DEF 14A of Apollo Global Management, Inc., Apr 26, 2024

DEF 14A of Apollo Global Management, Inc.

Filed Apr 26, 2024 · FY20230001193125-24-118090

Open on EDGAR

  1. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS Directors are elected to one-year terms and hold office until such director’s successor is duly elected and qualified, or, if earlier, until such director’s death or until such director resigns or is removed in the manner set forth in AGM’s bylaws. The term of all directors will expire at our next annual meeting of stockholders. The Board of Directors currently consists of 16 directors. All of the nominees are members of the current Board of Directors. Accordingly, each of the current members of the Board of Directors has been nominated for re-election to the Board of Directors at the Annual Meeting by the Board of Directors upon the recommendation of the Nominating and Corporate Governance Committee. If any nominee for election to the Board of Directors should be unable to accept nomination or election as a director, which is not expected, your proxy may be voted for a substitute or substitutes designated by the Board of Directors or the number of directors constituting the Board of Directors may be reduced in accordance with AGM’s certificate of incorporation. Our organizational documents provide that, in an uncontested election, each director must receive the majority of the votes cast with respect to that director. If a director does not receive a majority vote, he or she has agreed that he or she will offer to resign from the Board of Directors. The Nominating and Corporate Governance Committee would then make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors would review and act on the resignation, taking into account the recommendation of the Nominating and Corporate Governance Committee, and would publicly disclose its decision and its rationale within 90 days of the certification of the election results. Abstentions and broker non-votes will not be counted for purposes of the election of directors. Brokers do not have discretion to vote any uninstructed shares for the election of directors.

  2. Recommendation of the Board of Directors

    Recommendation of the Board of Directors The Board of Directors recommends that the stockholders vote FOR the election of the director nominees listed below.

  3. BOARD OF DIRECTORS

    BOARD OF DIRECTORS The following table sets forth certain information about our director nominees as of the date of this Proxy Statement. There is no family relationship between any director or executive officer. The Board of Directors provides a process for stockholders to send communications to the Board of Directors. See “Corporate Governance—Communications with the Board of Directors and Audit Committee.” The business address for each nominee for matters regarding AGM is Apollo Global Management, Inc., 9 West 57th Street, 42nd Floor, New York, New York 10019.

  4. BOARD OF DIRECTORS

    | Name | Age | Position(s) | | Marc Rowan | 61 | Chief Executive Officer and Director | | James Belardi | 67 | Chairman, Chief Executive Officer and Chief Investment Officer of AHL and Director | | Scott Kleinman | 51 | Co-President of AAM and Director | | James Zelter | 61 | Co-President of AAM and Director | | Walter (Jay) Clayton | 57 | Chair and Director | | Marc Beilinson | 65 | Director | | Jessica Bibliowicz | 64 | Director | | Michael Ducey | 75 | Director | | Kerry Murphy Healey | 63 | Director | | Mitra Hormozi | 55 | Director | | Pamela Joyner | 66 | Director | | A.B. Krongard | 87 | Director | | Pauline Richards | 75 | Director | | David Simon | 62 | Director | | Lynn Swann | 72 | Director | | Patrick Toomey | 62 | Director |

  5. BOARD OF DIRECTORS

    Marc Rowan is a Co-Founder and the Chief Executive Officer of AGM. He currently serves on the boards of directors of AGM and AHL. He is also a member of AGM’s and AHL’s board executive committees. Currently, Mr. Rowan is Chair of the Board of Advisors of the Wharton School of Business at the University of Pennsylvania. In addition, he is involved in public policy and is an initial funder and contributor to the development of the Penn Wharton Budget Model, a nonpartisan research initiative which provides analysis of public policy’s fiscal impact. An active philanthropist and civically engaged, Mr. Rowan is Chair of the Board of UJA-Federation of New York, the world’s largest local philanthropy helping 4.5 million people annually while funding a network of nonprofits in New York, Israel, and 70 countries. He is also a founding member and Chair of Youth Renewal Fund and Vice Chair of Darca, Israel’s top educational network operating 47 schools with over 27,000 students throughout Israel’s most diverse and under-served communities. He is an Executive Committee member of the Civil Society Fellowship, a partnership of ADL and the Aspen Institute, designed to empower the next generation of community leaders and problem solvers. Mr. Rowan graduated summa cum laude from the University of Pennsylvania’s Wharton School of Business with a B.S. and an M.B.A. in Finance. Mr. Rowan’s extensive financial background and expertise in making and managing investments enhance the breadth of experience of AGM’s board of directors. James Belardi is a member of AGM’s board of directors and a member of the executive committee of AGM’s board of directors. He was elected to the AGM board of directors in January 2022. Mr. Belardi is co-founder of AHL, and has served as AHL’s Chairman, Chief Executive Officer and Chief Investment Officer since May 2009. In addition, Mr. Belardi is the founder, Chairman and Chief Executive Officer of Apollo Insurance Solutions Group LP (“ISG”), AHL’s investment manager. He is a member of AHL’s executive committee and ISG’s executive committee. Mr. Belardi is responsible for AHL’s overall strategic direction and management and the day-to-day management of its investment portfolio. Prior to founding AHL and ISG, Mr. Belardi was President of SunAmerica Life Insurance Company and was also Executive Vice President and Chief Investment Officer of AIG Retirement Services, Inc., where he had responsibility for an invested-asset portfolio of $250 billion. He currently serves on the board of directors of ISG, Paulist Productions, where he chairs the investment committee, and Southern California Aquatics. Mr. Belardi swam in the 1976 and 1980 Olympic Swimming Trials and is a nine-time Masters Swimming World Record Holder. Mr. Belardi has a B.A. in economics from Stanford University and an M.B.A. from the University of California, Los Angeles. Mr. Belardi’s demonstrated track record in and deep knowledge of the financial services business, including having founded both AHL and ISG, and his extensive experience in the insurance industry provides immense value to AGM’s and AHL’s board of directors. Scott Kleinman is a member of AGM’s board of directors and a member of the executive committee of AGM’s board of directors. He was elected to the AGM board of directors in January 2022. Mr. Kleinman also serves as Co-Chair of AAM’s board of directors, a private company since September 2023. Mr. Kleinman joined the AAM board of directors effective March 2021, and he became Co-Chair in January 2022. Mr. Kleinman is Co-President of AAM, co-leading AAM’s day-to-day operations, including all of AAM’s revenue-generating businesses and enterprise solutions across its integrated alternative investment platform. Mr. Kleinman joined Apollo six years after its inception in 1996, and he was named Lead Partner for Private Equity in 2009 prior to being named Co-President in 2018. Prior to joining Apollo, Mr. Kleinman was a member of the Investment Banking division at Smith Barney Inc. Mr. Kleinman also currently serves on the board of directors of Athora Holding Ltd. and previously served on the board of directors of AHL, Apollo Strategic Growth Capital and Apollo Strategic Growth Capital II. In 2014, Mr. Kleinman founded the Kleinman Center for Energy Policy at the University of Pennsylvania. He is a member of the Board of Advisors at the University of Pennsylvania Stuart Weitzman School of Design. He is also a member of the Board of Advisors of Nature Conservancy New York as well as the Board of Directors of White Plains Hospital, where he co-chaired the COVID-19 Relief Campaign. Mr. Kleinman received a B.A. and B.S. from the University of Pennsylvania and the Wharton School of Business, respectively, graduating magna cum laude, Phi Beta Kappa. Mr. Kleinman’s extensive knowledge of Apollo’s business and expertise in private equity investments enhance the breadth of experience of AGM’s board of directors. James Zelter is a member of AGM’s board of directors and a member of the executive committee of AGM’s board of directors. He was elected to the AGM board of directors in January 2022. Mr. Zelter also serves as Co-Chair of AAM’s board of directors, a private company since September 2023. Mr. Zelter joined the AAM board of directors effective March 2021, and he became Co-Chair in January 2022. Mr. Zelter is Co-President of AAM, co-leading AAM’s day-to-day operations, including all of AAM’s revenue-generating businesses and enterprise solutions across its integrated alternative investment platform. Mr. Zelter joined Apollo in 2006, and served as the Chief Investment Officer of Apollo’s credit business from 2006 and became Co-President in January 2018. Since 2006, Mr. Zelter has also served in several senior roles at MidCap Financial Investment Corporation (f/k/a Apollo Investment Corporation), a publicly traded vehicle managed by Apollo, and served as a director on its board of directors from 2006 to 2020. Prior to joining Apollo, Mr. Zelter was with Citigroup Inc. and its predecessor companies from 1994 to 2006. From 2003 to 2005, Mr. Zelter was Chief Investment Officer of Citigroup Alternative Investments, and prior to that he was responsible for Citigroup’s Global High Yield franchise. Prior to joining Citigroup in 1994, Mr. Zelter was a High Yield Trader at Goldman, Sachs & Co. Mr. Zelter has significant experience in global credit markets and has overseen the broad expansion of Apollo’s credit platform. He is a member of the Duke University Board of Trustees and a board member of DUMAC, Inc., the investment management company that oversees the Duke University endowment. Mr. Zelter also serves on the board of directors of the Partnership for New York City, and The Bridge Golf Foundation, as well as the Board of Fellows of Weill Cornell Medicine. Mr. Zelter has a B.A. in Economics from Duke University. Mr. Zelter’s extensive knowledge of Apollo’s business and expertise in credit investments enhances the breadth of experience of AGM’s board of directors. Jay Clayton (Walter J. Clayton III) is the independent Chair, Chair of the executive committee and a member of the nominating and corporate governance committee of AGM’s Board of Directors. He was elected to the AGM board of directors in January 2022. Mr. Clayton previously served as independent Chair of the board of

