Craig Packer
About Craig Packer
Craig W. Packer (age 58) is Chief Executive Officer and an “interested” director of Blue Owl Technology Finance Corp. (OTF), serving on OTF’s board since 2018; he is Co‑President and a director of Blue Owl, Head of the Credit platform, and Co‑CIO for the Blue Owl Credit Advisers, with prior senior roles leading leveraged finance and high yield at Goldman Sachs, Credit Suisse First Boston, and DLJ; he holds an MBA from Harvard Business School and a BS from the University of Virginia . Under his leadership, OTF reported record 2024 net investment income per share of $1.79 and paid record dividends of $1.46 per share; OTF also closed the merger with OTF II on March 24, 2025, establishing the largest software‑focused BDC by total assets, and subsequently listed on the NYSE in June 2025, actions intended to increase scale, diversification, and liquidity . As context, OTF’s reported consolidated net income was $369.1 million in FY 2023 and $319.2 million in FY 2024 (see Performance & Track Record table) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goldman Sachs & Co. | Partner; Co‑Head of Leveraged Finance (Americas); joined as MD and Head of High Yield Capital Markets | Joined 2006; Partner 2008 | Led leveraged finance/high yield origination; senior leadership in capital markets |
| Credit Suisse First Boston | Global Head of High Yield Capital Markets | — | Ran global HY capital markets franchise |
| Donaldson, Lufkin & Jenrette | Investment banking roles | — | Foundation in credit and capital markets |
| Owl Rock Capital Partners (predecessor to Blue Owl Credit) | Co‑Founder | — | Built the direct lending platform that is now Blue Owl’s Credit platform |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Blue Owl Capital Inc. (NYSE: OWL) | Co‑President and Director | — | Executive leadership of parent; information flow and strategic alignment with adviser |
| Blue Owl Credit Advisers | Head of Credit platform; Co‑CIO; Member of Diversified and Technology Lending Investment Committees | — | Sets investment strategy and risk oversight for the platform that advises OTF |
| Wingspire Capital LLC | Director | — | External directorship in credit/finance ecosystem |
| Greenwich Academy | Treasurer, Board of Trustees | — | Non‑profit governance |
| Kids in Crisis | Co‑Chair, Honorary Board | — | Non‑profit governance |
| Mount Sinai Dept. of Rehabilitation & Human Performance | Advisory Board | — | Advisory role |
| UVA McIntire School Foundation; UVA Athletics Foundation | Foundation Board; Trustee | — | Academic/athletic foundation governance |
Board Service and Governance at OTF
- Service: Class I director since 2018; nominated for re‑election in 2025 to a term expiring 2028 .
- Independence/Committees: Packer is an “interested person” due to affiliation with the Adviser; he serves on no board committees; all committee members are independent .
- Leadership structure: Independent, non‑executive Chairman (Edward D’Alelio); board is majority independent; Audit, Nominating & Corporate Governance, and Co‑Investment Committees are fully independent .
- Attendance: Board met 16 times in 2024; each incumbent director attended at least 75% of meetings and relevant committees .
Dual‑role implications: CEO + director with independent chair and fully independent committees mitigates governance concentration; however, as an interested director affiliated with the external adviser, independence concerns persist by design in the externally managed BDC model .
Fixed Compensation
- OTF is externally managed and has no employees; executive officers, including the CEO, receive no direct compensation from OTF. OTF reimburses the Adviser only for allocable CFO/CCO and staff costs under the Administration Agreement .
- Interested directors (including Packer) receive no director compensation from OTF .
Performance Compensation (Adviser Fee Mechanics that Drive Incentives)
Although not paid by OTF, Packer participates economically in the Adviser, whose fee structure is tied to OTF performance after listing:
| Component | Terms | Source |
|---|---|---|
| Base Management Fee (pre‑listing) | 0.50% annually of average gross assets (ex‑cash), payable quarterly | |
| Base Management Fee (post‑listing) | 1.50% on average gross assets above 200% asset coverage; 1.00% on assets below 200% coverage, payable quarterly | |
| Income‑based Incentive Fee (post‑listing) | 17.5% of pre‑incentive fee NII after 1.5% quarterly hurdle; 100% catch‑up until 1.82% quarterly, then 17.5% thereafter | |
| Capital Gains Incentive Fee (post‑listing) | 17.5% of cumulative realized gains since listing less cumulative realized losses/unrealized depreciation; settled annually (accrual on unrealized appreciation) |
Implications: Strong tie to net investment income and realized gains aligns with delivery of distributable earnings; base fees on gross assets incentivize asset growth/scale and can pressure leverage/portfolio size post‑listing .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership (OTF) | “—” (none reported as of record date March 28, 2025) | |
| Ownership % of outstanding | “—” (none reported; 465,122,953 shares outstanding at record date) | |
| Dollar range owned (OTF) | “—” (none reported) | |
| Aggregate dollar range across Blue Owl BDC Fund Complex | Over $100,000 | |
| Hedging/Pledging | Company policy prohibits hedging/derivatives (other than company‑issued) and pledging of OTF securities by directors/officers and by adviser personnel | |
| Section 16 compliance | All Forms 3/4/5 timely for FY 2024 |
Vesting/Options/Equity awards: Not applicable at OTF—no executive equity grants or options disclosed; interested directors receive no OTF equity compensation .
