DEF 14A of Blue Owl Capital Inc.
Filed Apr 17, 2026 · FY20250001823945-26-000017
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
Board Structure and the Nominees
Board Structure and the Nominees Our Board currently consists of ten directors, divided into three classes serving staggered three-year terms. Class II, Class III and Class I directors will serve until our annual meetings of stockholders in 2026, 2027 and 2028, respectively. At each annual meeting of stockholders, directors are elected to succeed the class of directors whose terms have expired. In connection with the Business Combination, we entered into an investor rights agreement (as amended, the “Investor Rights Agreement”) with the Principals, Neuberger and certain other parties 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. For additional information, see “Certain Relationships and Related Transactions—Investor Rights Agreement.” Each director holds office for the term for which they are elected and thereafter until their successor has been duly elected and qualified, or until their 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 our Certificate of Incorporation, 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. Holz and Messrs. Lipschultz and Rees for election as Class II directors (collectively, the “Nominees”), each to serve a three-year term expiring at our 2029 annual meeting of stockholders, once their respective successors have been duly elected and qualified or until their earlier resignation or removal. Our Certificate of Incorporation and amended and restated bylaws (our “Bylaws,” and together with our Certificate of Incorporation, 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 17, 2026, as well as the key experience, qualifications and skills they bring to the Board.
Directors and Nominees
Directors and Nominees
Directors and Nominees
| Name | Age | Director Class | Serving Since | Positions Held | | Jennifer Brouse | 38 | I | March 2025 | Director and Senior Managing Director | | Craig W. Packer | 59 | I | May 2021 | Director and Co-President | | Dana Weeks | 55 | I | May 2021 | Director* | | Claudia Holz | 68 | II | May 2021 | Director* | | Marc S. Lipschultz | 57 | II | May 2021 | Director and Co-Chief Executive Officer | | Michael D. Rees | 51 | II | May 2021 | Director and Co-President | | Andrew S. Komaroff | 57 | III | May 2021 | Director* | | Douglas I. Ostrover | 63 | III | May 2021 | Chairman of the Board, Co-Chief Executive Officer and Director | | Stacy Polley | 57 | III | May 2021 | Director* | | Marc Zahr | 46 | III | December 2021 | Director and Co-President |
Directors and Nominees
* Our Board has determined that this director is independent for purposes of the NYSE corporate governance listing requirements.
Nominees for Class II Directors (Terms expire at the 2026 Annual Meeting of Stockholders)
Nominees for Class II Directors (Terms expire at the 2026 Annual Meeting of Stockholders)
Independent Director
Independent Director
Independent Director
| | Claudia Holz is a certified public accountant in the State of New York. Ms. Holz previously served as an audit partner for KPMG, 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. |
Non-Independent Directors
Non-Independent Directors
Non-Independent Directors
| | Marc S. Lipschultz is Co-Chief Executive Officer of Blue Owl 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 previously served on the board of the Hess Corporation from December 2016 to July 2025 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 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. | |
Non-Independent Directors
| | Michael D. Rees is a Co-President of Blue Owl and a member of the Board. Mr. Rees is also the 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, he was an associate at Marakon Associates. 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 currently serves on the Board of Directors of The Feinstein Institutes for Medical Research of Northwell Health. Mr. Rees and the Rees family are proud supporters of the Rees Chancellor Scholarship program at the University of Pittsburgh, his undergraduate alma mater. Mr. Rees’s knowledge of and extensive experience in investment management, leveraged finance and financial services position him well to serve on the Board. | |
Non-Independent Directors
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES AS CLASS II DIRECTORS.
Continuing Directors
Continuing Directors Jennifer Brouse is a Senior Managing Director at Blue Owl, Chief Operating Officer of the GP Strategic Capital platform, a Senior Managing Director 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 joining Blue Owl, Ms. Brouse joined Dyal Capital in October 2017, the predecessor firm to Blue Owl’s GP Strategic Capital platform when it was a division of Neuberger Berman, and served as its Chief Financial Officer from 2019 to 2023. Prior to joining Dyal Capital, 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 financial, investment and operational expertise, in addition to her prior service as a director of the Company, 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. Douglas I. Ostrover is Co-Chief Executive Officer of Blue Owl 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. Craig W. Packer is a Co-President of Blue Owl 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 a Board Member for Wingspire Capital, a portfolio company of Blue Owl Capital Corporation, and as 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.
