David Adelman
About David J. Adelman
Independent director of FS Credit Real Estate Income Trust, Inc. (FSREI) since February 2018; age 53. Co‑founder of FS Investments; President & CEO of Campus Apartments, Inc. since 1997; chairman of 76 Devcorp (Philadelphia arena initiative); partner in Harris Blitzer Sports & Entertainment. Education: B.A., Political Science, The Ohio State University. The Board cites his investment and management experience with affiliates of the sponsor as rationale for service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FS Investment Corporation and related FS funds/advisers | Vice-Chairman (multiple entities) | Through April 2018 | Presided since each entity’s inception; extensive sponsor/affiliate leadership experience |
| Campus Apartments, Inc. | President & CEO | Since 1997 | Nationwide student housing operator; real estate operating leadership |
| FS Investments (sponsor) | Co‑founder | Since 2007 (implied by FS Investments founding) | Sponsor/affiliate leadership; co‑founded firm with Michael Forman |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 76 Devcorp | Chairman | Not disclosed | Leading $1.3B privately funded urban arena project in Philadelphia |
| Harris Blitzer Sports & Entertainment | Partner | Not disclosed | Ownership group of Philadelphia 76ers, NJ Devils, Prudential Center |
| Penn Medicine | Board of Trustees | Not disclosed | Civic/non-profit governance |
| University City District | Board of Directors | Not disclosed | Urban development & community engagement |
| Jewish Federation of Greater Philadelphia | Chairman | Not disclosed | Community leadership |
| Philadelphia Holocaust Remembrance Foundation | Past Chairman | Not disclosed | Led memorial plaza development |
Board Governance
- Independence: Interested Director (not independent) per charter criteria; seven of ten directors are independent (Buchholz; Boyer; Brown; Connors; Fry; Hankowsky; Schiff) .
- Committees: FSREI has a single standing Audit Committee (Connors—Chair; Brown; Fry). Adelman is not listed as a member .
- Lead Independent Director: John A. Fry; appointed March 11, 2025, chairs executive sessions of independent directors .
- Attendance: Board met five times in FY 2024; each director attended at least 75% of Board meetings .
- 2025 Annual Meeting: July 31, 2025 meeting adjourned for lack of quorum; incumbents continue as holdover directors under Maryland law until successors are elected and qualify .
Fixed Compensation
| Component | FSREI Policy (FY 2024) | Adelman-Specific Disclosure |
|---|---|---|
| Annual Cash Retainer | $150,000 in equal quarterly installments for independent directors | Not disclosed; compensation table covers independent directors only |
| Committee Chair Fees | Audit Chair: +$20,000; Lead Independent Director: +$20,000 | Not applicable (not Audit Chair/Lead) |
| Meeting Fees | None disclosed; reimbursement of reasonable expenses | Not disclosed |
Note: The proxy presents compensation paid to independent directors; no director compensation figures are disclosed for Adelman in FY 2024 .
Performance Compensation
| Equity Program | Terms | FY 2024 Grants | Vesting |
|---|---|---|---|
| Independent Director Restricted Share Plan | Independent directors may elect 40–50% cash; remaining paid in restricted Class I shares determined by quarterly transaction price | Total of 23,002 restricted Class I shares granted to independent directors across Feb/May/Aug/Dec; grant date fair values per share: $24.17 (Feb), $24.20 (May), $24.19 (Aug), $24.17 (Dec) | One-year vesting from grant date; accelerated on death/disability or change in control |
No options outstanding under equity plans (weighted‑average exercise price $—; no securities to be issued upon option/warrant/rights exercise) . No performance metrics (TSR/EBITDA/etc.) are tied to director equity awards; grants are time‑vested .
Other Directorships & Interlocks
- Sponsor/Affiliate Interlocks: Co‑founder of FS Investments (sponsor); principal of Future Standard (sponsor parent), which funded offering costs and holds/held Class F shares. Board renews advisory agreement annually; affiliates receive management, performance, administrative and origination fees under advisory/sub‑advisory agreements .
- Public Company Boards: None disclosed for Adelman in FSREI’s proxy (other directors list external public boards; Adelman’s roles are sponsor/private/civic) .
Expertise & Qualifications
- Core expertise: Real estate operations (student housing), investment management, sponsor governance, large-scale urban development; co‑founded alternative asset sponsor .
