Michael C. Forman

About Michael C. Forman

Michael C. Forman (age 64) is Chairman, Chief Executive Officer and President of FS Credit Income Fund (ticker: FCREX) and has served as a Trustee since October 2016 and as an officer since 2016; he is deemed an “interested person” due to his role as a controlling person of FS Credit Income Advisor, LLC (the external adviser) . Under his tenure, the fund generated $52.7 million of net investment income in FY 2024 and $22.1 million in the six months ended April 30, 2025; Class I total return was 17.15% in FY 2024 and 1.03% in the six months ended April 30, 2025 . The adviser permanently reduced the advisory fee rate to 1.00% effective December 1, 2024 and contractually waived the fee to 0.00% through December 31, 2025, aligning economics to shareholders during a period of elevated repurchase activity .

Fund performance and income (selected periods):

Past Roles

(Not disclosed in FCREX filings beyond current roles. Skip if not disclosed.)

External Roles

Fixed Compensation

• Trustee compensation policy: Trustees who do not also serve as executive officers of the Fund or the Adviser are entitled to cash retainers, meeting fees, and committee chair retainers based on the Interval Fund Complex’s net assets; these amounts are determined and paid quarterly in arrears . Interested trustees (e.g., Mr. Forman) are not in the group eligible for trustee compensation under this policy .

Director fees actually paid in FY 2024:

• Advisory fee economics (paid to external adviser, not to Mr. Forman personally): advisory fee reduced to 1.00% of average daily gross assets effective Dec 1, 2024 and contractually waived to 0.00% through Dec 31, 2025; administrative reimbursements subject to a 0.25% expense limitation by share class; the Fund accrued $982 of expense reimbursements in 6M FY25 under the Expense Limitation Agreement .

Performance Compensation

• No performance-based compensation structure (e.g., bonus metrics, PSUs/RSUs, options) for FCREX executives or trustees is disclosed in the Fund’s proxy or semi-annual report. Skip if not disclosed.

Equity Ownership & Alignment

Notes:

• The proxy discloses dollar ranges, not exact share counts for Mr. Forman; no pledging or hedging disclosures are provided in these filings. Skip if not disclosed.
• As of April 30, 2025, affiliates of FS Investments and the Board collectively held meaningful positions; the fund notes affiliate ownership may allow significant influence over voting outcomes .

Employment Terms

• No employment agreement, severance, non-compete, or change-in-control provisions disclosed for Mr. Forman in FCREX filings. Skip if not disclosed.

Board Governance

• Board leadership: Mr. Forman serves as Chairman; the Board does not have a lead independent trustee. The Board believes this structure is appropriate given the fund’s size/complexity; independent trustees meet in executive session as needed .
• Independence: Three of four trustees were independent at the time of the proxy; Mr. Forman is an “interested person” due to his affiliation with the Adviser .
• Committees and roles:
  • Audit Committee: Independent members Holly E. Flanagan, Brian R. Ford (Chair), and Tyson A. Pratcher; Mr. Ford is the “audit committee financial expert.” The Audit Committee met eight times in FY 2024 .
  • Nominating & Corporate Governance Committee: Independent members Holly E. Flanagan (Chair) and Brian R. Ford .
• Attendance: Each trustee attended at least 75% of Board and Audit Committee meetings in FY 2024 .
• Director elections: The June 20, 2025 proxy sought shareholder election of two independent trustee nominees (Tyson A. Pratcher, Jack Markell); plurality voting standard; Board recommended FOR .

Compensation Committee Analysis

• The Nominating & Corporate Governance Committee reviews and recommends trustee compensation and related governance practices; it also reviews T&O insurance and fidelity bond coverage annually .
• No separate executive compensation committee exists given the external management structure (fees paid to the Adviser) .

Related Party Transactions and Conflicts

• External advisory model: FS Credit Income Advisor provides investment management and administration; fee reduced to 1.00% effective Dec 1, 2024 and waived to 0.00% through Dec 31, 2025; administrative reimbursements allocated and capped under the Expense Limitation Agreement .
• Affiliate credit facility: On Mar 31, 2025, FCREX entered into a $25 million revolving facility with Franklin Square Holdings, L.P. (FS Investments), maturing Nov 30, 2025, interest-free; average borrowings $9.839 million through Apr 30, 2025 .
• Distribution/12b-1: Certain share classes pay distribution and/or shareholder servicing fees to intermediaries (e.g., 0.75% for Class U; 0.50% for Class U-2; 0.25% for Class T); fees incurred in 6M FY25: Class U $522k; Class U-2 $345k; Class T $3k .
• Co-investment relief: SEC granted a new co-investment order effective Apr 29, 2025, superseding prior relief and allowing negotiated co-investments with affiliates under simplified conditions .

Performance & Track Record (selected fund metrics)

Operational highlights:

• Liquidity management: The Board expanded quarterly repurchase offers to up to 25% (Nov 2024) and up to 8% (Feb/Mar 2025); total shares repurchased 20.53 million across these two offers .
• Portfolio profile: As of Apr 30, 2025, the portfolio was 91% first-lien senior secured loans; top industry exposures include Materials (15%), Capital Goods (13%), and Consumer Services (11%) .

Director Compensation (details)

• Retainer/meeting/committee chair fees scale with Interval Fund Complex net assets; for example, at >$10B, annual cash retainer $250,000; Board/committee meeting fee $1,000; Audit Chair $25,000; Nominating Chair $10,000 (paid quarterly in arrears and allocated by fund net assets) .
• Actual FY 2024 fees paid to each independent trustee shown in Fixed Compensation table above .

Board Service History and Dual-Role Implications

• Board service: Mr. Forman has served as Trustee since October 2016 and as Chairman since 2016 .
• Committees: Mr. Forman does not serve on independent committees; Audit and Nominating committees are fully independent .
• Dual-role considerations: Combining CEO and Chairman centralizes leadership but increases reliance on strong independent oversight; the Board notes no lead independent trustee, though independent trustees meet in executive session as needed .

Investment Implications

• Alignment levers: The advisory fee cut and full waiver through 2025 reduce fee drag and signal sponsor support during elevated redemptions—a positive for distribution coverage and NAV stability if maintained .
• Governance and risk: CEO/Chairman dual role and adviser affiliation require robust committee oversight; the presence of an audit financial expert, independent committees, and updated co-investment relief mitigate some conflict risks .
• Ownership and incentives: Mr. Forman’s personal economic exposure (over $100k in fund shares) and meaningful affiliate holdings align interests but also concentrate voting influence; monitor any changes in affiliate ownership or policies on pledging/hedging when disclosed .
• Watch items: Any modification/extension of the fee waiver, repurchase offer sizing, and distribution policy changes are near-term signals for cash flow management and market sentiment. Board committee composition or leadership changes could also affect governance quality .

Sources: FCREX DEF 14A (June 20, 2025) –; FCREX N‑CSRS (Apr 30, 2025 period) –; FSREI filings referencing Mr. Forman’s external roles ; FSCO N‑CSRS certification .