  6. BOARD OF DIRECTORS

    directors of AAM, while still a public company, from March 21, 2021 through December 2021, and, prior to that time, served as Lead Independent Director of the board of directors of AAM effective March 1, 2021. Mr. Clayton served as Chair of the SEC from May 2017 through December 2020. In addition to chairing the SEC, he was a member of the President’s Working Group on Financial Markets, the Financial Stability Oversight Council and the Financial Stability Board. Mr. Clayton also participated on the Board of the International Organization of Securities Commissions. In addition to financial stability matters, Mr. Clayton’s participation in these domestic and international bodies focused on cybersecurity, climate risk and digital assets. Prior to joining the SEC, Mr. Clayton was a partner at Sullivan & Cromwell LLP, where he was a member of the firm’s Management Committee and co-head of the firm’s corporate practice and co-head of the cybersecurity group. From 2009 to 2017, Mr. Clayton was a Lecturer in Law and Adjunct Professor at the University of Pennsylvania Law School and since July 2021 has been an Adjunct Professor at both the Wharton School and the Carey Law School of the University of Pennsylvania. Mr. Clayton currently serves on the board of directors of the American Express Company, a position he has held since October 2022. Mr. Clayton also is a Senior Policy Advisor and Of Counsel to Sullivan & Cromwell LLP, and he has advisory roles with several public and private companies and non-profit organizations. Mr. Clayton is also a member of the Federal Deposit Insurance Corporation’s Systemic Resolution Advisory Committee. He also serves as an advisor to several firms in the cloud computing, Web3 and digital asset spaces. Mr. Clayton earned a B.S. in Engineering from the University of Pennsylvania, a B.A. and M.A. in Economics from the University of Cambridge, and a J.D. from the University of Pennsylvania Law School. Mr. Clayton’s breadth of professional and management experience, as well as his deep knowledge and understanding of the operation and regulation of private and public capital markets, make him a valuable member of AGM’s board of directors. Marc Beilinson is as an independent director, Chair of the compensation committee of AGM’s board of directors and a member of the audit committee of AGM’s board of directors. He was elected to the AGM board of directors in January 2022. Mr. Beilinson has also served as an independent director of AHL since 2013, and he is the lead independent director and a member of AHL’s conflicts committee and legal and regulatory committee. Mr. Beilinson served on the AHL compensation committee from August 2013 until December 2021. Since August 2011, Mr. Beilinson has been the Managing Director of Beilinson Advisory Group, a financial restructuring and hospitality advisory group that specializes in assisting distressed companies. Most recently, Mr. Beilinson served as Chief Restructuring Officer of Newbury Common Associates LLC (and certain affiliates) from December 2016 to June 2017. Mr. Beilinson previously served as Chief Restructuring Officer of Fisker Automotive from November 2013 to August 2014 and as Chief Restructuring Officer and Chief Executive Officer of Eagle Hospitality Properties Trust, Inc. from August 2011 to December 2014 and Innkeepers USA Trust from November 2008 to March 2012. Mr. Beilinson oversaw the Chapter 11 reorganization of Innkeepers USA, Fisker Automotive and Newbury Common Associates in his interim management roles as the Chief Restructuring Officer of those companies. Mr. Beilinson currently serves on the boards of directors of Exela Technologies and Playtika, as well as several privately held companies. Mr. Beilinson has previously served on the boards of directors and audit committees of a number of public and privately held companies, including Westinghouse Electric, Caesars Acquisition Company, Wyndham International, Inc., Apollo Commercial Real Estate Finance, Inc., Innkeepers USA Trust and Gastar Inc. Mr. Beilinson has a B.A. in political science from the University of California, Los Angeles and a J.D. from the University of California Davis Law School. Mr. Beilinson’s over thirty years of service to the boards of both public and private companies, and his extensive knowledge of legal and compliance issues, including the Sarbanes-Oxley Act of 2002 enhances AGM’s board of directors. Jessica Bibliowicz is as an independent director and Chair of the audit committee of AGM’s board of directors. She was elected to the AGM board of directors in March 2022. Ms. Bibliowicz also served as an independent director and Chair of the audit committee of the AAM board of directors from March 2022 until September 2023. Ms. Bibliowicz is a successful entrepreneur and organizational leader within financial services with more than 30 years of experience with public and private companies. Notably, she became president and CEO of National Financial Partners (“NFP”), a leading provider of benefits, insurance and asset management services, in 1999 and Chairman of the company’s board in 2003 and took the company public later that year. She continued to serve in both roles until NFP was acquired in 2013. Earlier in her career, Ms. Bibliowicz held senior management positions at Prudential Mutual Funds and Smith Barney Mutual Funds. She is a member of the board of Prudential Insurance Funds and previously served on the board of directors for Sotheby’s until it went private in 2019. Ms. Bibliowicz has served on the Board of Fellows of Weill Cornell Medicine for more than 15 years and is currently Chair and also serves on the Board of Trustees of Cornell University and the Board of Trustees of New York-Presbyterian. Ms. Bibliowicz has a B.S. in government from Cornell University. Ms. Bibliowicz’s extensive business experience and leadership roles at both public and private companies makes her a valuable member of AGM’s board of directors. Michael Ducey is an independent director and a member of the audit committee of AGM’s board of directors. He was elected to the AGM board of directors in January 2022. Mr. Ducey also served as an independent director and a member of the audit committee of AAM’s board of directors from 2011 through September 2023. Mr. Ducey also served as Chair of the conflicts committee of AAM’s board of directors from 2011 through December 2021. Mr. Ducey was with Compass Minerals International, Inc., from March 2002 to May 2006, where he served in a variety of roles, including as President, Chief Executive Officer and Director prior to his retirement in May 2006. Prior to joining Compass Minerals International, Inc., Mr. Ducey worked for nearly 30 years at Borden Chemical, Inc., in various management, sales, marketing, planning and commercial development positions, and ultimately as President, Chief Executive Officer and Director. Mr. Ducey served as an independent member of the board of Sisecam Resource Partners LLC (formerly Ciner Resources Corporation and prior to that OCI Resources LP) from September 2014 until June 2023, where he also served on the audit and conflicts committees. From September 2009 to December 2012, Mr. Ducey was the non-executive Chairman of TPC Group, Inc. and served on the audit committee and the environmental health and safety committee. He served on the board of Fenner, PLC from January 2017 to June 2018 and served on the Audit, Governance and Remunerations Committees. Mr. Ducey has significant prior experience on public company boards, including Verso Paper Holdings, UAP Holdings Corporation, Smurfit Stone Container Corporation and HaloSource, Inc. He graduated from Otterbein University with a degree in Economics and an M.B.A. in finance from the University of Dayton. Mr. Ducey’s comprehensive corporate background and his experience serving on various boards and committees adds significant value to AGM’s board of directors.

  7. BOARD OF DIRECTORS

    Kerry Murphy Healey is an independent director and Chair of the sustainability and corporate responsibility committee of AGM’s board of directors. She was elected to the AGM board of directors in January 2022. Dr. Healey served as an independent director of AAM’s board of directors from March 2021 through December 2021. Dr. Healey was the inaugural president of the Milken Center for Advancing the American Dream in Washington, DC, a position which she held from 2019-2022. Dr. Healey served as the President of Babson College from 2013-2019 and was elected President Emerita by the trustees of Babson College in 2021. Before coming to Babson, she served with distinction as the 70th lieutenant governor of Massachusetts from 2003 to 2007, where she worked to lead, enact, and implement a wide range of policy and legislative initiatives for the Romney-Healey Administration. In 2008, Dr. Healey was appointed by Secretary of State Condoleezza Rice as a founding member of the Executive Committee of the U.S. State Department’s Public-Private Partnership for Justice Reform in Afghanistan (PJRA), a position to which she was later reappointed by Secretary of State Hillary Clinton. Prior to her public service, Dr. Healey worked for more than a decade as a public policy consultant to the United States Department of Justice for Cambridge-based think tank Abt Associates. Dr. Healey currently serves on the board of directors of Marti Technologies, Inc., where she serves as Chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee. Dr. Healey holds an A.B. in government from Harvard College and a Ph.D. in political science and law from Trinity College, Dublin. She has been a fellow at the Harvard Kennedy School’s Institute of Politics and Harvard’s Center for Public Leadership. She is a member of the Council on Foreign Relations and the Trilateral Commission, and a trustee of the American University of Afghanistan, the American University of Bahrain and Western Governors University. Dr. Healey’s public service experience and her role in government makes her a valuable member of AGM’s board of directors. Mitra Hormozi is an independent director and a member of the compensation and sustainability and corporate responsibility committees of AGM’s board of directors. She was elected to the AGM board of directors in January 2022, and served as a member of the nominating and corporate governance committee until September 2023. Ms. Hormozi has served as an independent director of AHL since December 2018 and is the chair of AHL’s legal and regulatory committee. Ms. Hormozi is also a director of a number of AHL’s U.S. subsidiaries. Ms. Hormozi previously served on AHL’s compensation committee from 2019 until 2022. Ms. Hormozi has been a partner at Walden Macht & Haran LLP since January 2020. Ms. Hormozi was Executive Vice President and General Counsel of Revlon, Inc. from April 2015 to July 2019, where she was responsible for overseeing Revlon’s legal affairs worldwide. Earlier in her career, Ms. Hormozi was a federal prosecutor in the Eastern District of New York. She also previously served on the board of directors of Revlon from November 2019 until July 2020. Ms. Hormozi received a B.A. in history from the University of Michigan and a J.D. from the New York University School of Law. Ms. Hormozi’s extensive legal counsel experience provides value to AGM’s board of directors. Pamela Joyner is an independent director and a member of the nominating and corporate governance committee of AGM’s board of directors. She was elected to the AGM board of directors in January 2022. Ms. Joyner served as an independent director of AAM’s board of directors from March 2021 through December 2021. Ms. Joyner is a founding partner of Avid Partners LLC, a strategic marketing consulting firm. Previously, she held senior positions at Bowman Capital Management LLC and Capital Guardian Trust Company. Ms. Joyner was an independent director of First Republic Bank, a position she held for over 17 years until May 2023. In that time, Ms. Joyner served as chair of First Republic Bank’s investment and compensation committee, and as a member of its governance committee. She is a trustee emeritus of Dartmouth College, Chair Emeritus of the Tate Americas Foundation, and a trustee of the Art Institute of Chicago and J. Paul Getty Trust. She was previously Co-Chair of the San Francisco Ballet Association. Ms. Joyner holds a B.A. from Dartmouth College, an M.B.A. from Harvard University and an Honorary Degree from Dartmouth College. Ms. Joyner’s extensive business experience and her prior service on the board of a regulated company makes her a valuable member of AGM’s board of directors. A.B. Krongard is an independent director, Chair of the nominating and corporate governance committee, and a member of the audit committee of AGM’s board of directors. He was elected to the AGM board of directors in January 2022. Mr. Krongard also served as an independent director and a member of the audit committee of AAM’s board of directors from 2011 through September 2023. Mr. Krongard also served as a member of the conflicts committee of AAM’s board of directors from January 2019 through December 2021. From 2001 to 2004, Mr. Krongard served as Executive Director of the Central Intelligence Agency. From 1998 to 2001, Mr. Krongard served as Counselor to the Director of Central Intelligence. Prior to 1998, Mr. Krongard served in various capacities at Alex Brown, Incorporated, including serving as Chief Executive Officer beginning in 1991 and assuming additional duties as Chairman of the board of directors in 1994. Upon the merger of Alex Brown, Incorporated with Bankers Trust Corporation in 1997, Mr. Krongard served as Vice-Chairman of the Board of Bankers Trust Corporation and served in such capacity until assuming his position at the Central Intelligence Agency. Mr. Krongard served as the Lead Director of Under Armour, Inc. from 2006 to 2020. Mr. Krongard serves as Chair of the nominating and corporate governance committee and a member of the compensation committee of Iridium Communications Inc. and as a member of the audit committee of Icahn Enterprises L.P. Mr. Krongard served on the board of trustees of In-Q-Tel, Inc. from 2007 to 2022. Mr. Krongard graduated with honors from Princeton University and received a J.D. from the University of Maryland School of Law, where he also graduated with honors. Mr. Krongard’s comprehensive corporate background contributes to the range of experience of AGM’s board of directors. Pauline Richards is an independent director, a member of the audit committee, and member of the sustainability and corporate responsibility committee of AGM’s board of directors. She was elected to the AGM board of directors in January 2022. Ms. Richards also served as an independent director and a member of the audit committee of AAM’s board of directors from 2011 through September 2023. Ms. Richards also served as a member of the conflicts committee of AAM’s board of directors from October 2020 to December 2021. From

