Douglas Ostrover
About Douglas Ostrover
Douglas I. Ostrover (age 62) is Co-Chief Executive Officer of Blue Owl Capital Inc. and Chairman of the Board, serving since May 2021. He co-founded Owl Rock Capital Partners (predecessor to Blue Owl’s Credit platform) and previously founded GSO Capital Partners (Blackstone’s alternative credit platform), after leadership roles at Credit Suisse First Boston and Donaldson, Lufkin & Jenrette; he holds an MBA from NYU Stern and a BA in Economics from the University of Pennsylvania . Blue Owl discloses that executive pay is not formally tied to specific performance metrics; compensation directionally tracked TSR and GAAP net income trends, but the company does not use TSR or net income as pay measures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Donaldson, Lufkin & Jenrette (DLJ) | MD overseeing High Yield & Distressed Sales, Trading & Research | 1992–2000 | Built and led high yield/distressed franchise |
| Credit Suisse First Boston (CSFB) | Global Co-Head; later Chairman, Leveraged Finance Group | 2000–2005 | Led origination, distribution, and trading in high yield, loans, credit derivatives; scaled platform |
| GSO Capital Partners / Blackstone | Founder; Senior Managing Director | 2005–2015 | Established alternative credit platform at Blackstone; senior leadership |
| Owl Rock Capital Partners | Co-Founder | Pre-2021 | Built predecessor to Blue Owl’s Credit platform |
| Blue Owl Capital Inc. | Co-CEO; Chairman of the Board; Co-CIO for Credit Advisers | 2021–present | Leads firm strategy and Credit platform; board chair governance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Michael J. Fox Foundation | Board of Directors | Ongoing | Non-profit governance, healthcare advocacy |
| Mount Sinai Health System | Board of Directors | Ongoing | Health system oversight |
| Memorial Sloan Kettering (Leadership Council) | Leadership Council | Ongoing | Cancer research leadership support |
| Brunswick School | Investment Committee | Ongoing | Endowment oversight |
Fixed Compensation
| Year | Base Salary ($) | Cash Bonus ($) | All Other Compensation ($) | Total Compensation ($) |
|---|---|---|---|---|
| 2022 | 500,000 | — | 625,047 | 10,135,385 |
| 2023 | 500,000 | — | 673,599 | 18,478,195 |
| 2024 | 500,000 | — | 745,812 (wealth mgmt $677,132; supplemental medical $37,905; personal office rent $30,757) | 23,912,432 |
Notes:
- Blue Owl sets base salaries at $500,000 for most NEOs; bonuses are not paid to the Co-CEOs; “All Other Compensation” includes firm-paid wealth management services, supplemental insurance, and in 2024 personal office rent for Mr. Ostrover .
Performance Compensation
Key design:
- Ostrover’s employment agreement entitles him to “Additional Amounts” equal to up to 1.33% of GAAP Management Fee Revenue in excess of base compensation, paid in Incentive Units if offered and elected; for 2024 he elected 100% in Incentive Units, which vest at grant but are subject to a one-year lock-up before settlement into Operating Group Units and vote-only shares (Class C) .
2024 grants detail:
| Grant Date | Award Type | Units (#) | Grant Date Fair Value ($) | Vesting | Lock-up |
|---|---|---|---|---|---|
| Feb 16, 2024 | Incentive Units (quarterly payment: Q4’23) | 396,546 | 6,717,489 | Fully vested at grant | 1 year |
| May 9, 2024 | Incentive Units (Q1’24) | 286,460 | 4,958,623 | Fully vested at grant | 1 year |
| Aug 9, 2024 | Incentive Units (Q2’24) | 315,107 | 5,003,899 | Fully vested at grant | 1 year |
| Nov 7, 2024 | Incentive Units (Q3’24) | 273,611 | 5,986,609 | Fully vested at grant | 1 year |
Payout formula and metrics:
- Metric: GAAP Management Fee Revenue; Payout: 1.33% less base salary; Vehicle: Incentive Units; Vesting: immediate; Settlement: post lock-up and capital thresholds; No options are currently granted by the company .
