Jeffrey Harrow
About Jeffrey K. Harrow
Independent director of FSK, age 68, serving since 2010 with current Class A term expiring in 2026. He chairs FSK’s Nominating & Corporate Governance Committee and is designated independent under the 1940 Act and NYSE rules. Education: B.B.A., The George Washington University School of Government and Business Administration (1979). Background spans CEO/Chair roles in marketing, e-commerce, and travel services with large-scale operating experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sparks Marketing Group, Inc. | Co-Chairman | 2001–2023 | Senior leadership in global brand experience agency. |
| CMPExpress.com | President & CEO | 1999–2000 | Pivoted B2C to B2B; negotiated sale to Cyberian Outpost (NASDAQ: COOL). |
| Travel One | President, CEO, Director | 1982–1998 | Scaled from $8M to just under $1B revenue; expanded to 100+ offices; executed nine acquisitions; sale to American Express in 1998. |
| GWU School of Business | Dean’s Board of Advisors (Director) | Prior period (not specified) | Advisory board membership. |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| KKR FS Income Trust (K-FIT) | Trustee | Current | Advisor-affiliated fund; governance interlock with FSK. |
| KKR FS Income Trust Select (K-FITS) | Trustee | Current | Advisor-affiliated fund; governance interlock with FSK. |
| FS KKR Capital Corp. II (FSKR) | Director | Until merger in June 2021 | Predecessor merger into FSK; advisor-affiliated. |
Board Governance
- Independence: Classified as independent director; Board majority independent; no material business/professional relationship in the past two years beyond Board service.
- Committee assignments: Chair, Nominating & Corporate Governance Committee (members: Harrow, Hagan, Hopkins; all independent).
- Meeting cadence and attendance: Board met 9 times in FY2024; each director attended at least 75% of Board and committee meetings; Nominating Committee held 2 meetings in FY2024.
- Lead Independent Director: Michael J. Hagan (coordinates agendas, executive sessions).
- Engagement note: None of the directors then in office attended the 2024 annual meeting of stockholders.
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer | $200,000 | Effective Aug 1, 2024; paid quarterly; allocated across FSK, K-FIT, K-FITS by gross assets. |
| Nominating & Corporate Governance Committee Chair Retainer | $15,000 | Effective Aug 1, 2024. |
| Audit Committee Member Retainer | $5,000 | Not applicable to Harrow (not an Audit member). |
| Valuation Committee Member Retainer | $10,000 | Not applicable to Harrow (not a Valuation member). |
| Lead Independent Director Retainer | $30,000 | Not applicable to Harrow. |
| FY2024 Director Cash Compensation | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash by FSK | $205,745 |
| Total Compensation from Fund Complex (FSK, K-FIT, K-FITS) | $215,000 |
- No equity grants or option awards to directors in FY2024; Company did not grant options, SARs or similar instruments.
Performance Compensation
- No performance-based components (no bonus, PSUs, TSR-linked awards, or other metrics) disclosed for directors; director pay is structured as cash retainers by Board/committee roles.
Other Directorships & Interlocks
| Company/Fund | Public Company? | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| K-FIT | Investment company | Trustee | Advisor-affiliated; co-investment and allocation policies govern conflicts. |
| K-FITS | Investment company | Trustee | Advisor-affiliated; same conflict framework as above. |
| FSKR | Investment company | Director (historical) | Pre-merger; advisor-affiliated. |
Expertise & Qualifications
- Operating scale: Grew Travel One from $8M to just under $1B revenue; executed 9 acquisitions; managed national operations (100+ offices in >40 cities).
- Corporate transactions: Strategy and sale execution at CMPExpress.com; leadership in marketing services at Sparks.
- Governance: Long-tenured FSK director (since 2010); chair of Nominating & Corporate Governance aligning Board composition/refresh.
- Education: B.B.A., George Washington University (1979).
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Jeffrey K. Harrow | 31,012 | <1% | Includes shares acquired under the dividend reinvestment plan previously not reported. |
| Dollar Range of Equity Beneficially Owned | Over $100,000 | — | Based on NYSE closing price (Mar 31, 2025). |
- Pledging/hedging: Company insider trading policy prohibits pledging, hedging, short sales, and derivatives on Company securities without prior approval; applies to directors.
- Section 16: Company states all Section 16 filings for FY2024 were timely.
Governance Assessment
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Strengths
- Independence and role: Independent director, chair of Nominating & Corporate Governance—positions him to influence Board composition, independence, and evaluations.
- Attendance: Met the Board’s minimum attendance threshold; committee met twice in FY2024.
- Ownership alignment: Personal stake of 31,012 shares and dollar range over $100,000; policy prohibits hedging/pledging, supporting alignment.
-
Structural Conflicts to Monitor
- Affiliated fund interlocks: Concurrent trustee roles at K-FIT and K-FITS (Advisor-affiliated) create potential perceived conflicts; Company relies on allocation and co-investment policies and an SEC exemptive order framework to mitigate.
- External management fee incentives: Board’s authorization to sell shares below NAV may expand assets and increase Advisor fees; Board notes it weighs shareholder benefits vs. fee impacts before issuance.
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RED FLAGS
- Annual meeting attendance: “None of the directors then in office attended the 2024 annual meeting of stockholders,” a potential investor engagement concern.
- Cash-heavy director pay: Compensation is primarily cash retainers with no disclosed equity-based director grants, which may reduce long-term equity alignment despite personal share ownership.
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Net view: Harrow brings deep operating and transaction experience and chairs a key governance committee with established independence. Interlocks with advisor-affiliated funds and structural BDC conflicts (asset-based fees, below-NAV issuances) warrant continued monitoring alongside engagement practices.