  8. BOARD OF DIRECTORS

    2008 until 2023, Ms. Richards served as Chief Operating Officer of Trebuchet Group Holdings Limited. Ms. Richards also serves as a member of the Audit and Governance Committees of the board of directors of Wyndham Hotels and Resorts. Ms. Richards previously served on the board of Hamilton Insurance Group, Ltd. from 2013 until March 2024 and on the board of Wyndham Worldwide from 2006 to 2018. Prior to 2008, Ms. Richards served as Director of Development of Saltus Grammar School from 2003 to 2008, as Chief Financial Officer of Lombard Odier Darier Hentsch (Bermuda) Limited from 2001 to 2003, and as Treasurer of Gulf Stream Financial Limited from 1999 to 2000. Ms. Richards graduated from Queen’s University, Ontario, Canada, with a B.A. in psychology and has obtained certification as a CPA, CMA. Ms. Richards’ extensive finance experience and her service on the boards of other public companies adds significant value to AGM’s board of directors. David Simon is an independent director of AGM’s board of directors. He was elected to the AGM board of directors in January 2022. Mr. Simon served as an independent director of AAM’s board of directors from June 2021 through December 2021. Mr. Simon is currently Chairman of the Board, CEO and President of Simon Property Group. Mr. Simon has been the CEO of Simon Property Group or its predecessor since 1995 and President of Simon Property Group since February 2019. He served as President of Simon Property Group’s predecessor from 1993 to 1996, and he has served as a director of Simon Property Group or its predecessor since the company’s incorporation in 1993, beginning his role as Chairman in 2007. Previously, Mr. Simon was Vice President of Wasserstein Perella & Company from 1988 to 1990, and an Associate at First Boston Corp. from 1985 to 1988. He is a member and former chairman of the National Association of Real Estate Investment Trusts. He also serves as Chairman of the Supervisory Board of Klépierre S.A., a publicly traded Paris-based European leader in shopping malls. Mr. Simon previously served as Chairman of the Board of Simon Property Group Acquisition Holdings, Inc., a special purpose acquisition company launched by Simon Property Group, from January 2021 through August 5, 2022. Mr. Simon earned a B.S. from the Indiana University Kelley School of Business and an M.B.A. from Columbia University. Mr. Simon’s decades of experience in financing, deal-making, and real estate, as well as his extensive business experience through his roles as Chairman of the Board, CEO and President of a regulated company, contribute immense value to AGM’s board of directors. Although Mr. Simon holds positions with Simon Property Group and an associated company, Klépierre, a French public REIT in which Simon Property Group holds a significant stake, Mr. Simon has demonstrated his commitment to fulfilling his duties as an Apollo board member. Since joining Apollo’s Board in June 2021, he has attended 100% of the board meetings of AGM and its predecessor AAM, and he attended AGM’s 2023 Annual Meeting of Stockholders. Given Mr. Simon’s commitment to AGM, his long-service as an executive and board member of Simon Property Group, dating back to 1993, and his role at Klépierre being complementary with Mr. Simon’s duties as Chairman of the Board, CEO and President of Simon Property Group, we believe Mr. Simon is able to dedicate sufficient time, energy and attention to ensure diligent performance of his duties as a member of the Board of Directors, as required by our corporate governance guidelines. Lynn Swann is an independent director and a member of the compensation committee of AGM’s board of directors. He was elected to the AGM board of directors in January 2022. Mr. Swann has also served as an independent director of AHL since September 2020, where he also serves as a member of the legal and regulatory committee. Mr. Swann is president of Swann, Inc., a marketing and consulting firm he founded in 1976. From 2016 to 2019, Mr. Swann served as the Athletic Director of the University of Southern California, where he was responsible for overall administration of 21 women’s and men’s Division I athletic programs at the university. Mr. Swann currently serves on the boards of directors of Xylem Inc. and American Homes 4 Rent, and he has previously served on the boards of a number of publicly-traded, privately-held and non-profit entities, such as Evoqua Water Technologies, Fluor Corporation and the Professional Golfers’ Association (PGA) of America. In addition to his extensive executive and board experience, Mr. Swann played nine seasons for the Pittsburgh Steelers and was elected to the Pro Football Hall of Fame in 2001. He also previously worked on-air as a host, reporter and analyst for the American Broadcast Company (ABC-TV) for nearly 30 years and served as chairman of the national board of Big Brothers Big Sisters of America. President George W. Bush appointed Mr. Swann as the Chairman of the President’s Council on Fitness, Sports and Nutrition, where he served from 2002 to 2005. Mr. Swann received a B.A. from the University of Southern California. Mr. Swann’s experience serving on the board of directors of public, private and non-profit entities provides value to AGM’s board of directors. Patrick Toomey was appointed to AGM’s board of directors on February 21, 2023 to serve as an independent director effective March 15, 2023. Senator Toomey represented Pennsylvania in the U.S. Senate from 2011 to 2023, serving on the Senate Banking, Housing, and Urban Affairs; Budget; and Finance Committees, as well as the Joint Economic Committee and the Joint Select Committee on Deficit Reduction. He also chaired the Subcommittee on Financial Institutions and Consumer Protection. Senator Toomey previously served in the U.S. House of Representatives from 1999 to 2005, where he was a member of the House Budget Committee. He began his career in financial services at Chemical Bank and then Morgan, Grenfell & Co. Senator Toomey has a B.A. in political science from Harvard University. Senator Toomey’s experience with economic and tax policy, financial regulation, and budgetary issues, as well his experience in the financial services industry, make him a valuable member of AGM’s board of directors. Director Qualifications and Attributes The Board of Directors is composed of individuals with diverse backgrounds and experiences, which together enable the Board of Directors to oversee Company strategy effectively. All of our directors have the following key attributes:

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    | • | Strategic thinking |

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    | • | Business judgment |

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    | • | Leadership and expertise in their fields |

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    | • | Integrity and accountability |

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    | • | High performance standards |

  14. BOARD OF DIRECTORS

    We believe our directors bring a well-rounded variety of experiences, qualifications, attributes and skills, and represent a mix of deep knowledge of the Company’s business and fresh perspectives. The table below summarizes some of the qualifications, experience, skills and attributes of each director nominee. This summary is not intended to be an exhaustive list of each director’s skills or contributions to the Board of Directors and the lack of a mark in a particular area does not necessarily signify a director’s lack of knowledge or skill in such area. Further information on each director is set forth in their biographies beginning on page 9.

  15. BOARD OF DIRECTORS

    | | Beilinson | Belardi | Bibliowicz | Clayton | Ducey | Healey | Hormozi | Joyner | Kleinman | Krongard | Richards | Rowan | Simon | Swann | Toomey | Zelter | | Skills & Experience | | | | | | | | | | | | | | | | | | Apollo Business/Industry | ● | ● | ● | ● | | | | ● | ● | ● | ● | ● | ● | | ● | ● | | Accounting/Audit Committee | ● | | ● | | ● | | | | | ● | ● | | | ● | | | | Public Board | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | ● | | Senior Executive Leadership | ● | ● | ● | ● | ● | ● | ● | | ● | ● | ● | ● | ● | | | ● | | Government/Public Policy | | | | ● | | ● | ● | | | ● | | | | ● | ● | | | Financial Literacy | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Regulatory/Legal/Compliance | ● | ● | ● | ● | ● | ● | ● | | ● | ● | ● | ● | | ● | | ● | | Technology/Cybersecurity/Digital Assets | | | | ● | | | | | | ● | | | | | ● | | | Background | | | | | | | | | | | | | | | | | | Board Tenure* | 2 | 2 | 2 | 3 | 13 | 3 | 2 | 3 | 3 | 13 | 13 | 13 | 3 | 2 | 1 | 3 | | Gender | M | M | F | M | M | F | F | F | M | M | F | M | M | M | M | M | | Race/Ethnicity | | | | | | | | | | | | | | | | | | Black/African American | | | | | | | | ● | | | ● | | | ● | | | | Hispanic/Latin American | | | | | | | | | | | | | | | | | | Middle Eastern/North African | | | | | | | ● | | | | | | | | | | | Alaskan Native or American Indian | | | | | | | | | | | | | | ● | | | | White/Caucasian | ● | ● | ● | ● | ● | ● | | | ● | ● | | ● | ● | | ● | ● | | Veteran | | | | | | | | | | ● | | | | | | |

  16. BOARD OF DIRECTORS

    | * Includes tenure on legacy AGM Board of Directors |

  17. Corporate Governance Practices

    | • | Annual peer group review |

  18. Compensation Practices Specific to Our Company and Industry

    | What We Do | | What We Don’t Do | | | ☑ | Align pay with performance, including with limited base salary, an emphasis on variable compensation and long-term stock ownership | ☒ | No new compensation in 2023 for AAM Co-President Scott Kleinman, other than base salary | | ☑ | Align NEOs with stockholders through: | ☒ | No excessive perquisites | | | –Equity ownership | ☒ | No significant retirement or pension benefits | | | –Significantpersonal investments in AGM common stock and Apollo funds | ☒ | No single-trigger change in control severance payments | | | –Non-compete and non-solicit covenants | ☒ | No hedging transactions or short sales of our common stock permitted for any executive officer | | ☑ | Meaningful share ownership guidelines covering all NEOs were adopted in 2022 | ☒ | No excise tax gross-ups | | ☑ | Adopted recoupment policies that provide for the recovery of equity-based awards and other incentive compensation if an employee engages in a detrimental activity (applies to employees generally) and as otherwise required by law, including financial restatement (applies to all NEOs) | | | | ☑ | Engage proactively with stockholders and other stakeholders | | | | ☑ | Include only independent directors on the Compensation Committee | | | | ☑ | Compensation Committee retains an independent compensation consultant | | |

  19. General Compensation Philosophy

    General Compensation Philosophy Alignment of Interests with Investors and Stockholders. Our principal compensation philosophy is to align the long-term interests of our named executive officers and other key employees with those of our stockholders and investors in the funds we manage. This alignment, which we believe is a key driver of our success, has been achieved principally by our professionals’ direct beneficial ownership of common stock, their rights to receive a portion of the performance fees earned from the funds we manage or to receive compensation based on the level of performance fees earned, the direct investment by our professionals in the funds we manage and our practice of paying annual compensation partly in the form of equity-based grants that are subject to vesting. Long-Term Performance and Commitment. Most of our professionals (including Messrs. Kelly, Belardi and, before 2024, Suydam) are issued RSUs as part of their year-end variable compensation which provide rights to receive shares of common stock and, in some instances, dividend equivalents on those shares. The portion of the variable compensation paid as RSUs increases as the employee’s total compensation increases. The vesting, delayed liquidity and restrictive covenants (including forfeiture upon competition) features of these awards and, for certain executives (including all named executive officers), the application of the executive share ownership guidelines to these awards, contribute to our professionals’ focus on long-term performance while enhancing our retention of these professionals. Certain RSUs granted to our named executive officers and professionals in 2023 vest based on both the executives’ continued service and Apollo’s receipt of performance fees, within prescribed periods, sufficient to cover the associated equity-based compensation expense. We believe these performance measures help to promote the interests of our stockholders and investors in the funds we manage by making RSU vesting contingent on the realization and distribution of profits on such funds. By requiring our named executive officers to be subject to non-competition, non-solicitation, confidentiality and other limitations on behavior described below under “Potential Payments upon Termination or Change in Control,” we further reinforce our commitment to fiduciary protection of the investors in the funds Apollo manages and our stockholders. Significant Personal Investment. Our named executive officers and other professionals generally make significant personal investments in the funds we manage (as more fully described under “Certain Relationships and Related Transactions, and Director Independence”), directly or indirectly, and our named executive officers and other professionals who receive rights to performance fees (excluding rights in respect of non-drawdown-style funds and certain pooled performance fee vehicles) from the funds we manage are generally required to invest their own capital in the funds on which they work, in amounts that are proportionate to the size of their participation in performance fees. We believe that these investments help to ensure that our professionals have capital at risk and reinforce the linkage between the success of the funds we manage, the success of the Company and the amounts earned by our professionals. Our eligible professionals are generally permitted to invest in the funds we manage free of management fees and, in certain instances, performance fees. These opportunities further align our employees with the investors in the funds we manage and our stockholders, encourage our professionals to work across the integrated asset management platform and bolster links among our various businesses. Discouragement of Excessive Risk-Taking. Semler Brossy conducts an annual compensation-related risk review for the Compensation Committee. For 2023, Semler Brossy reaffirmed that our compensation practices and policies are not reasonably likely to have a material adverse impact on the Company. The Compensation Committee reviewed these findings and discussed them with Semler Brossy. We have enhanced our disclosure in response to stockholder feedback to provide more details about the risk review. The following features illustrate how our governance practices and overall compensation program include significant elements that holistically discourage excessive risk-taking while aligning the compensation of our professionals with our long-term performance and the promotion of an ownership mindset:

