John Fry
About John A. Fry
John A. Fry (age 64) serves as Lead Independent Director of FS Credit Real Estate Income Trust, Inc. (FSREI), having joined the board in 2017 and holding the lead role since April 2022; the board reaffirmed his lead designation on March 11, 2025 . Fry is President of Temple University (since November 2024) and previously served as President of Drexel University (2010–2024) and Franklin & Marshall College (2002–2010); he earlier was Executive Vice President and COO of the University of Pennsylvania and sat on the executive committee of the University of Pennsylvania Health System (1995–2002) . He holds an MBA from NYU Stern and a BA from Lafayette College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Drexel University | President | 2010–2024 | Led institution; external governance experience |
| Franklin & Marshall College | President | 2002–2010 | Institutional leadership |
| University of Pennsylvania | Executive Vice President (COO) | 1995–2002 | Member, executive committee of UPenn Health System |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Temple University | President | Nov 2024–present | Institutional leadership |
| Delaware Investments (mutual fund complex) | Board of Trustees | Not specified | Serves on nominating & corporate governance committee |
| Drexel Morgan & Co. | Director | Not specified | Board service |
| Community Health Systems (CYH) | Director | Not specified | Compensation committee member; chairs governance committee |
| vTv Therapeutics (VTVT) | Director | Not specified | Board service |
Board Governance
- Independence: The board affirmatively determined Fry is an “independent director” under FSREI charter, SEC rules, and applicable standards; seven of ten directors are independent .
- Lead Independent Director responsibilities: Works with the Chair/CEO on agendas, chairs executive sessions of independent directors, facilitates board–management communications, and consults on governance and board performance .
- Committee assignments: Audit Committee member (Connors Chair; members Brown and Fry); Connors designated “audit committee financial expert” .
| Board Activity (FY2024) | Meetings Held | John Fry Attendance |
|---|---|---|
| Board | 5 | ≥75% of board meetings attended by each director then serving |
| Audit Committee | 8 | Attended 5 meetings |
Engagement signal: Audit Committee attendance of 5/8 (62.5%) is below typical governance expectations and relative to peers could be viewed as a red flag for committee engagement .
Fixed Compensation
| Metric | FY2024 ($000s) |
|---|---|
| Fees Earned or Paid in Cash | 85 |
| Stock Awards (grant date fair value) | 85 |
| Total | 170 |
Compensation structure and role fees:
- Annual independent director retainer: $150,000 (paid quarterly) .
- Lead Independent Director additional retainer: $20,000 .
- Audit Committee Chair additional retainer: $20,000 (Fry is not chair) .
- Mix election: Independent directors may elect 40–50% cash; remaining paid as restricted Class I shares .
Performance Compensation
| Restricted Share Grants to Independent Directors (Aggregate) | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 |
|---|---|---|---|---|
| Grant date fair value per share ($) | 24.17 | 24.20 | 24.19 | 24.17 |
| Total restricted shares granted (aggregate count) | 23,002 (full-year) |
- Vesting: Restricted Class I shares vest one year from grant date, subject to board service, or earlier upon death, disability, or change in control of the company .
- Performance metrics: No performance conditions for director awards; they are time-based restricted shares (no PSUs or options reported) .
Other Directorships & Interlocks
| Company | Listing | Role | Committee Roles |
|---|---|---|---|
| Community Health Systems | NYSE: CYH | Director | Compensation committee member; chairs governance committee |
| vTv Therapeutics | Nasdaq: VTVT | Director | Board service |
| Delaware Investments | Mutual fund complex | Trustee | Nominating & corporate governance committee |
| Drexel Morgan & Co. | Private | Director | Board service |
No disclosed related-party transactions involving Mr. Fry; FSREI’s related-party disclosures are centered on adviser/sub-adviser agreements and fees overseen by independent directors as a group .
Expertise & Qualifications
- Governance and compensation expertise via CHS committee leadership (chairs governance; serves on compensation) .
- Asset management oversight via Delaware Investments trusteeship and governance committee role .
- Significant institutional leadership (Temple, Drexel, Franklin & Marshall) and operational experience (UPenn COO; exec committee of UPenn Health System) .
- Education: MBA (NYU Stern); BA (Lafayette College) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged |
|---|---|---|---|
| John A. Fry | 12,715 | <1% (company-wide notation) | None indicated; proxy notes no pledging except as disclosed, with no pledge noted for Fry |
Shares outstanding as of record date: 120,484,178 .
Governance Assessment
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Strengths:
- Independent Lead Director with defined responsibilities, enhancing board effectiveness and independent oversight .
- Broad governance and compensation committee experience at external public companies, relevant for oversight of fees to adviser/sub-adviser and overall governance .
- Board-level attendance met ≥75% in FY2024, meeting FSREI’s stated attendance standard .
- Equity retainer creates alignment; vesting accelerated only upon change in control, death, or disability; no options or complex derivatives that could misalign incentives .
-
Concerns and red flags:
- Audit Committee attendance: 5 of 8 meetings in FY2024 (≈62.5%), below typical best-practice thresholds; may signal limited engagement or bandwidth constraints given multiple external roles and university presidency .
- Hedging policy: Company has not adopted a specific anti-hedging policy for officers/directors/affiliates—this is shareholder-unfriendly and can undermine alignment if hedging occurs .
- Shareholder engagement: FSREI failed to achieve quorum at the July 1, 2025 annual meeting (adjourned to July 31) and again did not achieve quorum, resulting in holdover directors—this can affect investor confidence and suggests distribution challenges in a non-listed REIT context .
- Advisor/sub-advisor fee complexity and related-party structures require robust independent oversight; while independence is affirmed, continuous attention to fee reasonableness and operating expense caps is critical .
Overall: Fry brings strong governance credentials and external public company committee leadership. However, low Audit Committee attendance and the absence of a formal anti-hedging policy represent governance risks. The board’s failure to achieve quorum in 2025 underscores the need for improved stockholder engagement practices; as Lead Independent Director, Fry is positioned to influence enhancements to governance communication and investor outreach .