Continuing Directors
Stacy Polley is a senior advisor to Blackstone Inc., serving since March 2022, and strategic advisor to Deep Fission, Inc., serving since December 2025. Previously, Ms. Polley served as a partner of Goldman Sachs & Co., 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 & Co.’s Partnership Committee from 2008 to 2016 and was a founding member of Goldman Sachs & Co.’s 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. Dana Weeks is the Chief Executive Officer and Co-Founder of MedTrans Go, a healthcare technology start-up based in Atlanta, GA. Prior to starting MedTrans Go, Ms. Weeks was President and Co-Founder of the Black Angel Tech Foundation. Ms. Weeks has also held positions at AT&T, Cingular, Pfizer, and in several innovative entrepreneurial ventures. Ms. Weeks is a Trustee and Board Vice Chair of The Westminster Schools of Atlanta, Co-Chair of the Access Georgia Foundation Board, Co-Chair of the Atlanta Chapter of Jack and Jill Foundation, and a Board Member for the Wellstar Hospital 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. Marc Zahr is a Co-President of Blue Owl 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 Blue Owl Digital Infrastructure Trust, a private placement REIT, and serves as the Co-Chairman of the Board of Trustees of Store Capital, a private placement 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 continuing directors.
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 enhance our operations; find and develop relationships with investors and other sources of capital; and provide other services essential to our continued success. Our compensation philosophy has several primary objectives: (i) to attract, motivate and retain talented and experienced executives in our industry; (ii) to reward executives whose knowledge, skills and performance are critical to our success; (iii) to align executives’ interests with our investors and stockholders; (iv) to foster a shared commitment among executives by aligning their individual goals with the goals of our company; (v) to compensate our executives in a manner that incentivizes them to manage our business to meet our long-term objectives; and (vi) to reinforce our culture and values. One of our most important values is our “one-firm” approach with shared responsibility and success. Accordingly, compensation is based on both our performance as a whole and an individual’s contributions. In addition, we conduct an evaluation of each employee’s contribution to the Company at least annually, including their commitment to our 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, providing 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 individual 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 that supports our mission and values. We believe our program 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 the compensation of our NEOs in 2025. We also do not formally benchmark or set the compensation of our NEOs by reference to the compensation of a specific peer group.
Cash Bonus Payments
Cash Bonus Payments Our senior management has authority to award cash bonuses to our NEOs at various times during the year. These cash bonuses are intended to provide incentive compensation by rewarding the achievement of corporate and individual performance objectives. All cash bonuses are subject to annual review by senior management. We believe that offering cash bonus opportunities helps us attract and retain qualified, highly skilled executives. These bonuses are designed to reward executives who have a positive impact on our results. The bonuses for 2025 are described in more detail below. Mr. Kirshenbaum received discretionary cash bonus payments for his performance in 2025. The discretionary cash bonus awarded to Mr. Kirshenbaum recognizes his individual contributions to our overall goals and performance, both for the Company as a whole and in his respective area of responsibility. Factors that were included in determining the size of the award include Mr. Kirshenbaum’s accomplishments in driving our results, his leadership and management of his team and our overall performance. Comparisons were made to prior-year performance, to our other senior professionals, and to compensation levels commensurate within our industry, with the intention to reward, motivate and retain Mr. Kirshenbaum.
