Osagie Imasogie

About Osagie Imasogie

Osagie Imasogie, age 63, is an independent Class B director of FS KKR Capital Corp. (FSK) with his current term expiring in 2027; he has served on FSK’s Board since 2019 (and previously served on the FSKR board until the merger) . He has more than 30 years of experience across law, finance, healthcare and pharmaceuticals; he holds postgraduate degrees from the University of Pennsylvania Law School and the London School of Economics and is an adjunct professor at Penn Law . The Board has affirmatively determined he is independent under the 1940 Act and NYSE rules .

Past Roles

External Roles

Board Governance

• Independence: The Board is currently 11 members, nine independent; Imasogie is listed among independent directors under 1940 Act/NYSE rules .
• Committee memberships:
  • Audit Committee: Member (Chair: Brian R. Ford; other member: James H. Kropp); 8 meetings in 2024 .
  • Valuation Committee: Member (Chair: James H. Kropp); 4 meetings in 2024 .
  • Compensation Committee: Member (Chair: Brian R. Ford; other member: James H. Kropp); 1 meeting in 2024 .
• Attendance and engagement: The Board met 9 times in 2024; each director attended at least 75% of Board and committee meetings during their service period; however, none of the directors attended the 2024 annual meeting of stockholders .
• Lead Independent Director: Michael J. Hagan serves; role includes agenda setting, executive sessions of independent directors, and governance liaison .

Fixed Compensation

Director cash compensation schedule (effective August 1, 2024; paid quarterly, allocated across Fund Complex):

Imasogie’s 2024 compensation:

Notes:

• Independent directors receive annual cash retainers (board, committee chair, and for non‑chairs, valuation/audit committee membership); Hagan also receives a lead independent director retainer .
• Directors are reimbursed for reasonable out‑of‑pocket expenses per meeting policy .

Performance Compensation

• No equity awards (RSUs/PSUs) or options were granted in 2024; the Company reported nothing under Item 402(x) for option‑like instruments . | Performance‑Linked Elements | Status | |---|---| | Stock awards (RSU/PSU), Option awards, Performance metrics | None disclosed for directors |

Other Directorships & Interlocks

The Nominating & Corporate Governance Committee evaluates director conflicts, independence, time availability, and diversity; stockholder‑recommended nominees are evaluated under the same criteria .

Expertise & Qualifications

• Deep legal, corporate finance, and life sciences operating experience (GSK, SmithKline, DuPont Merck, Endo) .
• Founder/operator track record (Iroko, Ception, Trigenesis) and private equity leadership at PIPV Capital .
• Academic governance and instruction (Trustee, Penn; adjunct professor at Penn Law) .
• Capital markets and advisory roles (Quoin Capital chair; Brown Advisory advisor) .

Equity Ownership

Additional ownership notes:

• No FSK shares subject to options exercisable within 60 days of March 31, 2025 (across the table) .
• Section 16(a) filings by directors/officers were timely in 2024 per company review .

Governance Assessment

• Board effectiveness and independence: Imasogie serves on three key committees (Audit, Valuation, Compensation), all composed of independent directors, supporting robust oversight of financial reporting, valuation, and the advisor cost allocations; audit committee met 8 times, valuation 4, compensation 1, indicating active committee cadence . Attendance threshold (≥75%) for all directors was met, but directors did not attend the 2024 annual stockholders meeting, which is a potential engagement gap for investor relations .
• Alignment and incentives: Independent director pay is cash‑based with increased retainers since August 2024; Imasogie received $205,530 from FSK and $215,000 across the Fund Complex for 2024 service, with no equity grants or options—typical for externally managed BDCs but offers limited equity alignment relative to at‑risk pay structures . He beneficially owns 7,603 shares, reported “over $100,000” in dollar range—alignment exists but is modest relative to total outstanding .
• Conflicts and related‑party exposure: As an externally managed BDC, FSK pays substantial fees to the Advisor (2024 accrued: $216M base management fee; $167M subordinated incentive fee; $10M administrative services), creating inherent conflicts (asset growth increases fee base). The Board and independent directors oversee allocation policies, review fee reasonableness versus peers, and must approve related‑party transactions; offering below NAV was recommended with explicit consideration of fee conflicts, concluding stockholder benefits would outweigh detriments before any issuance . The Nominating & Governance Committee screens for conflicts in director selection .
• Policies and controls: Insider Trading Policy includes prohibitions and restrictions on hedging and pledging; compliance oversight includes executive sessions with independent directors at least annually, quarterly CCO reporting, and audit firm independence monitoring . Lead independent director framework supports independent oversight of a combined Chair/CEO structure .

RED FLAGS

• Externally managed structure with large, performance‑linked fees to Advisor (base, income incentive, capital gains) increases potential conflicts around asset growth and NAV methodologies; Board disclosures acknowledge and describe mitigation but the economic incentives remain significant .
• No director attendance at the 2024 annual meeting, which may be perceived as a lack of direct stockholder engagement .
• No equity‑based director compensation or ownership guidelines disclosed, limiting formal equity alignment signals (though personal share ownership is disclosed) .

Strengths

• Multi‑disciplinary expertise relevant to valuation and complex credit investing (legal, pharma, corporate finance), plus prior venture creation and PE governance experience .
• Service across Audit, Valuation, and Compensation committees supports oversight of reporting integrity, valuation processes (Advisor as Valuation Designee), and advisor‑related cost allocations .