Mathew Pendo
About Mathew Pendo
Mathew Pendo (age 61) is President of Oaktree Specialty Lending Corporation (OCSL) and a Managing Director at Oaktree, serving as Head of Corporate Development & Capital Markets; he has been OCSL’s President since August 2019 and previously served as OCSL’s Chief Operating Officer (Oct 2017–Jan 2022) . He holds a B.A. in economics from Princeton University, cum laude, and earlier served as Chief Investment Officer for the U.S. Treasury’s TARP, overseeing ~$200 billion of investments, preceded by senior investment banking roles at Merrill Lynch and Barclays . OCSL’s proxy disclosures do not provide executive-specific TSR, revenue, or EBITDA growth performance metrics, and as an externally managed BDC, OCSL does not grant executive equity awards tied to such metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oaktree Specialty Lending (OCSL) | President | Aug 2019–present | Executive leadership of externally managed BDC; interface with stakeholders and strategy execution; also appointed President in 2019 leadership transition . |
| Oaktree Specialty Lending (OCSL) | Chief Operating Officer | Oct 2017–Jan 2022 | Built operating cadence; part of senior team optimizing balance sheet and stakeholder engagement . |
| Oaktree Strategic Income II (OSI2) | President | Aug 2019–Jan 2023 | Executive leadership within Oaktree’s BDC platform . |
| Oaktree Strategic Income II (OSI2) | Chief Operating Officer | Jul 2018–Dec 2021 | Operating leadership for affiliated BDC; supports scaled platform . |
| Oaktree Strategic Income (OCSI) | President | Aug 2019–Mar 2021 | Led OCSi pre-merger; integration experience . |
| Oaktree Strategic Income (OCSI) | Chief Operating Officer | Oct 2017–Mar 2021 | Operating leadership alongside OCSL role . |
| Oaktree (firm) | Managing Director; Head of Corporate Development & Capital Markets | 2015–present | Firm-level corporate development and capital markets leadership; supports OCSL platform . |
| U.S. Treasury (TARP) | Chief Investment Officer | Prior to 2015 | Built/led 20-person team overseeing ~$200B TARP investments across AIG, GM, and banks . |
| Merrill Lynch | Investment Banking; Managing Director, Technology | 18 years (prior to Barclays) | Senior IB coverage; sector leadership . |
| Barclays Capital | Managing Director; Co-Head U.S. Investment Banking; Co-Head Global Industrials | Pre-2015 | Senior global IB leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Oaktree Acquisition Corp. III Life Sciences | Chief Operating Officer | Since Jul 2024 | SPAC/transaction leadership role . |
| Oaktree Acquisition Corp. II | Chief Operating Officer | Aug 2020–Jun 2022 | SPAC operating role . |
| 17Capital | Board Director | Current | External board experience in private equity financing strategies . |
| Keypath Education, Inc.; New IPT Holdings, LLC; SuperValu Inc. | Board Director | Prior | Prior public/private company board roles . |
Fixed Compensation
- OCSL’s executive officers (including Pendo) do not receive direct compensation from OCSL; they are paid by Oaktree or its affiliates. As a BDC, OCSL is prohibited from issuing equity incentive compensation (options, RSUs/PSUs, restricted stock) to officers or any future employees .
- The Compensation Committee’s remit is limited to reviewing/approving reimbursement of the allocable portion of compensation for the CFO, CCO, and other non-investment support personnel provided by Oaktree Administrator; for FY2024, OCSL incurred ~$1.5 million of such compensation and reimbursed ~$1.1 million, illustrating the narrow scope of company-level personnel costs (not applicable to Pendo’s pay) . For FY2023, incurred ~$1.3 million and reimbursed ~$0.9 million .
Performance Compensation
OCSL does not maintain executive equity or cash incentive plans for officers; no PSU/RSU/option grants or company-level performance metric targets apply to Pendo due to BDC restrictions and external management .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company executive incentive awards (officers) | N/A | N/A | N/A | N/A | N/A – BDC prohibits equity incentive comp; no direct company cash incentives to officers . |
Equity Ownership & Alignment
- Trading policy: prohibits shorting and derivatives on OCSL; pledging permitted only in limited cases with pre-approval of the Chief Compliance Officer .
