Blue Owl Capital (OWL) DEF 14ADefinitive proxy

The agenda for the Annual Meeting includes:

The board of directors (the “Board”) recommends a vote FOR the election of each of the director nominees listed herein and FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm.

If you hold shares of the Company’s common stock in “street name” through a broker, bank or other nominee, you must follow the instructions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares, or obtain a proxy in your name from your broker, bank or other nominee.

On behalf of the Company and our Board, I would like to express our appreciation for your ongoing interest in Blue Owl.

The board of directors (the “Board”) of Blue Owl Capital Inc., a Delaware corporation (the “Company,” “Blue Owl,” “we,” “us” or “our”), has prepared this document to solicit your proxy to vote upon certain matters at the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”).

It is anticipated that we will begin mailing the Notice, and that these proxy materials will first be made available online to our stockholders, on or about April 25, 2023. For those stockholders receiving paper materials, it is also anticipated that we will begin mailing this proxy statement, the proxy card, and our 2022 Annual Report on Form 10-K (the “Annual Report”) on or about April 25, 2023. The information regarding stock ownership and other matters in this proxy statement is as of April 19, 2023 (the “Record Date”), unless otherwise indicated.

You may vote on the following proposals:

Stockholders of record of our Class A Shares, Class B Shares, Class C Shares, and Class D Shares are entitled to receive the Notice and these proxy materials and to vote their respective shares at the Annual Meeting. The Record Date for determination of stockholders entitled to vote at the Annual Meeting is the close of business on April 19, 2023. As of the Record Date, there were 445,872,226 Class A Shares outstanding, zero Class B Shares outstanding, 642,123,728 Class C Shares outstanding and 319,132,127 Class D Shares outstanding.

If your Class A Shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A. and Computershare Inc., you are considered a stockholder of record with respect to those shares. As a stockholder of record, you have the right to vote by proxy.

You may vote by proxy in any of the following three ways:

Most of our stockholders hold their shares through a broker, bank or other nominee, rather than directly in their own names. If you hold your shares in one of these ways, you are considered the beneficial owner of shares held in “street name,” and the Notice is being forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote. Your broker, bank or other nominee has enclosed a voting instruction form for you to use in directing the broker, bank or other nominee on how to vote your shares. Unless you provide specific voting instructions, your broker, bank or other nominee will only have the discretion to vote shares it holds on your behalf with respect to Proposal 2 (the ratification of KPMG as our independent registered public accounting firm for our 2023 fiscal year), but not with respect to Proposal 1 (the election of directors) as more fully described under “What is a broker ‘non-vote’?” below.

Yes. If you are the stockholder of record, you may revoke your proxy before it is exercised by doing any of the following:

Beneficial owners should contact their broker, bank or other nominee for instructions on changing their votes.

A “quorum” is necessary to hold the Annual Meeting. The stockholders holding a majority of the voting power of the outstanding stock of the class or classes entitled to vote, represented either in person or by proxy, shall constitute a quorum for the purposes of the Annual Meeting. Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of determining a quorum.

You may vote “FOR,” “AGAINST” or “ABSTAIN” for Proposal 1 (election of directors). At the Annual Meeting, a “FOR” vote by a plurality of votes cast is required for the election of directors. For this purpose, the three director nominees receiving the highest number of shares voted “FOR” their election will be elected. Abstention votes and broker “non-votes” are not considered votes cast for the foregoing purpose and will have no effect on the election of the director nominees.

You may vote “FOR,” “AGAINST” or “ABSTAIN” for Proposal 2 (the ratification of KPMG as our independent registered public accounting firm for our 2023 fiscal year). At the Annual Meeting, a “FOR” vote by a majority of votes cast is required for passage of this Proposal. For this purpose, a majority of the votes cast means that the number of shares voted “FOR” this Proposal must exceed the number of votes cast “AGAINST” this Proposal. Abstentions and broker “non-votes” are not considered votes cast for the foregoing purpose and will have no effect on the vote for this Proposal.

The Company will announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting.

If you are a beneficial owner of shares held in “street name” and do not provide the broker, bank or other nominee that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the broker, bank or other nominee that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the broker, bank or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, such organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is commonly referred to as a broker “non-vote.”

Proposal 2 (the ratification of KPMG as our independent registered public accounting firm for our 2023 fiscal year) is a matter considered routine under applicable rules. A broker, bank or other nominee may generally vote on routine matters without your specific voting instructions.

Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as the inspector of election.

If any other matters are properly presented at the Annual Meeting or any adjournment or postponement thereof, the persons named in the proxy will have discretion to vote on those matters. As of the date of these proxy materials, we did not know of any other matters to be presented at the Annual Meeting.

We will pay the expenses of soliciting proxies. In addition to solicitation by mail, proxies may be solicited in person or by telephone or other means by our directors or associates. We will reimburse brokers, banks and other nominees, custodians and fiduciaries for costs incurred by them in mailing these proxy materials to the beneficial owners of our common stock held of record by such persons.

The Board does not have a formal policy with respect to the separation of the offices of Chief Executive Officer and Chairman of the Board. It is the Board’s view that rather than having a formal policy, the Board, upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether it is in the best interests of the Company and its stockholders for such offices to be separate or combined.

We rely significantly on our talented team, leveraging a wide variety of investment, management, business and other skills and expertise, to create value for stockholders and investors in our products. We aim to build a team that is driven and embraces an inclusive culture where our team members are engaged and work collaboratively across the organization.

Blue Owl’s governance of corporate sustainability reflects our commitment to strong leadership and oversight by senior management and our Board. Our Board receives annual updates on our strategy and initiatives, including ESG-related matters, which may include environmental sustainability and climate change; employee health and safety; and diversity, equity and inclusion. Executive sponsors oversee the newly formalized Corporate Sustainability Council, which is chaired by our Chief Operating Officer and comprised of dedicated subject-matter leaders for each of the pillars. Our strategic pillars are further enriched by employee-driven initiatives and/or groups. We also have constituted an ESG Working Group, comprised of senior members of our Investment, Legal, Compliance, Investor Relations and Operations teams, which is chaired by our Chief Operating Officer and meets periodically to review and refine our ESG strategy.

We believe that incorporating ESG factors into our corporate and investment practices has the potential to meaningfully contribute to the financial returns and stockholder value of Blue Owl, our products and our products’ investments. We strive to continuously strengthen our ability to mitigate, manage, and monitor relevant ESG risks and opportunities within our investment portfolios. When we make investments on behalf of our products, we strive to analyze a wide array of considerations, risks, and potential rewards related to the prospective investment. This could include, but is not limited to, considering business-relevant ESG risks such as: regulatory, tax, governance, occupational health and safety, labor standards, geopolitical risk, etc. Further, we seek to ensure compliance with applicable regulatory disclosure requirements, including ESG-related disclosure obligations.

Blue Owl’s DEI strategy centers on the following key concepts and core values:

There are no family relationships among any of the executive officers of the Company.

