Stephen Sypherd
About Stephen Sypherd
Stephen S. Sypherd, age 48 as of April 1, 2025, serves as Vice President, Treasurer and Secretary of FS Credit Real Estate Income Trust, Inc. (FS Credit REIT) and has held these roles since the Company’s inception in 2016 . He oversees legal and compliance matters across FS Investments’ entities and products; previously he spent eight years as an attorney at Skadden, Arps, Slate, Meagher & Flom LLP . He holds a B.A. in Economics from Villanova University and a J.D. from Georgetown University Law Center, where he was an executive editor of the Georgetown Law Journal . FS Credit REIT is externally managed; the Company’s executive officers (including Sypherd) receive no direct compensation or stock-based awards from the Company, so company-level TSR/pay linkage and vesting-driven selling pressure are not applicable; alignment primarily comes via personal share ownership and sponsor incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FS Investments and affiliates | Senior VP (Dec 2011–Aug 2014); General Counsel (since Jan 2013); Managing Director (since Aug 2014) | As disclosed | Responsible for legal and compliance across entities and products |
| Skadden, Arps, Slate, Meagher & Flom LLP | Attorney (Corporate & Securities) | Eight years (prior to joining FS in 2011) | Corporate/securities law experience supporting subsequent legal/compliance leadership at FS |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| University of the Arts | Board of Trustees member; Audit & Governance committees | Not stated | Ongoing board/committee service noted in multiple proxy years |
Fixed Compensation
FS Credit REIT’s executive officers do not receive direct cash or equity compensation from the Company; they are employees of FS Real Estate Advisor (the external adviser) and are paid by FS Investments or affiliates. The Company does not compensate executive officers under any stock-based plans .
| Component | Amount/Terms |
|---|---|
| Base salary | Not paid by the Company |
| Target bonus % | Not paid by the Company |
| Actual bonus | Not paid by the Company |
| Pension/SERP/Deferred comp | Not paid by the Company |
| Perquisites | Not paid by the Company |
Performance Compensation
The Company does not grant RSUs/PSUs/options or apply performance metrics to executive officer pay; no company-level vesting schedules or payout formulas apply to Mr. Sypherd .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable (no executive officer incentive plans at Company) | — | — | — | — | — |
Hedging policy: The Board “has not adopted” specific practices or policies regarding the ability of officers/directors/adviser employees to engage in hedging transactions of Company equity securities (i.e., no explicit prohibition disclosed) .
Equity Ownership & Alignment
As of each proxy year, Mr. Sypherd’s beneficial ownership is disclosed below. Each proxy states, to the Company’s knowledge, listed persons have not pledged shares as security, and percentages marked “*” indicate less than 1% .
| Metric | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Shares beneficially owned | 12,554 | 12,554 | 12,554 | 12,554 | 12,554 |
| % of shares outstanding | <1% | <1% | <1% | <1% | <1% |
| Pledged as collateral | None disclosed (Company states no pledges for persons listed) | None | None | None | None |
Context – Company share base:
| Metric | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Company shares outstanding (as-of proxy record date) | 16,134,505 | 65,944,498 | 105,515,578 | 123,990,967 | 120,484,178 |
Alignment takeaways:
- Small absolute ownership and <1% stake each year suggests limited direct equity alignment via personal holdings .
- No pledging disclosure is a positive (reduced forced-selling risk) .
- Absence of a hedging prohibition could dilute alignment (policy not adopted) .
Employment Terms
- External manager structure: Executive officers are employees of FS Real Estate Advisor; the Company reimburses certain expenses but does not compensate or grant equity to executive officers .
- Indemnification: The Company uses standard indemnification agreements for officers and directors; recent 8-Ks documenting officer appointments reflect entering into substantially identical indemnification agreements, with advancement of expenses subject to limitations .
- Advisory agreement indemnification/termination: The advisory agreement includes indemnification and termination provisions for the adviser and affiliates (not officer-specific), with defined “Cause”/“Good Reason” and limits on indemnification where negligence/misconduct applies .
- Severance/change-in-control, non-compete/non-solicit, clawback, tax gross-ups: No officer-specific employment contract terms for Mr. Sypherd are disclosed in Company filings reviewed; given the external advisory model, such economics would reside with FS Investments rather than the Company (not disclosed by FS Credit REIT) .
Performance & Track Record
- Tenure: Executive officer of FS Credit REIT since inception in 2016; age 48 as of April 1, 2025, indicating substantial continuity in legal/treasury/secretarial leadership .
- Capital base growth context: Company shares outstanding increased from 16.13M (2021) to 120.48M (2025), reflecting capital formation over time; this is contextual and not a direct measure of profitability or TSR .
- Insider activity: Internet search shows Mr. Sypherd signed several Form 4s in June 2023 as Attorney-in-Fact (on behalf of reporting persons), which are not indications of his own trading; no personal Form 4 acquisitions/dispositions were identified in search, and his beneficial ownership remained 12,554 across 2021–2025 .
- SEC filings execution: He signed the Company’s Form D on Feb 14, 2023 as Vice President, Treasurer and Secretary .
Investment Implications
- Pay-for-performance alignment: Company-level pay levers (base, bonus, PSUs/options) do not apply to Mr. Sypherd under FS Credit REIT’s external management structure; alignment instead relies on sponsor economics and his personal share ownership, which is modest at 12,554 shares and consistently <1% .
- Selling pressure and vesting: No Company equity grants or vesting schedules for executive officers; beneficial ownership has been stable, reducing vesting-related selling overhang .
- Governance and protection: Standard officer indemnification is in place; no officer-specific severance/CIC economics are disclosed at the Company, which limits “golden parachute” risk borne by shareholders under the REIT entity .
- Policy red flags: Lack of an explicit hedging prohibition could weaken alignment if hedging were used by insiders, though pledging is expressly stated as not present for listed insiders in the ownership tables .
- Retention risk: Long tenure since 2016 across critical legal/treasury functions suggests continuity; any retention incentives would reside with FS Investments (not disclosed in Company filings) .