Jennifer Brouse

About Jennifer Brouse

Jennifer Brouse (age 37) is a Managing Director at Blue Owl and serves as Chief Operating Officer of the GP Strategic Capital platform and member of its Investment Team. She joined the Blue Owl board in March 2025 as a Class I director. She is a CPA (NY) and holds a B.S.B.A. in Accounting and Spanish (magna cum laude) from Bucknell University. Her prior roles include CFO of Blue Owl’s GP Strategic Capital platform (May 2021–Dec 2023), CFO of Dyal Capital at Neuberger Berman (predecessor to GP Strategic Capital), and Manager in PwC’s Wealth & Asset Management assurance practice .

Past Roles

External Roles

No public company directorships or external committee roles disclosed for Ms. Brouse .

Board Governance

• Director class and tenure: Class I; serving since March 2025; nominated for a three-year term expiring at the 2028 Annual Meeting .
• Independence: Non‑independent director (employed by the Company) .
• Committee assignments: Not listed as a member of the Audit Committee (members are Claudia Holz – Chair, Stacy Polley, and Dana Weeks) . The Board has no compensation committee; as a controlled company, compensation functions are handled by management with Board approval of final equity grants .
• Meetings and attendance: In 2024 the Board held 9 meetings and the Audit Committee held 10; each director attended at least 75% of applicable meetings during the period served .
• Board leadership/structure: Combined Chair/Co‑CEO role (Douglas I. Ostrover). Blue Owl is a controlled company under NYSE rules and utilizes the controlled company exemptions .
• Clawback: Board adopted a clawback policy complying with NYSE rules under Exchange Act Section 10D .

Fixed Compensation

Context: Independent directors receive $150,000 cash annual retainer plus $25,000 (Audit member) or $50,000 (Audit Chair) and annual RSUs of $200,000 (as of Apr 23, 2024). Directors affiliated with Neuberger are expected to waive compensation. Employee directors receive none of these fees .

Performance Compensation

• Equity awards: Ms. Brouse has RSUs (31,689, granted under the 2021 Omnibus Plan) and Incentive Units (231,550) outstanding; specific vesting schedules for her awards are not disclosed in the proxy footnote (counts excluded from beneficial ownership table totals) .
• Options: Company states it does not currently grant new option-like instruments; no option data disclosed for Ms. Brouse .
• Performance metrics/bonus plans: Not disclosed for Ms. Brouse (non‑NEO); NEO program emphasizes equity-based comp (Incentive Units and RSUs) and aligns with long-term value creation; clawback in place .

Other Directorships & Interlocks

Expertise & Qualifications

• Finance and accounting leadership across GP stakes investing; prior CFO roles at GP Strategic Capital and Dyal Capital .
• CPA (NY); audit and assurance experience at PwC focused on asset management .
• Transactional exposure to GP stakes acquisitions and related fund economics; relevant to oversight of related‑party transactions and carried interest structures .

Equity Ownership

Insider filings:

• Form 3 (initial statement of beneficial ownership) filed April 4, 2025 (SEC index link) .
• Dyal Capital SLP LP Form 4s (Sept 2 and Sept 12, 2025) document distributions of Class D shares/Operating Group Units to certain Dyal partners (including Jennifer Brouse) for no consideration; each party disclaims beneficial ownership except to pecuniary interest .

Related-Party Exposure & Conflicts

• Investments alongside Blue Owl funds: In 2024, Ms. Brouse invested an aggregate of $480,375 in and alongside Blue Owl funds; independent directors are permitted to invest up to a threshold deemed not to compromise independence (note: Ms. Brouse is a non‑independent employee director) .
• Carried interest entitlements: She is among personnel entitled to receive distributions of carried interest attributable to GP Stakes IV and GP Stakes V. These carry streams may include profits tied to transactions (e.g., IPI Partners acquisition and Services Agreement with ICONIQ) and performance/liquidation of related Blue Owl interests; Blue Owl itself does not own carry in these funds .
• Policy oversight: Related‑party transactions (Item 404) are subject to Audit Committee review/approval; Code of Conduct prohibits conflicts absent waiver; audit committee is fully independent .

Say‑on‑Pay & Shareholder Feedback (Context for governance quality)

• Say‑on‑Pay (2022) approved by majority; Board made no significant changes given support; 2025 proxy includes a new advisory vote on 2024 compensation; frequency vote remains every three years per 2022 stockholder vote .

Governance Assessment

• Strengths

  • Deep operational and finance expertise in GP stakes—aligned with Blue Owl’s strategy; CPA credential and prior audit experience bolster financial oversight capabilities .
  • Transparent disclosure of carried interest structures and related‑party policies; independent Audit Committee supervises related‑party reviews and auditor independence .
  • No director fees paid to her (as an employee director), reducing incremental director‑specific pay risk .

• Risks and potential red flags

  • Non‑independent status: As a current senior employee of Blue Owl, Ms. Brouse is not independent, limiting independent oversight on a board already utilizing controlled company exemptions (no compensation committee; combined Chair/Co‑CEO) .
  • Related‑party economics: Eligibility for carried interest distributions tied to GP Stakes funds that may benefit from Blue Owl transactions (e.g., IPI/ICONIQ) could create perceived conflicts; company notes Audit Committee oversight and policies, but optics warrant monitoring .
  • Fund co‑investment: Personal investments in Blue Owl products (common in alternative managers) align interests with fund investors but introduce related‑party exposure; clear thresholds apply for independent directors (though she is non‑independent) .

Overall implication: From an investor confidence perspective, Ms. Brouse’s technical and platform‑specific expertise is a positive for board effectiveness; however, independence and related‑party entitlements require reliance on robust committee oversight and controlled‑company governance safeguards. Continued disclosure and Audit Committee rigor mitigate but do not eliminate these governance risk perceptions .

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References:

• Director biography, independence, class, and board nomination and structure .
• Appointment and compensation as director (no additional pay) .
• Audit Committee composition and duties .
• Meetings and attendance .
• Director compensation framework for independent directors .
• Equity ownership and footnotes (Class A, RSUs, Incentive Units, Dyal SLP interests) .
• Fund investments and carry entitlements (GP Stakes IV/V; Atalaya, IPI/ICONIQ) .
• Clawback policy and equity plan .
• Say‑on‑Pay/Frequency .
• Insider filings: Form 3 and Dyal SLP Form 4s .