In this Compensation Discussion and Analysis we describe our executive compensation philosophy and programs and compensation decisions regarding the 2022 compensation of our NEOs (listed below), who consist of our principal executive officer, principal financial officer, and the three other most highly compensated executive officers.

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 funds, oversee and improve the operations of the Company, find and develop relationships with fund investors and other sources of capital and provide other services essential to our success.

Our compensation philosophy has several primary objectives: (i) attract, motivate and retain talented and experienced executives in our industry, (ii) reward executives whose knowledge, skills and performance are critical to our success, (iii) align executives’ interests with our fund investors and stockholders, (iv) foster a shared commitment among executives by aligning their individual goals with the goals of the executive management team and our company, (v) compensate our executives in a manner that incentivizes them to manage our business to meet our long-term objectives, and (vi) reinforce our culture and values.

One of our most important values is our “one-firm” approach with shared responsibility and success. Therefore, compensation is based on the performance of the Company as a whole, as well as on an individual’s contributions to the Company. In addition, we conduct, at least annually, an evaluation of each employee’s contribution to the Company, including his or her commitment to the Company’s culture and values.

Base salaries reflect our NEOs’ proficiency and experience in their respective roles. In addition to base salary, we utilize a blend of variable and long-term pay vehicles to further incentivize and retain talent and provide an overall compensation package that is competitive with the market. Performance-based discretionary bonuses are generally paid annually to employees, including certain NEOs, based on our profitability, market analysis and employee performance.

Management equity ownership is a guiding principle for us, and we apply that principle to our NEOs: every NEO is expected to have an equity interest in the Company. This equity ownership serves to align the interests of our NEOs with those of our stockholders.

Our compensation program is a management tool supporting our mission and values. We believe our program supports, reinforces and aligns our values, business strategy and operations with the goal of increasing distributable earnings. Compensation arrangements with our NEOs are described below under “Elements of Compensation.”

We did not engage a compensation consultant with respect to determining our NEOs’ compensation in 2022. We do not benchmark or set our NEOs’ compensation by reference to the compensation of a specific peer group.

We do not have a compensation committee. Other than with respect to Messrs. Ostrover’s and Lipschultz’s compensation, our Board has delegated its authority to approve our NEOs’ compensation to senior management. Messrs. Kirshenbaum’s, Packer’s and Ward’s compensation was approved by senior management upon the recommendation of our Chief Executive Officer. Messrs. Ostrover’s and Lipschultz’s compensation is formulaic and based on the contractual terms in their respective Employment Agreements. The Board makes all final determinations regarding equity grants to our NEOs.

We determined that any risks arising from our compensation programs and policies are not reasonably likely to have a material adverse effect on the Company. Our compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to stockholders.

Our current executive compensation program consists of a combination of the following components: (i) base salary, (ii) cash incentive awards linked to our overall performance, (iii) periodic grants of long-term equity-based compensation, such as Incentive Units and RSUs (each as defined below), and (iv) other executive benefits and perquisites. We combine these elements in order to formulate competitive compensation packages that provide competitive pay, reward the achievement of financial, operational and strategic objectives and align the interests of our NEOs and other executives with those of our stockholders.

For 2022, each of our NEOs was paid a salary at an annualized rate of $500,000. Although we believe that the base salaries of our NEOs should not typically be the most significant amount of total compensation, our senior management determined that this amount was sufficient to attract and retain top talent, and to assist with the payment of living costs throughout the year.

Our senior management has authority to award cash bonuses to our NEOs at certain times during the year and at the end of the year. The cash bonuses are intended to offer incentive compensation by rewarding the achievement of corporate and individual performance objectives. Such cash bonuses are subject to annual review by senior management. We believe that establishing cash bonus opportunities helps us attract and retain qualified and highly skilled executives. These bonuses are intended to reward executives who have a positive impact on corporate results. The bonuses for 2022 are described in more detail below.

Messrs. Kirshenbaum and Ward received discretionary cash bonus payments for their performance in 2022. The discretionary cash bonuses awarded to Messrs. Kirshenbaum and Ward recognize each individual’s contributions to our overall goals and performance. We granted these discretionary cash bonus payments to reward Messrs. Kirshenbaum and Ward for assisting us in achieving our annual goals, both for the Company as a whole and in each individual’s respective area of responsibility. Factors that were included in determining the size of the cash bonus payments include Messrs. Kirshenbaum’s and Ward’s accomplishments in driving our results, their leadership and management of their respective teams and our overall performance. Comparisons were made to prior-year performance, to our other senior professionals, and compensation that is commensurate within our industry with the intention to reward, motivate and retain Messrs. Kirshenbaum and Ward.

We believe that equity-based compensation awards enable us to attract, motivate, retain and adequately compensate executive talent. To that end, we have awarded equity-based compensation both in the form of profits interests (“Incentive Units”) and restricted stock units (“RSUs”). We believe equity awards provide executives with a significant long-term interest in our success by rewarding the creation of stockholder value over time.

In 2022, our Chief Executive Officer and Board determined the size of equity granted to our NEOs. Our Chief Executive Officer and Board 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. No formal benchmarking efforts are made by our Chief Executive Officer or Board with respect to the size of equity grants made to NEOs.

At the special meeting of the shareholders of Altimar Acquisition Corporation (“Altimar”) held on May 18, 2021, the Altimar shareholders considered and approved the Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan (as amended, the “2021 Omnibus Plan”), which became effective immediately upon the completion of the Business Combination. The 2021 Omnibus Plan allows for the grant of equity incentives, such as RSUs, stock options, stock appreciation rights and restricted stock.

On October 22, 2021, we amended the 2021 Omnibus Plan and the Blue Owl Limited Partnership Agreements (as amended, the “Second Amended and Restated Blue Owl Limited Partnership Agreements”) of the Blue Owl Partnerships to increase the share limit under the 2021 Omnibus Plan and to allow for the issuance, from time to time of certain Incentive Units to Blue Owl Management Vehicle LP (“Blue Owl MV”), a vehicle formed for the benefit of certain management employees of Blue Owl, by Blue Owl Carry and Blue Owl Holdings, which Incentive Units issuances would be in addition to the issuance of certain RSUs. The Incentive Units entitle the recipient to receive, through Blue Owl MV, distributions from either Blue Owl Holdings or Blue Owl Carry in accordance with the terms of, and subject to any restrictions contained in, the applicable limited partnership agreement for each of Blue Owl Carry, Blue Owl Holdings and Blue Owl MV, and will be counted against the share limit under the Plan on a 1.25:1.00 basis.

Incentive Units entitle the recipients to receive, through Blue Owl MV, distributions from Blue Owl Holdings and Blue Owl Carry in accordance with the terms of, and subject to any restrictions contained in, the applicable limited partnership agreement for each of Blue Owl MV, Blue Owl Holdings and Blue Owl Carry.

