DEF 14A of Blue Owl Capital Inc., Apr 25, 2025

DEF 14A of Blue Owl Capital Inc.

Filed Apr 25, 2025 · FY20240001823945-25-000024

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  2. Board Structure and the Nominees

    Board Structure and the Nominees Our Board is currently comprised of ten directors. Our directors are divided into three classes serving staggered three-year terms. Class I, Class II and Class III directors will serve until our annual meetings of stockholders in 2025, 2026 and 2027, respectively. At each annual meeting of stockholders, directors will be elected to succeed the class of directors whose terms have expired. In addition, in connection with the Business Combination, we entered into an investor rights agreement (as amended, the “Investor Rights Agreement”) with the Principals, Neuberger and the other parties from time to time party thereto. The Investor Rights Agreement grants the Principals and Neuberger the right to designate nominees to our Board subject to the maintenance of certain ownership requirements. Pursuant to the Investor Rights Agreement, the Principals have agreed to vote in favor of such nominees. See “Certain Relationships and Related Transactions—Investor Rights Agreement” for additional information. Each director shall hold office for the term for which such director is elected and thereafter until such director’s successor shall have been duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal from office. Since there is no nominating committee, the entire Board participates in the consideration of director nominees. Except as otherwise expressly provided in the amended and restated certificate of incorporation, the holders of our common stock are entitled to vote on all matters on which stockholders of a corporation are generally entitled to vote under the General Corporation Law of the State of Delaware, as amended, including the election of our Board. In connection with the Annual Meeting, the Board has nominated Ms. Brouse, Mr. Packer and Ms. Weeks for election as Class I directors (collectively, the “Nominees”), each for a three-year term expiring at our 2028 Annual Meeting of Stockholders once their respective successors have been duly elected and qualified or until their earlier resignation or removal. The Company’s amended and restated certificate of incorporation and amended and restated bylaws (the “Organizational Documents”) provide that each director shall be elected by a plurality of the votes cast at a meeting of stockholders for the election of directors. Set forth below is information concerning our directors as of April 25, 2025, and the key experience, qualifications and skills they bring to the Board.

  3. Directors and Nominees

    Directors and Nominees

  4. Directors and Nominees

    | Name | Age | Director Class | Serving Since | Positions Held | | Jennifer Brouse | 37 | I | March 2025 | Director and Managing Director | | Craig W. Packer | 58 | I | May 2021 | Director and Co-President | | Dana Weeks | 54 | I | May 2021 | Director* | | Claudia Holz | 67 | II | May 2021 | Director* | | Marc S. Lipschultz | 56 | II | May 2021 | Director and Co-Chief Executive Officer | | Michael D. Rees | 50 | II | May 2021 | Director and Co-President | | Andrew S. Komaroff | 56 | III | May 2021 | Director* | | Douglas I. Ostrover | 62 | III | May 2021 | Chairman of the Board, Co-Chief Executive Officer and Director | | Stacy Polley | 56 | III | May 2021 | Director* | | Marc Zahr | 45 | III | December 2021 | Director and Co-President |

  5. Directors and Nominees

    * Our Board has determined that this director is independent for purposes of the NYSE corporate governance listing requirements.

  6. Nominees for Class I Directors (Term expires at the 2025 Annual Meeting of Stockholders)

    Nominees for Class I Directors (Term expires at the 2025 Annual Meeting of Stockholders)

  7. Independent Director

    Independent Director

  8. Independent Director

    | | Dana Weeks is the Chief Executive Officer and Co-Founder of MedTrans Go, a healthcare technology start-up based in Atlanta, GA. Prior to joining MedTrans Go, Ms. Weeks co-founded the Black Angel Tech Foundation, created to support and increase the number of underrepresented minorities in technology, and served in her role as President from April 2016 to September 2019. Ms. Weeks has also held positions at AT&T, Pfizer, and in several innovative entrepreneurial ventures. Ms. Weeks is a member of the Board of Trustees of The Westminster Schools of Atlanta, the Treasurer of the Atlanta Chapter of Jack & Jill, an advisory board member of Stride: Win Your Way, a sports optimization platform for coaches and athletes, and a Board Member for the Wellstar | | Hospital Foundation and the Access Foundation. She also serves on several Task Forces and Committees at both Stanford and Columbia Business School, including serving as a co-chair of the Stanford LEAD Council, a member of the Stanford Humanities & Sciences Council and the Stanford Athletics Board, and a founding member of the Women’s Circle at Columbia Business School. She has served on the Board since May 2021 and is a member of the Company’s audit committee. Ms. Weeks earned a BA with Honors from Stanford University and an MBA from Columbia Business School. Ms. Weeks’ long and varied business career and valuable knowledge, in addition to her prior service as a director of the Company, position her well to serve on the Board. | |

  9. Non-Independent Directors

    Non-Independent Directors

  10. Non-Independent Directors

    | | Jennifer Brouse is a Managing Director at Blue Owl, Chief Operating Officer of the GP Strategic Capital platform, a member of the GP Strategic Capital Investment Team and a member of the Board. In her role, Ms. Brouse focuses on managing the overall operations of the GP Strategic Capital business as well as strategic initiatives across the platform. From May 2021 to December 2023, she was the Chief Financial Officer of the GP Strategic Capital platform, overseeing the finance functions of the GP Strategic Capital products. Prior to Blue Owl, Ms. Brouse was the Chief Financial Officer of Dyal Capital, the predecessor firm to Blue Owl's GP Strategic Capital platform, when it was a division of Neuberger Berman. Prior to joining Dyal Capital in October 2017, Ms. Brouse was a Manager at PwC within the Wealth and Asset Management assurance practice, | | providing audit and related services to PwC's asset management clients. She earned a B.S.B.A. in Accounting and Spanish, magna cum laude, from Bucknell University. Ms. Brouse is a licensed Certified Public Accountant in the state of New York. Ms. Brouse's significant experience and leadership in Blue Owl's GP Strategic Capital platform and extensive knowledge of finance matters, in addition to her prior service as a director of the Company, position her well to serve on the Board. | |

