DEF 14A of Apollo Global Management, Inc.
Filed Apr 25, 2025 · FY20240001193125-25-096971
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 17 directors. All of the nominees for re-election to the Board of Directors at the Annual Meeting are members of the current Board of Directors and have 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. Our Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, did not nominate for re-election to the Board of Directors A.B. Krongard and Michael Ducey. As a result, the Board of Directors reduced the size of the Board of Directors from 17 directors to 15 directors, effective as of the opening of the polls at the Annual Meeting. Also, Jay Clayton, who served as independent Chair of the Board of Directors since March 2021, recently informed the Board of Directors of his intention to assume the role of Interim U.S. Attorney for the Southern District of New York on April 22, 2025 and resign from the AGM Board effective as of April 21, 2025. In recognition of their extraordinary service, dedication and leadership on the Board of Directors, Messrs. Krongard and Ducey will transition into emeritus roles following the Annual Meeting and Mr. Clayton will transition into an emeritus role upon his resignation from the Board of Directors to assume his new role described above. Mr. Krongard and Mr. Ducey will be appointed as a Director Emeritus of AGM and will be invited to observe meetings of the Board of Directors, allowing AGM to continue benefiting from their expertise and strategic guidance in an advisory capacity. Mr. Clayton will be appointed as a Chair Emeritus, but will not perform any services or receive any compensation or benefits due to his U.S. government position. 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.
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.
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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.
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| Name | Age | Position(s) | | Marc Rowan | 62 | Chair and Chief Executive Officer | | James Belardi | 68 | Chairman, Chief Executive Officer and Chief Investment Officer of AHL and Director | | Scott Kleinman | 52 | Co-President of AAM and Director | | James Zelter | 62 | President and Director | | Gary Cohn | 64 | Lead Independent Director | | Marc Beilinson | 66 | Director | | Jessica Bibliowicz | 65 | Director | | Kerry Murphy Healey | 64 | Director | | Mitra Hormozi | 56 | Director | | Pamela Joyner | 67 | Director | | Brian Leach | 66 | Director | | Pauline Richards | 76 | Director | | David Simon | 63 | Director | | Lynn Swann | 73 | Director | | Patrick Toomey | 63 | Director |
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Marc Rowan is a Co-Founder and Chair and 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 served on the AHL board of directors from December 2018 until November 2023. Mr. Kleinman is Co-President of AAM, a private company since September 2023, 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. He joined the AAM board of directors effective March 2021, and he became Co-Chair in January 2022. 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 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. Since January 2025, Mr. Zelter has served as President of AGM, overseeing operating and key strategic initiatives across its asset management and retirement services businesses. Mr. Zelter previously served as a member and Co-Chair of AAM’s board of directors, a private company since September 2023, from March 2021 to January 2025 and from January 2022 to January 2025, respectively. He also served as Co-President of AAM from January 2018 to January 2025, 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 to January 2025. 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. Gary Cohn is the Lead Independent Director, Chair of the executive committee and Chair of the nominating and corporate governance committee of AGM’s board of directors. He was appointed to the AGM board of
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directors effective April 21, 2025. Since 2021, Gary Cohn has served as Vice Chairman of IBM, working with the other IBM Executive Leadership Team members on a wide range of business initiatives and external engagement in areas including business development, public advocacy and client relationship management. Mr. Cohn previously served as Assistant to the President for Economic Policy and Director of the National Economic Council from January 2017 to April 2018. As chief economic advisor to the President, Mr. Cohn managed the administration’s economic policy agenda and led the successful effort to grow the U.S. economy, create jobs and increase wages through tax and regulatory reform. Prior to his White House tenure, Mr. Cohn was President and Chief Operating Officer of The Goldman Sachs Group, Inc. from 2006 to 2016. He joined Goldman Sachs in 1990 and held several other leadership positions including Global Co-Head of the Equities and Fixed Income, Currency and Commodities Division. Mr. Cohn is a member of the Systemic Resolution Advisory Committee (SRAC) of the Federal Deposit Insurance Corporation (FDIC). Mr. Cohn also currently serves on a number of boards of directors of several privately held companies. Mr. Cohn is a member of the Board of Trustees of NYU Langone Health, serves as Chairman of the Advisory Board for the NYU Langone Orthopedic Hospital and serves on the Board of Overseers of the NYU Tandon School of Engineering. Mr. Cohn holds a B.S. degree from American University. Mr. Cohn’s extensive experience in the financial services industry and economic and tax policy expertise 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 board of directors of Playtika, where he serves as Chair of the Audit Committee and a member of the Nominating and Corporate Governance Committee, as well as the boards of directors of 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 Exela Technologies, 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. 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 to 2022. Dr. Healey served as the President of Babson College from 2013 to 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.
