DEF 14A of Blue Owl Technology Finance Corp.
Filed Mar 28, 20240001193125-24-080707
Directors
Directors
Directors
| | | Director Since | Independence | Board Committees | | | Edward D’Alelio* Age: 71 | 2018 | ⚫ | • Audit • NCG | | | Eric Kaye Age: 61 | 2018 | ⚫ | • Audit • NCG* | | | Craig W. Packer Age: 57 | 2018 | | • N/A | | | Christopher M. Temple Age: 56 | 2018 | ⚫ | • Audit* • NCG | | | Melissa Weiler Age: 59 | 2021 | ⚫ | • Audit • NCG | | | Victor Woolridge Age: 67 | 2021 | ⚫ | • Audit • NCG |
Directors
NCG = Nominating and Corporate Governance * = Committee Chairman * = Chairman of the Board Proxy Statement
Questions and Answers About the Annual Meeting and Voting
Ms. Weiler has served on the Board since February 2021. Ms. Weiler was formerly a Managing Director and a member of the Management Committee of Crescent Capital Group, a Los Angeles-based asset management firm (“Crescent”), where she served from January 2011 until she retired in December 2020. During that time, Ms. Weiler was responsible for the oversight of Crescent’s CLO management business from July 2017 through December 2020, and managed several multi-strategy credit funds from January 2011 through June 2017. The Board believes Ms. Weiler’s numerous management positions and broad experiences in the asset management and financial services sector provide her with skills and valuable insight in handling complex financial transactions and issues, all of which make her well qualified to serve on the Board. Mr. Temple has served the Company since its founding in 2018 and Ms. Weiler has served on the Board since 2021. The Board believes this history and familiarity with the Blue Owl investment platform make Mr. Temple and Ms. Weiler beneficial members of the Board.
Information about the Nominees and Directors
Information about the Nominees and Directors Set forth below is information, as of March 28, 2024, regarding Mr. Temple and Ms. Weiler, who are being nominated for election as directors of the Company by the Company’s shareholders at the Annual Meeting, as well as information about the Company’s other current directors whose terms of office will continue after the Annual Meeting. Neither Mr. Temple nor Ms. Weiler is being proposed for election pursuant to any agreement or understanding between either Mr. Temple or Ms. Weiler, on the one hand, and the Company or any other person or entity, on the other hand. See “Corporate Governance — The Board” beginning on page 20 for more information regarding the composition of the Board. The information below includes specific information about each director’s experience, qualifications, attributes or skills that led the Board to the conclusion that the individual is qualified to serve on the Board, in light of the Company’s business and structure, including the number of companies in the “Fund Complex” overseen by each director. “Fund Complex” includes the Blue Owl BDCs. Each of the Blue Owl BDCs is advised by Blue Owl Technology Credit Advisors LLC (the “Adviser”) or an affiliate of the Adviser. There were no legal proceedings of the type described in Items 401(f)(7) and (8) of Regulation S-K in the past 10 years against any of our directors, director nominees or officers, and none are currently pending.
