DEF 14A of FS KKR Capital Corp
Filed Apr 26, 20240001193125-24-117990
PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES
PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES Pursuant to the bylaws of the Company, the number of directors on the Board may not be fewer than one, as required by the Maryland General Corporation Law, or greater than twelve. The Board is currently comprised of 11 directors, each of whom will hold office for the term to which he or she was elected and until his or her successor is duly elected and qualifies. The directors of the Company are divided into three classes, designated Class A, Class B and Class C. Each class of directors holds office for a three-year term. The current Class A directors hold office for a term expiring at the 2026 annual meeting. The current Class C directors hold office for a term expiring at the 2025 annual meeting. The current Class B directors hold office for a term expiring at the Annual Meeting. At the Annual Meeting, stockholders of the Company are being asked to consider the election of Brian R. Ford, Richard I. Goldstein, Osagie Imasogie and Daniel Pietrzak as Class B directors. Each of Messrs. Ford, Goldstein, Imasogie and Pietrzak have been nominated for re-election for a three-year term expiring at the 2027 annual meeting of the stockholders. Each director nominee has agreed to serve as a director if re-elected and has consented to being named as a nominee. No person being nominated as a director is being proposed for election pursuant to any agreement or understanding between such person and the Company. A stockholder can vote for, or withhold his or her vote from, any or all of the director nominees. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy FOR the election of each of the director nominees named above. If any of the director nominees should decline or be unable to serve as a director, the persons named as proxies will vote for such other nominee as may be proposed by the Board’s Nominating and Corporate Governance Committee. The Board has no reason to believe that any of the persons named as director nominees will be unable or unwilling to serve. If the stockholders of the Company do not affirmatively vote for a director nominee such that the director nominee does not receive the affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy, such director will continue to serve as a director until his or her successor is duly elected and qualifies.
Information about the Board and Director Nominees
Information about the Board and Director Nominees The role of the Board is to provide general oversight of the Company’s business affairs and to exercise all of the Company’s powers except those reserved for the stockholders. The responsibilities of the Board also include, among other things, the oversight of the Company’s investment activities, the quarterly valuation of the Company’s assets, oversight of the Company’s financing arrangements and corporate governance activities. A majority of the members of the Board are not “interested persons,” as defined in Section 2(a)(19) of the 1940 Act, of the Company or FS/KKR Advisor, LLC, the Company’s investment adviser (the “Advisor”), and are “independent” as required by Rule 303A.00 in the NYSE Listed Company Manual. These individuals are referred to as the Company’s “independent directors”. Section 2(a)(19) of the 1940 Act defines an “interested person” to include, among other things, any person who has, or within the last two years had, a material business or professional relationship with the Company. The members of the Board who are not independent directors are referred to as “interested directors”. The Board is currently comprised of 11 directors, nine of whom are independent directors. The Board has determined that the following directors are independent directors: Messrs. Ford, Goldstein, Hagan, Harrow, Hopkins, Kropp, Imasogie and Mses. Adams and Sandler. Based upon information requested from each director and director nominee concerning his or her background, employment and affiliations, the Board has affirmatively determined that none of the independent directors has, or within the last two years had, a material business or professional relationship with the Company, other than in his or her capacity as a member of the Board or any Board committee or as a stockholder. In considering each director and the composition of the Board as a whole, the Board seeks a diverse group of experiences, characteristics, attributes and skills, including diversity in gender, ethnicity and race that the Board believes enables a director to make a significant contribution to the Board, the Company and its stockholders. These experiences, characteristics, attributes and skills, which are more fully described below, include, but are not limited to, management experience, independence, financial expertise and experience serving as directors or trustees of other entities. The Board may also consider such other experiences, characteristics, attributes and skills as it deems appropriate, given the then-current needs of the Board and the Company. These experiences, characteristics, attributes and skills relate directly to the management and operations of the Company. Success in each of these categories is a key factor in the Company’s overall operational success and creating stockholder value. The Company believes that directors and director nominees who possess these experiences, characteristics, attributes and skills are better able to provide oversight of the Company’s management and the Company’s long-term and strategic objectives. Below is a description of the experience, characteristics, attributes and skills of each director that led the Board to conclude that each such person should serve as a director. The Board also considered the specific experience described in each director’s biographical information, as disclosed below. The following tables set forth certain information regarding the director nominees and the Company’s other independent directors and interested directors.
