Ryan Boyer
About Ryan N. Boyer
Ryan N. Boyer (age 54) is an independent director of FS Credit Real Estate Income Trust, Inc. (FSREI) serving since July 2021. His background is in labor leadership and regional infrastructure governance, including long-tenured roles with Laborers’ Local 332 and the Laborers District Council of the Metropolitan Area of Philadelphia and Vicinity, and prior service as Chair of the Delaware River Port Authority board; the proxy does not disclose formal degrees. He brings contract negotiation, fund trustee oversight, and public authority board experience to FSREI’s board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BRIJTS, Inc. | Co-Founder | Oct 1993 – Oct 1994 | Real estate investment focused on rehabbing/selling residential properties to rejuvenate Philadelphia neighborhoods |
| Laborers’ Local 332 | Journeyman; Assistant to Secretary-Treasurer; Secretary-Treasurer | Joined Mar 1995; Assistant in 2000; Secretary-Treasurer 2003–2008 | Negotiated labor contracts; oversaw ~$2 million annual budget |
| Laborers District Council (Metropolitan Area of Philadelphia & Vicinity) | Business Manager | Since Aug 2008 | Negotiates contracts; oversees compliance; Trustee of pension, training, and health & welfare funds |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coalition of Black Trade Unionists (SE Pennsylvania Chapter) | President | Since Sept 2014 | Diversity & inclusion within union movement; mentorship of minority leaders |
| Delaware River Port Authority | Chair, Board of Commissioners | Appointed July 2015; served until 2021 | Oversight of bi-state authority driving regional commerce and worker transport |
| Philadelphia Workforce Investment Board (Philly Works) | Board/Commission Member | Current | Workforce development governance |
| Philadelphia Jobs Commission | Commission Member | Current | Economic/jobs policy input |
| City of Philadelphia Tax Review Board | Board Member | Current | Tax adjudication oversight |
Board Governance
- Independence: The Board affirmatively determined Boyer is an “independent director” under FSREI’s charter, bylaws, SEC rules, and NASAA REIT independence criteria; FSREI’s board comprises ten directors, seven independent.
- Committee assignments: FSREI has one standing committee (Audit). Current Audit Committee members are Terence J. Connors (Chair), James W. Brown, and John A. Fry; Boyer is not listed as a member.
- Attendance: The Board met five times in FY2024 (four regular); each director then serving attended at least 75% of Board meetings.
- Lead Independent Director: John A. Fry appointed Lead Independent Director on March 11, 2025, chairs executive sessions of independent directors and facilitates governance and board performance.
- Nominating function: FSREI does not have a standing nominating committee; the full Board handles nominations and considers stockholder recommendations.
Fixed Compensation (Independent Director – FY2024)
| Component ($USD thousands) | FY 2024 |
|---|---|
| Annual retainer – Cash | $60 |
| Annual retainer – Stock awards | $90 |
| Committee chair fees | $0 (not Audit Chair) |
| Lead Independent Director fee | $0 (not Lead Independent Director) |
| Total | $150 |
- Structure: Independent directors receive a $150,000 annual retainer (paid quarterly); Audit Committee Chair and Lead Independent Director each receive an additional $20,000. Directors may elect 40–50% cash with the remainder in restricted Class I shares. Restricted shares vest at one year, or earlier upon death, disability, or change in control.
Performance Compensation (Equity Awards and Terms)
| Equity Award Terms | Details |
|---|---|
| FY2024 grant cadence & fair values | Company granted restricted Class I shares to independent directors in Feb, May, Aug, and Dec 2024 at grant-date fair values of $24.17, $24.20, $24.19, and $24.17 per share; total shares granted across all independent directors: 23,002 |
| Boyer FY2024 stock award value | $90,000 (restricted Class I shares; number of shares not itemized by director) |
| Vesting | One-year anniversary of grant date; accelerates upon death/disability or change of control |
| Plan limits | Independent Director Restricted Share Plan: up to 200,000 total Class I shares, max 10,000 per director per calendar year |
No director-specific performance metrics (e.g., revenue, EBITDA, TSR) are disclosed for equity awards; grants are time-based restricted shares under the plan.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company directorships | None disclosed for Boyer in the proxy biography |
| Notable non-profit/agency boards | CBTU (SE PA), DRPA (prior), Philly Works, Philadelphia Jobs Commission, City of Philadelphia Tax Review Board |
| Committee roles at other entities | Chair of DRPA Board (prior) |
| Interlocks/conflicts (competitors/suppliers/customers) | No public-company interlocks disclosed in proxy; roles are civic/union/regional authority in nature |
Expertise & Qualifications
- Labor leadership and contract negotiation experience; trustee oversight of pension, training, and health & welfare funds provides fiduciary and benefits governance exposure.
- Prior chairmanship of a major bi-state infrastructure authority (DRPA) with economic and transport impact; service across multiple civic boards/commissions indicates broad stakeholder engagement.
- Board determined Boyer should serve based on leadership and experience.
Equity Ownership (Alignment)
| As of April 1, 2025 | Shares | Ownership % | Pledged |
|---|---|---|---|
| Ryan N. Boyer | 10,599 | <1% | None; proxy notes listed holders have not pledged shares |
Governance Assessment
- Independence and oversight: Boyer is one of seven independent directors on a ten-member board; FSREI’s governance relies on independent directors to review related-party transactions and advisory arrangements given FSREI’s external management structure.
- Committee engagement: Boyer is not on the Audit Committee, which met eight times in 2024 and is chaired by an audit committee financial expert; Board-wide nomination and director compensation decisions are handled by the full Board (no compensation committee).
- Attendance & engagement: Board attended at least 75% for FY2024 meetings; while director-specific rates are not itemized, this meets a baseline engagement threshold.
- Compensation mix & alignment: Boyer elected 40% cash / 60% equity for FY2024 ($60k cash; $90k stock), consistent with policy allowing 40–50% cash, supporting ownership alignment via time-based restricted Class I shares.
- Related-party exposure: FSREI’s advisory/sub-advisory agreements include base and performance fees, RSUs/PCRs mechanics, and broad reimbursable expenses—independent directors must review and annually evaluate fee reasonableness and conflicts. This heightens the importance of independent director vigilance (including Boyer) over adviser economics and Class I share-linked instruments.
- RED FLAGS:
- Hedging policy: FSREI has not adopted policies restricting hedging transactions by directors or affiliates (explicitly notes no specific practices/policies regarding hedging), which can weaken ownership alignment signals.
- External management complexity: Multiple fee layers (base, performance, administrative services), origination fees retention by adviser/sub-adviser, and PCR/RSU arrangements create potential conflicts that require robust independent director oversight.