Information about the Nominees and Directors
| 2024 Proxy Statement | 9 |
Class III Directors
Class III Directors
Class III Directors
| Name, Address, and Age(1) | Position(s) held with the Company | Principal Occupation(s) During the Past 5 Years | Term of Office and Length of Time Served(2) | Number of Companies in Fund Complex(3) Overseen by Director | Other Directorships Held by Director or Nominee for Director | | Independent Directors | | | | | | | Christopher M. Temple, 56 | Director | President of DelTex Capital LLC | Class III Director since 2018; Term expires in 2024 | 7 | • OBDC • OBDC II • OBDE • OCIC • OTIC • OTF II • Plains All American Pipeline Company | | Melissa Weiler, 59 | Director | Private Investor Managing Director and member of the Management Committee of Crescent Capital Group (through 2020) | Class III Director since 2021; Term expires in 2024 | 7 | • OBDC • OBDC II • OBDE • OCIC • OTIC • OTF II • Jefferies Financial Group, Inc. |
Class III Directors
| (1) The address for each director is c/o Blue Owl Technology Finance Corp., 399 Park Avenue, 37th Floor, New York, New York 10022. |
Class III Directors
| (2) Directors serve for three-year terms and until their successors are duly elected and qualified. |
Class III Directors
| (3) The term “Fund Complex” refers to the Blue Owl BDCs. Directors and officers who oversee the funds in the Fund Complex are noted. |
Class III Directors
| 10 | 2024 Proxy Statement |
Class III Director Biographies
Class III Director Biographies Christopher M. Temple
Class III Director Biographies
| Independent Director Age: 56 Director Since: 2018 Committees: • Audit • NCG | Mr. Temple has served as President of DelTex Capital LLC (a private investment firm) since its founding in 2010. Mr. Temple has served as an Operating Executive/Senior Advisor for Tailwind Capital, LLC, a New York based middle market private equity firm since June 2011. Prior to forming DelTex Capital, Mr. Temple served as President of Vulcan Capital, the investment arm of Vulcan Inc., from May 2009 until December 2009 and as Vice President of Vulcan Capital from September 2008 to May 2009. Prior to joining Vulcan in September 2008, Mr. Temple served as a managing director at Tailwind Capital, LLC from May to August 2008. Prior to joining Tailwind, Mr. Temple was a managing director at Friend Skoler & Co., Inc. from May 2005 to May 2008. From April 1996 to December 2004, Mr. Temple was a managing director at Thayer Capital Partners. Mr. Temple started his career in the audit and tax departments of KPMG’s Houston office and was a licensed CPA from 1989 to 1993. Mr. Temple has served on the board of directors of Plains GP Holdings, L.P., the general partner of Plains All American Pipeline Company since November 2016 and has served as a member of the Plains GP Holdings, L.P. compensation committee since November 2020 and as a director of Plains All American Pipeline, L.P’s (“PAA”) general partner from May 2009 to November 2016. He was a member of the PAA Audit Committee from 2009 to 2016. Prior public board service includes board and audit committee service for Clear Channel Outdoor Holdings from April 2011 to May 2016 and on the board and audit committee of Charter Communications Inc. from November 2009 through January 2011. In addition to public boards, as part of his role with Tailwind, Mr. Temple has served on private boards including Brawler Industries, and National HME and currently serves on the boards of Loenbro, Inc. and HMT, LLC. Since March 2016 and November 2016 he has served on the boards of directors of OBDC and OBDC II, respectively, since August 2018 he has served on the board of directors of the Company, since February 2020 and September 2020 he has served on the boards of directors of OBDE and OCIC, respectively and since August 2021 and November 2021 he has served on the boards of directors of OTIC and OTF II, respectively. Mr. Temple holds a B.B.A., magna cum laude, from the University of Texas and an M.B.A. from Harvard. | | | The Company believes Mr. Temple’s broad investment management background, together with his financial and accounting knowledge, brings important and valuable skills to the Board. |
Class III Director Biographies
Melissa Weiler
Class III Director Biographies