Information about the Board and Director Nominees
| Nominees for Class B Directors—New Term to Expire in 2027 | | | | | Name, Address, Age and Position(s) with Company(1) | Term of Office and Length of Time Served(2) | Principal Occupation(s) During Past Five Years | Other Public Directorships Held by Director During the Past Five Years† | | Brian R. Ford Age: 75 Independent Director | Class B Director; Term to expire in 2027; Director since 2018 | Brian R. Ford retired as a partner and CPA of Ernst & Young LLP, a multinational professional services firm, in July 2008, where he was employed since 1971. Mr. Ford currently serves on the board of Clearway Energy, Inc. and AmeriGas Propane, Inc. Mr. Ford was previously the chief executive officer of Washington Philadelphia Partners, LP, a real estate investment company, from July 2008 to April 2010. He also serves on the boards of Clearway Energy Inc., Bayada, a home healthcare nonprofit corporation, and Drexel University, respectively. Mr. Ford was also a member of the board of directors of FSKR until the Merger. Mr. Ford received his B.S. in Economics from Rutgers University. He is a Certified Public Accountant. Mr. Ford’s extensive financial accounting experience and service on the boards of public companies, in the opinion of the Board, provides him with experience and insight which is beneficial to the Company. | Clearway Energy, Inc.; AmeriGas Propane, Inc.; FS Energy Total Return Fund; FS Credit Income Fund; FS Multi-Alternative Income Fund; FS KKR Capital Corp. II (“FSKR”); KKR FS Income Trust (“K-FIT”); and KKR FS Income Trust Select (“K-FITS”) | | Richard I. Goldstein Age: 63 Independent Director | Class B Director; Term to expire in 2027; Director since 2018 | Richard I. Goldstein has served as chief operating officer of Radius Global Infrastructure Inc. (“Radius Global”) since 2020 and has previously served as a managing director of Liberty Associated Partners, LP (“LAP”) since 2000 and Associated Partners, LP (“AP”) since 2006, both investment funds that make private and public market investments in communications, media, Internet and energy companies. Prior to joining Radius Global, LAP and AP, Mr. Goldstein was vice president of The Associated Group, Inc. (“AGI”), a multi-billion dollar publicly traded owner and operator of communications-related businesses and assets. While at AGI, he assisted in establishing Teligent, Inc., of which he was a director, and was responsible for operating AGI’s cellular telephone operations. Mr. Goldstein is currently a member of the board of directors of Ubicquia LLC and has counseled many early stage companies. Mr. Goldstein was also a member of the board of directors of FSKR until the Merger. Mr. Goldstein received a Bachelor of Science in Business and Economics from Carnegie Mellon University and received training at the Massachusetts Institute of Technology in Management Information Systems. Mr. Goldstein has extensive experience as a senior executive and in negotiating investment transactions in a variety of industries. This experience has provided Mr. Goldstein, in the opinion of the Board, with experience and insight which is beneficial to the Company. | FS Specialty Lending Fund f/k/a FS Energy and Power Fund; FSKR; K-FIT; K-FITS |
Information about the Board and Director Nominees
| Nominees for Class B Directors—New Term to Expire in 2027 | | | | | Name, Address, Age and Position(s) with Company(1) | Term of Office and Length of Time Served(2) | Principal Occupation(s) During Past Five Years | Other Public Directorships Held by Director During the Past Five Years† | | Osagie Imasogie Age: 62 Independent Director | Class B Director; Term to expire in 2027; Director since 2019 | Osagie Imasogie has over 30 years of experience in the field of law, finance, business management, healthcare and the pharmaceutical industry. He is a co-founder and the senior managing partner of PIPV Capital, a private equity firm that is focused on the life sciences vertical. Prior to co-founding PIPV Capital, Mr. Imasogie conceptualized and established GlaxoSmithKline Ventures and was its founding vice president. Mr. Imasogie has held senior commercial and R&D positions within pharmaceutical companies such as GSK, SmithKline, DuPont Merck and Endo, where he was the founding general counsel and senior vice president for corporate development. Mr. Imasogie has also been a Price Waterhouse corporate finance partner as well as a practicing attorney with a leading US law firm. Mr. Imasogie is a serial entrepreneur and investor. He serves as chairman and founder of iLera Healthcare and was also the founder and chairman of Iroko Pharmaceuticals, Ception Therapeutics Inc. and Trigenesis Therapeutics Inc. In addition, he serves on the board of a number of financial institutions such as Haverford Trust and StoneRidge Investment and is the non-executive chairman of Quoin Capital. In addition, Mr. Imasogie is an advisor to Brown University. In 2023, Mr. Imasogie was appointed by President Biden as an inaugural member of the President’s Advisory Council on African Diaspora Engagement in the United States. Mr. Imasogie is a Trustee of the University of Pennsylvania and a member of the Board of Overseers of the University of Pennsylvania Law School, where he is an adjunct professor of Law. Mr. Imasogie also serves on the board of the Philadelphia Orchestra and the Philadelphia Museum of Art. Mr. Imasogie was also a member of the board of directors of FSKR until the Merger. Mr. Imasogie holds post-graduate degrees from the University of Pennsylvania Law School and the London School of Economics. Mr. Imasogie has served in a senior executive capacity at various companies, as well as a member of various boards. His extensive service at various companies has provided him, in the opinion of the Board, with insight which is beneficial to the Company. | FSKR; K-FIT; K-FITS |
