Leslie Michelson
About Leslie D. Michelson
Leslie D. Michelson (born 1951) is an independent director of Franklin BSP Capital Corporation (FRBP) and the Board’s designated Lead Independent Director; he has served on the Board since March 2020 and is also deemed an “audit committee financial expert.” He is Chief Executive Officer of Private Health Management and holds a B.A. from Johns Hopkins University (1973) and a J.D. from Yale Law School (1976) . The Board held 10 meetings in 2024; all directors attended at least 75% of Board/committee meetings, though only the CEO attended last year’s annual meeting of stockholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Franklin BSP Lending Corporation (FBLC) | Independent Director; Lead Independent Director (from Feb 2016) | Jan 2011 – Jan 2024 | Lead independent oversight in externally managed BDC structure |
| National Healthcare Properties, Inc. | Independent Director; Non‑Executive Chair | Director since Dec 2015; Chair since Oct 2016 | Board leadership in healthcare REIT |
| The Necessity Retail REIT, Inc. (RTL) | Independent Director | Feb 2017 – May 2023 | Governance oversight during retail REIT transition |
| American Realty Capital — Retail Centers of America, Inc. | Independent Director | Nov 2015 – Feb 2017; Mar 2012 – Oct 2012 | Board member through merger with RTL |
| American Realty Capital Trust, Inc. | Independent Director; Lead Independent Director (from Jul 2012) | Jan 2008 – Jan 2013 | Board member through merger with Realty Income |
| VEREIT, Inc. | Independent Director | Oct 2012 – Apr 2015 | Post‑merger board service |
| American Realty Capital Healthcare Trust, Inc. | Independent Director; Lead Independent Director (from Jul 2012) | Jan 2011 – Jan 2015 | Board member through merger with Ventas, Inc. |
| BDCA Venture, Inc. | Independent Director | Jun 2014 – Jun 2015 | Board member in BDC venture vehicle |
| Business Development Corporation of America II | Independent Director | Aug 2014 – Sep 2016 | Board through liquidation/dissolution |
| Realty Capital Income Funds Trust | Independent Trustee | Apr 2013 – Jan 2017 | Mutual funds oversight |
| G&P Acquisition Corp. | Nominated Independent Director; Audit Committee member | Nominated (date not specified) | Anticipated audit oversight role |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Franklin BSP Private Credit Fund | Independent Director | Current |
| Franklin BSP Real Estate Debt BDC | Director | Current |
| National Healthcare Properties, Inc. | Non‑Executive Chair; Independent Director | Current; Chair since Oct 2016 |
| Global Net Lease, Inc. | Independent Director | Current (as listed in FRBP director table) |
Board Governance
- Lead Independent Director: Michelson serves as Lead Independent Director; responsibilities include chairing executive sessions, acting as liaison between independent directors and the Chair/management, reviewing agendas, and calling meetings of the independents as appropriate .
- Independence: FRBP states that Audit and Nominating & Corporate Governance committees are composed of independent directors under the 1940 Act; Michelson serves on both .
- Audit Committee Financial Expert: The Board determined Michelson (along with other members) is qualified as an “audit committee financial expert” under SEC rules .
- Meetings and Attendance: Board met 10 times in FY2024; Audit Committee met 4 times; Nominating & Corporate Governance met 1 time; Compensation Committee did not meet in FY2024. All directors attended at least 75% of Board/committee meetings; only the CEO attended last year’s annual meeting of stockholders .