  11. Non-Independent Directors

    | | Craig W. Packer is a Co-President of Blue Owl Capital Inc. and a member of the Board. Mr. Packer is also the Global Head of the Credit platform and serves as a Co-Chief Investment Officer for certain of the Blue Owl Credit Advisers. Additionally, he is the Chief Executive Officer of each of the Blue Owl BDCs. Previously, Mr. Packer co-founded Owl Rock Capital Partners, the predecessor firm to Blue Owl’s Credit platform. Prior to co-founding Owl Rock, Mr. Packer was a Partner and Co-Head of Leveraged Finance in the Americas at Goldman Sachs & Co. Mr. Packer joined Goldman Sachs & Co. as a Managing Director and Head of High Yield Capital Markets in 2006 and was named Partner in 2008. Prior to joining Goldman Sachs & Co., he was the Global Head of High Yield Capital Markets at Credit Suisse First Boston, and before that he worked at Donaldson, Lufkin & Jenrette. Mr. Packer serves as Treasurer of the board of Trustees of | | Greenwich Academy, and Co-Chair of the Honorary Board of Kids in Crisis, a nonprofit organization that serves children in Connecticut. He is also on the Advisory Board for the Mount Sinai Department of Rehabilitation and Human Performance. In addition, Mr. Packer is on the Foundation Board of Trustees for the McIntire School of Commerce, University of Virginia and is a member of the Board of Trustees of the University of Virginia Athletics Foundation. Mr. Packer received an MBA from Harvard Business School and a BS from the University of Virginia. Mr. Packer’s knowledge of and extensive experience in investment management, leveraged finance and financial services give the Board valuable industry-specific knowledge and expertise on these and other matters, in addition to his prior service as a director of the Company, position him well to serve on the Board. | |

  12. Non-Independent Directors

    THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES AS CLASS I DIRECTORS.

  13. Continuing Directors

    Continuing Directors Claudia Holz is a certified public accountant in the State of New York. Ms. Holz previously served as an audit partner for KPMG LLP, where she performed and supervised audits of the financial statements and internal controls of public and private companies. During her career at KPMG, she held numerous leadership positions, including serving as partner-in-charge of the New York office investment management audit practice. In September 2017, she retired from KPMG after more than 35 years. She has served on the Audit and Compliance Committee for American Beacon funds since April 2018. In that capacity, she oversees and assesses the performance of the annual audits by the funds’ auditors. She has served on the Board since May 2021 and is the chair of the Company’s audit committee. She earned a BS in Accounting, magna cum laude, from Syracuse University. Ms. Holz’s broad experience in finance, together with her supervisory roles on audits of financial statements and internal controls of public and private companies, position her well to serve on the Board. Andrew S. Komaroff is the Chief Operating Officer of Neuberger Berman Group LLC and joined the predecessor firm in 2001. Mr. Komaroff’s responsibilities include oversight of the firm’s client coverage and distribution channels as well as information technology and operations. Mr. Komaroff also served as the interim Chief Financial Officer immediately following the firm’s employee-led buyout in 2009. Prior to joining the firm, Mr. Komaroff was a management consultant at McKinsey & Co., a principal at Ripplewood Holdings, a New York and Tokyo-based private equity firm, and the Executive Vice President of the Equavant Group, an internet exchange acquired in 2001. Mr. Komaroff serves on the Board of Trustees for the Writing Revolution, a national not-for-profit organization dedicated to teaching students to think clearly and reflect that thinking in their writing. He has served on the Board since May 2021. Mr. Komaroff received a BA from Williams College where he was elected to Phi Beta Kappa and a JD from Stanford Law School where he was a member of the Order of the Coif. Mr. Komaroff’s extensive experience and leadership in the asset management industry position him well to serve on the Board. Marc S. Lipschultz is Co-Chief Executive Officer of Blue Owl Capital Inc. and a member of the Board. Mr. Lipschultz also serves as a Co-Chief Investment Officer for each of the Blue Owl Credit Advisers. Previously, Mr. Lipschultz co-founded Owl Rock Capital Partners, the predecessor firm to Blue Owl’s Credit platform. Prior to co-founding Owl Rock, Mr. Lipschultz spent more than two decades at KKR, serving on the firm’s Management Committee and as the Global Head of Energy and Infrastructure. Mr. Lipschultz has a wide range of experience in alternative investments, including leadership roles in private credit, private equity, and infrastructure. Prior to joining KKR, he was with Goldman, Sachs & Co., where he focused on mergers and acquisitions and principal investment activities. Mr. Lipschultz serves on the board of the Hess Corporation and is actively involved in a variety of nonprofit organizations, serving as a board member of the American Enterprise Institute for Public Policy Research, Michael J. Fox Foundation, Mount Sinai Health System, Riverdale Country School, Stanford University Board of Trustees, and the 92nd Street Y. Mr. Lipschultz received an MBA with high distinction, Baker Scholar, from Harvard Business School and an AB with honors and distinction, Phi Beta Kappa, from Stanford University. Mr. Lipschultz’s knowledge of and extensive experience in alternative investments, together with his leadership roles in private equity, infrastructure and direct-asset investing, position him well to serve on the Board. Douglas I. Ostrover is Co-Chief Executive Officer of Blue Owl Capital Inc. and the chairman of the Board. Mr. Ostrover is also the Chief Executive Officer and serves as a Co-Chief Investment Officer for each of the Blue Owl Credit Advisers. Previously, Mr. Ostrover co-founded Owl Rock Capital Partners, the predecessor firm to Blue Owl’s Credit platform. Prior to co-founding Owl Rock, Mr. Ostrover was a founder of GSO Capital Partners (GSO), Blackstone’s alternative credit platform, and was a Senior Managing Director at Blackstone until 2015. Prior to co-founding GSO in 2005, Mr. Ostrover was a Managing Director and Chairman of the Leveraged Finance Group of Credit Suisse First Boston (CSFB). Prior to his role as Chairman, he was Global Co-Head of CSFB’s Leveraged Finance Group, during which he was responsible for all of CSFB’s origination, distribution, and trading activities relating to high yield securities, leveraged loans, high yield credit derivatives, and distressed securities. Mr. Ostrover joined CSFB in November 2000 when CSFB acquired Donaldson, Lufkin & Jenrette (“DLJ”), where he was a Managing Director in charge of High Yield and Distressed Sales, Trading and Research. He was a member of DLJ’s high yield team since he joined the firm in 1992. Mr. Ostrover is actively involved in a variety of non-profit organizations including serving on the boards of directors of the Michael J. Fox Foundation, the Mt. Sinai Health System, and the Leadership Council for Memorial Sloan Kettering. He also serves on the investment committee of the Brunswick School. Mr. Ostrover received an MBA from New York University Stern School of Business and a BA in Economics from the University of Pennsylvania. Mr. Ostrover’s depth of experience in corporate finance, capital markets and financial services gives our Board valuable industry-specific knowledge and expertise on these and other matters, and his history with the Company provide an important skill set and knowledge base to our Board. Stacy Polley is a senior advisor to Blackstone Inc., serving since March 2022. Previously, Ms. Polley served as a partner of Goldman Sachs, where she gained over 25 years of experience in finance and commercial leadership from August 1994 to March 2019. Ms. Polley served as a member of Goldman Sachs’ Partnership Committee from 2008 to 2016 and was a founding member of Goldman Sachs’ Client and Business Standards Committee (CBSC), formed in response to the 2008 financial crisis, and served as the Co-Chair of the Securities Division of CBSC from 2008 to 2015. She also served as the Global Head of Client Relationship Management & Strategy from September 2014 to December 2018 and as a member of the Americas Diversity Committee from 2012 to 2015. Previously, Ms. Polley worked as a Consultant in the Information Technology Practice of EY from August 1989 to July 1992. Ms. Polley is currently a board advisor of HighPost Capital, a consumer-focused growth equity firm, where she has served since November 2019. She has also served on the board of New York City Center since September 2012. She has served on the Board since May 2021 and is a member of the Company’s audit committee. Ms. Polley earned a BS in Finance and Management Information Systems from State University of New York at Albany and an MBA in finance from the Wharton School of the University of Pennsylvania. Ms. Polley’s significant experience and leadership in the financial services industry and extensive knowledge of finance matters position her well to serve on the Board.

