Brookfield Oaktree Holdings, LLC

Compensation Discussion and Analysis

Overview of Compensation Philosophy and Program

Except with respect to carried interest and profit sharing arrangements that certain of our Named Executive Officers (“NEOs”) receive from Oaktree Capital I and its consolidated subsidiaries, or, prior to November 30, 2022, received from Oaktree Capital I, OCM Cayman and their respective consolidated subsidiaries, our NEOs do not receive compensation from us for their services. Rather, we pay a service fee to OCM pursuant to the Services Agreement, as described under “Certain Relationships and Related Transactions, and Director Independence—BOH Services Agreement with OCM,” and OCM compensates its officers and other employees that perform duties for us. Their compensation is set by OCM.

Oaktree’s fundamental philosophy in compensating its key personnel under its carried interest and profit sharing arrangements has always been to align their interests with the interests of Oaktree’s clients and unitholders and to motivate and reward long-term performance. The alignment of interests is a defining characteristic of Oaktree’s business and one that Oaktree believes best optimizes long-term sustainable value.

The following individuals were our NEOs for 2024: (a) Bruce A. Karsh, our Co-Chairman; (b) Nicholas H. Goodman, who became our Chief Executive Officer on March 1, 2024; (c) Daniel D. Levin, our Chief Financial Officer; (d) John B. Frank, our Vice Chairman, and (e) Jay S. Wintrob, our former Chief Executive Officer who ceased serving in this role on March 1, 2024. We only have four NEOs who were actively engaged with us at the end of 2024 because none of our other executive officers receive compensation from us or our subsidiaries.

Profit Sharing Arrangements

We paid Mr. Wintrob and Mr. Frank a certain percentage of our profits comprised of fee-related earnings, net investment income and net incentive income, with certain adjustments, attributable to Oaktree Capital I and its consolidated subsidiaries or, prior to November 30, 2022, to Oaktree Capital I, OCM Cayman and their respective consolidated subsidiaries. More details regarding these arrangements, are described below.

Carried Interest or Incentive Income

Mr. Karsh and Mr. Frank have a right to receive a portion of the incentive income generated by certain of Oaktree’s funds through their participation interests in the carry pools generated by the general partners of these funds. The carry pools (and our NEOs’ participation therein) are referred to as Oaktree’s “Carry Plans.” Under the terms of the closed-end funds, we (and officers and employees who share in carried interest) are generally not entitled to carried interest distributions (other than tax distributions) until the investors in the funds have received a return of all contributed capital plus a preferred return, which is typically 8%. Because the aggregate amount of carried interest payable through the Carry Plans is directly tied to the realized performance of the funds, Oaktree believes this fosters a strong alignment of interests among the investors in those funds and these NEOs, and therefore benefits both those investors and our unitholders.

For purposes of our financial statements, we treat the income allocated to Oaktree’s personnel who have participation interests in the incentive income generated by Oaktree’s funds as compensation, and the allocations of incentive income earned by our NEOs in respect of 2024 are accordingly set forth under “All Other Compensation” in the Summary Compensation Table below, even though they may not have received such amounts in cash.

The Carry Plans largely consist of the participation interests in certain of Oaktree’s investment funds paid to the general partners of those funds, which in turn have granted a portion of such interests to Oaktree’s investment professionals. Certain investment funds and separate accounts that Oaktree manages pay incentive fees directly to certain members of the Oaktree Operating Group. Our NEOs with profit sharing arrangements will also receive a portion of incentive fees through those profit sharing arrangements.

Compensation of the Individual NEOs

Bruce A. Karsh

All of the compensation earned by Mr. Karsh from us in 2024 consisted of carried interest we received from certain of Oaktree’s Opportunistic Credit funds, Oaktree’s largest closed-end strategy. Mr. Karsh received such carried interest as the portfolio manager of these funds.

Nicholas H. Goodman

Mr. Goodman does not receive compensation from us for his services. Rather, Brookfield compensates Mr. Goodman, including for the duties that he performs for us. As Mr. Goodman’s compensation is set and paid by Brookfield, the Summary Compensation Table includes only the amount of the compensation that is allocated to us for accounting purposes in connection with the services that Mr. Goodman provides as our Chief Executive Officer.

Daniel D. Levin

Mr. Levin does not receive compensation from us for his services. Rather, we pay a service fee to OCM pursuant to the Services Agreement, as described under “Certain Relationships and Related Transactions, and Director Independence—BOH Services Agreement with OCM,” and OCM compensates Mr. Levin, including for the duties that he performs for us. Mr. Levin’s compensation is set by OCM.

