BLUE OWL CAPITAL INC CLASS A (OWL)

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2026 Annual Meeting Analysis

OWL · Meeting: June 4, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

0

Directors AGAINST

3

Say on Pay

AGAINST

Auditor

FOR

Director Elections

Election of Class II Directors

/3 AGAINST

Against Analysis

✗ AGAINST
Claudia HolzTSR underperformance XLF: 3yr OWL +3.8% vs XLF +65.0%, gap -61.2pp exceeds 50pp threshold for low-positive TSR tier; 5yr OWL +20.7% vs XLF — 5yr check does not rescue (insufficient data to confirm 5yr gap is below threshold, and stock context confirms trigger applies)

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.

✗ AGAINST
Marc S. LipschultzTSR underperformance XLF: 3yr OWL +3.8% vs XLF +65.0%, gap -61.2pp exceeds 50pp threshold for low-positive TSR tier; executive director subject to same TSR trigger as all other directors

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.

✗ AGAINST
Michael D. ReesTSR underperformance XLF: 3yr OWL +3.8% vs XLF +65.0%, gap -61.2pp exceeds 50pp threshold for low-positive TSR tier; executive director subject to same TSR trigger as all other directors

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

✗ AGAINST

CEO

Douglas I. Ostrover

Total Comp

$29,237,055

Prior Support

N/A

CEO pay level: $29.2M total compensation likely above benchmark for co-CEO at $15B financial services companyno compensation committee: pay for co-CEOs set formulaically without independent committee oversightpay for performance misalignment: variable pay above benchmark while 3yr TSR underperformed XLF by 61.2ppincentive units vest immediately on grant: equity awards vested upon grant date with only a 1-year lockup, functioning more like current cash compensation than long-term incentive payno performance conditions on equity: incentive units granted to co-CEOs vest automatically based on management fee revenue formula, not on stock price or shareholder return outcomessay on pay vote frequency every 3 years: shareholders cannot register annual disapproval

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

✓ FOR

Auditor

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.

Filing date: April 17, 2026·Policy v1.2·high confidence