Michael Hagan

About Michael J. Hagan

Michael J. Hagan (Age: 62) is a Class A Director at FSK, serving since 2011, and the Board’s Lead Independent Director; his current term expires in 2026 . He is Managing Partner and co‑founder of Hawk Capital Partners (since December 2014), and previously held CEO/President roles at LifeShield and NutriSystem, with early career leadership at Verticalnet; he holds a B.S. in Accounting from Saint Joseph’s University and is an inactive CPA . He also serves on the boards of trustees of K‑FIT and K‑FITS and previously served on the FSKR board until the merger with FSK .

Past Roles

External Roles

Board Governance

• Lead Independent Director responsibilities: agenda setting with Chair/CEO, chairs executive sessions of independent directors, facilitates Board‑management communications, and consults on governance/Board performance .
• Committees and membership:
  • Nominating & Corporate Governance Committee: members Harrow (Chair), Hagan, Hopkins; held 2 meetings in 2024 .
  • Audit Committee: Ford (Chair), Kropp, Imasogie; 8 meetings in 2024 .
  • Valuation Committee: Adams, Sandler, Kropp (Chair), Hopkins, Goldstein, Imasogie; 4 meetings in 2024 .
  • Compensation Committee: Ford (Chair), Kropp, Imasogie; 1 meeting in 2024 .
• Independence and attendance: FSK’s majority‑independent Board (as required for BDCs); each director attended at least 75% of Board and committee meetings in 2024; Board met 9 times; no directors attended the 2024 annual stockholder meeting .
• Board structure: CEO (Forman) also serves as Chair; Board concluded structure appropriate given BDC regulation and NYSE listing .

Fixed Compensation

• Director cash fee schedule (effective August 1, 2024; paid quarterly; allocated across Fund Complex):
  • Annual Board Retainer: $200,000; Lead Independent Director Retainer: $30,000; Committee Chair Retainers: Audit $35,000, Valuation $35,000, Nominating & Corporate Governance $15,000; Audit Committee Member Retainer: $5,000 (not paid to chair); Valuation Committee Member Retainer: $10,000 (not paid to chair). Directors are reimbursed for reasonable meeting expenses; no retirement benefits .
• Hagan’s 2024 compensation:
  • Total Fees Earned/Paid in Cash by FSK: $222,384; Total Compensation from Fund Complex: $232,500 .

Compensation structure changes: Prior to Aug 1, 2024, Audit/Valuation chair retainers were $25,000; increased to $35,000 thereafter, signaling higher committee leadership compensation .

Performance Compensation

• No director equity awards or options granted in FY2024; Item 402(x) shows no options/SARs granted .
• FSK’s directors are compensated via cash retainers; no disclosure of RSUs/PSUs, option awards, or performance‑tied director equity programs .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial/accounting expertise (inactive CPA), corporate finance, private equity, and controls; entrepreneurial and senior executive experience in public/private companies .
• Lead Independent Director governance responsibilities reflect engagement in agendas, executive sessions, and communications .

Equity Ownership

• Beneficial ownership as of March 31, 2025:
  • Michael J. Hagan: 33,302 shares; reported dollar range of beneficial ownership “Over $100,000”; <1% of shares outstanding per proxy .
• Insider trading/hedging/pledging policies:
  • Prohibits hedging/monetization, short sales, derivatives, margin accounts, and pledging of FSK securities without advance approval; trades only in window periods with pre‑clearance; Section 16 filings reported as timely for FY2024 .

Governance Assessment

• Strengths

  • Lead Independent Director role enhances independent oversight (agenda control, executive sessions, comms) .
  • Active membership on Nominating & Corporate Governance Committee; independence affirmed; committee met during FY2024 .
  • Meaningful share ownership with strict anti‑hedging/anti‑pledging policy supports alignment .
  • Robust committee cadence (Audit 8; Valuation 4; Nominating 2; Comp 1) indicates engaged governance processes .

• Potential Risks/RED FLAGS

  • External management structure (FS/KKR Advisor) can create inherent conflicts; related‑party transactions reviewed by Audit Committee and governed by policies, but continuous vigilance needed .
  • No attendance by any directors at the 2024 annual stockholder meeting—optics negative for investor engagement despite meeting attendance ≥75% .
  • Multiple fund complex roles (K‑FIT/K‑FITS trusteeship) create interlocks across affiliated vehicles; important to ensure independent judgment in FSK oversight .

• Compensation Structure Signals

  • Increase in committee chair fees (Audit/Valuation) from $25,000 to $35,000 suggests heightened expectations for oversight and time commitment; cash‑only structure avoids equity misalignment risk but limits direct pay‑for‑performance linkage .
  • Lead Independent Director retainer ($30,000) formalizes added governance responsibilities .

• Independence & Effectiveness

  • Hagan meets independence criteria, maintains active governance responsibilities, and brings financial/accounting depth; attendance threshold met and executive session leadership is positive for Board effectiveness .

No specific related‑party transactions involving Hagan are disclosed; the company’s Code and Audit Committee policies require review/approval of any such transactions and adherence to arm’s‑length terms .