UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM _________ TO ________
COMMISSION FILE NUMBER:
(Exact name of registrant as specified in its charter)
|
|
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Registrant’s telephone number, including area code: (
FS Energy and Power Fund
(Former name)
Securities registered pursuant to Section 12(b) of the Act:
None
Title of each class |
| Trading |
| Name on each exchange |
N/A | N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act:
$0.001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
There is
There were
Documents Incorporated by Reference
None.
Auditor Name |
| Auditor location |
| Auditor Firm ID |
(PCAOB ID |
Explanatory Note
FS Specialty Lending Fund (the “Company”), which may also be referred to as “we,” “us” or “our,” is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form 10-K for the Company’s fiscal year ended December 31, 2024, as originally filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2025 (the “Original Report”). The purpose of this Amendment is to include Part III information, which was to be incorporated by reference by this Amendment in reliance on General Instruction G(3) to Form 10-K. This Amendment also updates, amends and supplements Part IV, Item 15 of the Form 10-K to include the filing of new Exhibits 31.1 and 31.2, certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the cover page has been updated and amended.
The Amendment does not affect any other items in the Original Report, including the Company’s financial statements and the notes to the financial statements. Except as otherwise indicated, the Amendment speaks as of the date of the Original Report and reflects only the changes discussed above. Accordingly, this Amendment should be read in conjunction with the Original Report.
FS SPECIALTY LENDING FUND
FORM 10-K/A FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2024
TABLE OF CONTENTS
1 | |||
1 | |||
5 | |||
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. | 7 | ||
Certain Relationships and Related Transactions, and Trustee Independence. | 8 | ||
8 | |||
12 | |||
12 | |||
12 | |||
13 | |||
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PART III
Item 10. | Trustees, Executive Officers and Corporate Governance. |
Board of Trustees
The role of the Company’s board of trustees (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 shareholders. The responsibilities of the Board also include, among other things, the oversight of the Company’s investment activities, oversight of the quarterly valuation of the Company’s assets by FS/EIG Advisor, LLC (“FS/EIG Advisor”), the Company’s valuation designee, oversight of the Company’s financing arrangements and corporate governance activities.
The Board is currently comprised of six trustees, five of whom are not “interested persons,” as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) of the Company or FS/EIG Advisor, the Company’s investment adviser, and are “independent” as defined by Rule 5605(a)(2) of The Nasdaq Stock Market LLC. These individuals are referred to as the Company’s independent trustees (the “Independent Trustees”). 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 Trustees are referred to as interested trustees (the “Interested Trustees”).
Trustees
Information regarding the Board is set forth below. We have divided the trustees into two groups - Interested Trustees and Independent Trustees. The address for each trustee is c/o FS Specialty Lending Fund, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.
NAME |
| AGE |
| TRUSTEE SINCE |
| EXPIRATION OF TERM |
Interested Trustees(1) |
|
|
|
|
|
|
Michael C. Forman |
| 64 |
| 2010 |
| 2026 |
Independent Trustees |
|
|
|
|
|
|
Sidney R. Brown |
| 68 |
| 2011 |
| 2026 |
Gregory P. Chandler |
| 58 |
| 2010 |
| 2026 |
Richard I. Goldstein |
| 64 |
| 2011 |
| 2026 |
Charles P. Pizzi |
| 74 |
| 2012 |
| 2026 |
Pedro A. Ramos |
| 60 |
| 2018 |
| 2026 |
| (1) | “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 FS/EIG Advisor. |
Interested Trustees
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 FS/EIG 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. Mr. Forman has served as a member of the boards of trustees of KKR FS Income Trust since 2022, and KKR FS Income Trust Select since 2023. 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
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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, the Center City District Foundation and Cobbs Creek Foundation (board member). He is a founding member of the Philadelphia Equity Alliance. Mr. Forman received his B.A., summa cum laude, from the University of Rhode Island, where he was elected to 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 FS/EIG Advisor. The Board believes Mr. Forman’s experience and his positions as the Company’s and FS/EIG Advisor’s Chief Executive Officer make him a significant asset to the Company.
Independent Trustees
Sidney R. 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 trustee of J & J Snack Foods Corp. since 2004, and currently serves on the board of trustees of Cooper Health System. Mr. Brown also served as a director of Sun National Bank from 1990 to 2016, and as chairman from 2013 to 2016. Mr. Brown received a B.S.B.A. in Finance from Georgetown University and an M.B.A. from Harvard University.
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.
