Michael Rees
About Michael D. Rees
Michael D. Rees is Co-President of Blue Owl Capital Inc. and Global Head of the GP Strategic Capital platform; he has served on Blue Owl’s Board since May 2021 and is a Class II director (age 50, non‑independent) . He founded Dyal Capital (predecessor to GP Strategic Capital) and previously served as the first COO of Neuberger’s alternatives business; earlier, he held multiple roles at Lehman Brothers (2001–2009), including Head of Asset Management Strategy (2003–2006) . Education: MS Mechanical Engineering and MS Technology Policy (MIT); BS Mechanical Engineering and BA Political Science (University of Pittsburgh) . Performance context: Blue Owl reported GAAP net income of $420,446 thousand in 2024 vs. $220,776 thousand in 2023 and $(40,235) thousand in 2022; the company does not use specific financial performance measures to link NEO pay to performance, although compensation actually paid directionally moved with TSR and net income per SEC “Pay Versus Performance” disclosure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lehman Brothers | Various roles; Head of Asset Management Strategy | 2001–2009; 2003–2006 | Led asset management strategy; responsible for strategic acquisitions in Investment Management Division |
| Neuberger Berman Group | Founding employee/shareholder; first COO of Alternatives | 2009 (start) | Established and operated alternatives platform following management buyout |
| Dyal Capital (predecessor to GP Strategic Capital) | Founder | Not disclosed | Built GP minority stakes/debt financing strategy later integrated into Blue Owl’s GP Strategic Capital platform |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Feinstein Institutes for Medical Research (Northwell Health) | Board of Directors | Current | Governance oversight for leading medical research organization |
| The Opportunity Network | Board member | Current | Supports underserved students with postsecondary career readiness; community impact |
Fixed Compensation
| Year | Base Salary ($) | Cash Bonus ($) | All Other Compensation ($) |
|---|---|---|---|
| 2024 | 500,000 | — (no discretionary cash bonus) | 233,663 (wealth management services) |
| 2023 | 500,000 | — | 216,395 |
| 2022 | 500,000 | — | 212,863 |
Director pay: Employee directors (including Rees) do not receive additional compensation for board service .
Performance Compensation
Blue Owl uses equity-based awards (Incentive Units and RSUs). Rees’s compensation is formulaic under his Employment Agreement and tied to management fee revenue of specified products via “Additional Compensation,” which he elected to receive as Incentive Units through December 31, 2025; for 2024 he set quarterly payments at $7,000,000, with year-end true-up/repayment based on final Applicable Portion .
| Quarter (Grant Date) | Metric | Target (Quarterly) | Actual Payout (Grant Date Fair Value $) | Units Granted (#) | Vesting | Lock-up |
|---|---|---|---|---|---|---|
| Q4’23 (2/16/2024) | Applicable Portion (management fee‑based) | 7,000,000 | 9,333,516 | 550,975 | Fully vested at grant | 1 year from grant |
| Q1’24 (5/9/2024) | Applicable Portion (management fee‑based) | 7,000,000 | 6,596,079 | 381,056 | Fully vested at grant | 1 year from grant |
| Q2’24 (8/9/2024) | Applicable Portion (management fee‑based) | 7,000,000 | 6,395,861 | 402,762 | Fully vested at grant | 1 year from grant |
| Q3’24 (11/7/2024) | Applicable Portion (management fee‑based) | 7,000,000 | 6,795,031 | 310,559 | Fully vested at grant | 1 year from grant |
Structure notes: Rees elected Incentive Units through 12/31/2025; amounts related to Q4’24 were granted in Feb 2025 and are excluded above . Incentive Units settle into Operating Group Common Units and Class C/D Shares after lock-up and capital account thresholds; units can be exchanged for Class A/B Shares or cash per Exchange Agreement .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 136,814,357 Class D Shares (44.3% of Class D); combined total voting power 35.5% |
| Incentive Units outstanding | 3,738,909 Incentive Units outstanding under the 2021 Omnibus Plan (excludes RSUs; per footnote aggregation) |
| 2024 vesting realized | 1,645,352 shares acquired on vesting; $29,120,487 value realized in 2024 |
| Hedging/short‑selling | Prohibited; derivatives and short sales banned without CCO approval |
| Pledging | Allowed only with audit committee‑established requirements; no pledges disclosed for Rees in footnotes (contrast: pledges disclosed for other executives) |
| Ownership mechanics | Class D/Common Units structure with exchange rights to Class A/B or cash; one‑year lock-ups on Incentive Units at grant/vesting |
Employment Terms
| Term | Provision |
|---|---|
| Agreement | Amended and restated Aug 7, 2023; perpetual until terminated |
| Compensation | Additional Compensation equals excess of Applicable Portion (management fee‑based formula for GP Strategic Capital products) over base salary; paid quarterly; Rees elected Incentive Units through 12/31/2025; 2024 quarterly payments set at $7,000,000 with annual true-up |
| Non‑compete | Five‑year Non‑Compete Restricted Period post-termination; continued compensation tied to non‑compete compliance |
| Non‑solicit (employees) | Two years post‑termination |
| Client non‑solicit | One year post‑termination (or for Mr. Zahr, longer per his agreement; not applicable to Rees) |
| Termination economics | If terminated other than for cause or voluntary departure prior to fifth anniversary of Business Combination: annual amount equal to 30% of GP Strategic Capital Aggregate Compensation Amount for each year during the five‑year Non‑Compete period (approx. $159,470,574 based on 2024 adjusted GAAP management fees) |
| Equity plan | 2021 Omnibus Plan permits RSUs, Incentive Units; Change in Control may accelerate Incentive Units at plan administrator’s discretion; RSUs treated per plan terms |
| Clawback | Compliant with Exchange Act Section 10D/NYSE rules; three fiscal years lookback for erroneously awarded incentive-based compensation following restatement |
| Insider trading policy | Prohibits hedging/short-selling; pledging only by approval and subject to conditions |
Board Governance
- Board service: Director since May 2021; Class II; not identified as independent by the Board .
