Marc Zahr
About Marc Zahr
Marc Zahr, 45, is Co‑President of Blue Owl Capital Inc. (OWL), Global Head of Real Assets, and a Class III director serving since December 2021. He founded Oak Street (acquired by Blue Owl on December 29, 2021), and oversees sourcing, underwriting, and negotiating acquisitions across Real Assets; he chairs Blue Owl Real Estate Net Lease Trust (private placement REIT) and is Co‑Chairman of Store Capital (private REIT). He holds a BA in Communications from the University of Dayton and was named Crain’s Chicago 40 Under 40 in 2018 . Blue Owl’s pay-versus-performance table indicates Company TSR improved meaningfully post-2022, though the program does not formally tie “compensation actually paid” to performance measures .
Company TSR ($100 initial investment)
| Measure | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Blue Owl Total Stockholder Return (Value of $100) | 132 | 98 | 144 | 233 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oak Street | Founder | — | Built and led net lease real estate investment platform; predecessor to Blue Owl Real Assets |
| American Realty Capital | Vice President | — | Led analytics and acquisition activities in real estate portfolios |
| TM Associates | Fixed Income Trader | — | Trading experience prior to real assets focus |
| Merrill Lynch | Associate | — | Early finance role supporting later investment leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Blue Owl Real Estate Net Lease Trust | Chairman, Board of Trustees | — | Private placement REIT; oversight of strategy and governance |
| Store Capital | Co‑Chairman, Board of Trustees | — | Private REIT; leadership role |
Fixed Compensation
| Component | 2024 |
|---|---|
| Base Salary ($) | 500,000 |
| Target Bonus (%) | Not disclosed |
| Actual Bonus ($) | — |
| Perquisites/Other ($) | 500,000 (wealth management services) |
| Director Fees | Employee directors receive no additional board compensation |
Performance Compensation
2024 equity awards are primarily Incentive Units, fully vested on grant but subject to a one-year lock-up, with settlement mechanics into Common Units and Class C shares prior to exchange into Class A or cash, per plan rules and the Exchange Agreement .
2024 Grants of Plan‑Based Awards (Marc Zahr)
| Grant Date | Instrument | Number of Units | Grant Date Fair Value ($) | Vesting/Lock‑Up |
|---|---|---|---|---|
| 2/16/2024 | Incentive Units | 295,041 | 4,997,994 | Fully vested at grant; 1‑year lock‑up |
| 5/9/2024 | Incentive Units | 286,460 | 4,958,623 | Fully vested at grant; 1‑year lock‑up |
| 8/9/2024 | Incentive Units | 315,107 | 5,003,899 | Fully vested at grant; 1‑year lock‑up |
| 11/7/2024 | Incentive Units | 273,611 | 5,986,609 | Fully vested at grant; 1‑year lock‑up |
Compensation structure and metrics
| Element | Metric / Basis | Target | Actual/Payout | Notes |
|---|---|---|---|---|
| Additional Amount | Up to 1.33% of Management Fee Revenue exceeding base compensation | Not disclosed | Paid via quarterly Incentive Units; amounts above | Fully vested; 1‑year lock‑up; number determined by 10‑day VWAP prior to payment date |
| Q4 2023 rate | 1.00% of Management Fee Revenue (less base salary) | — | Included in Feb 2024 grant line | Specific rate applicable to Q4 2023 |
| Q1–Q3 2024 rate | 1.33% of Management Fee Revenue (less base salary) | — | Included in May, Aug, Nov 2024 grant lines | Specific rate applicable to Q1–Q3 2024 |
2024 Vesting/Settlement Events and Insider Supply Indicators
| Event | Shares Acquired on Vesting (#) | Value Realized ($) | Notes |
|---|---|---|---|
| Annual 2024 vesting and earnout | 12,547,162 | 173,511,931 | Includes fully vested quarterly Incentive Units and “Second Earnout Units” that became payable on Jan 1, 2024; Incentive Units subject to one‑year lock‑ups post‑grant |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 45,507,772 Class C Shares (and equal Common Units) via OSREC Feeder LP on behalf of Augustus, LLC controlled by Marc Zahr; 7.4% of Class C outstanding |
| Combined Total Voting Power | Less than 1% (due to Class D super‑voting shares retaining 80% of voting power) |
| Incentive Units Outstanding (2021 Omnibus Plan) | 2,922,781 Incentive Units issued to Marc Zahr (beneficial ownership table excludes these from Class holdings) |
| Hedging/Pledging Policy | Hedging prohibited; pledging permitted only with audit committee‑approved conditions (loan‑to‑value, minimum unencumbered NAV); existing pledges disclosed for other executives, none disclosed for Zahr in proxy |
| Ownership Guidelines | Firm expects meaningful management equity ownership; no explicit multiple-of-salary guideline disclosed |
Employment Terms
| Provision | Terms |