Gregory P. Chandler has been Chief Financial Officer of HC Parent Corp. (dba: 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 Emtec, Inc. (“Emtec”), a global information technology services provider, from May 2009 to April 2020. Mr. Chandler was a member of Emtec’s board of directors from 2005 to 2019, where he served as chairman of the audit committee from 2005 through 2009. He was a member of the board of directors of FSK from April 2008 through December 2018, and served as chairman of its audit committee and as a member of its valuation committee. Mr. Chandler also presently serves as director and chairman of the audit committee of the RBB Funds and the Wilmington Funds. Mr. Chandler’s degrees include a B.S. in Engineering from the United States Military Academy at West Point and an M.B.A. from Harvard Business School. He is also a Certified Public Accountant (inactive). 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 has extensive experience in valuations and in negotiating debt, equity and mergers and acquisitions transactions in a variety of industries with both public and private companies. In addition, Mr. Chandler has experience managing the audits of mutual funds, hedge funds and venture capital funds. This experience has provided Mr. Chandler, in the opinion of the Board, with experience and insight which is beneficial to the Company.
Richard I. 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 FSK and has served in such role since April 2015. Mr. Goldstein also serves as a member of the board of trustees of KKR FS Income Trust and KKR FS Income Trust Select and has served in such roles since October 2022 and May 2023 respectively. He currently acts as Chief Operating Officer of Radius Global Infrastructure Inc. since 2020 and also served as a managing trustee of Liberty Associated Partners, LP (“LAP”), since 2000 and Associated Partners, LP, or AP, since 2006, both investment funds that make private and public market investments in communications, media, internet and energy companies. Prior to
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joining 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 trustee, and was responsible for operating AGI’s cellular telephone operations. Mr. Goldstein has also served as a director of Ubicquia since 2017. He also served as a member of the board of trustees of The Shipley School from 2009 through 2014 and has counseled many early stage companies. Mr. Goldstein received a B.S. 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, 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.
Charles P. 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. Mr. Pizzi has also been a Trustee Emeritus at Drexel University since 2023. Since 2020, Mr. Pizzi is also a trustee of Mistras Group Inc., a multinational provider of integrated technology-enabled asset protection solutions. He has also served as chairman of AmeriHealth Caritas, a subsidiary of IHG and a provider of Medicaid service, since February 2023. 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.
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 associate and partner with the law firm of Ballard Spahr Andrews & Ingersoll, LLP in its employee benefits group. From November 2011 to October 2013, Mr. Ramos served as the chairman of the School Reform Commission, which oversees the School District of Philadelphia. Mr. Ramos served on the Board of the School District of Philadelphia from December 1995 through December 2001, with his last two years as president of that board.
Mr. Ramos has served as a director of Independence Health Group, Inc. since 2015 and prior to mergers served as a director of AmeriGas Propane, Inc (NYSE:APU) from September 2015 to August 2019 and trustee of FS Investment Corporation (NYSE: FSIC) from September 2013 to December 2018. A civic leader, Mr. Ramos has served as director of the Greater Philadelphia Chamber of Commerce since October 2016 and on its executive committee from October 2017 to October 2023. An Eisenhower Fellow since 2000, he was elected to be a trustee and member of the executive committee of the Eisenhower Exchange Fellowships in 2022. Mr. Ramos has also served as a Trustee of Temple University since October 2024.
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Mr. Ramos’ extensive service in the private and public sectors has provided him, in the opinion of the Board, with experience and insight which is beneficial to the Company.
Executive Officers
The following persons currently serve as our executive officers in the following capacities:
NAME |
| AGE |
| POSITIONS HELD |
Michael C. Forman |
| 64 |
| Chief Executive Officer |
David Weiser |
| 44 |
| Chief Investment Officer |
Edward T. Gallivan, Jr. |
| 63 |
| Chief Financial Officer and Treasurer |
James Beach |
| 38 |
| Chief Operating Officer |
Stephen S. Sypherd |
| 48 |
| General Counsel |
James F. Volk |
| 62 |
| Chief Compliance Officer |
The address for each executive officer is c/o FS Specialty Lending Fund, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112. Each executive officer holds his office until his successor is chosen and qualified, or until his earlier resignation or removal.
