Blue Owl Capital Inc DEF 14A, filed Apr 25, 2023

Blue Owl Capital Inc. (OWL)

DEF 14A 2023-04-25

View Original

Added on June 12, 2026

About this DEF 14A

Blue Owl Capital Inc filed this DEF 14A on April 25, 2023.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


TIME	11:00 a.m. Eastern Time
VIRTUAL MEETING DETAILS	www.virtualshareholdermeeting.com/OWL2023
ITEMS OF BUSINESS	(1)	To elect the existing Class II Directors for three-year terms expiring at the 2026 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 2023 fiscal year (Proposal 2).
	(3)	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, 2023.
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 (800) 454-8683, 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			13
EXECUTIVE OFFICERS			19
EXECUTIVE COMPENSATION			23
COMPENSATION OF OUR DIRECTORS			35
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			36
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			42
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			49
PRINCIPAL ACCOUNTANT FEES AND SERVICES			50
AUDIT COMMITTEE REPORT			51
STOCKHOLDER NOMINATIONS AND PROPOSALS FOR THE 2024 ANNUAL MEETING			52
ANNUAL REPORT AVAILABLE			53
HOUSEHOLDING OF PROXY MATERIALS			54
COST OF PROXY STATEMENT			55
OTHER MATTERS			56


Annual Report						Refers to our annual report filed with the SEC on Form 10-K on February 27, 2023.







our BDCs						Refers to our business development companies, as regulated under the Investment Company Act of 1940, as amended: Owl Rock Capital Corporation (NYSE: ORCC) (“ORCC”), Owl Rock Capital Corporation II (“ORCC II”), Owl Rock Capital Corporation III (“ORCC III”), Owl Rock Technology Finance Corp. (“ORTF”), Owl Rock Technology Finance Corp. II (“ORTF II”), Owl Rock Core Income Corp. (“ORCIC”) and Owl Rock Technology Income Corp. (“ORTIC”).

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

Blue Owl Advisers						Refers to our registered investment advisers: Dyal Advisers, Owl Rock Advisers, Oak Street Advisers, Wellfleet Adviser and any future affiliated investment adviser.

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

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.

Direct Lending						Refers to our Direct Lending products, which offer private credit solutions to middle-market companies through four investment strategies: diversified lending, technology lending, first lien lending, opportunistic lending, and also includes our CLOs.

Dyal Advisers						Refers to Dyal Advisors LLC, which is registered as an investment adviser with the SEC, and its relying advisers, including Dyal IV Advisors LLC.

Dyal Capital						Refers to the Dyal Capital Partners business that was acquired from Neuberger Berman Group LLC in connection with the Business Combination.

Dyal Equityholders						Refers to Neuberger, the Dyal Principals, and any other former holders of Dyal equity interests.

Dyal Principals						Refers to Michael D. Rees, Sean Ward and Andrew Laurino.

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

GP Capital Solutions						Refers to our GP Capital Solutions products, which primarily focus on acquiring equity stakes in, or providing debt financing to, large, multi-product private equity and private credit platforms through two existing investment strategies: GP minority equity investments and GP debt financing, and also includes our professional sports minority investment strategy.

Key Individuals						Refers to Douglas I. Ostrover, Marc S. Lipschultz and Michael D. Rees.

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 Oak Street Real Estate Capital, LLC that was acquired on December 29, 2021.

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

Oak Street Advisers						Refers to Oak Street Real Estate Capital, LLC and Oak Street Seeding and Strategic Capital Holdings, LP, each of which is registered as an investment adviser with the SEC.

Owl Rock						Refers collectively to the combined businesses of Owl Rock Capital Group LLC (“Owl Rock Capital Group”) and Blue Owl Securities LLC (formerly, Owl Rock Capital Securities LLC), which was the predecessor of Blue Owl for accounting and financial reporting purposes.

Owl Rock Advisers						Refers to Owl Rock Capital Advisors LLC, Owl Rock Capital Private Funds Advisors LLC, Owl Rock Diversified Advisors LLC, Owl Rock Technology Advisors LLC, Owl Rock Technology Advisors II, LLC and Owl Rock Technology Opportunities Advisors, LLC, each of which is registered as an investment adviser with the SEC.