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 granted equity-based compensation in the form of profits interests (“Incentive Units”) to our NEOs. 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 2025, 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). 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, we amended and restated the Amended and Restated Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan (as amended, the “2021 Omnibus Plan”), which consisted of certain administrative changes to reflect the Internal Reorganization. The 2021 Omnibus Plan allows for the grant of equity incentives, including restricted share units (“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”), an entity established for the benefit of certain of our management employees, by Blue Owl Holdings. Incentive Units Under the 2021 Omnibus Plan, the recipients of Incentive Units are entitled, through Blue Owl MV, to receive distributions from Blue Owl Holdings in accordance with the terms and subject to any restrictions set forth in the applicable limited partnership agreements for Blue Owl Holdings and Blue Owl MV. Incentive Units are currently counted against the share limit under the 2021 Omnibus Plan on a 1.00:1.00 basis; however, 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. In 2025, the Company awarded Incentive Units to Messrs. Ostrover, Lipschultz, Packer, Rees and Zahr. All of these Incentive Units were fully vested upon the date of the grant, subject to a one-year lock-up period from the date of grant. Following the expiration of the one-year holding requirement and the attainment of required capital account thresholds, these Incentive Units are settled by the delivery of an equal number of Common Units of Blue Owl Holdings and Class C Shares. Common Units of Blue Owl Holdings 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. Alternatively, at the election of an exchange committee of Blue Owl GP, the holder may receive a cash payment equal to the five-day volume weighted average price of our Class A Shares immediately prior to the applicable exchange date. For Messrs. Ostrover, Lipschultz, Rees and Zahr, the amounts presented in the Summary Compensation Table for 2025 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 2024 granted in February 2025 and the first three quarters of 2025. Amounts related to the fourth quarter of 2025 were granted in February 2026, and therefore are not included in the table. For Mr. Packer, such grants were discretionary and in relation to his performance in 2025.
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.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table summarizes the total compensation paid to or earned by each of our NEOs in 2025, 2024 and 2023.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Douglas I. Ostrover | 2025 | 500,000 | — | 27,994,188 | 742,867 | 29,237,055 | | Co-Chief Executive Officer | 2024 | 500,000 | — | 22,666,620 | 745,812 | 23,912,432 | | | 2023 | 500,000 | — | 17,304,596 | 673,599 | 18,478,195 | | Marc S. Lipschultz | 2025 | 500,000 | — | 27,994,188 | 725,042 | 29,219,230 | | Co-Chief Executive Officer | 2024 | 500,000 | — | 22,666,620 | 715,055 | 23,881,675 | | | 2023 | 500,000 | — | 17,304,596 | 673,599 | 18,478,195 | | Alan Kirshenbaum | 2025 | 500,000 | 4,500,000 | — | 134,650 | 5,134,650 | | Chief Financial Officer | 2024 | 500,000 | 4,500,000 | 42,241,500 | 135,663 | 47,377,163 | | | 2023 | 500,000 | 4,500,000 | 2,534,240 | 119,772 | 7,654,012 | | Craig W. Packer | 2025 | 500,000 | — | 22,008,674 | 209,539 | 22,718,213 | | Co-President | 2024 | 500,000 | — | 11,229,003 | 214,349 | 11,943,352 | | | 2023 | 500,000 | — | 12,955,151 | 189,334 | 13,644,485 | | Michael D. Rees | 2025 | 500,000 | — | 25,894,601 | 230,553 | 26,625,154 | | Co-President | 2024 | 500,000 | — | 29,120,487 | 233,663 | 29,854,150 | | | 2023 | 500,000 | — | 17,612,511 | 216,395 | 18,328,906 | | Marc Zahr | 2025 | 500,000 | — | 27,994,188 | 507,436 | 29,001,624 | | Co-President | 2024 | 500,000 | — | 20,947,125 | 500,019 | 21,947,144 |
2025 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 2025, the amounts represent quarterly awards of Incentive Units granted in respect of quarterly payments earned under their respective employment agreements. The reported amounts reflect the aggregate grant date fair value under ASC 718 and may not correspond to the actual value that will ultimately be recognized by the NEOs. Awards related to the fourth quarter of 2025 were granted in February 2026 and, therefore, are not included in the table above. With respect to Mr. Packer for 2025, the amounts represent discretionary grants of Incentive Units. For additional information, see the table below and Note 10 to our Financial Statements. (3)For 2025, represents (i) with respect to Mr. Ostrover, $697,446 for wealth management services, $27,396 for supplemental medical insurance provided to certain executives and $17,825 for rent for personal office space; (ii) with respect to Mr. Lipschultz, $697,446 for wealth management services and $27,396 for supplemental medical insurance provided to certain executives; (iii) with respect to Mr. Kirshenbaum, $115,178 for wealth management services and $19,272 for supplemental medical insurance provided to certain executives; (iv) with respect to Mr. Packer, $181,943 for wealth management services and $27,396 for supplemental medical insurance provided to certain executives; (v) with respect to Mr. Rees, $230,353 for wealth management services; and (vi) with respect to Mr. Zahr, $500,000 for wealth management services and $7,236 for parking. These amounts also include $200 for each NEO related to coverage provided for identity theft monitoring.