Executive Officers Who are Not Trustees
David Weiser has served as the Company’s Chief Investment Officer since March 2021. Mr. Weiser is also a managing director in the investment management group of FS Investments, which he joined in 2015. Before joining FS Investments and its affiliated investment advisers, Mr. Weiser served as a research analyst at Towerview LLC, a long-biased public equities fund, from January 2007 to July 2015, where he originated and executed investments in companies involved in mergers, restructurings and deep value situations. Prior to that role, Mr. Weiser was an associate at Golub Capital from May 2005 to January 2007, where he executed middle market debt and equity investments. Mr. Weiser earned a Bachelor of Science in economics (magna cum laude) from the Wharton School at the University of Pennsylvania.
Edward T. Gallivan, Jr. has served as the Company’s Chief Financial Officer and Treasurer since November 2012. Mr. Gallivan also serves as the Chief Financial Officer of certain of the other funds sponsored by FS Investments. Prior to his appointment as Chief Financial Officer, Mr. Gallivan was director of financial reporting at BlackRock and assistant treasurer of mutual funds at State Street Research & Management. Mr. Gallivan began his career as an auditor at the global accounting firm PwC where he practiced as a certified public accountant. Mr. Gallivan received his B.S. in Business Administration (Accounting) degree at Stonehill College.
James Beach has served as the Company’s Chief Operating Officer since June 2020. Mr. Beach is also a managing director of FS Investments, which he joined in 2010. He is one of the persons responsible for fund administration and portfolio management, including forecasting, and management reporting. Prior to joining FS Investments, Mr. Beach was an investment banking analyst at Ewing Bemiss & Co. Mr. Beach received his B.A. in Economics from the University of Richmond and a general course certificate from the London School of Economics. Mr. Beach holds the CFA Institute’s Chartered Financial Analyst designation.
Stephen S. Sypherd serves as the Company’s General Counsel. Mr. Sypherd also currently serves as the General Counsel, Vice President, Treasurer and/or Secretary of certain of the 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, chairs the audit committee of that board and also serves on its executive and governance committees.
James F. Volk has served as the Company’s Chief Compliance Officer since April 2015. Mr. Volk also serves as the Chief Compliance Officer of the other registered 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’s
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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 PwC. Mr. Volk graduated from the University of Delaware with a B.S. in Accounting and is currently an inactive Certified Public Accountant.
Code of Business Conduct and Ethics
The Company has adopted a code of business conduct and ethics (as amended and restated, the “Code of Business Conduct and Ethics”) pursuant to Rule 17j-1 promulgated under the 1940 Act, which applies to, among others, its officers, including its Chief Executive Officer and Chief Financial Officer, as well as the members of the Board. The Company’s Code of Business Conduct and Ethics can be accessed on the Corporate Governance portion of the Company’s website at https://fsinvestments.com/investments/fssl-corporate-governance/. In addition, the Code of Business Conduct and Ethics is available on the EDGAR Database on the SEC’s Internet site at www.sec.gov. Shareholders may also obtain a copy of the Code of Business Conduct and Ethics, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov. The Company intends to disclose any amendments to or waivers of required provisions of the Code of Business Conduct and Ethics on Form 8-K, as required by the Exchange Act and the rules and regulations promulgated thereunder.
Audit Committee
The Board has established an Audit Committee that operates pursuant to a charter and consists of three members, including a Chairman of the Audit Committee. The Audit Committee members are Messrs. Chandler (Chairman), Pizzi and Ramos, each an Independent Trustee. The Board has determined that Mr. Chandler is an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of Regulation S-K promulgated under the Exchange Act. The primary function of the Audit Committee is to oversee the integrity of the Company’s accounting policies, financial reporting process and system of internal controls regarding finance and accounting policies and to oversee issues related to cybersecurity impacting the Company. The Audit Committee is responsible for selecting, engaging and discharging the Company’s independent accountants, reviewing the plans, scope and results of the audit engagement with the Company’s independent accountants, approving professional services provided by the Company’s independent accountants (including compensation therefor) and reviewing the independence of the Company’s independent accountants. The Audit Committee charter can be accessed on the Corporate Governance portion of Company’s website at https://fsinvestments.com/investments/fssl-corporate-governance/.
Item 11. | Executive Compensation. |
Compensation Discussion and Analysis
The Company’s executive officers do not receive any direct compensation from the Company. The Company does not currently have any employees and does not expect to have any employees. As an externally managed business development company (“BDC”), services necessary for the Company’s business are provided by individuals who are employees of FS/EIG Advisor or its affiliates or by individuals who were contracted by the Company, FS/EIG Advisor or their respective affiliates to work on behalf of the Company, pursuant to the terms of the investment advisory and administrative services agreement between the Company and FS/EIG Advisor, dated April 9, 2018, as amended (the “Investment Advisory and Administrative Services Agreement”). Each of the Company’s executive officers is an employee of FS/EIG Advisor or its affiliates or an outside contractor, and the day-to-day investment operations and administration of the Company’s portfolio are managed by FS/EIG Advisor. In addition, the Company reimburses FS/EIG Advisor for expenses necessary to perform services related to the Company’s administration and operations, including FS/EIG Advisor’s allocable portion of the compensation and/or related expenses of certain personnel of FS Investments and EIG providing administrative services to the Company on behalf of FS/EIG Advisor.
