Blue Owl Capital Inc DEF 14A, filed Apr 26, 2024

Blue Owl Capital Inc. (OWL)

DEF 14A 2024-04-26 For: 2024-06-13

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Added on June 12, 2026

About this DEF 14A

Blue Owl Capital Inc filed this DEF 14A on April 26, 2024.

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TIME	9:30 a.m. Eastern Time
VIRTUAL MEETING DETAILS	www.virtualshareholdermeeting.com/OWL2024
ITEMS OF BUSINESS	(1)	To elect the existing Class III Directors for three-year terms expiring at the 2027 Annual Meeting of Stockholders once their respective successors have been duly elected and qualified or until their earlier resignation or removal (Proposal 1).
	(2)	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for our 2024 fiscal year (Proposal 2).
	(3)	To approve the Amended and Restated Blue Owl Capital Inc. 2021 Equity Incentive Plan (Proposal 3).
	(4)	To transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof.
RECORD DATE	You are entitled to vote only if you were a stockholder of record at the close of business on April 19, 2024.
PROXY VOTING	It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to vote online at www.proxyvote.com or via telephone by calling (800) 690-6903, or to complete and return a proxy card (no postage is required).


			Page
LETTER TO STOCKHOLDERS FROM OUR CHAIRMAN OF THE BOARD			2
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS			3
SELECTED DEFINITIONS			5
PROPOSAL 1: ELECTION OF DIRECTORS			11
CORPORATE GOVERNANCE AND OTHER BOARD INFORMATION			14
EXECUTIVE OFFICERS			20
COMPENSATION DISCUSSION AND ANALYSIS			24
COMPENSATION OF OUR DIRECTORS			36
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			37
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			42
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			50
PRINCIPAL ACCOUNTANT FEES AND SERVICES			51
AUDIT COMMITTEE REPORT			52
PROPOSAL 3: APPROVAL OF THE AMENDED AND RESTATED BLUE OWL CAPITAL INC. 2021 EQUITY INCENTIVE PLAN			53
STOCKHOLDER NOMINATIONS AND PROPOSALS FOR THE 2025 ANNUAL MEETING			61
ANNUAL REPORT AVAILABLE			62
HOUSEHOLDING OF PROXY MATERIALS			63
COST OF PROXY STATEMENT			64
OTHER MATTERS			65
ANNEX A —AMENDED AND RESTATED BLUE OWL CAPITAL INC. 2021 OMNIBUS EQUITY INCENTIVE PLAN			66


Annual Report						Refers to our annual report filed with the SEC on Form 10-K on February 23, 2024.







our BDCs						Refers to our business development companies, as regulated under the Investment Company Act of 1940, as amended: Blue Owl Capital Corporation (NYSE: OBDC), Blue Owl Capital Corporation II, Blue Owl Capital Corporation III (NYSE: OBDE), Blue Owl Technology Finance Corp., Blue Owl Technology Finance Corp. II, Blue Owl Credit Income Corp. and Blue Owl Technology Income Corp.

Blue Owl, the Company, the firm, we, us, and our						Refers to the Registrant and its consolidated subsidiaries.

Blue Owl Carry						Refers to Blue Owl Capital Carry LP.

Blue Owl GP						Refers collectively to Blue Owl Capital GP Holdings LLC and Blue Owl Capital GP LLC, which are directly or indirectly wholly owned subsidiaries of the Registrant that hold the Registrants interests in the Blue Owl Operating Partnerships.

Blue Owl Holdings						Refers to Blue Owl Capital Holdings LP.

Blue Owl Operating Group Units						Refers collectively to a unit in each of the Blue Owl Operating Partnerships.

Blue Owl Operating Partnerships						Refers collectively to Blue Owl Carry and Blue Owl Holdings.

Business Combination						Refers to the transactions contemplated by the business combination agreement dated as of December 23, 2020 (as the same has been or may be amended, modified, supplemented or waived from time to time), by and among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC, which transactions were completed on May 19, 2021.