  14. Continuing Directors

    Michael D. Rees is a Co-President of Blue Owl Capital Inc. and a member of the Board. Mr. Rees is also the Global Head of the GP Strategic Capital platform. Previously, Mr. Rees founded Dyal Capital, the predecessor firm to Blue Owl’s GP Strategic Capital platform. Prior to founding Dyal Capital, Mr. Rees was a founding employee and shareholder of Neuberger Berman Group, transitioning from Lehman Brothers as part of the management buyout transaction in May 2009, and was the first Chief Operating Officer of Neuberger’s alternatives business. Mr. Rees was an employee of Lehman Brothers from April 2001 through May 2009. He had numerous roles at Lehman Brothers and was responsible for strategic acquisitions for the Investment Management Division. From 2003 through 2006, he was Head of Asset Management Strategy. Prior to joining Lehman Brothers, Mr. Rees was an associate at Marakon Associates. Mr. Rees currently serves on the Board of Directors of The Feinstein Institutes for Medical Research of Northwell Health and on the board of The Opportunity Network, an education-focused nonprofit that supports underserved students with postsecondary career readiness education. Mr. Rees received an MS in Mechanical Engineering and an MS in Technology Policy from Massachusetts Institute of Technology, and a BS in Mechanical Engineering and a BA in Political Science from the University of Pittsburgh. Mr. Rees’s knowledge of and extensive experience in investment management, leveraged finance and financial services position him well to serve on the Board. Marc Zahr is a Co-President of Blue Owl Capital Inc. and a member of the Board. Mr. Zahr is also the Global Head of the Real Assets platform, where he manages and oversees the Real Assets platform’s investment activities, including sourcing, underwriting, and negotiating all acquisitions. Mr. Zahr also serves as the Chairman of the Board of Trustees of Blue Owl Real Estate Net Lease Trust, a private placement REIT, and serves as the Co-Chairman of the Board of Trustees of Store Capital, a private REIT. Previously, Mr. Zahr founded Oak Street, the predecessor firm to Blue Owl’s Real Assets platform. Prior to founding Oak Street, Mr. Zahr served as Vice President at American Realty Capital where he was responsible for the analytics and acquisition activities within the company’s real estate portfolios, a Fixed Income Trader at TM Associates, and an Associate at Merrill Lynch. Mr. Zahr was honored as one of Crain’s Chicago Business’s 40 Under 40 for 2018. Mr. Zahr received a BA in Communications from the University of Dayton. Mr. Zahr’s experience and leadership from the founding of Oak Street and his management experience and history with the Real Assets division of Blue Owl gives our Board valuable industry-specific knowledge and expertise on these and other matters. There are no family relationships among any of the director nominees or directors of the Company.

  15. Compensation Philosophy

    Compensation Philosophy Our business as a global alternative asset manager is dependent on the performance of our NEOs and other key employees. Among other things, we depend on their ability to find, select and execute investments, manage investment strategies of our products, oversee and improve the operations of the Company, find and develop relationships with investors and other sources of capital and provide other services essential to our success. Our compensation philosophy has several primary objectives: (i) attract, motivate and retain talented and experienced executives in our industry, (ii) reward executives whose knowledge, skills and performance are critical to our success, (iii) align executives’ interests with our investors and stockholders, (iv) foster a shared commitment among executives by aligning their individual goals with the goals of our company, (v) compensate our executives in a manner that incentivizes them to manage our business to meet our long-term objectives, and (vi) reinforce our culture and values. One of our most important values is our “one-firm” approach with shared responsibility and success. Therefore, compensation is based on the performance of the Company as a whole, as well as on an individual’s contributions to the Company. In addition, we conduct, at least annually, an evaluation of each employee’s contribution to the Company, including his or her commitment to the Company’s culture and values. Base salaries reflect our NEOs’ proficiency and experience in their respective roles. In addition to base salary, we utilize a blend of variable and long-term pay vehicles to further incentivize and retain talent and provide an overall compensation package that is competitive with the market. Performance-based discretionary bonuses are generally paid annually to employees, including certain NEOs, based on our profitability, market analysis and employee performance. Management equity ownership is a guiding principle for us, and we apply that principle to our NEOs: every NEO is expected to have a meaningful equity interest in the Company. This equity ownership serves to align the interests of our NEOs with those of our stockholders. Our compensation program is a management tool supporting our mission and values. We believe our program supports, reinforces and aligns our values, business strategy and operations with the goal of increasing distributable earnings. Compensation arrangements with our NEOs are described below under “Elements of Compensation.” We did not engage a compensation consultant to determine our NEOs’ compensation in 2024. We do not formally benchmark or set our NEOs’ compensation by reference to the compensation of a specific peer group.