  20. General Compensation Philosophy

    | • | RSU Features. A portion of our employees’ annual incentive compensation above a specified threshold is paid in the form of RSUs that are subject to vesting, and certain RSU awards are subject to delayed vesting and delivery. In addition, the percentage of our employees’ total compensation that is paid in the form of equity increases as the employee’s total compensation increases. These features reinforce employee focus on the Company’s long-term performance and enhance alignment with our stockholders. |

  21. General Compensation Philosophy

    | • | No Single Trigger Vesting or Excise Tax Gross-Ups. The absence of single-trigger features in our equity awards (which would trigger vesting in the event of a change in control) and the absence of golden parachute excise tax gross-ups reduce risk by limiting the amount of compensation that executives stand to gain on a significant corporate transaction. |

  22. Fiscal 2023 Compensation for Named Executive Officers

    Fiscal 2023 Compensation for Named Executive Officers Consistent with our emphasis on alignment of interests with our stockholders and fund investors, compensation elements tied to the performance of shares of our common stock, the profitability of our different businesses and the profitability of the funds that we manage are the primary means of compensating our named executive officers. As of January 1, 2022, the Compensation Committee assumed decision-making authority for named executive officer compensation. 2023 compensation for Messrs. Rowan, Kleinman and Suydam was set by their employment arrangements, which were put in place prior to 2022. As discussed above, Messrs. Rowan and Kleinman received only nominal base salaries and no new equity grants or new rights to incentive payments or distributions. Please note that under SEC technical reporting rules, distributions on existing vested partnership interests that were granted before 2022 are reported in the Summary Compensation Table below. In 2023, the Compensation Committee reaffirmed a peer group that includes Ares, BlackRock, Blackstone, Brookfield Asset Management, Carlyle, Goldman Sachs, KKR, Morgan Stanley, T. Rowe Price and TPG. The group was determined in consultation with Semler Brossy, after considering factors such as industry (including asset management firms, investment banks and diversified portfolio managers), business model relevance, size (including assets under management and market capitalization), firms with which we compete for talent, and peers of peers. As part of this process, we reviewed assets under management, market capitalization, and business mix, with a focus on alternative asset managers and large investment banks with an asset management business. The composition of our peer group is reviewed annually by the Compensation Committee in consultation with Semler Brossy. The key elements of the compensation of our named executive officers during fiscal year 2023 are described below. Annual Salary. Each of our named executive officers receives an annual salary. The 2023 base salaries of our named executive officers are set forth in the Summary Compensation Table below. Mr. Rowan and Mr. Kleinman receive no compensation other than an annual base salary of $100,000. In general, base salaries are based on market practice, including higher fixed compensation for individuals in control functions to reinforce their focus on risk management. Performance Fees. As announced in November 2023, we target sharing 65% to 75% of the performance fees that are earned from investment funds we manage with Apollo employees across all groups, in connection with our efforts to shift our compensation mix for senior employees generally toward greater performance fee income (although we note that, in 2023, Messrs. Kelly and Suydam were our only NEOs to receive additional performance fee rights). In 2023, our target sharing exceeded 75% of overall carry as we faced a challenging exit environment for private equity fund investments. The portion of performance fees not allocated to our employees remains with Apollo for reinvestment in our businesses or may be returned to our stockholders through dividends or share repurchases. Performance fee entitlements with respect to the funds we manage confer rights to participate in distributions made to investors following the realization of an investment or receipt of operating profit from an investment by the fund, provided the fund has attained the specified performance return hurdle that applies to the fund. Performance fees earned generally constitute 20% or less of the profits realized on the investment funds we manage, once the specified performance return hurdle is achieved, with our employees receiving their allocable share of the performance fees and the remaining profits distributed to our fund investors.(3) The payment of performance fees is consistent with market practice at alternative asset management firms and creates direct alignment among investment professionals, stockholders and fund investors because payments are not made unless the specified performance return hurdle is achieved. Distributions of performance fees from limited life funds are typically subject to contingent repayment (generally net of tax) if the fund fails to achieve specified investment returns (for example, an 8% preferred return for most of our investment funds) due to diminished performance of later investments, while distributions of operating profit earned from funds that are not designed to have a limited life are generally not subject to contingent repayment. The actual gross amount of performance fees available for distribution is a function of the performance of the applicable fund and these distributions can fluctuate significantly from year to year, particularly for limited life funds that make a relatively small number of investments and may dispose of several of them in one year but none in other years. We believe that our participating named executive officers’ eligibility for performance fees generated by the funds we manage aligns their interests with those of our stockholders and fund investors. The value of our participating employees’ performance fee entitlements increases as the profit earned by the investment fund increases, and we believe that the lack of an artificial cap on this growth is both industry standard and important to aligning our employees with our fund investors. We currently have two principal types of performance fee programs, which we refer to as “dedicated” and “incentive pool.” Performance Fees: Dedicated. Messrs. Kelly, Kleinman, Belardi and Suydam have historically been awarded rights to participate in a dedicated percentage of the performance fee income earned by the general partners of certain funds which we manage, but Messrs. Belardi and Kleinman do not receive new performance fee awards. In 2023, Messrs. Kelly, Kleinman and Suydam received distributions on vested dedicated performance fee rights granted to them in prior years. Dedicated performance fee rights in the private equity funds we manage are typically subject to vesting conditions, which rewards long-term commitment to the Company, thereby enhancing the alignment of participants’ interests with that of the Company. Unlike Messrs. Rowan, Belardi and Kleinman, Messrs. Kelly and Suydam also received additional performance fee rights in 2023. In 2022, Messrs. Kelly and Suydam began participating in a program in which performance fees that accrue may be notionally invested by participants in a fund we manage until paid. Rights to payments under the program vest after three years, subject to continued employment, with the first payment to be made in 2025. As with other amounts distributed in respect of other performance fees, our financial statements characterize performance fee income allocated to participating professionals in respect of their dedicated performance fee rights as compensation. Unlike dividends, amounts paid in respect of dedicated performance fees are included in the “All Other Compensation” column of the Summary Compensation Table for the fiscal year in which such fees were paid.

  23. Employment Agreements

    Employment Agreements Our NEOs other than Mr. Rowan are party to employment agreements, as summarized below. All such agreements were entered into before 2022 (except for Mr. Belardi, whose employment agreement was entered into in 2022). In addition, all of our NEOs are party to agreements regarding non-competition and non-solicitation, the terms of which are summarized below under “Potential Payments upon Termination or Change in Control.”

  24. Employment Agreement with Chief Financial Officer, Martin Kelly

    Employment Agreement with Chief Financial Officer, Martin Kelly On July 2, 2012, we entered into an employment, non-competition and non-solicitation agreement with Martin Kelly, our Chief Financial Officer. Under this agreement, Mr. Kelly’s annual base salary is $1,000,000 and he is eligible for an annual allocation from the incentive pool in an amount to be determined by the Compensation Committee in its discretion.

  25. Employment Agreement with Co-President, Scott Kleinman

    Employment Agreement with Co-President, Scott Kleinman On November 30, 2021, an ad hoc compensation committee (that preceded the formation of the Compensation Committee) approved a new employment agreement for Scott Kleinman, a Co-President of AAM. This new agreement governs his compensation through December 31, 2026, as he co-leads AAM following the Mergers. Under this agreement, Mr. Kleinman gave up all existing cash incentive compensation arrangements to the extent unvested and agreed to forgo all future entitlements in respect of bonus, unvested carry and other forms of compensation. In return, he earns the equivalent of one million shares per year for five years, plus the opportunity to earn an additional one million shares for meeting the aggregate fee related earnings and spread related earnings per share targets established by AAM, which are available in the materials that AAM shared with its public stockholders on October 19, 2021, in connection with its Investor Day. None of the shares underlying this one-time grant of six million RSUs will be delivered or transferable until 2027. Consistent with Apollo’s compensation philosophy of encouraging and rewarding extended periods of outstanding service, three million shares were vested at grant (subject to certain restrictive covenants) and the remainder are eligible to vest at the end of 2026. We believe this arrangement drives complete alignment with the Company’s stockholders. Under his employment agreement, effective January 1, 2022, Mr. Kleinman receives an annual base salary of $100,000 per year and receives no further bonuses, allocations of performance fees or other forms of new compensation. Additional amounts reflected in the Summary Compensation Table for Mr. Kleinman relate to awards granted to him before 2022. As required by the terms of his current performance fee arrangements, Mr. Kleinman has made investments of his own capital in various funds we manage and continues to be invested in such funds.

  26. Employment and Partnership Interest Agreements with AHL Chairman, Chief Executive Officer and Chief Investment Officer, James R. Belardi

    Employment and Partnership Interest Agreements with AHL Chairman, Chief Executive Officer and Chief Investment Officer, James R. Belardi Pursuant to his employment agreement, Mr. Belardi is employed by AHL and serves as the chief executive officer of both AHL and ISG. Mr. Belardi’s employment agreement provides for an annual base salary of $1,875,000 and a target annual incentive bonus opportunity of $1,850,000. Any annual incentive bonus may be paid in the form of cash or publicly tradeable securities that vest in annual installments (such amount was granted in February 2024 in the form of RSUs for services performed in 2023). Under this agreement, Mr. Belardi also receives, annually, an amount equal to 3% of the profits of ISGI, subject to Mr. Belardi’s continued employment with AHL through the date it pays its annual bonuses for the applicable year. The current term of Mr. Belardi’s employment agreement is scheduled to expire on December 31, 2024, and will automatically extend for subsequent one-year terms unless Mr. Belardi gives or receives notice of non-renewal prior to expiration of the then current term. In 2009, when Mr. Belardi founded ISG, he was granted a partnership interest in ISG’s parent. This partnership interest, which Mr. Belardi received as the founder of ISG, provides quarterly distributions equal to 3.35% of base management fees and 4.5% of subadvisory fees, as such terms are defined in the fee agreement by and between ISG and AHL, and the fee agreement by and between ISG and ACRA, each as in effect from time to time. This revenue sharing provides long term alignment to invest in the ISG business to support future growth. Mr. Belardi’s ISG partnership interest continues to motivate Mr. Belardi to further develop highly valuable business lines. The ISG partnership interest and ISGI profits entitlement result in distributions which, unlike dividends on common stock, are reported in the All Other Compensation column of the 2023 Summary Compensation Table pursuant to SEC rules.

  27. Employment Agreement with former Chief Legal Officer, John Suydam

    Employment Agreement with former Chief Legal Officer, John Suydam On July 19, 2017, we entered into an employment, non-competition and non-solicitation agreement with John Suydam, our chief legal officer, which we amended on December 20, 2019 and December 5, 2023. Pursuant to his agreement, for his service as a senior advisor and partner, Mr. Suydam is entitled, effective January 1, 2024, to an annual base salary of $1,000,000. Following the 2023 amendment, Mr. Suydam is no longer entitled to an annual incentive award (in the form of RSUs or otherwise).