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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 Kaplan Martin since July 2024. Ms. Hormozi was a partner at Walden Macht & Haran LLP from January 2020 to June 2024. 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. Brian Leach is an independent director and a member of the audit and nominating and corporate governance committees of AGM’s board of directors. He was appointed to AGM’s board of directors effective March 1, 2025. Mr. Leach has served as a director of AHL since August 2016, and is a member of AHL’s risk and audit committees. From 2013 to 2015, Mr. Leach served as Head of Franchise Risk & Strategy at Citigroup with responsibility for managing all of Citibank’s global risk, audit, compliance and strategy. From 2008 to 2012, Mr. Leach served as the Chief Risk Officer of Citibank. In 2005, Mr. Leach, together with several former colleagues from Morgan Stanley, formed Old Lane and from 2005 to 2008, Mr. Leach served as Old Lane’s co-Chief Operating Officer and Chief Risk Officer. Prior to that, Mr. Leach worked his entire post-graduate career at Morgan Stanley encompassing running a successful proprietary trading business and culminating as the Risk Manager of the Institutional Securities Business reporting directly to its President. During his time with Morgan Stanley, Mr. Leach was seconded to Long-Term Capital Management (LTCM) for approximately one year. During that time, he was one of six managers selected by a consortium of 14 global financial institutions to manage the liquidation of LTCM. Mr. Leach serves on the Advisor Investment Committee of Mountain Capital. Mr. Leach has a B.A. in economics from Brown University and an M.B.A. from Harvard Business School. Mr. Leach has been awarded Risk Manager of the Year on two separate occasions: the first by Risk Magazine for his work in restructuring the hedge fund LTCM and the second by the Global Association of Risk Professionals for his work in restructuring Citigroup after the global financial crisis. Mr. Leach’s extensive experience in risk management and financial services makes him a valuable member 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 served as Chair of the audit committees of AGM and AAM until June 2023. Ms. Richards also served as a member of the conflicts committee of AAM’s board of directors from October 2020 to December 2021. Ms. Richards also serves as a member of the Audit and Governance Committees of the board of directors of Wyndham Hotels and Resorts. Since 2024, Ms. Richards has also served as a director of Generational Reinsurance (ISA) Limited. 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.
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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 2024 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 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 Xylem Inc., 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 is an independent director and a member of the sustainability and corporate responsibility committee of AGM. He was appointed to the AGM board in March 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 |
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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.
