Edward T. Gallivan, Jr.
About Edward T. Gallivan, Jr.
Edward T. Gallivan, Jr. is Chief Financial Officer of FS Credit Opportunities Corp. (FSCO) and has served in this role since 2018. He is 63 and holds a B.S. in Business Administration (Accounting) from Stonehill College; prior roles include director of financial reporting at BlackRock, assistant treasurer of mutual funds at State Street Research & Management, and auditor at PwC, where he practiced as a certified public accountant. He also serves as CFO of certain other funds sponsored by FS Investments. As context on fund performance during his tenure, FSCO increased its monthly distribution to $0.0678 in June 2025 (up ~59.5% vs. the time of the NYSE listing in Nov 2022) and reported estimated 2025 YTD total return of 7.2% on NAV and 10.8% on market price through May 30, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BlackRock | Director of Financial Reporting | Not disclosed | Senior financial reporting leadership at a global asset manager |
| State Street Research & Management | Assistant Treasurer (Mutual Funds) | Not disclosed | Fund treasury/controls for mutual funds |
| PwC | Auditor (Certified Public Accountant) | Not disclosed | Foundation in audit and accounting; CPA practice experience |
| FS Energy & Power Fund (FS Investments platform) | Chief Financial Officer / Treasurer (signed SEC certifications/agreements) | By at least 2018 | Executive financial oversight and financing documentation for affiliated fund entities |
External Roles
- None disclosed in FSCO proxy statements for Mr. Gallivan (biography lists internal FS Investments roles; no external directorships noted) .
Fixed Compensation
- FSCO is externally managed; executive officers, including the CFO, do not receive any direct compensation from FSCO. Executive services are provided by employees of the Adviser (FS Global Advisor, LLC) and its affiliates; FSCO reimburses the Adviser for its allocable costs under the Advisory and Administration Agreements .
- The Board does not maintain a standing compensation committee because executive officers receive no direct compensation from FSCO; director compensation (independent directors) is handled by the Board with reference to comparable funds .
| Item | FSCO Disclosure (most recent) |
|---|---|
| Base salary | No direct company-paid salary; executives are Adviser employees |
| Target/Actual bonus | No direct company-paid bonus; executives are Adviser employees |
| Equity awards (RSUs/PSUs) | None disclosed at company level for executives |
| Options | No shares subject to options currently exercisable within 60 days as of proxy record dates |
| Perquisites/Pension/Deferred comp | Not applicable at company level; executives are Adviser employees |
Performance Compensation
- Company-level executive incentive plans are not applicable; executive officers are compensated by the Adviser. FSCO’s fee structure to the Adviser is the primary economic alignment mechanism at the fund level:
- Base management fee: 1.35% of average daily gross assets, payable quarterly in arrears .
- Incentive fee: Based on pre-incentive fee net investment income (NII), with a quarterly 1.50% preferred return on net assets (6.00% annualized), a catch-up to 1.667% (6.667% annualized), and 10% thereafter .
| Metric/Plan | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Fund-level Incentive Fee on Pre-Incentive Fee NII (Adviser economics) | Not applicable | 1.50% quarterly preferred return on NAV; catch-up to 1.667% | 10% of pre-incentive fee NII above thresholds (0% below hurdle; 100% catch-up between 1.50%–1.667%; 10% thereafter) | Calculated and paid quarterly in arrears |
Equity Ownership & Alignment
- Beneficial Ownership: Mr. Gallivan is not listed with beneficial ownership of FSCO common shares in the company’s ownership tables across the last three proxies (dashes shown for his row).
| Holder | Metric | As of May 1, 2023 | As of May 1, 2024 | As of May 1, 2025 |
|---|---|---|---|---|
| Edward T. Gallivan, Jr. | Common Shares Beneficially Owned | — | — | — |
| Edward T. Gallivan, Jr. | % of Shares Outstanding | < 1% (table notes “* Less than one percent”) | < 1% | < 1% |
- Hedging/Pledging/Personal Trading: Company policy prohibits trading while in possession of MNPI and prohibits hedging/monetization transactions in company securities without CCO approval .
- Options/Exercisable Awards: “There are no Shares subject to options that are currently exercisable or exercisable within 60 days” as of the proxy record dates .
- Ownership Guidelines: None disclosed for executive officers in the proxy statements .
Employment Terms
- Role and Tenure: Chief Financial Officer since 2018 .
- Employment Agreement with Company: None; executive officers are employees of the Adviser, not FSCO .
- Severance/Change-in-Control: Not disclosed at the executive officer level (no company-level employment agreements) .
- Advisory Agreement Context: The Adviser’s Amended and Restated Investment Advisory Agreement (effective upon NYSE listing) carries (i) 60-day termination by the fund, shareholders, Board, or Adviser; and (ii) indemnification of the Adviser, subject to exclusions for willful misfeasance, bad faith, gross negligence, or reckless disregard .
Performance & Track Record
- Fund-level context: FSCO’s monthly distribution increased to $0.0678 in June 2025 (a ~59.5% increase vs. time of listing in November 2022), with estimated 2025 YTD total return of 7.2% on NAV and 10.8% on market price through May 30, 2025; AUM is approximately $2.2 billion .
- Executive attendance and governance: The Board met six times in FY2024; all directors met at least 75% attendance. A lead independent director is designated; two standing committees (Audit; Nominating & Corporate Governance). No compensation committee (executives not company-paid) .
Compensation Structure Analysis
- External management model: Absence of company-paid executive compensation limits visibility into individual pay-for-performance alignment at FSCO; instead, alignment operates via the fund’s fee structure (1.35% base on gross assets and quarterly NII-based incentive fee with a 6% annualized hurdle and catch-up) .
- Share ownership and selling pressure: No reported beneficial common share ownership for Mr. Gallivan across 2023–2025, reducing the likelihood of insider selling pressure from vested holdings; hedging requires approval, further mitigating misalignment risks .
- Governance mitigants: Independent board majority and audit committee oversight; prohibition on hedging without approval; policies under the 1940 Act framework .
Risk Indicators & Red Flags
- Section 16 compliance: The company disclosed one delinquent Form 4 in 2024 for a director (Robert N.C. Nix, III); no issues reported for Mr. Gallivan .
- Hedging/Pledging: Hedging or monetization transactions require prior CCO approval; no pledging disclosed for Mr. Gallivan .
- Options repricing/Clawbacks/Tax gross-ups: Not disclosed/applicable at company level for executive officers .
Investment Implications
- Alignment: In an external management structure, executive compensation transparency is limited; investor alignment is primarily through the Adviser’s fee design (6% annualized NII hurdle and 10% incentive above catch-up), not through company equity awards. Mr. Gallivan’s lack of reported FSCO share ownership suggests minimal insider-selling overhang, but also limited “skin in the game” at the company level .
- Retention risk: Tenure since 2018 and concurrent CFO responsibilities across FS Investments funds point to experienced finance leadership; however, the absence of disclosed company-specific employment terms means severance/CoC retention levers are not visible to shareholders .
- Governance/Controls: Independent board structure, audit oversight, and personal trading/hedging restrictions mitigate conduct risk; fund-level execution remains the key driver, with recent distribution increases and YTD returns providing supportive optics but not a direct measure of the CFO’s incentive alignment .