| Independent Director Age: 59 Director Since: 2021 • Audit • NCG | Ms. Weiler was formerly a Managing Director and a member of the Management Committee of Crescent Capital Group, a Los Angeles-based asset management firm (“Crescent”), where she served from January 2011 until she retired in December 2020. During that time, Ms. Weiler was responsible for the oversight of Crescent’s CLO management business from July 2017 through December 2020, and managed several multi-strategy credit funds from January 2011 through June 2017. During her tenure at Crescent, she also served on the Risk Management and Diversity & Inclusion committees. From October 1995 to December 2010, Ms. Weiler was a Managing Director at Trust Company of the West, a Los Angeles-based asset management firm (“TCW”). At TCW, she managed several multi-strategy credit funds from July 2006 to December 2010, and served as lead portfolio manager for TCW’s high-yield bond strategy from October 1995 to June 2006. Ms. Weiler has served on the board of directors of Jefferies Financial Group Inc. since 2021. She is a member of the Cedars-Sinai Board of Governors and is actively involved in 100 Women in Finance. Ms. Weiler holds a B.S. in Economics from the Wharton School at the University of Pennsylvania. Ms. Weiler joined the boards of directors of the Company, OBDC, OBDC II, OBDE and OCIC in February 2021 and the boards of directors of OTIC and OTF II in August 2021 and November 2021, respectively. | | | The Company believes Ms. Weiler’s broad investment management background, together with her financial and accounting knowledge, brings important and valuable skills to the Board. |
Class III Director Biographies
| 2024 Proxy Statement | 11 |
Incumbent Class I Directors
Incumbent Class I Directors
Incumbent Class I Directors
| Name, Address, and Age(1) | Position(s) held with the Company | Principal Occupation(s) During the Past 5 Years | Term of Office and Length of Time Served(2) | Number of Companies in Fund Complex(3) Overseen by Director | Other Directorships Held by Director or Nominee for Director | | Independent Directors | | | | | | | Edward D’Alelio, 71 | Chairman of the Board, Director | Retired | Class I Director since 2018; Term expires in 2025 | 7 | • OBDC • OBDC II • OBDE • OCIC • OTIC • OTF II • Blackstone/GSO Long Short Credit Fund • Blackstone/GSO Sen. Flt Rate Fund | | Interested Director(4) | | | | | | | Craig W. Packer, 57 | Chief Executive Officer, President and Director | Co-Founder of Blue Owl Capital Partners Co-President of Blue Owl Co-Chief Investment Officer of each of the Blue Owl Credit Advisers(5) President and Chief Executive Officer of each of the Blue Owl BDCs(6) | Class I Director since 2018; Term expires in 2025 | 7 | • OBDC • OBDC II • OBDE • OCIC • OTIC • OTF II • Blue Owl |
Incumbent Class I Directors
| (1) The address for each director is c/o Blue Owl Technology Finance Corp., 399 Park Avenue, 37th Floor, New York, New York 10022. |
Incumbent Class I Directors
| (2) Directors serve for three-year terms and until their successors are duly elected and qualified. |
Incumbent Class I Directors
| (3) The term “Fund Complex” refers to the Blue Owl BDCs. Directors and officers who oversee the funds in the Fund Complex are noted. |
Incumbent Class I Directors
| (4) “Interested person” of the Company as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”). Mr. Packer is an “interested person” because of his affiliation with the Adviser. |
Incumbent Class I Directors
| (5) The Blue Owl Credit Advisers are comprised of the Adviser, Blue Owl Credit Advisors LLC, Blue Owl Technology Credit Advisors II LLC, Blue Owl Credit Private Fund Advisors LLC and Blue Owl Diversified Credit Advisors LLC, which are registered investment advisers. |
Incumbent Class I Directors
| (6) On January 12, 2024, the board of directors of OBDE appointed Logan Nicholson to serve as OBDE’s President, which was previously held by Mr. Packer who continues to serve as OBDE’s Chief Executive Officer and as a director. |
Incumbent Class I Directors
| 12 | 2024 Proxy Statement |
Class I Director Biographies
Class I Director Biographies Edward D’Alelio
Class I Director Biographies
| Chairman of the Board Independent Director Age: 71 Director Since: 2018 Committees: • Audit • NCG | Mr. D’Alelio was formerly a Managing Director and CIO for Fixed Income at Putnam Investments, Boston, where he served from 1989 until he retired in 2002. While at Putnam, he served on the Investment Policy Committee, which was responsible for oversight of all investments. He also sat on various Committees including attribution and portfolio performance. Prior to joining Putnam, he was a portfolio manager at Keystone Investments and prior to that, he was an Investment Analyst at The Hartford Ins. Co. Since 2002, Mr. D’Alelio has served as an Executive in Residence at the University of Mass., Boston—School of Management. He is also chair of the investment committee of the Umass Foundation. He serves on the Advisory Committees of Ceres Farms. Since September 2009, he has served as director of Vermont Farmstead Cheese. Since January 