Karen Hager
About Karen Hager
Karen Hager is Chief Compliance Officer (CCO) of Blue Owl Capital Corporation (OBDC), Blue Owl Capital Inc., and each of the Blue Owl Credit Advisers and Blue Owl BDCs; she is also a member of Blue Owl’s Operating Committee . She has served as an officer of OBDC since 2018 and is age 52 as of the 2025 proxy record date . Hager holds a B.S. in Accounting from Brooklyn College of the City University of New York . Company performance context during her tenure includes delivering a return on equity of over 12% for 2024 and distributing record dividends totaling $1.72 per share (nearly 10% YoY increase); OBDC became the second-largest publicly traded BDC by total assets on a pro forma basis following the OBDE merger and noted borrowers’ mid-to-high single-digit EBITDA and revenue growth year-over-year in 2024 .
Company Performance Snapshot (FY 2024)
| Metric | FY 2024 |
|---|---|
| Return on Equity (%) | Over 12% |
| Dividends per Share (USD) | $1.72 |
| Dividend YoY Change (%) | Nearly +10% |
| Scale | Second-largest publicly traded BDC by total assets (pro forma, post-OBDE) |
| Borrowers’ EBITDA & Revenue Growth | Mid-to-high single digits YoY |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Abbott Capital Management | Chief Compliance Officer | Prior to Mar 2018 | Led compliance at private markets manager; institutional controls |
| The Permal Group | SVP, Director of Global Compliance & CCO | Prior to Mar 2018 | Oversaw global compliance across multi-strategy credit platforms |
| Dominick & Dominick Advisors LLC | Director of Compliance | Prior to Mar 2018 | Built advisory compliance processes |
| U.S. Securities and Exchange Commission | Senior Securities Compliance Examiner/Staff Accountant | Prior to Mar 2018 | Regulatory examination and accounting foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Blue Owl Capital Inc. & Blue Owl Credit Advisers | Chief Compliance Officer; Operating Committee Member | Since Mar 2018 | Firm-wide compliance oversight across BDCs and credit advisers |
Fixed Compensation
OBDC is externally managed and does not pay direct compensation to executive officers. The company reimburses its Adviser (Blue Owl Credit Advisors LLC) for the allocable portion of compensation paid by the Adviser to the CCO and CFO and their staffs, based on estimated time devoted to OBDC .
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Company-paid base salary | Not applicable; no direct executive comp from OBDC | Not applicable; no direct executive comp from OBDC | Not applicable; no direct executive comp from OBDC |
| Company-paid cash bonus | Not applicable | Not applicable | Not applicable |
| Company-paid equity awards | Not applicable | Not applicable | Not applicable |
| Reimbursement to Adviser for CCO/CFO & staffs | Yes (allocable portion per Administration Agreement) | Yes (allocable portion per Administration Agreement) | Yes (allocable portion per Administration Agreement) |
Performance Compensation
Individual executive incentive metrics (e.g., revenue, EBITDA, TSR) tied to Karen Hager’s compensation are not disclosed at the company level because OBDC does not compensate executive officers directly . For context, the Adviser’s incentive fee structure (which drives platform-level economics) is based on: (1) quarterly pre-incentive net investment income with a 1.5% quarterly hurdle, 100% catch-up to 17.5%, then 17.5% of income above 1.82% per quarter; and (2) an annual capital gains incentive fee equal to 17.5% of cumulative realized gains net of losses and unrealized depreciation since listing, subject to Advisers Act limits .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Executive-level metrics for Hager | Not disclosed | — | — | — | — |
| Adviser income-based incentive fee (context) | 17.5% above catch-up | 1.5% quarterly hurdle; catch-up to 1.82% | Company-specific quarterly NII dependent | Paid quarterly to Adviser | Not applicable to individual exec grants |
| Adviser capital gains incentive fee (context) | 17.5% | Cumulative realized gains net of losses/depreciation | Company-specific realized gains/losses | Paid annually to Adviser | Not applicable to individual exec grants |
Equity Ownership & Alignment
| Record Date | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Mar 28, 2025 | — | — | Not listed with share ownership in management table |
| Mar 28, 2024 | — | — | Not listed with share ownership in management table |
| 2023 Record Date | — | — | Not listed with share ownership in management table |
- Hedging/pledging: Directors and officers of OBDC and of its Adviser are prohibited from hedging, short-selling, and pledging OBDC securities as collateral under the insider trading policy .
- Section 16 compliance: All applicable Forms 3, 4, and 5 were timely filed for FY 2024, per the proxy statement .
Employment Terms
| Term | Detail |
|---|---|
| Officer since | 2018 (Chief Compliance Officer) |
| Employment agreement & term | Not disclosed in OBDC filings; executive services provided via Adviser per Investment Advisory and Administration Agreements |
| Severance & change-of-control | Not disclosed for Hager in OBDC filings; no company-level executive compensation program |
| Non-compete / non-solicit | Not disclosed for Hager in OBDC filings |
| Garden leave / consulting | Not disclosed |
| Clawback provisions | Not disclosed at executive level; company discloses insider trading, hedging, and pledging prohibitions |
| Location/address for officers | c/o Blue Owl Capital Corporation, 399 Park Avenue, 37th Floor, New York, NY 10022 |
Performance & Track Record
- Firm leadership: Elevated to Operating Committee membership across Blue Owl; responsible for compliance oversight across BDCs and credit advisers .
- Prior experience: CCO at Abbott Capital; SVP/Director Global Compliance & CCO at Permal; Director of Compliance at Dominick & Dominick; SEC Senior Securities Compliance Examiner/Staff Accountant .
- Company performance context: FY 2024 ROE over 12%, dividends of $1.72/share (nearly +10% YoY); post-merger scale at second-largest BDC by total assets (pro forma); borrowers’ mid-to-high single-digit EBITDA and revenue growth .
Board Governance (Context)
- Hager is an executive officer and not a director; “Information about Executive Officers Who Are Not Directors” lists her age, position, and officer-since date .
- Board committees are composed of independent directors; compensation committee governs executive compensation determinations but OBDC pays no direct executive compensation .
Investment Implications
- Pay-for-performance transparency: Because OBDC does not directly compensate executive officers, individual incentive metrics and grant-level alignment for Hager are not disclosed, limiting classical pay-for-performance analysis. Company-level economics are driven by the Adviser’s fee structure (NII and capital gains incentive fees), which could influence platform priorities rather than individual executive targets .
- Ownership alignment: Hager is not listed with beneficial share ownership in 2023–2025 management tables, suggesting limited direct equity alignment at the OBDC entity level; however, hedging and pledging of OBDC stock by insiders are prohibited, mitigating misalignment risks from monetization strategies .
- Retention risk: Tenure since 2018 and firm-wide Operating Committee role indicate institutional embeddedness; absence of disclosed company-level severance/change-of-control terms for Hager makes retention economics opaque at the public filer level (likely governed at the Adviser) .
- Trading signals: No Section 16 reporting issues (timely filings) and no disclosed legal proceedings for officers, directors, or nominees over the past 10 years reduce governance red-flag risk; lack of disclosed insider ownership or sale activity for Hager limits insider-trading signal utility .
Citations:
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