Class A Shares						Refers to the Class A common stock, par value $0.0001 per share, of the Registrant.

Class B Shares						Refers to the Class B common stock, par value $0.0001 per share, of the Registrant.

Class C Shares						Refers to the Class C common stock, par value $0.0001 per share, of the Registrant.

Class D Shares						Refers to the Class D common stock, par value $0.0001 per share, of the Registrant.

Class E Shares						Refers to the Class E common stock, par value $0.0001 per share, of the Registrant. There are no longer any Class E Shares issued or outstanding.

Credit						Refers to our Credit platform that offers private credit solutions to middle-market companies through our investment strategies: diversified lending, technology lending, first lien lending, opportunistic lending. Our Credit platform also includes our adjacent investment strategy, liquid credit, which focuses on the management of collateralized loan obligations (“CLOs”), and other investment strategies (e.g. strategic equity and healthcare opportunities).

Credit Advisers						Refers to Blue Owl Credit Advisors LLC (f/k/a Owl Rock Capital Advisors LLC), Blue Owl Credit Private Fund Advisors LLC (f/k/a Owl Rock Capital Private Funds Advisors LLC), Blue Owl Diversified Credit Advisors LLC (f/k/a Owl Rock Diversified Advisors LLC), Blue Owl Technology Credit Advisors LLC (f/k/a Owl Rock Technology Advisors LLC), Blue Owl Technology Credit Advisors LLC II (f/k/a Owl Rock Technology Advisors II, LLC), Blue Owl Strategic Equity Advisors LLC, Blue Owl Strategic Equity Partners Advisors LLC and Blue Owl Healthcare Opportunities Advisors LLC, each of which is registered as an investment adviser with the SEC.

Financial Statements						Refers to our consolidated and combined financial statements included in our Annual Report.



GP Strategic Capital						Refers to our GP Strategic Capital platform that primarily focuses on acquiring equity stakes in, and providing debt financing to, large, multi-product private equity and private credit firms through two existing investment strategies: GP minority stakes and GP debt financing, and also includes our professional sports minority stakes strategy.

Neuberger						Refers to Neuberger Berman Group LLC, a Delaware limited liability company.

NYSE						Refers to the New York Stock Exchange.

Oak Street						Refers to the investment advisory business of Blue Owl Real Estate Capital LLC (f/k/a Oak Street Real Estate Capital, LLC) that was acquired in the Oak Street Acquisition.


Oak Street Acquisition						Refers to the acquisition of Oak Street completed on December 29, 2021.

Our products						Refers to the products that we manage, including our BDCs, private funds, CLOs, managed accounts and real estate investment trusts.

Owl Rock						Refers collectively to the combined businesses of Owl Rock Capital Group LLC and Blue Owl Securities LLC (f/k/a Owl Rock Capital Securities LLC), which was the predecessor of Blue Owl for accounting and financial reporting purposes.



Principals						Refers to our founders and senior members of management who hold, or in the future may hold, Class B Shares and Class D Shares. Class B Shares and Class D Shares collectively represent 80% of the total voting power of all shares.

Real Estate						Refers, unless context indicates otherwise, to our Real Estate platform that primarily focuses on providing investors with predictable current income, and potential for appreciation, while focusing on limiting downside risk through a unique net lease strategy.

Registrant						Refers to Blue Owl Capital Inc.

SEC						Refers to the U.S. Securities and Exchange Commission.

Tax Receivable Agreement or TRA						Refers to the Amended and Restated Tax Receivable Agreement, dated as of October 22, 2021, as amended by Amendment No. 1 to Amended and Restated Tax Receivable Agreement, dated as of February 21, 2024, as may be further amended from time to time by and among the Registrant, Blue Owl Capital GP LLC, the Blue Owl Operating Partnerships and each of the Partners (as defined therein) party thereto.


