Jerel Hopkins
About Jerel Hopkins
Jerel A. Hopkins (age 53) is an independent Class C director of FS KKR Capital Corp. (FSK), first appointed in 2018 and nominated for a new term expiring at the 2028 annual meeting. He is General Counsel and Corporate Secretary of Hershey Trust Company (since July 2023), and previously served nearly two decades as Managing Director and Associate General Counsel at Delaware Management Holdings (Macquarie affiliate). He holds a B.S. from the Wharton School and a J.D. from Villanova, with significant corporate and securities law and regulatory enforcement experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hershey Trust Company | General Counsel & Corporate Secretary | July 2023–present | Legal, governance oversight for trust sponsor of HSY |
| Delaware Management Holdings (Macquarie affiliate) | Managing Director & Associate General Counsel | Nov 2004–July 2023 | Corporate/securities law for diversified asset manager |
| Klehr Harrison | Attorney, Corporate & Securities | Jan 2000–Nov 2004 | Corporate and securities practice |
| Pennsylvania Securities Commission | Counsel, Enforcement & Litigation; Lead Counsel, Internet Fraud Unit; Special Counsel to NASAA | Aug 1997–Dec 1999; Jan–Dec 1999; Jan–Dec 1999 | Enforcement; internet fraud leadership; national coordination |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KKR FS Income Trust (K-FIT) | Trustee | Current | Oversight of pricing/valuation via Valuation Designee framework |
| KKR FS Income Trust Select (K-FITS) | Trustee | Current | Oversight of pricing/valuation via Valuation Designee framework |
| FS KKR Capital Corp. II (FSKR) | Director | Until merger with FSK in June 2021 | Continuity through merger integration |
| Philadelphia College of Osteopathic Medicine | Trustee (most recently Vice-Chairman) | Feb 2012–2024 | Board leadership and governance |
Board Governance
- Independence: The Board affirmatively determined Hopkins is independent under the 1940 Act and NYSE rules; nine of 11 directors are independent .
- Committee assignments: Member, Valuation Committee (chair: Kropp); Member, Nominating & Corporate Governance Committee (chair: Harrow). Audit Committee membership not disclosed for Hopkins .
- Meeting cadence and attendance: Board met 9 times in FY2024; Audit held 8, Valuation 4, Nominating 2, Compensation 1. Each director attended at least 75% of Board and committee meetings during their service period .
- Lead Independent Director: Michael J. Hagan serves as Lead Independent Director, facilitating agendas and executive sessions of independent directors .
- Executive sessions: The Chief Compliance Officer reports quarterly and meets in executive session with independent directors at least annually .
- Annual meeting engagement: The company has no formal director annual meeting attendance policy; none of the directors then in office attended the 2024 annual meeting .
Committee Details (Hopkins)
| Committee | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Valuation Committee | Member | 4 | Oversees pricing/valuation by the Advisor as Valuation Designee |
| Nominating & Corporate Governance Committee | Member | 2 | Oversees director selection, governance documents, Board evaluation |
Fixed Compensation
- Structure: Independent directors are paid cash retainers for Board service, committee leadership, and select committee membership; no equity grants are disclosed for directors. Fees increased effective August 1, 2024 and are allocated among the Fund Complex (FSK, K-FIT, K-FITS) based on relative gross assets .
FY2024 Standard Fee Schedule (effective Aug 1, 2024)
| Component | Amount |
|---|---|
| Annual Board Retainer | $200,000 |
| Lead Independent Director Retainer | $30,000 |
| Committee Chair Retainers – Audit | $35,000 |
| Committee Chair Retainers – Valuation | $35,000 |
| Committee Chair Retainers – Nominating & Corporate Governance | $15,000 |
| Audit Committee Member Retainer (non-chair) | $5,000 |
| Valuation Committee Member Retainer (non-chair) | $10,000 |
FY2024 Actual Compensation – Jerel A. Hopkins
| Pay Element | FSK Company Amount | Fund Complex Total |
|---|---|---|
| Fees Earned or Paid in Cash | $200,960 | $210,000 |
- Reimbursement: Directors are reimbursed for reasonable authorized business expenses related to meeting attendance per policy .
Performance Compensation
- No performance-based compensation is disclosed for directors; the company did not grant stock options, stock appreciation rights, or similar instruments in fiscal year 2024 .
- Executive officers receive no direct compensation from the Company due to external management; director compensation decisions reference BDC peer data and may engage independent consultants .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Period |
|---|---|---|---|
| K-FIT | Registered investment trust | Trustee | Current |
| K-FITS | Registered investment trust | Trustee | Current |
| FSKR | BDC (predecessor-by-merger) | Director | Until June 2021 |
- Interlocks and conflicts context: As an externally managed BDC, FSK’s Advisor and affiliates advise multiple vehicles, and directors (including Hopkins) serve across the FS/KKR complex; co-investment exemptive relief (Jan 5, 2021) governs fair allocation and participation in negotiated transactions to mitigate conflicts . The company outlines time-allocation and investment-allocation conflicts and mitigation policies .
Expertise & Qualifications
- Corporate & securities law expert with enforcement experience (state regulator and NASAA) .
- Long-tenured asset management legal leadership (Macquarie affiliate) .
- Board governance experience across registered funds and educational institutions .
- Education: B.S., Wharton; J.D., Villanova .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Shares beneficially owned | 8,659; <1% of shares outstanding |
| Dollar range of ownership | Over $100,000 |
- Hedging/pledging: Insider Trading Policy prohibits short sales; derivatives; holding in margin accounts or pledging Company securities; and hedging/monetization transactions without prior approval from the Chief Compliance Officer .
- Section 16 compliance: Company reports all required filings for directors and officers were timely in FY2024 .
Governance Assessment
- Board effectiveness: Hopkins contributes independent oversight on valuation and governance committees, areas central to BDC investor protections (valuation accuracy; board composition/process). Meeting participation thresholds were met, and committee activity levels were appropriate for FY2024 .
- Alignment: Director compensation is cash-only; Hopkins holds >$100k of FSK shares, providing alignment absent equity grant programs for directors .
- Conflicts: External management structure introduces fee-linked conflicts (e.g., base/incentive fees tied to gross assets/net investment income). The Board explicitly recognizes that issuing shares below NAV can increase Advisor fees, and will weigh stockholder benefits before authorizing such actions—a governance-sensitive area investors should monitor .
- RED FLAGS:
- No director attendance at the 2024 annual meeting; while there is no formal attendance policy, this is a weaker engagement signal for shareholder-facing governance .
- External manager fee incentives and multi-vehicle advisory structure require continued vigilance on fair allocation, co-investment, and dilution risk when issuing below NAV (Board discloses mitigation and exemptive relief framework) .
- Policies: Robust insider trading and anti-hedging/pledging policies are in place; independent director leadership and annual executive sessions support governance checks .
Overall, Hopkins brings strong regulatory, legal, and fund governance credentials with active roles on valuation and nominating committees. Key investor watchpoints remain externally managed BDC conflicts (fees, below-NAV issuance) and director engagement optics (annual meeting attendance), which the Board addresses via policy disclosures and procedural safeguards .