Victor Woolridge
About Victor Woolridge
Independent director at Blue Owl Technology Finance Corp. (OTF) since 2021; age 68; serves on the Audit, Nominating & Corporate Governance (NCG), and Co‑Investment Committees; designated as an Independent Director under the 1940 Act. Former Managing Director at Barings Real Estate Advisers with decades of capital markets and real estate finance experience; B.S. from the University of Massachusetts Amherst; Certified Commercial Investment Member (CCIM). Term: Class II, expiring at the 2026 annual meeting; oversees 5 companies within the Blue Owl BDC fund complex.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barings Real Estate Advisers (Barings LLC) | Managing Director; Head of U.S. Capital Markets for Equity Real Estate Funds | Formerly; most recent role prior to joining OTF board | Led U.S. equity RE capital markets; real estate fund capital formation |
| Cornerstone Real Estate Advisers (rebranded to Barings) | VP & Managing Director; Head of Debt Capital Markets—Equities | Jan 2013–Sep 2016 | Led debt CM for equities; structured financings |
| Cornerstone Real Estate Advisers | Vice President, Special Servicing | Jan 2010–Jan 2013 | Workout/special situations oversight |
| Babson Capital Management LLC | Managing Director | Jan 2000–Jan 2010 | Investment/credit leadership |
| MassMutual Financial Group | Director of Loan Originations; Assistant Regional Director | Sep 1982–Jan 2000 | Commercial lending/origination leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Massachusetts (UMass) Board of Trustees | Trustee; prior Chairman; Chair of Admin & Finance Committee (prior) | Since 2009 | Ongoing governance leadership; UMass Foundation investment committee since 2021 |
| University of Massachusetts Global | Trustee | Since 2021 | Higher-ed oversight |
| Trumbull Property Income Fund | Director | Since 2022 | External fund directorship |
| Fallon Health | Director | Since 2022 | Healthcare plan governance |
Board Governance
- Independence and structure: Independent director; Board has an independent non‑executive Chairman (Edward D’Alelio) and five of six directors are independent. Classified board with staggered 3‑year terms.
- Committee assignments: Member—Audit; Nominating & Corporate Governance; Co‑Investment (committee formed Feb 18, 2025). Not designated as an audit committee financial expert (that role is held by Christopher M. Temple).
- Attendance: Board met 16 times in 2024; each incumbent director attended at least 75% of board and committee meetings for their service period in 2024.
- Committee activity: Audit Committee held 7 formal meetings in 2024; Nominating Committee held 3 meetings in 2024.
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Fees earned and paid in cash by OTF | $200,000 | $200,000 |
| Total compensation from Blue Owl BDC Fund Complex | $1,360,462 | $1,387,500 |
Independent Director cash retainer schedule (framework applied to all Independent Directors, amounts vary with AUM; chair adders as noted):
- Through Dec 31, 2024 (select tiers): Annual cash retainer $150k–$250k by AUM tier; Chair of Board $15k; Audit Chair $10k; Committee Chair $5k.
- Effective Apr 1, 2025 (updated tiers): Annual cash retainer $150k–$350k by AUM tier; Chair of Board $15k; Audit Chair $10k; Committee Chair $5k.
Performance Compensation
| Element | Disclosure |
|---|---|
| Equity (RSUs/PSUs), Options, Performance metrics, Vesting schedules | None disclosed for directors; compensation described as cash retainers/meeting/chair fees only. |
No director equity plan, performance metric targets, option awards, or vesting schedules are disclosed for Independent Directors.
Other Directorships & Interlocks
| Company | Role | Nature | Notes |
|---|---|---|---|
| Blue Owl Capital Corporation (OBDC) | Director | Blue Owl‑advised BDC (public) | Cross‑board service within affiliated platform |
| Blue Owl Capital Corporation II (OBDC II) | Director | Blue Owl‑advised BDC | Affiliated vehicle |
| Blue Owl Credit Income Corp. (OCIC) | Director | Blue Owl‑advised BDC | Affiliated vehicle |
| Blue Owl Technology Income Corp. (OTIC) | Director | Blue Owl‑advised BDC | Affiliated vehicle |
| Blue Owl Technology Finance Corp. II (OTF II) | Former Director | Blue Owl‑advised BDC | Served Nov 2021–Mar 2025 (pre‑merger into OTF) |
Potential conflicts and mitigants:
- OTF and its affiliates compete for investment opportunities; allocation and co‑investment are governed by SEC exemptive relief, “required majority” independent director approvals, and formal allocation policies to ensure fair and equitable allocations over time.
Expertise & Qualifications
- Real assets and credit markets operator: Senior roles across Barings/Cornerstone/Babson/MassMutual; deep capital markets and real estate financing expertise.
- Governance experience: Longstanding UMass trustee (former Chair) and director roles at Trumbull Property Income Fund and Fallon Health.
- Credentials: CCIM; B.S., University of Massachusetts Amherst.
- Audit committee financial expert designation: Not designated; the Board’s ACFE is Christopher M. Temple.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (OTF common shares) | 10,049 shares; less than 1% of class (as denoted by “*”). |
| Record date and shares outstanding (context) | Record Date Mar 28, 2025; 465,122,953 shares outstanding. |
| Aggregate dollar range of equity across Blue Owl BDC Fund Complex (director-reported category) | Over $100,000. |
| Hedging/pledging policy | Directors and officers prohibited from short‑selling, hedging/monetization transactions, and pledging company securities. |
| Section 16(a) compliance | All required Forms 3/4/5 were timely filed for FY 2024. |
Governance Assessment
-
Strengths
- Independent director with robust committee engagement across Audit, NCG, and Co‑Investment; Board independent chair structure supports oversight.
- Strong attendance culture: each incumbent director met ≥75% attendance in 2024; active committee cadence (7 Audit; 3 NCG meetings).
- Clear policies restricting hedging/pledging, supporting alignment with shareholders.
-
Watch items / potential red flags
- Multiple affiliated board seats (OBDC, OBDC II, OCIC, OTIC, prior OTF II) create potential conflicts in deal allocation and co‑investment; mitigated via SEC exemptive relief and strict allocation policies requiring “required majority” independent director findings for co‑investments.
- Director compensation is cash‑only with no disclosed equity grants, which may limit direct equity alignment versus equity‑mix models; however, aggregate fund‑complex equity holdings exceed $100,000 by category.
-
Investor confidence signals
- Board governance framework emphasizes independence (5 of 6 independent), independent chair, and formal committee structures with defined charters; no legal proceedings disclosed for directors in the past 10 years.
Related-party and allocation disclosures are extensive; not all conflicts can be expected to resolve in the Company’s favor, but policies aim for fair and equitable allocation over time.