| | | Common Shares Beneficially Owned as of October | | |||||||||
Name and Address of Beneficial Owner(1) | | | Number of Common Shares | | | Percentage(2) | | ||||||
Interested Trustees: | | | | | | | | | | | | | |
Michael C. Forman(3) | | | | | | | | | | * | | | |
R. Blair Thomas | | | | | — | | | | | | * | | |
Independent Trustees: | | | | | | | | | | | | | |
Sidney R. Brown(4) | | | | | 64,870.090 | | | | | | * | | |
Gregory P. Chandler(5) | | | | | | | | | | | | ||
Richard I. Goldstein | | | | | 43,992.788 | | | | | | * | ||
| | ||||||||||||
Charles P. Pizzi | | | | | 22,003.792 | | | | | | * | | |
Pedro A. Ramos | | | | | — | | | | | | * | | |
Executive Officers: | | | | | | | | | | | | | |
Eric Long | | | | | — | | | | | | * | | |
James R. Beach | | | | | 2,114.739 | | | | | | | | |
David S. Weiser | | | | | — | | | | | | | | |
Edward T. Gallivan, Jr | | | | | 5,171.140 | | | | | | * | | |
Stephen S. Sypherd(6) | | | | | 7,920.475 | | | | | | * | | |
James F. Volk | | | | | | | | | | * | | | |
All Executive Officers and Trustees as a group | | | | | | | | | | * | | |
Name of Trustee | | | Dollar Range of Equity Securities Beneficially Owned in the Company(1)(2) | |
Interested Trustees: | | | | |
Michael C. Forman | | | Over $100,000 | |
R. Blair Thomas | | | — | |
Independent Trustees: | | | | |
Sidney R. Brown | | | Over $100,000 | |
Gregory P. Chandler | | | Over $100,000 | |
Richard I. Goldstein | | | Over $100,000 | |
Charles P. Pizzi | | | $50,001 - $100,000 | |
Pedro A. Ramos | | | — | |
| | INDEPENDENT TRUSTEE NOMINEES | | | ||||||||||||||||
| | 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 | | | | Number of Companies in Fund Complex Overseen by Trustee | | | | Other Public Directorships Held by Trustee During the Past Five Years† | | |
| | Sidney R. Brown Age: Trustee | | | | Since 2011 | | | | Mr. Brown has served as the chief executive officer of NFI, Inc. (“NFI”), a premier integrated supply chain solutions company, since the late 1990s. NFI, founded in 1932 as National Hauling, has evolved from a trucking company in a regulated environment into one of the largest privately-held third-party logistics companies in the United States. NFI in North America now consists of logistics, warehousing and distribution, transportation, intermodal, real estate, transportation brokerage, contract packaging, solar, global freight forwarding and NFI Canada. From 1990 to 2017, Mr. Brown served in various capacities with Sun National Bank, including chairman and interim chief executive officer. In addition, Mr. Brown is a general partner of various real estate companies having extensive holdings with an emphasis on development and management of commercial and industrial real estate. He began his career working for Morgan Stanley in New York City as a financial analyst in the corporate finance department of the investment bank. Mr. Brown has served as a Mr. Brown has served as a member of various boards for publicly-traded companies. In addition, his service as chief executive officer of NFI has provided him, in the opinion of the Board, with experience and insight which is beneficial to the Company. | | | | One | | | | Sun National Bank;J&J Snack Foods Corp.; Cooper Health System | | |
| | INDEPENDENT TRUSTEE NOMINEES | | | ||||||||||||||||
| | 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 | | | | Number of Companies in Fund Complex Overseen by Trustee | | | | Other Public Directorships Held by Trustee During the Past Five Years† | | |