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards to our NEOs in 2025. These amounts reflect the aggregate grant date fair values calculated under ASC 718 and may not correspond to the actual value that will be recognized by the recipients.
2025 Grants of Plan-Based Awards
| | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | | | | Douglas I. Ostrover | 2/13/2025(1) | 374,602 | 8,162,577 | | | 5/8/2025(1) | 376,549 | 6,367,444 | | | 8/7/2025(1) | 369,021 | 6,742,014 | | | 11/6/2025(1) | 470,739 | 6,722,153 | | Marc S. Lipschultz | 2/13/2025(1) | 374,602 | 8,162,577 | | | 5/8/2025(1) | 376,549 | 6,367,444 | | | 8/7/2025(1) | 369,021 | 6,742,014 | | | 11/6/2025(1) | 470,739 | 6,722,153 | | Craig W. Packer | 2/13/2025(2) | 168,528 | 3,672,225 | | | 5/8/2025(2) | 347,847 | 5,882,093 | | | 8/7/2025(2) | 341,345 | 6,236,373 | | | 11/6/2025(2) | 435,433 | 6,217,983 | | Michael D. Rees | 2/13/2025(3) | 25,500 | 555,645 | | | 5/8/2025(3) | 504,362 | 8,528,761 | | | 8/7/2025(3) | 474,359 | 8,666,539 | | | 11/6/2025(3) | 570,284 | 8,143,656 | | Marc Zahr | 2/13/2025(1) | 374,602 | 8,162,577 | | | 5/8/2025(1) | 376,549 | 6,367,444 | | | 8/7/2025(1) | 369,021 | 6,742,014 | | | 11/6/2025(1) | 470,739 | 6,722,153 |
2025 Grants of Plan-Based Awards
(1)Represents quarterly grants of Incentive Units in an amount equal to 1.33% of the Management Fee Revenue (as defined in each executive officer’s respective Employment Agreement) earned with respect to the fourth quarter of 2024 and first, second and third quarters of 2025, less base salary. Amounts related to the fourth quarter of 2025 were granted in February 2026 and, therefore, are not included in the table above. The Incentive Units granted were fully vested upon the date of grant but are subject to a one-year lock-up period. (2)Represents discretionary quarterly grants of Incentive Units that were fully vested upon the date of grant but are subject to a one-year lock-up period. (3)Represents Incentive Units granted in respect of the quarterly payment with respect to the fourth quarter of 2024 and the first, second and third quarters of 2025 earned under the Rees Employment Agreement (as defined below). Amounts related to the fourth quarter of 2025 were granted in February 2026 and, therefore, are not included in the table above. The Incentive Units granted were fully vested upon the date of grant but are subject to a one-year lock-up period.
Narrative Description to the Summary Compensation Table and the Grants of Plan-Based Awards Table for the 2025 Fiscal Year
Narrative Description to the Summary Compensation Table and the Grants of Plan-Based Awards Table for the 2025 Fiscal Year
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End The following table sets forth the number of Incentive Units, as well as the market value of such Incentive Units, outstanding for our NEOs as of December 31, 2025. The dollar amounts shown in the table below do not reflect the value of compensation actually received by the NEOs.
Outstanding Equity Awards at 2025 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 ($) | | Alan Kirshenbaum | 200,000 | 2,556,000(1) | | | 1,400,000 | 16,152,500(2) |
Outstanding Equity Awards at 2025 Fiscal Year End
(1)Represents unvested Incentive Units granted on January 12, 2022, that will vest on December 15, 2026. (2)Represents unvested Incentive Units granted on December 2, 2024, that will vest in four equal installments on December 15, 2026, 2027, 2028 and 2029.