John B. Frank

Mr. Frank received a share of the carried interest from Oaktree’s largest closed-end strategy, Opportunistic Credit, both in recognition of his historical contributions to the management of some of the strategy’s investments and in lieu of other compensation, such as a greater profit sharing percentage or additional OCGH units.

For 2024 Mr. Frank also received (a) 1.3% of the net incentive income of the Oaktree Operating Group from certain funds that existed as of December 31, 2014 (b) 1.0% of the net incentive income of Oaktree Operating Group from certain funds that started during 2015 or had substantial or final closings during 2015, and (c) 0.5% of the net incentive income of the Oaktree Operating Group from certain funds that started after December 31, 2015 or whose final or more substantial closing occurred after December 31, 2015.

Additionally, for 2024 Mr. Frank was entitled to receive profit sharing payments that reflect 0.5% of the net investment income and fee-related earnings of the Oaktree Operating Group subject to certain adjustments. Mr. Frank’s profit sharing of net incentive income, net investment income and fee-related earnings was subject to a cap of $3,000,000 in 2024.

Mr. Frank’s remuneration for 2024 was determined based on his responsibilities as Vice Chairman.

Jay S. Wintrob

Pursuant to his employment agreement, Mr. Wintrob was entitled to profit sharing payments equal to a fixed percentage of Oaktree’s operating profit and income during the employment term (which ended on April 1, 2024). The fixed percentage is 1.5% in each of 2015 through 2024, up to the level of profit and income in 2014 and 1.75% of profit and income that exceeds the 2014 level, if any. Beginning in 2017, these profit sharing payments were calculated by including a portion of the net incentive income on pre-employment funds. For 2020 and later, the payments were calculated taking into account 50% of the net incentive income earned by Oaktree that is derived from such funds. In all cases, Mr. Wintrob’s profit sharing payments have a floor of $5,000,000 per year, pro-rated for a partial year. Payments are made, in arrears, in a combination of cash and awards under a long-term incentive plan administered by OCM, but at least the first $3,000,000 in each year is paid in cash.

No Perquisites

We do not provide our executive officers with perquisites.

Summary Compensation Table for 2024

The following table provides summary information concerning the compensation of Nicholas H. Goodman, who became our principal executive officer on March 1, 2024, Daniel D. Levin, our chief financial officer, and our two other most highly compensated executive officers as of December 31, 2024, and Jay S. Wintrob, our former principal executive officer who ceased serving in this role on March 1, 2024, for services rendered to us during 2024. As explained above, we only have four NEOs who were actively engaged with us at the end of 2024 because none of our other executive officers receive compensation from us or our subsidiaries.

The figures in this table reflect carried interest and profit sharing arrangements that certain of our NEOs received from Oaktree Capital I and its consolidated subsidiaries, or, prior to November 30, 2022, received from Oaktree Capital I, OCM Cayman and their respective consolidated subsidiaries. Except with respect to carried interest and profit sharing arrangements that certain of our NEOs received from Oaktree Capital I and its consolidated subsidiaries, or, prior to November 30, 2022, received from Oaktree Capital I, OCM Cayman and their respective consolidated subsidiaries, our executive officers do not receive compensation or perquisites from us for their services. Rather, we pay a service fee to OCM pursuant to the Services Agreement, as described under “Certain Relationships and Related Transactions, and Director Independence— BOH Services Agreement with OCM,” and OCM compensates its officers and other employees that perform duties for us. Their compensation is set by OCM.

(1) Please see the “All Other Compensation Supplemental Table” below.

(2) Amount represents a portion of his compensation paid by Brookfield (in his capacity as President and CFO of that entity) allocated for his services as CEO of BOH.

All Other Compensation Supplemental Table

The following table provides additional information regarding each component of the All Other Compensation column in the Summary Compensation Table:

(1) Amounts included for 2024 represent amounts earned on an accrual basis in respect of participation interests in incentive income generated by Oaktree’s funds with respect to the year ended December 31, 2024. To the extent that timing differences may exist between when amounts are earned on an accrual basis and paid in cash, these amounts do not reflect actual cash carried interest distributions to the NEOs during such periods. Timing differences typically arise when cash is distributed in the quarter immediately following the one in which the related income was earned.

(2) Amounts included for 2024 represent the amounts earned on an accrual basis in a given year in respect of the NEO’s annual profits participation interest.

(3) Amount represents a portion of his compensation paid by Brookfield (in his capacity as President and CFO of that entity) allocated for his services as CEO of BOH.

