Armen Panossian
About Armen Panossian
Armen Panossian serves as Chief Executive Officer (since September 2019) and Co‑Chief Investment Officer (since November 2024) of Oaktree Specialty Lending Corporation (OCSL). He previously served as Chief Investment Officer from September 2019 to November 2024 . He is 48 years old (as of the 2025 proxy). His background includes Head of Performing Credit at Oaktree, portfolio manager roles across Global Private Debt and Global Credit, and earlier work at Pequot Capital. He holds a B.A. in Economics (Stanford), an M.S. in Health Services Research (Stanford Medical School), and J.D./M.B.A. degrees (Harvard). He is a member of the State Bar of California .
OCSL’s external‑manager model means executive officers do not receive direct compensation or equity from OCSL (compensation is paid by Oaktree), and OCSL is prohibited from issuing equity incentive compensation to its officers or directors under the Investment Company Act. This shapes alignment and incentives through the advisory fee structure paid to Oaktree rather than company‑level pay plans for executives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oaktree Specialty Lending (OCSL) | Chief Executive Officer | Sep 2019–present | Led OCSL through adviser fee changes and integration period post OCSI/OSI2 transactions . |
| Oaktree Specialty Lending (OCSL) | Chief Investment Officer | Sep 2019–Nov 2024 | Oversaw investment portfolio and credit strategy; transitioned to Co‑CIO in Nov 2024 . |
| Oaktree Specialty Lending (OCSL) | Co‑Chief Investment Officer | Nov 2024–present | Shared CIO responsibilities alongside governance of adviser incentive mechanics . |
| Oaktree Strategic Income (OCSI) | CEO & CIO | Sep 2019–Mar 2021 | Led until OCSI merger completion (advisory agreement amendments referenced in OCSL filings) . |
| Oaktree Strategic Income II (OSI2) | CEO & CIO | Sep 2019–Jan 2023 | Led through OSI2 merger completion (advisory agreement amendments referenced in OCSL filings) . |
| Oaktree Specialty Credit Fund (OSCF) | Chairman & CEO; later Co‑CIO | CEO since Dec 2021; Co‑CIO since Nov 2024 | Leadership across Oaktree BDC platform; CIO role updated in Nov 2024 . |
| Oaktree Lending & Private Credit (OLPG) | Chairman & CEO; later Co‑CIO | CEO since Feb 2023; Co‑CIO since Nov 2024 | Leadership across Oaktree BDC platform; CIO role updated in Nov 2024 . |
| Oaktree Capital | Head of Performing Credit; Portfolio Manager | Joined 2007; U.S. Senior Loan co‑PM from Jan 2014 | Oversight of performing credit strategies; developed Oaktree’s CLO business . |
| Pequot Capital | Investment professional (distressed strategy) | Pre‑2007 | Distressed debt investing experience prior to Oaktree . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Stanford Institute for Economic Policy Research | Advisory Board Member | Not disclosed |
| State Bar of California | Member | Not disclosed |
Fixed Compensation
OCSL executives (including the CEO) do not receive direct compensation from OCSL; pay is set and paid by Oaktree (the Adviser). OCSL is prohibited from issuing equity incentive compensation to officers or directors under the Investment Company Act .
| Component | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Base salary (from OCSL) | N/A | N/A | Executives receive no direct cash compensation from OCSL; pay comes from Oaktree . |
| Bonus (from OCSL) | N/A | N/A | Same as above . |
| Equity awards from OCSL | Prohibited | Prohibited | Equity incentive comp to officers/directors prohibited by Investment Company Act . |
| Admin reimbursement (context: CFO/CCO/support) | $1.3m incurred; $0.9m reimbursed | $1.5m incurred; $1.1m reimbursed | Reimbursement under Administration Agreement; not CEO pay. |
Performance Compensation
While Mr. Panossian’s personal incentive plan is set by Oaktree, OCSL’s advisory agreement creates company‑level performance economics that influence Oaktree (and thus indirectly the incentives of Oaktree professionals):
| Metric | Weighting/Rate | Target/Hurdle | Payout Mechanics | Period/Timing |
|---|---|---|---|---|
| Incentive Fee on Income (Part I) | 17.5% | 1.50% preferred return per quarter on NAV; catch‑up to 1.8182% | 0% below hurdle; 100% catch‑up between 1.50%–1.8182% to achieve 17.5% on all pre‑fee NII; 17.5% above 1.8182% | Calculated and paid quarterly in arrears; no clawback . |
| Incentive Fee on Capital Gains (Part II) | 17.5% | Cumulative realized gains net of losses/depreciation since FY2019 | 17.5% on net realized capital gains, cumulative basis, less prior capital gains fees | Determined and paid annually in arrears . |
| Base Management Fee | 1.00% of gross assets (ex‑cash) as of July 1, 2024 | N/A | Payable quarterly in arrears; prior 1.50% before July 1, 2024; waivers applied around OSI2 period | Effective reduction to 1.00% from 7/1/2024 . |
| Incentive Fee framework update | Incentive Fee Cap; TTM construct | N/A | 2025 10‑K notes amended agreement with Incentive Fee Cap and Trailing Twelve Quarters methodology | Amended Nov 14, 2025; details outlined in 2025 10‑K . |
Notes:
- Pre‑Incentive Fee Net Investment Income is defined to include accrued non‑cash income (OID/PIK) and exclude certain merger‑related accounting adjustments that would otherwise inflate fee‑eligible income .
