Eric Kaye
About Eric Kaye
Eric Kaye (age 62) is an Independent Director of Blue Owl Technology Finance Corp. (OTF), serving since 2018 and currently a Class II director with a term expiring at the 2026 annual meeting . He is Chair of the Nominating & Corporate Governance (NCG) Committee and serves on the Audit and Co‑Investment Committees; he is independent under the 1940 Act and Exchange Act standards . Kaye is the founder and Chief Executive Officer of Kayezen, LLC, a physical therapy and fitness equipment design company; he holds a B.A. from Union College and an M.B.A. from Columbia Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kayezen, LLC | Founder & Chief Executive Officer | Ongoing | Founder/operator in health/fitness equipment design |
| UBS Investment Bank | Vice Chairman & Managing Director; member Global Operating and U.S. Executive Committees | Jun 2001 – May 2012 | Led Exclusive Sales & Divestitures Group; middle‑market advisory focus |
| Robertson Stephens | Global Co‑Head of M&A | Feb 1998 – Jun 2001 | Technology M&A leadership |
| PaineWebber | Executive Director; Head, Technology M&A | Prior to 1998 | Technology M&A team head |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Owl Capital Corporation (OBDC) | Director | Since Mar 2016 | Oversight of BDC within Blue Owl fund complex |
| Blue Owl Capital Corporation II (OBDC II) | Director | Since Nov 2016 | Oversight of BDC within Blue Owl fund complex |
| Blue Owl Credit Income Corp. (OCIC) | Director | Since Sep 2020 | Oversight of BDC within Blue Owl fund complex |
| Blue Owl Technology Income Corp. (OTIC) | Director | Since Aug 2021 | Oversight of BDC within Blue Owl fund complex |
| Blue Owl Business Development Company (OBDE) | Director (prior) | Feb 2020 – Jan 2025 | Prior oversight; stepped off in 2025 |
| Blue Owl Technology Finance Corp. II (OTF II) | Director (prior) | Nov 2021 – Mar 2025 | Prior oversight; merged into OTF |
Board Governance
- Independence: The Board determined Kaye qualifies as an Independent Director; Audit, NCG, and Co‑Investment Committees are limited to independent directors .
- Committees: Audit (member), NCG (Chair), Co‑Investment (member). Christopher M. Temple is Audit Committee Chair and designated “financial expert”; Edward D’Alelio is independent non‑executive Chairman of the Board .
- Attendance: The Board met 16 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings. Two directors attended the 2024 annual meeting (attendance encouraged but not required) .
- Structure: Classified board (6 members) with staggered 3‑year terms; Kaye is Class II (term ends 2026). Co‑Investment Committee was formed on February 18, 2025 to oversee exemptive co‑investment processes .
- Committee activity levels: Audit Committee held 7 formal meetings in 2024; NCG held 3 formal meetings in 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned and paid in cash by OTF (FY 2024) | $205,000 | Independent director cash retainer and committee chair/member fees |
| Total compensation from Blue Owl “Fund Complex” (FY 2024) | $1,422,500 | Sum across OBDC, OBDC II, OBDE, OCIC, OTF, OTF II, OTIC |
| Fund Complex breakdown (FY 2024) | OBDC: $255,000; OBDC II: $155,000; OBDE: $186,250; OCIC: $255,000; OTF: $205,000; OTF II: $180,000; OTIC: $186,250 | Per‑entity fees |
Director fee schedule (as of April 1, 2025):
| AUM Tier | Annual Cash Retainer | Chair of Board | Chair of Audit | Chair of Other Committee |
|---|---|---|---|---|
| $0–$2.5B | $150,000 | $15,000 | $10,000 | $5,000 |
| $2.5–$5B | $200,000 | $15,000 | $10,000 | $5,000 |
| $5–$10B | $250,000 | $15,000 | $10,000 | $5,000 |
| $10–$15B | $300,000 | $15,000 | $10,000 | $5,000 |
| ≥$15B | $350,000 | $15,000 | $10,000 | $5,000 |
The NCG Committee recommends independent director compensation to the Board, and Kaye chairs this committee .
Performance Compensation
- No equity or option awards for directors are disclosed; compensation consists of cash retainers and committee fees. No performance‑linked metrics are specified for director pay .
Other Directorships & Interlocks
| Entity | Nature | Overlap/Interlock Risk |
|---|---|---|
| Blue Owl BDCs (OBDC, OBDC II, OCIC, OTIC) | Current public company directorships within sponsor complex | Directors/officers across Blue Owl Credit Advisers and BDCs create potential allocation/co‑investment conflicts; addressed via SEC exemptive order and allocation policy |
| OBDE, OTF II | Prior boards (ended Jan/Mar 2025) | Historical overlaps within fund complex; OTF II merged into OTF in March 2025 |
Expertise & Qualifications
- Senior investment banking experience leading technology M&A and middle‑market advisory (UBS; Robertson Stephens; PaineWebber) .
- Entrepreneurial operator as CEO/founder of Kayezen .
- Extensive BDC governance across five Blue Owl BDC entities, overseeing five companies in the fund complex .
- Education: B.A. Union College; M.B.A. Columbia Business School .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned in OTF | — (none reported) | Table lists “—” for Eric Kaye; less than 1% |
| % of shares outstanding | 0.00% (based on 465,122,953 shares outstanding) | Record date March 28, 2025 |
| Dollar range in OTF | — (none) | Company dollar‑range table shows “—” for Kaye in OTF |
| Aggregate dollar range in Fund Complex | Over $100,000 | Aggregate holdings across Blue Owl BDCs |
| Hedging/Pledging | Prohibited under insider trading policy (no short‑selling, hedging, or pledging) | Applies to directors and officers |
| Section 16 compliance (FY 2024) | All required Forms 3/4/5 timely filed | Company review indicated timely compliance |
Governance Assessment
- Committee leadership: Kaye chairs NCG, which sets independent director compensation recommendations; this central role increases governance influence and requires vigilance on pay escalation across Blue Owl BDCs .
- Alignment risk: No reported direct share ownership in OTF may weaken “skin‑in‑the‑game” alignment, though aggregate fund complex holdings exceed $100,000; OTF prohibits hedging/pledging, which supports alignment where ownership exists .
- Conflicts and co‑investment: Extensive cross‑directorships within Blue Owl’s fund complex and overlapping roles with the Adviser create potential conflicts in allocation and co‑investment; mitigated by SEC exemptive order, “required majority” approvals, and a formal allocation policy, but not all conflicts can be resolved in OTF’s favor .
- Engagement: Board met 16 times in 2024 with directors meeting ≥75% attendance thresholds; Audit and NCG committees were active (7 and 3 meetings, respectively), supporting oversight breadth .
- Governance structure: Independent non‑executive Chair, majority‑independent Board and independent committees are positives; the newly formed Co‑Investment Committee centralizes approvals for affiliated co‑investments, which is critical given platform overlaps .
RED FLAGS: No direct OTF share ownership (alignment concern) ; multi‑entity interlocks with Adviser‑affiliated BDCs pose inherent allocation/co‑investment conflicts despite policies and exemptive relief .