Owl Rock Equityholders						Refers to the Owl Rock Principals, Owl Rock Feeder and certain other third parties who formerly held direct and indirect equity interests in Owl Rock.

Owl Rock Feeder						Refers to Owl Rock Capital Feeder LLC, a Delaware limited liability company.

Owl Rock Principals						Refers to Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer and Alan Kirshenbaum.



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 products, which primarily focus 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 may be 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.

Wellfleet Adviser						Refers to Wellfleet Credit Partners, LLC, which is registered as an investment adviser with the SEC.


Name	Age	Position
Douglas I. Ostrover	60	Chairman of the Board, Chief Executive Officer and Director
Marc S. Lipschultz	54	Co-President and Director
Michael D. Rees	48	Co-President and Director
Alan Kirshenbaum	51	Chief Financial Officer
Andrew Laurino	47	Senior Managing Director
Craig W. Packer	56	Senior Managing Director and Director
Andrew R. Polland	48	Chief Operating Officer
Neena A. Reddy	45	General Counsel and Secretary
Sean Ward	44	Senior Managing Director and Director
Marc Zahr	43	President of the Real Estate Division of Blue Owl and 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 and since January 2023, as the Audit and Compliance Committee’s Chairperson. 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 B.S. 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.


			Marc S. Lipschultz is a Co-Founder and the 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. Lipschultz is also a Co-Founder and President of Owl Rock, serves as the Co-Chief Investment Officer of each of the Owl Rock Advisers and is a member of the Investment Committees of each of the Owl Rock Advisors. Prior to co-founding Owl Rock, Mr. Lipschultz spent more than two decades at KKR, and he served 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, infrastructure and direct-asset investing. Prior to joining KKR, Mr. Lipschultz 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 A.B. with honors and distinction, Phi Beta Kappa, from Stanford University and an M.B.A. with high distinction, Baker Scholar, from Harvard Business School. 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.


			Michael D. Rees is a Co-Founder and the 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 also serves as the Head of Dyal Capital, a division of Blue Owl, which he founded when it was a division of Neuberger Berman Group. Prior to founding Dyal Capital, Mr. Rees was a founding employee and stockholder 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 at Lehman Brothers. From 2003 through 2006, he was Head of Asset Management Strategy. Prior to joining Lehman Brothers, he was an
associate at Marakon Associates. He received a master’s degree in Mechanical Engineering and a master’s degree in Technology Policy from Massachusetts Institute of Technology. Mr. Rees currently serves on the Board of Directors of The Opportunity Network, an education focused non-profit that supports underserved students with postsecondary and career readiness education. Mr. Rees received a B.S. in Mechanical Engineering and a B.A. 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.


			Douglas I. Ostrover is a Co-Founder and 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 a Co-Founder of Owl Rock and is a member of the Owl Rock Investment Committees. In addition, Mr. Ostrover served on the boards of ORCC and ORCC II from 2016 to 2021, on the board of ORTF from 2018 to 2021 and on the boards of ORCC III and ORCIC from 2020 to 2021. Prior to co-founding Owl Rock, Mr. Ostrover was one of the founders of GSO Capital Partners (GSO), Blackstone’s alternative credit platform, and 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, Mr. Ostrover was Global Co-Head of CSFB’s Leveraged Finance Group, during
which time 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 was a member of CSFB’s Management Council and the Fixed Income Operating Committee. 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. Mr. Ostrover had been a member of DLJ’s high yield team since he joined the firm in 1992. Mr. Ostrover is actively involved in non-profit organizations including serving on the Boards of Directors of the Michael J. Fox Foundation and the Mt. Sinai Health System, and the Leadership Council for Memorial Sloan Kettering. Mr. Ostrover also serves on the investment committee of the Brunswick School. Mr. Ostrover received a B.A. in Economics from the University of Pennsylvania and an M.B.A. from New York University Stern School of Business.