| Committee | Michelson Role | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit Committee | Member; Financial Expert | Lee S. Hillman | 4 |
| Nominating & Corporate Governance | Member | Ronald J. Kramer | 1 |
| Compensation Committee | Not a member | Dennis M. Schaney | 0 |
Fixed Compensation
| Component | Amount/Structure | Source |
|---|---|---|
| Annual retainer (independent directors) | $165,000 | |
| Lead Independent Director stipend | $30,000 | |
| Board meeting fee | $2,500 per Board meeting (regular or special) | |
| Committee meeting fee | $1,000 per committee meeting | |
| Committee chair fees | Audit Chair $25,000; Nominating Chair $15,000; Compensation Chair $15,000 | |
| Michelson – 2024 total cash fees | $256,557.87 | |
| Equity plans for directors | None (no stock or option plan; no non‑equity incentive plan or pension for directors) |
Performance Compensation
| Element | Details |
|---|---|
| Stock awards (RSUs/PSUs), option awards | None; the Company does not maintain a stock or option plan for directors |
| Performance metrics tied to director pay | None disclosed; no non‑equity incentive plan for directors |
| Clawback provisions specific to director compensation | Not disclosed in proxy (company discloses a Code of Ethics; not a director compensation clawback) |
Other Directorships & Interlocks
| Company | Role | Potential Interlock Consideration |
|---|---|---|
| Franklin BSP Private Credit Fund | Independent Director | Same sponsor complex (BSP/Franklin) as FRBP |
| Franklin BSP Real Estate Debt BDC | Director | Same sponsor complex as FRBP |
| National Healthcare Properties, Inc. | Non‑Executive Chair | External public REIT leadership role |
| Global Net Lease, Inc. | Independent Director | External public REIT directorship |
FRBP discloses co‑investment exemptive relief and “required majority” independent director approvals for affiliate co‑investments, which relies on independent directors (like Michelson) to police conflicts under set conditions .
Expertise & Qualifications
- Legal and governance credentials: J.D. (Yale Law School, 1976); B.A. (Johns Hopkins University, 1973) .
- Executive experience: CEO, Private Health Management .
- Capital markets/REIT/BDC governance: Extensive board service across REITs and BDCs; designated audit committee financial expert at FRBP .
- Lead Independent Director experience: Leads executive sessions and serves as liaison for independent directors at FRBP .
Equity Ownership
| Holder | Shares Beneficially Owned (Common) | % of Common Outstanding | Dollar Range (Company) | Dollar Range (Fund Complex) |
|---|---|---|---|---|
| Leslie D. Michelson | 9,371 | ~0.0069% (9,371 / 136,195,754) | Over $100,000 | Over $100,000 |
| Reference totals | Common shares outstanding: 136,195,754 | — | NAV per share used for dollar ranges: $14.10 (as of 12/31/2024) | — |
Sources: Michelson shares and footnote “<1%” ; company shares outstanding ; dollar range categorizations and NAV reference [$14.10] . Percentage is analyst calculation from disclosed figures .
Governance Assessment
-
Strengths:
- Lead Independent Director with defined responsibilities; presides over executive sessions and serves as liaison between independents and management .
- Member of Audit and Nominating committees; designated audit committee financial expert under SEC rules .
- Attendance: Board reports all directors met ≥75% attendance threshold for Board/committee meetings in 2024 .
-
Watch items / potential investor perception risks:
- Compensation Committee did not meet in FY2024 despite responsibility to review director compensation and the Administration Agreement; committee oversight cadence warrants monitoring .
- Director compensation is entirely cash‑based; FRBP does not maintain stock or option plans for directors (no equity alignment via grants) .
- Personal ownership is modest relative to shares outstanding (9,371 shares vs. 136.2 million; ~0.0069%) .
- Multiple directorships within the sponsor complex (BSP/Franklin vehicles) create recurring related‑party oversight demands; FRBP relies on independent director approvals and co‑investment protocols to manage conflicts .
- Shareholder engagement signal: only the CEO attended last year’s annual meeting; Michelson did not attend (company encourages but does not require attendance) .
-
Independence and conflict controls:
- Committees on which Michelson serves are comprised solely of independent directors under the 1940 Act; Nominating & Corporate Governance Committee oversees independence and conflicts .
- Co‑investment transactions require “required majority” of eligible independent directors to find terms fair and in stockholders’ best interests .