Michael Segal
About Michael S. Segal
Independent director of Crescent Capital BDC, Inc. (CCAP), serving since 2015 and currently Chair of the Nominating and Corporate Governance Committee; born 1957, term (Class II) expires in 2026. Background includes Managing Partner of Fred Segal Family LLC and President/CEO of Segal Family–United World Foundation; master’s degree from UCLA and bachelor’s from Pomona College. Beneficially owns 5,295 CCAP shares as of the March 19, 2025 record date (over $100,000 dollar range; less than 0.1% of shares outstanding). Oversees one portfolio company within the CCAP fund complex.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fred Segal Family LLC | Managing Partner | Not disclosed | Executive oversight/operations (company narrative) |
| Segal Family–United World Foundation | President/CEO | Not disclosed | Executive leadership; philanthropic governance |
| Harvard-Westlake School | Trustee | Not disclosed | Education governance; trustee duties |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pomona College | Former Board Member | Not disclosed | Higher education governance |
| Good Hope Medical Foundation | Former Board Member | Not disclosed | Healthcare nonprofit governance |
| Pencils of Promise | Former Board Member | Not disclosed | Global education nonprofit governance |
| University of Richmond | Former Board Member | Not disclosed | Higher education governance |
| Heal the Bay | Former Board Member | Not disclosed | Environmental nonprofit governance |
| Poly Prep Country Day School | Former Board Member | Not disclosed | Education governance |
| Los Angeles World Affairs Council & Town Hall | Former Board Member | Not disclosed | Policy/affairs governance |
| Institute for Shipboard Education/Semester at Sea | Former Board Member | Not disclosed | Education/travel program governance |
Board Governance
- Independence and structure: CCAP’s board has six directors; five are independent under Nasdaq Rule 4200(a)(15) and the 1940 Act. CCAP does not designate a Lead Independent Director; independent directors serve on all standing committees.
- Committee assignments: Segal chairs the Nominating and Corporate Governance Committee and serves on the Audit and Compensation Committees.
- Attendance and engagement: In 2024, the board held 5 meetings; Audit 4; Nominating 2; Compensation 1; all directors attended at least 75% of the aggregate meetings of the board and committees on which they served.
- Term and classification: Class II director since 2015; current term expires in 2026.
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual Independent Director Fee (cash) | $95,000 | $105,000 |
| Regular Board Meeting Fee (per meeting) | $2,500 | $2,500 |
| Special Board Meeting Fee (per meeting) | $1,000 | $1,000 |
| Committee Meeting Fee (per meeting) | $1,000 | $1,000 |
| Audit Committee Chair Additional (annual) | $10,000 through Aug 3, 2023; $12,500 thereafter | $12,500 |
| Nominating Committee Chair Additional (annual) | $5,000 | $5,000 |
| Compensation Committee Chair Additional (annual) | $5,000 | $5,000 |
| Aggregate Compensation – M. Segal (cash) | $122,000 | $124,500 |
Notes:
- Independent directors also receive reimbursement of reasonable out-of-pocket expenses.
- CCAP discloses a cash-only fee structure for independent directors; no director equity grants are described.
Performance Compensation
| Metric-Linked Pay Component | Status | Notes |
|---|---|---|
| Cash bonus tied to performance metrics | Not disclosed for independent directors | CCAP’s independent director compensation disclosure details fixed cash fees and meeting/chair fees only. |
| Stock awards (RSUs/PSUs), grant dates, fair value | Not disclosed for independent directors | No equity grant disclosure for independent directors. |
| Option awards (strike, expiry, vesting) | Not disclosed for independent directors | No options disclosed for independent directors. |
| Pay metrics (revenue growth, EBITDA, TSR, ESG) | Not disclosed for independent directors | Director pay not tied to quantified performance metrics. |
Other Directorships & Interlocks
| Category | Current Status | Evidence |
|---|---|---|
| Public company boards (current) | None | “Other Directorships Held During the Past Five Years: None.” |
| Public company boards (past 5 years) | None | No public company directorships reported. |
| Fund complex oversight count | 1 | Defined fund complex companies overseen. |
| Interlocks with competitors/suppliers/customers | Not disclosed | No interlock disclosures for Segal. |
Expertise & Qualifications
- Executive/operational experience and philanthropic leadership; current roles with family office and foundation.
- Education: Master’s degree (UCLA); bachelor’s degree (Pomona College).
- Board rationale: CCAP cites his operational and executive experience as supportive of board service.
Equity Ownership
| Metric | 2024 Record Date (Mar 13, 2024) | 2025 Record Date (Mar 19, 2025) |
|---|---|---|
| Beneficial shares owned | 4,733 | 5,295 |
| Ownership % of shares outstanding | <0.1% | <0.1% |
| Dollar range (proxy-defined) | $50,001–$100,000 | Over $100,000 |
| Section 16 compliance | All directors/officers timely (FY2023) | Not updated in 2025 proxy text provided |
| Hedging/pledging policy | Prohibited by Rule 17j‑1 Code of Ethics and Insider Trading Policy (no margin, pledging, short sales, derivative hedging) |
Insider trades (Form 4): Proxy states FY2023 Section 16 compliance; no director-specific Form 4 trades disclosed in the proxy.
Governance Assessment
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Strengths
- Independent director with nine+ years of tenure; chairs Nominating & Corporate Governance, indicating leadership in board refreshment, diversity of skills, and self-evaluation.
- Broad committee engagement (Audit, Compensation, Nominating), supporting board effectiveness across oversight areas.
- Attendance threshold met; board and committees active in 2024 (5 board; 4 audit; 2 nominating; 1 compensation).
- Meaningful personal ownership (over $100,000 dollar range; increasing share count YoY), with strict prohibitions on hedging/pledging enhancing alignment.
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Potential Concerns / RED FLAGS
- Low ownership percentage (<0.1%), typical for independent directors but limits economic alignment versus executives or large holders.
- Director compensation appears fully cash-based; absence of equity grants for independent directors may reduce long-term incentive alignment.
- No Lead Independent Director; while CCAP cites small board size and independent committee chairs, investors may prefer formalized independent leadership.
- Related-party/co-investment framework risks inherent to externally managed BDCs; however, processes (SEC exemptive relief, “required majority”) and explicit carve-out for another director’s conflict (Strandberg) mitigate concerns; no Segal-specific conflicts disclosed.
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Overall view: Segal’s role as Nominating Chair and multi-committee membership, combined with satisfactory attendance and ethical trading restrictions, support investor confidence in board oversight. Alignment is adequate via personal share ownership, though cash-only director pay and lack of equity grants modestly cap long-term incentive alignment.