DEF 14A of Ares Capital Corp, Mar 10, 2025

DEF 14A of Ares Capital Corp

Filed Mar 10, 20250001104659-25-022182

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Under the Company’s charter (as amended, the “Charter” and, together with the Bylaws, the “Charter Documents”), the Company’s directors are divided into three classes. Directors are elected for a staggered term of three years each, with a term of office of only one of these three classes of directors expiring each year. Each director will hold office for the term to which he or she is elected and until his or her successor is duly elected and qualifies. The terms of Daniel G. Kelly, Jr., Eric B. Siegel and R. Kipp deVeer, the Class III directors, will expire at the Annual Meeting. The nominating and governance committee of the Board has recommended, and the Board has nominated, Daniel G. Kelly, Jr., Eric B. Siegel and R. Kipp deVeer to stand for re-election at the Annual Meeting and to hold office until the annual meeting to be held in 2028 and until their successors are duly elected and qualify. Daniel G. Kelly, Jr., Eric B. Siegel and R. Kipp deVeer have agreed to serve as directors if elected and have consented to be named as nominees. The Charter Documents provide that directors shall be elected by the affirmative vote of shares representing at least a majority of all of the votes cast at a meeting at which a quorum is present; provided, that if the number of nominees for director exceeds the number of directors to be elected, directors shall be elected by the affirmative vote of a plurality of all of the votes cast at such meeting. Because the number of nominees for director does not exceed the number of directors to be elected, the affirmative vote of shares representing at least a majority of all the votes cast at the meeting is required to elect Daniel G. Kelly, Jr., Eric B. Siegel and R. Kipp deVeer as directors of the Company for the term for which they have been nominated. A stockholder can vote “For” or “Against” or abstain from voting with respect to each such nominee. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy FOR the election of each of the nominees named herein. If any nominee should decline or be unable to serve as a director, it is intended that the proxy will be voted for the election of such person as is nominated as a replacement by the nominating and governance committee and by the Board. The Board has no reason to believe that any nominee will be unable or unwilling to serve. The Board unanimously recommends that you vote FOR the election of each of Daniel G. Kelly, Jr., Eric B. Siegel and R. Kipp deVeer as directors of the Company for the term for which they have been nominated.

  2. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers The following information as of March 5, 2025 was furnished to the Company by each currently serving director (including each currently serving director who is also a director nominee), each executive officer and each other listed officer, and sets forth the name, age, principal occupation or employment of each such person, all positions and offices such person has held with the Company, and the period during which he or she has served as a director, executive officer or other listed officer of the Company. Daniel G. Kelly, Jr., Eric B. Siegel and R. Kipp deVeer have not been proposed for election, nor has any director, executive officer or other listed officer of the Company been selected as a director, executive officer or other officer of the Company, pursuant to any agreement or understanding with the Company or any other person. As used herein, Ares Management Corporation and its affiliated companies (other than portfolio companies of its affiliated funds), including the investment adviser, are collectively referred to as “Ares” or “Ares Management,” unless the context otherwise requires. The Company divides its directors into two groups — interested directors and independent directors. Interested directors are “interested persons” of the Company as defined in Section 2(a)(19) of the Investment Company Act of 1940 (as amended, the “Investment Company Act”) and independent directors are not “interested persons” of the Company as defined in Section 2(a)(19) of the Investment Company Act.

  3. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | Nominees for Class III Directors — Term Expiring in 2028 | | | | | | | Independent Directors | | | | | | | Daniel G. Kelly, Jr., 73 | Director | Class III Director since 2016 (term expires in 2025; standing for reelection at the Annual Meeting) | Daniel G. Kelly, Jr. currently dedicates his time to serving on the boards of directors of public companies and nonprofit organizations. From 1999 to 2015, Daniel G. Kelly, Jr. was a Partner of the law firm of Davis Polk & Wardwell LLP. | One(2) | American Shared Hospital Services | | Eric B. Siegel, 67 | Director | Class III Director since 2004 (term expires in 2025; standing for reelection at the Annual Meeting) | Since 2005, Eric B. Siegel has served as Senior Advisor to the Chairman of the Milwaukee Brewers Baseball Club and a member of the Club’s Board of Advisors. From 1996 to 2020, Eric B. Siegel was a director of El Paso Electric Company, a New York Stock Exchange (“NYSE”) publicly traded utility company, where he also served as Chairman of the Executive Committee and Nominating and Governance Committee and member of the Audit Committee and Security Committee. | Two(2) | El Paso Electric Company, Ares Strategic Income Fund |

  4. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | Interested Director | | | | | | | R. Kipp deVeer, 52(3) | Director and Chief Executive Officer; incoming Executive Vice President(4) | Class III Director since 2015 (term expires in 2025; standing for reelection at the Annual Meeting); Chief Executive Officer since July 2014 (expected to end April 30, 2025); effective April 30, 2025, to serve as Executive Vice President (indefinite term) | Since July 2014, R. Kipp deVeer has served as Chief Executive Officer of the Company. Effective April 30, 2025, R. Kipp deVeer will no longer serve as Chief Executive Officer and will continue as an Executive Vice President of the Company. R. Kipp deVeer previously served as President of the Company from May 2013 to July 2014. R. Kipp deVeer serves as an interested trustee and Chairperson of the Board of Trustees of Ares Strategic Income Fund. R. Kipp deVeer is a Director, Partner and Co-President of Ares. R. Kipp deVeer is a member of a number of Ares investment committees, including for the Ares U.S. Direct Lending strategy (the “USDL Investment Committee”), Ares Strategic Income Fund and the European Direct Lending, Pathfinder and Insurance Solutions strategies. | Two(2) | Ares Management Corporation, Ares Strategic Income Fund |