  16. Cash Bonus Payments

    Cash Bonus Payments Our senior management has authority to award cash bonuses to our NEOs at certain times during the year and at the end of the year. The cash bonuses are intended to offer incentive compensation by rewarding the achievement of corporate and individual performance objectives. Such cash bonuses are subject to annual review by senior management. We believe that establishing cash bonus opportunities helps us attract and retain qualified and highly skilled executives. These bonuses are intended to reward executives who have a positive impact on corporate results. The bonuses for 2024 are described in more detail below. Mr. Kirshenbaum and Ms. Reddy received discretionary cash bonus awards for their performance in 2024. The discretionary cash bonuses awarded to Mr. Kirshenbaum and Ms. Reddy recognize each individual’s contributions to our overall goals and performance. We granted these discretionary cash bonus payments to reward Mr. Kirshenbaum and Ms. Reddy for assisting us in achieving our annual goals, both for the Company as a whole and in each individual’s respective area of responsibility. Factors that were included in determining the size of the cash bonus payments include Mr. Kirshenbaum’s and Ms. Reddy’s accomplishments in driving our results, their leadership and management of their respective teams and our overall performance. Comparisons were made to prior-year performance, to our other senior professionals, and compensation that is commensurate within our industry with the intention to reward, motivate and retain Mr. Kirshenbaum and Ms. Reddy.

  17. Equity-Based Compensation

    Equity-Based Compensation We believe that equity-based compensation awards enable us to attract, motivate, retain and adequately compensate executive talent. To that end, we have awarded equity-based compensation both in the form of profits interests (“Incentive Units”) and restricted stock units (“RSUs”). We believe equity awards provide executives with a significant long-term interest in our success by rewarding the creation of stockholder value over time. For 2024, Messrs. Ostrover, Lipschultz, Rees and Zahr elected to receive quarterly grants of Incentive Units in satisfaction of their contractual right under their respective employment agreements (which are described in more detail below), and our Co-Chief Executive Officers determined the size of equity granted to our other NEOs, which was approved by our Board. Our Co-Chief Executive Officers considered each NEO’s current position with the Company, the size of their total compensation package and the amount of existing vested and unvested equity awards, if any, then held by the NEO when determining the size of equity grants made to our NEOs. Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan On April 1, 2025, the Company amended and restated the Amended and Restated Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan (as amended, the “2021 Omnibus Plan”) in connection with the Internal Reorganization. The 2021 Omnibus Plan allows for the grant of equity incentives, such as RSUs, stock options, stock appreciation rights and restricted stock. The 2021 Omnibus Plan also allows for the issuance, from time to time, of certain Incentive Units to Blue Owl Management Vehicle LP (“Blue Owl MV”), a vehicle formed for the benefit of certain management employees of Blue Owl, by Blue Owl Holdings, which Incentive Units issuances would be in addition to the issuance of certain RSUs. Under the 2021 Omnibus Plan, the Incentive Units entitle the recipient to receive, through Blue Owl MV, distributions from Blue Owl Holdings in accordance with the terms of, and subject to any restrictions contained in, the applicable limited partnership agreement for each of Blue Owl Holdings and Blue Owl MV, and are currently counted against the share limit under the 2021 Omnibus Plan on a 1.00:1.00 basis (provided that each Incentive Unit granted prior to June 13, 2024 is counted against the number of shares available for issuance on a 1.25:1.00 basis). Incentive Units Incentive Units entitle the recipients to receive, through Blue Owl MV, distributions from Blue Owl Holdings in accordance with the terms of, and subject to any restrictions contained in, the applicable limited partnership agreement for each of Blue Owl MV and Blue Owl Holdings. In 2024, the Company awarded Incentive Units to each NEO. Subject to a lock-up period of one year from the date of grant, all of Messrs. Ostrover's, Lipschultz's, Rees's and Zahr's, and certain of Mr. Kirshenbaum's Incentive Units were fully vested upon the date of grant. After expiration of the one-year holding requirement and attainment of required capital account thresholds, such Incentive Units settle by delivery of an equal number of Common Units of the Blue Owl Operating Partnership (the “Blue Owl Operating Group Units”) and Class C Shares. Blue Owl Operating Group Units may be exchanged (together with an equal number of Class C Shares which are cancelled for no consideration in such exchange) from time to time at the request of the holder for an equal number of newly issued Class A Shares (or at the election of an exchange committee of Blue Owl GP, a cash payment equal to the five-day volume weighted average price of our Class A Shares immediately prior to the applicable exchange date). In 2024, Mr. Kirshenbaum was also awarded Incentive Units that vest in five equal installments on December 15 of 2025, 2026, 2027, 2028 and 2029. In 2024, Ms. Reddy was also awarded Incentive Units that vest in three equal installments on February 15, 2027, 2028 and 2029. For Messrs. Ostrover, Lipschultz, Rees and Zahr, the amounts presented in the Summary Compensation Table for 2024 relate to the Incentive Units granted in satisfaction of their contractual right under their respective employment agreements, and include the grants with respect to the fourth quarter of 2023 granted in February 2024 and the first three quarters of the year. Amounts related to the fourth quarter of 2024 were granted in February 2025, and therefore are not included in the table. For Mr. Kirshenbaum and Ms. Reddy, such grants were discretionary and in relation to their performance in 2024. RSUs Ms. Reddy was granted RSUs on December 1, 2024, that represents the portion of Ms. Reddy’s 2024 bonus that was deferred in the form of RSUs, which award will vest in three equal installments on February 15, 2026, 2027 and 2028. Each RSU represents the contingent right to receive one of the Company’s Class A Shares upon vesting.