Non-competition, Non-solicitation and Confidentiality Restrictions

Pursuant to the terms of OCGH’s partnership agreement or applicable equity grant agreements, our executive officers (other than Mr. Goodman, who is subject to separate obligations to Brookfield) are subject to customary provisions regarding non-solicitation of Oaktree’s clients and employees, confidentiality, assignment of intellectual property and non-disparagement obligations. In addition, during their term of employment with Oaktree and for a period up to one year immediately following the resignation or termination of employment (other than a termination by us without cause), unless they, their family members and related entities have not held any OCGH units, OEP units or OEP II units in the twelve-month period immediately preceding the last day of their employment, our executive officers other than Mr. Goodman (who is subject to separate obligations to Brookfield) may not, directly or indirectly:

•engage in any business activity in which Oaktree operates, including any Competitive Business (as defined below);

•render any services to any Competitive Business; or

•acquire a financial interest in or become actively involved with any Competitive Business (other than as a passive investor holding a minimal percentage of the stock of a public company).

Under the terms of OCGH’s partnership agreement or applicable equity grant agreements, and during the term of employment and for the two-year period immediately following the earlier of (a) resignation or termination of employment for any reason or (b) the executive officer, their family members and related entities ceasing to hold any OCGH units, OEP units or OEP II units, our executive officers may not solicit Oaktree’s customers or clients for a Competitive Business or induce any employee to leave Oaktree’s employ. Mr. Wintrob is also subject to restrictions on solicitation of customers, clients and employees under his employment agreement.

“Competitive Business” means any business which is competitive with the business of any member of the Oaktree Operating Group or any of its affiliates (including raising, organizing, managing or advising any fund having an investment strategy in any way competitive with any of the funds managed by any member of the Oaktree Operating Group or any of its affiliates) anywhere in the United States or any other country where a member of the Oaktree Operating Group or any of its affiliates conducts business.

Participation in incentive income generated by Oaktree’s funds through the Carry Plans is typically subject to a five-year vesting schedule, under which a participating NEO’s interest will vest in increments of 22% on each of the first through fourth anniversaries of the closing date of the applicable fund, with the remaining 12% of the interest vesting on or after the fifth anniversary of such closing date, subject to certain limitations as set forth in the applicable governing documents. Under the terms of the applicable governing documents, participating NEOs are subject to various covenants addressing confidentiality, intellectual property, non-solicitation and non-disparagement. Pursuant to the terms of the Carry Plans, a participating NEO’s incentive income interest is subject to clawback if the general partner of the applicable fund is required to return any distributions (other than tax distributions) received in respect of such NEO’s interest in the applicable fund.

Grants of Plan-Based Awards in 2024

No grants of equity-based awards or long-term incentive awards were made to our NEOs during 2024.

Potential Payments upon Termination of Employment or Change in Control at 2025 Year End

We do not have any formal cash-based severance or change of control plans or agreements in place for any of our NEOs.

In all cases, neither Mr. Karsh nor Mr. Frank is entitled to any additional vesting of their participation rights in the incentive income generated by Oaktree’s funds as a result of a change in control of Oaktree or us or any of our affiliates. The impact of a termination of employment on the incentive income participation rights held by each of Messrs. Karsh and Frank is described below.

Incentive Income (Messrs. Karsh and Frank)

Generally, upon the earliest to occur of a participating NEO’s death, “disability” (as defined in the applicable governing documents), termination without “cause” (as defined in the applicable governing documents) or resignation (each, a “termination event”), such NEO’s incentive income interest will be converted into the right to receive a residual percentage (which cannot exceed the NEO’s interest prior to such termination event) of the distributions the NEO otherwise would have received absent such termination event, as described below.

In the case of a termination event other than resignation, the residual percentage will be the participating NEO’s interest prior to such event.

If a participating NEO resigns, the residual percentage generally will equal the product of:

•the participating NEO’s interest prior to such resignation; and

•the participating NEO’s vested percentage as of the resignation date (as discussed above under “—Carried Interest or Incentive Income”).

If a participating NEO resigns and engages in competitive activity within two years following his resignation, the NEO’s residual percentage will be reduced further (by as much as 50%).

If a participating NEO is terminated for cause, he immediately forfeits all rights to further distributions of incentive income.

The following table sets forth the estimated value of the incentive income distributions that would be made in respect of the participating NEO’s unvested incentive income interests under the Carry Plans attributable to BOH, assuming those interests became fully vested on December 31, 2024 upon a termination of employment without cause or termination due to death, disability or resignation. No amount is payable or accelerated in respect of an interest in the incentive income upon an individual’s termination, regardless of the reason for the termination. Rather, an individual who is terminated will receive amounts payable as and when Oaktree receives the associated incentive income (which is expected to occur over a number of years) in accordance with the same payment schedule as would have been in effect in the absence of termination.