  5. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | Class I Directors — Term Expiring in 2026 | | | | | | | Independent Directors | | | | | | | Ann Torre Bates, 66 | Director | Class I Director since 2010 (term expires in 2026) | Ann Torre Bates currently dedicates her time to serving on boards of directors of several companies in the financial sector. From 1997 to 2012, Ann Torre Bates was a strategic and financial consultant, principally with respect to corporate finance matters. | Three(2) | United Natural Foods, Inc., 19 investment companies in the Franklin Templeton Group of Mutual Funds, Ares Strategic Income Fund, Ares Core Infrastructure Fund | | Steven B. McKeever, 64 | Director | Class I Director since 2012 (term expires in 2026) | Since 1997, Steven B. McKeever has been Chief Executive Officer of Hidden Beach Recordings, an independent record label based in Los Angeles, California. | Two(2) | Ares Strategic Income Fund | | Interested Director | | | | | | | Michael J Arougheti, 52(5) | Director; Executive Vice President | Class I Director since February 2009 (term expires in 2026); Executive Vice President since October 2014 (indefinite term) | Since October 2014, Michael J Arougheti has served as an Executive Vice President of the Company and since February 2009, he has served as a director of the Company. Michael J Arougheti previously served as Co-Chairperson of the Board from July 2014 to October 2024, Chief Executive Officer of the Company from May 2013 to July 2014 and President of the Company from May 2004 to May 2013. Michael J Arougheti is Co-Founder, Chief Executive Officer and a Director of Ares. Michael J Arougheti is a member of the Ares Credit Group’s Pathfinder Investment Committee, the Ares Equity Income | One(2) | Ares Management Corporation, Ares Commercial Real Estate Corporation, Ares Acquisition Corporation, Ares Acquisition Corporation II |

  6. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | | | | Opportunity Strategy Portfolio Review Committee and the Ares Sports, Media and Entertainment Investment Committee. | | | | Class II Directors — Term Expiring in 2027 | | | | | | | Independent Directors | | | | | | | Mary Beth Henson, 64 | Director | Class II Director since 2022 (term expires 2027) | Mary Beth Henson is currently a director and served as Chief Financial Officer of the National Audubon Society, Inc. from 2013 to 2021. Prior to that, she held various positions with Merrill Lynch & Co., including managing director and co-founder of the Global Retailing Investment Banking Group. | | | | Michael K. Parks, 65 | Director | Class II Director since 2019 (term expires in 2027) | Michael K. Parks is currently a director, and from January 2019 to January 2024 was the Chief Executive Officer and President, on a volunteer basis, of FlyawayHomes, a company whose mission is to help end chronic homelessness by developing a scalable model to build quality permanent supportive housing faster and cheaper, and a director of The People Concern, a major homeless service provider in Los Angeles. From 2015 to 2018, Michael K. Parks was a Managing Director in the Private Markets group of BlackRock, Inc. | One(2) | |

  7. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | Interested Directors | | | | | | | Mitchell Goldstein, 58(6) | Co-Chairperson and Director | Class II director since 2024 (term expires 2027) | Since October 2024, Mitchell Goldstein has served as Co-Chairperson of the Board and as a director of the Company. Mitchell Goldstein previously served as Co-President of the Company from July 2014 to October 2024 and as an Executive Vice President of the Company from May 2013 to July 2014. Mitchell Goldstein is a Partner in and Co-Head of the Ares Credit Group. Mitchell Goldstein serves on the Ares Operating Committee. Mitchell Goldstein is also an interested trustee and Co-Chief Executive Officer of Ares Strategic Income Fund and Vice President and interested trustee of CION Ares Diversified Credit Fund. Mitchell Goldstein is a member of the Ares Credit Group’s USDL, Commercial Finance, Pathfinder and Ares Strategic Income Fund Investment Committees, the Ivy Hill Asset Management Investment Committee, the Ares Infrastructure Debt Investment Committee and the Ares Asia Direct Lending (Australia) Investment Committee. | Three(2) | Ares Strategic Income Fund, CION Ares Diversified Credit Fund |

  8. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | Michael L. Smith, 53(7) | Co-Chairperson and Director | Class II Director since 2024 (term expires 2027) Class III Director from 2022 – 2024 | Since October 2022, Michael L. Smith has served as a director of the Company, and since October 2024, Michael L. Smith has served as Co-Chairperson of the Board. From July 2014 to October 2022, Michael L. Smith served as a Co-President of the Company. Michael L. Smith is a Partner in and Co-Head of the Ares Credit Group. Michael L. Smith serves on the Ares Operating Committee. Michael L. Smith serves as an interested trustee and Co-Chief Executive Officer of Ares Strategic Income Fund and as a Vice President of CION Ares Diversified Credit Fund. Michael L. Smith is a member of the Ares Credit Group’s USDL, Opportunistic Credit, Commercial Finance and Ares Strategic Income Fund Investment Committees, the Ares Secondaries Group’s Private Equity Investment Committee, and the Ares Infrastructure Group’s Infrastructure Opportunities, Climate Infrastructure Partners and Infrastructure Debt Investment Committees. | Two(2) | Ares Strategic Income Fund |

  9. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | Executive Officers and Certain Other Officers Who Are Not Directors | | | | | | | Joshua M. Bloomstein, 51 | General Counsel, Vice President and Secretary | General Counsel since January 2010; Secretary since December 2010; Vice President since November 2006 (indefinite terms) | Since January 2010, Joshua M. Bloomstein has served as General Counsel of the Company, since December 2010, Joshua M. Bloomstein has served as Secretary of the Company, and since November 2006, Joshua M. Bloomstein has served as Vice President of the Company. | | | | | | | Additionally, he is General Counsel and Secretary of Ares Strategic Income Fund, Vice President and Assistant Secretary of CION Ares Diversified Credit Fund, Vice President and Assistant Secretary of Ares Commercial Real Estate Corporation and Vice President and Assistant Secretary of Ares Dynamic Credit Allocation Fund, Inc. He joined Ares in November 2006 and currently serves as a Partner and General Counsel (Credit) and Deputy General Counsel (Corporate) of Ares Management. | | | | Paul Cho, 42 | Chief Accounting Officer | Since February 2024 (indefinite term) | Since February 2024, Paul Cho has served as Chief Accounting Officer of the Company. Paul Cho serves as Chief Accounting Officer of Ares Strategic Income Fund. Additionally, Paul Cho serves as Vice President of Ares Dynamic Credit Allocation Fund, Inc. and | | |

