Brian Ford
About Brian R. Ford
Independent Trustee of FS Credit Income Fund (FCREX). Age 76; Trustee since September 2017; previously Partner at Ernst & Young LLP (1971–2008). Recognized by the Board as an “audit committee financial expert.” Serves as Audit Committee Chair and sits on the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Partner | 1971–2008 | Career audit expertise underpinning “audit committee financial expert” designation |
External Roles
- Not detailed in the DEF 14A for Mr. Ford beyond his EY tenure; no other current public-company boards disclosed for Mr. Ford in this proxy .
Board Governance
| Attribute | Detail |
|---|---|
| Board independence | 3 of 4 trustees are independent; Chairman Michael C. Forman is “interested” due to control of FS Credit Income Advisor . |
| Lead Independent Director | Board does not currently have a lead independent trustee; independent trustees meet in executive session as needed . |
| Board meeting cadence | 8 Board meetings in FY ended Oct 31, 2024 . |
| Attendance | Each Trustee attended at least 75% of Board and Audit Committee meetings in FY 2024 . |
| Audit Committee | Members: Holly E. Flanagan, Brian R. Ford (Chair), Tyson A. Pratcher; 8 meetings in FY 2024; Mr. Ford designated “audit committee financial expert” . |
| Nominating & Corporate Governance Committee | Members: Holly E. Flanagan (Chair), Brian R. Ford; 1 meeting in FY 2024 . |
| Audit Committee scope | Oversees auditor appointment/independence, internal controls, valuation policy, cybersecurity; administers related-party review; pre-approves audit/non-audit services per formal policy . |
Fixed Compensation
| Component | Amounts/Schedule |
|---|---|
| Annual cash retainer | Retainer paid quarterly in arrears based on Interval Fund Complex net assets; schedule ranges from $0 to $250,000 depending on AUM tier (see full schedule below) . |
| Meeting fees | $1,000 per in-person Board and committee meeting . |
| Committee chair fees | Audit Chair: $5,000–$25,000; Nominating & Corporate Governance Chair: $1,200–$10,000, by AUM tier . |
| FY 2024 aggregate compensation (Fund) | Brian R. Ford: $42,000 . |
| FY 2024 total compensation (Fund Complex) | Brian R. Ford: $42,000 . |
Director compensation schedule (paid quarterly in arrears based on net assets):
| Net Assets Under Management | Annual Cash Retainer | Board/Committee Meeting Fee (in-person) | Audit Committee Chair Annual Retainer | Nominating & Corporate Governance Chair Annual Retainer |
|---|---|---|---|---|
| $0–$200 million | — | $1,000 | $5,000 | $1,200 |
| $200–$500 million | $10,000 | $1,000 | $6,500 | $2,600 |
| $500 million–$2 billion | $25,000 | $1,000 | $8,000 | $3,200 |
| $2–$5 billion | $50,000 | $1,000 | $11,000 | $4,400 |
| $5–$10 billion | $100,000 | $1,000 | $15,000 | $6,000 |
| >$10 billion | $250,000 | $1,000 | $25,000 | $10,000 |
Performance Compensation
| Metric Type | Detail |
|---|---|
| Equity awards (RSUs/PSUs/Options) | Not described in trustee compensation; program consists of cash retainers, meeting fees, and chair fees . |
| Performance metrics tied to pay | Not disclosed for trustees; Audit Committee report confirms oversight duties but no pay-for-performance linkage . |
Other Directorships & Interlocks
- No other current public-company directorships for Mr. Ford are disclosed in this proxy; trustee profiles list principal occupation and fund-complex oversight but do not enumerate external boards for Mr. Ford .
Expertise & Qualifications
- Audit Committee Financial Expert per SEC rules; chair of Audit Committee .
- 37+ years as EY Partner (1971–2008) providing deep audit, accounting, and financial reporting expertise .
- Committee work spans auditor independence, controls, valuation, cybersecurity, and related-party transaction oversight .
Equity Ownership
| Holder | Dollar Range of Shares of the Fund | Aggregate Dollar Range in Family of Investment Companies |
|---|---|---|
| Brian R. Ford | $10,001–$50,000 | $10,001–$50,000 |
Additional ownership/alignments:
- Trustees and officers, as a group, owned ~0.72% of the Fund as of the Record Date .
- As of December 31, 2024, none of the Independent Trustees nor their immediate family members beneficially owned or owned of record securities of the Fund’s investment adviser, sub-advisers, principal underwriter, or affiliates—reducing related-party exposure risk .
Governance Assessment
- Strengths: Ford chairs an actively meeting Audit Committee (8 meetings FY 2024) and is designated an audit financial expert—supporting robust oversight of financial reporting, valuation, and cybersecurity . Independence affirmed; he serves on both Audit and Nominating & Governance committees . No adviser/underwriter-related holdings by Independent Trustees mitigate conflicts .
- Watchpoints: The Board lacks a Lead Independent Trustee, which can dilute independent leadership; independent trustees meet in executive session “as needed,” not on a fixed cadence . Attendance disclosure is “at least 75%” (not full attendance), leaving some ambiguity on engagement intensity . Audit Committee explicitly relies on information from management/auditors without independent verification, which is typical but worth monitoring given valuation oversight responsibilities .
- Compensation alignment: Trustee compensation is cash-only with meeting and chair fees; no equity or performance-based components are disclosed, limiting direct pay-for-performance linkage but consistent with investment company governance norms .
Committee Activity Snapshot (FY ended Oct 31, 2024)
| Committee | Meetings | Chair | Members |
|---|---|---|---|
| Board | 8 | Chairman: Michael C. Forman | All trustees; 3 independent |
| Audit | 8 | Brian R. Ford (Chair) | Ford, Flanagan, Pratcher (all independent) |
| Nominating & Corporate Governance | 1 | Holly E. Flanagan (Chair) | Flanagan, Ford |
Attendance
| Measure | FY 2024 |
|---|---|
| Trustee attendance at Board and Audit Committee | Each Trustee attended at least 75% |
Related-Party and Auditor Oversight
- Audit Committee pre-approval policy for audit/non-audit services; zero non-audit fees billed in FY 2024 and FY 2023, reinforcing auditor independence .
- Audit fees: $162,000 (FY 2024); $157,500 (FY 2023) .
- Responsibilities include reviewing related-person transactions and compliance oversight .
Director Compensation Detail (FY 2024)
| Director | Aggregate Compensation from the Fund | Total Compensation from the Fund Complex |
|---|---|---|
| Brian R. Ford | $42,000 | $42,000 |
Independence & Tenure
- Independent Trustee; Trustee since September 2017 .
- Board composition: 3 independent trustees; Chairman is an “interested person” due to adviser control .
Signals for Investors
- Positive: Deep audit pedigree and committee leadership, formal charters addressing valuation/cybersecurity, and clean related-party holdings contribute to confidence in financial oversight quality .
- Caution: Absence of a Lead Independent Trustee and attendance disclosure threshold (“≥75%”) merit monitoring for board effectiveness and consistency of engagement .