Eric Kaye
About Eric Kaye
Eric Kaye (age 62) is an independent Class I director of Blue Owl Capital Corporation (OBDC), serving since 2016; his current term expires at the 2026 annual meeting. He is the founder and Chief Executive Officer of Kayezen, LLC and previously held senior investment banking roles at UBS Investment Bank (Vice Chairman/Managing Director; member of Global Operating and U.S. Executive Committees), Robertson Stephens (Global Co‑Head of M&A), and PaineWebber; he holds a B.A. from Union College and an M.B.A. from Columbia Business School . Kaye oversees five Blue Owl BDCs in the fund complex through his directorships, reflecting broad exposure to the platform’s governance and credit activities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UBS Investment Bank | Vice Chairman & Managing Director; member of division’s Global Operating and U.S. Executive Committees | Jun 2001 – May 2012 | Led Exclusive Sales & Divestitures Group, advising middle‑market companies |
| Robertson Stephens | Global Co‑Head of Mergers & Acquisitions | Feb 1998 – Jun 2001 | Senior M&A leadership |
| PaineWebber | Executive Director; Head, Technology M&A team | Prior to Feb 1998 | Led technology M&A coverage |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blue Owl Capital Corporation II (OBDC II) | Director | Since Nov 2016 | Fund complex oversight (5 companies total) |
| Blue Owl Technology Finance Corp. (OTF) | Director | Since Aug 2018 | |
| Blue Owl Credit Income Corp. (OCIC) | Director | Since Sep 2020 | |
| Blue Owl Technology Income Corp. (OTIC) | Director | Since Aug 2021 | |
| Blue Owl Capital Corporation III (OBDE) | Director | Feb 2020 – Jan 2025 | Former role ended with OBDE merger |
| Blue Owl Technology Finance Corp. II (OTF II) | Director | Nov 2021 – Mar 2025 | Former role |
Board Governance
- Committee assignments and chair roles: Audit (member); Compensation (Chair); Nominating & Corporate Governance (Chair); Co‑Investment (member). Audit Committee Chair is Christopher M. Temple, not Kaye .
- Independence: The Board determined Kaye is independent under NYSE, Exchange Act, and 1940 Act standards .
- Attendance and engagement: The Board met 13 times in 2024; each incumbent director attended at least 75% of Board and relevant committee meetings. Audit Committee held 9 meetings; Nominating 4; Compensation 3 in 2024 .
- Board structure: Classified Board with Kaye as a Class I director; his term runs to the 2026 annual meeting .
- Co‑Investment oversight: Co‑Investment Committee formed Feb 18, 2025, providing structured review of co‑investment transactions under SEC exemptive order .
Fixed Compensation
- Independent director pay design: Annual cash retainers, fees for in‑person Board/committee meetings, and additional annual fees for committee chair roles; no compensation is paid to “interested” directors .
Director fees actually received in FY2024 (company and fund complex):
| Name | Fees Earned and Paid in Cash by OBDC (FY2024) | Total Compensation from OBDC (FY2024) | Total Compensation from Fund Complex (FY2024) |
|---|---|---|---|
| Eric Kaye | $255,000 | $255,000 | $1,422,500 |
Fund complex breakdown for Eric Kaye (FY2024):
| Entity | Compensation |
|---|---|
| OBDC | $255,000 |
| OBDC II | $155,000 |
| OBDE | $186,250 |
| OCIC | $255,000 |
| OTF | $205,000 |
| OTF II | $180,000 |
| OTIC | $186,250 |
Independent director cash schedule in effect through Dec 31, 2024:
| Assets Under Management | Annual Cash Retainer | Chair of the Board | Chair of Audit | Chair of Committee (other) |
|---|---|---|---|---|
| $0–$2.5B | $150,000 | $15,000 | $10,000 | $5,000 |
| $2.5–$5B | $175,000 | $15,000 | $10,000 | $5,000 |
| $5–$10B | $200,000 | $15,000 | $10,000 | $5,000 |
| ≥$10B | $250,000 | $15,000 | $10,000 | $5,000 |
Updated schedule effective April 1, 2025:
| Assets Under Management | Annual Cash Retainer | Chair of the Board | Chair of Audit | Chair of Committee (other) |
|---|---|---|---|---|
| $0–$2.5B | $150,000 | $15,000 | $10,000 | $5,000 |
| $2.5–$5B | $200,000 | $15,000 | $10,000 | $5,000 |
| $5–$10B | $250,000 | $15,000 | $10,000 | $5,000 |
| $10–$15B | $300,000 | $15,000 | $10,000 | $5,000 |
| ≥$15B | $350,000 | $15,000 | $10,000 | $5,000 |
Performance Compensation
| Element | Disclosure for Independent Directors |
|---|---|
| Stock awards (RSUs/PSUs) | None disclosed; proxy describes cash retainers/meeting/chair fees for independent directors |
| Option awards | None disclosed for independent directors |
| Performance metrics tied to director pay | None disclosed for independent directors |
| Hedging/pledging policy | Hedging/pledging of Company securities is prohibited for directors and officers |
Other Directorships & Interlocks
- Current Blue Owl BDC directorships: OBDC II, OTF, OCIC, OTIC; prior roles at OBDE (to Jan 2025) and OTF II (to Mar 2025) .
- Compensation Committee interlocks: None requiring disclosure; no member is a current/former officer, and no Item 404 relationships .
- Audit Committee service load: Each Audit Committee member simultaneously serves on ≥3 public company audit committees; the Board concluded this does not impair effectiveness (applies to Kaye as a member) .
Expertise & Qualifications
- Skill set: Middle‑market M&A and divestitures leadership; senior operating experience as founder/CEO of a physical therapy/fitness equipment company; financial services background relevant to BDC credit oversight .
- Fund complex oversight: Director across five Blue Owl BDC entities, enhancing platform familiarity and inter‑entity governance continuity .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Ownership Notes | Dollar Range (OBDC) |
|---|---|---|---|---|
| Eric Kaye | 19,144 | <1% (*) | Shares are owned by Mr. Kaye’s wife (beneficial ownership) | Over $100,000 |
Additional context:
- Shares outstanding at record date: 511,046,234 (for percentage context; table marks <1% for Kaye) .
- Insider compliance: All Section 16(a) filings timely for FY2024 .
- Company policy prohibits hedging/pledging of OBDC securities by directors .
Governance Assessment
- Strengths: Independent director; chairs both Compensation and Nominating & Corporate Governance committees, signaling influence over pay policy and board refresh/independence; attended at least 75% of Board/committee meetings; sits on Co‑Investment Committee enhancing oversight of affiliated co‑investments. His middle‑market M&A background aligns with BDC portfolio underwriting and exits .
- Alignment: Beneficial ownership over $100k and 19,144 shares supports some alignment; company prohibits hedging/pledging, reinforcing alignment incentives .
- Pay structure considerations: Director compensation is cash‑only (retainers, meeting, chair fees) with increases tied to AUM bands; absence of equity grants reduces direct stock‑based alignment but avoids equity‑related conflicts for independent oversight .
- Potential risks/flags: Heavy audit committee workloads across multiple public boards could raise overboarding concerns, though the Board determined no impairment; structural conflicts inherent in affiliated BDCs and adviser allocations are mitigated by SEC co‑investment exemptive order conditions and dedicated Co‑Investment Committee oversight .