2008 he has served on the board of Blackstone/GSO Long Short Credit Fund & Blackstone/GSO Sen. Flt Rate Fund. Since March 2016 and November 2016, he has served on the boards of directors of OBDC and OBDC II, respectively, since August 2018 he has served on the board of directors of the Company, since February 2020 and September 2020 he has served on the boards of directors of OBDE and OCIC, respectively and since August 2021 and November 2021 he has served on the boards of directors of OTIC and OTF II, respectively. Mr. D’Alelio’s previous corporate board assignments include Archibald Candy, Doane Pet Care, Trump Entertainment Resorts and UMass Memorial Hospital. Mr. D’Alelio is a graduate of the Univ. of Mass Boston and has an M.B.A. from Boston University. | | | The Company believes Mr. D’Alelio’s numerous management positions and broad experiences in the financial services sector provide him with skills and valuable insight in handling complex financial transactions and issues, all of which make him well qualified to serve on the Board. |
Class I Director Biographies
| 2024 Proxy Statement | 13 |
Class I Director Biographies
Craig W. Packer
Class I Director Biographies
| Interested Director Age: 57 Director Since: 2018 Committees: • N/A | Mr. Packer is the Chief Executive Officer of each of the Blue Owl BDCs, the President of each of the Blue Owl BDCs except for OBDE and is a member of the Diversified Lending Investment Committee and the Technology Lending Investment Committee of the Blue Owl Credit Advisers. Additionally, Mr. Packer is a Co-President and a director of Blue Owl. Mr. Packer is also the Head of the Credit platform and serves as a Co-Chief Investment Officer for each of the Blue Owl Credit Advisers. Previously, Mr. Packer co-founded Owl Rock Capital Partners (“Owl Rock”), the predecessor firm to Blue Owl’s Credit platform. In addition, Mr. Packer has served on the boards of directors of OBDC and OBDC II since March 2016 and November 2016, respectively, on the board of directors of the Company since August 2018, on the boards of directors of OBDE and OCIC since February 2020 and September 2020, respectively, and since August 2021 and November 2021 he has served on the boards of directors of OTIC and OTF II, respectively. Mr. Packer also served as President of OBDE since its inception until January 2024. Prior to co-founding Owl Rock, Mr. Packer was a Partner and Co-Head of Leveraged Finance in the Americas at Goldman, Sachs & Co. Mr. Packer joined Goldman, Sachs & Co. as a Managing Director and Head of High Yield Capital Markets in 2006 and was named partner in 2008. Prior to joining Goldman Sachs & Co., Mr. Packer was the Global Head of High Yield Capital Markets at Credit Suisse First Boston, and before that he worked at Donaldson, Lufkin & Jenrette. Mr. Packer serves as Treasurer of the Board of Trustees of Greenwich Academy, and Co-Chair of the Honorary Board of Kids in Crisis, a nonprofit organization that serves children in Connecticut. Mr. Packer is also on the Advisory Board for the Mount Sinai Department of Rehabilitation and Human Performance. In addition, Mr. Packer is on the Foundation Board of Trustees for the McIntire School of Commerce, University of Virginia and is a member of the Board of Trustees of the University of Virginia Athletics Foundation. Mr. Packer earned an M.B.A. from Harvard Business School and a B.S. from the University of Virginia. | | | The Company believes Mr. Packer’s depth of experience in corporate finance, capital markets and financial services gives the Board valuable industry-specific knowledge and expertise on these and other matters, and his history with the Company and the Adviser, provide an important skillset and knowledge base to the Board. |
Class I Director Biographies
| 14 | 2024 Proxy Statement |
Incumbent Class II Directors
Incumbent Class II Directors
Incumbent Class II Directors
| Name, Address, and Age(1) | Position(s) held with the Company | Principal Occupation(s) During the Past 5 Years | Term of Office and Length of Time Served(2) | Number of Companies in Fund Complex(3) Overseen by Director | Other Directorships Held by Director or Nominee for Director | | Independent Directors | | | | | | | Eric Kaye, 61 | Director | Founder of Kayezen, LLC | Class II Director since 2018; Term expires in 2026 | 7 | • OBDC • OBDC II • OBDE • OCIC • OTIC • OTF II | | Victor Woolridge, 67 | Director | Managing Director, Barings Real Estate Advisers, LLC | Class II Director since 2021, Term expires in 2026 | 7 | • OBDC • OBDC II • OBDE • OCIC • OTIC • OTF II |
Incumbent Class II Directors
| (1) The address for each director is c/o Blue Owl Technology Finance Corp., 399 Park Avenue, 37th Floor, New York, New York 10022. |