Option Exercises and Stock Vested in the 2025 Fiscal Year
Option Exercises and Stock Vested in the 2025 Fiscal Year The following table sets forth certain information with respect to the vesting of Incentive Units in 2025, with respect to our NEOs. Amounts reflect the aggregate market values on vesting.
Option Exercises and Stock Vested in the 2025 Fiscal Year
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Douglas I. Ostrover | 1,590,911 | 27,994,188(1) | | Marc S. Lipschultz | 1,590,911 | 27,994,188(1) | | Alan Kirshenbaum | 550,000 | 7,832,000(2) | | Craig W. Packer | 1,293,153 | 22,008,674(3) | | Michael D. Rees | 1,574,505 | 25,894,601(4) | | Marc Zahr | 1,590,911 | 27,994,188(1) |
Option Exercises and Stock Vested in the 2025 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 2024 and the first, second and third quarters of 2025, less base salary. Amounts related to the fourth quarter of 2025 were granted in February 2026 and, therefore, are not included in the table above. The Incentive Units granted were fully vested upon the date of grant but are subject to a one-year lock-up period. For information on the related grant dates of these awards, see the table above under “2025 Grants of Plan-Based Awards.” (2)Represents (i) 200,000 Incentive Units that vested on December 15, 2025, related to Incentive Units granted on January 12, 2022, that remain subject to a one-year lock-up period from the vesting date, and (ii) 350,000 Incentive Units that vested on December 15, 2025, related to Incentive Units granted on December 2, 2024, that remain subject to a one-year lock-up period from the vesting date. (3)Represents discretionary quarterly grants of Incentive Units that were fully vested upon the date of grant but are subject to a one-year lock-up period. For information on the related grant dates of these awards, see the table above under “2025 Grants of Plan-Based Awards.” (4)Represents Incentive Units granted in respect of the quarterly payment with respect to the fourth quarter of 2024 and the first, second and third quarters of 2025 earned under the Rees Employment Agreement. Amounts related to the fourth quarter of 2025 were granted in February 2026 and, therefore, are not included in the table above. The Incentive Units granted were fully vested upon the date of grant but are subject to a one-year lock-up period. For information on the related grant dates of these awards, see the table above under “2025 Grants of Plan-Based Awards.”
Pension Benefits
Pension Benefits Our NEOs did not participate in, nor do they have account balances in, any 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.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation Our NEOs did not participate in, nor do they have account balances in, any 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.
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 2025 Fiscal Year—Written Agreements,” certain NEOs have entitlements to payment upon termination. Under the Employment Agreements for Messrs. Ostrover, Lipschultz and Rees, if the employment of any of these individuals had terminated as of the end of our 2025 fiscal year for any reason other than (i) for cause or (ii) voluntary departure prior to May 19, 2026 (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 $167,708,834 based on our total GAAP management fees in 2025) 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 $178,106,858 based on the relevant adjusted GAAP management fees earned by us in 2025), in each case, during the five-year Non-Compete Restricted Period. In accordance with Mr. Kirshenbaum’s letter agreement, if his employment had terminated for any reason, he would have been entitled to receive one year of base salary and health benefits, as well as a lump sum cash payment of $1,000,000 to be paid upon the one-year anniversary of such termination (approximately $1,519,272 based on his base salary and health benefits in 2025). Under Mr. Zahr's Employment Agreement, if his employment had terminated for any reason other than cause (and not due to his death or disability) as of the end of our 2025 fiscal year, he would have been entitled to receive his base salary and Additional Compensation until January 1, 2027 (approximately $33,541,767 based on his base salary and our total GAAP management fees in 2025).