| | Gregory P. Chandler Age: Trustee | | | | Since 2010 | | | | Mr. Chandler has been chief financial officer of Herspiegel Consulting LLC (“Herspiegel”), a leading pharmaceutical and biotech consulting firm since December 2020. Prior to Herspiegel, Mr. Chandler acted as chief financial officer of Avocado Systems Inc., a cybersecurity provider, from December 2019 to November 2020, and chief financial officer of Emtec, Inc. (“Emtec”), a global information technology services provider, from May 2009 to April 2020. Mr. Chandler Mr. Chandler also presently serves as director and chairman of the audit committee of the RBB Funds Mr. Chandler began his career as an officer in the United States Army. After business school he spent four years with PricewaterhouseCoopers LLP (“PwC”), and its predecessor, Coopers and Lybrand, where he assisted companies in the “Office of the CFO Practice” and also worked as a certified public accountant. During his tenure at PwC he spent the majority of his time in the investment company practice. He was also an Investment Banker for 10 years leading the Business and IT services practice at Janney Montgomery Scott LLC prior to his CFO positions. Mr. Chandler | | | | One | | | | Emtec, Inc.; RBB Funds; Penn Capital Funds Trust overseeing forty portfolios; Wilmington Funds overseeing ten portfolios; FS KKR Capital | | |
| | INDEPENDENT TRUSTEE NOMINEES | | | ||||||||||||||||
| | 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 | | | | Number of Companies in Fund Complex Overseen by Trustee | | | | Other Public Directorships Held by Trustee During the Past Five Years† | | |
| | |||||||||||||||||||
Richard I. Goldstein Age: Trustee and Lead Independent Trustee | | | | Trustee since 2011 Lead Independent Trustee since March 2015 | | | | Mr. Goldstein has served as the Company’s lead independent trustee since March 2015. Mr. Goldstein also serves as a member of the board of directors of FS KKR Capital Corp. | ||||||||||||
Mr. Goldstein has extensive experience as a senior executive and in negotiating investment transactions in a variety of industries, including in the energy industry. This experience has provided Mr. Goldstein, in the opinion of the Board, with experience and insight which is beneficial to the Company. | | | | | | | | |
| | INDEPENDENT TRUSTEE NOMINEES | | | ||||||||||||||||
| | 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 | | | | Number of Companies in Fund Complex Overseen by Trustee | | | | Other Public Directorships Held by Trustee During the Past Five Years† | | |
| |
Charles P. Pizzi Age: Trustee | | | | Since 2012 | | | | Mr. Pizzi is the retired president, director and chief executive officer of Tasty Baking Company, manufacturer of Tastykake branded snack cakes. He served in these positions from 2002 to May 2011. Prior to leading Tasty Baking Company, Mr. Pizzi served as president and chief executive officer of the Greater Philadelphia Chamber of Commerce, vice-chairman of the American Chamber of Commerce Executives and chairman of the Metro Council of Presidents. His career also includes work with the transition teams for the former Pennsylvania Governor Tom Ridge and the former Philadelphia Mayor Ed Rendell. Mr. Pizzi has also served as commerce director for the City of Philadelphia. He has been a trustee of Brandywine Realty Trust since 1996, serving on the audit committee and as a chair of the compensation committee, the chairman of the board of directors of Independence Health Group (“IHG”) where he has been a member since 1991, trustee of Pennsylvania Real Estate Investment Trust since May 2013 and a director of Drexel University since 1991. Since 2020, Mr. Pizzi is also a trustee of Mistras Group Inc., a multinational provider of integrated technology-enabled asset protection solutions, and he recently joined AmeriHealth Caritas, a subsidiary of IHG and a provider of Medicaid service. Mr. Pizzi was a director of the Federal Reserve Bank of