Barbara J. Fouss
About Barbara J. Fouss
Independent director (Age: 55) serving on FS Credit Opportunities Corp.’s Board since November 2013; current Class I term runs through the 2026 annual meeting . Background spans commercial credit risk and underwriting leadership at Sun National Bank, risk specialization at Provident Bank (Jan 2020–Mar 2022), and prior investment banking in the Energy & Power group at Wachovia Securities; currently Executive Director of the Gravina Family Office; B.S. in Business Administration from Georgetown University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Provident Bank | Risk Specialist | Jan 2020 – Mar 2022 | Risk oversight and credit specialization |
| Sun National Bank (subsidiary of Sun Bancorp, Inc.) | Director of Strategic Initiatives | Dec 2012 – Mar 2013 | Strategic projects execution |
| Sun National Bank | Chief Credit Policy Officer | Aug 2011 – Nov 2012 | Credit policy leadership |
| Sun National Bank | Deputy Chief Credit Policy Officer | Mar 2008 – Jul 2011 | Credit policy support |
| Sun National Bank | SVP & Senior Credit Officer | 2003 – 2008 | Senior credit leadership |
| Wachovia Securities (now Wells Fargo) | VP, Energy & Power Investment Banking | 2000 – 2003 | Energy & Power coverage |
| FS Global Credit Opportunities Fund – A/D/T/ADV/T2 (pre-merger vehicles) | Trustee | Nov 2013/Feb 2016/Mar 2017 – Dec 2020 | Boards merged into FSCO in Dec 2020 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gravina Family Office | Executive Director | Current | Family office executive leadership |
Board Governance
- Independence: The Board determined Ms. Fouss is independent under the 1940 Act and NYSE standards; 6 of 7 directors (including Fouss) are independent .
- Committees: Audit Committee member; Audit is fully independent. Audit Committee chaired by Philip E. Hughes, Jr. (designated “financial expert”); members: Hughes (Chair), Robert N.C. Nix, III, and Barbara J. Fouss .
- Nominating & Corporate Governance Committee: Members are Keith Bethel, Della Clark, and Robert N.C. Nix, III (Fouss is not a member) .
- Attendance: Board met 6 times in FY2024; each director attended at least 75% of Board and committee meetings during the period served .
- Lead Independent Director: Walter W. Buckley, III serves as Lead Independent Director .
- Executive sessions/compliance engagement: The Chief Compliance Officer meets separately in executive session with independent directors at least annually and provides quarterly compliance reporting to the Board .
Board & Committee Activity (FY2024)
| Body | Meetings Held | Attendance (Fouss) |
|---|---|---|
| Board of Directors | 6 | ≥75% (for all directors) |
| Audit Committee | 8 | ≥75% (for all directors) |
| Nominating & Corporate Governance Committee | 1 | Not a member |
Fixed Compensation
Director pay is cash-only; no equity grants. Fee schedule (paid quarterly in arrears): annual board retainer $100,000; lead independent retainer $25,000; board meeting fee $2,500; committee chair retainers: Audit $20,000, Nominating $15,000; committee meeting fee $1,000 .
| Component | Amount (USD) |
|---|---|
| Annual Board Retainer | $100,000 |
| Board Meeting Fee (per meeting) | $2,500 |
| Committee Meeting Fee (per meeting) | $1,000 |
| Audit Chair Retainer | $20,000 |
| Nominating & Governance Chair Retainer | $15,000 |
| Lead Independent Director Retainer | $25,000 |
FY2024 compensation received:
- Fees earned or paid in cash by FSCO to Barbara J. Fouss: $114,000 .
| Director | FY2024 Fees from FSCO | FY2024 Total from Fund Complex |
|---|---|---|
| Barbara J. Fouss | $114,000 | $114,000 |
Notes: Directors also receive reimbursement of reasonable, authorized business expenses for in-person meetings .
Performance Compensation
There is no performance-based compensation for directors (no bonus, options, or PSU/RSU programs disclosed for directors) .
| Performance Metric | Weight/Target | Result/Impact |
|---|---|---|
| Not applicable (director compensation is fixed cash fees) | N/A | N/A |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current Public Company Directorships | None |
| Registered Investment Companies Overseen in Fund Complex | One (FSCO) |
| Prior Boards (FS complex) | Trustee of FS Global Credit Opportunities Fund – A, – D, – T, – ADV, – T2 until Dec 2020 merger into FSCO |
Expertise & Qualifications
- Credit risk leadership and underwriting policy (Sun National Bank senior credit roles) .
- Risk specialization at a regional bank (Provident) .
- Investment banking experience in Energy & Power (Wachovia) .
- Education: B.S. in Business Administration, Georgetown University .
Equity Ownership
| Item | Value |
|---|---|
| Common Shares Beneficially Owned (as of May 1, 2025) | 27,134.221 shares |
| Ownership as % of Outstanding | ~0.0137% (27,134.221 / 198,355,867) based on shares outstanding as of May 1, 2025 |
| Dollar Range of Beneficial Ownership | Over $100,000 |
| Options (Exercisable within 60 days) | None (“There are no Shares subject to options that are currently exercisable or exercisable within 60 days”) |
| Hedging/Pledging | Hedging/monetization transactions prohibited without prior approval of the Chief Compliance Officer (policy applies to directors) |
Insider Trades and Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) Compliance (FY2024) | Company reports one late Form 4 filing in FY2024 (by R.N.C. Nix, III); no other late filings reported, implying no delinquencies for Ms. Fouss |
Potential Conflicts & Related-Party Exposure (Context)
- Independence: Board affirmatively determined Ms. Fouss had no material business/professional relationship with FSCO or the Adviser within the past two years outside her director role .
- Externally managed structure: Adviser receives management and incentive fees; FY2024 fees: management $29.351 million, incentive $19.136 million; administration expenses $4.018 million; Board reviews allocation methodologies and reasonableness versus peers annually .
- Co-investment framework: New exemptive order effective April 29, 2025 increases flexibility for co-investments across affiliated funds; Board oversight implied; not director-specific but relevant to governance risk/controls .
Governance Assessment
- Strengths
- Independence and tenure: Independent since appointment (2013); extensive credit and risk background adds depth to Audit Committee oversight .
- Audit governance: Serves on fully independent Audit Committee; committee met 8 times in FY2024; Board reported all directors met ≥75% attendance thresholds .
- Ownership alignment: Holds 27,134.221 shares with “Over $100,000” dollar range; no option incentives that could misalign risk; hedging restricted absent CCO approval .
- Watch items
- Externally managed fee model and adviser affiliations require sustained director oversight (management/incentive fees; administrative cost allocations; co-investment processes) .
- No disclosed director equity grant program; alignment derives from voluntary share ownership and cash retainers rather than structured stock ownership guidelines (no guidelines disclosed) .
- Red flags
- None specific to Ms. Fouss disclosed (no related-party transactions, no Section 16 delinquencies cited for her; independence affirmed) .
Overall: Ms. Fouss brings credit risk and banking expertise to the Audit Committee, maintains independent status with sustained attendance, and demonstrates meaningful personal share ownership. The primary governance risk is structural (external management and affiliated co-investments) requiring continued active oversight, rather than person-specific concerns .