- 10b5-1 plans: None adopted or terminated by officers/directors during FY2024, indicating recent insider transactions were not under pre-established trading plans .
| Date/As-Of | Common Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Jan 6, 2025 (proxy record date) | 46,336 | <1% | Beneficial ownership per 2025 DEF 14A; company had 82,245,319 shares outstanding referenced in proxy voting section . |
| Feb 24, 2025 (Form 4 trade date) | 52,596 (after purchase) | <1% | Open-market purchase of 6,260 shares at $15.93; Form 4 filed Feb 25, 2025 . |
Insider selling pressure: No insider sales by Pendo were reported in the period cited; the latest Form 4 shows a discretionary purchase, which is generally a supportive signal .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment relationship | Pendo is an Oaktree employee (Oaktree Fund Advisors, LLC is the external adviser); OCSL executive officers are not directly compensated by OCSL . |
| Employment agreement with OCSL | Not disclosed; none indicated (consistent with external management) . |
| Severance provisions (salary/bonus multiples) | Not disclosed at the OCSL entity level . |
| Change-of-control provisions | Not disclosed at the OCSL entity level; BDC-level advisory agreement may be terminated by vote of holders/board or the adviser on 60 days’ notice (adviser agreement context; not executive severance) . |
| Clawback, tax gross-ups | Not disclosed for executives at OCSL . |
| Non-compete / non-solicit | Not disclosed at OCSL; executives are Oaktree personnel . |
Performance & Track Record
- Leadership and value creation context: In the 2019 leadership transition, the Board credited Pendo with “critical” contributions to strategy execution, balance sheet optimization, and stakeholder engagement—highlighting operating and capital markets value-add alongside the CEO transition .
- Scale/complexity experience: As TARP CIO, Pendo oversaw ~$200 billion of investments and led a 20-person team across multiple industries and capital structures, indicating deep restructuring and capital deployment expertise relevant to OCSL’s private credit focus .
- Multi-vehicle operating leadership: Concurrent leadership across OCSL/OCSI/OSI2 and Oaktree SPACs underscores execution capacity across transactions, integrations, and public capital markets vehicles .
Related Party & Governance Context (platform-level)
- External management model: Oaktree Fund Advisors, LLC serves as investment adviser; administration services by Oaktree Administrator. Fees include a base management fee (revised to 1.00% of gross assets effective July 1, 2024 with specified waivers through Jan 23, 2025) and a two-part incentive fee (NII and capital gains), with detailed merger-related waivers and adjustments post-OCSI and OSI2 mergers .
- Allocation/co-investment: Extensive disclosure of potential conflicts with other Oaktree-managed vehicles and exemptive relief governing co-investments; policies and independent processes aim for fair allocation but may not always be pro rata given liquidity constraints .
Expertise & Qualifications
- Education: B.A., Economics, Princeton University, cum laude .
- Technical/industry: Capital markets, corporate development, M&A, restructuring, and large-scale portfolio oversight (TARP CIO) .
- Board/committee experience: Current director at 17Capital; prior directorships at Keypath Education, New IPT Holdings, and SuperValu .
Investment Implications
- Pay-for-performance alignment: Because OCSL does not pay or grant equity to officers, Pendo’s company-level pay alignment is primarily via personal share ownership rather than compensation levers; his recent open-market purchase (6,260 shares at $15.93; total 52,596 shares) modestly enhances alignment but remains <1% of shares outstanding .
- Retention risk: As an Oaktree executive with firm-level responsibilities and multiple leadership roles across Oaktree vehicles, retention risk appears mitigated by platform breadth rather than company-level severance economics (none disclosed at OCSL) .
- Trading signal: The discretionary insider purchase (no 10b5-1 plan in FY2024) is a positive signal; paired with multiple director buys in 2025, insider flows skew supportive of sentiment, though purchase size is not large relative to float .
- Governance/fees: Investors should continue to underwrite adviser fee terms and co-investment allocation mechanics as the core incentives/risks under the external management structure; these, more than officer pay, drive OCSL’s economics and potential conflicts .