- The advisory agreement is renewed annually, terminable without penalty on 60 days’ notice, and automatically terminates upon assignment .
Equity Ownership & Alignment
| As‑of Date (Proxy) | Shares Beneficially Owned (Panossian) | Shares Outstanding | Ownership % |
|---|---|---|---|
| Jan 19, 2023 | 38,370 | 183,658,887 | <1% (as disclosed) |
| Jan 4, 2024 | 12,789 | 78,965,350 | <1% (as disclosed) |
| Jan 3, 2025 | 12,789 | 82,245,319 | <1% (as disclosed) |
Additional alignment/controls:
- Securities Trading Policy prohibits short sales and derivatives; pledging is permitted only in limited cases with pre‑approval of the Chief Compliance Officer .
- During FY2024, no officers or directors adopted or terminated Rule 10b5‑1 plans; the Company did not adopt or terminate any Rule 10b5‑1 arrangement .
- Stock ownership guidelines apply to independent directors (hold stock equal to prior‑year compensation over time), not to executives .
Employment Terms
| Item | Status |
|---|---|
| Employer of record | Oaktree (executive officers are paid by Oaktree or affiliates) . |
| OCSL employment agreement | Not applicable; executives do not receive direct compensation from OCSL . |
| Severance / Change‑of‑Control (OCSL) | Not disclosed for executives; equity awards prohibited at OCSL . |
| Non‑compete / Non‑solicit | Not disclosed by OCSL for executives . |
| Advisory Agreement terms (context) | Annual approval; terminable by either party on 60 days’ notice; auto‑terminates upon assignment . |
Risk Indicators and Governance Context
- External adviser model: pay‑for‑performance at OCSL occurs through advisory fees (NII and capital gains), not through company‑level executive equity grants or bonuses; executive pay is not disclosed at OCSL level because it is paid by Oaktree .
- Policy controls: shorting/derivatives prohibited; pledging permitted only with CCO pre‑approval; no Rule 10b5‑1 adoptions/terminations by officers/directors in FY2024 .
- Fee alignment: base management fee reduced to 1.00% effective July 1, 2024; 2025 amendment adds an Incentive Fee Cap and a trailing‑twelve‑quarters construct for income fees—both actions support investor alignment via reduced/tempered fee take .
Investment Implications
- Compensation alignment: Because executives receive no direct compensation or equity from OCSL, their incentives are primarily governed by Oaktree’s advisory fee structure (17.5% on NII above a 1.50% quarterly hurdle with catch‑up and 17.5% on cumulative realized capital gains). This links economics to income generation and realized gains rather than TSR, making distribution coverage and credit performance the key levers for compensation alignment .
- Retention risk: Executive compensation terms are set by Oaktree; OCSL disclosures show no OCSL‑level employment agreements or severance for executives. Turnover risk is mitigated by Oaktree’s platform incentives but is not directly disclosed at OCSL; governance continuity depends on the advisory agreement (annual renewals; 60‑day termination) .
- Insider trading/pledging pressure: No Rule 10b5‑1 plan adoptions/terminations by officers/directors in FY2024 and a restrictive trading policy reduce near‑term selling signal risk; pledging is allowed only with pre‑approval (no specific pledges disclosed for Mr. Panossian) .
- Ownership signal: Mr. Panossian’s beneficial ownership is de minimis (<1%); absolute holdings were 12,789 shares in 2024 and 2025 (12,789) versus 38,370 in 2023, keeping skin‑in‑the‑game modest relative to outstanding shares—suggesting investor alignment is more fee‑based than equity‑based at the executive level .
- Fee trajectory: The reduction of the base management fee to 1.00% (effective July 1, 2024) and 2025 introduction of an Incentive Fee Cap/TTM design point to improving fee alignment and potentially more durable net investment income coverage—key to distributions and valuation for a BDC under Mr. Panossian’s leadership tenure .