J. Kevin Griffin
Main Street CapitalAbout J. Kevin Griffin
Independent director since 2011; age 53. Current Senior Vice President of Finance at UPMC (joined January 2024) after senior roles at MaineHealth (Chief Strategy Officer, 2022–2024) and Novant Health (SVP FP&A, 2012–2022), and a prior investment banking career (Lazard, JPMorgan, Bank of America). Audit Committee Chair and designated “audit committee financial expert”; classified independent under NYSE and 1940 Act; board met five times in 2024 and all incumbent directors met attendance expectations and attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UPMC | Senior Vice President of Finance | Jan 2024–present | Finance leadership at ~$30B revenue, integrated provider/insurer; 40+ hospitals, 800 clinical locations; ~4.2M insured lives |
| MaineHealth | Chief Strategy Officer | 2022–2024 | Strategic leadership for major regional health system |
| Novant Health | SVP, Financial Planning & Analysis | 2012–2022 | Led FP&A; healthcare finance expertise |
| Lazard; JPMorgan; Bank of America; boutique firms | Investment banker | Not disclosed | Executed and originated M&A and corporate finance transactions; middle-market expertise |
External Roles
| Organization | Role | Scope/Notes |
|---|---|---|
| UPMC | Senior VP Finance | Integrated healthcare system (~$30B revenue; provider and insurer; 40+ hospitals; ~4.2M insured lives) |
Board Governance
- Independence: Affirmatively determined independent under NYSE and 1940 Act .
- Committees: Audit (Chair); Nominating & Corporate Governance (member); not on Compensation .
- Expertise: Designated audit committee financial expert .
- Attendance: Board met 5 times in 2024; all incumbent directors attended at least 75% of Board/committee meetings; all directors attended 2024 annual meeting in person .
- Leadership: Lead Independent Director is John E. Jackson; regular executive sessions of independent directors .
- Risk/Sustainability oversight: ESG oversight by Nominating & Corporate Governance Committee; cybersecurity oversight by Audit Committee .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual cash retainer | $190,000 | $200,000 | Standard non-employee director retainer |
| Lead Independent Director retainer | $42,500 (not applicable to Griffin) | $45,000 (not applicable to Griffin) | Only applies if Lead Independent Director |
| Audit Committee chair fee | $32,500 | $37,500 | Griffin is Audit Chair |
| Nominating & Corporate Governance member fee | $7,500 | $10,000 | Griffin is member |
| Compensation Committee member fee | $10,000 | $12,500 | Not applicable (Griffin not a member) |
| Total cash paid to Griffin | $230,000 | $247,500 | Reflects committee roles |
| Annual equity grant (restricted stock) | 740 shares; $29,992 grant-date FV (May 1, 2023) | 590 shares; $30,019 grant-date FV (May 6, 2024) | Granted under Non-Employee Director Plan |
| Vesting schedule (2024 grant) | — | 100% on May 5, 2025 (end of term) | Continuous service through vest date required |
| Deferred Compensation Plan – Griffin | Contributions: $80,000; YE balance: $1,777,212; 2023 earnings: $373,399 | Contributions: $90,000; YE balance: $2,682,905; 2024 earnings: $815,693 | Phantom stock units available |
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based director pay | None disclosed; director equity awards are fixed-value restricted stock with time-based vesting; no options reported for directors |
| Vesting metrics | Time-based vesting only for director grants (one-year term) |
| Clawback and hedging | Company has clawback policy; directors generally prohibited from hedging or pledging company stock except limited pre-approved cases |
Other Directorships & Interlocks
| Company/Organization | Role | Committees | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in biography |
Expertise & Qualifications
- Finance and valuation expertise; extensive healthcare finance leadership and middle-market M&A background .
- Audit Committee financial expert designation .
- Independent status; service on governance committee (ESG oversight) .
Equity Ownership
| Metric | 2024 | 2025 | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 62,266 (includes 38,235 phantom stock units) | 68,245 (includes 43,317 phantom stock units) | Less than 1% of outstanding shares both years |
| Dollar range of beneficial ownership | Over $100,000 | Over $100,000 | Based on NYSE price at record date |
| Unvested director restricted shares outstanding | 740 unvested as of 12/31/2023 | 590 unvested as of 12/31/2024 | 2024 grant vests May 5, 2025 |
| Ownership guidelines | Directors must meet minimum ownership as multiple of annual cash retainer within 5 years | Directors must meet minimum ownership as multiple of annual cash retainer within 5 years | Company policy; individual compliance status not disclosed |
| Hedging/Pledging | Prohibited except limited pre-approved pledging; hedging banned | Prohibited except limited pre-approved pledging; hedging banned | Insider Trading Policy |
Say-on-Pay & Shareholder Feedback
- 2025 say-on-pay results: For 22,276,327; Against 2,299,290; Abstentions 810,244; Broker non-votes 32,163,140 .
- Prior year context: 2024 proxy reported 87% approval of 2023 NEO compensation on votes cast .
Director Election Support (2025)
| Category | Votes |
|---|---|
| For | 24,034,243 |
| Against | 1,098,044 |
| Abstentions | 253,587 |
| Broker non-votes | 32,163,127 |
Related Party Transactions & Conflicts
- Independence affirmed after review of portfolio investments/transactions; Board determined no transaction impaired independence .
- Broader platform conflicts: Company’s wholly owned adviser earns fees from externally managed clients (MSC Income; Private Loan Funds); co-investment exemptive order includes allocation policies overseen by independent directors; Audit Committee monitors related party transactions .
- Deferred Compensation Plan includes phantom Main Street units and affiliated fund investments; amounts and governance disclosed .
Compensation Structure Analysis
| Component | 2023 | 2024 | Direction |
|---|---|---|---|
| Director annual cash retainer | $190,000 | $200,000 | Increase |
| Audit Chair fee | $32,500 | $37,500 | Increase |
| Nominating & Corp Gov member fee | $7,500 | $10,000 | Increase |
| Equity grant (grant-date FV) | $29,992 | $30,019 | Stable (~$30k) |
Implications: Cash components rose year-over-year, while equity remained fixed at ~$30k in stock, keeping director pay skewed to cash with time-based equity; Griffin’s total director fees rose to $247,500 in 2024, plus $30,019 restricted stock, reinforcing alignment via equity while maintaining audit chair premium .
Governance Assessment
- Strengths: Independent director; Audit Chair with financial expert designation; strong shareholder support in 2025 election; Board-level restrictions on hedging/pledging and active clawback policy; robust attendance .
- Alignment: Beneficial ownership over $100,000 and participation in Deferred Compensation Plan (including phantom stock units) align interests; director equity grants vest over service term .
- Conflicts/Red Flags: No related party transactions tied to Griffin disclosed; Board determined independence unaffected; no pledging/hedging disclosed; no performance-based director pay that could encourage short-termism .
- Shareholder sentiment: Say-on-pay support is robust historically (87% approval on votes cast reported in 2024 proxy) with 2025 raw counts also favorable, contributing to governance stability .