  18. Section 280G of the Internal Revenue Code

    Section 280G of the Internal Revenue Code Section 280G of the Code disallows a tax deduction with respect to “excess parachute payments” to certain executive officers of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% excise tax penalty on the individual receiving the “excess parachute payment.” Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans or programs and other equity-based compensation. “Excess parachute payments” are parachute payments that exceed a threshold determined under Section 280G of the Internal Revenue Code based on an executive officer’s prior compensation. In approving compensation arrangements for our NEOs in the future, we expect that the Board will consider all elements of the cost to us of providing such compensation, including the potential impact of Section 280G of the Code. However, the Board may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility of Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent.

  19. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table summarizes the total compensation paid to or earned by each of our NEOs in 2024, 2023 and 2022.

  20. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Douglas I. Ostrover | 2024 | 500,000 | — | 22,666,620 | — | 745,812 | 23,912,432 | | Co-Chief Executive Officer | 2023 | 500,000 | — | 17,304,596 | — | 673,599 | 18,478,195 | | | 2022 | 500,000 | — | 9,010,338 | — | 625,047 | 10,135,385 | | Marc S. Lipschultz | 2024 | 500,000 | — | 22,666,620 | — | 715,055 | 23,881,675 | | Co-Chief Executive Officer | 2023 | 500,000 | — | 17,304,596 | — | 673,599 | 18,478,195 | | | 2022 | 500,000 | — | 9,010,338 | — | 625,047 | 10,135,385 | | Alan Kirshenbaum | 2024 | 500,000 | 4,500,000 | 42,241,500 | — | 135,663 | 47,377,163 | | Chief Financial Officer | 2023 | 500,000 | 4,500,000 | 2,534,240 | — | 119,772 | 7,654,012 | | | 2022 | 500,000 | 3,500,000 | 12,524,000 | — | 111,226 | 16,635,226 | | Neena Reddy | 2024 | 350,000 | 3,487,500 | 20,608,519 | — | — | 24,446,019 | | Chief Legal Officer, General Counsel and Secretary | | | | | | | | | Michael D. Rees | 2024 | 500,000 | — | 29,120,487 | — | 233,663 | 29,854,150 | | Co-President | 2023 | 500,000 | — | 17,612,511 | — | 216,395 | 18,328,906 | | | 2022 | 500,000 | — | 5,064,998 | — | 212,863 | 5,777,861 | | Marc Zahr | 2024 | 500,000 | — | 20,947,125 | — | 500,019 | 21,947,144 | | Co-President | | | | | | | |

  21. 2024 Summary Compensation Table

    (1)Represents the discretionary cash bonuses described in further detail above under the section titled “Elements of Compensation — Cash Bonus Payments — Discretionary Cash Bonus Payments.” (2)Represents the grant date fair value of awards computed in accordance with ASC 718. With respect to Messrs. Ostrover, Lipschultz, Rees and Zahr for 2024, represents quarterly awards of Incentive Units granted in respect of quarterly payments earned under their respective employment agreements. The amounts reported reflect the aggregate grant date fair value under ASC 718 and may not correspond to the actual value that will be recognized by the NEOs. Amounts related to the fourth quarter of 2024 were granted in February 2025, and therefore are not included in the table above. For Mr. Kirshenbaum and Ms. Reddy, represents discretionary grants of Incentive Units and RSUs. See the table below and Note 10 to our Financial Statements for additional information. (3)For 2024, represents (i) with respect to Mr. Ostrover, $677,132 for wealth management services, $37,905 for supplemental medical insurance provided to certain executives and $30,757 for rent for personal office space; (ii) with respect to Mr. Lipschultz, $677,132 for wealth management services and $37,905 for supplemental medical insurance provided to certain executives; (iii) with respect to Mr. Kirshenbaum, $111,823 for wealth management services and $23,822 for supplemental medical insurance provided to certain executives; (iv) with respect to Mr. Rees, $233,644 for wealth management services; and (v) with respect to Mr. Zahr, $500,000 for wealth management services. This amount also includes coverage provided to each of our NEOs for identity theft monitoring.

  22. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards to our NEOs in 2024. These amounts reflect the aggregate grant date fair values calculated under ASC 718 and may not correspond to the actual value that will be recognized by the recipients.

  23. 2024 Grants of Plan-Based Awards

    | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | | | | Douglas I. Ostrover | 2/16/2024(1) | 396,546 | 6,717,489 | | | 5/9/2024(1) | 286,460 | 4,958,623 | | | 8/9/2024(1) | 315,107 | 5,003,899 | | | 11/7/2024(1) | 273,611 | 5,986,609 | | Marc S. Lipschultz | 2/16/2024(1) | 396,546 | 6,717,489 | | | 5/9/2024(1) | 286,460 | 4,958,623 | | | 8/9/2024(1) | 315,107 | 5,003,899 | | | 11/7/2024(1) | 273,611 | 5,986,609 | | Alan Kirshenbaum | 12/2/2024(2) | 350,000 | 7,766,500 | | | 12/2/2024(3) | 1,750,000 | 34,475,000 | | Neena Reddy | 12/2/2024(4) | 1,000,000 | 19,490,000 | | | 12/2/2024(5) | 51,144 | 1,118,519 | | Michael D. Rees | 2/16/2024(6) | 550,975 | 9,333,516 | | | 5/9/2024(6) | 381,056 | 6,596,079 | | | 8/9/2024(6) | 402,762 | 6,395,861 | | | 11/7/2024(6) | 310,559 | 6,795,031 | | Marc Zahr | 2/16/2024(7) | 295,041 | 4,997,994 | | | 5/9/2024(7) | 286,460 | 4,958,623 | | | 8/9/2024(7) | 315,107 | 5,003,899 | | | 11/7/2024(7) | 273,611 | 5,986,609 |