Name	Age	Serving Since	Position
Douglas I. Ostrover	61	May 2021	Chairman of the Board, Co-Chief Executive Officer and Director
Marc S. Lipschultz	55	May 2021	Co-Chief Executive Officer and Director
Alan Kirshenbaum	52	May 2021	Chief Financial Officer
Andrew Laurino	48	May 2021	Senior Managing Director
Craig W. Packer	57	May 2021	Co-President and Director
Andrew R. Polland	49	May 2021	Chief Operating Officer
Neena A. Reddy	46	May 2021	General Counsel and Secretary
Michael D. Rees	49	May 2021	Co-President and Director
Sean Ward	45	May 2021	Senior Managing Director and Director
Marc Zahr	44	December 2021	Co-President and Director


			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 of directors of the Company 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. We believe Mr. Komaroff’s extensive experience and leadership in the asset management industry position him well to serve on the 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, as well as fintech startup Bumped, where she has served since January 2021. She has also served on the board of New York City Center since September 2012. She has served on the board of directors of the Company 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. We believe 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.


			Douglas I. Ostrover is Co-Chief Executive Officer of Blue Owl Capital Inc., a member of the firm’s Executive Committee, and the chairman of the firm’s board of directors. 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 to Blue Owl. 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. We believe 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.


			Marc Zahr is a Co-President of Blue Owl Capital Inc., a member of the firm’s Executive Committee, and a member of the firm’s board of directors. Mr. Zahr is also the Head of the Real Estate platform, where he manages and oversees the Real Estate 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 on the Board of Trustees of Store Capital, a private REIT. Previously, Mr. Zahr founded Oak Street, the predecessor firm to Blue Owl’s Real Estate 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. We believe Mr. Zahr’s experience and leadership from the founding of Oak Street and his management experience and history with the Real Estate division of Blue Owl gives our Board valuable industry-specific knowledge and expertise on these and other matters.


			Marc S. Lipschultz is Co-Chief Executive Officer of Blue Owl Capital Inc., a member of the firm’s Executive Committee, and a member of the firm’s board of directors. 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 to Blue Owl. 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 real assets. 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.


			Alan Kirshenbaum is the Chief Financial Officer of Blue Owl Capital Inc., a member of the firm’s Executive Committee, and Co-Chair of the firm’s Operating Committee. Prior to joining Owl Rock, the predecessor firm to Blue Owl’s Credit platform, Mr. Kirshenbaum was Chief Financial Officer of Sixth Street Specialty Lending, a BDC traded on the NYSE (“TSLX”). Mr. Kirshenbaum was responsible for building and overseeing TSLX’s finance, treasury, accounting, and operations functions from 2011 through 2015, including during its initial public offering in March 2014. From 2011 to 2013, Mr. Kirshenbaum was the Chief Financial Officer of TPG Special Situations Partners. Prior to joining TPG, Mr. Kirshenbaum was the Chief Financial Officer of Natsource, a private investment firm and, prior to that, Managing Director, Chief Operating Officer, and Chief Financial Officer of MainStay Investments. Mr. Kirshenbaum joined Bear Stearns Asset Management (“BSAM”) in 1999 and was BSAM’s Chief Financial Officer from 2003 to 2006. Before joining
BSAM, Mr. Kirshenbaum worked in public accounting at KPMG and J.H. Cohn. Mr. Kirshenbaum is actively involved in a variety of non-profit organizations, including the Boy Scouts of America and the Jewish Federation of Greater MetroWest NJ. He also is a member of the Georgia Tech University Parent Board and Seton Hall Parents Leadership Council. Mr. Kirshenbaum received an MBA from New York University Stern School of Business and a BS from Rutgers University.


			Andrew Laurino is a Senior Managing Director of Blue Owl Capital Inc. and a member of the firm’s Executive Committee. Mr. Laurino also serves as a member of GP Strategic Capital Investment Team. Prior to joining Dyal Capital, the predecessor firm to Blue Owl’s GP Strategic Capital platform, Mr. Laurino provided strategic and financing advice to leading alternative asset managers at a number of firms, including Tiger Bay Advisors, Credit Suisse, and Lehman Brothers. Earlier in his career, he was an M&A advisor at Lehman Brothers, Compass Advisors, and Prudential Securities. Mr. Laurino received a BS in Foreign Service with a concentration in International Economics from the Edmund A. Walsh School of Foreign Service at Georgetown University.


