Karen Hager
About Karen Hager
Karen Hager, age 52, is Chief Compliance Officer (CCO) of Blue Owl Technology Finance Corp. (OTF) and has served in this role since 2018 . She is a member of Blue Owl’s Operating Committee and CCO of Blue Owl and each of the Blue Owl Credit Advisers and BDCs . Prior roles include CCO at Abbott Capital Management; SVP, Director of Global Compliance and CCO at The Permal Group; Director of Compliance at Dominick & Dominick Advisors LLC; and Senior Securities Compliance Examiner/Staff Accountant at the U.S. SEC . She holds a B.S. in Accounting from Brooklyn College of the City University of New York . During her tenure, OTF reported record 2024 net investment income per share of $1.79 and dividends of $1.46 per share, and closed the merger with OTF II on March 24, 2025 . In 2023, OTF distributed $1.45 per share and generated a total economic return of 11% ; Blue Owl’s platform borrowers delivered low-to-mid single-digit quarterly growth in EBITDA and revenue in 2023 and mid-to-high single-digit growth in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Abbott Capital Management | Chief Compliance Officer | Not disclosed | Led compliance for private equity investor; institutional-grade controls |
| The Permal Group | SVP, Director of Global Compliance; Chief Compliance Officer | Not disclosed | Built global compliance frameworks across multi-strategy asset management |
| Dominick & Dominick Advisors LLC | Director of Compliance | Not disclosed | Implemented advisory compliance; policies/procedures oversight |
| U.S. Securities and Exchange Commission | Senior Securities Compliance Examiner/Staff Accountant | Not disclosed | Regulatory examinations; accounting review; enforcement support |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Blue Owl (parent platform) | Member, Operating Committee; Chief Compliance Officer of Blue Owl and each Blue Owl Credit Adviser | Not disclosed | Cross-platform compliance leadership (Credit Advisers and BDCs) |
Fixed Compensation
- OTF does not pay direct compensation to executive officers; the Company reimburses the Adviser for the allocable portion of compensation paid by the Adviser (or its affiliates) to the CCO and CFO and their staffs based on time devoted to OTF .
- Director compensation is cash-based and scaled by assets under management; executive officer pay details (base, bonus) are not disclosed by OTF (paid by Adviser) .
Performance Compensation
- Executive incentive details (bonus targets, PSU/RSU metrics, vesting) for Ms. Hager are not disclosed by OTF; compensation resides at the Adviser and is reimbursed to OTF as described above .
- Adviser fee structure (which drives platform economics supporting executive resources):
- Management Fee (post listing): 1.50% of average gross assets above 200% asset coverage; 1.00% below 200% asset coverage, payable quarterly in arrears .
- Incentive Fee (post listing): 17.5% of pre-Incentive Fee net investment income above a 1.5% quarterly hurdle with 100% catch-up to 1.82% (7.27% annualized), plus 17.5% Capital Gains Incentive Fee on cumulative realized gains less losses/depreciation, paid annually .
Incentive Plan Detail (Company-Level, informs platform economics)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Pre-Incentive Fee Net Investment Income (quarterly) | Not applicable (fee calc) | 1.5% hurdle (quarterly) | Not disclosed at individual level | 100% catch-up to 1.82%, then 17.5% above | Quarterly (post listing) |
| Capital Gains Incentive Fee (annual) | Not applicable (fee calc) | N/A | N/A | 17.5% of cumulative realized gains less losses/depreciation | Annual (post listing) |
Equity Ownership & Alignment
- Beneficial ownership: Ms. Hager reported no shares beneficially owned at each record date reviewed .
- Hedging/pledging: The insider trading policy prohibits hedging/monetization transactions and pledging of Company securities by directors and officers and by personnel of the investment adviser/administrator .
- Stock ownership guidelines and compliance status: Not disclosed for executive officers .
| Ownership Metric | FY 2023 Record (03-25-2024) | FY 2024 Record (03-28-2025) | As of 08-18-2025 |
|---|---|---|---|
| Shares Outstanding | 208,464,789 | 465,122,953 | 467,141,783 |
| Karen Hager – Shares Owned | None reported | None reported | None reported |
| Karen Hager – % of Class | Not applicable | Not applicable | Not applicable |
| Pledging of Company Stock | Prohibited by policy | Prohibited by policy | Prohibited by policy |
Employment Terms
- Officer since: 2018 (OTF executive roster) .
- Election/tenure: Executive officers serve until successors are elected/qualified or earlier resignation/removal .
- Employment agreement, severance, change-of-control terms: Not disclosed for Ms. Hager at OTF; executives are employees of the Adviser, with OTF reimbursing allocable compensation .
- Non-compete/non-solicit, garden leave, clawback provisions: Not disclosed for Ms. Hager; OTF discloses Code of Business Conduct and insider trading policy but no executive clawback specifics .
- Section 16(a) compliance: OTF states all required beneficial ownership reports for directors/officers were timely filed in 2023 and 2024 .
- Legal proceedings: No legal proceedings of the type described in Items 401(f)(7) and (8) of Regulation S‑K against directors, nominees, or officers in the last 10 years; none pending .
Company Performance Context During Hager’s Tenure
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Investment Income per Share | Highest annual NII per share (numeric not disclosed) | Record annual NII per share: $1.79 |
| Dividends per Share | $1.45 | $1.46 |
| Total Economic Return | 11% | Not disclosed |
| Weighted Avg EBITDA of Borrowers | $173 million | $227 million |
| Portfolio Growth Commentary | Borrowers delivered low-to-mid single-digit EBITDA/revenue growth quarterly | Borrowers delivered mid-to-high single-digit EBITDA/revenue growth YoY |
| Strategic Events | — | Merger with OTF II closed March 24, 2025 |
Additional Governance and Oversight (Compliance-Relevant)
- Board risk oversight includes investment, compliance, operational, and valuation risks; the Board receives reports from the CCO among others on risk controls .
- Audit Committee met 7–8 times in 2024/2023; Temple is audit chair; Temple designated “audit committee financial expert” .
Investment Implications
- Alignment: Ms. Hager reported no direct OTF share ownership at multiple record dates; however, hedging and pledging of Company stock are prohibited, reducing alignment‑risk red flags in trading behavior .
- Compensation visibility: OTF’s externally managed structure limits transparency into Ms. Hager’s specific salary/bonus/equity; OTF reimburses the Adviser for her allocable compensation, so investor pay-for-performance analysis at the individual level is constrained . At the platform level, Adviser fee mechanics (hurdle, catch‑up, capital gains component) can influence resource allocation but do not directly disclose Hager’s incentives .
- Retention risk: No disclosure of employment contracts, severance, or change-of-control terms for Ms. Hager at OTF; retention assessment hinges on Adviser employment terms not filed in OTF’s proxy/10‑K . Absence of disclosed controversies or legal proceedings is supportive of continuity .
- Trading signals: With no disclosed equity awards, vesting schedules, or Form 4 transactions for Ms. Hager in OTF filings, there is limited evidence of insider selling pressure tied to her holdings; Section 16(a) compliance was timely per OTF .