  28. Compensation Consultant

    Compensation Consultant The Compensation Committee engages an independent executive compensation consulting firm to (1) provide information and advice on competitive practices and trends in our industry, (2) make recommendations regarding the design of our compensation program, (3) assist with the review of compensation practices and an assessment of the effectiveness of these practices, and (4) identify and evaluate compensation elements or situations that may raise material risks. Semler Brossy conducts the annual compensation-related risk assessment and annual peer group review and provides the Committee with benchmarking and compensation-related trends in the alternative asset management and broader general industry. The compensation consultant is retained by and reports directly to the Compensation Committee and regularly attends and participates in Compensation Committee meetings. The Compensation Committee has analyzed whether the work of Semler Brossy as compensation consultant raises any conflict of interest, taking into account relevant factors in accordance with SEC rules and NYSE listing standards. Based on its analysis, our Compensation Committee determined that the work of Semler Brossy and the individual compensation advisors employed by Semler Brossy do not create any conflicts of interest pursuant to the SEC rules and NYSE listing standards.

  29. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table sets forth information concerning the compensation earned by or awarded or paid to our principal executive officer, our principal financial officer and our three other most highly compensated executive officers for the fiscal year ended December 31, 2023. For Mr. Kleinman, 2023 amounts in the “Stock Awards” column relate to legacy performance fee programs in which he had vested before 2023 that require that a portion of the performance fee amounts be used to purchase restricted shares of common stock. Similarly, awards reported under the “All Other Compensation” column for Messrs. Kleinman and Belardi are distributions with respect to vested partnership interests that were awarded prior to 2023.

  30. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Marc Rowan, Chief Executive Officer | 2023 | 100,000 | — | — | 220,760 | 320,760 | | | 2022 | 100,000 | — | — | 210,011 | 310,011 | | | 2021 | 100,000 | — | — | 202,310 | 302,310 | | Martin Kelly, Chief Financial Officer | 2023 | 1,000,000 | — | 1,043,706 | 1,626,223 | 3,669,929 | | | 2022 | 1,000,000 | — | 1,082,082 | 1,491,637 | 3,573,719 | | | 2021 | 1,000,000 | — | 19,160,680 | 4,135,828 | 24,296,508 | | Scott Kleinman, Co-President of AAM | 2023 | 100,000 | — | 4,219,954 | 11,075,543 | 15,395,497 | | | 2022 | 100,000 | — | 3,976,560 | 8,081,234 | 12,157,794 | | | 2021 | 1,200,000 | — | 392,478,845 | 43,308,266 | 436,987,111 | | James Belardi, | 2023 | 1,875,000 | — | 6,690,787 | 42,216,981 | 50,782,768 | | Chairman, Chief Executive Officer and Chief Investment Officer of AHL | 2022 | 1,741,141 | 209,326(3) | 6,428,865 | 36,316,113 | 44,695,445 | | John Suydam, | 2023 | 2,500,000 | — | 4,524,885 | 2,718,116 | 9,743,001 | | Chief Legal Officer of AGM (through December 31, 2023) | 2022 | 2,500,000 | — | 3,961,338 | 1,928,714 | 8,390,052 |

  31. Summary Compensation Table

    | (1) Represents the aggregate grant date fair value of stock awards granted, as applicable, computed in accordance with FASB ASC Topic 718. For Mr. Belardi, includes both the annual incentive bonus RSUs and the long-term incentive RSUs granted to him in 2023. For Mr. Kleinman, amounts shown relate to legacy performance fee programs in which he had vested before 2023 that require that a portion of the performance fee amounts be used to purchase restricted shares of common stock. The amounts shown in this column do not reflect compensation actually received by the named executive officers, but instead represent the aggregate grant date fair value of the awards. See note 16 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for further information concerning the assumptions made in valuing our RSU awards. |

  32. Summary Compensation Table

    | (2) Amounts included for 2023 represent, in part, actual incentive pool cash distributions of $1,175,000 for Mr. Kelly, realized carry cash distributions of $199,365 for Mr. Kelly, $11,067,041 for Mr. Kleinman and $2,465,785 for Mr. Suydam and partner benefits stipends of $250,000 for each of Messrs. Kelly and Suydam. For Mr. Belardi, the amount includes distributions on his ISG partnership interest totaling $40,989,467, amounts in respect of his ISGI profits entitlement ($1,184,117), and fees paid by AHL for tax preparation services ($23,597). AHL maintains a corporate aircraft for efficiency and business planning purposes. Mr. Belardi used the corporate aircraft for two personal flights in 2023 and fully reimbursed AHL for this personal use. Accordingly, no amount is reflected for such use. Personal use of the AHL corporate aircraft is subject to a formal policy that was approved by the Compensation Committee that sets forth the criteria and procedures applicable to its use. Mr. Belardi and AHL have entered into a time-sharing agreement, pursuant to which Mr. Belardi may use the corporate aircraft for up to 25 flight hours per year, provided that the number of flight hours and other incidentals under such agreement shall be further limited so that the amount of payments from Mr. Belardi pursuant to such agreement (including such tax payments) |

  33. Summary Compensation Table

    | shall not exceed $120,000 in any AHL fiscal year. The “All Other Compensation” column for 2023 also includes costs relating to Company-provided cars and drivers for the business and personal use of Mr. Rowan. We provide this benefit because we believe that its cost is outweighed by the added security, increased efficiency, convenience and confidentiality that it offers. Mr. Rowan’s personal use cost was approximately $201,846. Costs relating to Company-provided cars and drivers include both fixed and variable costs, including lease costs, driver compensation, driver meals, fuel, parking, tolls, repairs, maintenance and insurance. Except as discussed in this paragraph, no 2023 perquisites or personal benefits individually exceeded the greater of $25,000 or 10% of the total amount of all perquisites and other personal benefits reported for the named executive officer. The 2023 cost of excess liability insurance provided to our named executive officers falls below this threshold. Messrs. Kelly, Kleinman and Suydam did not receive perquisites or personal benefits in 2023, except for incidental benefits having an aggregate value of less than $10,000. Our named executive officers also receive secretarial support with respect to personal matters, for which we incur no incremental cost. Accordingly, no such amounts are included in the Summary Compensation Table. |

  34. Summary Compensation Table

    | (3) This amount represents the January 2023 payout of the supplemental cash bonus that had been awarded to Mr. Belardi by the AHL compensation committee in February 2021. |

  35. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents information regarding RSUs and restricted shares granted to our named executive officers under our 2019 Omnibus Equity Incentive Plans in 2023. No options were granted to a named executive officer in 2023.

  36. Grants of Plan-Based Awards

    | Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | Grant Date Fair Value or Modification Date Incremental Fair Value of Stock and Option Awards ($)(2) | | Marc Rowan | — | — | — | | Martin Kelly | February 10, 2023 | 15,071 | 1,022,427 | | | February 16, 2023 | 9 | 643 | | | May 18, 2023 | 333 | 20,636 | | Scott Kleinman | February 16, 2023 | 902 | 64,446 | | | February 16, 2023 | 14,309 | 1,022,345 | | | May 18, 2023 | 21,105 | 1,307,953 | | | May 18, 2023 | 1,586 | 98,290 | | | August 16, 2023 | 11,835 | 982,427 | | | November 15, 2023 | 8,775 | 744,493 | | James Belardi | February 10, 2023 | 28,529(3) | 1,935,407 | | | February 10, 2023 | 70,097(4) | 4,755,380 | | John Suydam | February 10, 2023 | 56,078 | 4,000,044 | | | February 16, 2023 | 904 | 64,589 | | | February 16, 2023 | 1,546 | 110,458 | | | May 18, 2023 | 1,014 | 62,841 | | | May 18, 2023 | 187 | 11,589 | | | August 16, 2023 | 601 | 49,889 | | | August 16, 2023 | 1,085 | 90,066 | | | November 15, 2023 | 569 | 48,275 | | | November 15, 2023 | 1,027 | 87,133 |

  37. Grants of Plan-Based Awards

    | (1) Represents the number of RSUs and restricted shares granted, as applicable. RSUs and restricted shares are discussed above under “—Compensation Elements for Named Executive Officers—RSUs” and “ —Compensation Elements for Named Executive Officers—Performance Fees: Dedicated,” respectively. Except for the RSUs (which awards were all granted on February 10, 2023), all awards were restricted shares granted in respect of performance fee entitlements (which, in the case of Mr. Kleinman, were all entered into prior to 2022). |

  38. Grants of Plan-Based Awards

    | (2) Represents the aggregate grant date fair value of the RSUs and restricted shares granted in 2023, computed in accordance with FASB ASC Topic 718. The amounts shown do not reflect compensation actually received, but instead represent the aggregate grant date fair value of the award. |

  39. Grants of Plan-Based Awards

    | (3) Represents the grant made in respect of Mr. Belardi’s annual incentive award. |

  40. Grants of Plan-Based Awards

    | (4) Represents the grant made in respect of Mr. Belardi’s long-term award. |

  41. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table presents information regarding unvested RSU and restricted share awards made by us to our named executive officers under the equity plans that were outstanding at December 31, 2023. Mr. Belardi is our only named executive officer who held options at fiscal year-end, which options were granted before 2022.

  42. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Grant Type | Number of Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Shares, Units or Other Rights That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Marc Rowan | — | — | — | — | — | — | | Martin Kelly | January 10, 2019 | RSUs | | | 20,049(3) | 1,868,366 | | | February 11, 2020 | RSUs | | | 63,128(4) | 5,882,898 | | | February 19, 2021 | RSUs | | | 35,118(5) | 3,272,646 | | | February 19, 2021 | RSUs | | | 1,951(3) | 181,814 | | | August 17, 2021 | Restricted Shares | 406(6) | 37,835 | — | — | | | November 17, 2021 | Restricted Shares | 67(7) | 6,244 | — | — | | | February 15, 2022 | Restricted Shares | 54(8) | 5,032 | — | — | | | February 17, 2022 | RSUs | 5,669(9) | 528,294 | — | — | | | August 16, 2022 | Restricted Shares | 6(10) | 559 | — | — | | | November 15, 2022 | Restricted Shares | 8(11) | 746 | — | — | | | February 10, 2023 | RSUs | 10,048(12) | 936,373 | — | — | | | February 16, 2023 | Restricted Shares | 6(13) | 559 | — | — | | | May 18, 2023 | Restricted Shares | 333(14) | 31,032 | — | — | | Scott Kleinman | August 17, 2021 | Restricted Shares | 22,922(6) | 2,136,101 | — | — | | | November 17, 2021 | Restricted Shares | 9,782(15) | 911,585 | — | — | | | November 17, 2021 | Restricted Shares | 13,892(7) | 1,294,596 | — | — | | | December 1, 2021 | RSUs | —(16) | — | 1,000,000 | 93,190,002 | | | December 1, 2021 | RSUs | 2,000,000(17) | 186,380,004 | — | — | | | February 15, 2022 | Restricted Shares | 7,351(8) | 685,040 | — | — | | | February 15, 2022 | Restricted Shares | 7,397(8) | 689,326 | — | — | | | May 16, 2022 | Restricted Shares | 6,055(18) | 564,265 | — | — | | | August 16, 2022 | Restricted Shares | 305(19) | 28,423 | — | — | | | August 16, 2022 | Restricted Shares | 1,862(19) | 173,520 | — | — | | | November 15, 2022 | Restricted Shares | 484(11) | 45,104 | — | — | | | November 15, 2022 | Restricted Shares | 2,247(11) | 209,398 | — | — | | | February 16, 2023 | Restricted Shares | 602(13) | 56,100 | — | — | | | February 16, 2023 | Restricted Shares | 9,540(13) | 889,033 | — | — | | | May 18, 2023 | Restricted Shares | 21,105(14) | 1,966,775 | — | — | | | May 18, 2023 | Restricted Shares | 1,586(14) | 147,799 | — | — | | | August 16, 2023 | Restricted Shares | 11,835(20) | 1,102,904 | — | — | | | November 15, 2023 | Restricted Shares | 8,775(21) | 817,742 | — | — | | James Belardi | February 22, 2021 | RSUs | 5,133(22) | 478,344 | — | — | | | February 23, 2022 | RSUs | 24,330(11) | 2,267,313 | — | — | | | February 10, 2023 | RSUs | 46,732(12) | 4,354,955 | — | — | | | February 10, 2023 | RSUs | 14,265(23) | 1,329,355 | — | — |