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 2025 total compensation of Mr. Ostrover, our Co-Chief Executive Officer, was $29,237,055, which was approximately 84 times the total compensation of our median employee in 2025; and (ii) the 2025 total compensation of Mr. Lipschultz, our Co-Chief Executive Officer, was $29,219,230, which was approximately 84 times the total compensation of our median employee in 2025. The total compensation of the median employee in 2025 was $346,350. We identified the median employee by considering base salary, bonus and the value of equity awards granted during our 2025 fiscal year for all individuals employed by us on December 31, 2025, excluding our Co-Chief Executive Officers. No cost-of-living adjustments or de minimis exemptions were applied. After identifying the median employee, we calculated that employee’s annual total compensation using the same methodology used to determine the compensation of our Co-Chief Executive Officers, as presented in the “2025 Summary Compensation Table.”
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation actually paid (as defined by SEC rules) and certain of our financial performance measures. We do not use any financial performance measures to link compensation actually paid to our NEOs to our performance. Accordingly, pursuant to SEC rules, we have not included a “Company-Selected Measure” or a tabular list of performance measures. For additional information regarding our executive compensation program, please refer to the “Compensation Discussion and Analysis” section above.
Pay Versus Performance
| Year | Summary Compensation Table Total for | | Compensation Actually Paid for | | Average Summary Compensation Table Total for Non-PEO NEOs ($)(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) | | | 2025 | 29,237,055 | 29,219,230 | 29,237,055 | 29,219,230 | 20,869,910 | 17,232,811 | 156 | 196 | 305,487 | | 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) |
Pay Versus Performance
(1)In 2025, 2024 and 2023, our co-PEOs were Messrs. Ostrover and Lipschultz. In 2022 and 2021, our PEO was Mr. Ostrover. The dollar amounts presented represent the total compensation reported in the “Total” column of the “Summary Compensation Table” for each applicable fiscal 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 calculated in accordance with Item 402(v) of Regulation S-K. Please refer to footnote (3) for the list of Non-PEO NEOs included in the calculation of average amounts for each applicable year. These dollar amounts do not reflect the actual amount or average actual amount of compensation earned by or paid to the PEOs or the Non-PEO NEOs during the applicable year. The adjustments detailed in the table below were made to total compensation for each year to determine the “compensation actually paid”:
Pay Versus Performance
| Adjustments to Summary Compensation Table Totals to Determine Compensation Actually Paid | 2025 | | | | | Mr. Ostrover (Co-PEO) ($) | Mr. Lipschultz (Co-PEO) ($) | Average for Non-PEO NEOs ($) | | Total compensation as reported in the summary compensation table | 29,237,055 | 29,219,230 | 20,869,910 | | Deduction for fair value of awards granted during the covered year | (27,994,188) | (27,994,188) | (18,974,366) | | Fair value of awards granted in covered year that remain outstanding and unvested (value at end of year) | — | — | — | | Fair value as of vesting date for awards that were granted and vested during the year | 27,994,188 | 27,994,188 | 18,974,366 | | Change in fair value from end of prior year to vesting date for awards granted in prior years that vested during covered year | — | — | (925,375) | | 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 | — | — | (2,886,125) | | 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 | — | — | 174,401 | | Compensation actually paid | 29,237,055 | 29,219,230 | 17,232,811 |
Pay Versus Performance
(3)During 2025, our non-PEO NEOs consisted of Messrs. Kirshenbaum, Packer, Rees and Zahr. 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 presented represent the simple average of the total compensation reported for the non-PEO NEOs as a group (excluding the PEO(s) for each respective year) in the “Total” column of the “Summary Compensation Table” for each applicable fiscal year. (4)Total stockholder return (“TSR”) and our peer group’s TSR assumes $100 invested at December 31, 2020. (5)The peer group referenced for purposes of the peer group TSR 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.