  10. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | | | | Vice President of CION Ares Diversified Credit Fund. Paul Cho joined Ares in 2008 and currently serves as a Managing Director and Chief Accounting Officer in the Ares Finance and Accounting Department. | | | | Angela Lee, 38 | Vice President and Assistant Treasurer | Since February 2024 (indefinite term) | Since February 2024, Angela Lee has served as Vice President and Assistant Treasurer of the Company. Angela Lee serves as Vice President and Assistant Treasurer of Ares Strategic Income Fund. Additionally, Angela Lee serves as Vice President of Ares Dynamic Credit Allocation Fund, Inc. and Vice President of CION Ares Diversified Credit Fund. Angela Lee joined Ares in 2010 and currently serves as a Managing Director in the Ares Finance and Accounting Department. | | | | Scott C. Lem, 47 | Chief Financial Officer and Treasurer | Chief Financial Officer since February 2024; Treasurer since May 2013 (indefinite terms) (Chief Accounting Officer and Vice President May 2013 – February 2024) | Since February 2024, Scott C. Lem has served as Chief Financial Officer of the Company and since May 2013, Scott C. Lem has served as Treasurer of the Company. Scott C. Lem previously served as Chief Accounting Officer and Vice President of the Company from May 2013 to February 2024 and Assistant Treasurer of the Company from May 2009 to May 2013. Scott C. Lem is Chief Financial Officer and Treasurer of Ares Strategic Income | | |

  11. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | | | | Fund. He joined Ares in July 2003 and currently serves as a Partner and Chief Financial Officer of the Public Credit Funds in the Ares Finance and Accounting Department. Scott C. Lem additionally serves as Chief Financial Officer and Treasurer of Ares Dynamic Credit Allocation Fund, Inc. and Chief Financial Officer and Treasurer of CION Ares Diversified Credit Fund. | | | | Jana Markowicz, 44 | Chief Operating Officer | Since January 2023 (indefinite term) | Since January 2023, Jana Markowicz has served as Chief Operating Officer of the Company. Jana Markowicz also serves as Chief Operating Officer of Ares Strategic Income Fund and is a member of the Ares Strategic Income Fund Investment Committee. Jana Markowicz joined Ares in 2005 as a member of the U.S. Direct Lending investment team. Jana Markowicz currently serves as Partner and Chief Operating Officer for U.S. Direct Lending in the Ares Credit Group. | | | | Jim Miller, 48 | Co-President(4) | Since October 2024 (indefinite term) | Since October 2024, Jim Miller has served as Co-President of the Company. Jim Miller is a Partner in the Ares Credit Group and serves as Co-Head for Ares’ U.S. Direct Lending strategy and serves on Ares’ USDL Investment Committee. Jim Miller also serves as President of Ares Strategic | | |

  12. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | | | | Income Fund and is a member of the Ares Strategic Income Fund Investment Committee, and serves on the Ares Sports, Media and Entertainment Investment Committee and acts as a co-lead for the strategy. | | | | Lisa Morgan, 49 | Chief Compliance Officer | Since April 2019 (indefinite term) | Since April 2019, Lisa Morgan has served as Chief Compliance Officer of the Company. Lisa Morgan is a Partner and Chief Compliance Officer, Registered Products in the Ares Compliance Group. Lisa Morgan also serves as the Chief Compliance Officer of Ares Dynamic Credit Allocation Fund, Inc., CION Ares Diversified Credit Fund, Ares Private Markets Fund, Ares Strategic Income Fund and Ares Core Infrastructure Fund. Prior to joining Ares in 2017, Lisa Morgan was a Partner in the Business Practices Group at Eversheds Sutherland, where she focused on the formation, regulation and operation of public and private funds, including business development companies. | | |

  13. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | Naseem Sagati Aghili, 43 | Vice President | Since May 2020 (indefinite term) | Since May 2020, Naseem Sagati Aghili has served as Vice President of the Company. Naseem Sagati Aghili is Partner, General Counsel and Corporate Secretary of Ares and additionally serves on the Operating and Enterprise Risk Committees. She also serves as Chief Legal Officer, Vice President and Assistant Secretary of Ares Private Markets Fund, and as Vice President of Ares Dynamic Credit Allocation Fund, Inc., CION Ares Diversified Credit Fund, Ares Strategic Income Fund and Ares Core Infrastructure Fund. Prior to being named as General Counsel of Ares in 2020, Naseem Sagati Aghili has served in a variety of roles at Ares since 2009, including most recently Co-General Counsel and General Counsel, Private Equity. | | |

  14. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | Kort Schnabel, 48 | Co-President; incoming Chief Executive Officer(4) | Since October 2022; effective April 30, 2025, to serve as Chief Executive Officer (indefinite term) | Since October 2022, Kort Schnabel has served as Co-President of the Company. Effective April 30, 2025, Kort Schnabel will no longer serve as Co-President but instead serve as Chief Executive Officer of the Company. Kort Schnabel joined Ares in 2001 and currently serves as Partner and Co-Head for U.S. Direct Lending strategy of Ares and a member of the USDL Investment Committee. He also serves on the Ares Sports, Media and Entertainment Investment Committee and acts as a co-lead for the strategy. | | |

  15. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    The business address of Michael J Arougheti, Joshua M. Bloomstein, R. Kipp deVeer, Mitchell Goldstein, Jana Markowicz, Jim Miller and Michael L. Smith is c/o Ares Capital Corporation, 245 Park Avenue, 44th Floor, New York, New York 10167. The business address of Lisa Morgan is c/o Ares Capital Corporation, 4300 Wilson Blvd., Suite 260, Arlington, VA 22203. The business address of each other director, executive officer and listed officer is c/o Ares Capital Corporation, 1800 Avenue of the Stars, Suite 1400, Los Angeles, California 90067. (2) Includes, in each case, the Company. The “Fund Complex” consists of the Company, Ares Strategic Income Fund, Ares Core Infrastructure Fund, Ares Dynamic Credit Allocation Fund, Inc., Ares Private Markets Fund and CION Ares Diversified Credit Fund. (3) R. Kipp deVeer is an interested director because he is currently the Chief Executive Officer of the Company, is an interested trustee and Chairperson of the Board of Trustees of Ares Strategic Income Fund, is on the USDL Investment Committee, is a Partner and Co-President of Ares Management Corporation and serves on the Board of Directors of Ares. (4) As previously disclosed, the Board has appointed Kort Schnabel as Chief Executive Officer of the Company, to be effective on April 30, 2025. Concurrently with the effective date of Kort Schnabel’s appointment, Kort Schnabel will no longer serve as Co-President of the Company and R. Kipp deVeer will no longer serve as Chief Executive Officer of the Company and will remain a Class III director of the Board and Executive Vice President of the Company. Jim Miller will continue to serve as the President of the Company. Michael J Arougheti is an interested director because he is a Co-Founder and the Chief Executive Officer of Ares, serves on the Board of Directors of Ares and is an Executive Vice President of the Company. Mitchell Goldstein is an interested director because he is on the USDL Investment Committee, is an interested trustee and Co-Chief Executive Officer of Ares Strategic Income Fund, is a Partner in and Co-Head of the Ares Credit Group and is a Vice President and interested trustee of CION Ares Diversified Credit Fund. Michael L. Smith is an interested director because he is on the USDL Investment Committee, is an interested trustee and Co-Chief Executive Officer of Ares Strategic Income Fund, is a Partner in and Co-Head of the Ares Credit Group and is a Vice President of CION Ares Diversified Credit Fund.