Information about the Board and Director Nominees
| Nominees for Class B Directors—New Term to Expire in 2027 | | | | | Name, Address, Age and Position(s) with Company(1) | Term of Office and Length of Time Served(2) | Principal Occupation(s) During Past Five Years | Other Public Directorships Held by Director During the Past Five Years† | | Daniel Pietrzak Age: 49 Interested Director, Co-President, and Chief Investment Officer | Class B Director; Term to expire in 2027; Director since 2022 | Daniel Pietrzak has served as the Company’s Co-President since 2019 and as Chief Investment Officer of the Company since April 2018. He also serves as Co-President and Chief Investment Officer of K-FIT and K-FITS. Mr. Pietrzak also serves on the board of the Company, K-FIT and K-FITS. He previously served as the Co-President and Chief Investment officer of FS KKR Capital Corp. II until its merger with the Company in June 2021. Mr. Pietrzak joined KKR Credit in 2016 and is a Member of KKR Credit and Global Head of Private Credit. Mr. Pietrzak is a portfolio manager for KKR Credit’s private credit funds and portfolios and a member of the Global Private Credit Investment Committee, Europe Direct Lending Investment Committee and KKR Credit Portfolio Management Committee. Prior to joining KKR Credit, Mr. Pietrzak was a Managing Director and the Co-Head of Deutsche Bank’s Structured Finance business across the Americas and Europe. Previously, Mr. Pietrzak was based in New York and held various roles in the structured finance and credit businesses of Société Générale and CIBC World Markets. Mr. Pietrzak started his career at PricewaterhouseCoopers in New York and is a Certified Public Accountant. Mr. Pietrzak holds an M.B.A. in Finance from The Wharton School of the University of Pennsylvania and a B.S. in Accounting from Lehigh University | Toorak Capital Partners, LLC; Pepper Group Limited; Oodle Car Finance; K-FIT; K-FITS |
Information about the Board and Director Nominees
| DIRECTORS (other than Nominees for Class B Directors) | | | | | Name, Address, Age and Position(s) with Company(1) | Term of Office and Length of Time Served(2) | Principal Occupation(s) During Past Five Years | Other Public Directorships Held by Director During the Past Five Years† | | Michael J. Hagan Age: 61 Director and Lead Independent Director | Class A Director; Term expires in 2026; Director since 2011 | Michael J. Hagan is a co-founder of Hawk Capital Partners, a private equity firm, where he currently serves as managing partner, and has served in such capacity since December 2014. Prior to co-founding Hawk Capital Partners, Mr. Hagan served as the President of LifeShield, Inc. (“LifeShield”), from June 2013 to May 2014, a leading wireless home security company which was acquired by and became a division of DirecTV in 2013. He previously served as the chairman, president and chief executive officer of LifeShield from December 2009 to May 2013. Prior to his employment by LifeShield, Mr. Hagan served as chairman of NutriSystem, Inc. (“NutriSystem”), from 2002 to November 2008, as chief executive officer of NutriSystem from 2002 to May 2008 and as president of NutriSystem from July 2006 to September 2007. Prior to joining NutriSystem, Mr. Hagan was the co-founder of Verticalnet Inc. (“Verticalnet”), and held a number of executive positions at Verticalnet since its founding in 1995, including chairman of the board from 2002 to 2005, president and chief executive officer from 2001 to 2002, executive vice president and chief operating officer from 2000 to 2001 and senior vice president prior to that time. Mr. Hagan has served on the board of directors of NutriSystem since February 2012, presiding in the role of chairman of the board since April 2012. Mr. Hagan previously served as a director of NutriSystem from 2002 to November 2008, Verticalnet from 1995 to January 2008 and Actua Corporation (formerly known as ICG Group, Inc.) from June 2007 to February 2018. Mr. Hagan also served as a member of the board of trustees of American Financial Realty Trust from 2003 to June 2007. Mr. Hagan was also a member of the board of directors of FSKR until the Merger. Mr. Hagan holds a B.S. in Accounting from Saint Joseph’s University and was a Certified Public Accountant (inactive). Mr. Hagan has significant experience as an entrepreneur and senior executive at public and private organizations. Mr. Hagan also has extensive experience in corporate finance, private equity, financial reporting and accounting and controls. This experience has provided Mr. Hagan, in the opinion of the Board, with experience and insight which is beneficial to the Company. | Actua Corporation.; Nutrisystem, Inc.; FSKR; K-FIT; K-FITS |