In 2022, the Company awarded Incentive Units to each NEO. All of Messrs. Ostrover’s, Lipschultz’s, Packer’s and Ward’s, and certain of Mr. Kirshenbaum’s Incentive Units were fully vested upon the date of grant but subject to a lock-up period of one year from the date of grant. After expiration of the one-year holding requirement and attainment of required capital account thresholds, such Incentive Units settle by delivery of an equal number of Common Units of each of the Blue Owl Operating Partnerships (collectively, "Blue Owl Operating Group Units") and Class C Shares. Blue Owl Operating Group Units may be exchanged (together with an equal number of Class C Shares which are cancelled for no consideration in such exchange) from time to time at the request of the holder for an equal number of newly issued Class A Shares (or at the election of an exchange committee of Blue Owl GP, a cash payment equal to the five-day volume weighted average price of our Class A Shares immediately prior to the applicable exchange date).

In 2022, Mr. Kirshenbaum was also awarded Incentive Units that vest in five equal installments on December 15 of 2022, 2023, 2024, 2025 and 2026.

For 2022, Messrs. Ostrover and Lipschultz elected to receive quarterly grants of Incentive Units in satisfaction of their contractual right under their Employment Agreements equal to 1.33% of the Management Fee Revenue (as defined in the Employment Agreements) earned during the preceding quarter (subject to, in certain circumstances, approval rights in each case as set forth in the Investor Rights Agreement), less each individual’s base salary (subject to a 10% holdback and an annual true-up following the completion of the Company’s annual audit). The amounts presented in the Summary Compensation Table below include the grants with respect to the first three quarters of the year, as amounts related to the fourth quarter of 2022 were granted in February 2023, and therefore are not included in the table.

Mr. Ward was granted RSUs on December 15, 2022, that represents the portion of Mr. Ward’s 2022 bonus that was deferred in the form of RSUs, which award will vest in three equal annual installments on February 15 of 2024, 2025 and 2026. Each RSU represents the contingent right to receive one of the Company’s Class A Shares upon vesting.

We provide the following benefits to our NEOs: (i) health insurance, (ii) life insurance and supplemental life insurance, (iii) short-term and long-term disability, and (iv) 401(k) plan. We also provide wealth management services to Messrs. Ostrover, Kirshenbaum, Lipschultz and Packer. We believe these benefits are generally consistent with those offered by other companies and specifically with those companies with which we compete for employees.

We believe that a strong, experienced management team is essential to the best interests of the Company and our stockholders. We have entered into agreements with some of our NEOs pursuant to which such NEOs are entitled to certain benefits upon certain terminations. These termination benefits are enumerated and quantified in the section captioned “Executive Compensation – Potential Payments upon Termination or Change in Control.”

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.

Section 162(m) of the Internal Revenue Code limits us to a deduction for federal income tax purposes of no more than $1 million of compensation paid to certain executive officers in a taxable year. Senior management will consider the impact of Section 162(m) when making compensation decisions.

Another section of the Code, Section 409A, affects the manner by which deferred compensation opportunities are offered to our employees because Section 409A requires, among other things, that “non-qualified deferred compensation” be structured in a manner that limits employees’ abilities to accelerate or further defer certain kinds of deferred compensation. We intend to operate our existing compensation arrangements that are covered by Section 409A in accordance with the applicable rules thereunder, and we will continue to review and amend our compensation arrangements where necessary to comply with Section 409A.

We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”) for our equity-based compensation awards. ASC 718 requires companies to calculate the grant date fair value of their equity-based awards using a variety of assumptions. ASC 718 also requires companies to recognize the compensation cost of their equity-based awards in their income statements over the period that an associate is required to render service in exchange for the award. Future grants of equity-based awards under our equity incentive award plans will be accounted for under ASC 718. We anticipate that senior management will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

We held an advisory vote on executive compensation at our 2022 annual meeting of stockholders (referred to as the “say-on-pay” vote), pursuant to which the majority of the advisory votes cast approved the compensation of our NEOs. The Board carefully considered the results of this vote in making decisions about our executive compensation program.

We held an advisory vote on the frequency of future “say-on-pay” advisory votes (referred to as the “say-on-frequency” vote) at our 2022 annual meeting of stockholders, pursuant to which the majority of the advisory votes cast voted to hold our “say-on-pay” votes every three years. The Board considered the outcome of this advisory vote and determined that future “say-on-pay” votes will be conducted every three years. The Board will re-evaluate this determination after the next stockholder advisory “say-on-frequency” vote (which will be at the Company’s 2028 annual meeting of stockholders unless presented earlier).

As noted above, our Board does not have a compensation committee. The entire Board has reviewed and had the opportunity to discuss with management the foregoing Compensation Discussion and Analysis and, based on such review and discussion, has determined that the Compensation Discussion and Analysis should be included in this proxy statement.

The following table summarizes the total compensation paid to or earned by each of our NEOs in 2022, 2021 and 2020.

The following table sets forth certain information with respect to grants of plan-based awards to our NEOs in 2022. The amounts presented for the grant date fair value of the awards below were calculated in accordance with ASC 718.

Blue Owl has entered into an employment and restrictive covenant agreement with Messrs. Ostrover and Lipschultz (each, an “Employment Agreement”), which were amended on February 25, 2022. The term of each Employment Agreement is perpetual until terminated in accordance with its terms. Messrs. Ostrover and Lipschultz each have the right to terminate their employment voluntarily at any time, subject to minimum notice requirements. Blue Owl may only terminate Messrs. Ostrover and Lipschultz’s employment for cause (in each case as defined in the respective Employment Agreement) or by reason of the NEO’s death or disability.

Pursuant to Messrs. Ostrover’s and Lipschultz’s Employment Agreements prior to amendment in February 2022, each of Messrs. Ostrover and Lipschultz were entitled during their employment to a base salary of $500,000, additional compensation, paid quarterly, in an amount equal to 1.33% of the Management Fee Revenue (subject to downward

adjustment and, in certain circumstances, approval rights in each case as set forth in the Investor Rights Agreement) less their base salary (subject to a 10% holdback and an annual true-up following the completion of the Company’s financial statement audit), and to participate in Blue Owl’s employee benefit plans, as in effect from time to time.

As amended in February 2022, the Employment Agreements provide that (i) a portion of each of Messrs. Ostrover’s and Lipschultz’s right to receive up to 1.33% of the Management Fee Revenue that exceed their base compensation (the “Additional Amounts”) will be paid in the form of Incentive Units, if offered by the Company and elected by each, and (ii) the remainder of any such Additional Amounts will be in the form of cash; provided that (a) for 2022, the amount received in Incentive Units would not be less than 20% of such Additional Amounts, and (b) for periods subsequent to 2022, the proportional amounts of cash and Incentive Units will be subject to required consent under the Investor Rights Agreement. The number of Incentive Units issued would be calculated based on the volume weighted average trading price for the ten trading days prior to the payment date. The terms of such Incentive Units are expected to be substantially similar to Incentive Units previously awarded by the Company except that they would be fully vested upon grant and subject to a one-year lockup period and additional limitations on settlement of Incentive Units.

In respect of 2023, the Company offered, and each of Messrs. Ostrover and Lipschultz elected to receive, 100% of such Additional Amounts in Incentive Units.

