Thomas Emery
About Thomas Emery
Thomas Emery, 38, serves as Secretary of Bain Capital Specialty Finance, Inc. (BCSF) and is a Vice President in Finance at Bain Capital Credit; he was appointed Secretary in February 2025 . He previously was a senior accountant at Deloitte in the asset management practice, holds a B.S. from the University of Connecticut, and is both a Chartered Financial Analyst (CFA) charterholder and a Certified Public Accountant (CPA) . Officers at BCSF are elected by the Board and serve at the Board’s discretion until the next election of officers or until a successor is duly elected and qualified . BCSF’s executives do not receive direct compensation from the company (BCSF has no employees); compensation is provided by the external adviser (Bain Capital Credit) with BCSF reimbursing its allocable share of overhead and personnel costs, which limits company-level disclosure of pay-for-performance metrics tied specifically to BCSF .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bain Capital Credit | Vice President in Finance | — | Finance leadership supporting BCSF; internal adviser platform role |
| Deloitte (Asset Management practice) | Senior Accountant | — | Asset management audit experience; mutual fund focus |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| University of Connecticut | B.S. | — | Academic credential (degree) |
| CFA Institute | CFA charterholder | — | Professional designation |
| State CPA (not specified) | Certified Public Accountant | — | Professional license |
Fixed Compensation
BCSF is externally managed and does not pay cash compensation directly to executive officers.
| Component | 2024/2025 disclosure | Source |
|---|---|---|
| Base salary (company-paid) | None; BCSF has no employees; no executive receives direct compensation from the Company | |
| Target/Actual bonus (company-paid) | Not applicable at the Company level (paid by Adviser; not disclosed by Company) | |
| Company reimbursement to Adviser | BCSF reimburses Adviser for allocable overhead and personnel (incl. CFO/CCO and their staffs; ops; internal audit) |
Implication: Company proxy does not disclose individual salary/bonus for Emery; compensation resides within Bain Capital Credit’s pay programs, limiting visibility into company-level pay-for-performance linkages .
Performance Compensation
No company-paid equity or option awards to executive officers are disclosed; BCSF independent directors also did not receive equity or options for 2024.
| Metric/Instrument | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company RSUs/PSUs/Options for executive officers | — | — | — | — | No company-paid awards to officers disclosed |
| Director equity (context) | — | — | — | — | Company did not award any portion of director fees in stock or options for 2024 |
No company-level performance metric grid (e.g., revenue, EPS/EBITDA, TSR) is linked to executive bonus/equity in the proxy due to the external-management structure .
Equity Ownership & Alignment
| Data point | Value | Source |
|---|---|---|
| Shares outstanding (as of March 31, 2025) | 64,868,507 | |
| Thomas Emery beneficial ownership | Not reported (“N/A”) among executive officers who are not directors (as of March 31, 2025) | |
| Section 16 filings (Form 3/4/5) | No Thomas Emery filings identified in BCSF document set reviewed; a recent Form 3 pertains to the General Counsel (S. Rusnak-Carlson) | |
| Insider trading policy—preclearance | All covered personnel must pre-clear trades in BCSF securities with the CCO/designee | |
| Insider trading policy—prohibitions | Short-selling and margining/borrowing against Company securities are prohibited |
Pledging: The proxy explicitly prohibits margining/borrowing against Company securities; it does not separately reference pledging beyond this language .
Employment Terms
| Term | Disclosure | Source |
|---|---|---|
| Appointment/tenure | Secretary since February 2025; officers serve at the pleasure of the Board until next election or successor qualified | |
| Employment structure | BCSF has no employees; officers are employees of the Adviser; Company reimburses Adviser for allocable costs | |
| Employment agreement | Not disclosed by BCSF; no company-level employment contract filed for Emery | |
| Severance/Change-of-control | Not disclosed at Company level for officers; external management structure typically means such terms reside with Adviser | |
| Clawback provisions | Not specifically disclosed for officers; code of ethics/insider trading policy summarized |
Compensation Committee Analysis
- Committee responsibilities: Determines or recommends compensation paid directly, if any, by the Company to the CEO and other executive officers; assists Board with compensation matters .
- Committee independence: No member is or has been an officer/employee of the Company; no Item 407(e)(4) relationships disclosed .
- Chair: The Compensation Committee is chaired by Independent Director Clare S. Richer .
- Director pay context (for benchmarking governance): Independent Directors received cash fees (e.g., annual fee $130,000; meeting fees; Audit Chair add’l $20,000) for FY2024; no equity awarded for director fees in 2024 .
Performance & Track Record
- Role scope: Secretary and Vice President in Finance within the Adviser’s platform; company-level operating/financial performance attribution to Emery is not delineated in proxy materials .
- TSR/financial metrics during tenure: Not provided in executive context; proxy materials reviewed do not tie Emery’s compensation to specific BCSF performance metrics (e.g., TSR, revenue/EBITDA) due to external-management structure .
Investment Implications
- Alignment and selling pressure: Lack of reported beneficial ownership for Emery as of March 31, 2025 and absence of Section 16 filings in reviewed materials suggest limited direct BCSF equity exposure and low near-term insider selling pressure from this officer .
- Pay-for-performance transparency: External-management model results in no company-paid executive compensation disclosure (no salary/bonus/equity), limiting visibility into incentive metric design and payout calibration at the Company level; performance incentives likely reside within Bain Capital Credit structures not disclosed by BCSF .
- Retention risk: With employment and incentives residing at the Adviser, retention dynamics will be determined by Bain Capital Credit’s internal compensation and career paths; no company-level severance/CIC economics disclosed for Emery .
- Governance controls: Insider trading policy requires preclearance and prohibits short-selling and margining/borrowing against Company stock, reducing hedging/pledging-related misalignment risks .
If you want, I can monitor future proxy/8-K updates and Section 16 filings for any new equity grants, changes in role, or ownership that would alter alignment or selling pressure.