			Craig W. Packer is a Co-President of Blue Owl Capital Inc., a member of the firm’s Executive Committee, and a member of the firm’s board of directors. Mr. Packer is also the Head of the Credit platform and serves as a Co-Chief Investment Officer for each 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.


			Andrew R. Polland is the Chief Operating Officer of Blue Owl Capital Inc., a member of the firm’s Executive Committee, and Co-Chair of its Operating Committee. Prior to Blue Owl, Mr. Polland was the Chief Operating Officer of Dyal Capital, the predecessor firm to Blue Owl’s GP Strategic Capital platform. Prior to Dyal Capital, Mr. Polland was the Chief Operating Officer, General Counsel, and Chief Compliance Officer of Hoplite Capital Management L.P. Prior to Hoplite, he was the General Counsel and Chief Compliance Officer of MSD Partners, L.P. and the Chief Compliance Officer of MSD Capital, L.P. Prior to MSD, Mr. Polland served as the Deputy Chief Compliance Officer and Head of Litigation of Fortress Investment Group LLC, and the Chief Compliance Officer of its affiliated broker-dealer (Fortress Capital Formation LLC). Prior to that, Mr. Polland was a litigation associate at Davis Polk & Wardwell LLP. He began his career as a federal law clerk to United States District Court Judge Charles P. Sifton. Mr. Polland received a JD,
magna cum laude, from the University of Pennsylvania, and a BS (with honors) in Industrial Labor Relations from Cornell University.


			Neena A. Reddy is the Chief Legal Officer, General Counsel and Secretary of Blue Owl Capital Inc., and a member of the firm’s Executive and Operating Committees, as well as the Credit platform’s Operating Committee. Ms. Reddy also serves as Vice President and Secretary of each of the firm’s BDCs. Ms. Reddy is also the executive sponsor of The Parliament, Blue Owl’s women’s employee resource group. Prior to joining Owl Rock, the predecessor firm to Blue Owl’s Credit platform, Ms. Reddy was associate general counsel at Goldman, Sachs & Co LLC, from 2010 to 2019 and was dedicated to Goldman Sachs Asset Management L.P. (“GSAM”), where she was responsible for GSAM managed direct alternative products, including private credit. Prior to GSAM, she practiced as a corporate attorney at Boies Schiller & Flexner LLP and at Debevoise & Plimpton LLP. Prior to becoming an attorney, Ms. Reddy was a financial analyst in the private
wealth division at Goldman, Sachs & Co. Ms. Reddy received a JD from New York University School of Law and a BA in English, magna cum laude, from Georgetown University.


Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)(3)	Total ($)
Douglas I. Ostrover	2023	500,000	—	17,304,596	—	673,599	18,478,195
Co-Chief Executive Officer	2022	500,000	—	9,010,338	—	625,047	10,135,385
	2021	500,000	—	—	10,898,160	239,018	11,637,178

Marc S. Lipschultz	2023	500,000	—	17,304,596	—	673,599	18,478,195
Co-Chief Executive Officer	2022	500,000	—	9,010,338	—	625,047	10,135,385

Alan Kirshenbaum	2023	500,000	4,500,000	2,534,240	—	119,772	7,654,012
Chief Financial Officer	2022	500,000	3,500,000	12,524,000	—	111,226	16,635,226
	2021	500,000	3,233,781	3,662,481	—	55,046	7,451,308

Craig W. Packer	2023	500,000	—	12,955,151	—	189,334	13,644,485
Co-President	2022	500,000	—	10,692,000	—	170,143	11,362,143

Michael D. Rees	2023	500,000	—	17,612,511	—	216,395	18,328,906
Co-President	2022	500,000	—	5,064,998	—	212,863	5,777,861
	2021	311,546	—	693,673,522	6,606,809	75,616	700,667,493