  24. 2024 Grants of Plan-Based Awards

    (1)Represents quarterly grants of Incentive Units in an amount equal to 1.33% of the Management Fee Revenue earned with respect to the fourth quarter of 2023 and first, second and third quarters of 2024, less base salary. Amounts related to the fourth quarter of 2024 were granted in February 2025, and therefore are not included in the table above. The Incentive Units granted were fully vested upon the date of grant but subject to a lock-up period of one year from the date of grant. (2)Represents a discretionary grant of Incentive Units that was fully vested upon the date of grant but subject to a lock-up period of one year from the date of grant. (3)Represents a discretionary grant of Incentive Units that vests in five equal installments on December 15, 2025, 2026, 2027, 2028 and 2029. (4)Represents a discretionary grant of Incentive Units that vests in three equal installments on February 15, 2027, 2028 and 2029. (5)Represents the portion of Ms. Reddy’s 2024 bonus that was deferred in the form of RSUs. The RSUs will vest in three equal installments on February 15, 2026, 2027 and 2028. (6)Represents Incentive Units granted in respect of the quarterly payment with respect to the fourth quarter of 2023 and the first, second and third quarters of 2024 earned under the Rees Employment Agreement (as defined below). Amounts related to the fourth quarter of 2024 were granted in February 2025, and therefore are not included in the table above. The Incentive Units granted were fully vested upon the date of grant but subject to a lock-up period of one year from the date of grant. (7)Represents quarterly grants of Incentive Units in an amount equal to 1.00% of the Management Fee Revenue earned with respect to the fourth quarter of 2023 and 1.33% of the Management Fee Revenue earned with respect to the first, second and third quarters of 2024, less base salary. Amounts related to the fourth quarter of 2024 were granted in February 2025 and therefore are not included in the table above. The Incentive Units granted were fully vested upon the date of grant but subject to a lock-up period of one year from the date of grant.

  25. Narrative Description to the Summary Compensation Table and the Grants of Plan-Based Awards Table for the 2024 Fiscal Year

    Narrative Description to the Summary Compensation Table and the Grants of Plan-Based Awards Table for the 2024 Fiscal Year

  26. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table sets forth the number of shares and units, as well as the market value of such shares and units, outstanding for our NEOs as of December 31, 2024. The dollar amounts shown in the table below do not reflect the value of compensation actually received by the NEOs.

  27. Outstanding Equity Awards at 2024 Fiscal Year End

    | | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Alan Kirshenbaum | 400,000 | 8,218,000(1) | | | 1,750,000 | 33,568,500(2) | | Neena Reddy | 1,000,000 | 19,213,332(3) | | | 200,000 | 4,193,000(4) | | | 446,306 | 8,973,724(5) | | | 51,144 | 1,099,937(6) | | | 26,184 | 598,173(7) | | | 389,409 | 8,002,355(8) | | | 27,053 | 629,253(9) |

  28. Outstanding Equity Awards at 2024 Fiscal Year End

    (1)Represents unvested Incentive Units granted on January 12, 2022, that will vest in two equal installments on December 15, 2025 and 2026. (2)Represents unvested Incentive Units granted on December 2, 2024, that will vest in five equal installments on December 15, 2025, 2026, 2027, 2028 and 2029. (3)Represents unvested Incentive Units granted on December 2, 2024, that will vest in three equal installments on February 15, 2027, 2028 and 2029. (4)Represents unvested Incentive Units granted on October 22, 2021, that will vest in two equal installments on August 15, 2025 and 2026. (5)Represents unvested Incentive Units granted on December 15, 2022, that will vest in three equal installments on February 15, 2026, 2027 and 2028. (6)Represents unvested RSUs granted on December 2, 2024, that will vest in three equal installments on February 15, 2026, 2027 and 2028. (7)Represents unvested RSUs granted on December 15, 2022, that will vest in two equal installments on February 15, 2025 and 2026. (8)Represents unvested RSUs granted on December 1, 2023, that will vest in three equal installments on February 15, 2027, 2028 and 2029. (9)Represents unvested RSUs granted on December 15, 2021, that will vest on February 15, 2025.

  29. Option Exercises and Stock Vested in the 2024 Fiscal Year

    Option Exercises and Stock Vested in the 2024 Fiscal Year The following table sets forth certain information with respect to the vesting of Blue Owl Operating Group Units and RSUs in 2024, with respect to our NEOs. Amounts reflect the aggregate market values on vesting.

  30. Option Exercises and Stock Vested in the 2024 Fiscal Year

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Douglas I. Ostrover | 1,271,724 | 22,666,620(1) | | Marc S. Lipschultz | 1,271,724 | 22,666,620(1) | | Alan Kirshenbaum | 550,000 | 12,356,500(2) | | Neena Reddy | 123,743 | 2,084,086(3) | | Michael D. Rees | 1,645,352 | 29,120,487(4) | | Marc Zahr | 12,547,162 | 173,511,931(5) |

  31. Option Exercises and Stock Vested in the 2024 Fiscal Year

    (1)Represents quarterly grants of Incentive Units in an amount equal to 1.33% of the Management Fee Revenue earned with respect to the fourth quarter of 2023 and the first, second and third quarters of 2024, less base salary. Amounts related to the fourth quarter of 2024 were granted in February 2025, and therefore are not included in the table above. The Incentive Units granted were fully vested upon the date of grant but subject to a lock-up period of one year from the date of grant. For information on the related grant dates of these awards, please see the table above under “2024 Grants of Plan-Based Awards.” (2)Represents (i) 200,000 Incentive Units that vested on December 15, 2024, related to Incentive Units granted on January 12, 2022, that remain subject to a lock-up period of one year from the vesting date, and (ii) a discretionary grant of 350,000 Incentive Units on December 2, 2024, that was fully vested upon the date of grant but subject to a lock-up period of one year from the date of grant. (3)Represents (i) 3,452 Incentive Units that vested on February 15, 2024, related to Incentive Units granted on December 15, 2021, (ii) 7,200 RSUs that vested on February 15, 2024, related to RSUs granted on December 15, 2021, (iii) 13,091 RSUs that vested on February 15, 2024, related to RSUs granted on December 15, 2022, and (iv) 100,000 Incentive Units that vested on August 15, 2024, related to Incentive Units granted on October 22, 2021, that remain subject to a lock-up period of one year from the vesting date. (4)Represents quarterly grants of Incentive Units under the Rees Employment Agreement in respect of the fourth quarter of 2023 and the first, second and third quarters of 2024. Amounts related to the fourth quarter of 2024 were granted in February 2025, and therefore are not included in the table above. The Incentive Units granted were fully vested upon the date of grant but subject to a lock-up period of one year from the date of grant. For information on the related grant dates of these awards, please see the table above under “2024 Grants of Plan-Based Awards.” (5)Represents (i) 1,170,219 vested Incentive Units including quarterly grants of Incentive Units in an amount equal to 1.00% of the Management Fee Revenue earned with respect to the fourth quarter of 2023 and 1.33% of the Management Fee Revenue earned with respect to the first, second and third quarters of 2024, less base salary (amounts related to the fourth quarter of 2024 were granted in February 2025 and therefore are not included in the table above) that were fully vested upon the date of grant but subject to a lock-up period of one year from the date of grant, and (ii) the Second Earnout Units (as defined in the Merger Agreement) that vested and became payable on January 1, 2024 in Blue Owl Operating Group Units and Class C Shares.