Incumbent Class II Directors
| (2) Directors serve for three-year terms and until their successors are duly elected and qualified. |
Incumbent Class II Directors
| (3) The term “Fund Complex” refers to the Blue Owl BDCs. Directors and officers who oversee the funds in the Fund Complex are noted. |
Incumbent Class II Directors
| 2024 Proxy Statement | 15 |
Class II Director Biographies
Class II Director Biographies Eric Kaye
Class II Director Biographies
| Independent Director Age: 61 Director Since: 2018 Committees: • Audit • NCG | Mr. Kaye is the founder of Kayezen, LLC, a physical therapy and fitness equipment design company. Prior to founding Kayezen, LLC, Mr. Kaye served as a Vice Chairman and Managing Director of UBS Investment Bank, and a member of the division’s Global Operating and U.S. Executive Committees, from June 2001 to May 2012. For the majority of Mr. Kaye’s tenure with UBS, he was a Managing Director and led the firm’s Exclusive Sales and Divestitures Group, where he focused on advising middle market companies. Prior to joining UBS, Mr. Kaye has served as Global Co Head of Mergers & Acquisitions for Robertson Stephens, an investment banking firm, from February 1998 to June 2001. Mr. Kaye joined Robertson Stephens from PaineWebber where he served as Executive Director and head of the firm’s Technology Mergers & Acquisitions team. Since March 2016 and November 2016 he has served on the boards of directors of OBDC and OBDC II, respectively, since August 2018 he has served on the board of directors of the Company, since February 2020 and September 2020 he has served on the boards of directors of OBDE and OCIC, respectively and since August 2021 and November 2021 he has served on the boards of directors of OTIC and OTF II, respectively. Mr. Kaye holds a B.A. from Union College and an M.B.A. from Columbia Business School. | | | The Company believes Mr. Kaye’s management positions and experiences in the middle market provide the Board with valuable insight. |
Class II Director Biographies
Victor Woolridge
Class II Director Biographies
| Independent Director Age: 67 Director Since: 2021 Committees: • Audit • NCG | Mr. Woolridge was formerly a Managing Director of Barings Real Estate Advisers, LLC (“Barings”), the real estate investment unit of Barings LLC, a global asset management firm. Mr. Woolridge most recently served as Head of the U.S. Capital Markets for Equity Real Estate Funds at Barings. Mr. Woolridge previously served as Vice President and Managing Director and Head of Debt Capital Markets - Equities of Cornerstone Real Estate Advisers LLC (prior to its rebranding under the Barings name) (“Cornerstone”) from January 2013 to September 2016 and as Vice President Special Servicing from January 2010 to January 2013. Prior to joining Cornerstone, Mr. Woolridge served as a Managing Director of Babson Capital Management LLC (“Babson”) from January 2000 to January 2010. Prior to joining Babson, Mr. Woolridge served as Director of Loan Originations and Assistant Regional Director of MassMutual Financial Group from September 1982 to January 2000. Since 2009, Mr. Woolridge has served on the University of Massachusetts (UMass) Board of Trustees and has previously served as Chairman of the Board and as Chairman of the Board’s Committee on Administration and Finance and as trustee for University of Massachusetts Global. Since 2022, Mr. Woolridge has served as a director of Trumbull Property Income Fund and Fallon Health. Mr. Woolridge has also served on the UMass Foundation’s investment committee since 2021. Mr. Woolridge previously served on the Board of Trustees of Baystate Health from 2005 to 2016, which included service as Chairman of the Board and on the Board’s compensation, finance, governance and strategy committees. Mr. Woolridge holds a B.S. from the University of Massachusetts at Amherst and is a Certified Commercial Investment Member. Mr. Woolridge joined the boards of directors of the Company, OBDC, OBDC II, OBDE, OCIC, OTIC, and OTF II in November 2021. | | | The Company believes Mr. Woolridge’s numerous management positions and broad experiences in the asset management and financial services sectors provide him with skills and valuable insight in handling complex financial transactions and issues, all of which makes him well qualified to serve on the Board of Directors. |
Class II Director Biographies
| 16 | 2024 Proxy Statement |
Information about Executive Officers Who Are Not Directors
Information about Executive Officers Who Are Not Directors The following sets forth certain information regarding the executive officers of the Company who are not directors of the Company.
