Stephen B. Solcher
Main Street CapitalAbout Stephen B. Solcher
Independent director of Main Street Capital Corporation (MAIN). Age 64; director since 2015. Former Senior VP of Finance & Business Operations and CFO of BMC Software; earlier roles include Treasurer/VP Finance at BMC and certified public accountant at Arthur Andersen. Recognized by Institutional Investor (All America Executive Team 2010, 2012) and Houston Business Journal 2012 Best CFO — Large Public Company; serves on the development board of Texas A&M’s Mays Business School. The Board designates him an Audit Committee financial expert and affirms his independence under NYSE and the 1940 Act.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BMC Software, Inc. | SVP Finance & Business Operations and CFO | Aug 2005–Oct 2020 | Led numerous M&A; instrumental in BMC’s 2013 take-private; oversaw growth from ~$130M revenue to ~$2.2B by 2013 |
| BMC Software, Inc. | Executive Advisor | Oct 2020–Oct 2021 | Senior advisory role post-CFO |
| Arthur Andersen | Certified Public Accountant | Not disclosed | Prior employer before joining BMC |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mays Business School, Texas A&M University | Development Board Member | Not disclosed | Development board service |
| Various nonprofit organizations | Board roles (unspecified) | Not disclosed | Service on numerous nonprofit boards (not itemized) |
Board Governance
- Independence: Independent director (not an “interested person”) under NYSE and Section 2(a)(19) of the 1940 Act. The Board determined no transactions impair independence.
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee; not a member of Nominating & Corporate Governance. Designated Audit Committee financial expert.
- Attendance/engagement: In 2024, the Board met 5 times and acted by unanimous written consent 28 times; all incumbent directors attended ≥75% of Board/committee meetings and attended the 2024 Annual Meeting.
- Lead Independent Director: John E. Jackson (presides over executive sessions).
- Executive sessions and evaluation: Regular executive sessions of independent and non-management directors; annual Board and committee self-assessments.
Fixed Compensation (Director)
| Item | Detail |
|---|---|
| Fees earned in cash (2024) | $242,500 |
| Equity grant (2024) | 590 restricted shares granted May 6, 2024; grant-date fair value $30,019; vests 100% on May 5, 2025 (continuous service required) |
| Standard retainers and committee fees (structure) | Annual director retainer $200,000; Compensation Committee Chair +$25,000; Audit Committee member +$17,500; no meeting fees absent exceptional volume |
| Director equity program | Each non-employee director receives stock equal to $30,000 at start of one-year term; subject to forfeiture if service ends before term end |
| Deferred compensation | Participates in Deferred Compensation Plan; 2024 director contributions $80,000; aggregate balance $2,100,187 at Dec 31, 2024; 2024 aggregate earnings $659,555 |
Performance Compensation (Director)
| Component | Status | Notes |
|---|---|---|
| Performance-based cash/bonus | Not disclosed for directors | Director pay is retainer- and chair/member-fee based; no meeting fees typically |
| Equity performance metrics | None (time-based vesting) | 2024 grant vests 100% at 2025 Annual Meeting; no performance conditions |
| Options/SARs | None disclosed | No options reported for directors in 2024 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (outside MAIN) | None disclosed in proxy biography |
| Prior public company boards | Not disclosed |
| Compensation Committee interlocks | None in FY 2024 per company disclosure |
Expertise & Qualifications
- Financial expertise: Former large-cap CFO; designated Audit Committee financial expert.
- M&A/Capital markets: Led numerous M&A and BMC’s transition to private ownership.
- Industry knowledge: Deep IT/software, accounting, and finance acumen.
- Governance: Long-serving independent director; chairs Compensation Committee.
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (shares) | 46,466 shares beneficially owned; includes 36,149 phantom stock units under the Deferred Compensation Plan (no voting/investment power on phantom units) |
| Ownership as % of outstanding | Less than 1% |
| Dollar range of equity owned | Over $100,000 (based on $59.02/share as of record date) |
| Unvested director restricted shares | 590 unvested shares outstanding at Dec 31, 2024 (2024 grant) |
| Stock ownership guidelines | Directors must meet minimum ownership levels (multiple of annual cash retainer) within five years; applies to non-employee directors |
| Hedging/pledging policy | Hedging and pledging prohibited (pledging only with limited pre-approval by CCO) |
Related-Party Exposure and Conflicts
- Independence determination: Board reviewed relevant transactions and found no impact on Solcher’s independence.
- Co-investment conflicts (firm-level): MAIN has SEC exemptive relief to co-invest with affiliates; allocation policies and oversight by independent directors mitigate potential incentives to allocate to other funds with performance fees.
- Section 16(a) compliance: Company reports directors/officers complied with ownership reporting requirements in 2024.
- Insider trading/hedging: Comprehensive policy prohibits hedging/short-term/speculative trading; pledging restricted absent pre-approval.
Director Compensation Mix and Signals
- Mix: 2024 pay comprised primarily of cash retainers (base and committee roles) plus a fixed-value annual restricted stock grant ($30,019). The cash amount aligns with his Compensation Chair and Audit member roles (structure sums to $242,500 cash).
- Equity alignment: Annual stock grant vests on continued service through the next Annual Meeting, aligning tenure with shareholder interests; no performance risk in director equity.
- Deferred compensation: Meaningful deferrals and large phantom stock unit balance indicate long-term alignment and tax-efficient pay management; phantom units track MAIN stock performance but carry no voting rights.
Governance Assessment
- Strengths: Independent status; Audit Committee financial expert; chairs Compensation Committee; strong attendance; restrictive hedging/pledging policy; stock ownership guidelines; robust clawback for executive incentive comp; regular executive sessions and annual evaluations.
- Shareholder signals: Say-on-pay support at 87% in 2024, suggesting broad investor comfort with compensation governance.
- Potential risks/red flags: Director equity is time-based (no performance metrics), which reduces at-risk alignment for directors; firm-level co-investment structure requires ongoing oversight to manage allocation conflicts. No Solcher-specific related-party transactions or pledging disclosed.
Bottom line: Solcher brings seasoned CFO rigor and M&A depth, serves as Compensation Chair and Audit financial expert, and is considered independent with strong engagement. Compensation and ownership practices show alignment without evident personal conflicts; ongoing monitoring is appropriate around firm-level co-investment allocations and maintenance of independent oversight.