Andrew Komaroff
About Andrew S. Komaroff
Andrew S. Komaroff (age 56) is an independent Class III director of Blue Owl Capital Inc. (OWL) serving since May 2021. He is Chief Operating Officer of Neuberger Berman Group LLC, with oversight of client coverage and distribution, information technology, and operations; previously interim CFO following Neuberger’s 2009 employee-led buyout, and earlier roles at McKinsey, Ripplewood Holdings, and Equavant. He holds a BA from Williams College (Phi Beta Kappa) and a JD from Stanford Law School (Order of the Coif) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neuberger Berman Group LLC | Chief Operating Officer; interim CFO post-2009 buyout | 2001–present (joined predecessor firm in 2001) | Oversight of client coverage, distribution, IT, operations; interim CFO during critical transition |
| Ripplewood Holdings | Principal | Prior to 2001 | Private equity investing exposure |
| McKinsey & Co. | Management Consultant | Prior to 2001 | Strategy and operations advisory |
| Equavant Group | Executive Vice President | Prior to 2001 | Executive leadership at internet exchange acquired in 2001 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Writing Revolution | Board of Trustees | Current | National non-profit governance role |
Board Governance
- Board classification and tenure: Class III director; Class III terms run to the 2027 annual meeting; serving on OWL’s board since May 2021 .
- Independence: Board determined Komaroff is independent under NYSE listing standards .
- Committee assignments: OWL maintains an audit committee (Holz, Polley, Weeks; Holz as chair). Komaroff is not listed on any board committee .
- Board leadership and structure: OWL is a controlled company; combined Chair/Co-CEO role; not required to maintain independent comp/nom committees under NYSE controlled-company exemption .
- Attendance and engagement: In 2024, the Board met nine times; each director attended at least 75% of Board/committee meetings during their service; all directors then serving attended the 2024 annual meeting .
- Executive sessions: The Board holds regularly scheduled sessions where some or all independent directors meet without management .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Independent directors are generally paid $150,000 plus committee retainers, but Neuberger-affiliated directors are expected to waive compensation; Komaroff received no director fees in 2024 . |
| Committee retainers | $0 | Audit committee membership ($25,000) or chair ($50,000) do not apply; Komaroff is not on the audit committee . |
Performance Compensation (Director)
| Equity/Metric | 2024 Detail | Vesting/Terms |
|---|---|---|
| Annual RSU grant (independent directors) | Program increased from $100,000 to $200,000 in FY2024; however, Komaroff (Neuberger-affiliated) received no stock awards (waived) . | Standard grants vest the following year; not applicable to Komaroff in 2024 . |
No director performance metrics (TSR, EBITDA, etc.) are used for director pay; Komaroff received no cash or equity compensation for board service in 2024 .
Other Directorships & Interlocks
| Entity | Nature of Relationship | Implications |
|---|---|---|
| Neuberger Berman | Neuberger has nomination and consent rights via Investor Rights Agreement; Komaroff is Neuberger’s designee on OWL’s board . | Potential influence over board composition and key actions; governance sensitivity under controlled-company framework . |
| GP Stakes IV / GP Stakes II / GP Stakes V (Blue Owl GP Strategic Capital funds) | Certain Neuberger employees, including Komaroff, are entitled to distributions of carried interest from GP Stakes IV, GP Stakes II, and GP Stakes V; these funds have held interests tied to Owl Rock/Blue Owl and related acquisitions (Atalaya, IPI) . | Economic exposure via carry could create perceived conflicts related to Blue Owl transactions and outcomes . |
Expertise & Qualifications
- Financial and operational leadership at a major global asset manager; oversight of distribution, IT, and operations .
- Prior strategy and private equity experience (McKinsey; Ripplewood); executive leadership in fintech/internet exchange (Equavant) .
- Legal and analytical training (JD, Stanford; BA, Williams; Phi Beta Kappa; Order of the Coif) .
Equity Ownership
| Class | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Class A | 0 | — | No Class A/C/D shares reported as of April 17, 2025 . |
| Class C | 0 | — | — |
| Class D | 0 | — | — |
| Combined voting power | — | — | No beneficial ownership reported |
- Pledging/hedging: OWL prohibits short sales/hedging; pledges require approval and specific thresholds. Pledged positions disclosed for certain insiders do not include Komaroff .
- Related investments: In 2024, Komaroff invested $50,008 alongside Blue Owl-managed funds (on standard insider terms); independent directors may invest up to a threshold without compromising independence .
Governance Assessment
- Strengths
- NYSE independence; regular independent director sessions; attendance at or above 75% threshold; no director fees or equity grants accepted (reduces direct pay conflicts) .
- Deep operating and distribution expertise in asset management; legal training supports oversight rigor .
- Watch items and potential conflicts
- Controlled company status: Board need not maintain independent comp/nom committees; combined Chair/Co-CEO role concentrates authority .
- Neuberger influence: Neuberger holds nomination and certain consent/preemptive rights; Komaroff is Neuberger’s designee—monitor for alignment with minority shareholders in transactions or equity plan decisions .
- Carried interest entitlements: Neuberger employees (including Komaroff) are entitled to carry distributions from GP Stakes funds with exposure to Owl Rock/Blue Owl interests and recent acquisitions (Atalaya, IPI), creating perceived related-party economics around Blue Owl outcomes .
- Alignment considerations
- No direct OWL equity reported; while fee/stock waivers avoid direct compensation conflicts, absence of meaningful direct stock ownership may limit “skin-in-the-game” alignment relative to other independent directors who receive RSUs .
RED FLAGS
- Controlled-company governance exemptions and combined Chair/Co-CEO roles reduce independent oversight levers .
- Neuberger nomination/consent rights and Komaroff’s carried interest eligibility tied to GP Stakes funds with Blue Owl exposure represent ongoing related-party sensitivities to track in transactions and equity plan approvals .
Overall implication: Komaroff brings valuable operating expertise and maintains NYSE independence with full meeting engagement, but investors should monitor Neuberger-linked rights and GP Stakes carry economics for potential conflicts in strategic and compensation-related decisions.