  32. Pension Benefits

    Pension Benefits Our NEOs did not participate in or have account balances in qualified or nonqualified defined benefit plans sponsored by us. Our Board or senior management may elect to adopt qualified or nonqualified benefit plans in the future if they determine that doing so is in our best interest.

  33. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our NEOs did not participate in or have account balances in nonqualified defined contribution plans or other nonqualified deferred compensation plans maintained by us. The Board or senior management may elect to provide our NEOs and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interest.

  34. Potential Payments upon Termination or a Change in Control

    Potential Payments upon Termination or a Change in Control As described in the section titled “Narrative Description to the Summary Compensation Table and the Grant of Plan-Based Awards Table for the 2024 Fiscal Year – Written Agreements,” our NEOs have certain entitlements to payment upon termination. Under Messrs. Ostrover’s, Lipschultz’s and Rees’ Employment Agreements, in the event either of Messrs. Ostrover’s, Lipschultz’s or Rees’ employment had terminated as of the end of fiscal year 2024 for any reason other than (i) for cause or (ii) as a result of voluntary departure by such NEO prior to the fifth anniversary of the date of the Business Combination, (a) each of Messrs. Ostrover and Lipschultz would have been entitled to an annual amount equal to 1.33% of Management Fee Revenue (approximately $132,605,234 based on total GAAP management fees earned by Blue Owl in 2024) and (b) Mr. Rees would have been entitled to an amount equal to 30% of the GP Strategic Capital Aggregate Compensation Amount (as defined in the Rees Employment Agreement) (approximately $159,470,574 based on the relevant adjusted GAAP management fees earned by Blue Owl in 2024), in each case, during the five-year Non-Compete Restricted Period. In accordance with the terms of Mr. Kirshenbaum’s letter agreement described above, in the event Mr. Kirshenbaum’s employment had terminated for any reason, he would have been entitled to receive one year of base salary and health benefits and a lump sum cash payment of $1 million to be paid upon the one-year anniversary of such termination (approximately $1,523,822 based on his base salary and health benefits in 2024). Under Mr. Zahr's Employment Agreement, in the event his employment had terminated for any reason other than cause (and not due to his death or disability) as of the end of fiscal year 2024, he would have been entitled to receive his base salary and Additional Compensation until January 1, 2027 (approximately $53,042,094 based on his base salary and GAAP management fees earned by Blue Owl in 2024).

  35. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we determined that (i) the 2024 total compensation of Douglas I. Ostrover, our Co-Chief Executive Officer, of $23,912,432 was approximately 66 times the total compensation of our median employee in 2024 and (ii) the 2024 total compensation of Marc S. Lipschultz, our Co-Chief Executive Officer, of $23,881,675 was approximately 65 times the total compensation of our median employee in 2024. The total compensation of the median employee in 2024 was $364,951. We identified the median employee using the base salary, bonus and value of equity awards granted in fiscal year 2024 for all individuals, excluding our Co-Chief Executive Officers, who were employed by us on December 31, 2024. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we used for determining the Co-Chief Executive Officers’ compensation shown in the “2024 Summary Compensation Table.”

  36. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of Blue Owl. We do not use any financial performance measures to link compensation actually paid to our NEOs to the Company’s performance. Accordingly, pursuant to SEC rules, we have not included a “Company-Selected Measure” or a tabular list of performance measures. For more information about our executive compensation program, please refer to the “Compensation Discussion and Analysis” above.

  37. Pay Versus Performance

    | Year | Summary Compensation Table Total for | | Compensation Actually Paid for | | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss) ($ in Thousands) (6) | | | Mr. Ostrover (Co-PEO) ($)(1) | Mr. Lipschultz (Co-PEO) ($)(1) | Mr. Ostrover (Co-PEO) ($)(2) | Mr. Lipschultz (Co-PEO) ($)(2) | | | Total Stockholder Return ($)(4) | Peer Group Total Stockholder Return ($)(4)(5) | | | 2024 | 23,912,432 | 23,881,675 | 23,912,432 | 23,881,675 | 30,906,119 | 34,460,078 | 233 | 187 | 420,446 | | 2023 | 18,478,195 | 18,478,195 | 18,478,195 | 18,478,195 | 13,064,035 | 16,356,681 | 144 | 135 | 220,776 | | 2022 | 10,135,385 | N/A | 10,135,385 | N/A | 12,200,608 | 9,501,705 | 98 | 110 | (40,235) | | 2021 | 11,637,178 | N/A | 11,637,178 | N/A | 291,966,801 | 347,800,318 | 132 | 141 | (1,802,266) |

  38. Pay Versus Performance

    (1)In 2024 and 2023, our principal executive officers (“PEOs”) were Messrs. Ostrover and Lipschultz. In 2022 and 2021, our PEO was Mr. Ostrover. The dollar amounts represent the total compensation reported in the “Total” column of the “2024 Summary Compensation Table” for each applicable year. (2)The dollar amounts reported represent the amount of “compensation actually paid” to the PEOs and the average amount of “compensation actually paid” to the Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. See footnote (3) for the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year. The dollar amounts do not reflect the actual amount or average actual amount of compensation earned by or paid to the PEO or the Non-PEO NEOs during the applicable year. The adjustments in the table below were made to total compensation for each year to determine the compensation actually paid:

