Deborah Gero
About Deborah Gero
Independent director of OCSL since March 2019 (term expires 2027); age 64; currently Audit Committee Chair and a member of all other Board committees; designated an “audit committee financial expert” under SEC rules . Former Senior Managing Director and Deputy CIO at AIG Asset Management, where she helped set investment strategy for ~$300 billion of insurance portfolios (2012–2018), after serving as CRO for AIG’s Life & Retirement division (2009–2012); earlier roles include portfolio manager and corporate actuary at AIG and actuarial/ALM roles at Conseco, Tillinghast/Towers-Perrin, and Pacific Mutual . Education and credentials: B.A. in Mathematics (Notre Dame), CFA charterholder, Fellow of the Society of Actuaries, and member of the American Academy of Actuaries . Oversees two portfolios in the Oaktree fund complex and serves on the board of trustees of Oaktree Strategic Credit Fund (OSCF) since 2021 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AIG Asset Management | Senior Managing Director & Deputy CIO | 2012–2018 | Responsible for investment strategy for ~$300B of insurance portfolios |
| AIG Life & Retirement | Chief Risk Officer | 2009–2012 | Enterprise risk oversight for Life & Retirement division |
| Various (consulting) | Consultant (CDO IM and insurance investments) | 2003–2009 | Focus on CDO investment management and insurance investments |
| AIG and predecessors | Portfolio Manager (CDO) and Corporate Actuary | Prior to 2003 | Managed $3B CDO portfolio; actuarial roles |
| Conseco; Tillinghast/Towers-Perrin; Pacific Mutual | Actuarial/ALM roles | Prior | Actuarial and asset/liability management roles |
External Roles
| Organization | Role | Since | Type/Notes |
|---|---|---|---|
| Resolution Re Ltd. | Director | Nov 2023 | Reinsurance entity |
| United Educators | Director | Apr 2020 | Education-focused insurer |
| United Way of Greater Los Angeles | Investment Committee Member | Nov 2020 | Non-profit; investment committee |
| Friends of the Brentwood Art Center | Director & Secretary | Sep 2016 | Non-profit |
| Oaktree Strategic Credit Fund (OSCF) | Trustee | 2021 | Oaktree fund complex board |
| Prior: OCSI; OSI2; Newport Re Ltd.; Aurora National Life Insurance; New California Life Holdings; AIG subsidiaries | Director (various) | Prior years | Historical public/private board service |
Board Governance
- Independence: The Board determined all current directors other than John B. Frank are independent under Nasdaq rules and the Investment Company Act; Ms. Gero is independent (not an “interested person”) .
- Committees and roles (FY2024):
- Audit Committee – Chair; 8 meetings in FY2024; responsibilities include auditor oversight, financial reporting/internal controls, and valuation guidelines .
- Compensation Committee – Member; 1 meeting in FY2024; oversees reimbursement of allocable comp for CFO/CCO and certain Oaktree personnel .
- Nominating & Corporate Governance Committee – Member; 2 meetings in FY2024; oversees director criteria, nominations, governance principles, and Board self-evaluation .
- Co-Investment Committee – Member; reviews/approves certain co-investments under SEC exemptive order; chaired by Bruce Zimmerman .
- Board activity/attendance: Board met 4 times in FY2024; each director attended at least 75% of the Board and committee meetings on which they served; three directors attended the 2024 annual meeting .
- Audit Committee Report: Signed November 7, 2024 by Deborah Gero (Chair) .
- Lead Independent Director: Bruce Zimmerman .
- Annual Board/Committee self-evaluations conducted at least annually .
- Executive session/compliance: CCO meets in executive session with independent directors at least annually; annual written compliance report reviewed by Board .
Fixed Compensation
| Director (FY2024) | Fees Earned or Paid in Cash (Company) | Total Compensation from Company | Total from Fund Complex |
|---|---|---|---|
| Deborah Gero | $175,000 | $175,000 | $290,250 |
- Structure (FY2024): Independent directors receive an annual retainer of $150,000; Lead Independent Director receives +$15,000; Audit Committee Chair receives +$25,000; independent directors set their own compensation .
- Plans: The Company does not maintain stock or option plans, non-equity incentive plans, or pension plans for directors .
Performance Compensation
| Component | Status/Terms |
|---|---|
| Equity incentive compensation (options, RSUs/PSUs) | Not permitted; as a BDC, the Company is prohibited from issuing equity incentive compensation to its officers or directors . |
| Performance-based cash/bonus | Not disclosed for directors; director pay presented as fees/retainers . |
| Clawbacks/COC/gross-ups (director) | Not disclosed for directors in proxy; Company-level policies apply; no equity awards to trigger such features . |
Other Directorships & Interlocks
| Entity | Role/Committee | Potential Interlock/Notes |
|---|---|---|
| Resolution Re Ltd. | Director | External directorship; no disclosed related-party transactions with OCSL . |
| United Educators | Director | External directorship; no disclosed related-party transactions with OCSL . |
| United Way of Greater Los Angeles | Investment Committee Member | Non-profit role . |
| Friends of the Brentwood Art Center | Director & Secretary | Non-profit role . |
| OSCF (Oaktree Strategic Credit Fund) | Trustee | Oaktree fund complex board; her director compensation includes “Fund Complex” pay . |
Note: The proxy discloses one independent director (Mr. Jacobson) with >$100,000 invested in certain private funds managed by Oaktree; no similar disclosure is made for Ms. Gero .
Expertise & Qualifications
- Risk management, strategic planning, and M&A experience from senior insurance/asset management roles; designated “audit committee financial expert” .
- Technical credentials: CFA charterholder; Fellow of the Society of Actuaries; member of the American Academy of Actuaries .
- Education: B.A. in Mathematics, University of Notre Dame .
Equity Ownership
| Measure | Value |
|---|---|
| Shares beneficially owned | 19,911 |
| Percent of shares outstanding | <1% (asterisk denotes less than 1%) |
| Dollar range of equity (as of 1/6/2025, $15.19/share) | Over $100,000 |
| Stock ownership guideline | Independent directors must, over time, hold Company stock equal to at least prior fiscal year compensation |
| Hedging/derivatives policy | Prohibits short sales and derivative transactions taking short positions in Company stock |
| Pledging policy | Permitted only in limited cases with pre-approval by CCO |
| Rule 10b5-1 plans (FY2024) | None adopted/terminated by officers or directors during FY2024 |
Governance Assessment
- Strengths:
- Independent director, Audit Committee Chair, and SEC-defined “audit committee financial expert,” supporting robust financial oversight .
- Strong attendance culture (≥75% across directors) and active Audit Committee cadence (8 meetings), indicating engagement in controls and valuation oversight .
- Cash-fee structure without equity or performance awards mitigates pay-for-performance misalignment risk at BDCs; stock-holding guideline enhances alignment .
- Watch items / potential risks:
- Company policy allows pledging with pre-approval; while no pledging is disclosed for Ms. Gero, policy-level allowance is a governance risk to monitor .
- Co-Investment Committee includes one interested director (Mr. Frank); while permitted, co-investment oversight inherently carries potential conflict complexity—presence of independent members (including Ms. Gero) mitigates .
- No disclosure of director-specific performance-based metrics or clawbacks (not typical for BDC directors), so alignment relies on ownership guideline and oversight roles .
Attendance at shareholder meetings: three directors attended the 2024 annual meeting; director-specific attendance at annual meetings is not disclosed .