Ronald Kramer
About Ronald J. Kramer
Independent director since March 2020 and chair of the Nominating and Corporate Governance Committee. Background includes CEO of Griffon Corporation (NYSE: GFF) since April 2008, Chairman since January 2018, and director since 1993; previously President and director of Wynn Resorts, Ltd. (NASDAQ: WYNN) from 2002–2008; earlier Managing Director at Dresdner Kleinwort Wasserstein/Wasserstein Perella & Co. (1999–2001). Education: BS, Wharton School (University of Pennsylvania); MBA, New York University. Year of birth: 1958; designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wynn Resorts, Ltd. (NASDAQ: WYNN) | President and Director | 2002–2008 | Senior leadership of a developer/owner/operator of destination casino resorts |
| Dresdner Kleinwort Wasserstein / Wasserstein Perella & Co. | Managing Director | 1999–2001 | Investment banking leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Griffon Corporation (NYSE: GFF) | Chief Executive Officer; Chairman; Director | CEO since Apr 2008; Chairman since Jan 2018; Director since 1993 | Operating and board leadership of diversified holding company |
| Franklin BSP Private Credit Fund | Director; Chair of Nominating & Governance Committee | Current | Governance leadership within the fund complex |
| Douglas Elliman, Inc. | Director | Listed as of 2024 proxy | External director (as of 2024 Proxy) |
| Franklin BSP Lending Corporation (FBLC) | Director; Chair of Nominating & Corporate Governance Committee | Oct 2016–Jan 2024 | Governance leadership through January 2024 |
Board Governance
| Item | Detail |
|---|---|
| Board class and term | Class III director; term to 2026 annual meeting per current classification scheme |
| Independence | Independent under the Investment Company Act of 1940 (applies to Audit and Nominating committees) |
| Committee memberships | Audit Committee member; Nominating & Corporate Governance Committee Chair; not on Compensation Committee |
| Audit committee financial expert | Designated as “audit committee financial expert” |
| FY2024 Board meetings | 10 board meetings held; all directors attended at least 75% of board and committee meetings |
| Committee meeting cadence (FY2024) | Audit: 4 meetings; Nominating & Corporate Governance: 1 meeting; Compensation: did not meet |
| Executive sessions and risk oversight | Independent directors meet with CCO periodically (no less than annually); committee-specific risk oversight roles defined |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees earned or paid in cash (FRBP only) | $201,916.67 | $241,887.54 |
| Annual retainer (independent directors) | $165,000 | $165,000 |
| Meeting fees | $2,500 per Board meeting; $1,000 per committee meeting | $2,500 per Board meeting; $1,000 per committee meeting |
| Chair fees applicable to Kramer | Nominating & Corporate Governance Chair: $15,000 | Nominating & Corporate Governance Chair: $15,000 |
| Notes | No stock, option, non-equity incentive, or pension plans for directors | No stock, option, non-equity incentive, or pension plans for directors |
Performance Compensation
| Component | Status | Details |
|---|---|---|
| Equity awards (RSUs/PSUs) | None | Company does not maintain stock or option plan for directors |
| Stock options | None | No options for directors |
| Performance-based cash bonus | None | Director compensation structured as fixed fees and meeting/chair fees; no performance metrics disclosed |
| Performance metrics | N/A | No revenue/EBITDA/TSR-linked director pay metrics disclosed |
Other Directorships & Interlocks
| Company | Relationship to FRBP | Potential Interlock/Conflict Consideration |
|---|---|---|
| Griffon Corporation (NYSE: GFF) | Unrelated operating company; Kramer is CEO/Chairman/Director | No FRBP-related transactions disclosed; general external leadership role |
| Franklin BSP Private Credit Fund | Part of Adviser’s fund complex | Shared governance within BSP-affiliated funds; standard BDC/fund complex interlock |
| Douglas Elliman, Inc. | External public company (as of 2024 proxy) | External board; no FRBP related-party transactions disclosed in proxy |
| FBLC (through Jan 2024) | BSP-affiliated lending entity | Historical affiliation; ended Jan 2024 |
Expertise & Qualifications
- CEO/Chairman experience at a NYSE-listed diversified holding company; prior casino resort executive; investment banking background .
- Audit Committee financial expert designation; deep financial oversight credentials .
- Governance leadership as Nominating & Corporate Governance Committee Chair at FRBP and FBPCF; prior chair at FBLC .
- Education: BS (Wharton), MBA (NYU) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Common | Preferred Shares Beneficially Owned | % of Preferred | Dollar Range (FRBP) | Dollar Range (Fund Complex) |
|---|---|---|---|---|---|---|
| Ronald J. Kramer | — | — | — | — | None | None |
| Record-date totals (context) | 136,195,754 common; 77,500 preferred outstanding | — | — | — | — | — |
Notes:
- “—” indicates no beneficial ownership reported; dollar range “None” confirms lack of holdings .
- Dollar ranges based on NAV per share $14.10 as of December 31, 2024 .
Governance Assessment
- Strengths: Independent director with audit committee financial expert status; serves as Chair of Nominating & Corporate Governance; Audit Committee met 4× in FY2024; all directors met minimum attendance threshold; structured risk oversight across Board and committees .
- Alignment concern: No FRBP equity ownership (dollar range “None”), and company does not provide equity-based director compensation—limited “skin-in-the-game” could be perceived as weaker alignment versus typical public companies that grant equity to directors .
- Committee cadence: Nominating Committee met once in FY2024; Compensation Committee did not meet in FY2024—could suggest low cadence of governance/comp oversight activity, though FRBP executives receive no direct compensation from the Company, reducing Compensation Committee workload .
- Related-party safeguards: Transactions >$120,000 with related parties require Board approval by a majority of independent directors; co-investment exemptive relief requires “required majority” conclusions on fairness and alignment; Audit Committee pre-approves auditor services; Codes of Ethics and insider trading policies are in place .
Overall investor confidence signal: Kramer brings substantial operating and financial oversight expertise and chairs the governance committee, but absence of equity ownership and low Nominating cadence may warrant engagement on director ownership policies and committee workload/charters .
Insider Trades
| Date | Form | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| Not disclosed in DEF 14A | — | — | — | — | Proxy statements do not include Form 4 transactions; refer to Section 16 filings for details |
Related Party Transactions (Context)
- The proxy incorporates by reference FRBP’s Form 10-K (Mar 14, 2025) for related party transactions and agreements; Board policy requires Board review and majority independent approval for related-party transactions above $120,000 .
- Investment Advisory Agreement with the Adviser (Franklin BSP Capital Adviser L.L.C.) includes base management fee (1.50% of average gross assets, with 1.00% rate for assets purchased with borrowings above 1.0x debt-to-equity) and incentive fees on income and capital gains per stated thresholds; Administration Agreement with BSP provides facilities/services; SEC exemptive order permits co-investments subject to “required majority” determinations .
Compensation Committee Analysis (FRBP Context)
- Committee composition (FY2024): Schaney (Chair), Rendell, Hillman; did not meet in FY2024 because FRBP executive officers receive no direct compensation from FRBP .
- Independent consultant usage, peer group, and target percentiles: Not disclosed in proxy .
Say-on-Pay & Shareholder Feedback
- Say-on-pay history and shareholder proposal voting outcomes: Not disclosed in proxy; governance documents and stockholder proposal procedures detailed, including nomination requirements and submission protocols .