Information about the Board and Director Nominees
| DIRECTORS (other than Nominees for Class B Directors) | | | | | Name, Address, Age and Position(s) with Company(1) | Term of Office and Length of Time Served(2) | Principal Occupation(s) During Past Five Years | Other Public Directorships Held by Director During the Past Five Years† | | Jeffrey K. Harrow Age: 67 Independent Director | Class A Director; Term expires in 2026; Director since 2010 | Jeffrey K. Harrow previously served as chairman of Sparks Marketing Group, Inc. (“Sparks”), a global brand agency, from 2001 to 2023. Prior to joining Sparks, Mr. Harrow served as president and chief executive officer of CMPExpress.com from 1999 to 2000. Mr. Harrow created the strategy that allowed CMPExpress.com to move from a Business-to-Consumer marketplace into the Business-to-Business sector. In 2000, Mr. Harrow successfully negotiated the sale of CMPExpress.com to Cyberian Outpost (NASDAQ ticker: COOL). From 1982 through 1998, Mr. Harrow was the president, chief executive officer and a director of Travel One, a national travel management company. Mr. Harrow was responsible for growing the company from a single office location to more than 100 offices in over 40 cities and to its rank as the 6th largest travel management company in the United States. Under his sales strategy, annual revenues grew from $8 million to just under $1 billion. During this time, Mr. Harrow purchased nine travel companies in strategic cities to complement Travel One’s organic growth. In 1998, Mr. Harrow and his partners sold Travel One to American Express. Mr. Harrow’s past directorships include service as a director of the Dean’s Board of Advisors of The George Washington University School of Business. Mr. Harrow was also a member of the board of directors of FSKR until the Merger. Mr. Harrow is a graduate of The George Washington University School of Government and Business Administration, where he received his B.B.A. in 1979. Mr. Harrow has served in a senior executive capacity at various companies, as well as a member of various boards. His extensive service at various companies has provided him, in the opinion of the Board, with experience and insight which is beneficial to the Company. | FSKR; K-FIT; K-FITS |
Information about the Board and Director Nominees
| DIRECTORS (other than Nominees for Class B Directors) | | | | | Name, Address, Age and Position(s) with Company(1) | Term of Office and Length of Time Served(2) | Principal Occupation(s) During Past Five Years | Other Public Directorships Held by Director During the Past Five Years† | | James H. Kropp Age: 75 Independent Director | Class A Director; Term expires in 2026; Director since 2018 | James H. Kropp served as an independent director of Corporate Capital Trust, Inc. (“CCT”), from 2011 until the merger of the Company and CCT in 2018, and as an independent trustee for Corporate Capital Trust II (“CCT II”) from 2015 until its merger with FSKR in 2019. Mr. Kropp previously served as chief investment officer of SLKW Investments LLC, successor to i3 Funds, LLC, a position he held since 2009 until his retirement in 2019 and was chief financial officer of Microproperties LLC from 2012 to 2019. From 1998 to 2021, Mr. Kropp was a director and member of the Nominating/Corporate Governance committee of PS Business Parks, Inc., a public real estate investment trust whose shares are listed on the NYSE. Mr. Kropp became an independent trustee of NYSE-listed American Homes 4 Rent since its founding in November 2012. He served as chairman of its audit committee from November 2012 to May 2023, and currently serves on its Nominating and Governance Committee since May 2023. Mr. Kropp became lead independent director of KKR Real Estate Select Trust at its founding in 2021.Mr. Kropp was also a member of the board of directors of FSKR until the Merger. Mr. Kropp received a B.B.A. Finance from St. Francis College and completed the MBA/CPA preparation program from New York University. Mr. Kropp has, in the past, been licensed to serve in a variety of supervisory positions (including financial, options and compliance principal) by the National Association of Securities Dealers. He is a member of the American Institute of CPAs and a Board Leadership Fellow for the National Association of Corporate Directors. The Board believes Mr. Kropp’s direct experience with investments as a portfolio manager and registered investment adviser, together with his accounting, auditing and finance experience, is valuable to the Company. | American Homes 4 Rent; PS Business Parks, Inc.; FSKR; KKR Real Estate Select Trust; K-FIT; K-FITS | | Elizabeth J. Sandler Age: 53 Independent Director | Class A Director; Term expires in 2026; Director since 2019 | Elizabeth Sandler is the founder and has served as the chief executive officer of Echo Juliette, a