John B. Frank
About John B. Frank
John B. Frank (age 68) is Chairman of the Board at Oaktree Specialty Lending Corporation (OCSL), an “interested director” under the Investment Company Act due to his roles at Oaktree; he has served on OCSL’s Board since October 2017 and his current term expires in 2026 . He is Vice Chairman of Oaktree (since 2014), previously Managing Principal (2006–2014) and General Counsel (2001–2006), with a legal background as partner at Munger, Tolles & Olson and clerkship experience; he holds a B.A. (Wesleyan) and J.D., magna cum laude (Michigan Law), and serves on OCSL’s Co-Investment Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oaktree Capital | Vice Chairman | Since 2014 | Senior leadership and governance across platform |
| Oaktree Capital | Managing Principal (PEO) | 2006–2014 | Responsible for firm management |
| Oaktree Capital | General Counsel | 2001–2006 | Legal oversight; board advisory |
| Munger, Tolles & Olson LLP | Partner | 1984–2001 (prior to Oaktree) | Led notable M&A; outside counsel to boards |
| U.S. Court of Appeals (First Circuit) | Law Clerk to Hon. Frank M. Coffin | Prior to 1984 | Appellate legal training |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Brookfield Oaktree Holdings, LLC (OCG) | Director | Since 2007 | OCG majority economic interest acquired by Brookfield in 2019 |
| Chevron Corporation | Director | Oct 2017 | Public company board |
| Daily Journal Corporation | Director | Feb 2022 | Public company board |
| Oaktree Acquisition Corp. III Life Sciences | Director | Jul 2024 | SPAC/related entity |
| ADRx, Inc. | Director | Not disclosed | Private company role |
| XPRIZE Foundation | Trustee | Not disclosed | Non-profit board |
| The James Irvine Foundation | Trustee | Not disclosed | Non-profit board |
| John Randolph Haynes and Dora Haynes Foundation | Trustee | Not disclosed | Non-profit board |
| Prior: OCSI; Oaktree Acquisition Corp.; Oaktree Acquisition Corp. II; Oaktree Acquisition Corp. III | Director (prior service) | Various (prior) | Prior public company boards; BDC affiliate |
Board Governance
- Roles: Chairman of the Board; member, Co-Investment Committee .
- Independence: Classified as an “interested person” due to positions at Oaktree; all other current directors are independent under Nasdaq/1940 Act .
- Lead Independent Director: Bruce Zimmerman .
- Attendance: Board met 4 times in FY2024; each director attended at least 75% of Board and committee meetings held while serving; three directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session; chief compliance officer meets in executive session with independent directors at least annually .
| Committee | Role (Frank) | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit Committee | Not a member | Deborah Gero | 8 |
| Compensation Committee | Not a member | Craig Jacobson | 1 |
| Nominating & Corporate Governance | Not a member | Phyllis Caldwell | 2 |
| Co-Investment Committee | Member | Bruce Zimmerman | Not disclosed (standing committee) |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $0 | No compensation paid to “interested” directors under company policy |
| Equity/Options/RSUs | $0 | Company does not maintain stock or option plans, non-equity incentive plan or pension for directors |
- Context: Independent directors received $150,000 annual cash retainer; lead independent director +$15,000; Audit Chair +$25,000; independent directors set their own compensation .
Performance Compensation
| Component | Status | Notes |
|---|---|---|
| Equity incentive (options, RSUs, PSUs) | Prohibited | BDC rules prohibit equity incentive compensation to officers and directors |
| Bonus/Performance-based cash | None disclosed | No non-equity incentive plans for directors |
| Performance metrics (TSR/EBITDA/ESG) | Not applicable | No performance-linked director pay disclosed |
Other Directorships & Interlocks
| Company | Role | Start | Potential Interlock/Conflict Note |
|---|---|---|---|
| Brookfield Oaktree Holdings, LLC (OCG) | Director | 2007 | Adviser (Oaktree affiliate) partially/indirectly owned by OCG; Brookfield holds majority economic interest since 2019 |
| Oaktree Capital (Adviser) | Vice Chairman | 2014 | Direct/indirect pecuniary interest in Adviser; related-party advisory and admin arrangements with OCSL |
| Chevron; Daily Journal; Oaktree Acquisition Corp. III Life Sciences | Director | Various | No specific OCSL transaction link disclosed |
- Related-party arrangements: OCSL reimburses Oaktree Administrator (wholly-owned subsidiary of Oaktree) at cost; ~$1.9 million administration fees in FY2024; principal executive offices located in a Brookfield affiliate building at market rates .
Expertise & Qualifications
- Deep finance/legal governance expertise: former Managing Principal and General Counsel at Oaktree; extensive board advisory experience; California Bar; listed in Best Lawyers in America .
- Education: B.A. (Wesleyan), J.D. magna cum laude (Michigan Law); Managing Editor, Michigan Law Review; Order of the Coif .
- Sector insight: Chevron and Daily Journal board service; broad investment and corporate oversight exposure .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Total beneficial ownership | 54,261 shares; <1% of outstanding |
| Directly held | 14,887 shares |
| Indirect/family-held | 39,374 shares (no pecuniary interest; may be deemed voting/investment power) |
| Dollar range of beneficial ownership | Over $100,000 (based on $15.19 share price on Jan 6, 2025) |
| 10b5-1 plan / non-Rule arrangements (FY2024) | None adopted/terminated by officers or directors |
| Hedging/derivatives policy | Prohibits short sales and derivatives; pledging permitted only with CCO pre-approval |
| Director stock ownership guidelines | Independent directors required to hold stock equal to prior-year compensation; not applicable to interested directors |
Governance Assessment
- Board effectiveness and independence safeguards: Independent-led committees (Audit, Compensation, Nominating) with defined charters; Lead Independent Director in place; independent director executive sessions and CCO oversight help mitigate risks from an interested Chairman .
- Conflicts and related-party exposure: Frank’s dual role as Oaktree Vice Chairman and OCSL Chairman presents structural conflicts given Oaktree’s advisory and administration arrangements (fees, facilities), and co-investment dynamics with Other Oaktree Funds; independent directors review/approve related-person transactions, and SEC exemptive relief/co-investment policies set allocation protocols to manage conflicts .
- Compensation alignment: As an interested director, Frank receives no cash or equity compensation from OCSL; alignment stems from share ownership; BDC rules prohibit director equity incentives, limiting performance-based alignment tools .
- Attendance/engagement: Board met 4 times in FY2024; each director attended at least 75% of Board and committee meetings; independent committees met regularly (Audit 8; Comp 1; Nominating 2), supporting active oversight .
- RED FLAGS:
- Interested Chairman with direct/indirect pecuniary interest in Adviser; potential influence over advisory/admin economics and co-investment decisions .
- Complex co-investment/conflict scenarios with Other Oaktree Funds; Adviser’s limited liability/indemnification may encourage risk-taking inconsistent with shareholder preferences in edge cases .
- Mitigants:
- Lead Independent Director and independent-majority committees; independent review/ratification of related-person transactions; codified allocation guidelines and SEC exemptive framework for co-investments .