Trustee Compensation
The Company does not pay compensation to its trustees who also serve in an executive officer capacity for the Company or FS/EIG Advisor. Trustees who do not also serve in an executive officer capacity for the Company or FS/EIG Advisor are entitled to receive annual cash retainer fees, fees for participating in quarterly Board and Board committee meetings and certain other Board and Board committee meetings and annual fees for serving as a committee chairperson. These trustees are Messrs. Brown, Chandler, Goldstein, Pizzi and Ramos. Mr. Goldstein also receives an annual retainer for his service as lead Independent Trustee.
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Amounts payable under the trustee fee arrangement were determined and paid in quarterly arrears as follows:
Fee |
| Amount | |
Annual Board Retainer | $ | 100,000 | |
Board Meeting Fees | $ | 2,500 | |
Annual Committee Chair Retainers: |
|
| |
Audit and Valuation Committees | $ | 20,000 | |
Nominating and Governance Committee | $ | 15,000 | |
Other Committees | $ | 10,000 | |
Committees Meeting Fees | $ | 1,000 | |
Annual Lead Independent Trustee Retainer | $ | 25,000 | |
The Company also reimburses each of the above trustees 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 of the Company’s trustees for service during the fiscal year ended December 31, 2024. Our trustees do not receive any retirement benefits from us.
| Fees Earned or Paid |
| ||||
in Cash by the | Total Compensation | |||||
Name of Trustee | Company | from the Company | ||||
Michael C. Forman(1) |
| — |
| — | ||
R. Blair Thomas(1)(2) |
| — |
| — | ||
Sidney R. Brown | $ | 110,000 | $ | 110,000 | ||
Gregory P. Chandler | $ | 138,000 | $ | 138,000 | ||
Richard I. Goldstein | $ | 159,000 | $ | 159,000 | ||
Charles P. Pizzi | $ | 129,000 | $ | 129,000 | ||
Pedro A. Ramos | $ | 118,000 | $ | 118,000 | ||
| (1) | Messrs. Forman and Thomas do not receive fees. |
| (2) | Mr. Thomas resigned from the Board, effective February 19, 2024. |
Compensation and Insider Participation
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Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. |
Security Ownership of Management and Certain Beneficial Owners
The following table sets forth, as of March 31, 2025, the beneficial ownership of each current trustee, the Company’s executive officers, each person known to the Company to beneficially own 5% or more of the outstanding Shares, and all of the Company’s executive officers and trustees as a group.
Beneficial ownership is determined in accordance with Rule 13d-3 promulgated under the Exchange Act and includes voting or investment power with respect to the Shares. There are no Shares subject to options that are currently exercisable or exercisable within 60 days of March 31, 2025.
