Melissa Weiler
Jefferies Financial GroupAbout Melissa V. Weiler
Independent Director at Jefferies Financial Group since 2021; age 60 as of February 10, 2025. She serves on Audit, Risk and Liquidity Oversight, and was appointed Co‑Chair of the Compensation Committee effective January 8, 2025. She brings 35+ years of credit markets experience and is recognized for audit/financial expertise, M&A, and risk oversight. Education: B.S. in Economics, Wharton School, University of Pennsylvania.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crescent Capital Group | Managing Director; Member, Management Committee; Oversight of CLO management business | Jan 2011–Dec 2020; CLO oversight Jul 2017–Dec 2020; Managed multi‑strategy credit funds Jan 2011–Jun 2017 | Served on Risk Management and Diversity & Inclusion committees |
| Trust Company of the West (TCW) | Managing Director; Lead Portfolio Manager, High‑Yield Bond Strategy; Manager, Multi‑Strategy Credit Funds | Oct 1995–Jun 2006 (lead PM); Jul 2006–Dec 2010 (multi‑strategy funds) | Senior investment leadership in high‑yield and multi‑strategy credit |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Owl Capital Corporation (NYSE) | Director | Current | Member, Compensation Committee; Member, Nominating & Corporate Governance and Audit Committees |
| Blue Owl Capital Corporation II | Director | Current | Member, Nominating & Corporate Governance and Audit Committees |
| Blue Owl Technology Finance Corp. I | Director | Current | Member, Nominating & Corporate Governance and Audit Committees |
| Blue Owl Technology Finance Corp. II | Director | Current | Member, Nominating & Corporate Governance and Audit Committees |
| Blue Owl Technology Income Corp. | Director | Current | Member, Nominating & Corporate Governance and Audit Committees |
| Blue Owl Core Income Corp. | Director | Current | Member, Nominating & Corporate Governance and Audit Committees |
| Blue Owl Capital Corporation III | Director (until merger with BOC in Jan 2025) | Until Jan 2025 | Member, Compensation Committee |
| Cedars‑Sinai | Board of Governors Member | Current | Governance/Community leadership |
Board Governance
- Committee assignments: Audit (member), Compensation (Co‑Chair), Risk and Liquidity Oversight (member). Compensation Committee co‑chairmanship effective January 8, 2025.
- Attendance: All director nominees serving at the 2024 Annual Meeting attended ≥75% of Board and committee meetings; the Board held eight meetings in fiscal 2024. All directors then serving attended the 2024 shareholder meeting.
- Committee activity levels: Compensation Committee held four meetings; ESG/DEI Committee held three; Risk and Liquidity Oversight held four.
- Independence: Listed as an Independent Director in Jefferies’ proxy and director slate.
- Audit Committee role: Named member in Audit Committee Report recommending inclusion of 2024 audited financials in the 10‑K.
- Governance policies strengthening investor alignment: Majority voting and director resignation policy; prohibition on hedging; clawback policy for incentive compensation; increased director stock ownership guideline to 5× annual cash retainer (currently $625,000).
Fixed Compensation
| Fiscal Year | Cash Retainer ($) | Chair/Lead Fees ($) | Total Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 (Weiler) | 125,000 | — (Co‑Chair appointment effective Jan 8, 2025) | 125,000 | 205,000 | 330,000 |
- Non‑employee director program (FY2024): Annual equity grant $205,000; retainer $125,000; additional retainers—$40,000 Audit Chair and Lead Independent Director; $30,000 Compensation Chair; $10,000 other committee chairs.
Performance Compensation
| Item | Detail |
|---|---|
| Standard 2024 director equity grant | Each independent director elected at the 2024 Annual Meeting received 4,648 restricted or deferred shares; grant date fair value computed per GAAP using closing price on grant date. |
| Vesting & protections | Vests one‑third per year; non‑forfeitable upon death, disability, or retirement at/after age 65. |
| Weiler unvested equity (as of Nov 30, 2024) | 11,448 shares subject to forfeiture. |
| Weiler award composition | Includes 1,988 restricted shares and 9,460 unvested RSUs (sum reconciles to 11,448). |
No director performance metrics (TSR/EBITDA/etc.) are disclosed for non‑employee director equity awards; director equity appears service‑based only.
Other Directorships & Interlocks
- Current outside public boards: One outside non‑portfolio public board for Weiler (Blue Owl Capital Corporation).
