Edward D’Alelio
About Edward D’Alelio
Edward D’Alelio (age 72) is the independent Chairman of the Board at Blue Owl Capital Corporation (OBDC), serving since 2016 and sitting on the Audit, Compensation, Nominating & Corporate Governance (NCG), and Co‑Investment Committees . He is a former Managing Director and CIO for Fixed Income at Putnam Investments (1989–2002) and holds a B.A. from UMass Boston and an MBA from Boston University . The Board classifies him as independent under NYSE and 1940 Act standards; he is the only non-executive Chairman and not an officer of the Adviser .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Putnam Investments | Managing Director & CIO, Fixed Income | 1989–2002 | Served on Investment Policy Committee; attribution and portfolio performance committees |
| Keystone Investments | Portfolio Manager | Prior to Putnam | Investment management |
| The Hartford Ins. Co. | Investment Analyst | Prior to Keystone | Research/analysis |
| University of Massachusetts Boston—School of Management | Executive in Residence | Since 2002 | Academic/industry liaison |
| UMass Foundation | President | Current | Oversees investment committee |
| Ceres Farms | Advisory Committees | Current | Advisory oversight |
| Vermont Farmstead Cheese | Director | Since Sept 2009 | Board governance |
| Archibald Candy; Doane Pet Care; Trump Entertainment Resorts; UMass Memorial Hospital | Director (prior assignments) | Prior | Corporate governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OBDC II | Director | Since Nov 2016 | Blue Owl BDC peer |
| Blue Owl Technology Finance Corp. (OTF) | Director | Since Aug 2018 | Blue Owl BDC peer |
| Blue Owl Credit Income Corp. (OCIC) | Director | Since Sept 2020 | Blue Owl BDC peer |
| Blue Owl Technology Income Corp. (OTIC) | Director | Since Aug 2021 | Blue Owl BDC peer |
| Blue Owl Capital Corporation III (OBDE) | Director | Feb 2020–Jan 2025 | Ended with merger completion |
| Blue Owl Technology Finance Corp. II (OTF II) | Director | Nov 2021–Mar 2025 | Ended Mar 2025 |
Board Governance
- Independence and leadership: Independent director; Chairman of the Board; only non-executive chairman; all standing committees are composed solely of independent directors .
- Committee memberships: Audit; Compensation; NCG; Co-Investment; not listed as chair of these committees (committee chairs are Temple—Audit; Kaye—Comp & NCG) .
- Meetings and attendance: Board met 13 times in 2024; each incumbent director attended at least 75% of Board and committee meetings; Audit (9), Nominating (4), Compensation (3) formal meetings in 2024 .
- Co-Investment oversight: Co-Investment Committee formed Feb 18, 2025; independent directors (required majority) must approve terms to avoid overreaching and ensure equitable participation with affiliates under SEC exemptive order .
Fixed Compensation
| Component | Structure | 2024 Actual (OBDC) | 2024 Fund Complex Total | Notes |
|---|---|---|---|---|
| Annual Cash Retainer (Independent Directors) | AUM-based schedule; ≥$10B: $250,000; Chair of Board add $15,000; Audit Chair add $10,000; Committee Chair add $5,000 | $265,000 | $1,492,500 | OBDC fees earned and paid in cash; fund complex total by fund below |
| 2024 Fund Complex Breakdown | OBDC; OBDC II; OBDE; OCIC; OTF; OTF II; OTIC | $265,000; $165,000; $196,250; $265,000; $215,000; $190,000; $196,250 | — | Per-fund compensation detail |
As of April 1, 2025, the AUM schedule increased: ≥$15B: $350,000 annual cash retainer (Chair of Board $15,000; Audit Chair $10,000; Committee Chair $5,000), with graduated tiers across AUM levels .
Performance Compensation
- Equity or Option Awards: Not disclosed; director compensation is cash-based; no stock awards or options listed in director compensation section .
- Performance metrics, vesting, severance, change-of-control, clawbacks, tax gross-ups, deferred comp, pensions/perquisites: Not disclosed/applicable for directors; company has no employees and executive officers are not directly compensated by the Company .
Other Directorships & Interlocks
| Network link | Nature | Potential interlock/conflict vector | Governance mitigant |
|---|---|---|---|
| Blue Owl BDCs (OBDC II, OTF, OCIC, OTIC; prior OBDE, OTF II) | Multiple affiliated boards | Overlapping oversight of affiliated vehicles competing for deals | SEC co-investment exemptive order; required majority of independent directors; allocation policy; Co‑Investment Committee |
| Audit committees across >3 public companies (committee members) | Time/overboarding risk | Heavy workload across audit committees | Board determination this does not impair effectiveness |
Expertise & Qualifications
- Fixed income CIO experience; investment policy and performance attribution committee experience at Putnam .
- Broad board experience across financial services, asset management, and diversified corporate boards; current roles at UMass Foundation and advisory committees .
- Board believes his financial services background equips him to handle complex transactions and issues .
Equity Ownership
| As of Record Date | Shares Owned | % of Class | Dollar Range of OBDC Equity | Aggregate Dollar Range in Fund Complex |
|---|---|---|---|---|
| March 28, 2025 | 9,016 | Less than 1% | Over $100,000 | Over $100,000 |
Policies:
- Hedging, speculative trading, short-sales, and pledging of Company stock are prohibited for directors and certain adviser personnel, supporting alignment and risk control .
Section 16(a) Compliance:
- All Forms 3/4/5 filings for directors and officers were timely in 2024 .
Governance Assessment
- Shareholder voting signal: At the June 26, 2025 Annual Meeting, D’Alelio’s re‑election received 151,884,370 “For” vs 105,825,396 “Against” (3,024,710 abstentions; 127,472,140 broker non‑votes), a materially lower support level than for CEO‑director Packer (228,790,188 “For”; 28,950,094 “Against”) . This split suggests investor scrutiny of board leadership and independence structure.
- Independence and safeguards: Independent Chairman with all committees composed of independent directors; robust co‑investment and allocation oversight designed to mitigate adviser/affiliate conflicts .
- Attendance and engagement: Board and committees met frequently in 2024 with at least 75% attendance by incumbents; D’Alelio serves across multiple affiliated boards, which enhances information flow but raises overboarding risk considerations addressed by Board determinations .
- Compensation alignment: Cash-only director pay; no equity incentives; OBDC cash fees of $265,000 and substantial fund complex fees ($1.49M) reflect multi‑board responsibilities, which may signal time commitment but also potential perceptions of adviser-affiliated overboarding .
RED FLAGS
- Elevated “Against” votes on D’Alelio’s 2025 re‑election relative to other nominee, indicating investor concerns about board oversight or affiliate interlocks .
- Simultaneous service on multiple audit committees and across affiliated BDC boards—Board asserts no impairment, but workload and perceived conflicts merit monitoring .
Positive Signals
- Independent Chair structure; prohibition of hedging/pledging; formal co‑investment approval process with independent director “required majority” .
Appendix: Vote Detail (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Director: Edward D’Alelio | 151,884,370 | 105,825,396 | 3,024,710 | 127,472,140 |
| Director: Craig W. Packer | 228,790,188 | 28,950,094 | 2,994,194 | 127,472,140 |
| Ratify KPMG LLP (FY2025) | 357,856,003 | 26,370,176 | 3,980,437 | N/A |