Melissa Weiler
About Melissa Weiler
Independent Director of Blue Owl Technology Finance Corp. (OTF); age 60; Class III director since 2021 with current term expiring at the 2027 annual meeting. Former Managing Director and Management Committee member at Crescent Capital Group; prior Managing Director at TCW. Holds a B.S. in Economics from the Wharton School, University of Pennsylvania. The Board has determined she is independent under the 1940 Act and Exchange Act standards .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Crescent Capital Group | Managing Director; Member, Management Committee; Oversaw CLO management business | Jan 2011–Dec 2020; CLO oversight Jul 2017–Dec 2020 | Served on Risk Management and Diversity & Inclusion committees . |
| Crescent Capital Group | Managed multi-strategy credit funds | Jan 2011–Jun 2017 | Credit portfolio leadership . |
| Trust Company of the West (TCW) | Managing Director; Lead PM, High-Yield Bond Strategy | Oct 1995–Dec 2010; Lead PM Oct 1995–Jun 2006; managed multi-strategy credit funds Jul 2006–Dec 2010 | Led high-yield strategy; multi-strategy fund management . |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Jefferies Financial Group Inc. | Director | Since Jul 2021 | Not disclosed in OTF proxy . |
| Cedars-Sinai | Board of Governors (member) | Not disclosed | Community/healthcare governance . |
| 100 Women in Finance | Member/participant | Not disclosed | Industry engagement . |
Board Governance
- Committee assignments: Audit Committee (member), Nominating & Corporate Governance Committee (member), Co-Investment Committee (member). She is not a committee chair (Audit Chair: Christopher M. Temple; NCG Chair: Eric Kaye; Board Chair: Edward D’Alelio) .
- Independence: Designated an Independent Director; Audit, Nominating & Corporate Governance, and Co-Investment Committees are limited to independent directors .
- Attendance and engagement: The Board met 16 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings. Audit Committee held 7 formal meetings; Nominating Committee held 3 meetings in 2024. Co-Investment Committee was formed Feb 18, 2025 .
- Audit committee financial expert: The Board identified Christopher M. Temple as the audit committee financial expert (not Ms. Weiler) .
- Simultaneous audit committee service: Each Audit Committee member simultaneously serves on three or more public company audit committees; the Board determined this does not impair effectiveness .
Fixed Compensation
| Component | Amount/Terms | Period | Notes |
|---|---|---|---|
| Fees earned and paid in cash by OTF | $200,000 | FY2024 | Director fees are cash retainers; OTF reported only cash fees for directors in 2024 . |
| Total compensation from Blue Owl BDC Fund Complex | $1,387,500 | FY2024 | Aggregate across OBDC, OBDC II, OBDE, OCIC, OTF, OTF II, OTIC . |
| Fund Complex breakdown (illustrative) | OBDC $250,000; OBDC II $150,000; OBDE $181,250; OCIC $250,000; OTF $200,000; OTF II $175,000; OTIC $181,250 | FY2024 | As disclosed by issuer . |
| OTF independent director fee schedule (through 12/31/2024) | Annual cash retainer $150k–$250k depending on AUM; Chair adders: Board $15k, Audit $10k, other committees $5k | Policy | Schedule used to determine director cash compensation . |
| OTF independent director fee schedule (effective 4/1/2025) | Annual cash retainer $150k–$350k depending on AUM; Chair adders unchanged (Board $15k, Audit $10k, other committees $5k) | Policy | Refreshed schedule scales with assets . |
No equity grants or meeting fees were disclosed for directors; the compensation table presents cash fees only .
Performance Compensation
No performance-based compensation, stock awards, or options for independent directors were disclosed; the proxy reports director compensation solely as cash retainers and chair fees .
Other Directorships & Interlocks
| Company | Type | Role | Tenure | Interlock/Notes |
|---|---|---|---|---|
| OBDC; OBDC II; OCIC; OTIC | Blue Owl BDCs (affiliates) | Director | Joined Feb 2021 (OBDC, OBDC II, OCIC); Aug 2021 (OTIC) | Overlapping directorships within affiliated BDC complex . |
| OBDE | Blue Owl BDC (affiliated) | Director | Feb 2021–Jan 2025 | Former . |
| OTF II | Blue Owl BDC (affiliated) | Director | Nov 2021–Mar 2025 | Former; OTF and OTF II merged Mar 24, 2025 per CEO letter context . |
| Jefferies Financial Group Inc. | Public company | Director | Since Jul 2021 | External public board; no OTF-specific transactions disclosed in proxy . |
- Affiliated-entity conflicts: The proxy details potential conflicts in allocating investment opportunities across Blue Owl BDCs and affiliated clients. OTF operates under SEC co-investment exemptive relief requiring a “required majority” of Independent Directors to approve co-investments on fair, non-overreaching terms; Blue Owl’s allocation policy seeks equitable allocation over time .
Expertise & Qualifications
- 30+ years in credit and high-yield investing; led high-yield strategy at TCW and multi-strategy credit funds at TCW and Crescent .
- Oversight of CLO management at Crescent (2017–2020), with risk management committee experience .
- Financial and accounting knowledge highlighted by the Board as valuable to OTF’s oversight (though not designated the audit committee financial expert) .
Equity Ownership
| Metric | As of Mar 28, 2025 | Source |
|---|---|---|
| Beneficial ownership of OTF common stock (shares) | Not reported as owning shares (—) | |
| Dollar range of OTF equity | Not reported (—) | |
| Aggregate dollar range in Blue Owl BDC Fund Complex | Over $100,000 |
Policy protections:
- Hedging/pledging prohibition: Directors and officers are prohibited from short-selling, hedging/monetization, or pledging OTF securities; mitigates misalignment risk and collateral-pledge red flags .
Governance Assessment
Strengths
- Independent director with deep credit markets experience and risk oversight background; active on Audit and Nominating & Corporate Governance Committees; member of newly formed Co-Investment Committee, positioning her at the center of transaction oversight under SEC exemptive relief .
- Attendance: Met company standard (≥75% of Board and committee meetings in 2024); Board cites strong attendance overall; Audit and Nominating committees were active (7 and 3 meetings) .
- Structural safeguards: Independent Board majority; independent Chair; robust co-investment review conditions and allocation policy to address affiliated-entity conflicts .
Watchouts / Potential Red Flags
- No reported personal ownership of OTF shares as of the record date; while directors often hold shares to align incentives, her aggregate holdings across the affiliated BDC complex exceeded $100,000 but not specifically in OTF .
- Multi-board fee dependence across Blue Owl BDCs: Received $1.3875 million in aggregate cash fees from the Blue Owl BDC complex in 2024, which may raise external perceptions of independence despite formal 1940 Act independence status .
- Simultaneous service on three or more public company audit committees: The Board determined this does not impair effectiveness, but investors sometimes view such load with caution regarding bandwidth .
- Affiliated-entity conflicts are inherent in the Blue Owl complex; while mitigated by policies and SEC exemptive relief, allocation and co-investment decisions still require ongoing, diligent independent director oversight .
Overall implication: Ms. Weiler brings relevant credit and risk governance expertise and serves across key committees, supporting board effectiveness. Key investor focus areas will be her share ownership at OTF, monitoring of co-investment processes, and maintaining bandwidth across multiple audit committees to sustain high-quality oversight .