Craig Packer

About Craig Packer

Craig W. Packer is Chief Executive Officer of Blue Owl Capital Corporation (OBDC) and a director; he is 58 and has served on OBDC’s board since 2016. He is Co‑President and a director of Blue Owl Capital Inc., Head of Blue Owl’s Credit platform, and Co‑Chief Investment Officer for the Blue Owl Credit Advisers; prior roles included Partner and Co‑Head of Leveraged Finance (Americas) at Goldman Sachs, Global Head of High Yield Capital Markets at Credit Suisse First Boston, and earlier at Donaldson, Lufkin & Jenrette; he holds an MBA from Harvard Business School and a B.S. from the University of Virginia . Under his leadership, OBDC delivered record dividends of $1.72 per share and ROE over 12% in 2024, and achieved a 2023 total shareholder return of over 40% with record net investment income per share and highest NAV per share; borrowers across Blue Owl’s Credit platform grew EBITDA and revenue mid‑to‑high single digits YoY in 2024 (low‑to‑mid single digits each quarter in 2023), and weighted average borrower EBITDA exceeded $200 million at year‑end .

Past Roles

External Roles

Fixed Compensation

OBDC is externally advised. The company does not directly compensate executive officers; compensation is paid by Blue Owl Credit Advisers, with OBDC reimbursing the allocable portion for CCO/CFO and their staffs under the Administration Agreement. Interested directors (including Mr. Packer) receive no director compensation from OBDC .

Performance Compensation

Economic incentives flow via the Investment Advisory Agreement to Blue Owl Credit Advisers (which Mr. Packer leads and from which Investment Committee members participate in profits). These fees are directly tied to OBDC performance metrics (net investment income and realized capital gains) .

Equity Ownership & Alignment

• Hedging/pledging: Directors and officers (including Adviser personnel) are prohibited from short‑selling OBDC, entering hedging/monetization transactions, or pledging OBDC securities in margin/collateral accounts .
• Stock ownership guidelines: Not disclosed for executives/directors; dollar range reported “over $100,000” for Mr. Packer .

Employment Terms

• Employment/contract details: Not disclosed; OBDC has no employees—executive services are provided by the Adviser under the Investment Advisory and Administration Agreements .
• Severance/change‑of‑control: Not disclosed at the company level for executives; economic terms reside in the Advisory Agreement (fee structure as above) .
• Clawbacks/tax gross‑ups/deferred comp/pensions/perquisites: Not disclosed at the company level for executives; director perquisites not applicable to Mr. Packer (interested director, no compensation) .

Board Governance

• Role and independence: CEO and director; classified as an “interested person” under the 1940 Act due to affiliation with the Adviser; not a member of Audit, Compensation, or Nominating & Corporate Governance Committees .
• Board composition: 6 directors; majority independent; independent non‑executive Chairman (Edward D’Alelio) .
• Committees: All committee members are independent directors; Mr. Packer serves on none .
• Attendance: Board met 20 times in 2023 and 13 times in 2024; all incumbent directors attended at least 75% of meetings and committee sessions for periods of service .
• Executive sessions, lead independent, and governance documents: Corporate governance guidelines and Code of Business Conduct are adopted; independent oversight of audit and compensation; director compensation scales are disclosed for independent directors (not paid to Mr. Packer) .

Director Compensation (Mr. Packer)

• Annual retainer, committee fees, equity grants: None (interested directors receive no compensation from OBDC) .

Performance & Track Record

• 2023 outcomes: Record NII per share and NAV per share; dividends of $1.59 per share; total return over 40% .
• 2024 outcomes: ROE over 12%; record dividends of $1.72 per share; successful merger with OBDE (scale/diversification) .
• Platform performance context: Borrowers delivered low‑to‑mid single digit EBITDA and revenue growth each quarter in 2023; mid‑to‑high single digit growth in 2024; weighted average borrower EBITDA >$200 million; scaled Blue Owl Credit AUM grew from $84.6 billion (2023) to $136 billion (2024) .

Related Party Transactions and Conflicts

• Advisory and administration agreements with Blue Owl Credit Advisers (affiliate); fees comprise management and incentive fees as above .
• Co‑investment exemptive relief permits transactions alongside affiliates subject to “required majority” of independent directors and specific fairness findings; investment allocation policy addresses potential conflicts but allocations may not always favor OBDC .

Risk Indicators & Red Flags

• Alignment risk: Incentive fee can be paid in quarters with capital losses; declines in NAV may increase likelihood of hitting NII hurdle, potentially paying fees despite negative total returns—requires vigilant board oversight .
• Hedging/pledging ban: Positive alignment (no hedging/pledging permitted) .
• Legal proceedings/Section 16(a): No legal proceedings against directors/officers in past 10 years; Section 16(a) filings believed timely for 2023/2024 .
• Insider selling pressure: Beneficial stake reported at 366,449 shares in both 2024 and 2025 record dates, suggesting stable reported holdings across periods; detailed Form 4 activity not disclosed in the proxy .

Compensation Peer Group; Say‑on‑Pay & Shareholder Feedback

• Compensation peer group/target percentile: Not disclosed (external adviser model) .
• Say‑on‑pay: Not proposed; director elections and auditor ratification only .

Expertise & Qualifications

• Financial and capital markets expertise: Extensive high yield/leveraged finance leadership and direct lending platform formation (Owl Rock → Blue Owl Credit) .
• Board qualifications: Industry‑specific knowledge in corporate finance, capital markets, and credit; Board cites this as valuable .
• Education: MBA (Harvard), B.S. (University of Virginia) .

Equity Ownership & Alignment (detail table)

Investment Implications

• Alignment and incentives: Mr. Packer’s economic participation is primarily through the Adviser, whose fees scale with gross assets and are performance‑linked to NII and realized capital gains; the quarterly NII hurdle/catch‑up structure and annual capital gains fee create strong incentives to sustain high net investment income and realize gains, but can also pay fees in loss periods, raising alignment and risk appetite questions in down cycles .
• Retention risk: As an Adviser executive and platform co‑founder, retention is tied to Blue Owl Credit’s broader economics rather than OBDC‑specific pay; multiple leadership roles across Blue Owl BDCs suggest low near‑term transition risk, though external adviser model adds key‑person concentration .
• Trading signals: Stable reported personal holdings across 2024/2025 record dates and firm policies banning hedging/pledging mitigate near‑term selling pressure signals; monitor future Form 4s and board oversight of fee structures and co‑investment allocations for alignment .
• Governance: Independent chair and committee‑only independent membership are positives; Mr. Packer’s dual role (CEO + director) and “interested person” status are standard for externally advised BDCs but underscore the importance of independent board oversight of advisory fees, leverage, and co‑investment allocations .

Overall, Mr. Packer brings deep leveraged finance and direct lending leadership with strong platform performance, while OBDC’s external adviser fee design demands continued independent board vigilance to ensure pay‑for‑performance alignment and protect shareholder economics .