Information about Executive Officers Who Are Not Directors
| Name | Age | Position | Officer Since | | Bryan Cole | 39 | Chief Accounting Officer | 2018 | | Karen Hager | 51 | Chief Compliance Officer | 2018 | | Jonathan Lamm | 49 | Chief Operating Officer, Chief Financial Officer | 2021 | | Neena A. Reddy | 46 | Vice President, Secretary | 2019 | | Matthew Swatt | 35 | Co-Treasurer, Co-Controller | 2021 | | Shari Withem | 41 | Co-Treasurer, Co-Controller | 2021 | | Jennifer McMillon | 46 | Co-Treasurer, Co-Controller | 2022 |
Information about Executive Officers Who Are Not Directors
| 2024 Proxy Statement | 17 |
Information about Executive Officers Who Are Not Directors
The address for each of the Company’s executive officers is c/o Blue Owl Technology Finance Corp., 399 Park Avenue, 37th Floor, New York, New York 10022.
Information about Executive Officers Who Are Not Directors
| | Mr. Cole is the Chief Financial Officer and Chief Operating Officer of each of OCIC and OTIC, the Chief Operating Officer of each of OBDC II and OBDE, and is the Chief Accounting Officer and Co-Controller of each of the Company, OBDC and OTF II. Mr. Cole is also a Managing Director of Blue Owl. Prior to joining Owl Rock, the predecessor firm to Blue Owl’s Credit platform, in January 2016, Mr. Cole was Assistant Controller of Business Development Corporation of America, a non-traded business development company, where he was responsible for overseeing the finance, accounting, financial reporting, operations and internal controls functions. Preceding that role, Mr. Cole worked within the Financial Services—Alternative Investments practice of PwC where he specialized in financial reporting, fair valuation of illiquid investments and structured products, internal controls and other technical accounting matters pertaining to alternative investment advisors, hedge funds, business development companies and private equity funds. Mr. Cole received a B.S. in Accounting from Fordham University and is a licensed Certified Public Accountant in New York. | | | Ms. Hager is a member of Blue Owl’s Operating Committee and also serves as the Chief Compliance Officer of Blue Owl and each of the Blue Owl Credit Advisers and the Blue Owl BDCs. Prior to joining Owl Rock, the predecessor firm to Blue Owl’s Credit platform, in March 2018, Ms. Hager was Chief Compliance Officer at Abbott Capital Management. Previous to Abbott, Ms. Hager worked as SVP, Director of Global Compliance and Chief Compliance Officer at The Permal Group, and as Director of Compliance at Dominick & Dominick Advisors LLC. Prior to joining Dominick & Dominick Advisors LLC, Ms. Hager was a Senior Securities Compliance Examiner/Staff Accountant at the US Securities and Exchange Commission. Ms. Hager received a B.S. in Accounting from Brooklyn College of the City University of New York. | | | Mr. Lamm is Chief Financial Officer and Chief Operating Officer of each of the Company, OBDC and OTF II, Chief Financial Officer of each of OBDC II and OBDE and Vice President of each of OCIC and OTIC. Mr. Lamm is also Managing Director of Blue Owl. Prior to joining Owl Rock, the predecessor firm to Blue Owl’s Credit platform, in April 2021, Mr. Lamm served as the Chief Financial Officer and Treasurer of Goldman Sachs BDC, Inc. (“GSBD”), a business development company traded on the New York Stock Exchange. Mr. Lamm was responsible for building and overseeing GSBD’s finance, treasury, accounting and operations functions from April 2013 through March 2021, including during its initial public offering in March 2015. During his time at Goldman Sachs, Mr. Lamm also served as Chief Financial Officer and Treasurer of Goldman Sachs Private Middle Market Credit LLC, Goldman Sachs Private Middle Market Credit II LLC and Goldman Sachs Middle Market Lending Corp. prior to the completion