Each Employment Agreement requires Messrs. Ostrover and Lipschultz to protect the confidential information of Blue Owl both during and after employment. In addition, during Messrs. Ostrover’s and Lipschultz’s employment and (i) until two years after each of their employment terminates (such date, the “Termination Date,” and such period, the “Restricted Period”), they are required to refrain from soliciting employees under the circumstances specified therein, (ii) until one year after their Termination Date, they are required to refrain from soliciting Blue Owl’s clients under the circumstances specified therein and (iii) until five years after their Termination Date (the “Non-Compete Restricted Period”), they are required to refrain from interfering with Blue Owl’s relationships with investors and from competing with (a) a business line of Blue Owl’s as of their Termination Date or (b) a business line planned as of their Termination Date, to be implemented within the 12-month period following such Termination Date.

If Messrs. Ostrover’s or Lipschultz’s employment is terminated for any reason, they shall be entitled to an annual amount of 1.33% of Management Fee Revenue during the Non-Compete Restricted Period, but such entitlement does not apply in the case of a termination (i) for cause or (ii) as a result of voluntary departure prior to the fifth anniversary of the date of the Business Combination. The continued compensation described in the preceding sentence is subject to the execution and delivery to Blue Owl of a general release of claims and continued compliance with their Employment Agreement’s covenants not to compete with Blue Owl and its affiliates during the Non-Compete Restricted Period.

Mr. Kirshenbaum is party to a letter agreement with Owl Rock Capital Partners LP, dated as of July 22, 2016, which provides for certain termination benefits. Under this letter agreement, in connection with a termination of Mr. Kirshenbaum’s employment for any reason, he is entitled to (i) continued base salary and health benefits for the 12-month period following such termination, and (ii) a lump sum cash payment of $1 million to be paid upon the one year anniversary of such termination. The letter agreement was entered into in exchange for Mr. Kirshenbaum’s agreement to a 12-month post-employment non-solicitation period and 12-month post-employment period of continued duties of fidelity and good faith.

The following table sets forth the number of shares and units, as well as the market value of such shares and units, outstanding for our NEOs as of December 31, 2022. The dollar amounts shown in the table below do not reflect the value of compensation actually received by the NEOs.

The following table sets forth certain information with respect to the vesting of Blue Owl Operating Group Units in 2022, with respect to our NEOs.

As described in the section titled “Narrative Description to the Summary Compensation Table and the Grant of Plan-Based Awards Table for the 2022 Fiscal Year – Written Agreements,” our NEOs have certain entitlements to payment upon termination. Under Messrs. Ostrover’s and Lipschultz’s employment agreements, in the event either of Messrs. Ostrover’s or Lipschultz’s employment had terminated on December 31, 2022, for any reason other than (a) for cause or (b) as a result of voluntary departure by such NEO prior to the fifth anniversary of the date of the Business Combination, each of Messrs. Ostrover and Lipschultz would have been entitled to an annual amount of approximately $80,571,799 each (based on total GAAP management fees earned by Blue Owl in 2022), which amount would comprise 1.33% of Management Fee Revenue during the five-year Non-Compete Restricted Period. In accordance with the terms of Mr. Kirshenbaum’s letter agreement described above, in the event Mr. Kirshenbaum’s employment had terminated for any reason on December 31, 2022, he would have been entitled to approximately $1,556,575, which amount comprises one year of Mr. Kirshenbaum’s base salary and health benefits and a lump sum cash payment of $1 million to be paid upon the one-year anniversary of such termination.

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

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

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 the 2022 total compensation of Douglas I. Ostrover, our Chief Executive Officer, of $10,135,385 was approximately 30 times the total compensation of a median employee in 2022 of $342,507.

We identified the median employee using the base salary, bonus and value of equity awards granted in fiscal year 2022 for all individuals, excluding our Chief Executive Officer, who were employed by us on December 31, 2022. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we used for determining the Chief Executive Officer compensation shown in the “2022 Summary Compensation Table.”

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

We do not use Total Stockholder Return as a performance measure in our overall executive compensation program, and, as a result, there is not a direct correlation between the amount of “compensation actually paid” to the PEO and the average amount of “compensation actually paid” to the non-PEO NEOs as set forth in the table.

We do not use our Net Loss as a performance measure in our overall executive compensation program, and, as a result, there is not a direct correlation between the amount of “compensation actually paid” to the PEO and the average amount of “compensation actually paid” to the non-PEO NEOs as set forth in the table.

Each director who is not an employee of any entity related to Blue Owl (“independent directors”) receives an annual cash retainer of $150,000 per year for service as a member of the Board, as well as an annual equity grant of RSUs equal to $100,000 (based on a volume-weighted average share price leading up to the grant date, which amount will differ from the grant date fair value of such awards under ASC 718 presented in the table below), which fully vest in the year following the date of grant, subject to the Board member’s continued service on our Board. Members of the audit committee (other than its chair) are entitled to receive an additional cash retainer of $25,000 per year for committee service, and the chair of the audit committee is entitled to receive an additional cash retainer of $50,000 for his or her committee service.

We also reimburse independent directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including travel expenses in connection with their attendance in-person at Board and committee meetings. Directors who are employees of or provide services to (other than as a director) any entity related to Blue Owl Capital Inc. did not receive any compensation for their services as directors.

The Board periodically reviews the compensation of the independent directors in order to ensure the appropriateness of the compensation program.

The following table sets forth certain information regarding the beneficial ownership of our Class A Shares, Class C Shares and Class D Shares as of the date hereof based on their reported ownership as of April 19, 2023, with respect to (i) each person known by us to beneficially own 5% or more of our outstanding Class A Shares, Class C Shares or our Class D Shares; (ii) each member of the Board and each NEO; and (iii) the members of the Board and our executive officers as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Company stock issuable upon exercise of options and warrants currently exercisable within 60 days are deemed outstanding solely for purposes of calculating the percentage of total voting power of the beneficial owner thereof. On May 3, 2022, the aggregate voting power of the Class B Shares and Class D Shares changed from 90% to 80%, pursuant to the Charter Amendment. See “Summary—Recent Developments,” as well as our Current Report on Form 8-K filed with the SEC on April 11, 2022, and our Information Statement on Schedule 14C filed with the SEC on April 11, 2022. The percentage of total voting power set forth in the table is calculated based on this change.

The following beneficial ownership percentages are based on 445,872,226 Class A Shares, zero Class B Shares, 642,123,728 Class C Shares and 319,132,127 Class D Shares issued and outstanding as of April 19, 2023.

Unless otherwise indicated, the Company believes that each person named in the table below has sole voting and investment power with respect to all shares of Company common stock beneficially owned by them.

At the closing of the Business Combination (“Closing”), Blue Owl, Altimar Sponsor LLC, a Delaware limited liability company (“Altimar Sponsor”), certain equityholders of Altimar (together with Altimar Sponsor as “Altimar Founders”), certain of the Owl Rock Equityholders and the Dyal Equityholders and certain other parties thereto entered into the Investor Rights Agreement.