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| | Beilinson | Belardi | Bibliowicz | Cohn | Healey | Hormozi | Joyner | Kleinman | Leach | Richards | Rowan | Simon | Swann | Toomey | Zelter | | Skills and 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* | 3 | 3 | 3 | <1 | 4 | 3 | 4 | 4 | <1 | 14 | 14 | 4 | 3 | 2 | 4 | | Gender | M | M | F | 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 | ● | ● | ● | ● | ● | | | ● | ● | | ● | ● | | ● | ● |
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| * Includes tenure on legacy AGM Board of Directors |
Corporate Governance Practices
| What We Do | | What We Don’t Do | | | ☑ | Align pay with performance, with an emphasis on variable compensation, long-term stock ownership, and participation in performance fee income | ☒ | No new compensation in 2024 for AAM Co-President Scott Kleinman, other than base salary, per his 2021 compensation arrangement | | ☑ | Align NEOs with stockholders and investors through: | ☒ | Our compensation programs do not encourage imprudent risk taking |
Corporate Governance Practices
| What We Do | | What We Don’t Do | | | | – Equity ownership and participation in performance fee income | ☒ | No significant retirement or pension benefits | | | – Significant personal investments in AGM common stock and Apollo funds | ☒ | No single-trigger change in control severance payments | | | – Non-compete and non-solicit covenants | ☒ | No excise tax gross-ups | | ☑ | Meaningful share ownership guidelines covering all NEOs | | | | ☑ | Maintain 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 | | |
Stockholder Outreach
| • | Expressed support for our use of carried interest-based compensation given its strong alignment with long-term performance. |
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 a portion of annual compensation in the form of equity-based grants that are subject to vesting. Long-Term Performance and Commitment. Most of our professionals (including Messrs. Kelly and Belardi) 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. Ms. Chatterjee was also issued RSUs in connection with the commencement of her employment in 2023. 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 our 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 vest based on both the executives’ continued service and the achievement of performance fee hurdles, 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 the vesting of these RSUs 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 our stockholders and the investors in the funds we manage. 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”), either 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 2024, 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. 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:
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. Certain other RSU awards are subject to the achievement of performance fee hurdles within prescribed periods or 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. |
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. |
Fiscal 2024 Compensation for Named Executive Officers
A portion of the performance fees distributed by certain of the legacy investment funds we manage is required to be used by our employees who have dedicated rights to participate in those amounts to purchase restricted shares of common stock. This practice further promotes alignment with our stockholders and motivates participating professionals to maximize the success of the Company as a whole. In 2024, Mr. Kleinman received a grant of restricted shares of common stock as a result of his participation in performance fee programs that require a portion of the performance fee amounts to be used to purchase restricted shares of common stock. The restricted shares acquired with these performance fee amounts vest in three equal annual installments from a vesting date specified at the time of the award and participate in any distributions made on shares of common stock. The number of restricted shares that were granted in 2024 was determined pursuant to the formula prescribed by the applicable performance fee program, which converts the specified portion of the performance fee income to be paid or distributed into a number of shares based on the volume-weighted average price of common stock as of a prescribed date in the applicable calendar quarter. In accordance with applicable rules, both the Summary Compensation Table and Grants of Plan-Based Awards Table include the restricted shares acquired by our named executive officers in 2024 in respect of performance fee amounts received. Performance Fees: Incentive Pool. Our performance-based incentive arrangement, referred to as the incentive pool, further aligns the overall compensation of certain of our professionals to the realized performance of our business. The incentive pool provides for compensation based on realized performance fees and enhances our capacity to offer competitive compensation opportunities to our professionals. “Realized performance fees” refers to performance fees earned by the general partners of the funds we manage under the applicable fund limited partnership agreements, based upon transactions that have closed or other rights to incentive income cash that have become fixed in the applicable calendar year period. During 2024, after considering various factors, including Company profitability, management company cash requirements and anticipated future costs, the Company, in its discretion, determined the amount of the realized performance fees to place into the incentive pool. The incentive pool consists of an amount equal to at least 1% of the realized performance fees attributable to profits generated after creation of the incentive pool that were taxable in the applicable year and not allocable to dedicated performance fee entitlements. Each participant in the incentive pool is entitled to receive, as a mandatory component of participation in the incentive pool, his or her pro rata share of this 1% amount each year, provided the participant remains employed by us at the time of allocation and the pool is funded. Of our named executive officers, only Mr. Kelly and Ms. Chatterjee received incentive pool performance fees in 2024. The Compensation Committee determined that