			Alan Kirshenbaum is the Chief Financial Officer of Blue Owl Capital Inc. and a member of the firm’s Executive Committee. Mr. Kirshenbaum is also Executive Vice President of the Owl Rock BDCs, serves as the Chief Financial Officer and the Chief Operating Officer of the Owl Rock Advisers. Previously, Mr. Kirshenbaum served as Chief Financial Officer and Chief Operating Officer of ORCC and ORTF, and as Chief Operating Officer of ORCC II and ORCC III. In addition, Mr. Kirshenbaum served on the boards of ORCC and ORCC II from 2015 to 2021, on the board of ORTF from 2018 to 2021 and on the boards of ORCC III and ORCIC from 2020 to 2021 and currently serves on the boards of ORTIC and ORTF II. Prior to Owl Rock, Mr. Kirshenbaum was Chief Financial Officer of Sixth Street Specialty Lending (f/k/a TPG Specialty Lending, Inc.), 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 also was Chief Financial Officer of TPG Special Situations Partners. From 2007 to 2011, 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 for the Jewish Federation of Greater MetroWest NJ. Mr. Kirshenbaum also is a member of the Rutgers University Dean’s Cabinet. Mr. Kirshenbaum received a B.S. from Rutgers University and an M.B.A. from New York University Stern School of Business.


			Andrew Laurino is a Senior Managing Director of Blue Owl Capital Inc. and a member of the firm’s Executive Committee. Andrew also serves as a member of the Dyal Capital Partners Investment Team. Prior to joining Blue Owl Capital, 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, Mr. Laurino was an M&A advisor at Lehman Brothers, Compass Advisors and Prudential Securities. Mr. Laurino earned a B.S. 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-Founder and 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. Packer is also a Co-Founder of Owl Rock Capital Partners, serves as Co-Chief Investment Officer and a member of the Executive Committees of the Owl Rock Advisers and President and Chief Executive Officer of each of the Owl Rock BDCs and is a member of the Owl Rock Investment Committees. In addition, Mr. Packer has served on the boards of ORCC and ORCC II since 2016, on the board of ORTF since 2018, on the boards of ORCC III and ORCIC since 2020, and on the boards of ORTIC and ORTF II since 2021. Prior to co-founding Owl Rock, Mr. Packer was 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, Mr. Packer 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 and member of the Board of Trustees of Greenwich Academy, Co-Chair of the Honorary Board of Kids in Crisis, a non-profit organization that serves children in Connecticut, Board Member of the University of Virginia Athletics Foundation and on the Board of the McIntire School of Commerce Foundation, University of Virginia. Mr. Packer earned a B.S. from the University of Virginia and an M.B.A. from Harvard Business School.


			Andrew R. Polland is the Chief Operating Officer of Blue Owl Capital Inc., a member of the firm’s Executive Committee, the Chief Operating Officer of the Blue Owl Advisers, and Co-Chair of its Operating Committee. Prior to Blue Owl, Andrew was the Chief Operating Officer of Dyal Capital, when it was a division of Neuberger Berman. Prior to Dyal Capital, Andrew was the Chief Operating Officer, General Counsel and Chief Compliance Officer of Hoplite Capital Management, L.P. Prior to Hoplite, Andrew 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, Andrew 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, Andrew was a litigation associate at Davis Polk & Wardwell LLP. Andrew began his career as a federal law clerk to United States District Court Judge Charles
P. Sifton. He received a J.D., magna cum laude, from the University of Pennsylvania, and a B.S. (with honors) in Industrial Labor Relations from Cornell University.


			Neena A. Reddy is the General Counsel and the Secretary of Blue Owl Capital Inc., the General Counsel and Chief Legal Officer of the Blue Owl Advisers and a member of the firm’s Executive Committee and Operating Committee. Ms. Reddy also serves as Vice President and Secretary of each of the Owl Rock BDCs. Prior to joining Owl Rock from 2010 to 2019, Ms. Reddy was associate general counsel at Goldman, Sachs & Co LLC, 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, Ms. Reddy 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 B.A. in English, magna cum laude, from Georgetown University and a J.D. from New York University School of Law.


