Brian Gold
About Brian Gold
Brian Gold, age 42, is Chief Financial Officer of FS Credit Real Estate Income Trust, Inc. (FSREI) effective April 1, 2025. He brings 20+ years across accounting, corporate finance, treasury, FP&A and real estate investment finance, including leadership roles at BrightSpire Capital, prior finance roles at Goldman Sachs and Morgan Stanley, and audit experience at KPMG; he is a CPA with a B.S. in Accounting from Long Island University . FSREI discloses that executive officers (including the CFO) receive no direct compensation from the Company (they are compensated by FS Real Estate Advisor, LLC), and Mr. Gold was appointed CFO with no direct company compensation; as of April 1, 2025 he held no FSREI shares per the beneficial ownership table . The Company has not adopted a hedging policy for officers/directors, which is an alignment consideration for investors .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BrightSpire Capital | Managing Director (Real Estate Investment Trust team) | Mar 2023 – Jul 2024 | Led finance and accounting for diversified CRE portfolio (senior/mezz loans, preferred equity, debt securities, REO, net lease), overseeing reporting and controls . |
| BrightSpire Capital | Senior Vice President | Jun 2019 – Mar 2023 | Senior finance leadership supporting portfolio management and SEC/GAAP reporting for CRE credit platform . |
| Goldman Sachs | Vice President of Finance | Jul 2015 – May 2019 | Senior member of financial reporting for SEC filings and alternative investments, ensuring accounting compliance . |
| Morgan Stanley | Finance Division (senior roles) | ~2010 – 2015 (five years) | Managed preparation of significant US GAAP disclosures and regulatory filings to the Federal Reserve . |
| KPMG | Audit (early career) | N/A | Public accounting foundation; CPA credential . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or external board roles disclosed in Company filings for Mr. Gold . |
Fixed Compensation
FSREI discloses no direct executive compensation (cash or equity) to its officers; executives are employees of FS Real Estate Advisor, LLC. Mr. Gold’s appointment explicitly notes he will not receive any direct compensation from FSREI.
| Component | Value | Notes |
|---|---|---|
| Base salary | Not paid by FSREI | Executive officers are compensated by FS Real Estate Advisor; the Company pays no direct executive compensation . |
| Target bonus % | Not paid by FSREI | No Company-paid bonuses to executive officers . |
| Actual bonus paid (last FY) | Not paid by FSREI | Not applicable given structure . |
| Cash perquisites | Not paid by FSREI | Not disclosed/paid at Company level . |
The Board has not established a compensation committee for executives because they do not receive direct compensation from the Company .
Performance Compensation
No Company-level performance-based equity or cash plans apply to executive officers; they are compensated by FS Real Estate Advisor.
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable (no Company-paid executive incentives) | — | — | — | — | — . |
Advisory fee-linked equity mechanics (influences alignment/selling dynamics at the adviser level)
Although not executive compensation, FSREI pays the Adviser an administrative services fee in Class I RSUs and may settle certain fees in Class I shares or performance-contingent rights, which can create supply/repurchase dynamics:
- Class I RSUs: Administrative services fee paid quarterly in RSUs; RSUs granted after Mar 31, 2025 vest 25% at the first month after the 2-, 3-, 4-, and 5-year anniversaries; earlier grants vest proportionally during 2026–2029 per schedule below .
- Class I PCRs: Performance-contingent rights may convert into Class I shares when quarterly “Adjusted Core Earnings” exceed distributions and the annualized Class I distribution yield ≥ management’s yield target (initially 6%); six-month minimum hold before repurchase eligibility .
Adviser RSU vesting schedule (by grant year; fractions vest each year)
| Grant Year | 2026 | 2027 | 2028 | 2029 |
|---|---|---|---|---|
| 2022 | 1/2 | 1/2 | — | — |
| 2023 | 1/3 | 1/3 | 1/3 | — |
| 2024 | 1/4 | 1/4 | 1/4 | 1/4 |
Repurchase mechanics for Adviser-held shares/RSUs: After six months from issuance, the Adviser can require FSREI to repurchase shares at the transaction price, subject to REIT/legal constraints and repurchase program limits/independent director approvals where applicable, which can influence periodic selling or liquidity needs .
