Thomas Hough
About Thomas A. Hough
Thomas A. Hough (age 72) is an Independent Director of Bain Capital Specialty Finance, Inc. (BCSF) since 2016 and serves as Chairman of the Audit Committee; he is designated the Board’s “audit committee financial expert.” He is a career CFO with extensive audit and controllership experience, including 13 years at Deloitte & Touche and executive leadership as EVP & CFO of Arena Brands and Lucchese, with a CPA credential and a B.A. in administrative studies from Rowan University. His director tenure, committee leadership, and finance background position him as a key governance steward on valuation, controls, and financial reporting oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arena Brands, Inc. and Lucchese, Inc. | Executive Vice President & Chief Financial Officer | Oct 2001 – Jul 2015 | Led accounting, finance, credit/collections, treasury, HR, IT, legal, real estate |
| Deloitte & Touche | Audit services professional | 13 years (dates not specified) | Primary audit services; foundation for “financial expert” competency |
| Vectrix Business Solutions; Jamba Juice Company; Chief Auto Parts; Roy Rogers Restaurants; Peoples Drug Stores | Chief Financial Officer (various companies) | Not disclosed | Senior finance leadership across multiple operating companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain Capital Private Credit (Fund Complex) | Independent Trustee; Chairman of Audit Committee | 2022 – Present | Audit oversight within fund complex; cross-vehicle governance continuity |
| National Kidney Foundation | Independent Board Member; Audit Committee Member; Chair, Finance & Investment Committees | 2012 – 2021 | Led finance and investment governance at non-profit scale |
Board Governance
- Independence: The Board affirmed Hough is independent under NYSE standards and Section 2(a)(19) of the 1940 Act; no transactions impairing independence were identified .
- Leadership: Audit Committee Chair; designated “audit committee financial expert” by the Board .
- Committee assignments: Audit (Chair), Compensation (member), Nominating & Corporate Governance (member) .
- Attendance and engagement: In 2024, the Board met 4 times; Audit met 4; Nominating met 2; Compensation met 1; all Directors attended at least 75% of aggregate Board/committee meetings .
- Executive sessions: No separate Lead Independent Director; Chair of Nominating & Corporate Governance (or designee) presides over Independent Directors’ executive sessions .
| 2024 Meetings | Count |
|---|---|
| Board | 4 |
| Audit Committee | 4 |
| Nominating & Corporate Governance Committee | 2 |
| Compensation Committee | 1 |
| Committee Memberships (Record Date) | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Thomas A. Hough | Chair | Member | Member |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Directors) | $130,000 | Cash |
| Audit Committee Chair fee | $20,000 | Additional annual cash fee |
| Regular Board meeting fee | $2,500 per meeting | Plus reasonable expense reimbursement |
| Special Board meeting fee | $1,500 per meeting | Plus reasonable expense reimbursement |
| Committee meeting fee | $1,000 per meeting | Plus reasonable expense reimbursement |
| 2024 Director Compensation | Aggregate from BCSF | Aggregate from Fund Complex |
|---|---|---|
| Thomas A. Hough | $160,472 | $258,445 |
| Notes | Includes reimbursed expenses; no stock/options granted in 2024; no pension/retirement benefits; fund complex includes BCSF and Bain Capital Private Credit |
Performance Compensation
| Instrument | Grant date | Shares/Units | Fair value | Vesting | Performance metrics |
|---|---|---|---|---|---|
| Stock awards (RSUs/PSUs) | N/A | $0 | $0 | N/A | None disclosed (Company did not award fees in stock in 2024) |
| Option awards | N/A | $0 | $0 | N/A | None disclosed (Company did not award options in 2024) |
No director equity awards or options were granted for 2024; director compensation is cash-based, with meeting and chair fees as noted .
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential Interlock |
|---|---|---|---|
| Bain Capital Private Credit | Fund complex (another BDC) | Independent Trustee; Audit Chair | Shared governance platform with BCSF; oversight mitigants via independent committees |
| National Kidney Foundation | Non-profit | Board/Audit/Finance/Investment roles | None with BCSF’s portfolio disclosed |
- The Board underscores governance mitigants for conflicts associated with the externally managed BDC/advisor structure: independent-only standing committees; regular independent executive sessions; independent directors’ approval conditions for co-investments under SEC exemptive order; quarterly related-party reviews by the Audit Committee .
Expertise & Qualifications
- Audit committee financial expert designation; deep audit fluency from 13 years at Deloitte & Touche .
- Multi-company CFO and EVP experience overseeing finance, treasury, HR, IT, legal, and real estate functions; CPA credential .
- Governance experience as Audit Chair at Bain Capital Private Credit and finance/investment committee leadership in a non-profit context .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Dollar Range |
|---|---|---|---|
| Thomas A. Hough | 38,285 | <1% | Over $100,000 (based on $13.77/share on Record Date) |
- Options: No Company common stock subject to options currently exercisable or within 60 days of the Record Date .
- Insider Trading Policy: Short-selling and margining/borrowing against BCSF securities are prohibited for covered personnel, reducing pledging/hedging risk signals .
Governance Assessment
- Strengths: Independent status; Audit Chair leadership; audit financial expert designation; consistent engagement (≥75% attendance in 2024); and direct share ownership (> $100k) support alignment and board effectiveness on valuation and reporting .
- Pay structure: Director compensation is entirely cash (no equity awards/options in 2024), which avoids dilution but limits explicit equity-at-risk incentives; offset by personal ownership and meeting/chair fee structure .
- Conflicts and mitigants: Externally managed BDC structure and advisor relationships create inherent conflicts, mitigated via all-independent standing committees, independent executive sessions, quarterly related-party reviews, and independent director approvals for co-investments under SEC exemptive relief .
- Policy signals: Prohibitions on short-selling and margining/borrowing against BCSF stock reduce red-flag behaviors (pledging/hedging), supporting investor confidence in insider alignment .