- Shared affiliations: Weiler (former TCW Managing Director 1995–2010) and Jefferies director Robert Beyer (TCW CEO 2005–2009) share a prior employer, indicating a network tie within credit/asset management.
- Potential conflicts: Proxy discloses related‑party/strategic relationships (e.g., SMBC alliance; an investment by President Friedman in a Jefferies‑managed CLO), but no related‑party transactions involving Ms. Weiler are disclosed.
Expertise & Qualifications
- Audit & Financial Expertise; Corporate Strategy & Business Development; Corporate Governance; Ethics/Social Responsibility Oversight; Financial Services; Executive Leadership & Management; M&A; Risk Oversight.
- 35+ years in credit markets; senior leadership overseeing CLOs and multi‑strategy credit funds.
- Education: B.S. Economics, Wharton School.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notable Components |
|---|---|---|---|
| Melissa V. Weiler | 29,754 | <0.1% | Includes 1,988 restricted shares and 9,460 unvested RSUs; total unvested subject to forfeiture 11,448. |
- Director Stock Ownership Guideline: 5× annual cash retainer ($625,000) within five years of joining the Board; all directors serving ≥5 years have met/exceeded guidelines. Weiler’s tenure is 4 years (as of Feb 10, 2025).
Governance Assessment
- Strengths: Independent status; deep credit/risk oversight expertise; co‑leadership of Compensation Committee following say‑on‑pay improvements to 71% approval in 2024; active Audit and Risk oversight roles; strong governance policies (clawback, majority voting, anti‑hedging, enhanced ownership guidelines) that bolster investor alignment.
- Engagement: Compensation Committee Co‑Chairs (including Weiler) led extensive shareholder outreach covering up to 70% of outstanding shares, which coincided with improved say‑on‑pay results.
- Alignment: Director pay mix balanced with material equity component ($205k) and service‑based vesting, plus ownership guideline, supporting long‑term alignment.
- Watch items: Network tie with another director (TCW background) is a governance interlock to monitor for committee independence optics; no Weiler‑specific related‑party transactions or pledging disclosed.
Board Governance Detail
| Committee | Role (Weiler) | Meetings FY2024 | Key Responsibilities |
|---|---|---|---|
| Compensation | Co‑Chair (effective Jan 8, 2025) | 4 | Sets executive pay; goals/objectives; oversees incentive/equity plans; compliance; clawback policy administration; independent consultant oversight; peer benchmarking; prepares CD&A and Committee Report. |
| Audit | Member | — | Oversight of financial reporting; auditor independence; recommended inclusion of 2024 audited financials in 10‑K. |
| Risk & Liquidity Oversight | Member | 4 | Oversees ERM; capital/liquidity/funding policies; cybersecurity exposure; new product/emerging risks; business continuity. |
Director Compensation (FY2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Melissa V. Weiler | 125,000 | 205,000 | 330,000 |
Notes: Directors elected at the 2024 Annual Meeting received a single equity award of 4,648 shares; vesting one‑third annually; non‑forfeitable on death/disability/retirement at/after 65. Additional cash retainers: $40k Audit Chair/Lead Independent Director; $30k Compensation Chair; $10k other committee chairs.
Say‑on‑Pay & Shareholder Feedback
- Prior say‑on‑pay approvals: 53% (2022) and 59% (2023), reflecting shareholder concerns about a 2022 one‑time Leadership Continuity Grant.
- Most recent outcome: 71% approval in 2024 after renewed outreach and plan refinements; Compensation Committee Co‑Chairs (including Weiler) engaged shareholders holding up to 70% of shares.
Related‑Party Transactions and Conflicts
- Disclosed transactions: President Friedman invested $5 million in subordinated notes of JCP Direct Lending CLO 2024‑1 Ltd., managed by a Jefferies subsidiary; terms not preferential. No transactions disclosed involving Ms. Weiler.
Risk Indicators & Red Flags
- Policies mitigating risk: Clawback policy; prohibition on hedging; majority voting with resignation policy; enhanced ownership guidelines.
- No disclosed red flags specific to Weiler: No related‑party transactions, pledging, or attendance shortfalls disclosed.
Compensation Peer Group and Process (Committee Oversight)
- Committee mandates include annual review of executive peer group compensation and use of independent compensation consultants; CD&A approved by the Compensation Committee co‑chaired by Weiler.