| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 15, 2023, Edward T. Gallivan, Jr. notified the Board that he is resigning from his position as Chief Financial Officer of FS Credit Real Estate Income Trust, Inc. (the “Company”), effective as of June 20, 2023. Mr. Gallivan’s resignation is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Gallivan remains employed at FS Investments and maintains other positions with FS Investments and its affiliates.
On June 22, 2023, the Board appointed Christopher Condelles as the Company’s Chief Financial Officer, effective as of June 20, 2023. Mr. Condelles’ appointment is not pursuant to any agreement or understanding with the Company or any other person. There is no family relationship between Mr. Condelles and any of the Company’s directors or other executive officers, and there are no related party transactions with regard to Mr. Condelles that are reportable under Item 404(a) of Regulation S-K. Mr. Condelles will not receive any direct compensation from the Company.
Set forth below is Mr. Condelles’ biographical information:
Christopher Condelles serves as Chief Operating Officer at FS Investments. In his role, Mr. Condelles works across the Executive Committee on strategic initiatives, including driving growth initiatives and creating operating leverage across the firm. He is directly responsible for overseeing capital markets, which executes and manages more than $25 billion in financings, business unit COOs, and Co-leading FS’ Bridge Street CLO platform. Prior to joining FS Investments, Mr. Condelles spent over 12 years at Credit Suisse, most recently as Head of U.S. Credit and Financing Solutions, where he managed an +$8 billion portfolio which included the firm’s Structured Credit Investing, Credit Repo, and Credit Asset Financing businesses within the Americas. He was also an Executive Committee member and Global Treasurer of Credit Suisse’s top ranked Global Credit Products division.
Mr. Condelles received a B.S. in Financial Economics from Binghamton University, an M.B.A. from The Wharton School of the University of Pennsylvania with a dual degree in Finance and Entrepreneurial Management and is a CFA charterholder. He is a board member of the National Alliance on Mental Illness in NYC, where he chairs the Finance Committee and is the Treasurer.
In connection with Mr. Condelles’ appointment as Chief Financial Officer, the Company entered into an indemnification agreement (the “Indemnification Agreement”) with Mr. Condelles (the “Indemnitee”). The Company previously entered into substantially identical indemnification agreements with its other directors and officers. The Indemnification Agreement provides that, subject to certain limitations set forth therein, the Company will indemnify the Indemnitee to the fullest extent permitted by Maryland law and the Company’s charter, for amounts incurred as a result of the Indemnitee’s service in his role as an officer or in other roles as the Company may require from time to time. The Indemnification Agreement further provides that, subject to the limitations set forth therein, the Company will advance all reasonable expenses to the Indemnitee in connection with proceedings covered by the Indemnification Agreement.
Subject to certain limitations set forth therein, the Indemnification Agreement places limitations on the indemnification of the Indemnitee to the extent the Indemnitee is found to have acted in bad faith or with active and deliberate dishonesty and such actions were material to the matter that caused the loss to the Company. The Indemnification Agreement also provides that, except for a proceeding brought by the Indemnitee and certain proceedings involving separate defenses, counterclaims or other conflicts of interest, the Company has the right to defend the Indemnitee in any proceeding which may give rise to indemnification under the Indemnification Agreement.
The foregoing summary description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the Indemnification Agreement. The Company has filed a Form of Indemnification Agreement with its Registration Statement on Form S-11, filed June 6, 2017.