  16. Biographical Information

    Biographical Information As described below under “Corporate Governance — Board’s Roles in Risk Oversight — Nominating and Governance Committee,” the Board has identified certain desired attributes for director nominees. Each of the directors has demonstrated high character and integrity, superior credentials and recognition in his or her respective field and the relevant expertise and experience upon which to be able to offer advice and guidance to the Company’s management. Each of the directors also has sufficient time available to devote to the affairs of the Company, is able to work with the other members of the Board and contribute to the success of the Company and can represent the long-term interests of the Company’s stockholders as a whole. The directors have been selected such that the Board represents a range of backgrounds and experience. Set forth below is biographical information of each director, including a discussion of such director’s particular experience, qualifications, attributes or skills that led the Company and the Board to conclude, as of the date of this document, that such individual should serve as a director, in light of the Company’s business and structure. In addition, the nominating and governance committee of the Board and the Board considered that certain investors and advisors have policies that may recommend withholding votes from nominees who serve as executives of a public company and sit on additional outside public company boards. We believe these policies are designed to ensure that executives have sufficient time to focus on the company for which they are an executive. Nominees for Class III Directors (Term expires at the 2028 Annual Meeting of Stockholders and upon the election and qualification of their respective successors) Independent Directors Daniel G. Kelly, Jr., 73, has served as a director of the Company since May 2016 and currently serves on the nominating and governance committee. Daniel G. Kelly, Jr. was a Partner of Davis Polk & Wardwell LLP, an international law firm, from 1999 to 2015, co-founding its Silicon Valley office in 1999. During his time at Davis Polk, Daniel G. Kelly, Jr. had an extensive corporate practice representing companies, private equity funds and financial institutions in a broad array of complex transactions, and also acted as a senior advisor to boards and special committees on numerous sensitive matters. He currently serves on the board of directors of American Shared Hospital Services. Prior to joining Davis Polk, Daniel G. Kelly, Jr. was a senior officer of a major investment banking firm, the Chief Legal Officer of an NYSE listed corporation and a partner involved in management of two other law firms. Daniel G. Kelly, Jr. graduated magna cum laude with a B.A. in History from Yale University and received his J.D. from Columbia University School of Law where he served as Notes and Comments Editor of the Columbia Law Review. The Company believes that Daniel G. Kelly, Jr.’s experience practicing as a corporate lawyer, including his substantial experience in providing advice and counsel on corporate governance and securities law matters to numerous public company clients in a wide variety of industries, provides the Board with unique insight on its duties and responsibilities. Eric B. Siegel, 67, has served as a director of the Company since 2004 and has served as the lead independent director of the Board since 2010. Eric B. Siegel currently serves on the audit committee and the nominating and governance committee. Since 2005, Eric B. Siegel has served as Special Advisor to the Chairman of the Milwaukee Brewers Baseball Club and a member of the Club’s Board of Advisors. Eric B. Siegel is also a past member of the boards of directors of a number of public and private companies, including Kerzner International Ltd. and El Paso Electric Company. Eric B. Siegel is a retired limited partner of Apollo Advisors, L.P. and Lion Advisors, L.P., private investment management firms. Eric B. Siegel is a trustee of Ares Strategic Income Fund, is the lead independent trustee of its board of trustees and is a member of its audit committee and its nominating and governance committee. Eric B. Siegel is a member of the board of directors of the Friends of the Los Angeles Saban Free Clinic and a past member of the board of trustees of the Marlborough School. Eric B. Siegel graduated summa cum laude with a B.A. in History from the University of California, Los Angeles, a member of Phi Beta Kappa and received his J.D. from the University of California, Los Angeles School of Law where he was elected to The Order of the Coif. The Company believes that Eric B. Siegel’s experience practicing as a corporate lawyer provides valuable insight to the Board on regulatory and risk management issues and his experience as a partner in investment firms and over 30 years of experience serving as a director for both public and private companies provide industry specific knowledge and expertise to the Board. Interested Director R. Kipp deVeer, 52, has served as a director of the Company since 2015 and currently serves as Chief Executive Officer of the Company. Effective April 30, 2025, R. Kipp deVeer will no longer serve as Chief Executive Officer and will serve as an Executive Vice President of the Company. R. Kipp deVeer previously served as President of the Company from May 2013 to July 2014. R. Kipp deVeer joined Ares in May 2004 and currently serves as a Director, Partner and Co-President of Ares Management Corporation and previously served as Head of the Ares Credit Group until February 2025. He is Co-Chair of the Ares Operating Committee. R. Kipp deVeer may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. R. Kipp deVeer is a member of a number of Ares investment committees, including for the Ares USDL, European Direct Lending, Pathfinder and Insurance Solutions strategies. R. Kipp deVeer is also a trustee and Chairperson of the Board of Trustees of Ares Strategic Income Fund. Prior to joining Ares, R. Kipp deVeer was a partner at RBC Capital Partners, a division of Royal Bank of Canada, which led the firm’s middle market financing and principal investment business. R. Kipp deVeer joined RBC in October 2001 from Indosuez Capital, where he was Vice President in the Merchant Banking Group. Previously, R. Kipp deVeer worked at J.P. Morgan and Co., both in the Special Investment Group of J.P. Morgan Investment Management, Inc. and the Investment Banking Division of J.P. Morgan Securities Inc. R. Kipp deVeer received a B.A. from Yale University and an M.B.A. from Stanford University’s Graduate School of Business. The Company believes that R. Kipp deVeer’s depth of experience in investment management, leveraged finance and financial services, as well as his intimate knowledge of our business and operations, gives the Board valuable industry specific knowledge and expertise on these and other matters. R. Kipp deVeer is an interested director because he is currently the Chief Executive Officer of the Company, is an interested trustee and Chairperson of the Board of Trustees of Ares Strategic Income Fund, is on the USDL Investment Committee, is a Partner and Co-President of Ares Management Corporation and serves on the Board of Directors of Ares. Directors Continuing in Office Class I Directors (Term expires at the 2026 Annual Meeting of Stockholders and upon the election and qualification of their respective successors)