consultant and adviser on workplace investments spanning executive coaching, employee productivity and physical space, since January 2019. Prior to founding Echo Juliette, Ms. Sandler served as managing director of The Blackstone Group and Chief Operating Officer of its Blackstone Real Estate Debt Strategies business from September 2016 to August 2018. Prior to joining The Blackstone Group, she worked at Deutsche Bank from November 2000 to August 2016, including serving at different times as a managing director and global chief operating officer of the Risk Division, Structure Finance business and Commercial Real Estate business, among other roles. Prior to joining Deutsche Bank, she worked at a number of companies in the financial services industry. Ms. Sandler was also a member of the board of directors of FSKR until the Merger. Ms. Sandler received a B.A. from Duke University and an M.B.A. from The Wharton School of the University of Pennsylvania. Ms. Sandler’s extensive experience in the financial services industry has provided Ms. Sandler, in the opinion of the Board, with experience and insight which is beneficial to the Company. | FSKR; K-FIT; K-FITS |
Information about the Board and Director Nominees
| DIRECTORS (other than Nominees for Class B Directors) | | | | | Name, Address, Age and Position(s) with Company(1) | Term of Office and Length of Time Served(2) | Principal Occupation(s) During Past Five Years | Other Public Directorships Held by Director During the Past Five Years† | | Barbara Adams Age: 72 Independent Director | Class C Director; Term expires in 2025; Director since 2018 | Barbara Adams served as the executive vice president—legal affairs and general counsel of the Philadelphia Housing Authority from August 2011 to April 2016, and as a trustee of each of the Philadelphia Housing Authority Retirement Income Trust and the Philadelphia Housing Authority Defined Contribution Pension Plan from November 2011 to April 2016. She served as the general counsel of the Commonwealth of Pennsylvania (the “Commonwealth”), from 2005 until January 2011. As general counsel to the Commonwealth, Ms. Adams led a staff of more than 500 lawyers in representing then Pennsylvania Governor Edward G. Rendell and more than 30 executive and independent agencies and commissions in litigation, transactions, regulatory, legislative and criminal justice matters. Prior to her appointment as general counsel to the Commonwealth, Ms. Adams was a partner at the law firm of Duane Morris LLP in Philadelphia, focusing her practice on taxable and tax-exempt public finance, affordable housing development matters, state and local government law, energy law and campaign finance law. Ms. Adams currently serves on the board of directors of the Federal Home Loan Bank of Pittsburgh, providing oversight of management and a member of its audit committee and a member and Vice-Chair of its affordable housing, products and services committee. Ms. Adams is a charter member of the Forum on Affordable Housing and Community Development Law of the American Bar Association, a former member of the National Association of Bond Lawyers, a member of the Pennsylvania Association of Bond Lawyers and of the American, Pennsylvania and Philadelphia Bar Associations. She also currently serves as an executive committee member and co-vice chair of the board of directors of the Committee of Seventy. Ms. Adams is a past member of the board and secretary of Philadelphia Neighborhood Enterprise, a nonprofit corporation affiliated with The Enterprise Foundation, a past member of the board and treasurer of the Reading Terminal Market, and a past member of the respective boards of the Pennsylvania Association of Bond Lawyers, the Philadelphia Association of Community Development Corporations and the People’s Emergency Center in Philadelphia. Ms. Adams has served on a number of other charitable and public organizations, including a term as commissioner of the Philadelphia Gas Commission, as an advisory board member on the Homeless Advocacy Project of the Philadelphia Bar Association, as a commissioner and secretary of the Independent Charter Commission of the City of Philadelphia and as an advisory board member of The Nuclear World Project. Ms. Adams previously served on the housing policy committees of the respective transition teams of both then Pennsylvania Governor-elect Edward G. Rendell (served as Co-Chair) and then Pennsylvania Governor-elect Tom Wolf. Ms. Adams was also a member of the board of directors of FSKR until the “Merger. Ms. Adams is a graduate of Temple University School of Law and a graduate of Smith College. The Board believes that Ms. Adams’ extensive service in the private and public sectors provides her with experience that would be beneficial to the Company. | FSKR; K-FIT; K-FITS |
Information about the Board and Director Nominees
