Brian E. Lane
Main Street CapitalAbout Brian E. Lane
Brian E. Lane (age 67) is an independent director of Main Street Capital Corporation, serving on the Board since 2015. He is President and Chief Executive Officer of Comfort Systems USA, Inc. (NYSE: FIX), a leading HVAC and electrical services provider, and previously served in senior roles at Halliburton, Capstone Turbine, and Kvaerner. He holds a B.S. in Chemistry from the University of Notre Dame and an MBA from Boston College. His background emphasizes operations, construction/industrial services, and strategic execution across cyclical end-markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Main Street Capital Corporation | Independent Director | Director since 2015 | Governance-focused; contributes construction/industrial services operating experience |
| Comfort Systems USA (FIX) | CEO & President | CEO since Dec 2011; President & COO Mar 2010–Dec 2011; Director since Nov 2010 | Led growth in specialty contracting; board-level perspective as public company CEO |
| Halliburton Company (HAL) | Various roles culminating as Regional Director, Europe & Africa | ~15 years (pre-2003) | Business development, strategy, project execution in global energy services |
| Capstone Turbine (CPST) | Regional Director | N/D | Distributed power operations and commercialization |
| Kvaerner | Vice President (chemical industry focus) | N/D | International engineering and construction – chemicals expertise |
External Roles
| Organization | Role | Since | Committees |
|---|---|---|---|
| Comfort Systems USA (FIX) | Director; CEO & President | Director since Nov 2010; CEO since Dec 2011 | Not disclosed in MAIN proxy |
Board Governance
- Independence: Classified as an independent director under NYSE standards and the Investment Company Act of 1940 (1940 Act) .
- Committee assignments (as of Record Date): Chair, Nominating & Corporate Governance Committee; Member, Compensation Committee; Not on Audit Committee .
- Board/committee activity and attendance: Board met 5 times in 2024 with 28 unanimous written consents; committees met (Audit 4x, Compensation 5x (+1 written consent), Nominating & Corporate Governance 4x). All incumbent directors attended ≥75% of Board and applicable committee meetings in 2024; all then-serving directors attended the 2024 Annual Meeting in person .
- Board leadership: Non-executive Chairman (Vincent D. Foster) and a Lead Independent Director (John E. Jackson); regular executive sessions of independent directors .
- No compensation committee interlocks or insider participation in 2024 .
- Say-on-Pay: 87% approval at 2024 Annual Meeting; Compensation Committee considered feedback in subsequent decisions .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $200,000 | Standard non-employee director retainer |
| Nominating & Corporate Governance Committee – Chair retainer | $20,000 | Chair fee |
| Compensation Committee – member retainer | $12,500 | Member fee (non-chair) |
| Total cash (reported) | $232,500 | Matches fees earned in Director Compensation Table |
| Equity grant (grant-date fair value) | $30,019 | Annual grant under 2022 Non-Employee Director Restricted Stock Plan |
| Total compensation (reported) | $262,519 | Fees + stock award value |
Additional details:
- 2024 director equity grant: 590 restricted shares granted May 6, 2024; vests 100% on May 5, 2025 (the annual meeting date) subject to continued service .
- No per-meeting fees absent an exceptionally high number of meetings; specific committee chair/member fee schedule as shown above .
- Optional director cash fee deferral via Deferred Compensation Plan; earnings based on selected investment alternatives including phantom MAIN stock units .
Performance Compensation (Director)
| Grant Date | Instrument | Shares | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| May 6, 2024 | Restricted Stock | 590 | $30,019 | 100% on May 5, 2025 | Annual non-employee director grant; dividends and voting per plan; forfeiture lapses at end of term |
- Director compensation is not performance-metric-based; equity is primarily time-based to align director interests with shareholders .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Comfort Systems USA (FIX) | Director; CEO & President | None disclosed with MAIN; Board affirms independence after reviewing potential transactions . No compensation committee interlocks in 2024 . |
Expertise & Qualifications
- Executive leadership in specialty contracting (HVAC/electrical) with CEO experience at a public company (FIX). Prior experience in global energy services (Halliburton) and industrial/engineering firms (Kvaerner), with business development, strategy, and project leadership .
- Education: B.S. Chemistry (Notre Dame); MBA (Boston College) .
- Industry insight: Construction and industrial services; exposure to cyclical end markets and operational execution at scale .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (MAIN) | 43,893 shares (includes phantom units) |
| Ownership % of outstanding | Less than 1% (as disclosed) |
| Phantom stock units included | 31,474 units; no voting or investment power over phantom units |
| Unvested restricted shares outstanding (12/31/2024) | 590 (from the 2024 director grant) |
| Deferred Compensation Plan (director account) | Balance $1,828,584 at 12/31/2024; 2024 director contributions $80,000; 2024 aggregate earnings $572,465 |
| Hedging/Pledging policy | Hedging and pledging of company stock prohibited; any pledging exceptions require pre-approval by CCO |
| Stock ownership guidelines | Required for directors; measured as multiple of cash retainer; 5-year compliance window from becoming subject to guidelines |
| Dollar range of equity owned | Over $100,000 |
| Section 16(a) compliance | Directors and officers complied with reporting requirements in 2024 |
Governance Assessment
- Board effectiveness and independence: Lane is a long-tenured independent director (since 2015) and plays a central governance role as Chair of the Nominating & Corporate Governance Committee and member of the Compensation Committee. The Board reports strong process discipline (annual self-assessments, executive sessions) and independent oversight with a Lead Independent Director structure .
- Attendance and engagement: All incumbent directors met or exceeded the 75% attendance threshold in 2024; directors attended the 2024 Annual Meeting, indicating baseline engagement. Committees were active across Audit (4), Compensation (5+1 consent), and Nominating & Governance (4) meetings .
- Incentive alignment: Director pay is predominantly fixed cash retainers with a modest annual time-vested equity grant (~$30k), promoting alignment without encouraging risk-taking. Phantom stock unit deferrals further tie director wealth to shareholder outcomes, though phantom units confer no voting power .
- Potential conflicts/related-party exposure: The Board annually reviews transactions when assessing independence and determined no impairing relationships for Lane. Company-level related-party and co-investment structures are governed by formal policies and independent oversight; no Lane-specific related-party transactions were disclosed. No compensation committee interlocks reported in 2024 .
- Shareholder signals: Say-on-pay support of 87% at the 2024 meeting reflects generally favorable investor sentiment toward compensation governance; the Compensation Committee uses an independent adviser (Johnson Associates) and reports no tax gross-ups, no employment agreements, and a clawback policy in place—consistent with governance best practices for an internally managed BDC under 1940 Act constraints .
- RED FLAGS: None disclosed specific to Lane. Hedging/pledging is prohibited; stock ownership guidelines apply with a five-year compliance window. No Section 16(a) filing delinquencies; no committee interlocks; independence affirmed by the Board .