Philadelphia from 2006 to December 2011, serving as chairman from January 2010 to December 2011. He also previously served as a director of the Philadelphia Stock Exchange from 1998 until it was acquired by NASDAQ in July 2008, on the board of governors of NASDAQ OMX PHLX, Inc. from August 2008 to March 2009 and as a director of Allied Security Holdings LLC from 2011 to 2016. Mr. Pizzi holds a bachelor’s degree from LaSalle University and a master’s degree from the University of Pennsylvania. Mr. Pizzi has significant experience as an executive and director at various companies and governmental organizations. This experience has provided Mr. Pizzi, in the opinion of the Board, with experience and insight which is beneficial to the Company. | | | | One | | | | Brandywine Realty Trust; FS Global Credit Opportunities Fund; PHH Corporation; Pennsylvania Real Estate Investment Trust; Mistras Group, Inc.; AmeriHealth Caritas | | |
| | INDEPENDENT TRUSTEE NOMINEES | | | ||||||||||||||||
| | 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 | | | | Number of Companies in Fund Complex Overseen by Trustee | | | | Other Public Directorships Held by Trustee During the Past Five Years† | | |
| | Pedro Ramos Age: Trustee | | | | Since 2011 | | | | Pedro A. Ramos has served as the president and chief executive officer of The Philadelphia Foundation, or TPF, since August 2015, a charitable foundation that builds, manages and distributes philanthropic resources to improve lives in the greater Philadelphia region. Prior to joining TPF, he was a partner with the law firm of Schnader, Harrison, Segal & Lewis LLP (“Schnader”) where he advised clients in the business, nonprofit and government sectors, focusing on transactions, financings, compliance, risk management and investigations. From June 2009 until the firm’s attorneys joined Schnader in August 2013, Mr. Ramos was a partner with the law firm of Trujillo, Rodriguez & Richards, LLC and led the firm’s government, education and social sector practice. From June 2007 to June 2009, Mr. Ramos was a partner with the law firm of Blank Rome LLP in its employment, benefits and labor group and its government relations practice. Mr. Ramos previously served as Managing Director of the City of Philadelphia from April 2005 to June 2007 and as City Solicitor from March 2004 to April 2005. Before working for the City of Philadelphia, Mr. Ramos served as vice president and chief of staff to the president of the University of Pennsylvania from January 2002 to March 2004. From September 1992 to January 2002, Mr. Ramos served as an Mr. | | | | One | | | | AmeriGas Propane, Inc.; FS KKR Capital Corp. (formerly FS Investment Corporation); Independence Health Group, Inc. | | |
| | INDEPENDENT TRUSTEE NOMINEES | | | ||||||||||||||||
| | 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 | | | | Number of Companies in Fund Complex Overseen by Trustee | | | | Other Public Directorships Held by Trustee During the Past Five Years† | | |
| | Michael C. Forman Age: 61 Chairman of the Board and Chief Executive Officer | | | | Since 2010 | | | | Michael C. Forman is chairman and chief executive officer of Franklin Square Holdings, LP (“FS Investments”) and has been leading FS Investments since its founding in 2007. Mr. Forman has served as the Company’s chairman and chief executive officer since its inception in September 2010 and as the chairman and chief executive officer of the Company’s former investment adviser, FS Investment Advisor, LLC, since its inception in September 2010. He has also served as the chairman and chief executive officer of the Advisor since its inception. Mr. Forman also currently serves as chairman, president and/or chief executive officer of