			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 Dyal Capital Partners Investment Team. Previously a Vice President at Lehman Brothers, Sean held several roles at Neuberger 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, Sean worked at Davis Polk & Wardwell LLP in New York and London. Sean received his J.D., magna cum laude, from the Duke University School of Law and holds a B.A., magna cum laude, in Diplomatic History and Political Science from the University of Pennsylvania. Sean 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. Mr. Ward is also a member of the Board of Trustees of the Brooklyn Museum.


Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)(3)	Total ($)
Douglas I. Ostrover	2022	500,000	—	9,010,338	—	625,047	10,135,385
Chief Executive Officer	2021	500,000	—	—	10,898,160	239,018	11,637,178
	2020	500,000	—	—	5,238,236	72,159	5,810,395

Alan Kirshenbaum	2022	500,000	3,500,000	12,524,000	—	111,226	16,635,226
Chief Financial Officer	2021	500,000	3,233,781	3,662,481	—	55,046	7,451,308

Marc S. Lipschultz	2022	500,000	—	9,010,338	—	625,047	10,135,385
Co-President





Craig W. Packer	2022	500,000	—	10,692,000	—	170,143	11,362,143
Senior Managing Director

Sean Ward	2022	500,000	6,252,861	3,916,816	—	—	10,669,677
Senior Managing Director	2021	311,546	3,829,654	170,614,779	—	—	174,755,979
	2020	500,000	—	21,461,400	12,712,500	3,337,500	38,011,400


			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	5/12/2022	(1)			247,049	2,139,444
	8/11/2022	(1)			270,634	2,925,554
	11/14/2022	(1)			343,073	3,945,340

Alan Kirshenbaum	1/12/2022	(2)			1,000,000	10,580,000
	12/1/2022	(3)			200,000	1,944,000

Marc S. Lipschultz	5/12/2022	(1)			247,049	2,139,444
	8/11/2022	(1)			270,634	2,925,554
	11/14/2022	(1)			343,073	3,945,340




Craig W. Packer	12/1/2022	(3)			1,100,000	10,692,000

Sean Ward	12/15/2022	(3)			156,207	1,587,063
	12/15/2022	(4)			222,517	2,329,753


	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	800,000	6,536,000	(1)



Sean Ward	1,500,000	13,305,000	(2)
	222,517	2,089,435	(3)


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Douglas I. Ostrover	860,756	9,010,338	(1)
Alan Kirshenbaum	400,000	3,976,000	(2)
Marc S. Lipschultz	860,756	9,010,338	(1)

Craig W. Packer	1,100,000	10,692,000	(3)
Sean Ward	156,207	1,587,063	(4)


			Marc Zahr is the Co-Founder and the President of Oak Street, a division of Blue Owl, a member of the Blue Owl Capital Inc.’s Executive Committee, and a member of the firm’s Board of Directors. In his role, Mr. Zahr is responsible for the overall direction and leadership of the real estate division. He manages and oversees the real estate division’s investment activities which include sourcing, underwriting and negotiating all acquisitions. Mr. Zahr also leads the real estate Investment Committees and new product development, and serves as the Chairman of the Board of Trustees of Oak Street Net Lease Trust, a private REIT, and serves on the Board of Trustees of Store Capital, a private REIT. Mr. Zahr was honored as one of Crain’s Chicago Business’s 40 Under 40 for 2018. Prior to Blue Owl, 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. Mr. Zahr also served as a Fixed Income Trader at TM Associates and an Associate at Merrill Lynch. Mr. Zahr received a B.A. in Communications from the University of Dayton.


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



Year	Summary Compensation Table Total for PEO ($)(1)	Compensation Actually Paid to PEO ($)(2)	Average Summary Compensation Table Total for Non-PEO NEOs ($)(3)	Average Compensation Actually Paid to Non-PEO NEOs ($)(2)	Value of Initial Fixed $100 Investment Based on:		Net Loss ($ in Thousands) (6)
					Total Stockholder Return ($)(4)	Peer Group Total Stockholder Return ($)(4)(5)
2022	10,135,385	10,135,385	12,200,608	9,501,705	132	141	(40,235)
2021	11,637,178	11,637,178	291,966,801	347,800,318	98	110	(1,802,266)