  17. Biographical Information

    Ann Torre Bates, 66, has served as a director of the Company since 2010 and is currently the chairperson of the audit committee. Ann Torre Bates currently dedicates her time serving on the boards of directors of several companies primarily in the financial sector. From 1997 to 2012, Ann Torre Bates was a strategic and financial consultant, principally with respect to corporate finance matters. From 1995 to 1997, Ann Torre Bates served as Executive Vice President, Chief Financial Officer and Treasurer of NHP, Inc., a national real estate services firm. From 1991 to 1995, Ann Torre Bates was Vice President and Treasurer of US Airways, and held various finance positions from 1988 to 1991. Ann Torre Bates is a trustee of Ares Core Infrastructure Fund, is a trustee of Ares Strategic Income Fund and is the chairperson of its audit committee. Ann Torre Bates currently serves as director or trustee of 19 investment companies in the Franklin Templeton Group of Mutual Funds. Ann Torre Bates previously served as a director of Allied Capital Corporation from 2003 to 2010, SLM Corporation from 1997 to 2014, Navient Corporation from 2014 to 2016 and United Natural Foods, Inc. from 2014 to 2023. Ann Torre Bates holds a B.B.A. in Accountancy from the University of Notre Dame and an M.B.A. in Finance and Economics from Cornell University. The Company believes that Ann Torre Bates’ experience serving as a director of other public companies in the financial sector, as well as her past experience as a Chief Financial Officer, provides the Board and, specifically, the audit committee of the Board with valuable knowledge and insight in the financial services sector as well as experience in financial and accounting matters. Steven B. McKeever, 64, has served as a director of the Company since 2012 and is currently the chairperson of the nominating and governance committee. Steven B. McKeever is the Chief Executive Officer of Hidden Beach Recordings, an independent record label based in Los Angeles, California, which Steven B. McKeever founded in 1997. From 1991 to 1995, Steven B. McKeever was with Motown Records, where he served as Executive Vice President of Talent and Creative Affairs from 1993 to 1995 and Senior Vice President of Artists and Repertoire from 1991 to 1993. In 1992, Steven B. McKeever created MoJAZZ Records, a subsidiary of Motown Records and served as its President. In 1993, he was instrumental in the sale of Motown Records to PolyGram Records. Steven B. McKeever eventually left Motown Records in 1995 to work on his own entrepreneurial projects. Steven B. McKeever began his career at the law firm of Irell & Manella LLP in Los Angeles as an entertainment lawyer. In 2011, Steven B. McKeever served as the Executive Producer of Entertainment for the dedication of the Martin Luther King, Jr. Memorial in Washington, D.C. Steven B. McKeever currently serves as a director of several organizations. Steven B. McKeever is a trustee of Ares Strategic Income Fund and is the chairperson of its nominating and governance committee. He served as a Governor of the Los Angeles Chapter of The National Academy of Recording Arts and Sciences (a/k/a The GRAMMYs) from 2001 to 2003 and 2008 to 2010 and gives generous time to various charitable organizations such as The City of Hope. Steven B. McKeever received his B.S. from the University of Illinois at Urbana Champaign and received his J.D. from Harvard Law School. The Company believes that Steven B. McKeever’s diversity of experiences, in particular his small business and entrepreneurial experience, provides the Board with unique insight and expertise into the management of small and middle-market companies. Interested Director Michael J Arougheti, 52, has served as a director of the Company since 2009 and as an Executive Vice President of the Company since October 2014. Michael J Arougheti previously served as Co-Chairperson of the Board from July 2014 to October 2024, Chief Executive Officer of the Company from May 2013 to July 2014, and President of the Company from May 2004 to May 2013. Michael J Arougheti is Co-Founder and Chief Executive Officer as well as a Director of Ares Management Corporation. He serves on the Ares Operating Committee, the Ares Enterprise Risk Committee and is on the Board of Directors of the Ares Charitable Foundation. He additionally serves as Co-Chairman of Ares Acquisition Corporation II and as a director of Ares Commercial Real Estate Corporation. Michael J Arougheti is also a member of the Ares Credit Group’s Pathfinder Investment Committee, the Ares Equity Income Opportunity Strategy Portfolio Review Committee and the Ares Sports, Media and Entertainment Investment Committee. From January 2021 to November 2023, Michael J Arougheti also served as Co-Chairman of Ares Acquisition Corporation. Michael J Arougheti may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Prior to joining Ares in 2004, Michael J Arougheti was employed by Royal Bank of Canada from 2001 to 2004, where he was a Managing Partner of the Principal Finance Group of RBC Capital Partners and a member of the firm’s Mezzanine Investment Committee. At RBC Capital Partners, Michael J Arougheti oversaw an investment team that originated, managed and monitored a diverse portfolio of middle-market leveraged loans, senior and junior subordinated debt, preferred equity and common stock and warrants on behalf of RBC and other third party institutional investors. Michael J Arougheti joined Royal Bank of Canada in October 2001 from Indosuez Capital, where he was a Principal and an Investment Committee member, responsible for originating, structuring and executing leveraged transactions across a broad range of products and asset classes. Prior to joining Indosuez in 1994, Michael J Arougheti worked at Kidder, Peabody & Co., where he was a member of the firm’s Mergers and Acquisitions Group. Michael J Arougheti also serves on the board of directors of Operation HOPE, a not-for-profit organization focused on expanding economic opportunity in underserved communities through education and empowerment. Michael J Arougheti received a B.A. in Ethics, Politics and Economics, cum laude, from Yale University. The Company believes that Michael J Arougheti’s depth of experience in investment management, leveraged finance and financial services, as well as his intimate knowledge of the Company’s business and operations gives the Board valuable industry-specific knowledge and expertise on these and other matters. Michael J Arougheti is an interested director because he is a Co-Founder and the Chief Executive Officer of Ares, serves on the Board of Directors of Ares and is an Executive Vice President of the Company. Class II Directors (Term expires at the 2027 Annual Meeting of Stockholders and upon the election and qualification of their respective successors)

