent director approvals for co-investments .
Compensation Structure Analysis
- Executive and director compensation: Interested directors (including Ewald) receive no cash compensation from the Company; executive services are provided and compensated through the Advisor, limiting direct pay-for-performance disclosure at the issuer level .
- Advisory/administration fees: Company-level fees paid to Advisor and Administrator are disclosed; independent committees oversee governance and related-party transactions .
Equity Ownership & Alignment Table
| Metric | Value |
|---|---|
| Ewald beneficial ownership (shares) | 177,369; includes trust holdings |
| Shares outstanding (Record Date) | 64,868,506.64 |
| Ownership % of outstanding | ~0.27% (computed from above) |
| Options exercisable within 60 days | None |
Employment Terms
- No employment contract with BCSF; no severance/change-of-control terms disclosed for Ewald at the Company (no employees; services via Advisor) .
Investment Implications
- Alignment: Ewald’s equity ownership (~0.27% of outstanding) and strict insider trading policy (no margining; hedging discouraged) support alignment and lower forced-selling risk .
- Transparency: As an externally managed BDC, executive compensation is not disclosed at the issuer level; investor assessment should focus on advisory fee structures and board independence safeguards .
- Governance: Independent-only committees and regular executive sessions mitigate dual-role conflicts (CEO + Director; Chair is interested); quarterly related-party reviews and co-investment exemptive relief conditions add controls .
- Performance linkage: With no direct issuer-level performance pay for executives, equity ownership and Advisor incentives become principal levers; continued monitoring of advisory fees, NII, credit quality, and dividend sustainability is advisable .