Sean Ward	2023	500,000	9,256,960	2,871,776	—	—	12,628,736
Senior Managing Director	2022	500,000	6,252,861	3,916,816	—	—	10,669,677
	2021	311,546	3,829,654	170,614,779	—	—	174,755,979


			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	2/21/2023	(1)			418,576	5,177,785
	5/11/2023	(1)			397,731	3,686,966
	8/8/2023	(1)			353,733	3,979,496
	11/9/2023	(1)			357,847	4,460,349

Marc S. Lipschultz	2/21/2023	(1)			418,576	5,177,785
	5/11/2023	(1)			397,731	3,686,966
	8/8/2023	(1)			353,733	3,979,496
	11/9/2023	(1)			357,847	4,460,349

Alan Kirshenbaum	12/1/2023	(2)			200,000	2,534,240

Craig W. Packer	2/21/2023	(2)			179,332	2,218,337
	5/11/2023	(2)			356,891	3,308,380
	8/8/2023	(2)			304,465	3,425,231
	11/9/2023	(2)			321,171	4,003,203

Michael D. Rees	2/21/2023	(1)			125,909	1,557,494
	5/11/2023	(1)			397,731	3,686,966
	8/8/2023	(1)			353,733	3,979,496
	11/9/2023	(3)			673,001	8,388,555






Sean Ward	12/1/2023	(4)			240,316	2,871,776


	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	600,000	7,538,000	(1)



Sean Ward	1,500,000	20,675,000	(2)
	222,517	3,153,807	(3)
	240,316	3,212,223	(4)


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Douglas I. Ostrover	1,527,887	17,304,596	(1)
Marc S. Lipschultz	1,527,887	17,304,596	(1)
Alan Kirshenbaum	400,000	5,205,720	(2)
Craig W. Packer	1,161,859	12,955,151	(3)
Michael D. Rees	1,550,374	17,612,511	(1) (4)


			Michael D. Rees is a Co-President of Blue Owl Capital Inc., a member of the firm’s Executive Committee, and a member of the firm’s board of directors. 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, 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.


			Sean Ward is a Senior Managing Director of Blue Owl Capital Inc., a member of the firm’s Executive Committee, and a member of the firm’s board of directors. Mr. Ward also serves as a member of the GP Strategic Capital Investment Team. Prior to joining Dyal Capital, the predecessor firm to Blue Owl’s GP Strategic Capital platform, Mr. Ward was a Vice President at Lehman Brothers and held several roles at Neuberger Berman after it became an independent firm, including Senior Counsel for Neuberger’s alternatives business. Prior to joining Lehman Brothers, he was an associate at Covington & Burling LLP, where his practice focused on mergers and acquisitions, public and private securities offerings, and credit transactions. Prior to Covington & Burling LLP, Mr. Ward worked at Davis Polk & Wardwell LLP in New York and London. Mr. Ward currently serves on the Leadership Council of Robert F. Kennedy Human Rights, a nonprofit focused on
human rights issues and a “social good” approach to business and investment. He is also a member of the Board of Trustees of the Brooklyn Museum and the Packer Collegiate Institute. Mr. Ward received his JD, magna cum laude, from the Duke University School of Law and a BA, magna cum laude, in Diplomatic History and Political Science from the University of Pennsylvania.


Name			Principal Position
Douglas I. Ostrover			Co-Chief Executive Officer (principal executive officer)
Marc S. Lipschultz			Co-Chief Executive Officer (principal executive officer)
Alan Kirshenbaum			Chief Financial Officer (principal financial officer)
Craig W. Packer			Co-President
Michael D. Rees			Co-President
Sean Ward			Senior Managing Director



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)
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)


