Gary Schpero
About Gary Schpero
Independent Trustee of Blackstone Senior Floating Rate 2027 Term Fund (BSL) since May 2012; Chair of the Nominating and Governance Committee and member of the Audit Committee. Birth year: 1953; retired legal professional and former partner at Simpson Thacher & Bartlett LLP, where he led the Investment Management and Investment Company Practice Group prior to January 2000. Oversees three portfolios in the Blackstone Credit & Insurance closed‑end fund complex; independence affirmed (non‑interested trustee and committee independence under NYSE standards). Other fund directorships include EQ Advisors Trust and 1290 Funds .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simpson Thacher & Bartlett LLP | Partner; Managing Partner, Investment Management and Investment Company Practice Group | Prior to Jan 2000 | Led the firm’s investment management and investment company practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| EQ Advisors Trust | Director | Past 5 years | Listed as other directorship |
| 1290 Funds | Director | Past 5 years | Listed as other directorship |
Board Governance
- Committee assignments: Chair, Nominating & Governance Committee; Member, Audit Committee; Audit Committee composed solely of independent trustees; Mr. Jasper is the audit committee financial expert .
- Board leadership: Chairman is an interested trustee (Daniel Leiter), with a Lead Independent Trustee (Jane Siebels); all committees are chaired by independent trustees .
- Attendance and engagement: Each Board met 8 times in fiscal 2024, and each trustee attended at least 75% of Board and relevant committee meetings; Audit Committee met 4 times; Nominating & Governance met 3 times .
- Annual meeting attendance: Trustees are not required to attend; no trustees attended last year’s telephonic annual meeting .
- Independence and conflicts oversight: Independent trustees and their immediate families had no securities ownership in the Adviser or affiliates (other than fund investments permitted by SEC staff) and no related transactions >$120,000 in the past five years; none since the beginning of the last two fiscal years with the Adviser or its affiliates .
Fixed Compensation
Director compensation is cash‑based via fund‑complex retainers with pro‑rata allocation across funds (no equity grants disclosed).
| Compensation Element | Amount | Notes |
|---|---|---|
| Independent Trustee annual retainer | $155,000 | Paid by the Blackstone Credit & Insurance closed‑end funds; allocated pro‑rata across funds by NAV; paid quarterly |
| Committee Chair retainer (Audit; Nominating & Governance) | $12,000 each | Chair stipends; Schpero is Chair of Nominating & Governance |
| Lead Independent Trustee retainer | $16,000 | Lead Independent (Siebels), not Schpero |
| Meeting fees | Not disclosed | Retainer structure indicates quarterly payments; no per‑meeting fees specified |
2024 compensation actually paid (by fund and total):
| Name | BSL ($) | BGX ($) | BGB ($) | Total Fund Complex ($) |
|---|---|---|---|---|
| Gary S. Schpero | 31,699 | 27,825 | 94,216 | 167,000 |
Notes: Total includes compensation paid by BGFLX prior to de‑registration ($13,260 for Schpero) .
Performance Compensation
| Metric/Instrument | Disclosed? | Details |
|---|---|---|
| Bonus tied to performance (revenue/EBITDA/TSR/ESG) | No | No performance metrics disclosed for trustees |
| Stock awards (RSUs/PSUs) | No | No equity grants disclosed for trustees; ownership reflects personal holdings, not awards |
| Options | No | No option awards disclosed for trustees |
| Clawback/COC/Severance | No | Not applicable to independent trustees in proxy |
Other Directorships & Interlocks
| Company/Entity | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| EQ Advisors Trust | Director | No related‑party transactions with Adviser or affiliates; independence maintained |
| 1290 Funds | Director | No related‑party transactions with Adviser or affiliates; independence maintained |
Expertise & Qualifications
- Legal and asset‑management expertise: decades in investment management law; led a major law firm’s investment management practice .
- Governance experience: Service on multiple registered investment company boards; chair of Nominating & Governance Committee .
- Fund complex oversight: Oversees three Blackstone Credit & Insurance closed‑end funds .
Equity Ownership
| Fund | Shares Owned | % of Shares Outstanding | Dollar Range (Fund) | Aggregate Dollar Range (Fund Complex) |
|---|---|---|---|---|
| BSL Common Shares | 250 | 0.0019% (250 / 13,010,746) | $1–$10,000 | $10,001–$50,000 |
| BGX Common Shares | 265 | 0.0021% (265 / 12,708,275) | $1–$10,000 | $10,001–$50,000 |
| BGB Common Shares | 265 | 0.0006% (265 / 44,664,382) | $1–$10,000 | $10,001–$50,000 |
| BGB Preferred Shares | 0 | 0.0% | — | — |
Notes: Ownership percentages calculated using record‑date outstanding shares .
Section 16 compliance: Funds believe all required beneficial ownership filings were compliant in fiscal 2024 .
Governance Assessment
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Positive signals:
- Independence and conflict controls: Non‑interested trustee; committees comprised of independent trustees; explicit disclosure of no related‑party transactions or material interests with the Adviser or affiliates (> $120,000) over the past five years and past two fiscal years .
- Governance leadership: Chair of Nominating & Governance Committee; robust committee activity (Audit: 4 meetings; N&G: 3 meetings) and overall Board attendance ≥75% across 8 meetings, indicating engagement .
- Separation of roles: Lead Independent Director and independent committee chairs, supporting board effectiveness despite an interested Board chair .
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Alignment and potential concerns:
- Low personal “skin‑in‑the‑game”: Beneficial holdings are minimal (<1% and small dollar ranges), typical for fund trustees but still a modest alignment signal compared to corporate boards. Highlighting: BSL 250 shares (approx. 0.0019%), BGX 265 (approx. 0.0021%), BGB 265 (approx. 0.0006%) .
- Annual meeting presence: “No trustees attended” last year’s telephonic annual meeting; while attendance is not required and the format was telephonic, investors may prefer visible engagement at annual meetings .
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Compensation structure:
- Pure cash retainers with modest chair fees; no performance‑based or equity awards reduce pay‑for‑performance linkage but are standard for registered fund trustees. Schpero’s 2024 total fund‑complex compensation: $167,000; includes chair stipend; paid pro‑rata across funds .
Overall, Schpero’s independent status, legal/governance expertise, and committee leadership support board effectiveness and investor confidence; the absence of related‑party ties is a clear positive. The primary watchpoint is limited personal share ownership, which is common in the fund context but offers modest alignment compared to operating companies .