Pay Versus Performance Comparative Disclosure
Pay Versus Performance Comparative Disclosure We do not use TSR or GAAP consolidated net income (loss) as performance measures in our overall executive compensation program. As a result, there is not a causal relationship between these performance measures and the amount of “compensation actually paid” to the PEOs and the non-PEO NEOs. Nevertheless, as required by Item 402(v)(5)(iv) of Regulation S-K, we are providing a comparison of “compensation actually paid,” our TSR, our peer group’s TSR and our GAAP consolidated net income (loss). As demonstrated in the first table under the heading “Pay Versus Performance,” PEO “compensation actually paid” decreased from 2021 to 2022, and then increased each year from 2022 through 2025. Average “compensation actually paid” to non-PEO NEOs decreased from 2021 to 2022, increased each year from 2022 through 2024, and then decreased from 2024 to 2025. Our TSR decreased from 2021 to 2022, increased each year from 2022 through 2024, and then decreased from 2024 to 2025. Our peer group’s TSR decreased from 2021 to 2022, and then increased each year from 2022 through 2025. GAAP consolidated net income (loss) increased each year from 2021 through 2024, then decreased in 2025.
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 for service as a member of the Board. Members of the audit committee (other than its chair) receive an additional cash retainer of $25,000 per year for committee service, and the chair of the audit committee receives an additional cash retainer of $50,000 per year for committee service. In addition, each independent director is entitled to an annual equity grant of RSUs with a value of $200,000 (based on a volume-weighted average share price leading up to the grant date, which may differ from the grant date fair value of such award under ASC 718 as presented in the table below). These equity awards fully vest one year following the date of grant, subject to the director’s continued service on the Board. Directors affiliated with Neuberger are expected to waive their right to any compensation payable under this program. We also reimburse independent directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including travel expenses related to their in-person attendance at Board and committee meetings. Directors who are employees of, or provide services to (other than as a director), any entity related to Blue Owl do not receive any additional compensation for their services as directors. The Board periodically reviews the compensation of independent directors to ensure the appropriateness of the compensation program.
2025 Director Compensation Table
2025 Director Compensation Table The following table contains information concerning the compensation paid in 2025 to non-employee directors and employee directors who were not executive officers.
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | | Jennifer Brouse(4) | — | 2,499,582 | 2,892,473 | 5,392,055 | | Claudia A. Holz | 200,000 | 187,675 | — | 387,675 | | Andrew S. Komaroff(5) | — | — | — | — | | Stacy Polley | 175,000 | 187,675 | — | 362,675 | | Dana Weeks | 175,000 | 187,675 | — | 362,675 |
2025 Director Compensation Table
(1)On May 8, 2025, Mmes. Holz, Polley and Weeks each received equity grants of 10,905 RSUs pursuant to the 2021 Omnibus Plan. These RSUs vest, with certain limited exceptions, on May 15, 2026. These grants relate to the $200,000 annual equity grant described above; however, the amounts in this column represent the grant date fair value of such awards, computed in accordance with ASC 718. For Ms. Brouse, the amount in this column represents the grant date fair value, computed in accordance with ASC 718, of the following equity awards granted on December 9, 2025, pursuant to the 2021 Omnibus Plan: (i) 29,649 Incentive Units that were fully vested upon the date of grant but are subject to a one-year lock-up period from the date of grant, and (ii) 146,617 RSUs that will vest in three equal installments on February 15, 2027, 2028 and 2029. For additional information, see Note 10 to our Financial Statements. (2)As of December 31, 2025, the aggregate number of unvested stock awards held by each of our non-executive officer directors was as follows: Ms. Brouse: 178,306 RSUs and 50,000 Incentive Units; Ms. Polley: 10,905 RSUs; Ms. Holz: 10,905 RSUs; Ms. Weeks: 10,905 RSUs. (3)Amount for Ms. Brouse reflects her base salary of $350,000 and a discretionary cash bonus of $2,542,473. (4)Reflects the compensation Ms. Brouse received for her service as an employee. No additional compensation was paid to Ms. Brouse for her service as a director. (5)No compensation was paid to Mr. Komaroff for his service as a director. The compensation of Messrs. Ostrover, Lipschultz, Packer, Rees and Zahr is presented in the “2025 Summary Compensation Table” and the related tables that follow. In 2025, Mr. Ward served as both an executive officer and director until his resignation from the Board on February 26, 2025; however, he was not a NEO during that time, nor would have been a NEO had he served as an executive officer through the end of the year. Mr. Ward has been omitted from the table above because he did not receive any additional compensation for his service as a director.