BLUE OWL CAPITAL INC CLASS A (OWL)
Sector: Financials
2026 Annual Meeting Analysis
OWL · Meeting: June 4, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Class II Directors
Against Analysis
Ms. Holz has served since May 2021 and her full tenure overlaps the 3-year period during which OWL's stock returned only +3.8% compared to the XLF financial sector fund's +65.0% — a gap of 61.2 percentage points that exceeds the 50-point trigger threshold for companies with low-positive returns, warranting a vote against despite her strong audit credentials.
Mr. Lipschultz has served as Co-CEO and director since May 2021, so his tenure fully overlaps the 3-year underperformance period during which OWL's stock trailed the XLF financial sector fund by 61.2 percentage points — well above the 50-point threshold — triggering a vote against under the policy's director TSR accountability standard, independent of any pay evaluation.
Mr. Rees has served as Co-President and director since May 2021, so his full tenure overlaps the 3-year period of significant stock underperformance relative to the XLF financial sector fund (gap of 61.2 percentage points versus a 50-point trigger threshold), warranting a vote against under the director TSR accountability standard.
For Analysis
All three Class II director nominees — Claudia Holz (independent), Marc Lipschultz (Co-CEO), and Michael Rees (Co-President) — have served since May 2021 and their tenures fully overlap a 3-year period in which OWL's stock returned only +3.8% while the XLF financial sector fund returned +65.0%, a gap of 61.2 percentage points that substantially exceeds the 50-point trigger threshold applicable to companies with low-positive absolute returns. The 5-year return of +20.7% is positive but the stock context confirms the trigger applies. A vote AGAINST all three nominees is warranted.
Say on Pay
✗ AGAINSTCEO
Douglas I. Ostrover
Total Comp
$29,237,055
Prior Support
N/A
The Co-CEOs each received approximately $29.2 million in total compensation in 2025 — almost entirely in the form of equity awards (called Incentive Units) that vested immediately upon grant based on a fixed formula tied to management fee revenue, with no performance conditions linked to stock price, shareholder returns, or any other outcome-based measure. This structure means executives received large, growing equity grants every year while shareholders watched the stock fall 39% over the past year and trail the XLF financial sector fund by over 61 percentage points over three years — a direct disconnect between executive pay and shareholder experience that the policy requires a vote against. Compounding the concern, there is no independent compensation committee (pay for the top four executives is set by contractual formula, and pay for other named executives is set by those same executives), and shareholders only get to vote on executive pay every three years, limiting accountability.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$5,735,736
Non-Audit Fees
$28,558
Looking only at fees paid by the Company (not the funds it manages, which are separate entities not consolidated into OWL's financials), KPMG received $5,707,178 in core audit fees and $28,558 in audit-related fees, with zero tax or other fees — the non-audit ratio is less than 1% of audit fees, far below the 50% threshold that would raise independence concerns, and KPMG is a Big Four firm appropriate for a $15 billion company.
Overall Assessment
OWL's 2026 annual meeting presents a ballot with significant governance concerns: all three Class II director nominees are voted against due to the company's severe 3-year stock underperformance relative to the XLF financial sector fund (a 61.2 percentage point gap), and the Say on Pay vote is also voted against because the co-CEOs' large and growing equity awards vest immediately upon grant with no performance conditions tied to shareholder outcomes, creating a fundamental disconnect between executive pay and the investor experience. The auditor ratification of KPMG is the only proposal receiving a favorable vote, as the company's non-audit fees are negligible relative to audit fees and KPMG is an appropriate auditor for a company of OWL's size.