Pay-versus-performance framework:
- Blue Owl does not use any financial performance measures to link compensation actually paid to company performance (no TSR/net income targets). The SEC-mandated disclosure shows compensation “directionally” moved with TSR and net income, but no formal metric drives pay outcomes .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 66,773,794 Class C shares (10.9%) and 171,804,846 Class D shares (55.7%); combined total voting power 45.6% (super-voting shares aggregate to 80% until sunset) |
| Incentive Units outstanding (not in table) | 4,034,969 Incentive Units (vote-only when settled; not counted in Class A ownership) |
| Pledging | 43,409,692 Common Units held on behalf of Mr. Ostrover and spouse have been pledged to a financial institution (red flag) |
| Hedging/Pledging Policy | Hedging and short sales prohibited; pledging permitted only with prior approval by CCO and Audit Committee under Insider Trading Policy |
Employment Terms
| Provision | Terms |
|---|---|
| Agreement Type/Term | Employment agreement (amended and restated Feb 25, 2022); perpetual until terminated per terms |
| Compensation Mechanics | Up to 1.33% of GAAP Management Fee Revenue above base comp; paid in Incentive Units if offered/elected (2024: 100% in units) |
| Termination (Non-compete economics) | If employment ends other than for cause or voluntary departure before the Business Combination’s 5-year anniversary, Mr. Ostrover is entitled to an annual amount equal to 1.33% of GAAP Management Fee Revenue during the 5-year Non-Compete Restricted Period |
| Quantified termination benefit | Approx. $132,605,234 annually based on FY2024 GAAP management fees (illustrative under agreement) ; prior year illustration approx. $101,561,512 for FY2023 |
| Restrictive Covenants | Non-solicit of employees: 2 years; non-solicit of clients: 1 year; non-compete/interference: 5 years post termination |
| Clawback | NYSE-compliant clawback adopted; applies to incentive-based compensation tied to financial reporting measures |
| Insider Trading/Windows | Pre-clearance required; open window periods defined; hedging banned; pledging only by pre-approval |
| Related Party Economics | Tax Receivable Agreement payments in 2024: $2,519,710 to Mr. Ostrover |
Board Governance (dual-role implications)
- Structure: Classified board; Blue Owl is a “controlled company” under NYSE rules due to super-voting Class B/D shares aggregating 80% voting power until the sunset threshold is met .
- Leadership: Board has determined combining Chairman and Co-CEO roles is in stockholders’ best interests; Ostrover holds both roles .
- Committees: Only an Audit Committee (Holz chair; members Polley and Weeks – all independent); no compensation committee; certain comp functions handled by senior management; Co-CEO pay is formulaic under employment agreements .
- Attendance: In 2024/2025 reporting periods, all directors attended at least 75% of Board/committee meetings .
Director Compensation (context)
- Independent directors receive $150,000 cash retainer; Audit Committee members receive +$25,000 (chair +$50,000); annual RSU grant increased to $200,000 in 2024, vesting in ~1 year . As an executive, Mr. Ostrover does not receive separate director fees .
Compensation & Ownership Trends
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | 9,010,338 | 17,304,596 | 22,666,620 |
| Total Compensation ($) | 10,135,385 | 18,478,195 | 23,912,432 |
| Class C ownership (# / %) | 116,540,000 / 19.0% (as of 4/19/2024) | — | 66,773,794 / 10.9% (as of 4/17/2025) |
| Class D ownership (# / %) | 174,022,700 / 55.1% (as of 4/19/2024) | — | 171,804,846 / 55.7% (as of 4/17/2025) |
| Combined Total Voting Power (%) | 46.1% (as of 4/19/2024) | — | 45.6% (as of 4/17/2025) |
Risk Indicators & Red Flags
- Pledging: 43.4M Common Units pledged by or on behalf of Mr. Ostrover/spouse – potential forced selling risk in market stress ; pledging is allowed only with compliance approvals .
- Controlled Company: Super-voting structure concentrates control; limited independent committee oversight (no compensation committee) .
- Dual Role: Chairman + Co-CEO reduces structural independence in board leadership .
- Related Party Economics: TRA cash payments to key insiders, including Mr. Ostrover, may pressure liquidity under certain scenarios .
Say-on-Pay & Shareholder Feedback
- 2022 Say-on-Pay: Majority approval; no significant program changes .
- Say-on-Frequency: Stockholders supported triennial votes; Board continues triennial cadence; say-on-pay and say-on-frequency included in 2025 AGM agenda .
Equity Award Mechanics & Vesting
- Incentive Units: Fully vested at grant; one-year lock-up; settle into Operating Group Units plus Class C shares; exchanges into Class A shares possible subject to policy and committee election .
- Options: Company does not currently grant options/SARs; no option timing policies required .
Investment Implications
- Alignment: Significant insider ownership and formulaic equity grants (indexed to GAAP management fee revenue) align Mr. Ostrover’s incentives to grow fee-bearing AUM and management fees; immediate vesting but lock-ups enforce holding periods .
- Governance risk: Controlled company with super-voting shares, combined Chair/Co-CEO, and absence of a compensation committee elevate governance risk; investors should weigh these against Blue Owl’s growth profile .
- Liquidity/pledge risk: Large pledged units introduce potential selling pressure in adverse markets; monitor for pledge changes and exchange activity .
- Change-in-status economics: Termination economics (1.33% of GAAP management fee revenue for five years) could be material ($132.6M illustrative on 2024 fees), implying high potential cost in leadership transitions and reinforcing retention .
- Related-party TRA: TRA payments to insiders can become sizable; assess impact on cash flows in scenarios with accelerated exchanges or change-of-control .
Key callouts for traders and PMs: the quarterly cadence and lock-up timing of Incentive Unit grants influence insider liquidity windows; watch for post-lock-up settlements/exchanges and any Form 4 activity around open trading windows (firm policy governs pre-clearance and window timing) .