Walter W. Buckley, III
About Walter W. Buckley, III
Walter W. Buckley, III (age 65) is an independent director of FS Credit Opportunities Corp. (FSCO), serving since June 2013; he is the current Lead Independent Director. He is Managing Partner and Co‑Founder of SEMCAP, and previously co‑founded and served as chairman, CEO and president of Actua Corporation (1996–2018). Earlier, he was at Safeguard Scientifics, Inc. (financial analyst; VP of acquisitions). He holds a bachelor’s degree from the University of North Carolina .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Actua Corporation (public) | Co‑Founder; Chairman; CEO; President | 1996–2018 | Senior operating and governance leadership at a public PE/VC platform |
| Safeguard Scientifics, Inc. | Financial Analyst; VP of Acquisitions | 1988–1996 | Corporate development, M&A/acquisitions |
| Verticalnet, Inc. (public) | Director | 1996–2005 | Board oversight at B2B e‑commerce pioneer |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Camp Tecumseh; The Episcopal Academy | Trustee | Current | Non‑profit governance |
| Vetri Community Partnership | Director | Current | Community/education initiatives |
| Carolina Entrepreneurial Initiative; UNC Kenan‑Flagler Business School | Advisory Board Member | Current | Entrepreneurial and business school advisory |
| Starfinder Foundation | Chairman of the Board | Current | Youth development; board leadership |
| Diagnostic Bio Chips; Dropps; Margaux (startups) | Director | Current | Early‑stage company board roles |
Board Governance
- Lead Independent Director: Buckley serves as Lead Independent Director; responsibilities include agenda setting with the Chair/CEO, chairing executive sessions of independent directors, and facilitating board‑management communication .
- Independence: The board majority is independent under the 1940 Act and NYSE rules; Buckley is classified as an independent director .
- Committees: FSCO maintains Audit and Nominating & Corporate Governance committees. Audit: Hughes (Chair), Nix, Fouss; Nominating: Bethel, Clark, Nix. Buckley is not listed as a member of either standing committee .
- Attendance: In FY2024, the board met six times (four regular) and each director attended at least 75% of board and committee meetings held during their service . In FY2023, each director except Mr. Forman met the 75% threshold .
- Compensation governance: No standing compensation committee (executives are not paid directly by the company); the full board sets director compensation and may engage independent compensation consultants .
Fixed Compensation
- Fee structure: Cash‑based, paid quarterly in arrears; Buckley also receives a retainer for Lead Independent Director service .
| Component | Amount |
|---|---|
| Annual Board Retainer | $100,000 |
| Annual Lead Independent Director Retainer | $25,000 |
| Board Meeting Fees (per meeting) | $2,500 |
| Committee Chair Retainer – Audit | $20,000 |
| Committee Chair Retainer – Nominating & Corporate Governance | $15,000 |
| Committee Meeting Fees (per meeting) | $1,000 |
- Actual reported director compensation:
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash by the Company | $135,000 | $135,000 |
| Total Compensation from the Company | $135,000 | $111,000 |
| Total Compensation from the Fund Complex | $135,000 | $135,000 |
| Retirement Benefits | None | None |
The proxy states “Our directors do not receive any retirement benefits from us.”
Performance Compensation
- Not applicable for directors: The proxy discloses fixed cash retainers/fees and does not disclose performance‑based metrics, incentive pay, stock awards or options for directors; the board as a whole reviews director compensation using data from comparable closed‑end funds .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public directorships (past 5 years) | Actua Corporation |
| Prior public board | Verticalnet, Inc. (1996–2005) |
| FS fund boards (pre‑merger) | Trustee of various FS Global Credit Opportunities funds until merger into FSCO in Dec 2020 |
No specific interlocks with FSCO competitors/suppliers/customers are disclosed in the proxy .
Expertise & Qualifications
- Entrepreneurial/operator: Co‑founded and led Actua, with senior roles spanning 1996–2018 .
- Investment/M&A: Acquisition leadership at Safeguard Scientifics; advisory roles at UNC/Kenan‑Flagler entrepreneurial programs .
- Education: Bachelor’s degree, University of North Carolina .
- Board leadership: Chair, Starfinder Foundation; Lead Independent Director at FSCO .
Equity Ownership
| Metric | As of May 1, 2024 | As of May 1, 2025 |
|---|---|---|
| Common Shares Beneficially Owned | 15,861 | 15,861 |
| Dollar Range of Equity Securities Beneficially Owned | $50,001–$100,000 | Over $100,000 |
| Shares Outstanding (denominator) | 198,355,867 | 198,355,867 |
| Ownership % | Less than 1% | Less than 1% |
Notes:
- No shares subject to options currently exercisable within 60 days were disclosed for directors .
- The company’s policy prohibits directors and officers from engaging in hedging/monetization of company securities without prior approval of the Chief Compliance Officer .
Governance Assessment
- Positives: Independent status; Lead Independent Director role strengthens board effectiveness; attendance met thresholds; clear committee charters and oversight (audit independence, valuation oversight); personal trading policy restricts hedging; director pay appears aligned with sector norms for closed‑end funds .
- Alignment: Buckley holds 15,861 shares and moved from the $50k–$100k category (2024) to “Over $100k” (2025), indicating increased dollar exposure; ownership remains <1% given large float .
- Risks/Conflicts: Externally managed structure—adviser receives management and incentive fees; related‑party administration reimbursements and CLO affiliate arrangements (FSSPA) require continuous independent oversight; co‑investment exemptive relief expands affiliated co‑investing flexibility—beneficial for deal flow but heightens conflict‑management complexity .
- Red flags observed: None specific to Buckley in Section 16 compliance; the proxy notes a late Form 4 in 2024 for another director (Nix), with all other filings timely, implying Buckley was compliant .
Committee coverage note: Buckley is not listed on Audit or Nominating & Corporate Governance; his primary governance contribution is via the Lead Independent Director role (agenda setting, executive sessions, board performance oversight) .