Keith Bethel
About Keith Bethel
Keith Bethel (Age 58) is an independent director of FS Credit Opportunities Corp. (FSCO) serving since February 2023; his current Class III term, re-elected in 2025, runs through the 2028 annual meeting . He is the founding partner of The Triple B Hospitality group (described as a $20M multi-state “hospital” company in the proxy) and previously served as Aramark’s Chief Growth Officer, with prior roles across higher education, healthcare, and compliance functions; he holds an MBA and a Bachelor’s in Healthcare Administration from St. Joseph’s University . The Board has affirmatively determined Bethel is independent under Section 2(a)(19) of the Investment Company Act of 1940 and NYSE rules . In the July 10, 2025 annual meeting, he received 127,645,886 votes for, 1,406,027 against, and 1,618,356 withheld—an unambiguous mandate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aramark | Chief Growth Officer; previously EVP – Growth for Higher Education, Healthcare, and Facilities; Regional VP (Higher Ed); VP of Compliance (K‑12) | Not disclosed | Led Sales, Marketing, Account Retention, Pricing, Field Activation; oversight of regulatory compliance (U.S. and Canada) |
| The Triple B Hospitality Group | Founding Partner | Current | Founding partner of a $20M multi-state “hospital” company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Philadelphia Urban League | Chairman of the Board | Current | Governance leadership at a major civic nonprofit |
| Chamber of Commerce for Greater Philadelphia | Board Member | Current | Regional business community engagement |
Board Governance
- Board composition: 7 directors; majority independent under 1940 Act and NYSE .
- Independence: The Board determined Bethel is independent; no material business/professional relationships with Company/Adviser within last two years .
- Committee memberships: Nominating & Corporate Governance Committee (members: Bethel, Della Clark, Robert N.C. Nix) .
- Committee workload: Nominating & Corporate Governance Committee held 1 meeting in FY 2024; Audit Committee held 8 meetings .
- Attendance: Each director attended at least 75% of Board and committee meetings held during the period they served in FY 2024; Board met 6 times (4 regular quarterly) .
- Lead Independent Director: Board uses a lead independent director (currently Walter W. Buckley III) to enhance governance effectiveness; Bethel does not hold this role .
Fixed Compensation
Director cash compensation schedule (paid quarterly in arrears):
| Component | Amount |
|---|---|
| Annual Board Retainer | $100,000 |
| Board Meeting Fee (per meeting) | $2,500 |
| Annual Lead Independent Director Retainer | $25,000 (applies to Buckley) |
| Annual Committee Chair Retainers – Audit | $20,000 |
| Annual Committee Chair Retainers – Nominating & Corporate Governance | $15,000 |
| Committee Meeting Fee (per meeting) | $1,000 |
- Directors are reimbursed for reasonable out-of-pocket expenses; no retirement benefits .
Keith Bethel – actual cash compensation by year:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned/Paid in Cash by FSCO | $55,000 | $111,000 |
| Total Compensation from FSCO | $55,000 | $135,000 |
| Total Compensation from Fund Complex | $55,000 | $111,000 |
Note: FSCO did not disclose equity grants for directors; compensation is cash-based (retainers/meeting fees). There is no standing compensation committee; the Board collectively considers director pay, using comparable closed-end fund data and may periodically engage independent compensation consultants .
Performance Compensation
- No performance-based compensation, stock awards (RSUs/PSUs), or options disclosed for directors; no vesting schedules, performance metrics, or equity mix for directors are disclosed .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company directorships (past 5 years) | None |
| Nonprofit/industry boards | Philadelphia Urban League (Chairman); Chamber of Commerce for Greater Philadelphia (Board Member) |
| Interlocks with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Executive leadership in global food/facilities/uniform services (Aramark) with direct growth, sales, marketing, retention, pricing, and field activation remit .
- Compliance oversight experience across U.S./Canada operations .
- Education: MBA and Bachelor’s in Healthcare Administration (St. Joseph’s University) .
- Board’s assessment: Significant public-company executive experience viewed as beneficial to the Company .
Equity Ownership
| Metric | As of May 1, 2024 | As of May 1, 2025 |
|---|---|---|
| Common Shares Beneficially Owned | 14,000 | 20,000 |
| Percentage of Outstanding | <1% | <1% |
| Dollar Range of Equity Securities | $50,001–$100,000 | Over $100,000 |
| Shares subject to options (currently exercisable or within 60 days) | None | None |
| Indirect holdings | 2,500 shares held indirectly by spouse | 2,500 shares held indirectly by spouse |
No disclosures of pledged shares, hedging transactions, or options positions for directors; none indicated in proxy ownership sections .
Governance Assessment
- Independence & committee engagement: Bethel is independent and serves on the Nominating & Corporate Governance Committee, a key governance oversight body; the committee met once in FY 2024, indicating a modest workload relative to Audit .
- Shareholder support: 2025 re-election passed with ~97.7% of votes cast in favor (127.6M for vs. 1.4M against), signaling strong investor confidence in his board role .
- Ownership alignment: Personal ownership rose from 14,000 to 20,000 shares year over year, and dollar range moved from $50k–$100k to “Over $100,000”—a positive alignment signal; still well below 1% of outstanding shares, typical for closed-end fund directors .
- Compensation mix: Cash-only director pay (retainer + meeting fees); no equity grants or performance-linked components disclosed for directors—neutral from a pay-for-performance standpoint but standard for investment company boards .
- Attendance: Board reports at least 75% attendance by each director in FY 2024; the Board met six times, Audit met eight—no attendance red flags disclosed for Bethel .
- Conflicts/related-party exposure: No related-party transactions specific to Bethel disclosed; adviser compensation and indemnification are described at the registrant level (A&R investment advisory agreement), not indicating director-specific conflicts; Board affirms no material relationships for independent directors .
- Governance structure: Lead independent director role in place, enhancing oversight of a combined Chair/CEO structure; Bethel is not the lead independent director .
Red Flags
- None disclosed specific to Bethel: No late Section 16 filings (only Nix noted), no related-party transactions involving Bethel, no pledging/hedging, no equity award repricing .
Signals to monitor
- Continued equity accumulation by independent directors as an alignment positive .
- Nominating & Governance Committee cadence—assess whether meeting frequency scales with governance demands as FSCO evolves .
- Ongoing high shareholder support in future uncontested elections as a proxy for investor confidence .