Gary Schpero
About Gary S. Schpero
Gary S. Schpero (born 1953) is an Independent Trustee of Blackstone Strategic Credit 2027 Term Fund (BGB), serving since May 2012; he is retired and previously was a partner at Simpson Thacher & Bartlett LLP, where he served as managing partner of the Investment Management and Investment Company Practice Group prior to January 2000 . He currently chairs the Nominating and Governance Committee and is a member of the Audit Committee across the Blackstone Credit & Insurance closed-end funds; he oversees three portfolios in the fund complex and has board experience with other registered investment companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simpson Thacher & Bartlett LLP | Partner; Managing Partner of Investment Management and Investment Company Practice Group | Through January 2000 | Specialized legal leadership in asset management and investment company regulation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| EQ Advisors Trust | Trustee/Director | Past five years (as disclosed) | Registered management investment company board service |
| 1290 Funds | Trustee/Director | Past five years (as disclosed) | Registered management investment company board service |
Board Governance
- Committee assignments: Chair, Nominating & Governance Committee; Member, Audit Committee .
- Independence: Non‑interested trustee under the 1940 Act and independent per NYSE listing standards; Audit Committee composed entirely of Independent Trustees .
- Attendance and engagement: Each Board met eight times in FY2024; each Trustee attended at least 75% of Board and applicable committee meetings; Audit Committee met four times; Nominating & Governance met three times .
- Board leadership: Chairman is an interested trustee (Daniel Leiter); Lead Independent Trustee is Jane M. Siebels; all committees are chaired by Independent Trustees .
- Audit oversight: Audit Committee chaired by Thomas W. Jasper; Jasper designated as the “audit committee financial expert” .
Fixed Compensation
Compensation paid to Independent Trustees is structured as a cash retainer plus incremental chair/lead fees, allocated pro rata across the Blackstone Credit & Insurance closed‑end funds based on average NAV.
| Component | Amount | Applies to Schpero? | Source |
|---|---|---|---|
| Annual Trustee Retainer (closed‑end funds) | $155,000 | Yes (Independent Trustee) | |
| Audit Committee Chair Retainer | $12,000 | No (Jasper chairs Audit) | |
| Nominating & Governance Chair Retainer | $12,000 | Yes (Schpero chairs) | |
| Lead Independent Trustee Retainer | $16,000 | No (Siebels is Lead) |
FY2024 compensation by fund and total:
| Name | BSL ($) | BGX ($) | BGB ($) | Total from Fund Complex ($) |
|---|---|---|---|---|
| Gary S. Schpero | 31,699 | 27,825 | 94,216 | 167,000 (includes $13,260 from BGFLX prior to de‑registration) |
Notes:
- Trustees employed by Blackstone Credit & Insurance receive no compensation from the Funds; Independent Trustees (including Schpero) are paid by the Funds .
- BGFLX de‑registered on Oct 23, 2024; related trustee compensation is included in the total for FY2024 .
Performance Compensation
| Metric/Instrument | Disclosure | Detail |
|---|---|---|
| Bonus (cash) | None disclosed for Trustees | No bonus program for Independent Trustees |
| Equity awards (RSUs/PSUs/Options) | None disclosed for Trustees | No equity‑based or option compensation for Independent Trustees |
| Performance metrics (TSR, EBITDA, ESG) | None disclosed for Trustees | Trustee compensation is fixed retainer plus chair/lead fees; no performance linkage |
| Meeting fees | Not disclosed | Compensation structure described as retainers; no separate meeting fees specified |
| Clawbacks / Gross‑ups | Not disclosed | No clawback or tax gross‑up provisions for Trustees disclosed |
Other Directorships & Interlocks
| Company/Entity | Relationship to BGB | Potential Interlock/Conflict |
|---|---|---|
| EQ Advisors Trust | Unrelated registered investment company | None disclosed; no related‑party transactions with Adviser/affiliates >$120,000 in past five years for Independent Trustees or immediate families |
| 1290 Funds | Unrelated registered investment company | None disclosed; no ownership of Adviser/affiliates by Independent Trustees or immediate families beyond permitted vehicles |
Additional conflict safeguards:
- As of Dec 31, 2024, Independent Trustees and immediate families did not own securities in the Adviser or affiliates (beyond permitted vehicles) and had no transactions/relationships exceeding $120,000 with the Adviser or affiliates since the beginning of the last two fiscal years .
Expertise & Qualifications
- Asset management legal expertise: Former Simpson Thacher partner leading investment management and investment company practice; brings deep regulatory and governance knowledge .
- Registered fund board experience: Service on boards of other registered management investment companies enhances oversight credibility .
- Independent governance leadership: Chairs Nominating & Governance Committee; member of Audit Committee across the funds .
Equity Ownership
Beneficial ownership as of December 31, 2024:
| Fund | Shares Owned | % of Shares Outstanding |
|---|---|---|
| BSL Common Shares | 250 | <1% |
| BGX Common Shares | 265 | <1% |
| BGB Common Shares | 265 | <1% |
| BGB Preferred Shares | 0 | 0% |
Dollar range of equity securities held (as of Dec 31, 2024):
| Fund | Dollar Range |
|---|---|
| BSL | $1–10,000 |
| BGX | $1–10,000 |
| BGB | $1–10,000 |
| Aggregate across Family of Investment Companies | $10,001–$50,000 |
Ownership policy/pledging:
- No pledging disclosures; director stock ownership guidelines not disclosed; Independent Trustee holdings are de minimis (<1%) per proxy .
Governance Assessment
- Independence and committee leadership: Schpero is a long‑tenured Independent Trustee (since May 2012) who chairs Nominating & Governance and sits on Audit; this positioning supports board effectiveness and succession oversight while preserving audit independence .
- Engagement: Board met eight times; Audit met four; Nominating & Governance met three; each Trustee met the ≥75% attendance threshold—indicates baseline engagement standards were met .
- Compensation alignment: Trustee pay is fixed retainer plus chair fees, with no equity or performance‑linked compensation, which limits pay‑for‑performance alignment but reduces incentives for excessive risk‑taking; Schpero’s fund‑complex pay totaled $167,000 in FY2024 including chair retainer eligibility .
- Ownership alignment: Beneficial ownership is small (<1%, 265 BGB common shares), typical for closed‑end fund trustees; the fund does not disclose director stock ownership guidelines—investors may view the lack of formal ownership policy as a modest alignment gap .
- Conflicts and related‑party exposure: Proxy explicitly reports no material ownership or transactions with the Adviser/affiliates by Independent Trustees or immediate families in the past five years; this is a positive indicator for independence and conflict controls .
- Controls and disclosures: Section 16(a) compliance affirmed for FY2024; audit committee independence and expert designation disclosed; valuation delegated to Adviser under board‑approved policies; compensation oversight handled by Nominating & Governance (no separate Compensation Committee) .
RED FLAGS (none disclosed)
- No related‑party transactions >$120,000; no pledging or hedging disclosures; say‑on‑pay not applicable; attendance thresholds met—no governance red flags surfaced in the proxy .