| DIRECTORS (other than Nominees for Class B Directors) | | | | | Name, Address, Age and Position(s) with Company(1) | Term of Office and Length of Time Served(2) | Principal Occupation(s) During Past Five Years | Other Public Directorships Held by Director During the Past Five Years† | | Jerel A. Hopkins Age: 52 Independent Director | Class C Director; Term expires in 2025; Director since 2018 | Mr. Hopkins serves as General Counsel and Corporate Secretary of Hershey Trust Company since 2023. Prior, Mr. Hopkins served as a managing director and associate general counsel of Delaware Management Holdings, Inc., a diversified asset management firm and an affiliate of Macquarie, since November 2004. Prior to joining Delaware Management Holdings, Inc., Mr. Hopkins served as an attorney in the corporate and securities department of the law firm Klehr Harrison from January 2000 to November 2004. Mr. Hopkins served as counsel in the division of enforcement and litigation of the Pennsylvania Securities Commission from August 1997 to December 1999 and as lead counsel of the internet fraud unit from January 1999 to December 1999. In addition, Mr. Hopkins served as special counsel on behalf of the Pennsylvania Securities Commission to the North American Securities Administrators Association, Inc. from January 1999 to December 1999. Mr. Hopkins has also served on the board of trustees of the Philadelphia College of Osteopathic Medicine since February 2012. Mr. Hopkins was also a member of the board of directors of FSKR until the Merger. Mr. Hopkins received his B.S. from the Wharton School of the University of Pennsylvania and his J.D. from Villanova University School of Law. Mr. Hopkins has significant experience in corporate and securities law matters and has served as a member of a number of boards. This experience has provided Mr. Hopkins, in the opinion of the Board, with experience and insight which is beneficial to the Company. | FSKR; K-FIT; K-FITS | | Michael C. Forman(3) Age: 63 Interested Director, Chairman of the Board and Chief Executive Officer | Class C Director; Term expires in 2025; Director since 2007 | Michael C. Forman is chairman and chief executive officer of Franklin Square Holdings, LP “(FS Investments”) and has been leading the company since its founding in 2007. He has served as the chairman and chief executive officer of the Advisor since its inception. Mr. Forman also previously served as chairman, president and/or chief executive officer of FSKR until the Merger. He currently serves as chairman, president and/or chief executive officer of other funds sponsored by FS Investments and its affiliates. Prior to founding FS Investments, Mr. Forman founded a private equity and real estate investment firm. He started his career as an attorney in the Corporate and Securities Department at the Philadelphia based law firm of Klehr Harrison Harvey Branzburg LLP (“Klehr Harrison”). In addition to his career as an attorney and investor, Mr. Forman has been an active entrepreneur and has founded several companies, including companies engaged in the gaming, specialty finance and asset management industries. Mr. Forman is a member of a number of civic and charitable boards, including the Philadelphia Equity Alliance, Drexel University and the Philadelphia Center City District Foundation. Mr. Forman received his B.A., summa cum laude, from the University of Rhode Island, where he was elected Phi Beta Kappa, and received his J.D. from Rutgers University. Mr. Forman has extensive experience in corporate and securities law and has founded and served in a leadership role of various companies, including the Advisor. The Board believes Mr. Forman’s experience and his positions as the Company’s and the Advisor’s chief executive officer make him a significant asset to the Company. | FS Specialty Lending Fund f/k/a FS Energy and Power Fund; FS Credit Opportunities Corp. f/k/a FS Global Credit Opportunities Fund; FS Credit Real Estate Income Trust; FS Credit Income Fund; FS Energy Total Return Fund; FS Series Trust; FS Multi- Alternative Income Fund; FSKR; K-FIT; K-FITS |
Information about the Board and Director Nominees
| ‡ Includes directorships held in (1) any investment company registered under the 1940 Act, (2) any company with a class of securities registered pursuant to Section 12 of the Exchange Act and (3) any company subject to the requirements of Section 15(d) of the Exchange Act, in each case, other than with respect to the Company. |
Information about the Board and Director Nominees
| (1) The address for each director is c/o FS KKR Capital Corp., 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112. |
Information about the Board and Director Nominees
| (2) Directors serve until the expiration of their respective term and until his or her successor is duly elected and qualifies. |
Information about the Board and Director Nominees
| (3) “Interested person” of the Company as defined in Section 2(a)(19) of the 1940 Act. Mr. Forman is an “interested person” because of his affiliation with the Advisor. |
Information about Executive Officers Who Are Not Directors
Information about Executive Officers Who Are Not Directors The following table sets forth certain information regarding the executive officers of the Company who are not directors of the Company. Each executive officer holds his office until his successor is chosen and qualified, or until his earlier resignation or removal.