The Investor Rights Agreement provided for an initial nine-person board of directors, consisting of (i) three individuals to be designated by the Owl Rock Principals, which initially include Doug I. Ostrover, Marc S. Lipschultz and one other individual to be designated by the Owl Rock Principals, (ii) two individuals designated by the Dyal Principals, which initially include Michael D. Rees and Sean Ward, (iii) one individual designated by Neuberger and (iv) three independent directors selected by a majority of the Key Individuals. The Oak Street Investor Rights Agreement (discussed below) expanded the board of directors to 10 members upon consummation of the Oak Street Acquisition. Neuberger has certain continued nomination rights for one director while they maintain in excess of certain ownership percentages, as determined in accordance with the Investor Rights Agreement, and the Owl Rock Principals and Dyal Principals have agreed to take actions to approve such nominations. Blue Owl has qualified as, and has elected to be treated as, a controlled company within the meaning of the NYSE rules at the Closing, and has agreed to certain covenants in accordance therewith.

Pursuant to the Investor Rights Agreement, the Board has delegated day-to-day management of Blue Owl and its subsidiaries, subject to certain limitations (including as noted below), to an “Executive Committee.” Certain actions of the Executive Committee require the unanimous consent of the Key Individuals.

The Investor Rights Agreement provides that certain material actions of Blue Owl and/or its subsidiaries require approval of its Board and/or, until certain ownership thresholds are no longer maintained or (in some cases) an applicable time period has not expired, Neuberger.

The Investor Rights Agreement also provides Neuberger with certain preemptive rights with respect to future equity offerings by Blue Owl, Blue Owl Holdings, Blue Owl Carry and their subsidiaries, subject to certain exceptions, such as for equity issued as part of an underwritten public offering for cash or as acquisition consideration to unrelated third parties. Neuberger also has certain information rights and confidentiality obligations under the Investor Rights Agreement.

The parties to the Investor Rights Agreement have agreed (subject to exceptions for permitted transfers) to the following Lock-Up Periods: (i) in the case of Owl Rock Principals and Dyal Principals, 24 months from Closing; (ii) in the case of Altimar Sponsor and the Altimar Founders, 12 months from Closing; and (iii) in the case of all other parties thereto, six months from the Closing. Notwithstanding the foregoing, 40% of the equity issued to Owl Rock Feeder, which is attributable to Dyal Fund IV, will be released from the lock-up six months from Closing. The Seller Earnout Shares and the Seller Earnout Units received by the parties thereto are also subject to lock-up until the later of the date the holder thereof is otherwise subject to a lock-up with respect to its other equity securities and the date such shares or units have vested, as described above.

Under the terms of the Investor Rights Agreement, Blue Owl, Blue Owl Holdings and Blue Owl Carry grant the Owl Rock Equityholders and the Dyal Equityholders certain customary demand, shelf and piggyback registration rights. Blue Owl also grants the Altimar Founders certain customary shelf and piggyback registration rights.

Effective upon the consummation of the Oak Street Acquisition pursuant to the terms of the Oak Street Acquisition Agreement, Blue Owl, Blue Owl GP, Blue Owl Holdings LP, Blue Owl Carry LP, each of Douglas I. Ostrover, Marc S. Lipschultz and Michael D. Rees (the “Key Individuals”) and Marc Zahr entered into an investor rights agreement (the “Oak Street Investor Rights Agreement”). The Oak Street Investor Rights Agreement provides, among other things, that Blue Owl, each of the Key Individuals and Marc Zahr shall take all Necessary Action (as defined under the Oak Street Investor Rights Agreement) to elect Marc Zahr as a member of the Board and executive committee of Blue Owl, and Mr. Zahr will enter into a contractual lock-up with respect to Blue Owl common stock or Common Units received by Mr. Zahr and his affiliated entities as part of the transaction.

Upon consummation of the Oak Street Acquisition, pursuant to the Oak Street Acquisition Agreement, Blue Owl, the holders party thereto, including Mr. Zahr and OSREC Feeder, entered into a Registration Rights Agreement (the “Oak Street Registration Rights Agreement”), that provides each of the holder parties, including Mr. Zahr and OSREC Feeder, with certain registration rights. The Oak Street Registration Rights Agreement will, among other things, require Blue Owl to use its reasonable best efforts to file a resale shelf registration statement in the future registering each Holder’s (as defined under the Oak Street Registration Rights Agreement) resale of the shares of Blue Owl’s common stock and will provide each Holder with certain customary piggyback registration rights with respect to such shares of common stock, subject to the limitations set forth therein.

At the Closing of the Business Combination, Blue Owl GP, Blue Owl Holdings, Blue Owl Carry, Blue Owl and the holders of Common Units entered into the Exchange Agreement. The Exchange Agreement provides that such holders, subject to any applicable transfer restrictions (including restrictions on Seller Earnout Securities and applicable Lock-Up Periods), may (subject to the terms of the Exchange Agreement) exchange an equal number of Common Units and cancel an equal number of Class C Shares or Class D Shares, as applicable, for an equal number of Class A Shares or Class B Shares, as applicable, or cash. Under certain circumstances, an exchange committee to be established by Blue Owl GP may elect on behalf of Blue Owl Holdings and Blue Owl Carry to pay holders of Common Units a cash payment in lieu of delivery of Class A Shares or Class B Shares described in the foregoing sentence, with such cash payment equal to the five-day volume weighted average price of Class A Shares immediately prior to the applicable exchange date. A holder must exchange at least 10,000 Common Units in each Exchange, unless such holder owns a lesser amount of such units and is exchanging all of the Common Units held by them at such time.

The Exchange Agreement contains restrictions on the timing and amount of Exchanges of the Common Units that are intended to prevent either of the Blue Owl Operating Partnerships from being treated as a “publicly traded partnership” for U.S. federal income tax purposes; such restrictions are modeled on certain safe harbors provided for under applicable U.S. federal income tax law. Blue Owl GP may also impose additional restrictions on exchanges that Blue Owl or Blue Owl GP determines to be necessary or advisable so that neither of the Blue Owl Operating Partnerships is treated as a “publicly traded partnership” for U.S. federal income tax purposes.

The Blue Owl Operating Partnerships have made an election under Section 754 of the Code for the taxable year in which the Business Combination occurs, and such election will remain in effect for any future taxable year in which an exchange of Common Units for Class A and Class B Shares (or cash) under the Exchange Agreement occurs. Such elections have resulted in increases to the tax basis of the assets of the Blue Owl Operating Partnerships at the time of the Business Combination transactions and are expected to result in such increases for any future exchange of Common Units for Class A and Class B Shares (or cash) under the Exchange Agreement. Additionally, we have acquired from certain of the Owl Rock Equityholders certain corporations formed to hold interests in Owl Rock and are therefore entitled to utilize certain tax attributes of such corporations and are also entitled to utilize other tax attributes of the Blue Owl Operating Partnerships as a result of the Business Combination. Such increases in the tax basis of the tangible and intangible assets of the Blue Owl Operating Partnerships, as well as these other tax attributes, have reduced the amount of tax that Blue Owl or Blue Owl GP would otherwise be required to pay in the future. Such increases in tax basis and other tax attributes have also decreased gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. The IRS may challenge all or part of the tax basis increase, other tax attributes, and associated increased deductions, and a court could sustain such a challenge.

