James Brown
About James W. Brown
James W. Brown, age 73, is an independent director of FS Credit Real Estate Income Trust, Inc. (FSREI) and has served on the board since December 2021 . He holds a B.A. from Villanova University’s Honors Program and a J.D. from the University of Virginia Law School, with a career spanning legal practice, Pennsylvania state government leadership, and private equity, as well as senior advisory roles in the U.S. Senate; he is currently a director of Hershey Trust Company, a member of the Board of Managers of the Milton Hershey School, and chair of the M.S. Hershey Foundation; he formerly served as a director of The Hershey Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. House of Representatives, Banking Committee | Attorney | 1977–1981 | Legislative counsel on banking policy |
| Dilworth Paxson LLP | Associate/Partner | 1982–1987 | Represented real estate lenders, buyers, sellers, bondholders |
| Commonwealth of Pennsylvania | Secretary of General Services | 1987 | Led construction, building operations, real estate leasing |
| Commonwealth of Pennsylvania | Chief of Staff to Gov. Robert P. Casey | 1989–1994 | Served on boards of state pension funds, Pennsylvania Housing Finance Agency; led economic development projects |
| SCP Private Equity Partners | Founding Partner | 1995–2006 | Led investments, including several hotels |
| U.S. Senate | Chief of Staff to Sen. Robert P. Casey, Jr. | 2007–2015 | Senior advisory and management role |
| FS Series Trust | Trustee (FS Investments affiliation) | Since 2016 | Fiduciary oversight of investment products |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Hershey Trust Company | Director | Current | Governance of trust assets |
| Milton Hershey School | Board of Managers | Current | School governance oversight |
| M.S. Hershey Foundation | Chair of the Board | Current | Philanthropic leadership |
| The Hershey Company | Director | Former | Public company board experience |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee members are Connors (Chair), Brown, and Fry .
- Independence: Board affirms Brown is an “independent director” under company charter and SEC standards .
- Attendance: Board met 5 times in FY2024; each director attended at least 75% of Board meetings . Audit Committee held 8 meetings in 2024; Brown attended all 8 (exceptions noted were Fry with 5 and Connors with 7) .
- Lead Independent Director: John A. Fry appointed March 11, 2025; lead role chairs executive sessions of independent directors and coordinates agendas (context for board process; Brown is not LID) .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Annual Retainer (Independent Director) | $150,000 |
| Cash Paid to Brown | $75,000 |
| Stock Awards Value to Brown | $75,000 |
| Committee Chair Fee (Audit Chair) | $20,000 (not applicable to Brown) |
| Lead Independent Director Fee | $20,000 (not applicable to Brown) |
| Payment Mix Policy | Directors may elect 40%–50% cash; remainder in restricted Class I shares; paid quarterly |
| Reimbursement Policy | Reasonable out-of-pocket expenses reimbursed per policy |
- Director compensation is board-level determined (no standing compensation committee given executives receive no direct compensation from FSREI) .
Performance Compensation
- No performance metrics (TSR/EBITDA/ESG) are tied to director compensation; independent directors receive restricted Class I shares that vest on the one-year anniversary of grant (or earlier upon death, disability, or change in control) .
- 2024 grant cadence and fair values:
| Grant Detail | Feb 2024 | May 2024 | Aug 2024 | Dec 2024 |
|---|---|---|---|---|
| RSU grant date fair value per share | $24.17 | $24.20 | $24.19 | $24.17 |
Note: A total of 23,002 restricted Class I shares were granted to independent directors in 2024 (aggregate across directors; per-director share counts not disclosed) .
Other Directorships & Interlocks
| Company/Institution | Overlap/Interlock | Potential Conflict Commentary |
|---|---|---|
| Hershey Trust Company; Milton Hershey School; M.S. Hershey Foundation | Philanthropic/educational entities | No FSREI-related transactions disclosed; low direct commercial overlap with FSREI’s credit real estate focus . |
| The Hershey Company (former director) | Consumer staples manufacturer | Historical role; no current FSREI related-party exposure disclosed . |
Expertise & Qualifications
- Real estate transactions, finance and investment; public and private sector leadership including state-level infrastructure and economic development; extensive board service (public, private, nonprofit) .
- Legal training (J.D.) and governmental operations background strengthen oversight of complex advisory arrangements and compliance .
Equity Ownership
| Ownership Metric | As of Apr 1, 2025 |
|---|---|
| Shares Beneficially Owned (Brown) | 9,317 |
| Ownership % of Outstanding | <1% (Company had 120,484,178 shares outstanding) |
| Pledged Shares | None (company notes no pledges by listed persons) |
No stock options or warrants disclosed for directors; equity alignment primarily via restricted Class I shares under the independent director restricted share plan .
Governance Assessment
-
Strengths
- Independent director; member of a three-person Audit Committee with defined oversight of financial reporting, auditor independence, internal controls, and cybersecurity .
- Strong meeting engagement: attended all eight Audit Committee meetings in 2024; Board attendance ≥75% threshold met .
- Compensation mix includes equity via restricted shares, creating alignment; policy allows 40%–50% cash with remaining paid in stock; Brown’s split was 50% cash / 50% stock by value in FY2024 .
-
Risks and potential red flags
- Company-level hedging policy: the Board has not adopted specific hedging practices/policies for directors and officers—could be viewed as a governance gap relative to best practice at listed issuers .
- Externally managed REIT structure entails inherent related-party conflicts with adviser/sub-adviser; independent directors review fairness of transactions, but complexity and fee structures require continued vigilance .
- Equity ownership is modest at 9,317 shares (<1%); while RSU grants add alignment, the absolute stake is small relative to total outstanding shares .
- Historical Section 16 filing timeliness: Brown failed to timely file one Form 4 in November 2022 (single transaction), which was reported in the 2023 proxy—minor compliance blemish; no similar disclosures in 2024/2025 .
Attendance Details
| Committee/Board | FY 2024 Meetings | Brown Attendance |
|---|---|---|
| Board of Directors | 5 | ≥75% (company-wide threshold met by all directors) |
| Audit Committee | 8 | 8 (all meetings attended; exceptions noted only for Fry:5, Connors:7) |
Director Compensation (FY 2024)
| Component | Amount |
|---|---|
| Cash Fees (Brown) | $75,000 |
| Stock Awards (Brown) | $75,000 |
| Total (Brown) | $150,000 |
| Standard Annual Retainer (Ind. Directors) | $150,000 |
| Audit Committee Chair Fee | $20,000 (not applicable to Brown) |
| Lead Independent Director Fee | $20,000 (not applicable to Brown) |
Insider Trades / Section 16 Compliance
| Date | Form | Status/Note |
|---|---|---|
| Nov 2022 | Form 4 | Filed late (single transaction); disclosed in 2023 proxy; otherwise compliant per company review |
No 2024/2025 delinquent Section 16 disclosures noted for Brown in the latest proxy .