James Kropp

About James H. Kropp

James H. Kropp (age 76) is an independent director of FS KKR Capital Corp. (FSK), serving since 2018; he is a Class A director with a current term expiring at the 2026 annual meeting . He is designated by the Board as an “audit committee financial expert,” reflecting deep accounting and finance credentials, and currently chairs FSK’s Valuation Committee while also serving on the Audit and Compensation Committees . Kropp holds a B.B.A. in Finance (St. Francis College) and completed the MBA/CPA preparation program at NYU; he is a member of the American Institute of CPAs and an NACD Board Leadership Fellow .

Past Roles

External Roles

Board Governance

• Independence: Board determined Kropp is independent under the 1940 Act and NYSE rules; 9 of 11 directors are independent .
• Committee assignments (2024 activity in parentheses):
  • Audit Committee member; designated “audit committee financial expert” (8 meetings) .
  • Valuation Committee Chairman (4 meetings) .
  • Compensation Committee member (1 meeting) .
• Attendance and engagement: The Board met 9 times in 2024; each director attended at least 75% of Board and committee meetings on which they served; directors have no formal policy to attend annual meetings and none attended the 2024 annual meeting .
• Independent oversight: Independent directors meet in executive session with the Chief Compliance Officer at least annually as part of compliance reporting .

Fixed Compensation

Director compensation is cash-based retainer and committee fees (no equity grants). Fee schedule increased effective August 1, 2024.

Kropp’s reported 2024 director compensation:

Notes:

• No stock options, stock appreciation rights, or similar option-like instruments were granted in 2024 .
• Directors who are also executives receive no director fees (not applicable to Kropp) .

Performance Compensation

• Equity/Option Awards: None for directors in 2024; no equity grants disclosed .
• Performance Metrics: None disclosed for director pay. Director pay is retainer/committee-fee based .

Other Directorships & Interlocks

• Current public company role: American Homes 4 Rent (NYSE) – Independent Trustee; prior Audit Chair, currently Nominating & Governance .
• KKR-affiliated/FS complex roles: Lead Independent Director of KKR Real Estate Select Trust; trustee of K-FIT and K-FITS; prior FSKR director .
• The Board has affirmed independence for all independent directors and maintains policies to review related-party transactions and conflicts, including Audit Committee review of related-person transactions and conflict mitigation in co-investment/allocation policies .

Expertise & Qualifications

• Accounting/audit: Audit committee financial expert at FSK; decades of audit, accounting, portfolio management, and CFO experience; AICPA member .
• Capital markets/governance: Long-tenured public REIT board service (PS Business Parks 1998–2021); American Homes 4 Rent trustee since 2012; NACD Board Leadership Fellow; prior NASD supervisory licenses (financial, options, compliance principal) .
• Education: B.B.A. Finance (St. Francis College); MBA/CPA prep program (NYU) .

Equity Ownership

Notes:

• Footnote indicates shares include amounts acquired via the dividend reinvestment plan that were previously not reported .
• Proxy states no shares subject to options currently exercisable within 60 days of March 31, 2025 .
• Insider trading policy prohibits short sales, derivatives on company stock, holding in margin accounts, and pledging company securities; hedging/monetization transactions are also prohibited without CCO approval .
• Section 16(a) compliance: Company reports all required insider ownership reports were timely filed for 2024 .

Governance Assessment

• Positives

  • Independence and financial oversight depth: Board-confirmed independent director; designated audit committee financial expert—strengthens audit oversight .
  • High-importance roles: Chair of Valuation Committee and member of Audit and Compensation Committees—central to valuation, financial reporting, and oversight of adviser cost reimbursements .
  • Ownership alignment: Beneficial ownership exceeds $100,000; active DRIP participation noted .
  • Compliance/controls: Strict insider trading, hedging, and pledging prohibitions; timely Section 16 filings reported for 2024 .

• Watch items / potential red flags

  • Annual meeting engagement: No directors attended the 2024 annual meeting; while there is no formal attendance policy, some investors view presence as a signal of engagement .
  • Cross-appointments: Simultaneous service as lead independent director of KKR Real Estate Select Trust and trustee roles at K-FIT/K-FITS may create perceived interlocks/workload considerations; the Board has nevertheless affirmed independence and has conflict-review and co-investment allocation policies in place .
  • Cash-only director pay: Absence of equity-based director compensation may limit incremental alignment beyond personal share ownership; the Company increased cash fee schedules effective August 1, 2024 .

• Related-party and adviser oversight context

  • As an externally managed BDC, FSK pays base and incentive fees to FS/KKR Advisor and reimburses administrative costs; the Compensation Committee (of which Kropp is a member) reviews reimbursements annually; the Audit Committee reviews related-person transactions .
  • Co-investment and allocation policies, along with an SEC exemptive order, govern affiliated transaction participation and mitigate conflicts .