|---|---|
| Agreement | Amended and restated Feb 25, 2022; term is perpetual until terminated under its terms |
| Compensation Formula | Right to receive up to 1.33% of Management Fee Revenue above base compensation; may elect Incentive Units (fully vested; one‑year lock‑up; number set by 10‑day VWAP) for “Additional Amounts”; in 2024 he elected 100% Incentive Units |
| Non‑Compete | Later of five years after effective date (Dec 29, 2021) or one year post‑termination; plus non‑solicit of employees for two years and clients for one year |
| Severance/Continuation | If terminated other than for cause (and not due to death/disability): prior to Jan 1, 2026 → continuation of base salary and Additional Compensation until earlier of 3 years post‑termination or Jan 1, 2027; between Jan 1, 2026 and Jan 1, 2027 → base salary for one year post‑termination and Additional Compensation through Dec 31, 2026; after Jan 1, 2027 → base salary for one year post‑termination |
| Change‑in‑Control Treatment | Plan administrator may accelerate vesting of Incentive Units at discretion; RSU treatment per 2021 Omnibus Plan terms |
| Clawback | NYSE‑compliant clawback covering incentive‑based compensation for restatements in prior 3 completed fiscal years; no recoveries disclosed |
Board Governance
- Director service: Class III director since December 2021; not independent under NYSE rules .
- Committees: Board maintains an audit committee (independent members Holz, Polley, Weeks; Holz is chair); no compensation committee; compensation largely set by senior management and formulaic under executive agreements; Board approves final equity grants .
- Controlled company: Principals hold 80% voting power, exempting OWL from certain NYSE independence requirements (majority independent directors, independent nominating/comp committees) .
- Board leadership: Chairman and Co‑CEO roles combined (Douglas Ostrover), with rationale disclosed; independent director sessions occur regularly .
- Board attendance: 9 Board meetings and 10 audit meetings in 2024; all directors attended at least 75% of applicable meetings; all then‑serving attended 2024 annual meeting .
- Board seat origin: Zahr’s board seat is maintained under Oak Street Investor Rights Agreement post‑acquisition .
Related Party Transactions and Interlocks
- Family relationship: Alex Solomon, Zahr’s brother‑in‑law, is a Blue Owl Vice President; 2024 compensation ~$165,000 base and ~$250,000 bonus (incl. stock awards as valued under ASC 718) .
- GP Stakes funds: In connection with the IPI Partners acquisition and ICONIQ services agreement (Jan 2025), certain directors/executives including Zahr hold <1.1% LP interests in GP Stakes IV/V, which expect proceeds tied to the transaction; Blue Owl does not own carried interest in GP Stakes IV/V .
- Personal investing: Zahr invested $3,382,193 of personal capital in and alongside Blue Owl funds in 2024 (excludes open‑market purchases) .
Say‑on‑Pay & Peer Benchmarking
- Say‑on‑Pay: Majority approval in 2022; next advisory vote on FY2024 compensation scheduled for the 2025 annual meeting; frequency advisory is every three years .
- Benchmarking/Consultants: No formal peer benchmarking or compensation consultant used for 2024 .
Investment Implications
- Alignment and supply dynamics: Zahr’s compensation is heavily equity‑linked via fully vested Incentive Units with a one‑year lock‑up and sizable 2024 vesting (12.55M shares; $173.5M value realized), creating potential post‑lock‑up supply windows and exchange‑driven liquidity events; settlement/exchange mechanics and partnership “safe harbor” restrictions modulate timing, but monitor Form 4s around lock‑up anniversaries (e.g., 2/16/2025, 5/9/2025, 8/9/2025, 11/7/2025) for selling pressure signals .
- Retention and continuity: Perpetual agreement and robust non‑compete (minimum through Dec 29, 2026 and one year post‑termination thereafter) plus structured continuation of compensation if terminated without cause mitigate near‑term retention risk; however, absence of a compensation committee and controlled company governance reduce independent oversight of pay .
- Ownership skin‑in‑the‑game: Significant economic exposure via 45.5M Class C shares and Incentive Units supports alignment, though total voting power remains de minimis under the dual‑class super‑voting structure; hedging is prohibited and pledging tightly restricted by policy, with no pledge disclosure for Zahr in the proxy .
- Governance red flags: Controlled company status, combined Chair/CEO roles, and related‑party employment (brother‑in‑law) merit ongoing monitoring; nevertheless, audit committee independence and NYSE‑compliant clawback framework are mitigating factors .