  39. Pay Versus Performance

    | Adjustments to Summary Compensation Table Totals to Determine Compensation Actually Paid | 2024 | | | | | Mr. Ostrover (Co-PEO) ($) | Mr. Lipschultz (Co-PEO) ($) | Average for Non-PEO NEOs ($) | | Total compensation as reported in the summary compensation table | 23,912,432 | 23,881,675 | 30,906,119 | | Deduction for fair value of awards granted during the covered year | (22,666,620) | (22,666,620) | (28,229,408) | | Fair value of awards granted in covered year that remain outstanding and unvested (value at end of year) | — | — | 13,470,442 | | Fair value as of vesting date for awards that were granted and vested during the year | 22,666,620 | 22,666,620 | 14,458,528 | | Change in fair value from end of prior year to vesting date for awards granted in prior years that vested during covered year | — | — | 560,329 | | Change in fair value from end of prior year to end of covered year for awards granted in prior years that were outstanding and unvested at end of covered year | — | — | 3,181,777 | | Dividends or other earnings paid on stock or options awards in the covered year prior to the vesting date that are not otherwise included in the total compensation for the covered year | — | — | 112,291 | | Compensation actually paid | 23,912,432 | 23,881,675 | 34,460,078 |

  40. Pay Versus Performance

    (3)During 2024, our non-PEO NEOs consisted of Messrs. Kirshenbaum, Rees, Zahr and Ms. Reddy. During 2023, our non-PEO NEOs consisted of Messrs. Kirshenbaum, Packer, Rees and Ward. During 2022, our non-PEO NEOs consisted of Messrs. Kirshenbaum, Lipschultz, Packer and Ward. During 2021, our non-PEO NEOs consisted of Messrs. Kirshenbaum, Rees, Ward and Zahr. The dollar amounts represent the average of the total compensation reported for non-PEO NEOs as a group (excluding our PEO for such year) in the “Total” column of the “2024 Summary Compensation Table” for each applicable year. (4)Total Stockholder Return and Peer Group Stockholder Return assumes $100 invested at December 31, 2020. (5)The peer group referenced for purposes of the Total Stockholder Return is the Dow Jones U.S. Asset Managers Index. (6)Represents the amount of consolidated net income (loss) reflected in our audited financial statements for each applicable fiscal year.

  41. Pay Versus Performance Comparative Disclosure

    Pay Versus Performance Comparative Disclosure As previously discussed, we do not use any financial performance measures to link compensation actually paid to our NEOs to the Company’s performance. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between the information presented in the table above. Compensation Actually Paid and Total Stockholder Returns We do not use total stockholder return as a performance measure in our overall executive compensation program, and, as a result, there is not a direct correlation between the amount of “compensation actually paid” to the PEOs and the average amount of “compensation actually paid” to the non-PEO NEOs as set forth in the table. As demonstrated in the table above, “compensation actually paid” to our PEOs and non-PEO NEOs directionally moved consistently with total stockholder returns for the Company and the peer group in 2024 compared to 2023, 2023 compared to 2022 and 2022 compared to 2021. Compensation Actually Paid and Net Income (Loss) We do not use GAAP consolidated net income (loss) as a performance measure in our overall executive compensation program, and, as a result, there is not a direct correlation between the amount of “compensation actually paid” to the PEOs and the average amount of “compensation actually paid” to the non-PEO NEOs as set forth in the table. As demonstrated in the table above, “compensation actually paid” to our PEOs and non-PEO NEOs directionally moved consistently with GAAP consolidated net income (loss) in 2024 compared to 2023 and 2023 compared to 2022. For 2022 compared to 2021, these amounts directionally moved in the opposite direction due to the accounting impacts of the Business Combination.

  42. COMPENSATION OF OUR DIRECTORS

    COMPENSATION OF OUR DIRECTORS Each director who is not an employee of any entity related to Blue Owl (“independent directors”) is entitled to an annual cash retainer of $150,000 per year for service as a member of the Board, members of the audit committee (other than its chair) are entitled to receive an additional cash retainer of $25,000 per year for committee service, and the chair of the audit committee is entitled to receive an additional cash retainer of $50,000 for his or her committee service. In addition, each independent director is entitled to an annual equity grant of RSUs that, during the fiscal year ended December 31, 2024, was increased, as of April 23, 2024, from $100,000 (based on a volume-weighted average share price leading up to the grant date, which amount will differ from the grant date fair value of such awards under ASC 718 presented in the table below) to $200,000, which fully vest in the year following the date of grant, subject to the Board member’s continued service on our Board. Members of the audit committee (other than its chair) are entitled to receive an additional cash retainer of $25,000 per year for committee service, and the chair of the audit committee is entitled to receive an additional cash retainer of $50,000 for his or her committee service. It is expected that directors affiliated with Neuberger will waive their right to any compensation payable pursuant to this program. We also reimburse independent directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including travel expenses in connection with their attendance in-person at Board and committee meetings. Directors who are employees of or provide services to (other than as a director) any entity related to Blue Owl Capital Inc. did not receive any compensation for their services as directors. The Board periodically reviews the compensation of the independent directors in order to ensure the appropriateness of the compensation program.

  43. 2024 Director Compensation Table

    2024 Director Compensation Table The following table contains information concerning the compensation paid in 2024 to non-employee directors and employee directors who were not NEOs. Messrs. Ostrover’s, Lipschultz’s, Rees’s and Zahr’s compensation is shown in the table entitled “2024 Summary Compensation Table” and the related tables that follow.

  44. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Claudia A. Holz | 200,000 | 192,809 | 392,809 | | Andrew S. Komaroff (3) | — | — | — | | Stacy Polley | 175,000 | 192,809 | 367,809 | | Dana Weeks | 175,000 | 192,809 | 367,809 |

  45. 2024 Director Compensation Table

    (1)On May 9, 2024, Mmes. Holz, Polley and Weeks each received equity grants of 10,887 RSUs pursuant to the 2021 Omnibus Plan, each of which vests, with certain limited exceptions, on May 15, 2025. Such grants relate to the $200,000 annual equity grant described above; however, amounts in this column represent the grant date fair value of such award computed in accordance with ASC 718. See Note 10 to our Financial Statements. (2)As of December 31, 2024, the aggregate number of unvested stock awards held by each of our non-employee directors was as follows: Ms. Polley: 10,887; Ms. Holz: 10,887; Ms. Weeks: 10,887. (3)No compensation is paid to Mr. Komaroff for his services as a director. In our 2024 fiscal year, Messrs. Packer and Ward served as directors and executive officers of the Company (but were not NEOs). Messrs. Packer and Ward have been omitted from the 2024 Director Compensation Table above because they did not receive any additional compensation for the services that they provided as directors.