Insider selling pressure calendar (lock‑up releases post‑listing):
OTF partially lifted lock‑ups (10%) on Sept 9, 2025; remaining tranches release at 270 and 365 days post‑listing, expanding freely tradable float and potential supply.
| Release Date | Approximate Percentage Released |
|---|---|
| September 9, 2025 | 10% |
| December 9, 2025 | 22% |
| March 9, 2026 | 32% |
| June 12, 2026 | 32% |
Source: Company press release announcing partial early lock‑up release and schedule .
Employment Terms
- Contract/Severance/Change‑of‑Control: Not applicable at OTF; executive services are provided by the Adviser; no OTF employment agreements or severance/CoC terms disclosed for Packer .
- Clawbacks/Ownership guidelines: No company‑level clawback or director/CEO ownership guideline disclosures specific to Packer; hedging/pledging prohibitions apply .
- Non‑compete/Non‑solicit: Not disclosed at OTF level.
Director Compensation (for context; Packer receives none)
| AUM Tier | Annual Cash Retainer | Chair of Board | Chair of Audit | Chair of Committee | Effective |
|---|---|---|---|---|---|
| $0–$2.5B | $150,000 | $15,000 | $10,000 | $5,000 | Through 12/31/2024 |
| $2.5–$5B | $175,000 | $15,000 | $10,000 | $5,000 | Through 12/31/2024 |
| $5–$10B | $200,000 | $15,000 | $10,000 | $5,000 | Through 12/31/2024 |
| ≥$10B | $250,000 | $15,000 | $10,000 | $5,000 | Through 12/31/2024 |
| $0–$2.5B | $150,000 | $15,000 | $10,000 | $5,000 | As of 4/1/2025 |
| $2.5–$5B | $200,000 | $15,000 | $10,000 | $5,000 | As of 4/1/2025 |
| $5–$10B | $250,000 | $15,000 | $10,000 | $5,000 | As of 4/1/2025 |
| $10–$15B | $300,000 | $15,000 | $10,000 | $5,000 | As of 4/1/2025 |
| ≥$15B | $350,000 | $15,000 | $10,000 | $5,000 | As of 4/1/2025 |
Interested directors (incl. Packer) are not paid by OTF .
Performance & Track Record
Company operating performance snapshots cited by management and filings:
- 2024 net investment income per share: $1.79; 2024 dividends per share: $1.46 .
- Merger with OTF II (3/24/2025) established the largest software‑focused BDC by total assets; OTF listed on NYSE in June 2025 .
- Portfolio scale: 184 portfolio companies; aggregate fair value $12.7B as of June 30, 2025 .
Financial outcomes:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Income ($) | 369,139,000 | 319,225,000 |
Note: OTF is a BDC; management emphasizes NII, dividends, credit quality, and scale; TSR not disclosed in proxy and public listing occurred mid‑2025, limiting available TSR history .
Related‑Party Transactions and Conflicts (Governance Risk Controls)
- External management: OTF pays the Adviser a base management fee and post‑listing incentive fees as detailed above; the Adviser also serves as administrator subject to expense reimbursement .
- Co‑investment/Allocation: SEC exemptive relief allows co‑investments with affiliated funds subject to “required majority” findings; Blue Owl Credit Advisers maintain an allocation policy intended to ensure equitable allocation over time .
- Independence: Packer is an “interested person” because he is an officer of the Adviser; board remains majority independent with independent chair and committees .
Compensation Structure Analysis (Signals)
- No direct OTF executive pay (no base salary/bonus/equity) for Packer due to external management; pay‑for‑performance at OTF operates through the Adviser fee model (NII and capital gains incentive fees with explicit hurdles/catch‑up, plus asset‑based base fee) .
- Shift to public listing activates the incentive fee structure; this increases sensitivity of adviser economics to OTF’s NII generation and realized gains, while base fees on gross assets maintain an incentive to scale AUM .
- No evidence of equity award repricing, tax gross‑ups, or director hedging/pledging (the latter expressly prohibited) .
Equity Ownership & Alignment (Detail Table)
| Holder | Shares Owned | % Outstanding | Notes |
|---|---|---|---|
| Craig W. Packer | — | — | None reported as of 3/28/2025 record date; aggregate fund complex holdings “Over $100,000” |
Shares outstanding (record date 3/28/2025): 465,122,953 .
Employment Terms (Severance/CoC/Restrictions)
- Employment with Adviser; no OTF employment agreement, severance, or CoC economics disclosed for Packer; OTF reimburses Adviser for CFO/CCO allocable costs only .
- Hedging and pledging prohibitions apply to directors/officers and adviser personnel .
- Non‑compete/non‑solicit/garden leave terms not disclosed at OTF level.
Investment Implications
- Alignment: Packer’s economics are tied to Blue Owl Credit’s fee model—post‑listing incentive fees link to OTF’s NII and realized gains (supporting dividend capacity), but base fees on gross assets can incentivize balance sheet growth; independent chair and fully independent committees provide oversight of adviser conflicts .
- Retention risk: As a senior Blue Owl executive (Co‑President, Head of Credit, Co‑CIO), retention is more a Blue Owl platform consideration than an OTF‑specific contract; no OTF severance/CoC suggests limited direct retention cost at the OTF level .
- Trading/supply: The staged lock‑up releases through June 2026 expand float and could create episodic selling pressure; monitor Form 4 filings and volume around the 12/9/2025, 3/9/2026, and 6/12/2026 windows .
- Execution: 2024 record NII/share and dividends, the OTF II merger, and NYSE listing indicate operational execution and scaling; continued governance checks on co‑investment/allocation and fee outcomes remain key diligence areas for investors .