Mr. Kelly’s and Ms. Chatterjee’s annual distribution from the incentive pool would include an allocation that was based on the Company’s performance and the Compensation Committee’s determination of their individual contributions to the Company’s performance. In determining Mr. Kelly’s and Ms. Chatterjee’s annual performance fee incentive awards, the Compensation Committee considered the type, scope and level of their responsibilities, their corporate citizenship, enterprise-wide financial performance, their overall contributions to our success, the appropriate balance between incentives for long-term and short-term performance, competitive market dynamics and the compensation paid to their peers within AGM. Partnership Interest Revenue Sharing. Mr. Belardi owns a partnership interest in the parent of ISG, an indirect subsidiary of AGM that manages investments for Athene, which he has held since he founded ISG in 2009. Mr. Belardi received the partnership interest in his capacity as the founder of ISG and it provides for quarterly distributions equal to 3.35% of base management fees and 4.5% of subadvisory fees. This revenue sharing arrangement creates alignment and promotes long-term investment in the ISG business to support future growth and, because the relevant percentages are fixed, the amounts Mr. Belardi receives as distributions on his partnership interest do not increase unless the Company’s revenues have increased. Mr. Belardi’s ISG partnership interest continues to motivate Mr. Belardi to further develop highly valuable business lines and to further develop and grow Athene’s business. Over the previous 16 years during which Mr. Belardi has served as Chairman and Chief Executive Officer of AHL and Chief Investment Officer of ISG, Athene has grown from a new company to the leading provider of annuities in the U.S. retirement market with gross invested assets of $327 billion as of December 31, 2024. This significant long-term growth has resulted in increased earnings for AHL. In 2024, Athene generated nearly $3.2 billion of Spread Related Earnings, net of fees paid for services from ISG, and this metric has compounded by 15% per year on average over the past ten years. Mr. Belardi’s partnership interest in ISG predated our Compensation Committee and because it is a vested interest and the distribution amounts are formulaic, the Compensation Committee does not have the discretion to adjust or reduce the distributions. For additional discussion, please see “—Employment and Partnership Interest Agreements with AHL Chairman and Chief Executive Officer, James R. Belardi,” below. RSUs: Long-Term Incentive. We award RSUs to our named executive officers (excluding Messrs. Rowan and Kleinman) to enhance their alignment with our stockholders. In early 2024, we granted annual awards of RSUs subject to service-based vesting, which had been approved by the Compensation Committee, to Messrs. Belardi and Kelly. The terms, conditions and grant date target value of each of these RSU awards were unchanged from the NEO’s prior year award. We periodically grant other RSU awards to align with market pay and reward exceptional performance. In December 2024, the Compensation Committee approved a $10 million RSU grant to Mr. Kelly to recognize his performance (including his contributions to our 2024 Investor Day), support his retention, recognize his tenure and commitment to Apollo and more closely align his pay with our peer group. The award will be considered when making annual compensation determinations for Mr. Kelly for the next three years, and is intended to provide $3.3 million per year over such period. These RSUs are subject to the achievement of performance fee hurdles within prescribed periods, as described above, and the delivery of the underlying shares will not occur before 2028. If Mr. Kelly voluntarily resigns prior to December 31, 2027, delivery of the shares underlying the vested RSUs will not occur until 2030. RSUs: Annual Incentive Bonus. In addition to receiving RSUs as a long-term incentive, Mr. Belardi receives his annual incentive bonus award in the form of RSUs that vest in two equal annual installments. Mr. Belardi’s annual incentive award was established with a target value of $1,850,000. In 2024, the Compensation Committee approved the financial, operational and other performance objectives that would determine his annual incentive bonus RSUs to be granted in consideration for his services performed in that year, as further described below.
Employment Agreements
Employment Agreements Our NEOs are each party to employment agreements, as summarized below. 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.”
Employment Agreement with Chief Executive Officer, Marc Rowan
Employment Agreement with Chief Executive Officer, Marc Rowan On January 30, 2025, we entered into a new employment, non-competition and non-solicitation agreement with Marc Rowan, our Chief Executive Officer, which governs Mr. Rowan’s employment for the next five years. Under this agreement, Mr. Rowan’s annual base salary is $100,000 and he is eligible for an annual allocation of performance fee income, each year for five years, with a target annual value of $10,000,000, subject to one-year vesting. Mr. Rowan deferred the initial amount of such performance fee income for three years, enhancing alignment with Apollo. Mr. Rowan’s compensation will continue to be below the 25th percentile of our peer group.
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.
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 agreement governs his compensation through December 31, 2026. 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 promotes long-term growth and 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. Employment and Partnership Interest Agreements with AHL Chairman, Chief Executive Officer and Chief Investment Officer, and ISG Chief Executive 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 2025 in the form of RSUs for services performed in 2024). 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, 2025, 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 arrangement creates alignment and promotes long-term investment 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 2024 Summary Compensation Table pursuant to SEC rules.