- Committee roles: Audit committee consists of Holz (Chair), Polley, Weeks; Rees is not a member; Blue Owl does not have a compensation committee (controlled company exemption) .
- Governance structure: Combined Chairman/Co‑CEO roles (Ostrover) and controlled company status; compensation for NEOs (including Rees) determined by Co‑CEOs except for formulaic arrangements; Board approves final equity grants .
- Meeting attendance: In 2024, the Board held nine meetings; all directors attended at least 75% of Board/committee meetings; independent director sessions held regularly without management .
Compensation Structure Analysis
- Mix and trend: Rees’s total compensation rose with larger equity grants tied to Additional Compensation; stock awards were $29.12 million (2024), $17.61 million (2023), $5.06 million (2022), with no cash bonus across these years .
- Pay-for-performance: The company does not use specific financial performance measures to link NEO pay to performance, though compensation actually paid moved directionally with TSR and net income per SEC disclosures .
- Instrument choice: Blue Owl does not currently grant stock options; Incentive Units are fully vested at grant but subject to one‑year lock‑up, creating predictable windows for potential liquidity and related selling pressure .
Say‑on‑Pay & Shareholder Feedback
- 2022 say‑on‑pay: Majority of advisory votes approved NEO compensation; no significant program changes were made in response .
- Frequency: Stockholders supported say‑on‑pay every three years; frequency proposal up for vote again in 2025 .
Related Party Transactions and Interlocks
- GP Stakes vehicles: GP Stakes IV invested in Owl Rock/Blue Owl; carried interest distributions to certain employees/directors (including Rees) may include profits from Blue Owl interests; Blue Owl does not own carried interest in GP Stakes IV .
- GP Stakes II/V transactions: Carried interest distributions for Atalaya and IPI-related transactions may flow to certain employees/directors (including Rees); Blue Owl did not acquire carried interest in GP Stakes II/IV/V .
- Investments alongside funds: Executives/directors invested personal capital alongside Blue Owl products in 2024; Rees invested an aggregate of $12,901,880 (excluding open market purchases) .
- Family relationships: Matthew Rees (brother) is a Senior Managing Director; 2024 compensation reflected base salary ~$280,874 and bonus ~$8,814,247 (inclusive of stock awards) .
Equity Ownership & Voting Detail
| Class | Shares Beneficially Owned | Percent | Combined Voting Power |
|---|---|---|---|
| Class D | 136,814,357 | 44.3% | 35.5% |
Footnote: By virtue of his indirect control of the GP of, and indirect interests in, Dyal Capital SLP LP, Rees may be deemed to beneficially own the Class D/Common Units; he disclaims beneficial ownership of those securities .
Employment & Contract Economics (Illustrative)
| Scenario | Indicative Economic Outcome |
|---|---|
| Termination other than for cause or early voluntary departure | 30% of GP Strategic Capital Aggregate Compensation Amount annually during five‑year Non‑Compete period (approx. $159.47 million based on 2024 adjusted GAAP management fees) |
| Change in Control (equity) | Potential acceleration of Incentive Units at plan administrator’s discretion; RSU treatment per plan |
| Clawback trigger | Restatement due to material noncompliance → recovery/forfeiture of excess incentive‑based compensation for prior three fiscal years |
Investment Implications
- Alignment and growth levers: Rees’s Additional Compensation is formulaically tied to management fee revenue of GP Strategic Capital products, aligning his pay with platform growth and AUM‑linked fees; he elected to receive awards in Incentive Units through 2025, reinforcing equity alignment .
- Control and governance: Significant voting power (35.5%) via Class D/Common Units and controlled company status reduce traditional independent oversight; lack of a compensation committee and combined Chair/Co‑CEO structure raise governance risk factors for pay discipline .
- Liquidity windows and selling pressure: Incentive Units are fully vested at grant but locked for one year, creating identifiable liquidity windows that may inform trading around potential insider sales; 2024 grants and vestings provide specific dates/magnitudes .
- Retention and exit economics: Five‑year non‑compete with substantial termination economics (30% of platform compensation amount) incentivizes retention and non‑competition compliance but implies high exit cost to shareholders if a senior departure were to occur .
- Conflicts/related party flows: Carried interest distributions from GP Stakes vehicles to certain insiders (including Rees) and personal co‑investments alongside Blue Owl funds warrant monitoring for perceived conflicts, though such arrangements are disclosed and structured outside Blue Owl’s carried interest for those funds .
- Risk mitigants: Hedging and short‑selling are prohibited; clawback policy compliant with NYSE/Exchange Act Section 10D reduces restatement‑related incentive risk .
Note: All data and statements are sourced from Blue Owl’s 2025 DEF 14A proxy unless otherwise indicated by citations above.