of its merger with GSBD in October 2020. Throughout his twenty-two years at Goldman Sachs, Mr. Lamm held various positions. From 2013 to 2021, Mr. Lamm served as Managing Director, Chief Operating Officer and Chief Financial Officer at GSAM Credit Alternatives. From 2007 to 2013, Mr. Lamm served as Vice President, Chief Operating Officer and Chief Financial Officer at GSAM Credit Alternatives. From 2005 to 2007, Mr. Lamm served as Vice President in the Financial Reporting group and, from 1999 to 2005, he served as a Product Controller. Prior to joining Goldman Sachs, Mr. Lamm worked in public accounting at Deloitte & Touche. | | | Ms. Reddy is Vice President and Secretary of each of the Blue Owl BDCs and Chief Legal Officer of each of the Blue Owl Credit Advisers. Ms. Reddy also serves as the General Counsel, Chief Legal Officer and Secretary of Blue Owl, and a member of the Blue Owl’s Executive and Operating Committees. Prior to joining Owl Rock, the predecessor firm to Blue Owl’s Credit platform, Ms. Reddy was associate general counsel at Goldman, Sachs & Co LLC, from 2010 to April 2019 and was dedicated to Goldman Sachs Asset Management L.P. (“GSAM”), where she was responsible for GSAM managed direct alternative products, including private credit. Prior to GSAM, Ms. Reddy practiced as a corporate attorney at Boies Schiller & Flexner LLP and at Debevoise & Plimpton LLP. Prior to becoming an attorney, Ms. Reddy was a financial analyst in the private wealth division at Goldman, Sachs & Co. Ms. Reddy received a J.D. from New York University School of Law and a B.A. in English, magna cum laude, from Georgetown University. |
Information about Executive Officers Who Are Not Directors
| 18 | 2024 Proxy Statement |
Information about Executive Officers Who Are Not Directors
| | Mr. Swatt is the Co-Chief Accounting Officer of OBDC II, OBDE, OCIC and OTIC, and is the Co-Treasurer and Co-Controller of each of the Blue Owl Credit BDCs. Mr. Swatt is also a Managing Director of Blue Owl. Prior to joining Owl Rock, the predecessor to Blue Owl’s Credit platform, in May 2016, Mr. Swatt was an Assistant Controller at Guggenheim Partners in their Private Credit group, where he was responsible for the finance, accounting, and financial reporting functions. Preceding that role, Mr. Swatt worked within the Financial Services—Alternative Investments practice of PwC where he specialized in financial reporting, fair valuation of illiquid investments and structured products, internal controls and other technical accounting matters pertaining to alternative investment advisors, hedge funds, business development companies and private equity funds. Mr. Swatt received a B.S. in Accounting from the University of Maryland and is a licensed Certified Public Accountant in New York. | | | Ms. Withem is the Co-Chief Accounting Officer of OBDC II, OBDE, OCIC and OTIC, and is the Co-Treasurer and Co-Controller of each of the Blue Owl Credit BDCs. Ms. Withem is also a Managing Director of Blue Owl. Prior to joining Owl Rock, the predecessor firm to Blue Owl’s Credit platform, in March 2018, Ms. Withem was Vice President of Sixth Street Specialty Lending, Inc., a business development company traded on the NYSE, where she was responsible for accounting, financial reporting, treasury and internal controls functions. Preceding that role, Ms. Withem worked for MCG Capital Corporation, a business development company formerly traded on the Nasdaq and Deloitte in the Audit and Assurance Practice. Ms. Withem received a B.S. in Accounting from James Madison University and is a licensed Certified Public Accountant in Virginia. | | | Ms. McMillon is the Co-Chief Accounting officer of OBDC II, OBDE, OCIC and OTIC and is the Co-Treasurer and Co-Controller of each of the Blue Owl Credit BDCs. Ms. McMillon is also a Managing Director of