George Talarico
About George Talarico
George Talarico has served as Chief Compliance Officer (CCO) of Franklin BSP Capital Corporation (FRBP) since January 2024, with an indefinite term of office. He is a Director at ACA Global (f/k/a Foreside Financial Group) and serves as CCO for registered investment advisers (RIAs) and registered investment companies (RICs), including BDCs; ACA Global has served as CCO of the Company since inception. He previously was General Counsel and Managing Director at Alaric Compliance Services and earlier a partner and office managing partner at the AmLaw 100 law firms Thacher Proffitt & Wood and Locke Lord; he is licensed in NY and NJ. He holds a B.S. in Civil Engineering (Lehigh University), an M.S. in Civil Engineering (New Jersey Institute of Technology), and a J.D. (Fordham University School of Law). Year of birth: 1957. FRBP does not directly compensate its executive officers, and the proxy contains no executive-specific performance metrics or CD&A; the company is externally managed with adviser fees tied to fund-level income and capital gains, not to individual officer KPIs.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alaric Compliance Services | General Counsel and Managing Director | — | Led legal/compliance advisory; experience with RIAs, BDCs, interval and private funds, mock exams, compliance testing, and annual reviews. |
| Thacher Proffitt & Wood (AmLaw 100) | Partner; Office Managing Partner; Co-chair, Products Liability; Board Member; Office Ethics Officer | — | Senior leadership and ethics oversight at a major law firm. |
| Locke Lord (f/k/a Edwards Angell Palmer & Dodge) (AmLaw 100) | Partner | — | Senior legal practitioner; governance and ethics responsibilities. |
Note: Specific years were not disclosed in FRBP’s proxy materials.
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ACA Global (f/k/a Foreside Financial Group) | Director; CCO for RIAs and RICs, including BDCs | — | Provides outsourced CCO function; ACA has served as FRBP’s CCO since inception. |
Fixed Compensation
FRBP’s executive officers (including the CCO) do not receive any direct compensation from FRBP; the Company has no executive compensation policy or program and therefore provides no CD&A or say‑on‑pay vote.
| Component | Amount/Status | Source |
|---|---|---|
| Base Salary | Not paid by FRBP (no direct executive compensation) | |
| Target Bonus % | Not applicable (no program) | |
| Actual Bonus Paid | Not applicable | |
| Director/Officer Stock or Option Plan | Company does not maintain stock or option plans for directors; executive officers not directly compensated |
Performance Compensation
FRBP does not operate an executive incentive plan for its officers; there are no company-granted RSUs/PSUs/options or disclosed pay-for-performance metrics for executives.
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Company executive incentive plan | — | — | — | Not applicable (executives not directly compensated) | — |
| Options/RSUs/PSUs | — | — | — | Company does not grant options; no executive equity plan disclosed | — |
Context: As an externally managed BDC, FRBP compensates its Adviser via management and incentive fees tied to Pre‑Incentive Fee Net Investment Income and cumulative capital gains at the fund level (17.5% over a 6% annualized preferred return and a 17.5% capital gains incentive, respectively). These are not officer‑specific incentives.
Equity Ownership & Alignment
| As-of Date | Holder | Common Shares Beneficially Owned | % of Common | Preferred Shares | % of Preferred | Notes |
|---|---|---|---|---|---|---|
| Apr 4, 2024 | George Talarico | — | — | — | — | Listed among officers with no reported beneficial ownership. |
| Record Date (2025 Proxy) | George Talarico | Not listed in officer ownership lines | — | — | — | 2025 table lists certain execs with holdings; Talarico not shown. |
- Stock ownership guidelines for executives: Not disclosed in the proxy.
- Pledging/hedging: The proxy references an insider trading policy filed as an exhibit to the 2024 Form 10‑K but does not detail hedging/pledging prohibitions in the proxy text.
- Vested vs. unvested equity; in‑the‑money options; pledged shares: Not applicable/not disclosed (no company equity awards to executives).
Employment Terms
| Term | Detail | Source |
|---|---|---|
| FRBP Officer Role | Chief Compliance Officer | |
| Start Date | January 2024 | |
| Term Length | Indefinite | |
| Employer/Capacity | Director at ACA Global; ACA serves as outsourced CCO to FRBP (since inception) | |
| Direct Compensation by FRBP | None | |
| Severance | Not disclosed | |
| Change-of-Control | Not disclosed | |
| Clawback | Not disclosed for executives; proxy references a Code of Ethics and insider trading policy | |
| Non-compete/Non-solicit | Not disclosed | — |
Compensation Committee and Governance Context
- Compensation Committee members (FY 2024): Schaney (Chair), Rendell, Hillman; Committee did not meet in FY 2024 given no direct executive compensation.
- Director compensation framework (for context): Independent directors receive cash retainers and meeting fees; company does not maintain a stock or option plan for directors.
- Board structure: CEO chairs the Board; lead independent director is Leslie D. Michelson.
- Insider trading policy: Filed as Exhibit 19.1 to the 2024 Form 10‑K; operates in conjunction with Adviser code and 17j‑1 code.
Expertise & Qualifications
- Licensed attorney (NY and NJ).
- Extensive compliance leadership across RIAs, RICs, BDCs; experience conducting mock exams, compliance testing, and annual reviews.
- Education: B.S. (Lehigh University), M.S. (NJIT), J.D. (Fordham University).
- Year of Birth: 1957.
Investment Implications
- Pay-for-performance alignment at the officer level is limited: FRBP provides no direct cash or equity compensation to executive officers, and there are no disclosed executive performance metrics or equity vesting schedules; thus, there is minimal executive-driven insider selling pressure or equity-based retention leverage specific to the CCO role.
- Ownership alignment appears de minimis for Talarico: 2024 proxy shows no reported beneficial ownership; he is not listed with holdings in the 2025 ownership table excerpt, suggesting limited direct stock alignment.
- Retention risk is tied to third-party engagement: The CCO function is outsourced to ACA Global, which has served in this capacity since inception; continuity depends on FRBP’s ongoing engagement with ACA rather than company-level employment contracts or severance economics for the individual.
- Trading signals: Absence of company equity grants and lack of reported insider ownership for Talarico reduce the utility of insider activity as a signal for this role; governance and compliance continuity remains the primary consideration, while overall incentive economics at FRBP operate through adviser-level fee structures rather than executive pay plans.