Shares Beneficially Owned as of | ||||
March 31, 2025 | ||||
Number of | ||||
Name and Address of Beneficial Owner(1) | Shares | Percentage (%)(2) | ||
Interested Trustees: |
|
|
| |
Michael C. Forman(3) |
| 439,409.339 |
| * |
Independent Trustees: |
|
|
|
|
Sidney R. Brown(4) |
| 64,870.090 |
| * |
Gregory P. Chandler(5) |
| 30,845.311 |
| * |
Richard I. Goldstein |
| 43,992.788 |
| * |
Charles P. Pizzi |
| 22,003.792 |
| * |
Pedro A. Ramos |
| — |
| — |
Executive Officers: |
|
|
|
|
Edward T. Gallivan, Jr. |
| 5,171.140 |
| * |
David Weiser |
| — |
| — |
James Beach |
| 2,114.739 |
| * |
Stephen S. Sypherd(6) |
| 7,920.475 |
| * |
James F. Volk |
| 2,316.699 |
| * |
All Trustees and Executive Officers as a group (11 persons) |
| 618,644.373 |
| * |
* | Less than one percent. |
| (1) | The address of each of the beneficial owners set forth above is c/o FS Specialty Lending Fund, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112. |
| (2) | Based on a total of 455,506,155 Shares issued and outstanding on March 31, 2025. |
| (3) | Includes 152,871.000 Shares held through The 2011 Forman Investment Trust, 118,034.320 Shares held by FB Capital Partners LP, 3,958.563 Shares held for the benefit of minor children in trust and 164,545.456 Shares held by FSH Seed Capital Vehicle I LLC. |
| (4) | Includes 28,055.556 Shares held by NFI International, Ltd., a company of which Mr. Brown is a principal interest holder, and 36,814.534 Shares held in trust. |
| (5) | All Shares held in 401(k) account. |
| (6) | All Shares held in a joint account with spouse. |
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Item 13. | Certain Relationships and Related Transactions, and Trustee Independence. |
Certain Relationships and Related Party Transactions
The Company has procedures in place for the review, approval and monitoring of transactions involving the Company and certain persons related to the Company. For example, the Company’s Code of Business Conduct and Ethics generally prohibits any employee, officer or trustee from engaging in any transaction where there is a conflict between such individual’s personal interest and the interests of the Company. Waivers to the Code of Business Conduct and Ethics for any executive officer or member of the Board must be approved by the Board and are publicly disclosed as required by applicable law and regulations. In addition, the Audit Committee is required to review and approve all transactions with related persons (as defined in Item 404 of Regulation S-K promulgated under the Exchange Act). Prior to the occurrence of a liquidity event (which we define as (1) a listing of the Company’s Shares on a national securities exchange, (2) the sale of all or substantially all of the Company’s assets either on a complete portfolio basis or individually followed by a liquidation or (3) a merger or another transaction approved by the Board in which the Company’s shareholders likely will receive cash or shares of a publicly traded company), all future transactions with affiliates of the Company will be on terms no less favorable than could be obtained from an unaffiliated third party and must be approved by a majority of the Board, including a majority of the Independent Trustees.
Compensation of the Investment Adviser
Pursuant to the Investment Advisory and Administrative Services Agreement, FS/EIG Advisor is entitled to an annual base management fee based on the average weekly value of the Company’s gross assets (gross assets equals total assets as set forth on the Company’s consolidated balance sheets) during the most recently completed calendar quarter and an incentive fee based on the Company’s performance. The base management fee is payable quarterly in arrears, and is calculated at an annual rate of 1.75% of the average weekly value of the Company’s gross assets.
The incentive fee consists of two parts: (i) the capital gains incentive fee and (ii) the subordinated income incentive fee. Pursuant to the terms of the Investment Advisory and Administrative Services Agreement, the incentive fee on capital gains is determined and payable in arrears as of the end of each calendar year (or upon termination of such agreement). Such fee equals 20.0% of the Company’s “incentive fee capital gains,” which are the Company’s realized capital gains on a cumulative basis from inception, calculated as of the end of the applicable period, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees on capital gains. The Company will accrue for the incentive fee on capital gains, which, if earned, will be paid annually. The Company will accrue the incentive fee on capital gains based on net realized and unrealized gains; however, the fee payable to FS/EIG Advisor will be based on realized gains and no such fee will be payable with respect to unrealized gains unless and until such gains are actually realized.
Pursuant to the terms of the Investment Advisory and Administrative Services Agreement, FS/EIG Advisor may also be entitled to receive a subordinated incentive fee on income. The subordinated incentive fee on income under the Investment Advisory and Administrative Services Agreement is calculated and payable quarterly in arrears and equals 20.0% of the Company’s “pre-incentive fee net investment income” for the immediately preceding quarter subject to a hurdle rate, expressed as a rate of return on adjusted capital, equal to 1.625% per quarter, or an annualized hurdle rate of 6.5%. As a result, FS/EIG Advisor will not earn this incentive fee for any quarter until the Company’s pre-incentive fee net investment income for such quarter exceeds the hurdle rate of 1.625%. For purposes of this fee, “adjusted capital” means cumulative gross proceeds generated from sales of the Company’s Shares (including proceeds from its distribution reinvestment plan) reduced for distributions from non-liquidating dispositions of the Company’s investments paid to shareholders and amounts paid for share repurchases pursuant to the Company’s share repurchase program. Once the Company’s pre-incentive fee net investment income in any quarter exceeds the hurdle rate, FS/EIG Advisor will be entitled to a “catch-up” fee equal to the amount of the Company’s pre-incentive fee net investment income in excess of the hurdle rate, until the Company’s pre-incentive fee net investment income for such quarter equals 2.031%, or 8.125% annually, of adjusted capital. This “catch-up” feature will allow FS/EIG Advisor to recoup the fees foregone as a result of the existence of the hurdle rate. Thereafter, FS/EIG Advisor will be entitled to receive 20.0% of the Company’s pre-incentive fee net investment income.