  18. Biographical Information

    Mary Beth Henson, 64, has served as director of the Company since 2022 and currently serves on the audit committee. From 2013 until her retirement in 2021, Mary Beth Henson served as Chief Financial Officer at the National Audubon Society, a non-profit dedicated to protecting birds and their habitats. From 2008 to 2013, Mary Beth Henson was Vice President, Finance for City Harvest, a food rescue organization in New York City. Prior to joining City Harvest, Mary Beth Henson worked at Merrill Lynch for 14 years, where she co-founded the global Retailing Investment Banking Group, and at Chase Manhattan Bank for five years, where she held various commercial lending roles. She received an M.B.A. in Finance from New York University and a B.A. in English Literature from the University of Virginia. The Company believes that Mary Beth Henson’s experience in financial matters and in management, leadership and strategy across the public and nonprofit sectors provides valuable knowledge and expertise to the Board. Michael K. Parks, 65, has served as a director of the Company since 2019 and currently serves on the audit committee. Michael K. Parks is currently a director, and from January 2019 to January 2024 was the Chief Executive Officer and President, on a volunteer basis, of FlyawayHomes, a company whose mission is to help end chronic homelessness by developing a scalable model to build quality permanent supportive housing faster and cheaper, and a director of The People Concern, a major homeless service provider in Los Angeles. From 2015 to 2018, Michael K. Parks was a Managing Director in the Private Markets group of BlackRock, Inc. From 2011 to 2013, Michael K. Parks served as a Managing Director of Crescent Capital Group and prior to that he was a Managing Director of Trust Company of the West, Crescent’s former parent, since 2000. Michael K. Parks held various executive level positions at Aurora National Life Assurance Company from 1993 to 2000, including Chief Executive Officer, President, and Chief Investment Officer from 1996 to October 2000. From 1981 to 1992, he held various positions at Salomon Brothers Inc. Michael K. Parks also served on the board of directors for the following companies: El Paso Electric Company (NYSE) from 1996 to 2015, including serving as Chairman of the board from 2012 to 2015, E*Trade Financial Corp. (formerly, E*Trade Group Inc.) (NASDAQ) from 2003 to 2012, including serving as Chairman of the Audit Committee, and Aurora National Life Assurance Company from 1992 to 2003. Michael K. Parks holds a B.A. in Philosophy from Haverford College. The Company believes that Michael K. Parks’ experience serving as a director of other public companies, including serving as a chairman of the board or the audit committee of such companies, and his broad experience in the financial industry provides valuable knowledge and industry-specific expertise to the Board and the audit committee. Interested Directors Mitchell Goldstein, 58, has served as an interested director and Co-Chairperson of the Board of the Company since October 2024. Mitchell Goldstein previously served as Co-President of the Company from July 2014 to October 2024 and as an Executive Vice President of the Company from May 2013 to July 2014. Mitchell Goldstein is a Partner in and Co-Head of the Ares Credit Group and also serves on the Ares Operating Committee. Mitchell Goldstein is also Vice President and interested trustee of CION Ares Diversified Credit Fund and Co-Chief Executive Officer and interested trustee of Ares Strategic Income Fund. Mitchell Goldstein may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Mitchell Goldstein is a member of the Ares Credit Group’s USDL, Commercial Finance, Pathfinder and Ares Strategic Income Fund Investment Committees, the Ivy Hill Asset Management Investment Committee, the Ares Infrastructure Debt Investment Committee and the Ares Asia Direct Lending (Australia) Investment Committee. Prior to joining Ares Management in May 2005, Mitchell Goldstein worked at Credit Suisse First Boston (“CSFB”), where he was a Managing Director in the Financial Sponsors Group. At CSFB, Mitchell Goldstein was responsible for providing investment banking services to private equity funds and hedge funds with a focus on mergers and acquisitions and restructurings as well as capital raisings, including high yield, bank debt, mezzanine debt, and IPOs. Mitchell Goldstein joined CSFB in 2000 at the completion of the merger with Donaldson, Lufkin & Jenrette. From 1998 to 2000, Mitchell Goldstein was at Indosuez Capital, where he was a member of the Investment Committee and a Principal, responsible for originating, structuring and executing leveraged transactions across a broad range of products and asset classes. From 1993 to 1998, Mitchell Goldstein worked at Bankers Trust. He also serves on the Board of Managers of Ivy Hill Asset Management GP, LLC, IHAM’s (as defined below) General Partner (“IHAM GP”). Mitchell Goldstein graduated summa cum laude from the State University of New York at Binghamton with a B.S. in Accounting, received an M.B.A. from Columbia University’s Graduate School of Business. The Company believes that Mitchell Goldstein’s depth of experience in investment management, leveraged finance and financial services, as well as his intimate knowledge of our business and operations, gives the Board valuable industry specific knowledge and expertise on these and other matters. Mitchell Goldstein is an interested director because he is on the USDL Investment Committee, is an interested trustee and Co-Chief Executive Officer of Ares Strategic Income Fund, is a Partner in and Co-Head of the Ares Credit Group and is a Vice President and interested trustee of CION Ares Diversified Credit Fund.

