Item 5.02. |
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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(d) Appointment of Director
On November 19, 2021, the board of directors (the “Board”) of
Owl Rock Capital Corporation (the “Company”), upon the
recommendation of the Nominating and Corporate Governance Committee
of the Board (the “Nominating Committee”), voted to appoint Victor
Woolridge as a Class I director of the Board, a member of the
Nominating Committee, a member of the Audit Committee and a member
of the Compensation Committee. In connection with
Mr. Woolridge’s appointment, the Board increased the size of
the Board to seven directors. Mr. Woolridge was appointed to
serve as a member of the Board until the 2023 annual meeting of
stockholders, or until his successor is duly elected and qualified.
The Board and the Nominating Committee determined that
Mr. Woolridge is not an “interested person” (as defined in
Section 2(a)(19) of the 1940 Act) of the Company.
Mr. Woolridge has served as a Managing Director of
Barings Real Estate Advisers, LLC (“Barings”), the real estate
investment unit of Barings LLC, a global asset management firm,
since 2016. Mr. Woolridge currently serves as Head of the U.S.
Capital Markets for Equity Real Estate Funds and Derivatives at
Barings. Mr. Woolridge previously served as Vice President and
Managing Director and Head of Debt Capital Markets – Equities of
Cornerstone Real Estate Advisers LLC (prior to its rebranding under
the Barings name) (“Cornerstone”) from January 2013 to September
2016 and as Vice President Special Servicing from January 2010 to
January 2013. Prior to joining Cornerstone, Mr. Woolridge
served as a Managing Director of Babson Capital Management LLC
(“Babson”) from January 2000 to January 2010. Prior to joining
Babson, Mr. Woolridge served as Director of Loan Originations
and Assistant Regional Director of MassMutual Financial Group from
September 1982 to January 2000. Since 2009, Mr. Woolridge has
served on the University of Massachusetts (UMass) Board of Trustees
and has previously served as Chairman of the Board and as Chairman
of the Board’s Committee on Administration and Finance. Since 2019,
Mr. Woolridge has served as Chairman of UMass Building
Authority. Mr. Woolridge has also served on the UMass
Foundation’s investment committee since 2021. Mr. Woolridge
previously served on the Board of Trustees of Baystate Health from
2005 to 2016, which included service as Chairman of the Board and
on the Board’s compensation, finance, governance and strategy
committees. Mr. Woolridge holds a B.S. from the University of
Massachusetts at Amherst and is a Certified Commercial Investment
Member. Mr. Woolridge concurrently joined the boards of Owl
Rock Capital Corporation II, Owl Rock Capital Corporation III, Owl
Rock Technology Finance Corp., Owl Rock Core Income Corp., and Owl
Rock Technology Income Corp. The Company believes
Mr. Woolridge’s numerous management positions and broad
experiences in the asset management and financial services sectors
provide him with skills and valuable insight in handling complex
financial transactions and issues, all of which make him well
qualified to serve on the Board.
Mr. Woolridge will be entitled to applicable retainer and
meeting fees pursuant to the Company’s director compensation
arrangements, under terms consistent with those previously
disclosed by the Company. Mr. Woolridge entered into the
Company’s standard indemnification agreement, the form of which was
previously filed with the Securities and Exchange Commission on
April 11, 2016 as Exhibit 10.4 to the Company’s
Registration Statement on Form 10.
There is no other arrangement or understanding between
Mr. Woolridge and any other person pursuant to which he was
appointed as a Class I director of the Board, member of the
Nominating Committee, a member of the Audit Committee and a member
of the Compensation Committee, nor is there any family relationship
between Mr. Woolridge and any other director of the Company or
executive officers of the Company. There are no transactions since
the beginning of the Company’s last fiscal year, or any currently
proposed transaction, in which the Company is a participant, the
amount involved exceeds $120,000, and in which Mr. Woolridge
had, or will have, a direct or indirect material interest.