At the Closing of the Business Combination, we entered into the Tax Receivable Agreement with the Owl Rock Equityholders and Dyal Equityholders (the “TRA Recipients”) that provides for the payment by Blue Owl GP to the TRA Recipients of 85% of the amount of cash tax savings, if any, in U.S. federal, state, local and non-U.S. income tax that we actually realize (or are deemed to realize in the case of an early termination payment by us or a change in control, as discussed below) as a result of the increases in tax basis, existing tax attributes, and certain other tax benefits related to our entering into the Tax Receivable Agreement, as described above. This payment obligation is the obligation of Blue Owl GP and not the obligation of the Blue Owl Operating Partnerships. We will benefit from the remaining 15% of cash tax savings, if any, that we realize as a result of such tax attributes. For purposes of the Tax Receivable Agreement, the cash tax savings

have been computed by comparing our actual income tax liability to the amount of such taxes that we would have been required to pay had there been no increase to the tax basis of our assets as a result of the Business Combination or the exchanges and no other existing tax attributes (as described above) and had we not entered into the Tax Receivable Agreement (calculated by making certain assumptions).

The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired, unless we exercise our right to terminate the Tax Receivable Agreement for an amount based on the present value of the agreed payments remaining to be made under the agreement (as described in more detail below), there is a change of control (as described in more detail below) or we breach any of our material obligations under the Tax Receivable Agreement, in which case all obligations will generally be accelerated and due as if we had exercised our right to terminate the Tax Receivable Agreement. Estimating the amount of payments that may be made under the Tax Receivable Agreement is by its nature imprecise, as the calculation depends on a variety of factors. The actual increase in tax basis of the assets of the Blue Owl Operating Partnerships, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including:

If we do not have taxable income (determined without regard to the tax basis and other tax attributes that are subject to the Tax Receivable Agreement), we will generally not be required (absent a change of control or other circumstances requiring an early termination payment) to make payments under the Tax Receivable Agreement for that taxable year because no cash tax savings will have been actually realized. However, any cash tax savings that do not result in realized benefits in a given tax year may generate tax attributes that may be utilized to generate benefits in future tax years (with possibly some carry back potential to prior tax years for certain tax purposes). The utilization of such tax attributes will result in payments under the Tax Receivable Agreement.

Future payments under the Tax Receivable Agreement in respect of subsequent exchanges of Common Units for our Class A and Class B Shares (or cash) under the Exchange Agreement are expected to be substantial. It is possible that future transactions or events could increase or decrease the actual cash tax savings realized and the corresponding payments under the Tax Receivable Agreement. There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, the payments under the Tax Receivable Agreement exceed the actual cash tax savings we realize in respect of the tax attributes subject to the Tax Receivable Agreement and/or distributions to us by the Blue Owl Operating Partnerships are not sufficient to permit the Blue Owl GP to make payments under the Tax Receivable Agreement after it has paid taxes. The payments under the Tax Receivable Agreement are not conditioned upon the TRA Recipients’ continued ownership of us or the Blue Owl Operating Partnerships.

In addition, the Tax Receivable Agreement provides that upon a change of control, our obligations under the Tax Receivable Agreement would be accelerated as if we had exercised our early termination right based on certain assumptions, (as described below) including that we would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the Tax Receivable Agreement.

Furthermore, we may elect to terminate the Tax Receivable Agreement early by making an immediate payment equal to the present value of the anticipated future cash tax savings. In determining such anticipated future cash tax savings, the Tax Receivable Agreement includes several assumptions, including (1) that any Common Units that have not been exchanged are deemed exchanged for the market value of our Class A and Class B Shares and the amount of cash that would have been

transferred if the exchange had occurred at the time of termination, (2) we will have sufficient taxable income in each future taxable year to fully utilize all relevant tax attributes subject to the Tax Receivable Agreement, (3) the tax rates for future years will be those specified in the law as in effect at the time of termination, and (4) certain non-amortizable, non-deductible assets are deemed disposed of within specified time periods. In addition, the present value of such anticipated future cash tax savings are discounted at a rate equal to the lesser of (i) 6.5% and (ii) LIBOR plus 100 basis points.

As a result of the change in control provisions and the early termination right, we could be required to make payments under the Tax Receivable Agreement that are greater than or less than 85% of the actual cash tax savings that we realize in respect of the tax attributes subject to the Tax Receivable Agreement. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity.

Decisions made in the course of running our businesses may influence the timing and amount of payments that are received by the TRA Recipients under the Tax Receivable Agreement. For example, the earlier disposition of assets following an exchange or acquisition transaction will generally accelerate payments under the Tax Receivable Agreement and increase the present value of such payments, and the disposition of assets before an exchange or acquisition transaction will increase the tax liability of an exchanging holder without giving rise to any rights to payments under the Tax Receivable Agreement.

Payments under the Tax Receivable Agreement are based on the tax reporting positions that we will determine. Although we are not aware of any issue that would cause the IRS to challenge an increase in the tax basis of the assets of the Blue Owl Operating Partnerships that would otherwise be subject to the Tax Receivable Agreement, we will not be reimbursed for any payments previously made under the Tax Receivable Agreement with respect to a tax basis increase that is successfully challenged. As a result, in certain circumstances, payments could be made under the Tax Receivable Agreement in excess of our cash tax savings.

In connection with the Closing of the Business Combination, Blue Owl Holdings and Blue Owl Carry each entered into their respective Blue Owl Limited Partnership Agreements, which, among other things, permit the issuance and ownership of Blue Owl Holdings Common Units and Blue Owl Carry Common Units as contemplated to be issued and owned upon the consummation of the Business Combination, admit Blue Owl GP as the general partner of Blue Owl Holdings and Blue Owl Carry, and otherwise amend and restate the rights and preferences of the Blue Owl Holdings Common Units and the Blue Owl Carry Common Units set forth therein.

Subject to certain limitations, Blue Owl GP, as the general partner of each of the Blue Owl Operating Partnerships, will have the sole authority to manage the Blue Owl Operating Partnerships in accordance with the Blue Owl Limited Partnership Agreements and applicable law, provided that (i) such authority is subject to the consent rights of Neuberger described below and (ii) Blue Owl GP is not permitted to override the rights or protections of Blue Owl, its governing bodies and its stockholders pursuant to our Certificate of Incorporation, the Investor Rights Agreement or any agreement binding on Blue Owl.

Each of the Blue Owl Operating Partnerships has an identical number of Common Units outstanding which are held, in each such entity and in the same proportion, by the same persons. Further, subject to certain exceptions and limitations, the Blue Owl Limited Partnership Agreements permit the applicable Blue Owl Operating Partnership, Blue Owl GP and Blue Owl to undertake all actions necessary to maintain the one-to-one ratios between (i) the number of units in each of the applicable Blue Owl Operating Partnerships held by Blue Owl GP and the number of Class A Shares and Class B Shares issued and outstanding and (ii) the number of Blue Owl Holdings Common Units, the number of Blue Owl Carry Common Units and the number of Class C Shares or Class D Shares, as applicable, held by any person.