  43. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Grant Type | Number of Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Shares, Units or Other Rights That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | John Suydam | August 17, 2021 | Restricted Shares | 1,593(6) | 148,452 | — | — | | | November 17, 2021 | Restricted Shares | 1,036(7) | 96,545 | — | — | | | November 17, 2021 | Restricted Shares | 1,505(8) | 140,251 | — | — | | | February 15, 2022 | Restricted Shares | 778(8) | 72,502 | — | — | | | February 15, 2022 | Restricted Shares | 1,573(8) | 146,588 | — | — | | | May 16, 2022 | Restricted Shares | 536(24) | 49,950 | — | — | | | August 16, 2022 | Restricted Shares | 32(19) | 2,982 | — | — | | | August 16, 2022 | Restricted Shares | 212(19) | 19,756 | — | — | | | November 15, 2022 | Restricted Shares | 235(11) | 21,900 | — | — | | | November 15, 2022 | Restricted Shares | 168(11) | 15,656 | — | — | | | February 10, 2023 | RSUs | | | 14,019(3) | 1,306,431 | | | February 16, 2023 | Restricted Shares | 604(13) | 56,287 | — | — | | | February 16, 2023 | Restricted Shares | 1,031(13) | 96,079 | — | — | | | May 18, 2023 | Restricted Shares | 910(14) | 84,803 | — | — | | | May 18, 2023 | Restricted Shares | 291(14) | 27,118 | — | — | | | August 16, 2023 | Restricted Shares | 601(20) | 56,007 | — | — | | | August 16, 2023 | Restricted Shares | 1,085(20) | 101,111 | — | — | | | November 15, 2023 | Restricted Shares | 569(21) | 53,025 | — | — | | | November 15, 2023 | Restricted Shares | 1,027(21) | 95,706 | — | — |

  44. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Grant Type | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) (Unexercisable) | Option Exercise Price ($) | Option Expiration Date | | James Belardi | June 6, 2016 | Options | 147,813 | — | 29.55 | June 6, 2026 | | | March 21, 2017 | Options | 76,153 | — | 44.61 | March 21, 2027 | | | February 27, 2018 | Options | 76,153 | — | 41.82 | February 27, 2028 | | | April 3, 2019 | Options | 74,033 | — | 36.94 | April 3, 2029 | | | February 21, 2020 | Options | 66,990 | | 43.27 | February 21, 2030 | | | February 22, 2021 | Options | 44,952 | 22,478(25) | 40.60 | February 22, 2031 |

  45. Outstanding Equity Awards at Fiscal Year-End

    | (1) The dollar amounts shown in this column are determined by multiplying the number of shares or units reported in the “Number of Shares, Units or Other Rights That Have Not Vested” column by $93.19, the closing price of a share of common stock on the last trading day of 2023. |

  46. Outstanding Equity Awards at Fiscal Year-End

    | (2) The dollar amounts shown in this column are determined by multiplying the number of shares or units reported in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column by $93.19, the closing price of a share of common stock on the last trading day of 2023. |

  47. Outstanding Equity Awards at Fiscal Year-End

    | (3) RSUs that vest on January 1, 2024, subject to the Company’s receipt of performance fees, within prescribed periods, sufficient to cover the associated equity-based compensation expense as of such date. |

  48. Outstanding Equity Awards at Fiscal Year-End

    | (4) RSUs that vest in substantially equal annual installments on January 1 of each of 2024 and 2025, subject to the Company’s receipt of performance fees, within prescribed periods, sufficient to cover the associated equity-based compensation expense as of such date. |

  49. Outstanding Equity Awards at Fiscal Year-End

    | (5) RSUs that vest in substantially equal annual installments on January 1 of each of 2024, 2025 and 2026, subject to the Company’s receipt of performance fees, within prescribed periods, sufficient to cover the associated equity-based compensation expense as of such date. |

  50. Outstanding Equity Awards at Fiscal Year-End

    | (6) Restricted shares that vest on May 15, 2024. |

  51. Outstanding Equity Awards at Fiscal Year-End

    | (7) Restricted shares that vest on August 15, 2024. |

  52. Outstanding Equity Awards at Fiscal Year-End

    | (8) Restricted shares that vest on November 15, 2024. |

  53. Outstanding Equity Awards at Fiscal Year-End

    | (9) RSUs that vest on December 31, 2024. |

  54. Outstanding Equity Awards at Fiscal Year-End

    | (10) Restricted shares that vest in substantially equal annual installments on May 16 of each of 2024 and 2025. |

  55. Outstanding Equity Awards at Fiscal Year-End

    | (11) Restricted shares that vest in substantially equal annual installments on August 15 of each of 2024 and 2025. |

  56. Outstanding Equity Awards at Fiscal Year-End

    | (12) RSUs that vest in substantially equal annual installments on December 31 of each of 2024 and 2025. |

  57. Outstanding Equity Awards at Fiscal Year-End

    | (13) Restricted shares that vest in substantially equal annual installments on November 15 of each of 2024 and 2025. |

  58. Outstanding Equity Awards at Fiscal Year-End

    | (14) Restricted shares that vest in substantially equal annual installments on February 15 of each of 2024, 2025 and 2026. |

  59. Outstanding Equity Awards at Fiscal Year-End

    | (15) Restricted shares that vest on November 17, 2024. |

  60. Outstanding Equity Awards at Fiscal Year-End

    | (16) RSUs that vest on April 1, 2027, subject to achievement of aggregate fee-related and spread related earnings targets. |

  61. Outstanding Equity Awards at Fiscal Year-End

    | (17) RSUs that vest on January 1, 2027. |

  62. Outstanding Equity Awards at Fiscal Year-End

    | (18) Restricted shares that vest in substantially equal annual installments on February 16 of each of 2024 and 2025. |

  63. Outstanding Equity Awards at Fiscal Year-End

    | (19) Restricted shares that vest in substantially equal annual installments on May 15 of each of 2024 and 2025. |

  64. Outstanding Equity Awards at Fiscal Year-End

    | (20) Restricted shares that vest in substantially equal annual installments on May 15 of each of 2024, 2025 and 2026. |

  65. Outstanding Equity Awards at Fiscal Year-End

    | (21) Restricted shares that vest in substantially equal annual installments on August 15 of each of 2024, 2025 and 2026. |

  66. Outstanding Equity Awards at Fiscal Year-End

    | (22) RSUs that vest on January 1, 2024. |

  67. Outstanding Equity Awards at Fiscal Year-End

    | (23) RSUs which represent a 2022 annual incentive award that is dollar-denominated but by its terms is payable in RSUs that vest on December 31, 2024. |

  68. Outstanding Equity Awards at Fiscal Year-End

    | (24) Restricted shares that vest in substantially equal annual installments on February 15 of each of 2024 and 2025. |

  69. Outstanding Equity Awards at Fiscal Year-End

    | (25) Options that vest on January 1, 2024. |

  70. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table presents information regarding the number of outstanding initially unvested RSUs and restricted shares held by our named executive officers that vested during 2023 and the number of vested RSUs that were granted during 2023. The amounts shown below do not reflect compensation actually received by the named executive officers, but instead are calculations of the number of RSUs and restricted shares that vested (or that were vested at grant) during 2023 based on the closing price of a share of common stock on the date of vesting. Shares received by our named executive officers in respect of vested RSUs are subject to our retained ownership requirements prescribed under the executive share ownership guidelines. No options were exercised by our named executive officers in 2023.

  71. Option Exercises and Stock Vested

    | Name | Type of Award | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Marc Rowan | — | — | — | | Martin Kelly | RSUs | 79,748 | 5,448,874 | | | Restricted Shares | 535 | 36,371 | | Scott Kleinman | RSUs | 161,400 | 10,180,066 | | | Restricted Shares | 71,884 | 5,475,195 | | James Belardi | RSUs | 132,539 | 11,209,413 | | | Restricted Shares | 22,366 | 1,728,518 | | John Suydam | RSUs | 55,745 | 4,071,117 | | | Restricted Shares | 7,889 | 623,771 |

  72. Option Exercises and Stock Vested

    | (1) Amounts are calculated by multiplying the number of RSUs or restricted shares held by the named executive officer that vested on each applicable vesting date in 2023 by the closing price per share on that date. Shares underlying the vested RSUs were issued to the named executive officer shortly after they vested. |

  73. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  74. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(2) | | Marc Rowan | — | — | — | — | — | | Martin Kelly | — | — | 5,304,632 | — | 16,814,271 | | Scott Kleinman | — | — | 88,200,000 | — | 279,570,000 | | James Belardi | — | — | — | — | — | | John Suydam | — | — | 3,801,714 | — | 12,050,399 |

  75. Non-Qualified Deferred Compensation

    | (1) Reflects the net increase in stock price in 2023 of shares underlying vested RSUs that have a delayed settlement date. |

  76. Non-Qualified Deferred Compensation

    | (2) Reflects the value of fully vested RSUs that are scheduled to settle in early 2027, as determined by multiplying the number of vested RSUs as of December 31, 2023, by the 2023 closing market price of $93.19. In the event that Mr. Kleinman resigns or retires prior to December 31, 2026, the unsettled portion will instead be settled in 2032, subject to his execution and non-revocation of a release of claims in favor of the Company and his continued compliance with any applicable restrictive covenants. In the event that Mr. Kelly or Mr. Suydam terminates employment other than for cause before December 31, 2026, settlement is conditioned on the NEO’s execution and non-revocation of a release of claims in favor of the Company and the NEO’s continued compliance with any applicable restrictive covenants. Of the amounts shown in this column, $10,752,175 and $178,140,000 appear in the Summary Compensation Table (under |

  77. Non-Qualified Deferred Compensation

    | 2021 Stock Awards), representing the grant date fair value of the associated RSUs for Messrs. Kelly and Kleinman, respectively. For Mr. Kelly, also includes the value of fully vested compensatory RSUs received in 2021 in connection with the global carry pool exchange (all of which are scheduled to settle in 2024), the aggregate stock price of which increased in value by $235,700 in 2023. |

