Holly Flanagan
About Holly E. Flanagan
Holly E. Flanagan is an Independent Trustee of FS Credit Income Fund (FCREX), age 53, serving since September 2017; her principal occupation for the past five years is Managing Director at Gabriel Investments (since 2013), and she oversees one portfolio in the fund complex . The Board currently comprises four members, three of whom are independent; there is no lead independent trustee, and independent trustees meet in executive session as needed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gabriel Investments | Managing Director | Since 2013 | Investment/financial oversight experience implied by role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Flanagan in the proxy |
Board Governance
- Independence: Flanagan is identified as an Independent Trustee of FCREX .
- Committees: Member, Audit Committee; Chairwoman and member, Nominating and Corporate Governance Committee .
- Attendance: Each trustee attended at least 75% of Board and Audit Committee meetings in FY2024; Board met 8 times; Audit Committee met 8 times; Nominating & Corporate Governance met once .
- Leadership structure: Chair is an “interested person”; the Board has no lead independent trustee; independent trustees hold executive sessions “as often as necessary” .
| Governance Activity | FY 2024 Meetings | Notes |
|---|---|---|
| Board | 8 | Each Trustee attended ≥75% of Board and Audit Committee meetings |
| Audit Committee | 8 | Flanagan is a member; Ford chairs; Ford designated “audit committee financial expert” |
| Nominating & Corporate Governance Committee | 1 | Flanagan serves as chairwoman |
Fixed Compensation
Director pay is cash-based with an annual retainer, per-meeting fees, and chair fees tiered to fund complex net assets; amounts are determined and paid quarterly in arrears .
| Component | $0–$200mm | $200–$500mm | $500mm–$2bn | $2bn–$5bn | $5bn–$10bn | >$10bn |
|---|---|---|---|---|---|---|
| Annual Cash Retainer | — | $10,000 | $25,000 | $50,000 | $100,000 | $250,000 |
| Board/Committee Meeting Fee (per in‑person meeting) | $1,000 | $1,000 | $1,000 | $1,000 | $1,000 | $1,000 |
| Audit Chair Annual Retainer | $5,000 | $6,500 | $8,000 | $11,000 | $15,000 | $25,000 |
| Nominating Chair Annual Retainer | $1,200 | $2,600 | $3,200 | $4,400 | $6,000 | $10,000 |
| Trustee | Aggregate Compensation from FCREX (FY 2024) | Total from Fund Complex (FY 2024) |
|---|---|---|
| Holly E. Flanagan | $37,200 | $37,200 |
Performance Compensation
| Element | Disclosure |
|---|---|
| Equity awards (RSUs/PSUs), options | No equity or option awards disclosed for trustees; compensation described as cash retainers, meeting fees, and chair fees |
| Performance metrics tied to pay | None disclosed for trustees |
| Clawbacks, COI provisions | Audit Committee charter covers pre-approval policies and related-party oversight; Nominating Committee charter includes review of trustee/officer compensation |
Other Directorships & Interlocks
- Adviser/underwriter ownership: As of Dec 31, 2024, none of the Independent Trustees, trustee nominees, 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 .
- External boards: No other public company directorships disclosed for Flanagan in the proxy .
Expertise & Qualifications
- Audit Committee membership requires financial literacy and ability to read/understand financial statements and valuation reports per the Audit Committee Charter membership requirements .
- Nominating & Corporate Governance chair role indicates involvement in board composition, evaluations, and trustee compensation recommendations per the committee charter .
Equity Ownership
| Holder | Dollar Range of FCREX Shares | Aggregate Dollar Range Across Family | As‑of Date |
|---|---|---|---|
| Holly E. Flanagan | None | None | Dec 31, 2024 |
RED FLAG: No personal share ownership (“None”) may indicate weaker alignment with shareholders for an independent trustee, particularly given cash‑only director compensation .
Governance Assessment
- Positives: Independent status; service on Audit Committee and as chair of Nominating & Corporate Governance supports board effectiveness and governance oversight; attendance threshold met; clear audit oversight with independent auditor and formal chartered processes .
- Structural concerns: Board chair is an “interested person” and the Board lacks a lead independent trustee; executive sessions occur “as often as necessary,” but absence of a designated lead independent may dilute independent oversight optics .
- Alignment risk: Flanagan reported no beneficial ownership of fund shares as of Dec 31, 2024, and trustee pay is entirely cash‑based, which may weaken “skin‑in‑the‑game” signals absent disclosed ownership guidelines .
- Conflicts: No securities ownership by independent trustees or immediate family in adviser/underwriter or affiliates; charters include processes for related‑party approvals and whistleblower protections, mitigating conflict risks .