Blue Owl. Before joining Blue Owl, Ms. McMillon led the accounting department of Tiptree Inc., a national capital holding company, as the Vice President of Technical Accounting and External Reporting from 2017-2022. She was responsible for financial reporting, valuation/purchase accounting, and numerous internal control functions. From 2013-2017, Ms. McMillon served as the Regional Accounting & Reporting Director, Americas of Koch Industries/Georgia Pacific, from 2009-2013 she served as an Accounting Manager at Oaktree Capital and Centerbridge Partners, and prior to that Ms. McMillon worked in public accounting for nearly ten years, spending most of this tenure at PricewaterhouseCoopers. Ms. McMillon earned her B.S. in Accounting from Florida State University and is a licensed Certified Public Accountant in New York. |
Information about Executive Officers Who Are Not Directors
| 2024 Proxy Statement | 19 |
Information about Executive Officers Who Are Not Directors
Corporate Governance
Director Compensation
Director Compensation No compensation is expected to be paid to the Company’s directors who are “interested persons,” as such term is defined in Section 2(a)(19) of the 1940 Act. The Company’s directors who do not also serve in an executive officer capacity for the Company or the Adviser are entitled to receive annual cash retainer fees, fees for participating in in-person board and committee meetings and annual fees for serving as a committee chairperson. As of December 31, 2023, these directors are Edward D’Alelio, Christopher M. Temple, Eric Kaye, Melissa Weiler and Victor Woolridge.
Director Compensation
| | | Annual Committee Chair Cash Retainer | | | | Assets Under Management | Annual Cash Retainer | Chair of the Board | Audit | Committee Chair | | $0 < $2.5 Billion | $150,000 | $15,000 | $10,000 | $5,000 | | $2.5 Billion < $5 Billion | $175,000 | $15,000 | $10,000 | $5,000 | | $5 Billion < $10 Billion | $200,000 | $15,000 | $10,000 | $5,000 | | ≥ $10 Billion | $250,000 | $15,000 | $10,000 | $5,000 |
Director Compensation
The Company also reimburses each of the directors for all reasonable and authorized business expenses in accordance with the Company’s policies as in effect from time to time, including reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each board meeting and each committee meeting not held concurrently with a board meeting.
Director Compensation
| 24 | 2024 Proxy Statement |
Director Compensation
The table below sets forth the compensation received by each Independent Director from the Company and the Fund Complex for service during the fiscal year ended December 31, 2023:
Director Compensation
| Name | Fees Earned and Paid in Cash by the Company | Total Compensation from the Company | Total Compensation from the Fund Complex(1)(2) | | Edward D’Alelio | $215,000 | $215,000 | $1,465,462 | | Christopher M. Temple | $210,000 | $210,000 | $1,430,462 | | Eric Kaye | $205,000 | $205,000 | $1,395,462 | | Melissa Weiler | $200,000 | $200,000 | $1,360,462 | | Victor Woolridge | $200,000 | $200,000 | $1,360,462 |
Director Compensation
| (1) “Fund Complex” includes the Blue Owl BDCs. |
Director Compensation
| (2) Total compensation received from the Fund Complex by each director is comprised of the following: |
Director Compensation
| Name | OBDC | OBDC II | OBDE | OCIC | OTF | OTF II | OTIC | | Edward D’Alelio | $265,000 | $165,000 | $190,000 | $265,000 | $215,000 | $190,000 | $175,462 | | Christopher M. Temple | $260,000 | $160,000 | $185,000 | $260,000 | $210,000 | $185,000 | $170,462 | | Eric Kaye | $255,000 | $155,000 | $180,000 | $255,000 | $205,000 | $180,000 | $165,462 | | Melissa Weiler | $250,000 | $150,000 | $175,000 | $250,000 | $200,000 | $175,000 | $160,462 | | Victor Woolridge | $250,000 | $150,000 | $175,000 | $250,000 | $200,000 | $175,000 | $160,462 |