certain of the other funds sponsored by FS Investments and its affiliates. Mr. Forman has served as a member of the board of directors of FS KKR Capital Corp. (“FSK”) since 2007, FS Credit Opportunities Corp. since 2013, FS Series Trust since 2017, FS Credit Income Fund since 2016 and FS Credit Real Estate Income Trust, Inc. since 2017. In 2005, Mr. Forman co-founded FB Capital Partners, L.P., an investment firm that previously invested in private equity, senior and mezzanine debt and real estate, and has served as managing general partner since inception. Prior to co-founding FB Capital Partners, L.P., Mr. Forman spent nearly 20 years as an attorney in the Corporate and Securities Department at the Philadelphia based law firm of Klehr, Harrison, Harvey, Branzburg & Ellers LLP, where he was a partner from 1991 until leaving the firm to focus exclusively on investments. 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 serves as a member of the board of directors of a number of private companies. He is also a member of several civic and charitable boards, including the Barnes Foundation (Corporate Leadership Board member), Children’s Hospital of Philadelphia (corporate council member), Drexel University and the Center City District Foundation. He is a founding member of the Philadelphia Equity Alliance. Mr. Forman serves as co-chair of the capital campaign of the Philadelphia School. 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. | | | | One | | | | FS KKR Capital Corp; FS Credit Opportunities Corp.; FS Credit Real Estate Income Trust; FS Credit Income Fund; FS Energy Total Return Fund; FS Series Trust; FS Multi- Alternative Income Fund | | |
| | INDEPENDENT TRUSTEE NOMINEES | | | ||||||||||||||||
| | 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 | | | | Number of Companies in Fund Complex Overseen by Trustee | | | | Other Public Directorships Held by Trustee During the Past Five Years† | | |
| | | | | | | | | | Mr. | ||||||||||
| | | | | | |
| | |||||||||||||||||||
| | |||||||||||||||||||
Robert Blair Thomas, Age: 60 Trustee | | | | Since 2019 | | | | Mr. Thomas has significant experience as an executive, director and advisor at various organizations. In addition, Mr. Thomas has significant legal and investment management experience. This experience has provided Mr. Thomas, in the opinion of the Board, with experience and insight which is beneficial to the Company. | | | | One | | | | | |
| | Name, Address, Age and Position(s) with Company(1) | | | | Length of Time Served | | | | Principal Occupation(s) During Past Five Years | | |
| | Eric Long Age: President | | | | Since 2019 | | | | | |
| | Name, Address, Age and Position(s) with Company(1) | | | | Length of Time Served | | | | Principal Occupation(s) During Past Five Years | | |
| | David S. Weiser Age: Chief Investment Officer | | | | Since 2021 | | | | David Weiser has served as the Company’s chief investment officer since March 2021. Mr. Weiser | | |
| | Edward T. Gallivan, Jr. Age: Chief Financial Officer | | | | Since 2012 | | | | | | |
| | James R. Beach Age: Chief Operating Officer | | | | Since 2020 | | | | James Beach has served as the Company’s chief operating officer since June 2020. Mr. Beach is also a | | |
| | Name, Address, Age and Position(s) with Company(1) | | | | Length of Time Served | | | | Principal Occupation(s) During Past Five Years | | |
| | Stephen S. Sypherd Age: General Counsel | | | | Since 2013 | | | | | | |
| | James F. Volk Age: Chief Compliance Officer | | | | Since 2015 | | | | | |
Fee | | Amount | | | Amount | | ||||||||
Annual Board Retainer | | | $ | 100,000 | | | | | $ | 100,000 | | | ||
Board Meeting Fees | | | $ | 2,500 | | | | | $ | 2,500 | | | ||