Information about Executive Officers Who Are Not Directors
| Name, Address and Age(1) | Position(s) with Company | Length of Time Served | Principal Occupation(s) During Past Five Years | | Brian Gerson Age: 57 | Co-President | Since 2019 | Brian Gerson has served as the Co-President of the Company since October 2019 and also previously served as the Co-President of FSKR until the Merger. Mr. Gerson has also served as the Co-President of K-FIT and K-FITS since each entity’s inception. He joined FS Investments in November 2017 as its Head of Private Credit and has more than 20 years of experience in investing and corporation lending, with specific expertise in lending through BDCs. Mr. Gerson has served on the Advisor’s investment committee since April 2018. Prior to joining FS Investments, he most recently served as Group Head and Managing Director at LStar Capital (“LStar”), the credit affiliate of Lone Star Funds, from April 2015 to November 2017. At LStar, Mr. Gerson developed and maintained deep relationships with the financial sponsor community and middle market intermediaries while significantly expanding LStar’s corporate credit business. Prior to joining LStar, Mr. Gerson was a founding member of Solar Capital Partners, which serves as investment adviser to two yield-oriented BDCs. At Solar Capital, he spent seven years from January 2007 to September 2014 in various credit, origination, management, and business development roles, most recently serving as Executive Vice President of Solar Capital Limited. Prior to joining Solar Capital, Mr. Gerson spent 12 years in various positions, including Managing Director at CIBC World Markets in its Leveraged Finance and Financial Sponsors Group. Mr. Gerson graduated summa cum laude and Phi Beta Kappa from Tufts University where he earned a Bachelor of Arts in Mathematics. |
Information about Executive Officers Who Are Not Directors
| Name, Address and Age(1) | Position(s) with Company | Length of Time Served | Principal Occupation(s) During Past Five Years | | Steven Lilly Age: 54 | Chief Financial Officer | Since 2019 | Steven Lilly has served as the Chief Financial Officer of the Company since November 2019 and also previously served as chief financial officer of FSKR until the Merger. Mr. Lilly has also served as the Chief Financial Officer of K-FIT and K-FITS since each entity’s inception. He joined FS Investments in October 2019 as a Managing Director. Mr. Lilly has a wealth of experience in the BDC space and most recently served as Chief Financial Officer and Secretary of Triangle Capital Corporation (“Triangle”), and as a member of its Board of Directors from 2006 and as its Chief Compliance Officer from 2007, prior to Triangle’s sale to Benefit Street Partners and Barings, LLC in 2018. From 2005 to 2006, Mr. Lilly served as Chief Financial Officer of Triangle Capital Partners, LLC. At Triangle, he built the company’s financial and operating infrastructure, oversaw listings on the Nasdaq and NYSE in 2007 and 2010, respectively, and led all corporate M&A and strategic processes. Prior to joining Triangle, Mr. Lilly spent seven years as Senior Vice President of Finance & Treasurer at SpectraSite Communications, a publicly traded wireless tower company, which was sold to American Tower Corporation in 2005. He began his career in the media and communications capital markets group at First Union, now part of Wells Fargo. Mr. Lilly earned a B.A. in History from Davidson College and completed the Executive Education Program at University of North Carolina at Chapel Hill. He currently serves or previously has served on the board of trustees of UNC/Rex Healthcare, Episcopal High School, Saint Mary’s School, and Historic Oakwood Cemetery in Raleigh, NC. He is also a Director at America First Multifamily Investors, LP, a publicly traded mortgage real estate investment trust, where he serves as Chairman of the Audit Committee. | | Stephen S. Sypherd Age: 47 | General Counsel Secretary | Since 2013 Since 2022 | Stephen S. Sypherd has served as General Counsel of the Company since April 2018 and Secretary since October 2022. He previously served as the Company’s Secretary and Vice President from 2013 to February 2022. Mr. Sypherd has also served as General Counsel and Secretary of K-FIT and K-FITS since each entity’s inception. Mr. Sypherd also previously served as the General Counsel and Secretary of FSKR until the Merger and he continues to serve as Secretary, General Counsel, Vice President and/or Treasurer of other funds sponsored by FS Investments. Mr. Sypherd has also served in various senior officer capacities for FS Investments and its affiliated investment advisers, including as senior vice president from December 2011 to August 2014, general counsel since January 2013 and managing director since August 2014. He is responsible for legal and compliance matters across all entities and investment products of FS Investments. Prior to joining FS Investments, Mr. Sypherd served for eight years as an attorney at Skadden, Arps, Slate, Meagher & Flom LLP, where he practiced corporate and securities law. Mr. Sypherd received his B.A. in Economics from Villanova University and his J.D. from the Georgetown University Law Center, where he was an executive editor of the Georgetown Law Journal. He serves on the board of trustees of the University of the Arts where he is also the chairman of the audit committee (and on the executive and governance committees of that board). |
Information about Executive Officers Who Are Not Directors
