Brian Ford
About Brian R. Ford
Brian R. Ford, age 76, is an independent Class B director of FS KKR Capital Corp. (FSK), serving since 2018, with his current term expiring in 2027. He is a retired Ernst & Young LLP partner and Certified Public Accountant, holding a B.S. in Economics from Rutgers University. He currently serves on boards including Clearway Energy, Inc., AmeriGas Propane, Inc., Bayada (nonprofit), and Drexel University, and is also a trustee for FS Credit Income Fund and the KKR FS Income Trust vehicles (K‑FIT and K‑FITS) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Partner; CPA | 1971–July 2008 | Extensive financial accounting expertise |
| Washington Philadelphia Partners, LP | Chief Executive Officer | July 2008–April 2010 | Real estate investment leadership |
| FSKR (FS KKR Capital Corp. II) | Director (pre-merger) | Until June 2021 | Board experience through merger into FSK |
| FS Credit Income Fund | Trustee | Current | Oversight in credit fund governance |
| K-FIT; K-FITS | Trustee | Current | Governance in affiliated registered vehicles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Clearway Energy, Inc. | Director | Current | Public company directorship |
| AmeriGas Propane, Inc. | Director | Current | Corporate board role |
| Bayada (Home healthcare nonprofit) | Director | Current | Nonprofit governance |
| Drexel University | Director/Trustee | Current | Academic board service |
Board Governance
- Independence: The Board determined Ford is independent under the 1940 Act and NYSE rules .
- Committee assignments: Audit Committee Chair; Compensation Committee Chair; not on Valuation or Nominating & Corporate Governance committees .
- Audit committee financial expert: Ford and Kropp designated as audit committee financial experts .
- Attendance: Board met 9 times in FY2024; each director attended at least 75% of Board and committee meetings during service; none attended the 2024 annual meeting .
- Committee meeting cadence: Audit (8); Valuation (4); Nominating & Corporate Governance (2); Compensation (1) in FY2024 .
- Lead Independent Director: Michael J. Hagan .
- Executive sessions: CCO meets separately with independent directors at least annually .
Fixed Compensation
- Retainer framework (effective Aug 1, 2024; paid quarterly; allocated across the fund complex):
- Annual Board Retainer: $200,000
- Audit Committee Chair Retainer: $35,000
- Compensation Committee Chair Retainer: $0 (Company does not pay compensation to the Compensation Committee Chairman)
- Audit Committee Member Retainer: $5,000 (not paid to the Audit Committee Chairman)
- Valuation Committee Member Retainer: $10,000 (not paid to the Valuation Committee Chairman)
- Lead Independent Director Retainer: $30,000 (not Ford)
Director-specific cash received FY2024:
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash by FSK | $219,884 |
| Total Compensation from FSK | $219,884 |
| Total Compensation from Fund Complex (FSK, K-FIT, K-FITS) | $230,000 |
Performance Compensation
| Metric | FY 2024 |
|---|---|
| Stock options, SARs, option-like awards granted | None (no grants in 2024) |
| Equity awards (RSUs/PSUs) | Not disclosed (director compensation described as cash retainers) |
| Performance metrics tied to director compensation | Not disclosed (director pay structured as fixed retainers) |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Notes |
|---|---|---|---|
| Clearway Energy, Inc. | Public company | Director | External public board |
| AmeriGas Propane, Inc. | Corporate | Director | External corporate board |
| FS Credit Income Fund | Registered vehicle | Trustee | Within FS/KKR complex |
| K-FIT; K-FITS | Registered vehicles | Trustee | Within FS/KKR complex |
| FSKR (pre-merger) | BDC | Director | Predecessor board service |
Note: Ford simultaneously serves on three public company audit committees; FSK’s Board affirmatively determined this does not impair his effectiveness on FSK’s Audit Committee .
Expertise & Qualifications
- CPA; retired EY partner with deep financial accounting expertise .
- Audit Committee Financial Expert designation .
- Extensive public company and investment vehicle governance experience .
Equity Ownership
| Metric | As of Mar 31, 2025 |
|---|---|
| Shares beneficially owned | 11,400 (includes 1,400 held indirectly by spouse) |
| Ownership percent | <1% (star disclosure) |
| Dollar range of equity beneficially owned | Over $100,000 |
| Pledging/hedging policy | Prohibits pledging, margin, hedging, and short sales absent advance approval; covered personnel may only trade in window periods with pre-clearance |
| Section 16 compliance | All required Forms 3, 4, 5 timely filed in FY2024 |
Shareholder Votes (Context)
| Item | Votes For | Votes Withheld/Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Director Elections: Barbara Adams | 97,582,865 | 4,338,478 | — | 0 |
| 2025 Director Elections: Michael C. Forman | 93,248,533 | 8,672,810 | — | 0 |
| 2025 Director Elections: Jerel A. Hopkins | 85,936,491 | 15,984,852 | — | 0 |
| Share Issuance Below NAV (Reconvened Aug 15, 2025) | 102,716,596 | 28,612,910 | 9,200,092 | 0 |
Governance Assessment
- Board effectiveness: Ford brings audit and financial rigor (CPA; Audit Committee Financial Expert) and chairs both Audit and Compensation Committees, concentrating oversight influence in a seasoned director .
- Independence and engagement: He is independent, attended at least 75% of meetings, and participates in committees central to financial reporting and executive cost reimbursements in an externally-managed BDC .
- Alignment: Director pay is predominantly fixed cash; no 2024 option grants and no equity-grant program disclosed for directors. Alignment is evidenced through personal share ownership (11,400 shares; >$100k dollar range) under strict anti-pledging/hedging policies .
- Potential conflicts and controls: As Audit Chair, Ford oversees auditor independence and related-party reviews under Item 404. FSK’s proxy discloses extensive related-party fee arrangements with the Advisor and describes committee oversight and allocation reviews; independence determinations found no material relationships for independent directors .
- RED FLAGS:
- Overboarding risk: Simultaneous service on three public audit committees; FSK Board concluded no impairment, but investors typically monitor workload and potential time constraints .
- Dual committee chair roles: Concurrent Audit and Compensation chairmanship may concentrate oversight; however, Compensation Committee had one meeting in FY2024 given the externally-managed model (no direct executive pay from FSK) .
- Annual meeting attendance: No directors attended the 2024 annual meeting (policy permits non-attendance), which may be noted by governance-sensitive investors .
Overall: Ford’s credentials and committee leadership support board oversight quality; key investor watchpoints are audit-committee overboarding and dual-chair role concentration, with mitigating disclosure that the Board assessed no impairment and that director compensation structure is straightforward and cash-based .