Adjustments to Summary Compensation Table Totals to Determine Compensation Actually Paid	2023
	Mr. Ostrover (Co-PEO) ($)	Mr. Lipschultz (Co-PEO) ($)	Average for Non-PEO NEOs ($)
Total compensation as reported in the summary compensation table	18,478,195	18,478,195	13,064,035
Deduction for fair value of awards granted during the covered year	(17,304,596)	(17,304,596)	(8,993,420)
Fair value of awards granted in covered year that remain outstanding and unvested (value at end of year)	—	—	803,056
Fair value as of vesting date for awards that were granted and vested during the year	17,304,596	17,304,596	8,275,476
Change in fair value from end of prior year to vesting date for awards granted in prior years that vested during covered year	—	—	207,370
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	—	—	2,819,593
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	—	—	180,571

Compensation actually paid	18,478,195	18,478,195	16,356,681


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)	Total ($)
Claudia A. Holz	200,000	90,961	290,961
Andrew S. Komaroff (3)	—	—	—
Stacy Polley	175,000	90,961	265,961

Dana Weeks	175,000	90,961	265,961
Marc Zahr (4)	—	—	—


Name of Beneficial Owner(1)	Class A Shares Beneficially Owned(2)		Class C Shares Beneficially Owned		Class D Shares Beneficially Owned		Combined Total Voting Power
	Shares	Percent	Shares	Percent	Shares	Percent
Directors and Executive Officers of Blue Owl
Douglas I. Ostrover(3)†	—	—%	116,540,000	19.0%	174,022,700	55.1%	46.1%
Marc S. Lipschultz(4)†	—	—%	—	—%	—	—%	—%
Michael D. Rees(5)†	—	—%	—	—%	141,993,919	44.9%	35.9%
Alan Kirshenbaum(6)†	—	—%	—	—%	—	—%	—%
Craig W. Packer(7)†	—	—%	—	—%	—	—%	—%
Sean Ward(8)†	33,154	*	—	—%	—	—%	*
Marc Zahr(9)	—	—%	45,507,772	7.4%	—	—%	*
Dana Weeks(10)	27,688	*	—	—%	—	—%	*
Claudia Holz(11)	57,688	*	—	—%	—	—%	*
Andrew S. Komaroff	—	—%	—	—%	—	—%	—%
Andrew Laurino(12)†	22,817	*	—	—%	—	—%	*
Andrew Polland(13)	10,777	*	—	—%	—	—%	*
Neena A. Reddy	12,287	*	—	—%	—	—%	*
Stacy Polley(14)	27,688	*	—	—%	—	—%	*
All Directors and Executive Officers of Blue Owl as a Group (14 Individuals)	192,099	*	162,047,772	26.5%	316,016,619	100.0%	82.9%

Five Percent Holders
Owl Rock Capital Feeder LLC(3)(15)†	—	—%	116,540,000	19.0%	174,022,700	55.1%	46.1%
OSREC Feeder, LP (9)	—	—%	45,507,772	7.4%	—	—%	*
BB Holdings AA LP and Affiliates(16)	43,500,000	8.7%	—	—%	—	—%	*
Dyal Capital SLP LP(17)†	—	—%	—	—%	141,993,919	44.9%	35.9%
NBSH Blue Investments, LLC(18)	—	—%	405,085,367	66.2%	—	—%	7.3%





Capital International Investors(19)	33,189,900	6.6%	—	—%	—	—%	*
The Vanguard Group(20)	40,480,663	8.1%	—	—%	—	—%	*
Capital World Investors(21)	63,175,751	12.6%	—	—%	—	—%	1.1%
Managed Account Advisors LLC(22)	30,120,545	6.0%	—	—%	—	—%	*


	For the Year Ended December 31,
	2023				2022
	The Company		Funds		The Company		Funds

Audit fees(1)	$	4,535,460	$	16,679,077	$	3,898,598	$	14,047,870
Audit-related fees(2)	11,500		—		11,500		3,530,913
Tax fees(3)	—		1,346,130		52,837		2,581,350

Total	$	4,546,960	$	18,025,207	$	3,962,935	$	20,160,133


Plan category (1)	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	73,167,342	—	17,771,302
Equity compensation plans not approved by security holders	—	—	—
Total	73,167,342	—	17,771,302