  78. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control None of the named executive officers, except for Mr. Belardi, are entitled to payments or other benefits in connection with a change in control. Mr. Rowan is not entitled to severance or other payments or benefits in the event of a termination of employment with AGM. Mr. Rowan is required to protect the confidential information of Apollo both during and after his employment. In addition, until two years after the termination, he is required to refrain from soliciting employees or interfering with our relationships with investors and, for 18 months to refrain from competing with us in a business that involves primarily (i.e., more than 50%) third-party capital. If Mr. Kelly’s employment is terminated by us without cause or he resigns for good reason, he will be entitled to severance of six months’ base pay and reimbursement of health insurance premiums paid in the six months following his employment termination. If his employment is terminated by us without cause, he will vest in 50% of any unvested portion of his restricted shares. If Mr. Kelly’s employment is terminated by reason of death or disability, he will vest in 50% or more of any unvested portion of his RSUs, restricted shares and dedicated performance fee rights that are subject to vesting. All additional vesting of RSUs subject to the receipt of performance fees within prescribed periods remains subject to those requirements. If Mr. Kelly’s employment is terminated without cause, or he resigns, he will be entitled to retain his dedicated performance fee rights that are subject to vesting to the extent then vested. We may terminate Mr. Kelly’s employment with or without cause, and we will provide 90 days’ notice (or payment in lieu of such period of notice) prior to a termination without cause. Mr. Kelly is required to give us 90 days’ notice prior to a resignation for any reason. He is required to protect the confidential information of Apollo both during and after employment. In addition, Mr. Kelly is obligated to refrain from soliciting our employees until 18 months after employment, from soliciting our investors or other business relations until 12 months after employment and from competing with us until nine months after employment. We may terminate Mr. Kleinman’s employment with or without cause, and we must provide 90 days’ notice (or payment in lieu of such period of notice) prior to a termination without cause. Mr. Kleinman is required to provide 90 days’ notice prior to a resignation for any reason. If his employment is terminated by us without cause, he will vest in 50% of any unvested portion of his restricted shares, and upon such a termination or a resignation with good reason, Mr. Kleinman will vest in 100% of the time-vesting RSUs granted to him in December 2021. Upon his termination of employment by reason of death or disability, Mr. Kleinman will vest in 50% or more of his then-unvested RSUs and restricted shares. All additional vesting of RSUs subject to the Company’s receipt of performance fees within prescribed periods remains subject to those requirements. If Mr. Kleinman’s employment is terminated without cause, or he resigns for any reason, he will be entitled to retain his vested dedicated performance fee rights. Mr. Kleinman is required to protect the confidential information of Apollo both during and after employment. In addition, during employment and for 24 months after employment, he is obligated to refrain from soliciting our employees, investors or other business relations, and, during employment and for 18 months thereafter, from competing with us. We may terminate Mr. Belardi’s employment with or without cause, and he will provide at least 90 days’ notice of his resignation without good reason. Severance is payable to Mr. Belardi on a termination of employment by AHL without cause or by reason of nonrenewal of the term of his employment agreement, by Mr. Belardi for good reason, or due to Mr. Belardi’s death or disability (each, an “involuntary termination”), equal to his annual base salary and a pro rata bonus for the year of termination based, in part, on the bonus and annual salary paid to him in the year preceding his termination. Upon an involuntary termination other than due to death or disability, Mr. Belardi is also entitled to additional severance equal to his target annual incentive bonus multiplied by a fraction, the numerator of which is his annual incentive bonus for the previous fiscal year and the denominator of which is his annual base salary for the previous fiscal year. In addition, upon an involuntary termination, Mr. Belardi will be entitled to the reimbursement of the cost of continued medical coverage at active employee rates for up to 18 months, any outstanding and unvested time vesting profits units that are scheduled to vest during the one-year period immediately following the termination date will immediately vest, and any outstanding and unvested equity awards granted as a component of an annual incentive bonus will immediately vest, based on target performance with respect to any performance-vesting awards. Mr. Belardi’s employment agreement contains customary restrictive covenants, including confidentiality and nondisclosure covenants, covenants not to compete or solicit customers for 12 months following the date on which he ceases to own or control his ISG partnership interest, and a covenant not to solicit employees for 24 months following termination. To the extent that any payment, benefit or distribution of any type to or for the benefit of Mr. Belardi would be subject to the excise tax imposed under Section 4999 of the Code, then such payments, benefits or distributions will be reduced (but not below zero) so that the maximum amount of such payments, benefits or distributions will be one dollar less than the amount which would cause them to be subject to such excise tax, unless Mr. Belardi makes the Company and its affiliates whole on an after-tax basis for any adverse tax consequences imposed on the Company and its affiliates under Section 280G of the Code as a result of not reducing such payments, benefits or distributions. Under the ISG partnership agreement, on an involuntary termination or a resignation that satisfies the partnership agreement’s notice and other requirements, on or after December 31, 2023, Mr. Belardi’s ISG partnership interest will be redeemable for an amount equal to five times the average annual distributions on the ISG partnership interest for the preceding two years. Any redemption of the ISG partnership interest is subject to Mr. Belardi’s continued compliance with all applicable restrictive covenants, and may be settled in cash or stock at our option. Mr. Belardi is obligated to protect our confidential information both during and after employment. He is also obligated to refrain from competing or soliciting customers until 12 months after he ceases to own or control his ISG partnership interest, and from soliciting employees until 24 months after such cessation.

  79. Potential Payments upon Termination or Change in Control

    We may terminate Mr. Suydam’s employment with or without cause, and we will provide 90 days’ notice (or payment in lieu of such period of notice) prior to a termination without cause. If Mr. Suydam’s employment is terminated by us without cause or he resigns for good reason, he will be entitled to severance of six months’ base pay and reimbursement of health insurance premiums paid in the six months following his employment termination. If his employment is terminated by reason of death or disability, he will vest in 50% of his then unvested RSUs, restricted shares and dedicated performance fee rights that are subject to vesting. If Mr. Suydam’s employment is terminated without cause, or he resigns, he will be entitled to retain his dedicated performance fee rights that are subject to vesting to the extent then vested. Upon his termination of employment, Mr. Suydam will vest in 100% of his then unvested restricted shares, subject to his continued compliance with his noncompetition obligations and his agreement to be available to consult with us from time to time for two years. Mr. Suydam is required to protect the confidential information of Apollo both during and after employment. In addition, to the extent consistent with applicable rules, he is obligated to refrain from soliciting our employees until 18 months after employment, from soliciting our investors or other business relations until 12 months after employment and from competing with us until nine months after employment. The following table lists the estimated amounts that would have been payable to each of our named executive officers under his employment arrangements and outstanding equity awards in connection with a termination that occurred on the last day of our last completed fiscal year, and the value of any additional equity that would vest upon such termination, assuming that the applicable triggering event occurred on December 31, 2023, and that the price per share was $93.19, which was the closing price of a share of common stock on the last trading day of the year. As described above and in footnote 4 below, Mr. Belardi also would have been eligible to receive an amount in redemption of his ISG partnership interest in connection with certain terminations of his employment.

  80. Potential Payments upon Termination or Change in Control

    | Name | Reason for Employment Termination | Estimated Value of Cash Payments ($)(1) | Estimated Value of Equity Acceleration ($)(2) | | Marc Rowan | Cause | — | — | | | Death, disability | — | — | | Martin Kelly | Without cause | 512,553 | 41,004 | | | By executive for good reason | 512,553 | — | | | Death, disability | — | 7,108,533 | | Scott Kleinman | Without cause(3) | — | 192,238,859 | | | Death, disability | — | 145,643,858 | | James Belardi | Without cause or by executive for good reason(4) | 5,931,685 | 1,329,355 | | | Without cause or by executive for good reason in connection with a Change in Control(4) | 5,931,685 | 1,660,462 | | | Death, disability(4) | 3,964,771 | 9,612,085 | | John Suydam | Without cause(3) | 1,262,553 | 642,359 | | | By executive for good reason | 1,262,553 | — | | | Death, disability | — | 1,948,789 |

  81. Potential Payments upon Termination or Change in Control

    | (1) This amount would have been payable to the named executive officer had his employment been terminated by the Company without cause (and other than by reason of death or disability, except with respect to Mr. Belardi) or for good reason on December 31, 2023. |

  82. Potential Payments upon Termination or Change in Control

    | (2) This amount represents the additional equity vesting that the named executive officer would have received had his employment terminated in the circumstances described in the column “Reason for Employment Termination,” on December 31, 2023, based on the closing price of a share of common stock on the last trading day of the year ($93.19). For this purpose, awards that are subject to performance vesting conditions have been treated as having attained such conditions. Please see our “Outstanding Equity Awards at Fiscal Year-End” table above for information regarding each of our named executive officer’s unvested equity as of December 31, 2023. |

  83. Potential Payments upon Termination or Change in Control

    | (3) Solely for the December 2021 time-vesting RSU awards, also includes a termination by the executive for good reason. |

  84. Potential Payments upon Termination or Change in Control

    | (4) In addition, in redemption of his ISG partnership interest, Mr. Belardi would have been eligible to receive $190,705,435 in connection with the applicable involuntary termination on December 31, 2023, which amount is meant to represent a fair value for the redemption of such interest and reflects the tremendous increase in the value of the ISG business since it was founded by Mr. Belardi in 2009 as discussed above under “Fiscal 2023 Compensation for Named Executive Officers—Partnership Interest Revenue Sharing.” |

  85. CEO to Median Employee Pay Ratio

    CEO to Median Employee Pay Ratio SEC rules require companies to disclose the ratio of the total annual compensation of the principal executive officer (“PEO”) to the total annual compensation of the median employee (calculated excluding the PEO), and our ratio is as follows: Mr. Rowan’s total annual compensation as PEO: $320,760 Median employee total annual compensation: $171,311 Ratio of PEO to median employee total annual compensation: 1.87:1 In determining the median employee, we prepared a list of all employees as of December 31, 2023. Consistent with applicable rules, we used reasonable estimates in the methodology used to identify the median employee. We determined the median employee by reviewing the annualized base salary for 2023 and the annual cash bonus paid in 2023 by employees other than the PEO. After we determined the median employee, we calculated the median employee’s total annual compensation in the same manner in which we calculated the total annual compensation of the PEO.

  86. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (as determined in accordance with the rules prescribed under Item 402(v)) to (i) each individual who has served as our principal executive officer (“PEO”) during any or all of 2020, 2021, 2022 and 2023 and (ii) our other non-PEO named executive officers (determined as an average, as set forth below) during each of 2020, 2021, 2022 and 2023, and our financial performance. For more information about our executive compensation program, please refer to the “Compensation Discussion and Analysis” section above.

  87. Pay Versus Performance

    | | Summary Compensation Table Total for ($): | | Compensation Actually Paid to ($): | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (1),(2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (1),(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income (in millions) ($) | Fee Related Earnings (FRE) (in millions) ($) (4) | | Year | Marc Rowan | Leon Black | Marc Rowan | Leon Black | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return($) (3) | | | | 2023 | 320,760 | — | 320,760 | — | 19,897,799 | 49,502,529 | 224 | 156 | 5,001 | 1,768 | | 2022 | 310,011 | — | 310,011 | — | 17,204,252 | 10,539,452 | 150 | 127 | (1,961) | 1,410 | | 2021 | 302,310 | 356,713 | 302,310 | 356,713 | 223,067,825 | 246,673,294 | 166 | 162 | 1,802 | 1,267 | | 2020 | — | 423,687 | — | 423,687 | 8,846,958 | 8,881,144 | 108 | 115 | 120 | 1,102 |

  88. Pay Versus Performance

    | (1) The non-PEO named executive officers in 2023 and 2022 consist of Messrs. Belardi, Kelly, Kleinman and Suydam, and in 2021 and 2020 consist of Messrs. Civale, Kelly, Kleinman and Zelter (as applicable, the “Non-PEO NEOs”). |

  89. Pay Versus Performance

    | (2) “Compensation actually paid” has been calculated in accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K and does not reflect compensation actually earned, realized or received. To calculate the “compensation actually paid,” the following amounts were deducted from and added to the applicable “Summary Compensation Table Total” set forth above: |

  90. Pay Versus Performance

    | | Summary Compensation Table Total ($) | Deductions of Reported Equity Values from Summary Compensation Table Total (a) ($) | Equity Award Adjustments to Summary Compensation Table Total (b) ($) | “Compensation Actually Paid” ($) | | Marc Rowan | | | | | | 2023 | 320,760 | — | — | 320,760 | | 2022 | 310,011 | — | — | 310,011 | | 2021 | 302,310 | — | — | 302,310 | | Leon Black | | | | | | 2021 | 356,713 | — | — | 356,713 | | 2020 | 423,687 | — | — | 423,687 | | Average of Non-PEO Named Executive Officers | | | | | | 2023 | 19,897,799 | (4,119,833) | 49,502,529 | 49,502,529 | | 2022 | 17,204,252 | (3,862,211) | 10,539,452 | 10,539,452 | | 2021 | 223,067,825 | (206,199,646) | 246,673,294 | 246,673,294 | | 2020 | 8,846,958 | (6,008,009) | 8,881,144 | 8,881,144 |

