Bruce Zimmerman
About Bruce Zimmerman
Bruce Zimmerman (age 67) is an independent director at OCSL since 2017; he currently serves as lead independent director and chairs the Co-Investment Committee . He is Investment Director at Tresalia (since March 2024), previously Senior Advisor and then CIO at Dalio Family Office (2019–2023), and earlier CEO/CIO of UTIMCO (2007–2016); he holds an MBA from Harvard Business School and graduated magna cum laude from Duke University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UTIMCO | Chief Executive Officer & Chief Investment Officer | 2007–2016 | Led second-largest discretionary university asset pool globally; extensive governance and investment oversight |
| Dalio Family Office | Chief Investment Officer; Senior Advisor | CIO: Jul 2019–Sep 2023; Senior Advisor: Sep 2023–Mar 2024 | Institutional investment leadership and risk management |
| Tresalia | Investment Director | Mar 2024–present | Strategic investments oversight |
| Citigroup | CIO & Global Head of Pension Investments; CFO/CAO of Citigroup Alternate Investments | Pre-2007 | Financial oversight; alternative investments governance |
| Texas Commerce Bank/JP Morgan Chase | Various roles (M&A IB, Retail management, Marketing, FP&A, Strategy) | ~13 years | Broad operational and financial experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Advanced Merger Partners, Inc. | Director | Since Feb 2021 | SPAC directorship |
| Vistra Energy Corp. | Director (prior) | Prior to 2022 | Independent power company board experience |
| OCSI (Oaktree Strategic Income Corp.) | Director (prior) | 2017–2021 (merged) | Prior board service |
| CommonFund | Vice Chairman, Board of Trustees (prior) | Prior | Nonprofit asset management governance |
| Houston Endowment | Investment Committee (prior) | Prior | Endowment investment oversight |
Board Governance
- Roles: Lead Independent Director; Chair, Co-Investment Committee; Member, Audit, Compensation, Nominating & Corporate Governance; prior Chair, Risk & Conflicts; prior Chair, Audit (historical) .
- Independence: Board determined Zimmerman is independent; only John B. Frank is “interested” due to Oaktree positions .
- Attendance: Board met 4 times in FY2024; each director attended ≥75% of Board/committee meetings; 3 directors attended the 2024 annual meeting; FY2021 Board met 6 times with ≥75% attendance .
- Committee details (recent): Audit Committee members include Zimmerman; chaired by Deborah Gero; Audit Committee met 8 times in FY2024 . Co-Investment Committee chaired by Zimmerman (members: Frank, Jacobson, Caldwell, Gero) . Risk & Conflicts Committee previously chaired by Zimmerman (FY2022) .
- Policies: Code of Business Conduct; Securities Trading Policy prohibits short sales/derivatives; permits pledges in limited cases with CCO pre-approval .
Fixed Compensation
| Metric | FY2021 | FY2023 | FY2024 |
|---|---|---|---|
| Annual Retainer (Independent Directors) | $150,000 (effective Mar 19, 2021)* | $150,000 | $150,000 |
| Lead Independent Director Fee | $15,000 | $15,000 | $15,000 |
| Audit Committee Chair Fee | $25,000 (not Zimmerman; Ms. Gero was Chair) | $25,000 (not Zimmerman; Ms. Gero) | $25,000 (not Zimmerman; Ms. Gero) |
| Fees Earned or Paid in Cash (Zimmerman) | $158,041 | $165,000 | $165,000 |
| Equity/Option/Pension Plans for Directors | None (prohibited for BDC directors) |
Performance Compensation
- Directors do not receive equity incentives, stock options, non-equity incentive plan awards, or pensions; no performance metrics apply to director pay (Investment Company Act prohibits equity incentive compensation to officers or directors of the Company) .
| Performance Metric | Applied to Director Pay | Notes |
|---|---|---|
| TSR, EPS, EBITDA, ESG goals | Not applicable | BDC prohibits director equity incentives; independent directors determine their compensation |
Other Directorships & Interlocks
| Director | External Investment Ties | Potential Interlock/Conflict Signal |
|---|---|---|
| Bruce Zimmerman | None disclosed regarding Oaktree-managed private funds | No related-party exposure disclosed specific to Zimmerman |
| Craig Jacobson (peer context) | Investments >$100,000 in certain private funds managed by Oaktree | Monitor for co-investment/conflict oversight; Zimmerman chairs Risk & Conflicts historically |
Expertise & Qualifications
- Audit committee financial expert designation (historical at OCSL) .
- Former CFO/CAO of Citigroup Alternate Investments; deep financial oversight experience .
- Long-tenured institutional CIO (UTIMCO; Dalio); broad risk, valuation, and governance expertise .
Equity Ownership
| Metric | FY2019 | FY2024 | FY2025 |
|---|---|---|---|
| Beneficial Ownership (shares) | 37,000 shares of OCSL | Dollar range: Over $100,000 | Dollar range: Over $100,000 |
| Ownership Guideline | Hold Company stock equal to at least prior fiscal year’s director compensation (policy) | Policy in place | Policy in place |
- Pledging/Hedging: Securities Trading Policy permits pledges only with CCO pre-approval; prohibits short sales/derivative short positions .
- Historical margin account disclosure referred to certain directors; as of Jan 10, 2019, margin-held shares were not pledged; not specific to Zimmerman .
Insider Trades (Form 4 for Zimmerman at OCSL)
Note: Director compensation is cash-only per proxy; the 2021 “A” acquisition on Form 4 reflects an SEC-reported award/acquisition event and does not imply equity incentive compensation under Company plans .
Governance Assessment
- Strengths
- Lead Independent Director with multi-committee leadership, including current Chair of Co-Investment and historical Chair of Audit and Risk & Conflicts, signaling strong board influence on valuation, risk, and conflict oversight .
- Consistent independence and meeting attendance ≥75%; Audit Committee active with 8 meetings in FY2024, indicating robust oversight cadence .
- Cash-only director pay avoids equity-linked conflicts; ownership guideline promotes alignment; Zimmerman’s reported dollar range ownership over $100k demonstrates material skin-in-the-game .
- Watch items / potential red flags
- Oaktree-affiliated director (Frank) is “interested”; Zimmerman’s Co-Investment and Risk & Conflicts leadership is critical to mitigating adviser-related conflicts—monitor committee rigor and disclosures around co-invest transactions .
- Securities Trading Policy permits pledges in limited cases with pre-approval; continue monitoring any pledge disclosures or margin arrangements by directors, though none specific to Zimmerman are disclosed .
- Historical internal control weakness (2017) noted at the Companies; Audit chair responsibilities moved over time—ongoing audit quality and valuation oversight remain key, albeit not specifically tied to Zimmerman in recent periods .
Appendix: Director Compensation Policy Changes (Trend)
- Independent director annual retainer increased from $135,000 (pre-2021) to $150,000 effective March 19, 2021; Audit Chair supplement increased to $25,000 (from $15,000 prior), Lead Independent Director remains $15,000 .
- FY2023/FY2024 director compensation remained cash-only with no stock, options, or pension plans .