Claudia Holz
About Claudia Holz
Claudia A. Holz (age 67) is an independent director of Blue Owl Capital Inc. (OWL) serving since May 2021; she is a CPA in New York and former KPMG audit partner who retired after 35+ years in September 2017, and chairs OWL’s Audit Committee. She is designated the Audit Committee Financial Expert and holds a BS in Accounting, magna cum laude, from Syracuse University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit Partner; Partner-in-charge, NY Investment Management Audit Practice | Retired Sep 2017 after 35+ years | Supervised audits of financial statements and internal controls of public/private companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Beacon funds | Audit & Compliance Committee member | Since April 2018 | Oversees and assesses performance of annual audits by the funds’ auditors |
Board Governance
- Board classification: Class II director; term aligned to annual meeting cycle (Class II through 2026) .
- Committee assignments: Audit Committee Chair; members are Holz (Chair), Stacy Polley, and Dana Weeks; Board determined all are independent under SEC/NYSE rules; Holz is the Audit Committee Financial Expert .
- Attendance and engagement: In 2024, Board held 9 meetings and Audit Committee held 10; each director attended at least 75% of Board/committee meetings during their service; all directors attended the 2024 Annual Meeting .
- Audit Committee scope: Oversees financial reporting integrity, compliance, auditor qualification/independence, internal audit function, and cybersecurity/IT risk; may review and approve related party transactions .
- Controlled company context: OWL is a controlled company; the Board does not have a compensation committee and certain comp functions are handled by senior management, with the Board approving final equity grants .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board cash retainer | $150,000 | For independent directors |
| Audit Committee Chair cash retainer | $50,000 | Additional for chair role |
| Total cash (2024) | $200,000 | Reported as “Fees Earned or Paid in Cash” |
| Meeting fees | None disclosed | No meeting fees disclosed |
| Expense reimbursement | Reasonable out-of-pocket expenses reimbursed | Travel for in-person meetings |
2024 Director Compensation (as reported):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Claudia A. Holz | 200,000 | 192,809 | 392,809 |
Performance Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| RSU units granted | 9,485 (transaction date May 11, 2023) | 10,887 (grant May 9, 2024; vests May 15, 2025; ASC 718 fair value $192,809) | 10,905 (transaction date May 8, 2025) |
| Vesting | Not detailed in proxy for 2023 | Fully vests in the year following grant; specific vest date May 15, 2025 | Not detailed; consistent with annual director RSU vesting in year following grant |
| Option awards | None | None | None |
| Performance conditions | None (time-based vesting) | None (time-based vesting) | None (time-based vesting) |
Additional notes:
- OWL does not currently grant stock options, SARs or option-like instruments; therefore, no option timing policy applies .
- Clawback policy adopted per NYSE/Exchange Act Section 10D applies to incentive-based compensation for executives; no clawbacks disclosed as applied to date .
- Insider Trading Policy prohibits hedging and short-selling; pledging may be permitted with audit committee approval subject to pledge and LTV requirements; existing pledge disclosures are in the security ownership section .
Other Directorships & Interlocks
| Entity | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| American Beacon funds | Audit & Compliance Committee member | Audit & Compliance | Not a disclosed public company board; governance oversight role in mutual fund complex |
No other public company directorships or disclosed interlocks for Holz were identified in the latest proxy .
Expertise & Qualifications
- CPA (New York); extensive audit leadership; partner-in-charge of KPMG’s NY investment management audit practice; deep experience in financial statement and internal controls audits .
- Audit Committee Financial Expert designation under Item 407(d)(5)(ii) Regulation S-K .
- Education: BS in Accounting, magna cum laude, Syracuse University .
- Audit committee oversight includes cybersecurity risk governance .
Equity Ownership
| Metric | As of Apr 19, 2024 | As of Apr 17, 2025 |
|---|---|---|
| Class A Shares beneficially owned (shares) | 57,688 | 68,575 |
| Percent of Class A outstanding | * (<1%) | * (<1%) |
| Footnote details | Includes 9,485 RSUs scheduled to vest May 15, 2024 and 18,203 Class A held directly | Includes 10,887 RSUs scheduled to vest May 15, 2025, 30,000 Class A held by spouse, and 27,688 Class A held directly |
| Unvested director RSUs at 12/31/2024 (units) | — | 10,887 |
Current Form 4 indications:
- Post-transaction ownership after 2024 RSU award: 38,575 Class A (Form 4) .
- Post-transaction ownership after 2025 RSU award: 49,480 Class A (Form 4; direct ownership) .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Security | Units | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2023-05-11 | 2023-05-15 | A (Award) | Class A Shares (RSU-related) | 9,485 | $0 | 27,688 | https://www.sec.gov/Archives/edgar/data/1823945/000089924323012919/0000899243-23-012919-index.htm |
| 2024-05-09 | 2024-05-13 | A (Award) | Class A Shares (RSU-related) | 10,887 | $0 | 38,575 | https://www.sec.gov/Archives/edgar/data/1823945/000095017024058708/0000950170-24-058708-index.htm |
| 2025-05-08 | 2025-05-09 | A (Award) | Class A Shares (RSU-related) | 10,905 | $0 | 49,480 | https://www.sec.gov/Archives/edgar/data/1823945/000095017025068084/0000950170-25-068084-index.htm |
Notes: Reporting name “Holz Claudia A”; direct ownership indicated; transaction type code A=Award. Data from insider-trades skill output.
Governance Assessment
- Strengths: Independent director and Audit Chair with CPA credentials and deep audit experience; designated audit financial expert; committee scope includes cybersecurity risk, enhancing risk oversight; all directors met ≥75% attendance and participated in the 2024 Annual Meeting, indicating baseline engagement .
- Alignment: Director compensation includes meaningful equity via RSUs with time-based vesting; 2024 equity grant increased to $200,000, vesting after one year, supporting ownership alignment; beneficial ownership includes direct and spouse holdings, and unvested RSUs .
- Cautions/RED FLAGS:
- Controlled company status and lack of a separate compensation committee; senior management determines most executive compensation with Board approval of equity grants, which may reduce independent oversight of pay .
- Insider Trading Policy permits pledging with audit committee approval; while pledges are disclosed for certain principals, no pledges are disclosed for Holz; hedging and short-selling are prohibited, mitigating alignment risk .
- Former KPMG partner while KPMG serves as OWL’s auditor; however, Board explicitly affirmed heightened independence and audit financial expert status for Holz and committee members under SEC/NYSE rules, reducing conflict concerns .
- Shareholder feedback: Prior say-on-pay (2022) received majority support; frequency set to every three years; 2025 say-on-pay recommended FOR by Board, reflecting continued executive pay framework; useful context for oversight environment .
Overall, Holz’s audit leadership and independence underpin board effectiveness on financial, compliance, and cybersecurity oversight, with adequate attendance and equity alignment; governance caution areas stem from OWL’s controlled company structure and centralized compensation decision-making rather than Holz-specific conflicts .