Richard Goldstein
About Richard I. Goldstein
Richard I. Goldstein (age 64) is an independent Class B director of FS KKR Capital Corp. (FSK), serving since 2018 with a current term expiring in 2027. He is Chief Operating Officer of Radius Global Infrastructure Inc. (since 2020) and has been a Managing Director of Associated Partners since its inception in 2006, also serving as COO of AP WIP Investments. He holds a B.S. in Business and Economics from Carnegie Mellon University and received training at MIT in Management Information Systems .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Radius Global Infrastructure Inc. | Chief Operating Officer | Since 2020 | Senior operating leadership in infrastructure assets |
| Associated Partners | Managing Director | Since 2006 | Private investment partnership in wireless; investment negotiation experience |
| AP WIP Investments | Chief Operating Officer | Not disclosed | Wireless infrastructure operations leadership |
| The Associated Group, Inc. (AGI) | Vice President | Not disclosed | Responsible for operating AGI’s cellular telephone operations |
| Ubicquia | Director | Since 2017 | Board oversight in technology; governance experience |
| Intellon Corporation | Director | Prior to acquisition by Atheros | Board role at semiconductor networking firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FS Specialty Lending Fund (f/k/a FS Energy and Power Fund) | Lead Director | Since March 2015 | Registered investment company; leadership role |
| KKR FS Income Trust (K-FIT) | Trustee | Not disclosed | Fund complex role aligned with FSK oversight |
| KKR FS Income Trust Select (K-FITS) | Trustee | Not disclosed | Fund complex role aligned with FSK oversight |
| FS KKR Capital Corp. II (FSKR) | Director | Prior to June 2021 merger | Predecessor-by-merger to FSK |
Board Governance
- Independence: The Board determined Goldstein is independent under Section 2(a)(19) of the 1940 Act and NYSE rules, with no material business or professional relationship in the prior two years beyond board service .
- Committee assignments: Member, Valuation Committee (independent); Valuation oversaw pricing and valuation by the Advisor acting as valuation designee; committee met 4 times in 2024 .
- Other committees: Not a member of the Audit, Compensation, or Nominating and Corporate Governance Committees (those committees list other members) .
- Attendance and engagement: The Board met 9 times in 2024; each director attended at least 75% of Board and committee meetings during their service. None of the directors then in office attended the 2024 annual meeting of stockholders .
- Lead Independent Director: Michael J. Hagan serves as Lead Independent Director .
- Executive sessions: The Chief Compliance Officer meets separately in executive session with independent directors at least once annually .
Fixed Compensation
- Standard director fees (effective August 1, 2024; paid quarterly and allocated across the 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) .
| Director | Fees Earned or Paid in Cash by FSK (FY 2024) | Total Compensation from FSK (FY 2024) | Total Compensation from Fund Complex (FY 2024) |
|---|---|---|---|
| Richard I. Goldstein | $200,960 | $200,960 | $210,000 |
- Reimbursements: Reasonable out-of-pocket expenses for in-person Board and committee meetings reimbursed per policy .
Performance Compensation
- No performance-based director compensation disclosed; directors receive cash retainers and committee fees only. The Company did not grant stock options or similar instruments in fiscal 2024 .
Other Directorships & Interlocks
| Company / Fund | Type | Role | Overlap/Interlock |
|---|---|---|---|
| FS Specialty Lending Fund | Registered investment company | Lead Director | Same fund complex as FSK; governance interlock |
| K-FIT | Registered investment trust | Trustee | Same fund complex; potential co-investment oversight |
| K-FITS | Registered investment trust | Trustee | Same fund complex; potential co-investment oversight |
| FSKR | BDC (pre-merger) | Director | Predecessor entity to FSK |
- Co-investment and allocation context: The Board authorized reliance on a January 5, 2021 SEC exemptive order permitting certain co-investments with Advisor affiliates, mitigating conflicts via allocation policies; the Advisor’s multi-account platform can create allocation and conflict considerations the Board oversees .
Expertise & Qualifications
- Senior operating leadership across wireless/infrastructure assets (Radius Global; Associated Partners; AP WIP) .
- Investment negotiation experience across industries, including energy; prior operator roles in cellular businesses (AGI) .
- Board governance experience at technology and investment funds (Ubicquia; FS Specialty Lending Fund; K-FIT/K-FITS) .
- Education: B.S. in Business and Economics (Carnegie Mellon); training at MIT in MIS .
Equity Ownership
| Holder | Shares Beneficially Owned (Mar 31, 2025) | Ownership % | Holding Type | Dollar Range Category |
|---|---|---|---|---|
| Richard I. Goldstein | 31,560 | <1% | All shares held in an IRA | Over $100,000 |
- Insider policy: Hedging, short sales, margin accounts, and pledging Company securities are prohibited for directors and covered persons absent advance approval; trades require pre-clearance and are limited to window periods .
- Section 16 compliance: The Company reports all Section 16 filings by directors and officers were timely for fiscal 2024 .
Governance Assessment
- Board effectiveness: Goldstein is an independent Valuation Committee member, aligning with critical BDC functions of valuation oversight delegated to the Advisor; committee met 4 times in 2024, supporting governance of fair value determinations .
- Alignment: Material personal ownership in FSK common stock via IRA (31,560 shares; >$100k dollar range); anti-hedging/anti-pledging policies strengthen alignment and mitigate red flags around collateralization or hedging .
- Attendance signal: While overall Board/committee attendance met minimum thresholds (≥75%), no directors attended the 2024 annual meeting, which investors may interpret as a neutral-to-modest engagement signal depending on context .
- Conflict oversight: Multiple fund-complex roles (K-FIT/K-FITS; FS Specialty Lending Fund) and reliance on SEC co-investment exemptive relief require robust allocation and conflict management; the proxy outlines allocation policies and Board oversight to mitigate these risks . The Board also explicitly weighed potential fee-related conflicts tied to issuing shares below NAV and concluded stockholder benefits would need to outweigh fee impacts before such actions .
- Compensation: Cash-only structure (no equity grants/options for directors) reduces pay complexity and performance metric gaming risk but may provide less direct linkage to long-term TSR than equity-based retainers common at other issuers .