  91. Pay Versus Performance

    | (a) Represents the grant date fair value of equity-based awards granted in each year, as reflected in the “Stock Awards” column. |

  92. Pay Versus Performance

    | (b) Reflects adjustments to the value of Stock Awards, as calculated in accordance with the rules prescribed under Item 402(v) and in accordance with ASC Topic 718, which included the categories of adjustments for each year as set forth below. For additional information regarding the determination of fair value, see Note 8 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  93. Pay Versus Performance

    | | Year End Fair Value of Awards Granted During Year that Remained Outstanding and Unvested at Year End ($) | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in a Prior Year that Remained Outstanding and Unvested at Year End ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Same Year ($) | Year Over Year Change in Fair Value of Equity Awards Granted in a Prior Year that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions During Year ($) | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | Marc Rowan | | | | | | | | | 2023 | — | — | — | — | — | — | — | | 2022 | — | — | — | — | — | — | — | | 2021 | — | — | — | — | — | — | — | | Leon Black | | | | | | | | | 2021 | — | — | — | — | — | — | — | | 2020 | — | — | — | — | — | — | — | | Average of Non-PEO Named Executive Officers | | | | | | | | | 2023 | 3,221,302 | 25,586,289 | 1,838,687 | 792,835 | — | 2,285,452 | 49,502,529 | | 2022 | 2,418,692 | (8,434175) | 1,512,065 | (480,597) | — | 2,181,426 | 10,539,452 | | 2021 | 118,424,882 | 13,410,784 | 95,087,132 | 1,483,123 | — | 1,399,194 | 246,673,294 | | 2020 | 5,460,830 | (1,438,855) | 351,787 | (120,870) | — | 1,789,302 | 8,881,144 |

  94. Pay Versus Performance

    | (1) The Peer Group for these purposes is the Dow Jones U.S. Asset Manager Index. |

  95. Pay Versus Performance

    | (2) Our company-selected measure is Fee Related Earnings (“FRE”). FRE is further described in our Annual Report on Form 10-K within “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Managing Business Performance-Key Segment and Non-U.S. GAAP Performance Measures-Fee Related Earnings, Spread Related Earnings and Principal Investing Income.” |

  96. Narrative Disclosure to Pay Versus Performance

    Narrative Disclosure to Pay Versus Performance The following graph shows the relationship between the “compensation actually paid” to each of Messrs. Rowan and Black and the average of the “compensation actually paid” to our Non-PEO NEOs (in each case, with “compensation actually paid” calculated as set forth above in accordance with the rules prescribed under Item 402(v) of Regulation S-K) in 2020, 2021, 2022 and 2023 and our cumulative total shareholder return (“TSR”) measured starting from December 31, 2019 for each covered fiscal year. This graph also shows the relationship between our TSR performance and the TSR performance of the Peer Group in the Pay Versus Performance Table (which is the Dow Jones U.S. Asset Manager Index) over the same period. (1)

  97. Narrative Disclosure to Pay Versus Performance

    | (1) The “Compensation Actually Paid” to Mr. Rowan in 2021, 2022 and 2023 and to Mr. Black in 2020 and 2021 was too low compared to that paid to the Non-PEO NEOs to be visible in the graph. |

  98. Narrative Disclosure to Pay Versus Performance

    The following graph shows the relationship between the “compensation actually paid” to each of Messrs. Rowan and Black and the average of the “compensation actually paid” to our non-PEO NEOs (in each case, with “compensation actually paid” calculated as set forth above in accordance with the rules prescribed under Item 402(v)) in 2020, 2021, 2022 and 2023 and our net income performance in 2020, 2021, 2022 and 2023. (1)

  99. Narrative Disclosure to Pay Versus Performance

    | (1) The “Compensation Actually Paid” to Mr. Rowan in 2021, 2022 and 2023 and to Mr. Black in 2020 and 2021 was too low compared to that paid to the Non-PEO NEOs to be visible in the graph. |

  100. Narrative Disclosure to Pay Versus Performance

    The following graph shows the relationship between the “compensation actually paid” to each of Messrs. Rowan and Black and the average of the “compensation actually paid” to our NEOs (in each case, with “compensation actually paid” calculated as set forth above in accordance with the rules prescribed under Item 402(v)) in 2020, 2021, 2022 and 2023 and the performance of our company-selected measure, fee related earnings, in 2020, 2021, 2022 and 2023. (1)

  101. Narrative Disclosure to Pay Versus Performance

    | (1) The “Compensation Actually Paid” to Mr. Rowan in 2021, 2022 and 2023 and to Mr. Black in 2020 and 2021 was too low compared to that paid to the Non-PEO NEOs to be visible in the graph. |

  102. Director Compensation

    Director Compensation The Nominating and Corporate Governance Committee is responsible for reviewing and making recommendations to the Board regarding compensation paid to independent directors. Directors who also serve as employees of the Company do not receive remuneration for service as Directors. In 2023, upon the recommendation of the Nominating and Corporate Governance Committee, the Board approved the following changes to the Company’s independent director compensation program:

  103. Director Compensation

    | • | Eliminated the practice of providing initial sign-on equity grants to independent directors with a value of $600,000 vesting annually over three years. |

  104. Director Compensation

    | • | Independent directors who commence service after April 2023 will receive a welcome grant with a value of $200,000 (or $250,000 for the Lead Independent Director or independent Chair) that vests on June 30th of the following year in which the grant was made and annual grants thereafter. |

  105. Director Compensation

    | • | Permitted independent directors to elect to delay the receipt of shares in settlement of their annual RSU awards until their service on the Board of Directors terminates beginning with their grants made in 2023. |

  106. 2023 Director Compensation Table

    2023 Director Compensation Table The following table provides the compensation for our independent directors during the year ended December 31, 2023.

  107. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Walter (Jay) Clayton | 373,264 | — | — | 373,264 | | Marc Beilinson | 263,125 | — | — | 263,125 | | Jessica Bibliowicz | 188,125 | — | — | 188,125 | | Michael Ducey | 175,000 | 199,968 | — | 374,968 | | Richard Emerson(5) | 134,167 | — | 40,833 | 175,000 | | Kerry Murphy Healey | 245,764 | — | — | 245,764 | | Mitra Hormozi | 248,264 | — | — | 248,264 | | Pamela Joyner | 175,000 | — | — | 175,000 | | A.B. Krongard | 225,000 | 199,968 | — | 424,968 | | Pauline Richards | 211,875 | 199,968 | 2,500 | 414,343 | | David Simon | 150,000 | — | — | 150,000 | | Lynn Swann | 175,000 | — | — | 175,000 | | Patrick Toomey(6) | 119,583 | 599,992 | — | 719,575 |

  108. 2023 Director Compensation Table

    | (1) Represent cash amounts earned in 2023 for service on the Board of Directors and its committees, including, for Mr. Clayton, the fee for serving as independent chair. These amounts were earned in 2023 and, accordingly, the above figures include amounts that were paid in 2024 but earned in 2023, and exclude amounts (having the same value) that were earned in 2022 and paid in 2023. |

  109. 2023 Director Compensation Table

    | (2) The AGM board of directors forms ad hoc committees from time to time and due to the extensive demands on ad hoc committee members, the AGM board of directors provides certain fixed fees to compensate ad hoc committee members for their additional service. On January 26, 2023, AGM established an ad hoc committee. For their service on such committee, Dr. Healey, Ms. Hormozi and Mr. Clayton each received $23,264, a pro rata portion of the annual committee fee, with Dr. Healey receiving an additional $22,500 for her service as chair beginning on February 6, 2023. In 2023, Mr. Beilinson, Mr. Clayton and Ms. Hormozi served on a second AGM ad hoc committee, for which they each received $25,000, with Mr. Beilinson receiving an additional $25,000 for his service as chair. |

  110. 2023 Director Compensation Table

    | (3) Represents the aggregate grant date fair value of stock awards granted, as applicable, computed in accordance with FASB ASC Topic 718. See note 16 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for further information concerning the assumptions made in valuing our RSU awards. The amounts shown do not reflect compensation actually received by the independent directors, but instead represent the aggregate grant date fair value of the awards. We note that the RSU grant to Sen. Toomey was in connection with a one-time grant of RSUs following his initial election to the board, and he is not scheduled to receive another grant of RSUs until the three-year vesting period applicable to the initial grant has elapsed. Unvested director RSUs are not entitled to dividends or dividend equivalents. As of December 31, 2023, each of our independent directors held RSUs that were unvested and outstanding. Mr. Krongard elected to defer settlement of the annual RSU grant he received in 2023 until the conclusion of his service on the board. |

  111. 2023 Director Compensation Table

    | (4) AHL, which is a public company subject to complex, multi-jurisdictional insurance industry regulation, has a robust majority independent board of directors that meets at least quarterly, has numerous active committees, and assists AHL in managing conflicts. Like other AHL non-employee directors, Mr. Beilinson, Ms. Hormozi and Mr. Swann received an annual retainer of $270,000 for their service on the AHL board in 2023. In addition, Ms. Hormozi received $21,000 and Mr. Swann received $5,250 in 2023 for service on AHL standing committees. In light of his workload and broad responsibilities, Mr. Beilinson received $36,750 in 2023 for his work as lead independent director of AHL, as well as $10,500 for his service on AHL’s conflicts committee, and $10,500 for his service on AHL’s legal and regulatory committee. The AHL board of directors forms ad hoc committees from time to time and due to the extensive demands on ad hoc committee members, the AHL board of directors provides certain fixed fees to compensate ad hoc committee members for their additional service. In 2023, Mr. Beilinson served on an AHL special litigation committee, for which he received $12,500 per month through the first three quarters of fiscal year 2023, and $7,500 a month, thereafter. In addition, Ms. Hormozi received $90,000 for her service on certain AHL subsidiary boards. Accordingly, aggregate fees for their service on the AHL board and its committees in 2023 were as follows: for Mr. Beilinson, $462,750; for Ms. Hormozi, $381,000; and for Mr. Swann, $275,250. The AAM board of directors has not compensated its board members except for their service on its audit committee. In connection with the redemption in full of AAM’s outstanding preferred stock and related delisting from the NYSE, the independent directors serving on the AAM board, Ms. Bibliowicz, Mr. Ducey, Mr. Krongard and Ms. Richards each resigned from the AAM board effective as of September 30, 2023. For their service on the AAM audit committee from January 1, 2023 through September 30, 2023, Ms. Bibliowicz, Mr. Ducey, Mr. Krongard and Ms. Richards each received $18,750, a pro rata portion of the annual audit committee fee, with Ms. Richards receiving an additional $11,875 for her service as chair of the AAM audit committee until June 21, 2023 and, Ms. Bibliowicz receiving $6,875 for her service as chair of the AAM audit committee from June 1, 2023 through September 30, 2023. For 2023, a $2,500 charitable contribution from an AGM affiliate was made on behalf of Ms. Richards as part of the company’s matching gifts program. |

  112. 2023 Director Compensation Table

    | (5) Mr. Emerson’s term on the Board of Directors concluded on October 6, 2023. Reflects $40,833 paid to Mr. Emerson in connection with the provision of consulting services. |

  113. 2023 Director Compensation Table

    | (6) Sen. Toomey’s service on the Board of Directors commenced on March 15, 2023. |