FS/EIG Advisor may receive structuring or other upfront fees from portfolio companies in which FS/EIG Advisor has caused the Company to invest. FS/EIG Advisor has agreed to offset the amount of any structuring, upfront or certain other fees received by FS/EIG Advisor or its members against the management fees payable by the Company under the Investment Advisory and Administrative Services Agreement. During the years ended December 31, 2024, 2023 and 2022, $8, $341 and $2,619 (dollars in
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thousands), respectively, of structuring, upfront or certain other fees received by FS/EIG Advisor or its members were offset against management fees.
Pursuant to the Investment Advisory and Administrative Services Agreement, FS/EIG Advisor oversees the Company’s day-to-day operations, including the provision of general ledger accounting, fund accounting, legal services, investor relations, certain government and regulatory affairs activities and other administrative services. FS/EIG Advisor also performs, or oversees the performance of, the Company’s corporate operations and required administrative services, which includes being responsible for the financial records that the Company is required to maintain and preparing reports for the Company’s shareholders and reports filed with the SEC.
The Company reimburses FS/EIG Advisor for expenses necessary to perform services related to the Company’s administration and operations, including FS/EIG Advisor’s allocable portion of the compensation and/or related expenses of certain personnel of FS Investments and EIG providing administrative services to the Company on behalf of FS/EIG Advisor, and for transactional expenses for prospective investments, such as fees and expenses associated with performing due diligence reviews of investments that do not close, often referred to as “broken deal” costs. The Company reimburses FS/EIG Advisor no less than quarterly for expenses necessary to perform services related to the Company’s administration and operations. The amount of this reimbursement is set at the lesser of (1) FS/EIG Advisor’s actual costs incurred in providing such services and (2) the amount that the Company estimates it would be required to pay alternative service providers for comparable services in the same geographic location. FS/EIG Advisor allocates the cost of such services to the Company based on factors such as time allocations and other reasonable metrics. The Company’s board of trustees reviews the methodology employed in determining how the expenses are allocated to the Company and assesses the reasonableness of such reimbursements for expenses allocated to the Company based on the breadth, depth and quality of such services as compared to the estimated cost to the Company of obtaining similar services from third-party providers known to be available. In addition, the Company’s board of trustees considers whether any single third-party service provider would be capable of providing all such services at comparable cost and quality. Finally, the Company’s board of trustees, among other things, compares the total amount paid to FS/EIG Advisor for such services as a percentage of the Company’s net assets to the same ratio as reported by other comparable BDCs. The Company does not reimburse FS/EIG Advisor for any services for which it receives a separate fee, or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of FS/EIG Advisor.
The following table describes the fees and expenses accrued under the Investment Advisory and Administrative Services Agreement during the years ended December 31, 2024, 2023 and 2022 (dollar amounts in the table below and the related notes are presented in thousands):
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| Year Ended |
| Year Ended |
| Year Ended | ||||||
December 31, | December 31, | December 31, | |||||||||||
Related Party | Source Agreement | Description | 2024 | 2023 | 2022 | ||||||||
FS/EIG Advisor |
| Investment Advisory and Administrative Services Agreement |
| Base Management Fee(1) | $ | 35,507 | $ | 35,036 | $ | 41,940 | |||
FS/EIG Advisor |
| Investment Advisory and Administrative Services Agreement |
| Administrative Services Expenses(2) | $ | 5,695 | $ | 6,087 | $ | 5,626 | |||
| (1) | During the years ended December 31, 2024, 2023 and 2022, $35,251, $37,805 and $41,221, respectively, in base management fees were paid to FS/EIG Advisor. The base management fee amount shown in the table above for the years ended December 31, 2024, 2023 and 2022 is shown net of $8, $341 and $2,619, respectively, in structuring, upfront or certain other fees received by FS/EIG Advisor or its members and offset against base management fees. As of December 31, 2024, $8,672 in base management fees were payable to FS/EIG Advisor. |
| (2) | During the years ended December 31, 2024, 2023 and 2022, $3,655, $4,431 and $3,930, respectively, of the accrued administrative services expenses related to the allocation of costs of administrative personnel for services rendered to the Company by FS/EIG Advisor and the remainder related to other reimbursable expenses. The Company paid $5,007, $6,469 and $5,134 in administrative services expenses to FS/EIG Advisor, or its affiliates, during the years ended December 31, 2024, 2023 and 2022, respectively. |
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Exemptive Relief
