Dunia A. Shive
Main Street CapitalAbout Dunia A. Shive
Independent director of Main Street Capital Corporation since 2020, age 64. Former CEO/President of Belo Corp (2008–2013) and later SVP at TEGNA (retired 2017), with prior CFO and public accounting experience; the Board also determined she qualifies as an “Audit Committee financial expert.” Core credentials include extensive public company leadership, finance, and audit oversight experience, with current committee roles at MAIN on Compensation and Nominating & Corporate Governance (NCG). She is classified as independent under NYSE and 1940 Act standards and met attendance expectations in 2024 (≥75% of Board/committee meetings; attended the 2024 annual meeting).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Belo Corp. (NYSE: BLC) | Chief Executive Officer and President | 2008–2013 | Led TV-station media company through sale to Gannett; prior CFO and multiple leadership roles (joined 1993) |
| TEGNA Inc. (NYSE: TGNA; formerly Gannett) | Senior Vice President | 2013–2017 (retired 2017) | Senior leadership post-acquisition of Belo Corp. |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Kimberly-Clark (NYSE: KMB) | Director | Since May 2019 | Audit Committee Chair |
| Trinity Industries (NYSE: TRN) | Director | Since Mar 2014 | Audit Committee Chair; member, Corporate Governance & Directors Nominating; Finance & Risk |
| DallasNews Corporation (NYSE: DALN) | Director | Since Sep 2021 | Chair, Nominating & Corporate Governance; member, Compensation & Management Development |
| Dr Pepper Snapple (now KDP, NYSE: KDP) | Former Director | 2014–2018 | Director |
| Associated Press | Former Director | 2009–2015 | Audit Committee Chair (2011–2015) |
| Belo Corp. | Former Director | 2008–2013 | Director |
Board Governance (MAIN)
- Independence: The Board affirmatively determined Shive is independent; 5 of 7 directors are independent.
- Committee assignments (as of record date): Compensation Committee (member); Nominating & Corporate Governance Committee (member). She is not on Audit, but the Board determined she qualifies as an “Audit Committee financial expert.”
- Attendance and engagement: Board met 5 times in 2024; all incumbent directors attended ≥75% of Board and committee meetings and attended the 2024 annual meeting in person.
- Leadership and oversight context: Lead Independent Director presides over executive sessions; regular executive sessions of independent and non-management directors; annual Board/committee self-assessments; NCG oversees ESG strategy/reporting.
- Risk oversight: Audit oversees valuation, reporting, and cybersecurity; NCG oversees legal compliance, governance, director succession, and ESG; Compensation oversees succession and clawback policy.
- Policies reducing governance risk: Hedging and speculative trading prohibited; pledging prohibited except limited pre-approved circumstances; stock ownership guidelines apply to directors and officers; Clawback Policy adopted (NYSE/Rule 10D-1).
Fixed Compensation (Director Pay at MAIN – 2024)
| Component | Amount/Detail |
|---|---|
| Annual cash retainer | $200,000 |
| Committee fees | Compensation Committee member: $12,500; NCG Committee member: $10,000 |
| Total cash paid (2024) | $222,500 |
| Annual equity grant | 590 restricted shares (grant 5/6/2024); grant-date fair value $30,019; vests 100% on 5/5/2025, subject to continuous service |
| Director deferred comp participation | 2024 contribution $90,000; aggregate balance $951,087; 2024 aggregate earnings $289,360 |
Notes: Director pay at MAIN is primarily fixed (retainers and committee fees) with a small annual time-based equity grant under the Non-Employee Director Plan; no meeting fees absent exceptional circumstances.
Performance Compensation
- Non-employee director compensation at MAIN does not include performance-based metrics; annual equity is time-based and subject to service conditions (not performance vesting).
Other Directorships & Interlocks
- Current public boards: KMB (Audit Chair), TRN (Audit Chair; other committees), DALN (N&CG Chair; Compensation member). No disclosed conflicts or related-party transactions involving Shive; Board reviewed potential transactions and determined none impair independence.
- No Compensation Committee interlocks disclosed for 2024; all Compensation Committee members are independent.
Expertise & Qualifications
- Financial leadership (CEO/CFO) and public accounting experience; extensive public company board service. Determined by MAIN’s Board to qualify as an “Audit Committee financial expert.”
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (including phantom units) | 21,208 shares (includes 16,371 phantom stock units) |
| Unvested restricted shares (director plan) | 590 unvested shares outstanding at 12/31/2024 |
| Ownership as % of outstanding | ~0.024% (21,208 / 88,557,566 shares outstanding at record date) |
| Dollar range of equity owned (director disclosure) | Over $100,000 |
| Hedging/pledging | Hedging prohibited; pledging prohibited except limited pre-approved circumstances; no pledges disclosed for Shive in the proxy. |
| Stock ownership guidelines | Directors must meet minimum ownership levels (multiple of annual cash retainer) within five years; policy in Corporate Governance & Stock Ownership Guidelines. |
Governance Assessment
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Strengths
- Independent director with audit-finance depth; qualifies as audit committee financial expert, enhancing oversight quality.
- Active committee roles (Compensation; NCG) aligned with her skill set; also signs the Compensation Committee Report, indicating engagement in pay oversight.
- Solid engagement: met attendance expectations; Board maintains rigorous governance practices (executive sessions, self-assessments, ESG and cybersecurity oversight).
- Alignment: Annual equity grants and significant deferred compensation/phantom units increase “skin in the game”; hedging/pledging restrictions reduce misalignment risk.
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Potential risks/red flags
- Multiple external public boards can raise time-commitment concerns, but 2024 attendance thresholds were met and no independence impairments were found.
- No specific individual ownership-guideline compliance status disclosed; however, director ownership exceeds $100,000 and she holds phantom units; guidelines in place.
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Compensation and shareholder sentiment context
- Say-on-pay support in 2024 was 87%; as a Compensation Committee member, Shive is part of a team with shareholder-aligned outcomes.
- Compensation Committee is independent; no interlocks; engages an independent compensation consultant (Johnson Associates) for benchmarking.
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Related party/conflicts
- As a BDC, MAIN is subject to 1940 Act restrictions on affiliated transactions; Audit Committee reviews related-party matters; co-investment conflicts managed via SEC exemptive order with independent oversight. No Shive-specific related party transactions disclosed; Section 16(a) filings were compliant in 2024.
Overall signal: Strong governance profile with audit-finance expertise, independent status, active committee work, and ownership alignment. No disclosed conflicts or attendance issues; policies on hedging/pledging and stock ownership guidelines further support investor confidence.