Dennis Schaney
About Dennis M. Schaney
Dennis M. Schaney, 68, has served as an independent director of Franklin BSP Capital Corporation since March 2020; he is currently Chair of the Compensation Committee and a member of the Nominating & Corporate Governance Committee . He previously held senior leadership roles in leveraged finance and fixed income at Morgan Stanley Investment Management, Credit Suisse Asset Management, BlackRock Financial Management, Merrill Lynch, First Boston, and Standard & Poor’s; he holds a B.S. in Psychology from the University of Bridgeport and an M.S. in Finance from Fairfield University . He also serves as an independent director of Franklin BSP Private Credit Fund and served on the board of Franklin BSP Lending Corporation until January 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley Investment Management | Managing Director; Head of High Yield & Leveraged Loans; Co-Head Morgan Stanley Credit Partners | Retired 2010 | Led leveraged loan, high yield bond, mezzanine across multiple fund structures |
| Credit Suisse Asset Management | Managing Director; Global Head of Fixed Income; Executive Committee; Management Committee | 2003–2007 | Oversaw global fixed income teams and governance bodies |
| BlackRock Financial Management | Founder, Leveraged Finance Group; co-headed credit research; led Magnetite CLO/CBO effort | 1990s | Built leveraged finance platform and alternative credit products |
| Merrill Lynch | Global Head of Corporate & Municipal Bond Research; sector analyst | 1988–1997 | Led research across corporate/municipal; sector coverage media/entertainment/cable |
| First Boston Corporation | Vice President | 1980s | Corporate restructuring and credit advisory services |
| Standard & Poor’s | Rating Officer | 1980s | Credit ratings experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Franklin BSP Private Credit Fund | Independent Director | Current | Fund complex directorship |
| Franklin BSP Lending Corporation | Director | Until Jan 2024 | Departed January 2024 |
| Principal Occupation | Retired | Current | As disclosed in directors table |
Board Governance
- Committees: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee; not listed as an Audit Committee member .
- Compensation Committee: Established March 6, 2024; members Schaney (Chair), Rendell, Hillman; did not meet in fiscal 2024; responsibilities include reviewing the Administration Agreement with BSP, recommending director compensation, and other assigned duties .
- Nominating & Corporate Governance Committee: Members Kramer (Chair), Michelson, Rendell, Schaney; one meeting held in fiscal 2024 .
- Independence: Directors on Schaney’s committees are independent for purposes of the Investment Company Act of 1940; the Board maintains majority independence per the 1940 Act .
- Executive Sessions: Independent directors meet in executive sessions at the conclusion of each regularly scheduled Board meeting; presided over by Lead Independent Director Leslie Michelson .
- Attendance: Board held 13 meetings in FY2023 and 10 in FY2024; all directors attended at least 75% of Board and committee meetings; only Mr. Byrne attended the most recent annual meeting of stockholders (implying Schaney did not) .
- Family Relationships: None among directors and executive officers .
Fixed Compensation
| Director Fees Earned (FY2024) | Amount (USD) |
|---|---|
| Dennis M. Schaney – Fees Earned or Paid in Cash | $236,118.31 |
| FY2024 Director Fee Schedule | Amount (USD) |
|---|---|
| Annual retainer (independent directors) | $165,000 |
| Board meeting fee (per meeting) | $2,500 |
| Committee meeting fee (per meeting) | $1,000 |
| Lead Independent Director annual fee | $30,000 |
| Audit Committee Chair annual fee | $25,000 |
| Nominating & Corporate Governance Chair annual fee | $15,000 |
| Compensation Committee Chair annual fee | $15,000 |
| Fee Schedule Evolution | FY2023 | FY2024 |
|---|---|---|
| Annual retainer | $90,000 | $165,000 |
| Board meeting fee | $1,500 | $2,500 |
| Committee meeting fee | $750 | $1,000 |
| Lead Independent Director | $15,000 | $30,000 |
| Audit Chair | $15,000 | $25,000 |
| Nominating Chair | $5,000 | $15,000 |
| Compensation Chair | Not disclosed (committee not yet formed) | $15,000 |
Performance Compensation
| Component | Status | Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | None | Company does not maintain a stock or option plan for directors |
| Option awards | None | No option plan; no timing policy applicable |
| Non‑equity incentive plan | None | Company has no non‑equity incentive plan for directors |
| Pension/SERP | None | Company does not maintain a pension plan for directors |
| Performance metrics tied to director pay | Not applicable | Compensation is cash‑based fixed/meeting/chair fees |
| Clawbacks/COC/Severance | Not disclosed | No director‑specific provisions disclosed in proxy |
Other Directorships & Interlocks
| Category | Company | Role | Interlock/Relationship |
|---|---|---|---|
| Fund complex | Franklin BSP Private Credit Fund | Independent Director | Affiliate of BSP (Company’s Adviser) |
| Prior fund complex | Franklin BSP Lending Corporation | Director (until Jan 2024) | Affiliate of BSP; service ended Jan 2024 |
| Public company boards | None disclosed | — | No public co directorships listed for Schaney |
Expertise & Qualifications
- Deep leveraged finance leadership: headed high yield and leveraged loans; founded leveraged finance at BlackRock; co-led credit research; extensive CLO/CBO product work .
- Senior fixed income oversight: Global Head of Fixed Income at Credit Suisse Asset Management; executive and management committees .
- Broad credit research pedigree: Merrill Lynch Global Head of Corporate/Muni Bond Research; prior S&P rating officer .
- Education aligned to finance: B.S. Psychology (University of Bridgeport); M.S. Finance (Fairfield University) .
Equity Ownership
| Beneficial Ownership (Record Date) | Common Shares | % of Common | Preferred Shares | % of Preferred |
|---|---|---|---|---|
| FY2024 (Record Date: Apr 4, 2024) | — | — | — | — |
| FY2025 (Record Date disclosed) | — | — | — | — |
| Dollar Range of Securities Beneficially Owned | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Company equity (FRBP) | None | None | None |
| Fund complex equity | None | None | None |
Governance Assessment
- Independence and qualifications: Schaney is independent under the 1940 Act and brings seasoned credit and leveraged finance expertise, strengthening risk oversight and investment governance .
- Committee leadership: As Compensation Committee Chair, he is responsible for director compensation and annual review of the Administration Agreement with BSP; however, the committee did not meet in FY2024, which is a governance effectiveness concern given its remit .
- Engagement: Board met 13 times in FY2023 and 10 times in FY2024 with ≥75% attendance by all directors; Schaney did not attend the most recent annual meeting (only Byrne did), a minor investor‑relations signal to monitor .
- Alignment: Director pay is 100% cash; FRBP does not grant equity or options to directors, and Schaney reports no equity ownership in FRBP or the fund complex—limited “skin‑in‑the‑game” alignment for investors .
- Interlocks and potential conflicts: Schaney’s current and prior roles on BSP‑affiliated vehicles (FBPCF; FBLC until Jan 2024) create perceived interlocks with the Adviser; related‑party transactions require majority independent director approval under Board policy .
- Board processes: Independent directors hold executive sessions at each regular meeting led by the Lead Independent Director (Michelson), supporting independent oversight .
RED FLAGS
- Compensation Committee did not meet in FY2024 despite responsibilities to review the Administration Agreement and director compensation—raises concerns about compensation oversight rigor .
- No director equity participation and no personal FRBP holdings (“None”)—low ownership alignment relative to investor expectations .
- Adviser affiliation interlocks (FBPCF; prior FBLC) may introduce perceived conflicts; ensure robust application of related‑party approval policies .