Stephen S. Sypherd
About Stephen S. Sypherd
Stephen S. Sypherd (age 48) serves as General Counsel and Secretary of FS Credit Income Fund (FCREX) and has held officer roles with the Fund since 2016; he is also General Counsel of FS Investments, the Fund’s adviser, and is listed among the Fund’s executive officers in the latest proxy . His background includes eight years as a corporate and securities attorney at Skadden, Arps; a B.A. in Economics from Villanova University; and a J.D. from Georgetown University Law Center (executive editor, Georgetown Law Journal) . During 2024 the Fund returned 9.52%, outperformed high-yield bonds by 130 bps and leveraged loans by 57 bps, increased monthly distribution rates again in January 2025, and reduced/waived the management fee through 12/31/2025—key context for evaluating governance and alignment during his tenure as chief legal officer .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FS Investments (sponsor/adviser) | Senior Vice President (Dec 2011–Aug 2014); General Counsel (since Jan 2013); Managing Director (since Aug 2014) | 2011–present | Leads legal/compliance across entities and products at FS Investments, supporting fund formation, governance, and regulatory infrastructure . |
| FS Credit Opportunities Corp. (FSCO) | Vice President, Treasurer & Secretary | Since 2013 | Senior officer across another FS-sponsored registered fund, evidencing cross-fund leadership continuity . |
| FS Energy and Power Fund (now FS Specialty Lending Fund) | General Counsel and Secretary | As of May 2020 | Officer role and SEC signatory, demonstrating multi-fund legal oversight experience . |
| Skadden, Arps, Slate, Meagher & Flom LLP | Attorney (Corporate/Securities) | ~8 years (pre-FS) | Large-cap transactional/regulatory experience that underpins governance and disclosure quality . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of the Arts | Trustee; Chair, Audit Committee; member, Executive and Governance Committees | Not disclosed | Governance and financial oversight experience applicable to fund board committee interactions and audit rigor . |
Fixed Compensation
- The Fund discloses compensation only for independent trustees; it does not disclose officer (including General Counsel/Secretary) compensation in the 2025 proxy. Trustee pay scales and actual FY2024 fees are shown below; officer compensation is not presented .
| Trustee | Aggregate Compensation from FCREX (FY2024) | Total Compensation from Fund Complex |
|---|---|---|
| Holly E. Flanagan | $37,200 | $37,200 |
| Brian R. Ford | $42,000 | $42,000 |
| Daniel J. Hilferty III | $27,000 | $27,000 |
| Tyson A. Pratcher | $32,000 | $32,000 |
- Officer roster and terms of service: Officers serve until a successor is elected and qualified, death, resignation, or removal by the Trustee. Stephen S. Sypherd is listed as General Counsel & Secretary among executive officers .
Performance Compensation
- No disclosure for officer incentive metrics, targets, or payouts (e.g., RSUs/PSUs/options, bonus plans, TSR/EBITDA measures) in the Fund’s proxy; the document provides trustee compensation only and lists officers without compensation details .
Equity Ownership & Alignment
- Beneficial ownership is disclosed for trustees/nominees, not officers. As of December 31, 2024, independent trustees/nominees had limited or no holdings (e.g., Pratcher: None; Ford: $10,001–$50,000), and no holdings in adviser/underwriter securities; officer holdings are not shown, so Stephen S. Sypherd’s ownership and any pledging/hedging status are not disclosed .
- Section 16(a) reporting compliance: The Fund states all Reporting Persons (trustees, >10% holders, adviser, and executive officers) complied with ownership reporting requirements for FY2024; individual officer Form 4 data are not presented in the proxy .
Employment Terms
- Role and tenure: Stephen S. Sypherd is the Fund’s General Counsel & Secretary (since 2016) and also General Counsel of FS Investments; he signs the Fund’s SEC filings in his capacity as General Counsel (e.g., 8-Ks dated Aug. 14, 2023; Jun. 6, 2024; Jan. 27, 2025) .
- Contract economics: No severance, change-in-control, retention bonus, or clawback provisions for officers are disclosed in the Fund’s proxy. As Secretary, his office is designated for shareholder nomination communications handling (Secretary forwards recommendations to the Nominating & Governance Committee) .
Additional Context: Fund Performance and Fees (for alignment benchmarking)
| Metric | Value | Period/Effective Date |
|---|---|---|
| Total Return | 9.52% | Calendar 2024 |
| Outperformance vs HY Bonds | +130 bps | Calendar 2024 |
| Outperformance vs Leveraged Loans | +57 bps | Calendar 2024 |
| Management Fee | Lowered to 1.0% on gross assets and waived in entirety through 12/31/2025 | Effective 12/1/2024 |
| Class I Distribution Rate | Increased to 10.03% annualized based on 12/31/2024 NAV; ~16.89% rate increase (Jan 2025) | Jan 2025 |
| Class I Distribution Rate | Increased to 8.54% annualized based on 5/31/2024 NAV; ~9.05% rate increase (Jun 2024) | Jun 2024 |
Investment Implications
- Compensation alignment and insider signals: The proxy does not disclose officer salary/bonus/equity or beneficial ownership for Stephen S. Sypherd; therefore, direct pay-for-performance linkage, vesting calendars, and potential selling pressure cannot be assessed from FCREX filings. Lack of officer-level equity disclosure limits visibility into “skin-in-the-game” for legal leadership .
- Retention and governance quality: Tenure since 2016 across FS-sponsored funds and continued role as SEC signatory suggest continuity in governance and disclosure processes; officers serve at the pleasure of the Board with no disclosed severance/CIC protections at the fund level—neither enhanced retention economics nor golden-parachute risk are evident in the proxy .
- Fund-level alignment context: Shareholder-friendly levers—distribution rate increases, a fee cut and temporary waiver, and competitive returns—improve overall investor alignment and may reflect effective sponsor governance and legal oversight, but these are fund outcomes not directly tied to disclosed officer incentives .
- What to watch: Future DEF 14A/prospectus supplements or Item 5.02 8-Ks for any officer employment agreements, equity grants, clawback policies, or changes to legal leadership; any officer-level Section 16 ownership filings (not presented in the proxy) would clarify alignment and potential trading signals .
Key disclosures used: officer roster/tenure and board committee processes ; trustee compensation and beneficial ownership (trustees/nominees) ; fund returns, fee changes, and distribution increases ; Stephen S. Sypherd’s background and education from related FS-sponsored fund filings ; officer SEC signatory evidence .