Adjustments to Summary Compensation Table Totals to Determine Compensation Actually Paid	2022		2021
	PEO ($)	Average for Non-PEO NEOs ($)	PEO ($)	Average for Non-PEO NEOs ($)
Total compensation as reported in the summary compensation table	10,135,385	12,200,608	11,637,178	291,966,801
Deduction for fair value of awards granted during the covered year	(9,010,338)	(9,035,789)	—	(288,235,801)
Fair value of awards granted in covered year that remain outstanding and unvested (value at end of year)	—	2,156,359	—	90,406,360
Fair value as of vesting date for awards that were granted and vested during the year	9,010,338	6,316,350	—	253,662,958

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	—	(2,265,000)	—	—
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	—	129,177	—	—

Compensation actually paid	10,135,385	9,501,705	11,637,178	347,800,318


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)	Total ($)
Claudia A. Holz	200,000	101,881	301,881
Andrew S. Komaroff	—	—	See footnote (3)
Stacy Polley	175,000	101,881	276,881
Michael D. Rees	—	—	See footnote (4)
Dana Weeks	175,000	101,881	276,881
Marc Zahr	—	—	See footnote (5)


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	18.1%	175,392,700	55.0%	46.1%
Marc S. Lipschultz(4)†	—	—%	—	—%	0	—%	—%
Michael D. Rees(5)†	—	—%	—	—%	143,739,427	45.0%	36.0%
Alan Kirshenbaum(6)†	—	—%	—	—%	0	—%	—%
Craig W. Packer(7)†	—	—%	—	—%	0	—%	—%
Sean Ward(8)†	—	—%	—	—%	0	—%	—%
Marc Zahr(9)	—	—%	34,130,829	5.3%	—	—%	*
Dana Weeks(10)	18,203	*	—	—%	—	—%	*
Claudia Holz(11)	48,203	*	—	—%	—	—%	*
Andrew S. Komaroff	—	—%	—	—%	—	—%	—%
Andrew Laurino(12)†	—	—%	—	—%	0	—%	—%
Andrew Polland(13)	—	—%	—	—%	0	—%	—%
Neena A. Reddy	—	—%	—	—%	—	—%	—%
Stacy Polley(14)	18,203	*	—	—%	—	—%	*
All Directors and Executive Officers of Blue Owl as a Group (14 Individuals)	84,609	*	150,670,829	23.5%	319,132,127	100.0%	82.8%

Five Percent Holders
Owl Rock Capital Feeder LLC(3)(15)†	—	—%	116,540,000	18.1%	175,392,700	55.0%	46.1%
BB Holdings AA LP and Affiliates(16)	50,000,000	11.2%	—	—%	—	—%	*
Dyal Capital SLP LP(17)†	—	—%	—	—%	143,739,427	45.0%	36.0%
NBSH Blue Investments, LLC(18)		—%	431,767,265	67.2%	—	—%	7.9%
NBSH Blue Investments II, LLC(19)		—%	7,350,912	1.1%	—	—%	*
PSPE II Limited(20)	41,157,043	9.2%	—	—%	—	—%	*

MSD Owl Rock Investments, LLC(21)	—	—%	21,643,443	3.4%	—	—%	*
Koch Industries(22)	21,540,757	4.8%	—	—%	—	—%	*
Capital International Investors(23)	35,799,327	8.0%	—	—%	—	—%	*
The Vanguard Group(24)	37,880,184	8.5%	—	—%	—	—%	*
Capital World Investors(25)	53,934,631	12.1%	—	—%	—	—%	*
OSREC Feeder, LP (9)	—	—%	34,130,829	5.3%	—	—%	*


	For the Year Ended December 31,
	2022				2021
	The Company		Funds		The Company		Funds

Audit fees(1)	$	3,898,598	$	14,047,870	$	4,552,650	$	8,619,643
Audit-related fees(2)	11,500		3,530,913		—		620,159
Tax fees(3)	52,837		2,581,350		150,800		727,279

Total	$	3,962,935	$	20,160,133	$	4,703,450	$	9,967,081