Employment Agreement with Chief Legal Officer, Whitney Chatterjee
Employment Agreement with Chief Legal Officer, Whitney Chatterjee On February 20, 2023, we entered into an employment, non-competition and non-solicitation agreement with Whitney Chatterjee, our Chief Legal Officer. Pursuant to her agreement, Ms. Chatterjee is entitled to an annual base salary of $650,000, and she is eligible for an annual bonus.
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, and identify and review the compensation peer group. Semler Brossy conducts the annual compensation-related risk assessment and annual peer group review and provides the Compensation 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.
Certain Equity Grant Practices
Certain Equity Grant Practices We do not currently grant awards of stock options or stock appreciation rights. We do not take material nonpublic information into account when determining the timing and terms of such an award, and do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
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, 2024. For Mr. Kleinman, 2024 amounts in the “Stock Awards” column relate to legacy performance fee programs in which he had vested before 2024 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 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Marc Rowan, Chief Executive Officer | 2024 | 100,000 | — | — | 663,381 | 763,381 | | | 2023 | 100,000 | — | — | 220,760 | 320,760 | | | 2022 | 100,000 | — | — | 210,011 | 310,011 | | Martin Kelly, Chief Financial Officer | 2024 | 1,000,000 | — | 12,486,557 | 1,048,585 | 14,535,142 | | | 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 | | Scott Kleinman, Co-President of AAM | 2024 | 100,000 | — | 4,157,006 | 10,199,641 | 14,456,647 | | | 2023 | 100,000 | — | 4,219,954 | 11,075,543 | 15,395,497 | | | 2022 | 100,000 | — | 3,976,560 | 8,081,234 | 12,157,794 | | James Belardi, Chairman, Chief Executive Officer and Chief Investment Officer of AHL | 2024 | 1,875,000 | — | 7,327,830 | 52,964,779 | 62,167,609 | | | 2023 | 1,875,000 | — | 6,690,787 | 42,216,981 | 50,782,768 | | | 2022 | 1,741,141 | 209,326(3) | 6,428,865 | 36,316,113 | 44,695,445 | | Whitney Chatterjee, Chief Legal Officer | 2024 | 650,000 | — | — | 2,130,801 | 2,780,801 |
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 2024. For Mr. Kleinman, amounts shown relate to legacy performance fee programs in which he had vested before 2024 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 15 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 for further information concerning the assumptions made in valuing our RSU awards. |
Summary Compensation Table
| (2) Amounts included for 2024 represent, in part, actual incentive pool cash distributions of $750,000 for Mr. Kelly and $1,850,000 for Ms. Chatterjee, realized carry cash distributions of $46,566 for Mr. Kelly, $10,199,641 for Mr. Kleinman and $30,801 for Ms. Chatterjee and partner benefits stipends of $250,000 for each of Mr. Kelly and Ms. Chatterjee. For Mr. Belardi, the amount includes distributions on his ISG partnership interest totaling $51,350,951, amounts in respect of his ISGI profits entitlement totaling $1,561,742, and fees paid by AHL for tax preparation services of $31,386. AHL maintains a corporate aircraft for efficiency and business planning purposes. Mr. Belardi used the corporate aircraft for two personal flights in 2024 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) shall not exceed $120,000 in any AHL fiscal year. The “All Other Compensation” column for 2024 also includes costs relating to Company-provided cars and drivers with enhanced security measures for the business and personal use of Mr. Rowan. |
Summary Compensation Table
| Mr. Rowan’s personal use cost was approximately $642,501. We provide these benefits because we believe that their cost is outweighed by the added security, increased efficiency, convenience and confidentiality that they offer and are also in the interests of the Company and its stockholders given the critical value Mr. Rowan provides to the Company. 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 2024 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 2024 cost of excess liability insurance provided to our named executive officers falls below this threshold. Mr. Kleinman did not receive perquisites or personal benefits in 2024, except for incidental benefits having an aggregate value of less than $10,000. Our named executive officers also receive secretarial support with respect to personal matters, for which we incur no incremental cost. Accordingly, no such amounts are included in the Summary Compensation Table. |
Summary Compensation Table
| (3) This amount represents the January 2022 payout of the supplemental cash bonus that had been awarded to Mr. Belardi by the AHL compensation committee in February 2021. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table presents information regarding RSUs and restricted shares granted to our named executive officers under our 2019 Omnibus Equity Incentive Plans in 2024. No options were granted to a named executive officer in 2024.