As a BDC, the Company is subject to certain regulatory restrictions in making its investments. For example, BDCs generally are not permitted to co-invest with certain affiliated entities in transactions originated by the BDC or its affiliates in the absence of an exemptive order from the SEC. However, BDCs are permitted to, and may, simultaneously co-invest in transactions where price is the only negotiated term. In addition, the Company has received exemptive relief from the SEC permitting it to co-invest, subject to the satisfaction of certain conditions, in certain privately negotiated investment transactions with certain affiliates. This exemptive relief includes: an order dated June 4, 2013, that permits certain follow-on and disposition transactions related to past co-investments with certain affiliates of the Company’s former investment adviser, including FS KKR Capital Corp.; an order dated April 10, 2018, that permits certain follow-on and disposition transactions related to past co-investments with certain EIG-advised funds; and an order dated November 13, 2024, that permits certain co-investments with certain affiliates of FS/EIG Advisor, including FS Credit Opportunities Corp. and FS Credit Income Fund, among others. On April 3, 2025, the SEC issued a notice of its intent to grant an exemptive order that would supersede the November 13, 2024 order. The new order, if granted, would similarly permit co-investments with certain affiliates but would simplify certain of the conditions under the current order and provide more flexibility than the current order. The SEC notice provides that an order granting the relief will be issued unless the SEC orders a hearing and states that hearing requests should be received by April 28, 2025, but there is no guarantee that the SEC will grant the new order on or after such date.
Potential Conflicts of Interest
The members of the senior management and investment teams of FS/EIG Advisor serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as the Company does, or of investment vehicles managed by the same personnel. The officers, managers and other personnel of FS/EIG Advisor serve and may serve in the future in similar or other capacities for the investment advisers to the other funds managed or advised by FS Investments or EIG, and may serve in similar or other capacities for the investments advisers to future investment vehicles affiliated with FS Investments or EIG. In serving in these multiple and other capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the Company’s best interests or in the best interest of the Company’s shareholders. The Company’s investment objectives may overlap with the investment objectives of such investment funds, accounts or other investment vehicles. In addition, members of the senior management and investment teams and other employees of FS/EIG Advisor or its members or their respective affiliates may from time to time invest in portfolio companies in which the Company also invests. Subject to applicable law, the Company may periodically sell loans that it previously acquired after a short period of time to earn fees or other revenue, including from purchasers that do not participate in loan originations. FS/EIG Advisor or its affiliates may receive asset-based fees from purchasers that are advisory clients, resulting in a conflict of interest for FS/EIG Advisor. In some cases, FS/EIG Advisor (or an affiliate) will receive a fee from a third-party investor for making excess investment opportunities available, and such fee creates an incentive to recommend such opportunities to the Company and to allocate opportunities to such a third-party investor.
FS/EIG Advisor’s affiliates and its personnel are simultaneously providing investment advisory services to other affiliated entities. FS/EIG Advisor may determine that it is appropriate for the Company and one or more other investment accounts managed by FS/EIG Advisor’s affiliates to participate in an investment opportunity. To the extent the Company is able to make co-investments with investment accounts managed by FS/EIG Advisor or its affiliates, these co-investment opportunities may give rise to conflicts of interest or perceived conflicts of interest among the Company and the other participating accounts. In addition, conflicts of interest or perceived conflicts of interest may also arise in determining which investment opportunities should be presented to the Company and other participating accounts. To mitigate these conflicts, FS/EIG Advisor will seek to execute such transactions on a fair and equitable basis and in accordance with its allocation policies, taking into account various factors, which may include: the source of origination of the investment opportunity; investment objectives and strategies; tax considerations; risk, diversification or investment concentration parameters; characteristics of the security; size of available investment; available liquidity and liquidity requirements; regulatory restrictions; and/or such other factors as may be relevant to a particular transaction. As affiliates of FS Investments and EIG currently serve as the investment adviser to other entities and accounts, it is possible that some investment opportunities will be provided to such other entities and accounts rather than to the Company.
Trustee Independence
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/EIG Advisor, and are “independent” as defined in Rule 5605(a)(2) of The Nasdaq Stock Market LLC.
