Barbara Adams
About Barbara Adams
Barbara Adams, age 73, is an independent director of FS KKR Capital Corp. (FSK), serving since 2018 and re‑elected as a Class C director for a term expiring in 2028. She is a lawyer and former General Counsel of the Commonwealth of Pennsylvania (2005–Jan 2011), with prior partnership at Duane Morris LLP focused on public finance and affordable housing; she holds a J.D. from Temple University School of Law and a B.A. from Smith College, is NACD Directorship Certified, and completed Wharton’s Advanced Management Program and the NACD/Carnegie Mellon CERT Certificate in Cybersecurity Oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commonwealth of Pennsylvania | General Counsel | 2005–Jan 2011 | Led >500 lawyers across ~30 agencies; litigation, transactions, regulatory, legislative, criminal justice |
| Philadelphia Housing Authority | EVP – Legal Affairs & General Counsel | Aug 2011–Apr 2016 | Legal leadership; trustee of Retirement Income Trust and Defined Contribution Pension Plan (Nov 2011–Apr 2016) |
| Duane Morris LLP (Philadelphia) | Partner | Pre‑2005 (prior to Commonwealth role) | Practice in taxable/tax‑exempt public finance, affordable housing, state/local government, energy, campaign finance |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Federal Home Loan Bank of Pittsburgh | Director | Current | Member of Audit Committee; member and Vice‑Chair of Membership, Credit & Community Investment Committee |
| Committee of Seventy | Executive Committee Member & Vice Chair | Current | Civic governance NGO role |
| Philadelphia Energy Authority | Board Member | Since 2011 | City energy policy and financing authority |
| Other civic/charitable boards | Commissioner/Board roles | Various | Philadelphia Gas Commission; Independent Charter Commission; PA Association of Bond Lawyers; Philadelphia Assoc. of Community Development Corporations; People’s Emergency Center (HopePHL); Reading Terminal Market Corporation |
Board Governance
- Independence: The Board determined Adams is independent under the Investment Company Act and NYSE rules; 9 of 11 directors are independent (including Adams) .
- Committee memberships: Valuation Committee member (independent committee overseeing pricing/valuation; 4 meetings in FY2024); not listed on Audit, Compensation, or Nominating committees .
- Attendance: The Board met 9 times in FY2024; each director attended at least 75% of Board and committee meetings on which they served; none of the directors attended the 2024 annual meeting (no formal policy on annual meeting attendance) .
- Term and classification: Class C director; re‑election in 2025 for term expiring in 2028 .
Fixed Compensation
FSK is externally managed; independent directors receive cash retainers (no retirement benefits). Fee schedule increased effective August 1, 2024; fees are paid quarterly in arrears and allocated among the fund complex (FSK, K‑FIT, K‑FITS) based on relative gross assets .
| Component | Amount (USD) |
|---|---|
| Annual Board Retainer | $200,000 |
| Lead Independent Director Retainer | $30,000 (not applicable to Adams) |
| Committee Chair Retainer – Audit | $35,000 (not applicable to Adams) |
| Committee Chair Retainer – Valuation | $35,000 (not applicable to Adams) |
| Committee Chair Retainer – Nominating & Corporate Governance | $15,000 (not applicable to Adams) |
| Audit Committee Member Retainer | $5,000 (not paid to Audit Chair; not applicable to Adams) |
| Valuation Committee Member Retainer | $10,000 (not paid to Valuation Chair; applicable to Adams as member) |
Actual cash compensation earned in FY2024:
| Director | Fees Earned/Paid in Cash by FSK | Total Compensation from FSK | Total Compensation from Fund Complex |
|---|---|---|---|
| Barbara Adams | $200,960 | $200,960 | $210,000 |
Notes:
- Directors are reimbursed for reasonable out‑of‑pocket expenses for in‑person meetings .
- No retirement benefits and no options, stock appreciation rights, or similar awards were granted in FY2024 .
Performance Compensation
FSK discloses no performance‑based compensation, equity grants (RSUs/PSUs), or stock options for directors in FY2024. Metrics and instruments are inapplicable for independent directors:
| Item | Status |
|---|---|
| Annual bonus/variable cash | Not applicable for directors |
| RSUs/PSUs equity grants | None granted in FY2024 |
| Stock options/SARs | None granted in FY2024 |
| Performance metrics tied to pay (TSR, EBITDA, ESG) | Not disclosed/applicable to directors |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Tenure |
|---|---|---|---|
| FS KKR Capital Corp. II (FSKR) | BDC (merged into FSK in Jun 2021) | Director (prior to merger) | Through Jun 2021 |
| KKR FS Income Trust (K‑FIT) | Non‑traded BDC/trust | Trustee | Current |
| KKR FS Income Trust Select (K‑FITS) | Non‑traded BDC/trust | Trustee | Current |
| Federal Home Loan Bank of Pittsburgh | GSE | Director | Current |
Interlocks/Conflict context:
- As an externally managed BDC, FSK’s Advisor (FS/KKR) also advises K‑FIT and K‑FITS; co‑investment and allocation conflicts may arise and are addressed via policies and majority independent director approvals .
Expertise & Qualifications
- Legal and public sector leadership: General Counsel to the Commonwealth; extensive public finance and affordable housing legal experience .
- Governance credentials: NACD Directorship Certified; Wharton AMP; NACD/CMU CERT Cybersecurity Oversight .
- Financial oversight: Service on FHLBank Pittsburgh audit committee; valuation oversight competency as a Valuation Committee member .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Dollar Range | Notes |
|---|---|---|---|---|
| Barbara Adams | 27,366 | Less than 1% (*) | Over $100,000 | 20,512 in 401(k) and 3,715 in IRA; remainder not itemized |
Additional ownership and policy context:
- There are no FSK shares subject to options currently exercisable or exercisable within 60 days of March 31, 2025 (applies generally) .
- Insider Trading Policy prohibits short‑term trading, short sales, derivatives, margin accounts, pledging, and hedging of company securities without prior approval; directors must pre‑clear trades and adhere to window periods .
- Section 16(a) filings: Company states all required filings were timely for FY2024 .
(*) Less than one percent is disclosed by FSK; the company’s table bases percentages on total shares outstanding as of March 31, 2025 .
Governance Assessment
- Strengths: Clear independence designation; strong legal/governance background; active role on Valuation Committee central to BDC NAV integrity; robust insider trading, anti‑hedging/pledging policies; related‑party transactions require Audit Committee review and majority independent director approval .
- Alignment: Material personal ownership (>$100k; 27,366 shares) and retirement accounts holding FSK shares support skin‑in‑the‑game for a director under a cash‑only pay model .
- Engagement: Met 75%+ attendance thresholds; Valuation Committee met 4 times; however, no directors attended the 2024 annual meeting, and the Board has no formal attendance policy—an investor‑perceived engagement gap .
- Conflicts/Risk considerations: External management structure and shared advisory across FSK/K‑FIT/K‑FITS create inherent allocation/co‑investment conflicts; Board discloses policies and independent oversight to mitigate. Approval to issue shares below NAV can benefit capital flexibility but also increases management fee base; Board notes it evaluates trade‑offs prior to such issuance—investors may view this as a structural risk requiring vigilant independent oversight .
RED FLAGS
- No director attendance at 2024 annual meeting; no formal annual meeting attendance policy .
- Externally managed BDC conflicts (time allocation, co‑investment, fee base sensitivity) require sustained independent oversight to protect minority shareholders .