Della Clark
About Della Clark
Independent director (Age: 71) serving since February 2023; current Class III term expires at the 2028 annual meeting. President of The Enterprise Center (since 1992); partner at Innovate Capital Growth Fund; Senior Policy Fellow at Ohio University’s Voinovich Center; trustee of Drexel University; co-chair of the Philadelphia Equity Alliance. Education: B.S., American University. Oversees one registered investment company in the fund complex; no other public company directorships in the past five years.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Enterprise Center | President | Since 1992 | Leads mission to cultivate and invest in minority entrepreneurs |
| Innovate Capital Growth Fund | Partner | Not disclosed | Growth equity investing in minority and women-owned lower middle market businesses |
| George V. Voinovich Center (Ohio University) | Senior Policy Fellow | Not disclosed | Leadership and public affairs engagement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Philadelphia Equity Alliance | Board member; Co-Chair | Not disclosed | Community equity initiatives |
| Drexel University | Trustee | Not disclosed | University governance |
| Fund Complex (FS Investments) | Oversees registered investment companies | One | Governance oversight across the complex |
| Other public company directorships (past 5 years) | None | — | No public company interlocks |
Board Governance
- Independence: The Board determined Ms. Clark is an independent director under NYSE rules and not an “interested person” under the 1940 Act.
- Committee assignments: Member, Nominating and Corporate Governance Committee (with Keith Bethel and Robert N.C. Nix; committee held 1 meeting in FY2024).
- Board meetings and attendance: Board met 6 times in FY2024; each director attended at least 75% of Board and committee meetings on which they served.
- Lead independent director: Walter W. Buckley, III serves as Lead Independent Director.
- Executive sessions: The Chief Compliance Officer meets separately in executive session with independent directors at least annually.
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer | $100,000 | Paid quarterly in arrears to independent directors |
| Board Meeting Fee (per meeting) | $2,500 | Paid for quarterly Board and other meetings |
| Committee Meeting Fee (per meeting) | $1,000 | Paid for committee meetings |
| Nominating & Corporate Governance Committee Chair Retainer | $15,000 | Chair only (committee members receive meeting fees) |
| Audit Committee Chair Retainer | $20,000 | Chair only |
| Lead Independent Director Retainer | $25,000 | Applies to Lead Independent Director (Buckley) |
| Della Clark – Total Fees from Company (FY2024) | $111,000 | Cash only; same total from Fund Complex |
Performance Compensation
| Metric | Status | Detail |
|---|---|---|
| Equity awards (RSUs/PSUs/Options) | None disclosed | Director compensation consists of cash retainers and meeting/committee chair fees; no equity grants described |
| Performance-based pay (bonus/metrics) | None disclosed | No director performance metrics (e.g., TSR, EBITDA) specified for director pay |
| Clawbacks/COC/Severance | Not applicable | No director-specific severance or change-in-control terms disclosed |
Directors do not receive equity-linked or performance-tied compensation at FSCO; compensation decisions are based on comparable closed-end fund data and may use consultants.
Other Directorships & Interlocks
| Category | Item | Status |
|---|---|---|
| Public company boards (past 5 years) | Other public directorships | None |
| Fund complex oversight | Registered investment companies overseen | One |
| Shared directorships with competitors/suppliers/customers | Interlocks | Not disclosed in proxy |
Expertise & Qualifications
- Domain leadership in minority entrepreneurship and growth equity investing, reflecting community economic development and capital formation expertise.
- Governance experience via board/trustee roles at civic and academic institutions (Philadelphia Equity Alliance; Drexel University).
- Academic credential: B.S. from American University.
Equity Ownership
| Metric | Value |
|---|---|
| Common shares beneficially owned (as of May 1, 2025) | 8,368 |
| Ownership vs. shares outstanding | Less than 1% (198,355,867 common shares outstanding) |
| Dollar range of equity owned | $50,001–$100,000 |
| Options (exercisable/unexercisable) | None currently exercisable within 60 days |
| Hedging/monetization policy | Hedging or similar transactions prohibited without prior approval of the Chief Compliance Officer |
| Pledging | Not addressed; no pledging disclosure in proxy |
Governance Assessment
- Strengths: Independent director; active on Nominating & Corporate Governance Committee; satisfactory attendance (≥75%); participation in annual independent director executive sessions via CCO.
- Alignment: Owns 8,368 shares with disclosed dollar range $50,001–$100,000; no equity options; policy restricts hedging, supporting alignment.
- Compensation structure: Cash-only director pay (no equity grants or performance metrics), reducing potential pay-for-performance alignment but consistent with closed-end fund practices.
- Conflicts/Related-party exposure: Proxy’s related-party section focuses on Adviser arrangements and co-investment exemptive relief; no director-specific related-party transactions involving Ms. Clark are described.
- Risk indicators: No Section 16(a) delinquency reported for Ms. Clark in FY2024; Board risk oversight and CCO reporting structure in place.
Overall, Ms. Clark appears independent and engaged, with committee participation and adequate attendance; however, the cash-only compensation design and modest share ownership limit direct pay-for-performance linkage, a common dynamic in externally managed closed-end funds.