Elizabeth Sandler
About Elizabeth J. Sandler
Independent Class A Director at FS KKR Capital Corp. since 2019; current term expires at the 2026 annual meeting. She is a seasoned financial-services operator and risk executive: founder/CEO of Echo Juliette (since Jan 2019), currently Chief Operating Officer at Mohari Hospitality; previously COO of Blackstone Real Estate Debt Strategies and senior operating roles across Deutsche Bank’s risk and real estate businesses. Education: BA, Duke University; MBA, The Wharton School (UPenn). Age: 54.
| Snapshot | Detail |
|---|---|
| Independence | Independent director under 1940 Act/NYSE |
| Board tenure | Director since 2019 |
| Current term | Class A; term expires 2026 |
| Age | 54 |
| Education | BA Duke; MBA Wharton |
| Current roles | Founder/CEO Echo Juliette (since Jan 2019); COO, Mohari Hospitality |
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blackstone Real Estate Debt Strategies (BREDS) / BXMT platform | Chief Operating Officer | 2016–2018 | COO for $30B AUM real estate debt/REIT/securities platform; operating oversight across funds and listed mortgage REIT |
| Deutsche Bank | Global COO roles (Group Risk; Structured Finance; Commercial Real Estate) | 2000–2016 | Enterprise risk and operating leadership; member of Global Operating Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Echo Juliette | Founder & CEO | Jan 2019–present | Workplace investments, coaching, productivity, space strategy |
| Mohari Hospitality | Chief Operating Officer | Current | Luxury hospitality owner/operator |
| KKR FS Income Trust (K‑FIT) | Trustee | Current | Related BDC/interval fund within Fund Complex |
| KKR FS Income Trust Select (K‑FITS) | Trustee | Current | Related BDC/interval fund within Fund Complex |
| essensys PLC | Director | Within last five years | Public company directorship |
| FS KKR Capital Corp. II (FSKR) | Director (prior to merger) | Until June 2021 | Served until merger into FSK |
Board Governance
| Governance Item | Detail |
|---|---|
| Committees | Valuation Committee member (independent) |
| Committee focus | Oversees pricing/valuation carried out by the Adviser as Valuation Designee |
| Chair roles | None disclosed |
| Board leadership | CEO chairs Board; Lead Independent Director is Michael J. Hagan |
| Independence | Board majority independent; Sandler affirmed independent |
| Attendance (2024) | Board met 9 times; each director attended ≥75% of Board/committee meetings |
| Attendance (2023) | Board met 5 times; each director attended ≥75% of Board/committee meetings |
| Annual meeting attendance | None of the directors then in office attended the 2024 annual meeting |
| Meeting Activity (oldest → newest) | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 5 | 9 |
| Valuation Committee meetings held | 4 | 4 |
| Director attendance threshold | ≥75% (each director) | ≥75% (each director) |
Fixed Compensation
| Component | Policy Amount (effective Aug 1, 2024 unless noted) | Notes |
|---|---|---|
| Annual Board retainer (independent directors) | $200,000 | Determined/paid quarterly; allocated across Fund Complex |
| Lead Independent Director retainer | $30,000 | Incremental to board retainer |
| Audit Committee Chair | $35,000 | Increased from $25,000 pre‑Aug 2024 |
| Valuation Committee Chair | $35,000 | Increased from $25,000 pre‑Aug 2024 |
| Nominating & Corporate Governance Chair | $15,000 | Unchanged |
| Audit Committee member (non‑chair) | $5,000 | Paid only to non‑chair members |
| Valuation Committee member (non‑chair) | $10,000 | Paid only to non‑chair members |
| Meeting fees | None disclosed | No per‑meeting fees disclosed |
| Director Fees (oldest → newest) | FY 2023 | FY 2024 |
|---|---|---|
| Elizabeth J. Sandler – Fees from FSK (cash) | $210,000 | $200,960 |
| Elizabeth J. Sandler – Total from Fund Complex | $210,000 | $210,000 |
Notes: Independent directors are paid cash retainers; no retirement benefits. Expenses reimbursed per policy.
Performance Compensation
Independent directors receive no performance‑based pay, equity awards, or options; the company granted no options or similar awards in FY 2024, and director pay is disclosed solely as cash retainers.
| Instrument/Metric | Status |
|---|---|
| Equity awards (RSUs/PSUs) | None disclosed |
| Option awards | None granted in FY 2024 |
| Performance metrics (e.g., TSR, EBITDA, ESG) | Not applicable to independent directors |
Other Directorships & Interlocks
| Entity | Relationship to FSK | Potential Interlock/Conflict Consideration |
|---|---|---|
| K‑FIT; K‑FITS (trusteeships) | Within same Fund Complex | Director fees allocated across funds based on relative gross assets; governance familiarity beneficial but cross‑fund roles warrant independence vigilance |
| essensys PLC (public) | Unrelated public board | No FSK‑specific related‑party transactions disclosed |
| FSKR (pre‑merger) | Former affiliated BDC | Historical continuity; no current conflict disclosed |
Related party review: Audit Committee must review/approve Item 404 transactions; Code of Ethics prohibits conflicted transactions absent waivers (Board‑approved).
Expertise & Qualifications
- Financial services operating and risk expertise; prior COO roles in BREDS and Deutsche Bank risk/real estate business units.
- Board views her financial services experience as beneficial to the Company; service on Valuation Committee aligns with portfolio valuation oversight needs.
- Advanced education (Wharton MBA; Duke BA).
Equity Ownership
| Ownership (as of Mar 31, 2025) | Amount |
|---|---|
| Shares beneficially owned | 9,840 (less than 1%) |
| of which held in IRA | 7,700 |
| Dollar range of beneficial ownership | Over $100,000 |
Compliance and alignment policies:
- Section 16(a) filings: Company states all required reports for FY2024 were timely filed.
- Hedging/pledging: Insider Trading Policy prohibits short sales, derivatives, holding in margin accounts or pledging, and hedging/monetization transactions without prior approval; applies to directors.
Governance Assessment
Strengths
- Independence and engagement: Independent under 1940 Act/NYSE; served on Valuation Committee that met regularly (4x in 2024); each director met ≥75% attendance threshold in 2024.
- Relevant expertise: Deep operating/risk background in credit/real estate finance supports oversight of BDC valuation and risk.
- Alignment: Holds 9,840 FSK shares (>$100k); hedging/pledging restrictions enhance alignment.
- Clean disclosures: No related‑party transactions involving Sandler disclosed; Section 16 compliance reported timely.
Watch items
- External management conflicts are structural: Adviser earns base/incentive fees; valuation oversight is critical—Sandler’s role on Valuation Committee helps mitigate but does not eliminate inherent conflicts.
- Cross‑fund roles: Trusteeships at K‑FIT/K‑FITS may create perceived interlocks; compensation allocated across Fund Complex underscores need for continued independence rigor.
- Annual meeting engagement: None of the directors then in office attended the 2024 annual meeting; consider investor‑relations optics.