Stephen S. Sypherd
About Stephen S. Sypherd
Stephen S. Sypherd, age 48, serves as Vice President, Treasurer and Secretary of FS Credit Opportunities Corp. (FSCO) and has held these roles since 2013, with responsibility for legal and compliance across FS Investments’ entities and products . He previously spent eight years as a corporate and securities attorney at Skadden, Arps and holds a B.A. in Economics from Villanova University and a J.D. from Georgetown University Law Center, where he was an executive editor of the Georgetown Law Journal . FSCO’s proxy states executive officers do not receive any direct compensation from the Company (externally managed), and no executive pay-for-performance metrics are disclosed at the Company level .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FS Credit Opportunities Corp. | Vice President, Treasurer & Secretary | Since 2013 | Corporate officer overseeing treasury, governance and secretarial duties |
| FS Investments (and affiliated advisers) | Senior Vice President | Dec 2011–Aug 2014 | Senior leadership across legal/compliance; foundational period pre-general counsel |
| FS Investments (and affiliated advisers) | General Counsel | Since Jan 2013 | Head of legal; enterprise-wide legal and compliance responsibility |
| FS Investments (and affiliated advisers) | Managing Director | Since Aug 2014 | Executive leadership across entities and products; legal and compliance oversight |
| Skadden, Arps, Slate, Meagher & Flom LLP | Attorney (Corporate & Securities) | ~8 years (prior to FS) | Large-cap transactional expertise; governance and disclosure rigor |
| FS Global Credit Opportunities Fund (predecessor filing) | Vice President (signatory) | Dec 2017 | Execution responsibilities through 8‑K filing; governance continuity |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of the Arts | Board of Trustees; Chairman of Audit Committee (also executive and governance committee member) | Not disclosed | Audit oversight and governance contributions to a nonprofit board |
Fixed Compensation
- FSCO executive officers (including Mr. Sypherd) do not receive any direct compensation from the Company; services are provided by employees of FS Global Advisor, LLC (the Adviser) and affiliates pursuant to the advisory and administration agreements .
- The Board has no standing compensation committee; director compensation is handled by the Board and benchmarked to comparable closed-end funds .
Performance Compensation
- Executive pay-for-performance at the Company level is not disclosed for externally managed executives .
- Fund-level incentive framework paid to the Adviser (not necessarily directly tied to Mr. Sypherd’s compensation) is based on “pre‑incentive fee net investment income” with a quarterly preferred return of 1.50% (6.00% annualized), a catch-up to 1.667% (6.667% annualized), and a 10% share above that threshold .
| Adviser Incentive Fee Mechanics (Fund-Level) | Value |
|---|---|
| Preferred return (quarterly) | 1.50% of net assets (6.00% annualized) |
| Catch-up band (quarterly) | 1.50%–1.667% (Adviser receives 100% of income in band to achieve 10% on all income) |
| Above catch-up (quarterly) | Adviser receives 10% of pre‑incentive fee NII exceeding 1.667% |
Equity Ownership & Alignment
| Metric | May 1, 2024 | May 1, 2025 |
|---|---|---|
| Common Shares Beneficially Owned (shares) | 16,242 | 16,242 |
| Ownership as % of Common Shares Outstanding | Less than one percent (198,355,867 outstanding) | Less than one percent (198,355,867 outstanding) |
| Preferred Shares Owned | None (executive officers do not own preferred) | None (executive officers do not own preferred) |
| Options Exercisable within 60 Days | None (no shares subject to options within 60 days) | None (no shares subject to options within 60 days) |
- Hedging/monetization policy: Directors and officers are prohibited from hedging or monetization transactions in Company securities without prior approval of the Chief Compliance Officer .
- Pledging: No pledging policy disclosure specific to executives; no pledging reported for Mr. Sypherd in beneficial ownership tables .
- Stock ownership guidelines: Not disclosed for executives .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start date at FSCO | Serving as Vice President, Treasurer & Secretary since 2013 |
| Years in current role | 12+ years as of 2025 |
| Contract term length/expiration | Not applicable at Company level (externally managed; executives are employees of Adviser) |
| Auto-renewal | Not disclosed for executives; advisory agreement terms disclosed separately |
| Non-compete / Non-solicit | Not disclosed |
| Garden leave | Not disclosed |
| Post-termination consulting | Not disclosed |
| Severance / Change-of-control | Not disclosed for executives (no Company-level executive compensation arrangements); Board does not have a compensation committee due to external management |
Investment Implications
- Alignment: Mr. Sypherd’s direct equity stake is small (16,242 shares; <1%), which limits direct shareholder alignment through personal ownership; hedging is restricted by policy, and no options are outstanding, reducing near-term selling pressure from option exercises .
- Compensation visibility: As an externally managed executive, his compensation is paid by the Adviser and is not disclosed at the Company level, constraining pay‑for‑performance analysis; the fund’s Adviser is paid a management fee and incentive fee tied to net investment income, which can shape organizational incentives though individual linkage is not disclosed .
- Retention risk: Tenure since 2013 across key legal/compliance leadership roles suggests institutional continuity; no disclosed severance or change‑of‑control economics at the Company level given external management structure .
- Trading signals: Section 16(a) compliance was timely for all directors and executive officers except one director’s late Form 4 (Nix) in 2024; no adverse reporting for Mr. Sypherd, and beneficial ownership remained unchanged year‑over‑year, indicating no recent insider sales from him in disclosed materials .
- Governance context: Absence of a compensation committee reflects the external management model; Board oversight via Audit and Nominating & Governance committees remains active, with defined charters and meeting cadence, supporting control environment for fund operations .