Marc Lipschultz
About Marc Lipschultz
Marc S. Lipschultz, age 56, is Co-Chief Executive Officer of Blue Owl Capital Inc. and a director, serving since May 2021. He previously co-founded Owl Rock Capital Partners and spent over two decades at KKR, serving on the Management Committee and as Global Head of Energy & Infrastructure; he began his career at Goldman Sachs in M&A and principal investments. He holds an AB with honors from Stanford (Phi Beta Kappa) and an MBA with high distinction from Harvard Business School (Baker Scholar) . Firm performance disclosure shows consolidated GAAP net income improved from a loss in 2021 to positive in 2024 (see table below), and executive compensation is primarily formulaic and aligned to Blue Owl’s Management Fee Revenue rather than explicit revenue/EBITDA targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KKR | Member of Management Committee; Global Head of Energy & Infrastructure | Not disclosed | Led global energy/infrastructure investing; senior leadership in alternatives |
| Goldman Sachs | M&A and principal investment activities | Not disclosed | Built foundational M&A/principal investing experience |
| Owl Rock Capital Partners (predecessor to Blue Owl Credit) | Co-founder | Not disclosed | Co-founded predecessor to Blue Owl’s Credit platform |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hess Corporation | Director | Not disclosed | Public company board experience in energy sector |
| American Enterprise Institute | Board member | Not disclosed | Policy and governance engagement |
| Michael J. Fox Foundation | Board member | Not disclosed | Non-profit leadership in health research |
| Mount Sinai Health System | Board member | Not disclosed | Healthcare governance |
| Riverdale Country School | Board member | Not disclosed | Education governance |
| Stanford University Board of Trustees | Trustee | Not disclosed | University fiduciary oversight |
| 92nd Street Y | Board member | Not disclosed | Community/cultural institution governance |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 500,000 | 500,000 |
| Cash Bonus ($) | — | — | — |
| All Other Compensation ($) | 625,047 | 673,599 | 715,055 |
| Total Compensation ($) | 10,135,385 | 18,478,195 | 23,881,675 |
Notes:
- Base salaries for NEOs were generally $500,000 in 2024 (except the CLO at $350,000) .
- Blue Owl did not engage a compensation consultant and does not formally benchmark NEO pay .
Performance Compensation
Compensation is formulaically linked to Management Fee Revenue. For Lipschultz, quarterly Incentive Units equaled 1.33% of Management Fee Revenue less base salary; awards are fully vested at grant but subject to a one-year lock-up and settlement conditions into Operating Group Units and Class C shares, then exchangeable into Class A shares subject to policy limits .
| Metric | Weighting | Target | Actual | Payout Form | Vesting/Lock-up |
|---|---|---|---|---|---|
| Management Fee Revenue-based incentive | N/A | 1.33% of Management Fee Revenue less base salary per quarter | Quarterly grants per table below | Incentive Units (profits interests) | Fully vested on grant; 1-year lock-up; settlement to Operating Group Units + Class C; exchangeable to Class A per policy |
2024 Incentive Unit Grants (Marc S. Lipschultz):
| Grant Date | Units (#) | Grant Date Fair Value ($) |
|---|---|---|
| 2024-02-16 | 396,546 | 6,717,489 |
| 2024-05-09 | 286,460 | 4,958,623 |
| 2024-08-09 | 315,107 | 5,003,899 |
| 2024-11-07 | 273,611 | 5,986,609 |
2024 Vested/Settled Value:
| Metric | 2024 |
|---|---|
| Shares/Units Acquired on Vesting (#) | 1,271,724 |
| Value Realized on Vesting ($) | 22,666,620 |
Key program features:
- Blue Owl does not currently grant options; no option timing policy required .
- Clawback policy compliant with NYSE/Exchange Act Section 10D (3-year lookback for restatements; excess incentive recovery) .
Equity Ownership & Alignment
- Beneficial ownership via feeder entities: Owl Rock Capital Partners LP (managing member of Owl Rock Capital Feeder LLC) exercises voting control over Class D shares and Common Units held on behalf of Lipschultz; he disclaims beneficial ownership of those securities (footnote 4).
- Pledging: 33,000,000 Common Units held on behalf of Lipschultz, his spouse, and the Lipschultz Family OR Trust have been pledged to a financial institution (potential selling/liquidity pressure risk) .
- Insider trading policy: hedging and short-selling prohibited; pledging only with audit committee-approved loan arrangements meeting LTV and unencumbered NAV requirements .