Annual Committee Chair Retainers: | | | | | | | | | | | | | ||
Audit and Valuation Committees | | | $ | 20,000 | | | | | $ | 20,000 | | | ||
Nominating and Governance Committee | | | $ | 15,000 | | | ||||||||
Nominating and Corporate Governance Committee | | | $ | 15,000 | | | ||||||||
Other Committees | | | $ | 10,000 | | | | | $ | 10,000 | | | ||
Committee Meeting Fees | | | $ | 1,000 | | | | | $ | 1,000 | | | ||
Annual Lead Independent Trustee Retainer | | | $ | 25,000 | | | | | $ | 25,000 | | |
| Name of Trustee | | Fees Earned or Paid in Cash by the Company | | Total Compensation from the Company | | Name of Trustee | | Fees Earned or Paid in Cash by the Company | | Total Compensation from the Company | | ||||||||||||||||
| Sidney R. Brown | | | $ | 112,500 | | | | $ | 112,500 | | | Sidney R. Brown | | | $ | 111,000 | | | | $ | 111,000 | | | ||||
| Stephen T. Burdumy(1) | | | $ | 39,167 | | | | $ | 39,167 | | | Gregory P. Chandler | | | $ | 140,500 | | | | $ | 140,500 | | | ||||
| Gregory P. Chandler | | | $ | 139,000 | | | | $ | 139,000 | | | Michael C. Forman | | | | — | | | | | — | | | ||||
| Michael C. Forman | | | | — | | | | | — | | | Richard I. Goldstein | | | $ | 161,500 | | | | $ | 161,500 | | | ||||
| Richard I. Goldstein | | | $ | 159,000 | | | | $ | 159,000 | | | Kathleen A. McGinty(1) | | | $ | 113,500 | | | | $ | 113,500 | | | ||||
| Kathleen A. McGinty(2) | | | $ | 89,167 | | | | $ | 89,167 | | | Charles P. Pizzi | | | $ | 131,500 | | | | $ | 131,500 | | | ||||
| Charles P. Pizzi | | | $ | 131,000 | | | | $ | 131,000 | | | Pedro A. Ramos | | | $ | 120,500 | | | | $ | 120,500 | | | ||||
| Pedro A. Ramos | | | $ | 119,000 | | | | $ | 119,000 | | | R. Blair Thomas | | | | — | | | | | — | | | ||||
| R. Blair Thomas | | | | — | | | | | — | | |
| Related Party | | Source Agreement | | Description | | Six Months Ended June 30, 2021 | | Six Months Ended June 30, 2020 | | Year Ended December 31, 2020 | | Year Ended December 31, 2019 | | Related Party | | Source Agreement | | Description | | Six Months Ended June 30, 2022 | | Six Months Ended June 30, 2021 | | Year Ended December 31, 2021 | | Year Ended December 31, 2020 | | ||||||||||||||||||||||||||||||||||||
| FS Advisor and FS/EIG Advisor | | FSIA Investment Advisory and Administrative Services Agreement and FS/EIG Investment Advisory and Administrative Services Agreement | | Base Management Fee(1) | | | $ | 20,605 | | | | $ | 27,543 | | | | $ | 48,323 | | | | $ | 62,534 | | | FS/EIG Advisor | | FS/EIG Investment Advisory and Administrative Services Agreement | | Base Management Fee(1) | | | $ | 19,613 | | | | $ | 20,605 | | | | $ | 40,122 | | | | $ | 48,323 | | | ||||||||||||
| FS Advisor and FS/EIG Advisor | | FSIA Investment Advisory and Administrative Services Agreement and FS/EIG Investment Advisory and Administrative Services Agreement | | Administrative Services Expenses(2) | | | $ | 3,023 | | | | $ | 2,309 | | | | $ | 6,579 | | | | $ | 4,760 | | | FS/EIG Advisor | | FS/EIG Investment Advisory and Administrative Services Agreement | | Administrative Services Expenses(2) | | | $ | 2,910 | | | | $ | 3,023 | | | | $ | 5,713 | | | | $ | 6,579 | | |
| Fiscal Year | | Audit Fees | | Audit-Related Fees(1) | | Tax Fees | | All Other Fees(2) | | Fiscal Year | | Audit Fees | | Audit-Related Fees(1) | | Tax Fees | | All Other Fees(2) | | ||||||||
| 2020 | | $465,551 | | — | | — | | — | | 2021 | | $457,091 | | — | | — | | — | | ||||||||
| 2019 | | $450,625 | | — | | — | | — | | 2020 | | $465,551 | | — | | — | | — | |
INVESTMENT ADVISER AND ADMINISTRATOR | | | SUB-ADMINISTRATOR | |
FS/EIG Advisor, LLC 201 Rouse Boulevard Philadelphia, PA 19112 | | | State Street Bank and Trust Company One Lincoln Street Mailstop SUM 0703 Boston, MA 02111 | |