Craig Jacobson
About Craig Jacobson
Craig Jacobson (age 72) is an independent director of Oaktree Specialty Lending Corporation (OCSL), serving since October 2017 with his current term expiring in 2027. He is a founder and partner at the entertainment/media law firm Hansen, Jacobson, Teller, Hoberman, Newman, Warren, Richman, Rush, Kaller, Gellman, Meigs & Fox LLP (since 1987) and founder of Whisper Advisors LLC (since 2015). He holds a J.D. from the George Washington University Law School and a B.A. from Brown University. He chairs OCSL’s Compensation Committee and serves on all other board committees, with the board classifying him as independent under Nasdaq and Investment Company Act standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hansen, Jacobson, Teller, Hoberman, Newman, Warren, Richman, Rush, Kaller, Gellman, Meigs & Fox LLP | Founder & Partner (media business) | 1987–present | Extensive transactional and board advisory experience cited as qualification for OCSL board service . |
| New Form Digital (venture with Discovery Media & ITV Studios) | Founder/Operator | 2014–Jan 2019 | Produced scripted short-form online content . |
| Whisper Advisors LLC | Founder (boutique investment banking/advisory) | 2015–present | Investment and advisory experience complementing board service . |
External Roles
| Organization | Role | Status | Board Committees/Notes |
|---|---|---|---|
| Expedia Group, Inc. | Director | Current | Chairs Nominating; member of Audit and Compensation Committees . |
| Oaktree Strategic Income Corporation (OCSI) | Director | Prior | Served prior to OCSI’s merger; prior public board experience . |
| Charter Communications; Tribune Media Company; TicketMaster; Eventful; Aver Media | Director | Prior | Prior public/private company directorships (various) . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Independent (not an “interested person” under 1940 Act); only Mr. Frank is non‑independent . |
| Board attendance | Board met 4 times in FY2024; each director attended at least 75% of Board/committee meetings on which they served . |
| Committee assignments | Audit (member); Compensation (Chair); Nominating & Corporate Governance (member); Co‑Investment (member) . |
| Committee meeting cadence (FY2024) | Audit: 8 meetings; Compensation: 1; Nominating & Corporate Governance: 2 . |
| Lead Independent Director | Bruce Zimmerman (also Chair of Co‑Investment Committee) . |
| Executive sessions & governance practices | Independent‑only sessions; three standing committees fully independent (Audit, Compensation, Nominating & Corporate Governance) . |
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $150,000 | Independent director standard retainer . |
| Committee chair fees | $0 | Only Audit Chair (+$25k) and Lead Independent (+$15k) receive adders; no Comp Chair premium disclosed . |
| Meeting fees | $0 | Not disclosed; proxy details retainers/adders only . |
| Equity/option plans | Not applicable | Company does not maintain a stock or option plan for directors . |
| Who sets director pay | Independent directors | The independent directors review and determine their compensation . |
Performance Compensation
| Instrument/Metric | Structure | FY2024 Detail |
|---|---|---|
| Cash bonus (performance-based) | Not disclosed for directors | No director performance cash program disclosed . |
| RSUs/PSUs or options | Prohibited | As a BDC, OCSL is prohibited from issuing equity incentive compensation to directors/officers; no stock/options plan for directors . |
| Clawbacks/COC/severance | Not applicable to directors | No director-specific severance/COC provisions disclosed; no equity to claw back . |
Other Directorships & Interlocks
| Company | Relationship to OCSL | Potential Interlock/Conflict Consideration |
|---|---|---|
| Expedia Group, Inc. | Unrelated third party; Jacobson is director | No OCSL-related business ties disclosed; Jacobson chairs Nom. and sits on Audit/Comp at Expedia, enhancing governance expertise . |
| Oaktree/affiliates context | OCSL is advised by an Oaktree affiliate; Brookfield holds majority economic interest in Oaktree; Jacobson invests in certain private Oaktree funds | Co‑investment and allocation frameworks governed by SEC exemptive relief and Oaktree policies; Jacobson serves on OCSL’s Co‑Investment Committee, creating perceived conflicts mitigated by procedures . |
Expertise & Qualifications
- Legal/transactional: Founder/partner of leading media law firm; extensive public/private board experience .
- Capital markets/advisory: Founder of Whisper Advisors; prior operating role at New Form Digital .
- Public company governance: Chairs Expedia’s Nominating; member of Expedia Audit and Compensation Committees; service cited as relevant expertise for OCSL committees .
- Education: J.D., George Washington University Law School; B.A., Brown University .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 56,757 shares . |
| % of shares outstanding | ~0.07% (56,757 / 82,245,319) . |
| Dollar range (as of Jan 6, 2025 close) | Over $100,000; reference price $15.19 on Jan 6, 2025 . |
| Approximate indicated value | ~$862,139 (56,757 × $15.19), illustrating meaningful personal stake . |
| Ownership guidelines | Policy requires each independent director to hold Company stock equal to at least prior fiscal year’s director compensation . |
| Pledging/hedging policy | Short sales and derivatives prohibited; pledging permitted only with CCO pre‑approval . |
| 10b5‑1 trading plans (FY2024) | None adopted/terminated by officers or directors in FY2024 . |
Related‑Party & Conflict Considerations
- Investments with Oaktree affiliates: Jacobson has greater than $100,000 invested in certain private funds managed by Oaktree and its affiliates, while OCSL is advised/administrated by Oaktree affiliates and shares facilities services under the Administration Agreement (reimbursed at cost) .
- Co‑investment/allocations: OCSL participates in co‑investments governed by SEC exemptive orders and Oaktree allocation policies; the Co‑Investment Committee (on which Jacobson serves) reviews/approves eligible transactions, with specified safeguards and independent oversight .
- Independence: Despite these relationships, the Board determined Jacobson is independent under Nasdaq/Investment Company Act standards; only Mr. Frank is “interested” due to Oaktree positions .
Governance Assessment
- Board effectiveness and engagement: Jacobson chairs the Compensation Committee and sits on all standing committees (Audit, Nominating & Corporate Governance, Co‑Investment), indicating high engagement; the Board and committees met regularly (Audit 8×, NCG 2×, Comp 1×) with all directors meeting at least the 75% attendance threshold in FY2024 .
- Alignment: Director pay is cash‑only ($150,000 FY2024) with no equity awards; however, Jacobson’s ownership of 56,757 shares (~0.07% of outstanding; ~+$862k at $15.19) and a stock ownership guideline requiring holdings equal to prior‑year pay support alignment with shareholders .
- Potential conflicts—managed via process: His investments in Oaktree private funds and role on the Co‑Investment Committee are potential conflict optics; nonetheless, SEC exemptive relief, allocation policies, and independent committee structures are in place to mitigate these risks .
- Compensation structure: No performance‑based director pay or equity incentives are permitted under the BDC framework; independent directors set their own compensation, with additional retainers only for the Audit Chair and Lead Independent Director (not for Compensation Chair), which tempers per‑seat incentive dispersion .
RED FLAGS to monitor:
- Related-party optics: Personal investments in Oaktree funds alongside Oaktree’s advisory/administrative roles; continued vigilance around co‑investment allocations and committee oversight remains warranted .
- Pledging allowance: Pledging of OCSL shares is permitted with pre‑approval, which is generally viewed unfavorably by some investors even with controls; no pledges by Jacobson are disclosed .