- Exchange mechanics: Incentive Units settle into Operating Group Units and Class C shares; Common Units + Class C can be exchanged for Class A (or cash at committee election) subject to lock-ups and exchange agreement constraints .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Employment and restrictive covenant agreement; perpetual term until terminated |
| Compensation right | Up to 1.33% of Management Fee Revenue above base comp; payable as Incentive Units if offered/elected (fully vested, 1-year lock-up) and/or cash; proportion subject to consent under Investor Rights Agreement |
| Termination (Non-compete Restricted Period) | If terminated for any reason other than (i) cause or (ii) voluntary departure prior to 5th anniversary of the Business Combination: entitled to an annual amount equal to 1.33% of Management Fee Revenue during the five-year Non-Compete Restricted Period |
| Illustrative 2024 termination entitlement | Approx. $132,605,234 annually (1.33% of 2024 GAAP management fees) for five years, under the above conditions |
| Restrictive covenants | Non-solicit employees: 2 years post-termination; non-solicit clients: 1 year; non-compete/interference: 5 years post-termination |
| Change-in-control (equity) | Plan administrator discretion to accelerate unvested Incentive Units; RSU treatment per plan terms upon Change in Control |
| Clawback | Three-year recoupment for restatement-related excess incentive compensation; applies to cash/equity tied to financial reporting measures |
Performance & Track Record
Pay-Versus-Performance disclosures:
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Total Stockholder Return - Value of $100 Investment | 132 | 98 | 144,135 | 233,187 |
| Peer Group TSR - Value of $100 Investment (Dow Jones U.S. Asset Managers Index) | 141 | 110 | 220,776 | 420,446 |
| Consolidated Net Income (Loss) ($ thousands) | (1,802,266) | (40,235) | 13,064,035 | 233,187 |
Notes:
- The company states it does not use a company-selected financial performance measure to link compensation actually paid to performance; compensation directionally moved with TSR and net income in most periods .
Board Governance
- Role: Director and Co-CEO; not independent (executive). Audit committee consists solely of independent directors; Blue Owl has no compensation committee; senior management performs compensation functions, with Board approval of final equity grants .
- Controlled company: Principals hold 80% of voting power; exempt from NYSE requirements for majority independent board and compensation/nominating committees .
- Board leadership: Combined Chairman/Co-CEO roles (Douglas Ostrover), with Board rationale for unified leadership; Lipschultz is Co-CEO and director under this structure .
- Attendance: Board held 9 meetings and audit committee 10 in 2024; all directors attended at least 75% of meetings; all directors attended the 2024 annual meeting .
Compensation Committee Analysis
- No compensation committee; compensation set by senior management except for formulaic executive agreements; Board approves equity grants .
- No compensation consultant in 2024; no formal peer benchmarking for NEO compensation .
- Peer group for TSR comparisons is the Dow Jones U.S. Asset Managers Index (disclosed for pay-versus-performance, not for pay setting) .
Director Compensation (context for dual-role implications)
- Independent directors receive $150,000 annual cash retainer; audit committee members +$25,000, chair +$50,000; annual RSUs increased from $100,000 to $200,000 in 2024; employee directors and NEOs (including Lipschultz) do not receive director fees .
Equity Ownership & Director Service Details (pledging, governance)
- Pledging: 33,000,000 Common Units pledged on behalf of Lipschultz and related parties; pledging allowed only under strict conditions with audit committee oversight .
- Investor Rights Agreement: Principals and Neuberger nominate directors; multiple consent/preemptive rights; controlled company status affirmed .
Related Party Transactions (selected items)
- Tax Receivable Agreement (TRA): 85% of cash tax savings paid to TRA recipients; obligations accelerate on change-of-control or early termination; 2024 payments included $1,807,870 to Lipschultz .
- Principals Agreement governs mutual conduct, releases, and administrative leave provisions among founders and senior leaders .
Say-on-Pay & Shareholder Feedback
- 2022 say-on-pay received majority approval; Board maintained program; say-on-frequency supported every three years; 2025 proxy proposes say-on-pay and say-on-frequency per triennial cadence .
Investment Implications
- Alignment and leverage to fee growth: Lipschultz’s pay is formulaically tied to Management Fee Revenue, reinforcing a focus on AUM/fee durability and growth rather than GAAP profitability; however, lack of explicit margin/ROE targets may dilute cost-discipline incentives .
- Potential selling pressure: One-year lock-ups followed by exchangeability into Class A shares and a disclosed pledge of 33,000,000 Common Units indicate periodic liquidity events and potential overhang risk; monitor Form 4s and exchange activity around lock-up expirations and annual grants .
- Governance risk: Controlled-company status, combined Chairman/CEO role (Ostrover), and absence of a compensation committee raise oversight concerns; mitigants include independent audit committee and clawback policy .
- TRA cash obligations: TRA payments to senior insiders (including Lipschultz) create cash outflows sensitive to tax attributes and exchanges; change-of-control would accelerate obligations, affecting deal economics .
- Retention/competition covenants: Strong non-compete (5 years) and non-solicit covenants reduce near-term departure risk, but termination economics (1.33% of fee revenue for five years under conditions) may be costly to shareholders if separation occurs .
- No options, heavy equity participation: Use of Incentive Units and RSUs (no options) reduces repricing risks and centers value on long-term equity, but the lack of a company-selected performance metric for pay-versus-performance reduces transparency on pay-for-performance linkages .