- Education: B.A., The Ohio State University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| David J. Adelman | 8,805 | <1% (of 120,484,178 shares as of Apr 1, 2025) | Sole voting/dispositive power; no pledging disclosed |
Additional affiliate holdings and commitments:
- Future Standard (controlled by Forman and Adelman) funded offering costs and earlier capital; in Dec 2016 principals (Forman and Adelman) purchased 8,000 Class F shares at $25 per share; committed not to tender while FS Real Estate Advisor remains adviser .
- As of June 30/Sept 30, 2025, affiliates held Class F shares (FS Real Estate Advisor and Rialto balances disclosed) .
Governance Assessment
- Independence and Conflicts: Adelman is an interested director due to sponsor/affiliate ties (co‑founder of FS Investments; principal of Future Standard). This creates structural conflicts as the adviser/sub‑adviser and dealer manager are affiliates receiving fees; independent directors are tasked with ongoing review and fairness determinations under charter (Item 404‑style oversight) .
- Compensation Governance: No separate compensation committee; Board as a whole sets director compensation based on comparable REIT data—appropriate given externally managed model but limits independent oversight structure for compensation .
- Attendance/Engagement: Minimum 75% attendance in FY 2024; Audit Committee active (8 meetings in 2024) though Adelman is not a member .
- Ownership Alignment: Personal ownership of 8,805 shares (<1%) suggests limited direct economic alignment relative to float; affiliate Class F holdings and historical commitments provide sponsor alignment but can blur investor vs. sponsor interests .
- RED FLAGS:
- Hedging Policy: Company has not adopted a policy restricting hedging of company equity by directors/officers—potential misalignment risk if utilized .
- Annual Meeting Quorum Failure: 2025 meeting adjourned without quorum; directors remain as holdovers—signals potential investor engagement or distribution channel challenges .
- Structural Conflicts: Extensive related‑party fee ecosystem (management, performance, admin, origination) necessitates robust independent oversight; charter provides safeguards, but inherent conflicts persist .
Insider Trades (last 24 months)
| Date Filed | Form | Summary | Source |
|---|---|---|---|
| Oct 2, 2025 | Form 4 | Statement of changes in beneficial ownership of FSREI securities (transaction details not provided in proxy; see SEC link) |
Related-Party Exposure (Item 404 context)
- Advisory/Sub‑advisory Agreements: Adviser entitled to base management fee (1.25% of NAV), performance fee (10% of Core Earnings subject to 6.5% annualized hurdle), and administrative services fee (1.0% of NAV); origination fees up to 1% of loan amount may be retained by adviser/sub‑adviser. Method of payment may include cash, Class I shares, performance‑contingent rights (PCRs), and RSUs, with repurchase mechanics requiring independent director approval if limits are exceeded .
- Expense Limitation Agreement: Adviser/sub‑adviser waive operating expenses above 1.5% of average net assets by class; recoupment subject to caps and timing .
- Governance Safeguards: Charter mandates independent director review and fairness determinations for affiliate transactions; operating expense caps (2%/25%) and other conflict protections detailed .
Compensation Committee Analysis
- Structure: No standing compensation committee; Board sets director compensation. Audit Committee exclusively addresses audit/controls and does not cover compensation .
- Consultant Usage/Interlocks: Not disclosed. Director pay benchmarked to comparable REITs by Board .
Director Compensation (Independent Directors – FY 2024 context)
| Name | Cash ($000s) | Stock Awards ($000s) | Total ($000s) |
|---|---|---|---|
| Boyer | 60 | 90 | 150 |
| Brown | 75 | 75 | 150 |
| Buchholz | 60 | 90 | 150 |
| Connors | 85 | 85 | 170 |
| Fry | 85 | 85 | 170 |
| Hankowsky | 75 | 75 | 150 |
| Schiff | 75 | 75 | 150 |
| Total | 515 | 575 | 1,090 |
Adelman’s director compensation is not disclosed in the FY 2024 table (which covers independent directors) .
Governance Signals for Investors
- Board independence majority with a single standing committee (Audit); reliance on Board for nominations and director compensation; Lead Independent Director role strengthened in 2025 .
- Sponsor affiliate involvement is extensive; independent director oversight and charter protections are central to mitigating conflicts. Monitor advisory fee payments and renewals, affiliate share repurchases, and expense waivers/recoupments .
- Investor engagement risk indicated by 2025 annual meeting adjournment; track future quorum/participation and any governance outreach disclosures .