  19. Biographical Information

    Michael L. Smith, 53, has served as a director of the Company since October 2022 and as Co-Chairperson of the Board of the Company since October 2024. Michael L. Smith previously served as Co-President of the Company from July 2014 to October 2022. Michael L. Smith is a Partner in and Co-Head of the Ares Credit Group, is a Vice President of CION Ares Diversified Credit Fund and also serves on the Ares Operating Committee. Michael L. Smith serves as a trustee of and Co-Chief Executive Officer of Ares Strategic Income Fund. Michael L. Smith may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Michael L. Smith is a member of the Ares Credit Group’s USDL, Opportunistic Credit and Commercial Finance and Ares Strategic Income Fund Investment Committees, the Ares Secondaries Group’s Private Equity Investment Committee and the Ares Infrastructure Group’s Infrastructure Opportunities, Climate Infrastructure Partners and Infrastructure Debt Investment Committees. Prior to joining Ares in 2004, Michael L. Smith was a Partner at RBC Capital Partners, a division of Royal Bank of Canada, which led the firm’s middle market financing and principal investment business. Previously, Michael L. Smith worked at Indosuez Capital in their Merchant Banking Group, Kenter, Glastris & Company, and at Salomon Brothers Inc, in their Debt Capital Markets Group and Financial Institutions Group. Michael L. Smith serves on the board of directors of the University of Notre Dame’s Wilson Sheehan Lab for Economic Opportunity (LEO), which helps service providers apply scientific evaluation methods to better understand and share effective poverty interventions. Michael L. Smith received a B.S. in Business Administration from the University of Notre Dame and a Master’s Degree in Management from Northwestern University’s Kellogg Graduate School of Management. The Company believes that Michael L. Smith’s depth of experience in investment management, leveraged finance and financial services, as well as his intimate knowledge of our business and operations gives the Board valuable industry specific knowledge and expertise on these and other matters. Michael L. Smith is an interested director because he is on the USDL Investment Committee, is an interested trustee and Co-Chief Executive Officer of Ares Strategic Income, and is a Partner in and Co-Head of the Ares Credit Group and is a Vice President of CION Ares Diversified Credit Fund.

  20. Executive Officers and Certain Other Officers Who Are Not Directors

    Executive Officers and Certain Other Officers Who Are Not Directors Joshua M. Bloomstein, 51, has served as the General Counsel, Vice President and Secretary of the Company since April 2010. He joined Ares in November 2006 and currently serves as a Partner and General Counsel (Credit) and Deputy General Counsel (Corporate) of Ares Management, where he focuses on credit, corporate governance and legislative and regulatory matters. Joshua M. Bloomstein is the General Counsel and Secretary of Ares Strategic Income Fund. Joshua M. Bloomstein also currently serves as Vice President and Assistant Secretary of CION Ares Diversified Credit Fund, Vice President and Assistant Secretary of Ares Commercial Real Estate Corporation, and Vice President and Assistant Secretary of Ares Dynamic Credit Allocation Fund, Inc. He may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Joshua M. Bloomstein joined Ares from Latham & Watkins LLP, where he was in its private equity and corporate groups, focusing on mergers and acquisitions transactions and securities law and general corporate and partnership matters. Joshua M. Bloomstein graduated magna cum laude with a B.A. in Political Science from the State University of New York at Albany and received a J.D. degree, magna cum laude, from the University of Miami, where he was elected to The Order of the Coif. Paul Cho, 42, has served as Chief Accounting Officer of the Company since February 2024. Paul Cho is a Managing Director and Chief Accounting Officer in the Ares Finance and Accounting Department. Paul Cho is the Chief Accounting Officer of Ares Strategic Income Fund. He also serves as Vice President of CION Ares Diversified Credit Fund and Vice President of Ares Dynamic Credit Allocation Fund, Inc. He may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Prior to joining Ares in 2008, Paul Cho was at Macias Gini & O’Connell LLP, where he focused on audits of state and local government entities. Paul Cho holds a B.A. from the University of California, Berkeley in Economics. Angela Lee, 38, has served as Vice President and Assistant Treasurer of the Company since February 2024. Angela Lee is a Managing Director of the Ares Finance and Accounting Department. Angela Lee is Vice President and Assistant Treasurer of Ares Strategic Income Fund. She also serves as a Vice President of CION Ares Diversified Credit Fund and a Vice President of Ares Dynamic Credit Allocation Fund, Inc. She may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Prior to joining Ares in 2010, Angela Lee was a Senior Associate at KPMG LLP, where she focused on audits of financial institutions and banks. Angela Lee holds a B.A. from the University of California, Los Angeles in Applied Mathematics with a concentration in Management and Accounting. Scott C. Lem, 47, has served as Chief Financial Officer and Treasurer of the Company since February 2024. Scott C. Lem previously served as Chief Accounting Officer and Vice President of the Company from May 2013 to February 2024 and as Assistant Treasurer of the Company from May 2009 to May 2013. Scott C. Lem is a Partner and Chief Financial Officer of the Public Credit Funds in the Ares Finance and Accounting Department. Scott C. Lem is Chief Financial Officer and Treasurer of Ares Strategic Income Fund. Scott C. Lem currently serves on the Board of Managers of IHAM GP. Scott C. Lem also currently serves as Chief Financial Officer and Treasurer of Ares Dynamic Credit Allocation Fund, Inc. and Chief Financial Officer and Treasurer of CION Ares Diversified Credit Fund. He may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. From July 2003 to December 2008, Scott C. Lem served as Controller of Ares Management. Prior to joining Ares in July 2003, Scott C. Lem was with Ernst & Young LLP and Arthur Andersen LLP, most recently as a Senior Associate conducting audits for clients across several industries including entertainment, hospitality and real estate. Scott C. Lem graduated summa cum laude with a B.S. in Accounting from the University of Southern California’s Leventhal School of Accounting and summa cum laude with a B.S. in Business Administration from the University of Southern California’s Marshall School of Business. Scott C. Lem has also received an M.B.A. in Finance from UCLA’s Anderson School of Management. Scott C. Lem is a Certified Public Accountant (Inactive). Jana Markowicz, 44, has served as Chief Operating Officer of the Company since January 2023. Jana Markowicz is a Partner and Chief Operating Officer for U.S. Direct Lending in the Ares Credit Group. She also serves as the Chief Operating Officer of Ares Strategic Income Fund and as a member of the Ares Strategic Income Fund Investment Committee. She may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Prior to joining Ares in 2005, Jana Markowicz was an Analyst in the Leveraged Finance Group at Citigroup, formerly Salomon Smith Barney, where she focused on financings for companies across a broad range of industries. Jana Markowicz holds a B.S. from the University of Pennsylvania in Engineering, with a concentration in Economic and Financial Systems. Jim Miller, 48, has served as Co-President of the Company since October 2024. Jim Miller serves as a Partner, Portfolio Manager and Co-Head of U.S. Direct Lending in the Ares Credit Group. Additionally, Jim Miller serves as a member of the USDL Investment Committee and Ares Strategic Income Fund Investment Committee. He also serves on the Ares Sports, Media and Entertainment Investment Committee and acts as a co-lead for the strategy. He may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Prior to joining Ares in 2006, Jim Miller was a Vice President at Silver Point Capital, where he focused on building its sponsor finance business, which led the firm’s middle market financing and principal investing. Previously, Jim Miller was a Vice President at GE Capital, where he was responsible for a variety of investing and investment banking services to private equity funds including high yield, bank debt, mezzanine debt and rescue financing. Jim Miller holds a B.A. from Fairfield University in Economics and an M.B.A. from Columbia University’s Graduate School of Business.

