Gary Schpero
About Gary S. Schpero
Independent Trustee of Blackstone Long-Short Credit Income Fund (BGX) since May 2012; Chair of the Nominating and Governance Committee and member of the Audit Committee. Born 1953; retired attorney and former partner at Simpson Thacher & Bartlett LLP where he was managing partner of the Investment Management and Investment Company Practice Group until January 2000. Term for BGX currently expires in 2027; determined to be independent under NYSE listing standards and the 1940 Act (not an “interested person”).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simpson Thacher & Bartlett LLP | Partner; Managing Partner, Investment Management & Investment Company Practice Group | Through January 2000 | Led investment management practice; deep governance/legal expertise relevant to fund boards |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| EQ Advisors Trust | Trustee/Director | Past five years (as disclosed) | Investment company directorship; governance experience |
| 1290 Funds | Trustee/Director | Past five years (as disclosed) | Investment company directorship; governance experience |
Board Governance
- Committees: Chair, Nominating & Governance Committee; Member, Audit Committee. Audit Committee chaired by Thomas W. Jasper, designated audit committee financial expert. All members of both committees are independent, not “interested persons.”
- Committee meeting cadence:
- Audit Committee meetings: 5 (FY 2023), 4 (FY 2024)
- Nominating & Governance Committee meetings: 4 (FY 2023), 3 (FY 2024)
- Board meetings and attendance: BGX Board met 11 times in FY 2023; each Trustee attended at least 75% of Board and committee meetings. Boards met 8 times in FY 2024; each Trustee attended at least 75% of Board and committee meetings.
- Leadership context: Lead Independent Trustee is Jane M. Siebels (appointed June 1, 2023).
- Independence and conflict safeguards: Trustees are independent under NYSE standards and the 1940 Act; proxies state no direct/indirect interests >$120,000 with the Adviser or affiliates, and no ownership of Adviser/affiliate securities (other than allowed fund investments) over past five years.
Committee Meetings (FY 2023 → FY 2024)
| Committee | FY 2023 | FY 2024 |
|---|---|---|
| Audit Committee – meetings held | 5 | 4 |
| Nominating & Governance Committee – meetings held | 4 | 3 |
Fixed Compensation
- Structure: Independent Trustees receive an annual cash retainer; committee chair and lead independent roles receive additional cash retainers; fees paid quarterly and allocated pro rata across the Blackstone Credit & Insurance closed-end funds based on average NAV. No equity grants or options are listed for Trustees.
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Trustee annual retainer (cash) | $155,000 | $155,000 |
| Chair retainer (Audit Committee) | $12,000 | $12,000 |
| Chair retainer (Nominating & Governance Committee) | $12,000 | $12,000 |
| Lead Independent Trustee retainer | $16,000 (role held by D’Alelio through 5/31/23; Siebels from 6/1/23) | $16,000 |
| Name | Total Compensation Paid from Fund Complex (FY 2023) | Total Compensation Paid from Fund Complex (FY 2024) |
|---|---|---|
| Gary S. Schpero | $167,000 | $167,000 |
Notes: Total compensation includes amounts paid across the Fund Complex (BSL, BGX, BGB, and BGFLX prior to deregistration in Oct 2024); BXSL, BCRED, and Blackstone Alternative Multi-Strategy Fund do not pay Trustee compensation to these funds’ Trustees.
Performance Compensation
- The proxy discloses only fixed cash retainers and chair/lead fees; no stock awards (RSUs/PSUs), options, or performance-linked metrics are described for Trustees.
| Metric | Status |
|---|---|
| Annual bonus (performance-based) | Not disclosed for Trustees; compensation presented as fixed retainers |
| Stock awards (RSUs/PSUs) | Not disclosed for Trustees; no equity awards listed |
| Option awards | Not disclosed for Trustees; no option awards listed |
| Performance metrics (TSR, EBITDA, ESG) | Not disclosed/applicable to Trustee pay |
| Clawbacks / change-of-control | Not disclosed for Trustees |
Other Directorships & Interlocks
| Company/Entity | Role | Committee Positions | Potential Interlocks/Notes |
|---|---|---|---|
| EQ Advisors Trust | Trustee/Director | Not disclosed | No >$120,000 relationships with Adviser/affiliates per proxy representations (safeguards on independence) |
| 1290 Funds | Trustee/Director | Not disclosed | Same independence safeguards as above |
Expertise & Qualifications
- Governance/legal expertise from leading the investment management practice at Simpson Thacher & Bartlett LLP; brings regulatory, compliance, and fund governance knowledge.
- Long-standing fund board experience across the Blackstone closed-end fund complex; familiarity with audit, valuation, and nominating processes.
Equity Ownership
| Fund | Shares Owned | % of Shares Outstanding | Dollar Range (as of Dec 31, 2024) |
|---|---|---|---|
| BGX Common Shares | 265 | <1% | $1–$10,000 |
| BGB Common Shares | 265 | <1% | $1–$10,000 |
| BSL Common Shares | 250 | <1% | $1–$10,000 |
| Aggregate Dollar Range (Family of Investment Companies) | — | — | $10,001–$50,000 |
Insider Trades (historic reference)
| Date | Security | Transaction | Shares | Price | Source |
|---|---|---|---|---|---|
| Dec 28, 2012 | BGB | Open-market purchase (Form 4, code “P”) | 265 | $18.33 | |
| Dec 28, 2012 | BGX | Open-market purchase (Form 4, code “P”) | 265 | $12.34 |
Governance Assessment
-
Positives:
- Independent trustee under NYSE and 1940 Act; no material related-party transactions with the Adviser or affiliates in past five years (alignment with independence standards).
- Committee leadership: Chairs Nominating & Governance; active on Audit Committee. Clear committee charters and independent composition, with experienced financial expert as Audit Chair (Jasper).
- Engagement cadence: Regular committee meetings (Audit: 5→4; N&G: 4→3) and Board meetings (11 in 2023; 8 in 2024); attendance at least 75% for all Trustees.
- Transparent, standardized director compensation structure; cash-only retainers reduce complex incentive conflicts.
-
Watchpoints / potential RED FLAGS:
- Low personal ownership: 265 BGX shares and small dollar-range ($1–$10k) may signal modest economic alignment versus shareholders.
- Long tenure since 2012—beneficial for continuity but periodically assessed for independence refresh and skill mix in committee leadership.
- No performance-linked compensation or equity awards—appropriate for fund trustees but limits explicit pay-for-performance signaling.
Related-Party Transactions and Conflicts
- Proxy disclosures state no direct or indirect interests >$120,000 by Independent Trustees or immediate family with the Adviser or affiliates, and no ownership of Adviser/affiliate securities (other than permissible fund investments) that would impair independence.
- Committee charters and bylaws impose qualification requirements (age limits, limits on service on other boards, restrictions on relationships with other investment advisers) and independence constraints, with N&G charter available on the website.
Director Compensation Notes
- No per-meeting fees are described; compensation is comprised of annual cash retainers and chair/lead premiums, allocated pro rata across the fund complex based on average NAV.
Say-on-Pay & Shareholder Feedback
- Item 5.07/5.02 8-K filings: none found for BGX during 2022–2025 search window. [List: 0 documents for 8-K 5.02/5.07]
Overall investor confidence view: Schpero’s legal/governance background and committee leadership support board effectiveness and process rigor, with clear independence safeguards and steady engagement. Alignment is primarily governance- and process-driven (cash retainer) rather than economic (limited share ownership), warranting monitoring of ownership and periodic board refresh dynamics.