Equity Ownership & Alignment
| Item | Value | Source/Notes |
|---|---|---|
| Shares beneficially owned (Apr 1, 2025) | — (less than 1%) | Beneficial ownership table lists Brian Gold with “—”; Company had 120,484,178 shares outstanding . |
| Ownership as % of outstanding | <1% | As disclosed; individual percentage not quantified but below 1% . |
| Vested vs unvested equity | None disclosed for Mr. Gold | No executive equity balances disclosed; executives do not receive Company equity awards . |
| Options outstanding | None | Equity plan shows no outstanding options; weighted-average exercise price “—” . |
| Shares pledged as collateral | None | Company notes listed insiders have not pledged shares, except as noted; none for Mr. Gold . |
| Hedging policy | No specific anti-hedging policy adopted | Company states it has not adopted specific practices/policies restricting hedging by officers/directors . |
| Ownership guidelines | Not disclosed | No executive ownership guideline disclosures in proxy . |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Role | Chief Financial Officer | Effective April 1, 2025 . |
| Employment/compensation locus | Employee of FS Real Estate Advisor (no direct pay from FSREI) | Executives are paid by the Adviser; Mr. Gold will not receive direct Company compensation . |
| Indemnification | Standard FSREI indemnification agreement for officers; expense advancement subject to limitations (no coverage for bad faith/deliberate dishonesty) | Agreement consistent with prior officer indemnification forms . |
| Severance/CoC | Not disclosed at Company level | Executive compensation/contracts are at Adviser level; not disclosed by FSREI . |
| Non-compete/non-solicit | Not disclosed | No Company-level employment contract terms disclosed . |
CFO succession timeline (context for retention/execution risk)
| Date | Event | Source |
|---|---|---|
| Oct 22, 2024 | Christopher Condelles resigns as CFO, effective Oct 28, 2024 (no dispute) | . |
| Oct 28, 2024 | Edward T. Gallivan, Jr. appointed CFO | . |
| Mar 11, 2025 | Gallivan resigns as CFO effective Apr 1, 2025; Brian Gold appointed CFO effective Apr 1, 2025 | . |
Compensation Committee Analysis
- FSREI does not maintain a standing compensation committee; the Board as a whole handles director pay, and executive officers receive no direct compensation from the Company (externally managed) .
- Accordingly, there is no disclosed compensation peer group, target percentile, or say‑on‑pay vote; the 2025 proxy’s business is limited to electing directors, with no advisory compensation vote .
Investment Implications
- Alignment: Mr. Gold held no FSREI shares as of April 1, 2025, and executives receive no Company equity or cash pay; alignment relies on Adviser's incentives rather than individual insider ownership, a potential gap versus traditional pay-for-performance structures .
- Potential selling pressure via adviser fee equity: The Adviser’s fees can be paid in Class I shares/RSUs/PCRs with defined vesting and repurchase rights after six months; these mechanics can create episodic share supply or mandatory repurchases at transaction price, impacting liquidity and distribution coverage optics .
- Governance/controls: Absence of a hedging policy for officers/directors is a governance red flag for alignment; investors typically prefer explicit anti-hedging/pledging restrictions .
- Retention/execution risk: Rapid CFO transitions in late 2024–early 2025 elevate near-term execution risk; monitor integration of Mr. Gold’s finance leadership and stability of the finance function following back‑to‑back changes .
- Monitoring: Track future proxies and any Form 4 filings for emergent insider ownership, as well as 8‑Ks for any changes to advisory fee elections (cash vs equity), RSU/PCR vesting triggers, or amendments that could affect equity issuance/repurchase cadence .