Pursuant to the Blue Owl Limited Partnership Agreements, except with respect to “tax distributions” described below, Blue Owl GP has the right to determine when distributions will be made to the partners of the Blue Owl Operating Partnerships (including to Blue Owl GP, with respect to its economic general partner interest in the Blue Owl Operating Partnerships) and the amount of any such distributions, provided that any such distribution is made to all of the partners pro rata in accordance with their respective ownership of Common Units.

The Blue Owl Limited Partnership Agreements provide for mandatory “tax distributions” to the partners of the Blue Owl Operating Partnerships if the taxable income of the relevant Blue Owl Operating Partnership gives rise to taxable income for its partners. Generally, these tax distributions are computed based on an estimate of the net taxable income of the relevant entity multiplied by an assumed tax rate, equal to the highest combined maximum marginal U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in New York, New York.

On October 22, 2021, we amended the 2021 Omnibus Plan and effectuated the Second Amended and Restated Blue Owl Limited Partnership Agreements of the Blue Owl Partnerships to increase the share limit under the 2021 Omnibus Plan and to allow for the issuance, from time to time of certain Incentive Units to Blue Owl MV, a vehicle formed for the benefit of certain management employees of Blue Owl, by Blue Owl Carry and Blue Owl Holdings, which Incentive Units issuances would be in addition to the issuance of certain RSUs. The Incentive Units entitle the recipient to receive, through Blue Owl MV, distributions from either Blue Owl Holdings or Blue Owl Carry in accordance with the terms of, and subject to any restrictions contained in, the applicable limited partnership agreement for each of Blue Owl Carry, Blue Owl Holdings and Blue Owl MV, and will be counted against the share limit under the Plan on a 1.25:1.00 basis.

In addition to any awards that it may grant on an ongoing basis, Blue Owl expects to make grants pursuant to the 2021 Omnibus Plan under annual or year-end incentive programs, including grants of Incentive Units and RSUs pursuant to the 2021 Omnibus Plan to its executive officers on an annual basis on or around December or January of each year, including certain of its NEOs. Any Incentive Units or RSUs granted by Blue Owl under such programs generally will be subject to time vesting, and if the recipient’s employment or service is terminated by Blue Owl without cause or due to death or disability, the plan administrator has discretion to accelerate and vest any unvested Incentive Units or RSUs, as applicable, upon such termination, and, upon any other termination, any unvested Incentive Units or RSUs, as applicable, will be immediately terminated and forfeited for no consideration. Upon a Change in Control (as defined in the 2021 Omnibus Plan), the vesting of all or a portion of any unvested Incentive Units may be accelerated in the discretion of the plan administrator and the treatment of any unvested RSUs will be determined in accordance with the terms of the 2021 Omnibus Plan. Awards under such programs will generally vest over three to five years, subject to continued employment by, or service to, Blue Owl on each applicable vesting date. The Incentive Units will be settled by delivery of an equal number of Common Units of the Blue Owl Partnerships and either Class C or Class D Shares of Blue Owl, as applicable, upon the vesting and liquidation of such Incentive Units, and the RSUs will be settled by delivery of an equal number of Class A Shares of Blue Owl. The Incentive Units or RSUs will be subject to other conditions set forth in the award agreement, such as, for the Incentive Units, specified minimum ownership terms and, for both Incentive Units and RSUs, compliance with the recipient’s applicable restrictive covenant obligations.

Prior to the Business Combination, Dyal Fund IV owned a 20% interest in Owl Rock and continues to own Blue Owl interests through Owl Rock Feeder issued in respect of such interests. One of Blue Owl’s controlled affiliates is the investment adviser to Dyal Fund IV. The management fees payable by Dyal Fund IV to the Blue Owl-controlled adviser were established as part of the offering of interests in Dyal Fund IV to its investors, and the calculation of such fees has not been modified because Blue Owl is both an investment of, and the adviser, to Dyal Fund IV.

Neuberger Berman, certain employees of Dyal and of Neuberger Berman and certain investors in Blue Owl are entitled to receive distributions of carried interest attributable to Dyal Fund IV. Such carried interest distributions may include profits generated by the performance of Blue Owl. As Blue Owl does not own carried interest in respect of Dyal Fund IV, Blue Owl will not be entitled to receive any distributions of carried interest attributable to Dyal Fund IV.

As of December 31, 2022, assets under management related to our executives and other employees totaled approximately $3.1 billion (including $1.1 billion related to accrued carried interest). A portion of these assets under management are not charged fees.

Our executive officers and directors have the opportunity to invest their own capital in products managed by us. These investments are generally on the same terms and conditions as third party investors, except that these investments generally are not subject to management fees or carried interest. These investment opportunities are also available to our senior professionals whom we have determined to have a status that reasonably permits us to offer them these types of investments in compliance with applicable laws. We encourage these persons to invest in the products managed by us because we believe that such investing further aligns their interests with those of the limited partners of our funds and our firm.

In addition, our independent directors are permitted to participate in such investments up to a certain threshold, which the Board has determined will not compromise their independence.

During the year ended December 31, 2022, the following executive officers and directors invested their own capital in and alongside our funds (including amounts related to indirect investments made through pooled vehicles): Mr. Ostrover invested an aggregate of $13,460,076; Mr. Lipschultz invested an aggregate of $11,043,152; Mr. Rees invested an aggregate of $10,173,712; Mr. Kirshenbaum invested an aggregate of $664,354; Mr. Laurino invested an aggregate of $1,706,673; Mr. Packer invested an aggregate of $3,984,770; Mr. Polland invested an aggregate of $190,213; Ms. Reddy invested an aggregate of $20,500; Mr. Ward invested an aggregate of $1,432,912; and Mr. Zahr invested an aggregate of $2,093,799.

Some of our products generate performance-based fees, including carried interest. The Company will be allocated 15% of the carried interest attributable to future GP Capital Solutions and Direct Lending products as well as 15% of the carried interest in existing and future Real Estate products.

In connection with the formation of Net Lease Trust (“NLT”) in August 2022, Owl Rock Feeder FIC LLC (“FIC”), an entity owned and controlled by certain of our senior management, including Messrs. Ostrover, Lipschultz, Packer and Kirshenbaum, acquired interests of NLT for $2,100,000, which amount represented the net asset value of such interests at such time. Following the completion of fundraising in NLT by third party investors, in January 2023 we acquired the interests in NLT owned by FIC for $2,158,758, which amount represented the net asset value of such interests at such time.

Matthew Rees, brother of Michael D. Rees, Director and Co-President of the Company, is an employee of, and receives compensation from the Company. During 2022, Matthew Rees served and currently serves as a Managing Director. In 2022, Matthew Rees received (i) a base salary of approximately $241,120 and (ii) a bonus of approximately $6,869,567 (inclusive of stock awards as valued under ASC 718).

