Terence Connors
About Terence J. Connors
Terence J. Connors, age 70 as of April 1, 2025, is an independent director of FS Credit Real Estate Income Trust, Inc. (FSREI) and has served on the Board since July 2017. He is a seasoned public accounting executive and former KPMG LLP board director who chaired KPMG’s Audit, Finance & Operations Committee (2011–2015); he is designated the Audit Committee “financial expert” at FSREI and currently chairs FSREI’s Audit Committee. He holds a B.S. in Accounting from LaSalle University and previously served as SEC Reviewing Partner with technical oversight of Pennsylvania audit clients, including real estate companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Professional Practice Partner; SEC Reviewing Partner | Pre-2015–Sept 2015 | Oversight of all Pennsylvania audit clients; real estate sector technical oversight |
| KPMG LLP Board of Directors | Director; Chair, Audit, Finance & Operations Committee | 2011–2015 | Led audit, finance and operations oversight at firm level |
| Large international accounting firm (prior to KPMG) | Partner | Pre-2002 | Senior audit/global lead partner for multiple public (incl. Fortune 500) companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Suburban Propane Partners L.P. (NYSE) | Board Member; Audit Committee Chairman | Current | Audit leadership at a public energy MLP |
| AdaptHealth Corp. (NASDAQ) | Board Member; Audit Committee Chairman | Current | Audit leadership at a public healthcare company |
| Cardone Industries, Inc. | Director; Audit Committee Chairman | Prior | Audit leadership at a private industrial company |
| NACD Philadelphia Chapter | Chairman & President | Prior | Regional governance leadership |
| St. Joseph’s Preparatory School | Trustee | Prior | Non-profit governance |
Board Governance
- Independence: Determined independent under FSREI’s charter and SEC rules; one of seven independent directors on a 10-member board in 2025 .
- Committee assignments: Audit Committee Chair; members are Connors (Chair), Brown, and Fry; Connors designated “audit committee financial expert” .
- Attendance: Board met 5 times in FY2024; each director attended ≥75% of meetings. Audit Committee met 8 times; Connors attended 7 (Fry attended 5) .
- Lead independent director: John A. Fry appointed lead independent director on March 11, 2025; structure retains CEO as Chair with majority-independent board .
Fixed Compensation
| Component (USD Thousands) | FY 2023 | FY 2024 |
|---|---|---|
| Annual Retainer (Independent Director) | $150 | $150 |
| Audit Committee Chair Fee | $20 | $20 |
| Cash Paid | $85 (Connors) | $85 (Connors) |
| Stock Awards (Grant-date value) | $85 (Connors) | $85 (Connors) |
| Total Compensation | $170 (Connors) | $170 (Connors) |
- Equity grant cadence and valuation: In February, May, August, and December 2024, FSREI granted 23,002 restricted Class I shares to independent directors; grant-date fair values per share were $24.17, $24.20, $24.19, and $24.17, respectively. Directors can elect 40–50% cash, with the remainder paid in restricted shares that vest after one year or earlier upon death/disability or change in control .
- Plan limits: Independent Director Restricted Share Plan capped at 200,000 Class I shares and ≤10,000 shares per director per year .
Performance Compensation
| Metric/Instrument | Status |
|---|---|
| Performance-based bonus (cash) | Not applicable for directors; none disclosed |
| Performance Share Units (PSUs) / Options | None; director equity is time-vested restricted Class I shares |
| Performance metrics (revenue, EBITDA, TSR, ESG) tied to director pay | None disclosed |
Other Directorships & Interlocks
- Active public board roles at Suburban Propane Partners L.P. (NYSE) and AdaptHealth Corp. (NASDAQ) as audit chair; no FSREI disclosures of interlocks with FSREI’s adviser, sponsor, customers, or suppliers tied to Connors .
- FSREI charter mandates independent director review of affiliate transactions, annual fee reasonableness review of adviser compensation, and limitations on loans/options, mitigating conflict risks .
Expertise & Qualifications
- Public accounting and audit oversight: Deep technical audit leadership, SEC review experience; audit committee financial expert designation at FSREI .
- Industry exposure: Real estate audit coverage; broad public company audit leadership (Fortune 500 exposure) .
- Education: B.S. in Accounting, LaSalle University .
Equity Ownership
| Metric | As of Apr 1, 2024 | As of Apr 1, 2025 |
|---|---|---|
| Shares Beneficially Owned | 14,023 (Connors) | 16,949 (Connors) |
| Ownership % of Outstanding | <1% | <1% |
| Pledged as Collateral | None reported; the company notes no pledges to its knowledge | None reported; the company notes no pledges to its knowledge |
| Independent Director RSU vesting terms | One-year vest; accelerated on death/disability/change in control | One-year vest; accelerated on death/disability/change in control |
Governance Assessment
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Strengths:
- Audit Committee leadership with “financial expert” designation and extensive Big Four leadership (KPMG board chair of audit/finance/ops), supporting strong financial reporting oversight .
- Clear independence and no material professional relationships in prior two years; independent directors oversee affiliate transactions and adviser fees under robust charter controls .
- Director compensation mix includes equity, aligning interests; equal cash/equity split with chair fee signals role-weighted accountability .
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Watch items / RED FLAGS:
- Hedging policy: FSREI has no specific anti-hedging policy for officers/directors or adviser affiliates, which can diminish alignment if hedging were used; monitor future adoption of hedging restrictions .
- Attendance: Connors missed one of eight Audit Committee meetings in FY2024 (attended seven); not alarming but below perfect attendance—monitor for consistency given audit chair role .
- Non-traded structure and external management: Complexity of fee arrangements (management, performance, admin RSUs/PCRs) and affiliate services necessitates continued independent director vigilance; charter processes are in place, but sustained oversight is essential .
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Overall view: Connors’ audit leadership and independence bolster investor confidence in financial oversight at FSREI. Compensation is modest and balanced, with equity vesting that supports alignment, though absence of explicit anti-hedging provisions is a governance gap to address .