  21. Executive Officers and Certain Other Officers Who Are Not Directors

    Lisa Morgan, 49, has served as Chief Compliance Officer of the Company since April 2019. Lisa Morgan is a Partner and Chief Compliance Officer, Registered Products in the Ares Compliance Group. Lisa Morgan also serves as the Chief Compliance Officer of Ares Dynamic Credit Allocation Fund, Inc., CION Ares Diversified Credit Fund, Ares Private Markets Fund, Ares Strategic Income Fund and Ares Core Infrastructure Fund. She may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Prior to joining Ares in 2017, Lisa Morgan was a Partner in the Business Practices Group at Eversheds Sutherland, where she focused on the formation, regulation and operation of public and private funds, including business development companies. Lisa Morgan began her legal career at Eversheds Sutherland in 2003. Lisa Morgan holds a B.A. from Providence College in Sociology and Spanish, and a J.D. from the University of North Carolina at Chapel Hill. Naseem Sagati Aghili, 43, has served as Vice President of the Company since May 2020. She joined Ares Management in 2009 and is Partner, General Counsel and Corporate Secretary of Ares. Naseem Sagati Aghili serves on the Ares Operating Committee and the Ares Enterprise Risk Committee. In her role as General Counsel, she oversees Ares’ Legal & Compliance department including the firm’s Enterprise Risk Management, Internal Audit and Performance functions. She also serves as Chief Legal Officer, Vice President and Assistant Secretary of Ares Private Markets Fund, and as Vice President of Ares Dynamic Credit Allocation Fund, Inc., CION Ares Diversified Credit Fund, Ares Strategic Income Fund and Ares Core Infrastructure Fund. She may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Prior to being named as General Counsel of Ares in 2020, Naseem Sagati Aghili served in a variety of roles at Ares, including most recently Co-General Counsel and General Counsel, Private Equity. Prior to joining Ares in 2009, Naseem Sagati Aghili was with Proskauer Rose LLP, where she focused on mergers and acquisitions, securities offerings and general corporate matters. Naseem Sagati Aghili holds a B.A. from the University of California Berkeley in Political Economy of Industrial Societies and a J.D. from the University of Southern California Gould School of Law. Kort Schnabel, 48, has served as Co-President of the Company since October 2022, and effective April 30, 2025, will no longer serve as Co-President but instead serve as Chief Executive Officer of the Company. He joined Ares Management in 2001 and was a founding member of the U.S. Direct Lending strategy of Ares in 2004. He is a Partner in the Ares Credit Group and serves as Co-Head for U.S. Direct Lending, serving on the USDL Investment Committee. He also serves on the Ares Operating Committee. He also serves on the Ares Sports, Media and Entertainment Investment Committee and acts as a co-lead for the strategy. He may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates Prior to joining Ares in 2001, Kort Schnabel was in the Corporate Development Group at Walker Digital Corporation, a business and technology research and development firm, where he was responsible for corporate finance, merger and acquisition and strategic planning activities. Previously, Kort Schnabel was in the Corporate Finance Group at Morgan Stanley, where he performed financial analyses for mergers and acquisitions, leveraged buyouts and equity/debt offerings. Kort Schnabel graduated cum laude with a B.A. in Economics from the University of Pennsylvania.

  22. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table shows information regarding the compensation earned or actually received by the Company’s directors, none of whom is an employee of the Company, for service as a director for the fiscal year ended December 31, 2024. No compensation is paid by the Company to interested directors. No information has been provided with respect to executive officers of the Company who are not directors since its executive officers do not receive any direct compensation from the Company.

  23. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash(1) | Total | | Independent Directors | | | | Ann Torre Bates | $273,000 | $273,000 | | Mary Beth Henson | $247,000 | $247,000 | | Daniel G. Kelly, Jr. | $243,000 | $243,000 | | Steven B. McKeever | $252,000 | $252,000 | | Michael K. Parks | $248,000 | $248,000 | | Eric B. Siegel | $285,000 | $285,000 | | Interested Directors | | | | Michael J Arougheti(2) | None | None | | R. Kipp deVeer(2) | None | None | | Mitchell Goldstein(2) | None | None | | Robert L. Rosen(3)(4) | None | None | | Bennett Rosenthal(4) | None | None | | Michael L Smith(2) | None | None |

  24. DIRECTOR COMPENSATION TABLE

    (1) For a discussion of the independent directors’ compensation, see below. (2) Each of Michael J Arougheti, R. Kipp deVeer, Mitchell Goldstein and Michael L. Smith is compensated by Ares Management and its affiliates in connection with his services as an officer, partner, director and/or principal of Ares Management, entities affiliated with Ares Management and of investment funds managed by Ares Management and its affiliates. Such director’s compensation arrangement with Ares Management and its affiliates existed prior to his candidacy as a director of the Company. (3) While Robert L. Rosen did not receive any compensation from the Company for the fiscal year ended December 31, 2024, he did receive $83,929 from Ares Management for his service as a director of the Company for such period. (4) Each of Robert L. Rosen and Bennett Rosenthal’s term expired at the Company’s 2024 annual meeting of stockholders and neither of them stood for re-election. For the fiscal year ended December 31, 2024, the independent directors received an annual fee of $200,000. They also received $2,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each board meeting and received $1,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each committee meeting. In addition, the lead independent director received an additional annual fee of $35,000, the chairperson of the audit committee received an additional annual fee of $25,000, and the chairperson of the nominating and governance committee received an additional annual fee of $10,000. In addition, the Company purchased directors’ and officers’ liability insurance on behalf of its directors and officers.