The values disclosed below in respect of the rights of participating NEOs to continue to participate in distributions of incentive income, whether at the same level as before termination or at a reduced level as described above under “—Potential Payments Upon Termination of Employment or Change in Control at 2025 Year End,” have been determined assuming that each of the funds in respect of which the participating NEOs would have a right to incentive income had been liquidated on December 31, 2024 and all of the funds’ assets distributed in accordance with their respective distribution provisions at a value equal to their book value as of December 31, 2024. We have calculated the amounts set forth below using these assumptions because distributions made on a liquidation basis would yield the maximum amounts potentially payable to each of the participating NEOs, had a termination of employment actually occurred on December 31, 2024. We note, however, that the values set forth below were computed based on assumptions that may not be accurate or applicable to a given circumstance of termination. The actual amounts to be paid upon a particular termination of employment cannot be directly determined since such payments would be based on several factors, including when termination of employment occurs, the circumstances of termination, the time period for fund liquidation, the investment performance of the fund and the value at which such liquidations actually occur, when Oaktree determines to make distributions from such funds, when income is realized from such funds and the actual amounts so realized.

Estimated Distributions in Respect of Acceleration of Unvested Incentive Income Interests

Impact of the Expiration of Mr. Wintrob’s Employment Agreementon March 31, 2024 on His Profit Sharing Payments

In accordance with the terms of his employment agreement, upon ceasing to serve as Chief Executive Officer on March 1, 2024, Mr. Wintrob became entitled to: (i) the profit sharing payments through March 31, 2024, a portion of which are attributable to equity interests in Oaktree Capital I, OCM Cayman or their respective consolidated subsidiaries, and (ii) immediate vesting of all unvested Converted OCGH Units delivered in respect of prior profit sharing payments.

CEO Median Employee Pay Ratio

In August 2015, the SEC issued final rules implementing the provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act that require U.S. publicly-traded companies to disclose the ratio of their Chief Executive Officer’s compensation to that of their median employee. Disclosure pursuant to such rules is not included herein because we do not have any employees.

Director Compensation Table for 2024

The following table sets forth the cash and long-term incentive compensation paid to our outside directors listed below for the year ended December 31, 2024:

(1) Annual cash retainer and fees for serving on our board of directors and for serving on the Audit Committee of our Board. Mr. Gilbert also receives an annual cash retainer of $100,000 for serving as our lead outside director. The members of our board of directors also serve on the board of Oaktree Capital Holdings, LLC (formerly known as Atlas OCM Holdings, LLC) for no additional compensation.

(2) Initial value of long-term incentive awards granted in 2024 under the Brookfield Oaktree Holdings, LLC Amended and Restated Long-Term Incentive Plan, subject to four-year vesting.

During 2024, we compensated our outside directors named above through an annual cash retainer of $100,000 and the grant of long-term incentive awards. Directors who were also employees of Oaktree or Brookfield during any portion of 2024 do not receive any additional compensation for serving on our board of directors.

Members of our audit committee received an additional annual retainer of $25,000, and the chair of the audit committee received an additional annual retainer of $15,000. The lead outside director received an additional annual retainer of $100,000. All members of the board of directors are reimbursed for their reasonable out-of-pocket expenses incurred in attending board meetings.

The long-term incentive awards granted in 2024 for Messrs. Gilbert and Perry, and Mss. McGruder and Whittington under the Brookfield Oaktree Holdings, LLC Amended and Restated Long-Term Incentive Plan had an initial value equal to $100,000.

Compensation Committee Interlocks and Insider Participation

As described under “Directors, Executive Officers and Corporate Governance—Board Structure and Governance—Controlled Company Exemption,” we are a “controlled company” within the meaning of the NYSE corporate governance standards and do not have a compensation committee. For a description of certain transactions involving us and our directors and executive officers, please see “Certain Relationships and Related Transactions, and Director Independence.”

Compensation Committee Report

As described above, our board of directors does not have a compensation committee. The directors listed below have reviewed and discussed with management the foregoing Compensation Discussion and Analysis and, based on such review and discussion have determined that the Compensation Discussion and Analysis should be included in this annual report.

Howard S. Marks

Bruce A. Karsh

John B. Frank

Sheldon M. Stone

Bruce Flatt

Justin B. Beber

Steven J. Gilbert

Marna C. Whittington

Depelsha T. McGruder

Mansco Perry