FS CREDIT REAL ESTATE INCOME TRUST, INC.
AMENDED AND RESTATED INDEPENDENT DIRECTOR COMPENSATION POLICY
On April 21, 2022, the Board of Directors (the Board) of FS Credit Real Estate Income Trust, Inc. (the Company) adopted this Amended and Restated Independent Director Compensation Policy (the Policy), to be effective April 1, 2022 (the Effective Date). This policy supersedes in its entirety that policy approved by the Board on August 13, 2018 (the Prior Policy). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the FS Credit Real Estate Income Trust, Inc. Independent Director Restricted Share Plan (the Plan).
This policy shall apply to directors of the Company who meet the requirements set forth for an independent director in the Companys Charter.
Each Independent Director shall receive an annual retainer of $125,000, the chairperson of the Companys audit committee shall receive an additional annual retainer of $20,000, and the Lead Independent Director shall receive an additional annual retainer of $20,000 (the Compensation). The Compensation shall remain in effect until changed by the Board.
Payment Timing and Form
Independent Directors may elect to be compensated between thirty percent (30%) and fifty percent (50%) in cash in arrears and the remaining amount will be paid in the form of restricted shares of the Companys Class I common stock (Class I Restricted Stock). The Company will pay Compensation in equal quarterly installments commencing upon the Effective Date.
Terms and Conditions of Class I Restricted Stock
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Class I Restricted Stock shall be granted under, and subject to the terms and conditions of, the Plan, and the award certificate evidencing such grant.
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The Class I Restricted Stock shall be granted on the first (1st) calendar day of the second month following the calendar quarter to which the Compensation relates (each, a Grant Date). The number of shares of Class I Restricted Stock granted shall be determined by (A) dividing the portion of quarterly Compensation to be paid in Class I Restricted Stock (between fifty percent (50%) and seventy percent (70%), as applicable) by the current transaction price of the Companys Class I common stock and (B) rounding to the nearest whole number.
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Unless and until provided otherwise by the Board, the Class I Restricted Stock granted pursuant to this Policy shall vest and become non-forfeitable on the one-year anniversary of the Grant Date, provided that the Independent Director is providing services to the Company as a director on each such vesting date. Notwithstanding the foregoing vesting schedule, the shares of Restricted Stock shall become fully vested on the earlier occurrence of: (i) the termination of the Independent Directors service as a director of the Company due to his or