Phyllis R. Caldwell
About Phyllis R. Caldwell
Independent director of Oaktree Specialty Lending Corporation (OCSL) since December 2021; age 65 in the 2025 proxy; nominated for a new three-year term ending at the 2028 annual meeting. She chairs the Nominating & Corporate Governance Committee and serves on the Audit, Compensation, and Co‑Investment Committees, reflecting broad governance responsibility at OCSL . Background includes leading U.S. Treasury’s TARP homeownership preservation efforts, senior roles at Bank of America (President, Community Development Banking), and founder/managing member of Wroxton Civic Ventures (2012–June 2024). She holds an MBA (University of Maryland, Smith) and a BA in Sociology (University of Maryland) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wroxton Civic Ventures | Founder & Managing Member | 2012 – June 2024 | Advised on financial, housing, and economic development matters |
| U.S. Department of the Treasury (TARP) | Chief Homeownership Preservation Officer | Prior to 2012 (dates not specified) | Oversight of housing stabilization, recovery, foreclosure prevention initiatives under TARP |
| Bank of America | Various leadership roles; President, Community Development Banking | 11 years (dates not specified) | Community development lending leadership |
| American Capital Senior Floating, Ltd. (BDC) | Independent Director | Jan 2014 – Sep 2018 | Board experience in BDC sector |
| Revolution Acceleration Acquisition Corp. (SPAC) | Director | Dec 2020 – Jul 2021 | Board service during SPAC lifecycle |
| Onity Group (formerly Ocwen Financial Corporation) | Director; Chair of the Board (historical) | Jan 2015 – Jun 2024; Chair Mar 2016 – Jan 2023 | Governance leadership at financial services firm |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| OneMain Holdings, Inc. | Director | Jul 2021 | Nonprime installment lender; current public directorship |
| JBG SMITH Properties | Trustee (Board of Trustees) | Mar 2021 | Washington, D.C. mixed‑use REIT; current public directorship |
Board Governance
- Independence: The Board annually determines independence under Nasdaq BDC rules; all current directors except the Oaktree-affiliated Chair (John Frank) are independent (Caldwell is independent) .
- Lead independent director: Bruce Zimmerman; executive sessions of independent directors occur at least annually .
- Attendance: The Board met 4 times in FY2024; each director attended at least 75% of Board and committee meetings while serving. Three directors attended the 2024 annual meeting .
| Committee | Caldwell’s Role | FY2024 Meetings |
|---|---|---|
| Audit Committee | Member | 8 |
| Compensation Committee | Member | 1 |
| Nominating & Corporate Governance Committee | Chair | 2 |
| Co‑Investment Committee | Member | Not disclosed |
Governance structure: Independent-only Audit, Compensation, and Nominating committees; Co‑Investment Committee oversees affiliated co‑investments under SEC exemptive orders .
Fixed Compensation
- OCSL pays directors cash retainers only; equity awards are prohibited for BDC directors and officers under the Investment Company Act. No stock/option plans, non‑equity incentive plans, or pensions for directors .
| Fiscal Year | Cash Retainer | Chair/Lead Fees Paid to Caldwell | Total from Company | Total from Fund Complex |
|---|---|---|---|---|
| 2024 | $150,000 | $0 (Audit Chair and Lead Independent fees apply to others) | $150,000 | $150,000 |
| 2023 | $150,000 | $0 | $150,000 | $150,000 |
Policy: Over time, each independent director must hold OCSL stock equal to at least the prior fiscal year’s director compensation .
Performance Compensation
- Not applicable for directors: OCSL (as a BDC) is prohibited from granting equity incentive compensation (options, RSUs, etc.) to directors; no disclosed performance metrics, vesting schedules, severance, CIC provisions, clawbacks, or tax gross‑ups for directors .
| Item | Status |
|---|---|
| Equity/Option awards | Prohibited for directors under ICA |
| Performance metrics tied to director pay | None disclosed |
| Clawbacks/COC/Severance (directors) | None disclosed |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| OneMain Holdings, Inc. | Public | Director | No OCSL‑specific related‑party transaction disclosed; general external manager conflicts described (Oaktree) – |
| JBG SMITH Properties | Public | Trustee | No OCSL‑specific related‑party transaction disclosed |
- Related‑party/Interlocks context: OCSL is externally managed by an Oaktree affiliate; co‑investments and allocation conflicts are governed by SEC exemptive relief and internal allocation policies; independent directors (including Caldwell) oversee these through the Co‑Investment Committee – .
- Note: The proxy highlights one independent director (Craig Jacobson) with >$100,000 invested in certain private Oaktree funds; no such disclosure for Caldwell .
Expertise & Qualifications
- Government and crisis program leadership: Led Treasury’s TARP homeownership preservation initiatives; deep housing/foreclosure mitigation experience .
- Banking/community development: Former President, Community Development Banking at Bank of America .
- BDC and public board experience: Prior BDC directorship (American Capital Senior Floating), SPAC board service; current public boards at OneMain and JBG SMITH .
- Education: MBA (Smith School, University of Maryland), BA in Sociology (University of Maryland) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially owned shares (as of Jan 6, 2025) | 13,500 shares |
| Dollar range of ownership | Over $100,000 |
| Reference price (Jan 6, 2025) | $15.19 per share (Nasdaq close) |
| Implied market value (shares × price) | ~$205,065 (13,500 × $15.19; calc. from ) |
| Shares outstanding (record date context) | 82,245,319 (record date proxy figure) |
| Ownership as % of outstanding | ~0.016% (13,500 ÷ 82,245,319; calc. from ) |
| Vested vs. unvested | Not applicable; direct common shares |
| Shares pledged as collateral | Policy permits pledges only with CCO pre‑approval; no pledging by Caldwell disclosed |
| Stock ownership guideline | Hold stock ≥ prior year’s director pay over time |
| Guideline status (inferred) | Holdings (~$205k) exceed 2024 cash retainer ($150k), indicating guideline is met based on disclosed price and shares (calc. from ) |
Governance Assessment
-
Strengths
- Independent director with cross‑committee service; chairs Nominating & Corporate Governance (board refreshment and evaluation oversight) .
- Documented engagement: Board/committee attendance at least 75%; Audit Committee active (8 meetings in FY2024) with Caldwell as a member and signatory to the Audit Committee report .
- Pay alignment: 100% cash director compensation; no equity incentives or options; explicit ownership guideline, and Caldwell’s disclosed holdings imply she meets/exceeds the threshold, supporting alignment with shareholders .
- Risk oversight: Member of Co‑Investment Committee addressing affiliated co‑investment governance under SEC exemptive orders .
-
Risks and monitoring areas
- External manager model (Oaktree) creates inherent allocation and co‑investment conflicts; while controlled by policies/exemptive relief and independent committee oversight, it remains a structural risk for investors to monitor –.
- Securities Trading Policy permits share pledging in limited cases with pre‑approval; continued disclosure vigilance is warranted (no pledging by Caldwell disclosed) .
- Time commitments: Multiple public boards (OneMain, JBG SMITH); no attendance shortfalls disclosed, but continued monitoring of engagement is prudent .
No Caldwell‑specific related‑party transactions or red‑flag items (e.g., low attendance, equity repricing, hedging/pledging disclosures) are identified in the FY2024/FY2025 proxy disclosures. Oversight responsibilities and equity ownership policy compliance support investor confidence, while the external management structure remains the primary governance sensitivity at OCSL – .