At the Closing of the Business Combination, Blue Owl entered into a Transition Services Agreement with Neuberger (the “Transition Services Agreement”), pursuant to which Neuberger has agreed to provide certain transition services, including, among other things, the sublease of Dyal office space at 1290 Avenue of the Americas, New York, New York. Blue Owl will reimburse Neuberger for certain third party expenses incurred by Neuberger in connection with providing the transition services.

Blue Owl may make use of aircraft owned by its related parties for business purposes in the ordinary course of its operations and in accordance with any applicable travel policy. Blue Owl will reimburse such related parties for this use based on current market rates which will generally be determined based on a comparable quote from a third-party charter company. The reimbursement may be recovered from a Blue Owl fund to the extent and in such amount that such reimbursement is eligible under such fund’s agreements and in accordance with applicable policies and procedures. Blue Owl will not bear any operating, personnel or maintenance costs associated with the aircraft. Personal use of the aircraft will not be charged to Blue Owl. The Company recorded expenses for aircraft reimbursements of $2.6 million for the year ended December 31, 2022.

Blue Owl’s Board adopted a written related person transaction policy that sets forth the following policies and procedures for the review and approval or ratification of related person transactions.

A “Related Person Transaction” is a transaction, arrangement or relationship, or any series of similar transactions, arrangements, or relationships, in which Blue Owl or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000 in any fiscal year, and in which any related person had, has or will have a direct or indirect material interest. In the future, our executive officers, other employees and directors may make similar investments in our products in the ordinary course.

A “Related Person” means:

Blue Owl has policies and procedures designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. For example, Blue Owl has a Code of Business Conduct and Ethics that generally prohibits officers or directors of Blue Owl from engaging in any transaction where there is a conflict between such individual’s personal interest and the interests of Blue Owl. Waivers to the Code of Business Conduct and Ethics will generally only be obtained from the audit committee, or if for an executive officer, by the Board, and are publicly disclosed as required by applicable law and regulations. In addition, the audit committee will be required to review and approve all related-party transactions (as defined in Item 404 of Regulation S-K).

Upon the consummation of the Business Combination, we entered into indemnification agreements with each of the newly elected directors and newly appointed executive officers which provide that we will indemnify such directors and executive officers under the circumstances and to the extent provided for therein, from and against all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal, and including appeals, in which he or she may be involved, or is threatened to be involved, as a party or otherwise, to the fullest extent permitted under Delaware law and our bylaws.

The audit committee has the responsibility to approve the appointment of and compensation of the Company’s independent accounting firm that audits the Company’s financial statements. The audit committee has approved the appointment of KPMG LLP (“KPMG”) as the independent registered public accounting firm for the Company for the year ending December 31, 2023.

Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of KPMG as our independent registered public accounting firm. However, the audit committee is submitting the selection of KPMG to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the audit committee will reconsider whether or not to retain KPMG. Even if the selection is ratified, the audit committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the audit committee determines that such a change would be in our and our stockholders’ best interests.

KPMG has advised the Company that neither the firm nor any present member or associate of it has any financial interest, direct or indirect, in the Company or its affiliates.

The Company expects that a representative of KPMG will be present at the Annual Meeting, will have an opportunity to make a statement if he or she so chooses and will be available to answer questions.

The Company engaged KPMG to act as its independent registered public accounting firm for fiscal year 2022.

In accordance with our Corporate Governance Guidelines, the audit committee has the responsibility to approve the appointment of and compensation of KPMG. All services reported for the Company in the audit fees, audit-related fees and tax fees above were approved by the audit committee. KPMG performed the services for the funds reported above for the years ended December 31, 2022 and 2021, of which the audit committee was aware of and considered when determining the independence of KPMG.

The primary purposes of the audit committee are to assist the Board in its oversight of (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) the qualifications and independence of our independent registered public accounting firm and (iv) the performance of our internal audit function and our independent registered public accounting firm. In addition, the audit committee may review and approve any related person transactions.

As noted above, the audit committee assists the Board in appointing our independent registered public accounting firm, KPMG LLP, which includes, among other things, reviewing and evaluating the qualifications, performance and independence of the lead audit partner responsible for our audit, overseeing the required rotation of the lead audit partner and reviewing and considering the selection of the lead audit partner. In appointing KPMG LLP and the lead audit partner, the audit committee considered, among other things, the quality and efficiency of the services provided, including the results of a global internal survey of KPMG LLP’s performance, the technical capabilities of the engagement teams, external data concerning KPMG LLP’s audit quality and performance obtained from reports of the Public Company Accounting Oversight Board (“PCAOB”) and the engagement teams’ understanding of our Company’s business. The audit committee and the Board believe that the continued retention of KPMG LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its stockholders and have recommended that stockholders ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023.

The audit committee discussed the auditors’ review of our quarterly financial information with the auditors prior to the release of such information and the filing of our quarterly reports with the SEC. The audit committee also met and held discussions with management and KPMG LLP with respect to our audited year-end financial statements.

This audit committee report is not deemed filed under the Securities Act or the Exchange Act, and is not incorporated by reference into any filings that we may make with the SEC.

Stockholders may present proper nominations of candidates for director or other proposals for inclusion in the Company’s proxy statement and proxy card for consideration at the 2024 Annual Meeting of Stockholders by submitting such nominations or proposals in writing to the Secretary of the Company in a timely manner, calculated in the manner provided in Rule 14a-8(e) of the Exchange Act, applicable state law and the Organizational Documents.

To be considered timely under Rule 14a-8(e) of the Exchange Act for inclusion in the Company’s proxy statement and proxy card for a regularly scheduled annual meeting, a stockholder’s proposal must be received at the Company’s principal executive offices not less than 120 calendar days before the anniversary of the date the Company’s proxy statement was released to stockholders for the previous year’s annual meeting. Accordingly, a stockholder’s proposal must be received no later than December 26, 2023, in order to be included in the Company’s proxy statement and proxy card for the 2024 Annual Meeting.

In addition to satisfying the requirements of our Bylaws, including the notice deadlines set forth above and therein, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees, other than the Company’s nominees, must also comply with the additional requirements of Rule 14a-19 under the Exchange Act.

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

This year a number of brokers with account holders who are the Company’s stockholders will be “householding” the Company’s proxy materials. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. If you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. We will promptly deliver a separate copy of these documents to you upon written or oral request to the Company’s Investor Relations Department at Blue Owl Capital Inc., 399 Park Avenue, 37th Floor, New York, NY 10022, Telephone: (212) 419-3000. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, please notify your broker. Stockholders who currently receive multiple copies of the proxy statement and annual report at their addresses and would like to request “householding” of their communications should contact their brokers.

Other than for any interest arising from (i) the ownership of our common stock or (ii) any nominee’s election to office, we are not aware of any substantial interest of any director, executive officer, nominee for election as a director or associate of any of the foregoing in any matter to be acted upon at the Meeting.

The Board is not aware of any other matters to be presented at the Annual Meeting. Should any other matter requiring a vote of stockholders properly arise, it is the intention of the persons named in the proxy to vote in accordance with their discretion on such matters.