| Name, Address and Age(1) | Position(s) with Company | Length of Time Served | Principal Occupation(s) During Past Five Years | | William Goebel Age: 49 | Chief Accounting Officer | Since 2011 | William Goebel has served as the Chief Accounting Officer of the Company since October 2019. Mr. Goebel has also served as the Chief Accounting Officer of K-FIT and K-FITS since each entity’s inception. Previously, Mr. Goebel served as the Company’s treasurer from April 2018 to June 2020 and the Company’s chief financial officer from July 2011 to September 2014 and from September 2016 to October 2019. Mr. Goebel also previously served as chief accounting officer of FSKR until the Merger and he continues to serve as chief financial officer of other funds sponsored by FS Investments. Mr. Goebel is also a Managing Director of FS Investments. Prior to joining FS Investments, Mr. Goebel held a senior manager audit position with Ernst & Young LLP in the firm’s asset management practice from 2003 to January 2011, where he was responsible for the audits of regulated investment companies, private investment partnerships, investment advisers and broker-dealers. Mr. Goebel began his career at a regional public accounting firm, Tait, Weller and Baker LLP in 1997. Mr. Goebel received a B.S. in Economics from the Wharton School of the University of Pennsylvania in 1997. He is a Certified Public Accountant and holds the CFA Institute’s Chartered Financial Analyst designation. | | James F. Volk Age: 61 | Chief Compliance Officer | Since 2015 | James F. Volk has served as the Chief Compliance Officer of the Company since April 2015. Mr. Volk has also served as the Chief Compliance Officer of K-FIT and K-FITS since each entity’s inception. Mr. Volk also previously served as the chief compliance officer of FSKR until the Merger and he continues to serve as chief compliance officer of other funds sponsored by FS Investments. He is responsible for all compliance and regulatory issues affecting the Company and the foregoing companies. Before joining FS Investments and its affiliated investment advisers in October 2014, Mr. Volk was the chief compliance officer, chief accounting officer and head of traditional fund operations at SEI Investment Company’s Investment Manager Services market unit. Mr. Volk was also formerly the assistant chief accountant at the SEC’s Division of Investment Management and a senior manager for PricewaterhouseCoopers. Mr. Volk graduated from the University of Delaware with a B.S. in Accounting. |
Information about Executive Officers Who Are Not Directors
| (1) The address for each officer is c/o FS KKR Capital Corp., 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112. |
Director Compensation
Director Compensation The Company does not pay compensation to its directors who also serve in an executive officer capacity for the Company or the Advisor. The Company’s directors who do not also serve in an executive officer capacity for the Company or the Advisor are entitled to receive annual cash retainer fees and annual fees for serving as a committee chairperson. These directors are Mses. Adams and Sandler and Messrs. Ford, Goldstein, Hagan, Harrow, Hopkins, Kropp and Imasogie. Mr. Hagan also receives an annual retainer for his service as lead independent director. Mses. Adams and Sandler and Messrs. Goldstein, Hopkins and Imasogie also receive an annual retainer for their service on the valuation committee. Amounts payable under these fee arrangements for the Company are determined and paid quarterly in arrears as set forth below.
Director Compensation
| | Amount | | Annual Board Retainer | $200,000 | | Annual Lead Independent Director Retainer | $30,000 | | Annual Committee Chair Retainers(1) | | | Audit Committee | $25,000 | | Valuation Committee | $25,000 | | Nominating and Corporate Governance Committee | $15,000 | | Annual Valuation Committee Member Retainer(2) | $10,000 |
Director Compensation
| (1) The Company does not pay compensation to the Compensation Committee Chairman. |
Director Compensation
| (2) The Company does not pay this compensation to the Valuation Committee Chairman. |
Director Compensation
The Company will also reimburse each of the above directors for all reasonable and authorized business expenses in accordance with its policies as in effect from time to time, including reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each in-person Board meeting and each in-person Board committee meeting not held concurrently with a Board meeting. The table below sets forth the compensation received by each current director from (i) the Company and (ii) all of the companies in the Fund Complex, consisting of the Company, K-FIT and K-FITS in the aggregate, in each case, for service during the fiscal year ended December 31, 2023. “Fund Complex” means the Company, K-FIT and K-FITS, together. The Company’s directors do not receive any retirement benefits from the Company.
Director Compensation
| Name of Director | Fees Earned or Paid in Cash by the Company | Total Compensation from the Company | Total Compensation from the Fund Complex | | Michael C. Forman | — | — | — | | Daniel Pietrzak | — | — | — | | Barbara Adams | $210,000 | $210,000 | $210,000 | | Brian R. Ford | $225,000 | $225,000 | $225,000 | | Richard Goldstein | $210,000 | $210,000 | $210,000 | | Michael J. Hagan | $230,000 | $230,000 | $230,000 | | Jeffrey K. Harrow | $215,000 | $215,000 | $215,000 | | Jerel A. Hopkins | $210,000 | $210,000 | $210,000 | | James H. Kropp | $225,000 | $225,000 | $225,000 | | Osagie Imasogie | $210,000 | $210,000 | $210,000 | | Elizabeth Sandler | $210,000 | $210,000 | $210,000 |
“FOR” EACH OF THE DIRECTOR NOMINEES
“FOR” EACH OF THE DIRECTOR NOMINEES
Board Approval
| • | possible long-term benefits to the Company’s stockholders; and |