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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 Board is currently comprised of six trustees, five of whom are Independent Trustees. The Board has determined that the following trustees are Independent Trustees: Messrs. Brown, Chandler, Goldstein, Pizzi and Ramos. Based upon information requested from each trustee concerning his or her background, employment and affiliations, the Board has affirmatively determined that none of the Independent Trustees 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 shareholder.
Item 14. | Principal Accountant Fees and Services. |
Fees to Auditors
Set forth in the table below are audit fees, audit related fees, tax fees and all other fees billed to the Company by Ernst & Young LLP for professional services performed for the fiscal years ended December 31, 2024 and 2023:
Fiscal Year |
| Audit Fees(1) |
| Audit-Related Fees(2) |
| Tax Fees(3) |
| All Other Fees(4) | ||
2024 | $ | 545,334 | $ | — |
| — |
| — | ||
2023 | $ | 551,103 | $ | 61,800 |
| — |
| — | ||
| (1) | “Audit Fees” consist of fees billed for professional services rendered for the audit of the Company’s consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by Ernst & Young LLP in connection with statutory and regulatory filings. |
| (2) | “Audit-Related Fees” consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees”. These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. |
| (3) | “Tax Fees” consist of fees billed for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state, and local tax compliance. |
| (4) | “All Other Fees” are those fees, if any, billed to the Company by Ernst and Young LLP other than Audit Fees, Audit-Related Fees and Tax Fees. |
Pre-Approval Policies and Procedures
The Company’s Audit Committee reviews, negotiates and approves in advance the scope of work, any related engagement letter and the fees to be charged by the Company’s independent registered public accounting firm for audit services and permitted non-audit services for the Company and for permitted non-audit services for FS/EIG Advisor and any affiliates thereof that provide services to the Company if such non-audit services have a direct impact on the operations or financial reporting of the Company. Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval in accordance with its pre-approval policy, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval is considered at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by Ernst & Young LLP to management. All of the audit and non-audit services described above for which Ernst & Young LLP invoiced the Company for the fiscal years ended December 31, 2024 and 2023 were pre-approved by the Audit Committee.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 29, 2025 | /s/ MICHAEL C. FORMAN |
Michael C. Forman |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: April 29, 2025 | /s/ MICHAEL C. FORMAN |
Michael C. Forman | |
Date: April 29, 2025 | /s/ EDWARD T. GALLIVAN, JR. |
Edward T. Gallivan, Jr. | |
Date: April 29, 2025 | /s/ SIDNEY R. BROWN |
Sidney R. Brown | |
Date: April 29, 2025 | /s/ GREGORY P. CHANDLER |
Gregory P. Chandler | |
Date: April 29, 2025 | /s/ RICHARD I. GOLDSTEIN |
Richard I. Goldstein | |
Date: April 29, 2025 | /s/ CHARLES P. PIZZI |
Charles P. Pizzi | |
Date: April 29, 2025 | /s/ PEDRO A. RAMOS |
Pedro A. Ramos |
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Exhibit 31.1
CERTIFICATION
I, Michael C. Forman, certify that:
1. | I have reviewed this Amendment No. 1 to the annual report on Form 10-K of FS Specialty Lending Fund; and |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: April 29, 2025 | |
| |
/s/ MICHAEL C. FORMAN | |
Michael C. Forman | |
Chief Executive Officer | |
Exhibit 31.2
CERTIFICATION
I, Edward T. Gallivan, Jr., certify that:
1. | I have reviewed this Amendment No. 1 to the annual report on Form 10-K of FS Specialty Lending Fund; and |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: April 29, 2025 | |
| |
/s/ EDWARD T. GALLIVAN, JR. | |
Edward T. Gallivan, Jr. | |
Chief Financial Officer | |
Award Timing Disclosure |
12 Months Ended |
|---|---|
Dec. 31, 2024 | |
| Award Timing Disclosures [Line Items] | |
| Award Timing MNPI Disclosure | The Company does not have a compensation committee because the executive officers do not receive any direct compensation from the Company. The Independent Trustees review their own compensation and recommend to the Board the appropriate level of compensation. This level of compensation may be adjusted from time to time. In conducting their review, the Independent Trustees use such information as they deem relevant, including compensation paid to directors or trustees of other BDCs of similar size and the time and effort required of the trustees in fulfilling their responsibilities to the Company. The Board determines the compensation of the Independent Trustees. |
| Award Timing Method | The Company does not have a compensation committee because the executive officers do not receive any direct compensation from the Company. The Independent Trustees review their own compensation and recommend to the Board the appropriate level of compensation. This level of compensation may be adjusted from time to time. |