Grants of Plan-Based Awards
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | Grant Date Fair Value or Modification Date Incremental Fair Value of Stock and Option Awards ($)(2) | | Marc Rowan | — | — | — | | Martin Kelly | February 9, 2024 | 29,249 | 2,955,283 | | | February 9, 2024 | 10,480 | 1,123,317 | | | December 20, 2024 | 56,872 | 8,407,956 | | Scott Kleinman | February 15, 2024 | 6,738 | 718,675 | | | May 15, 2024 | 2,100 | 233,479 | | | August 14, 2024 | 12,202 | 1,312,315 | | | November 14, 2024 | 12,093 | 1,892,536 | | James Belardi | February 9, 2024 | 19,615(3) | 2,102,532 | | | February 9, 2024 | 48,748(4) | 5,225,298 | | Whitney Chatterjee | — | — | — |
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 9, 2024 or December 20, 2024), all awards were restricted shares granted in respect of performance fee entitlements which were all entered into prior to 2022. |
Grants of Plan-Based Awards
| (2) Represents the aggregate grant date fair value of the RSUs and restricted shares granted in 2024, 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. |
Grants of Plan-Based Awards
| (3) Represents the grant made in respect of Mr. Belardi’s annual incentive award. |
Grants of Plan-Based Awards
| (4) Represents the grant made in respect of Mr. Belardi’s long-term award. |
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, 2024. Mr. Belardi is our only named executive officer who held options at fiscal year-end, which options were granted before 2022.
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 | February 11, 2020 | RSUs | — | — | 31,564(3) | 5,213,110 | | | February 19, 2021 | RSUs | — | — | 23,412(4) | 3,866,726 | | | August 16, 2022 | Restricted Shares | 3(5) | 495 | — | — | | | November 15, 2022 | Restricted Shares | 4(6) | 661 | — | — | | | February 10, 2023 | RSUs | 5,024(7) | 829,764 | — | — | | | February 16, 2023 | Restricted Shares | 3(8) | 495 | — | — | | | May 18, 2023 | Restricted Shares | 222(9) | 36,666 | — | — | | | February 9, 2024 | RSUs | — | — | 29,249(10) | 4,830,765 | | | February 9, 2024 | RSUs | 6,987(11) | 1,153,973 | — | — | | | December 20, 2024 | RSUs | — | — | 56,872(3) | 9,392,980 | | Scott Kleinman | December 1, 2021 | RSUs | | | 1,000,000(12) | 165,160,000 | | | December 1, 2021 | RSUs | 2,000,000(13) | 330,320,000 | — | — | | | May 16, 2022 | Restricted Shares | 3,028(14) | 500,104 | — | — | | | August 16, 2022 | Restricted Shares | 153(15) | 25,269 | — | — | | | August 16, 2022 | Restricted Shares | 931(15) | 153,764 | — | — | | | November 15, 2022 | Restricted Shares | 242(6) | 39,969 | — | — | | | November 15, 2022 | Restricted Shares | 1,124(6) | 185,640 | — | — | | | February 16, 2023 | Restricted Shares | 301(8) | 49,713 | — | — | | | February 16, 2023 | Restricted Shares | 4,770(8) | 787,813 | — | — | | | May 18, 2023 | Restricted Shares | 14,070(9) | 2,323,801 | — | — | | | May 18, 2023 | Restricted Shares | 1,058(9) | 174,739 | — | — | | | August 16, 2023 | Restricted Shares | 7,890(16) | 1,303,112 | — | — | | | November 15, 2023 | Restricted Shares | 5,850(17) | 966,186 | — | — | | | February 15, 2024 | Restricted Shares | 4,492(18) | 741,899 | — | — | | | May 15, 2024 | Restricted Shares | 2,100(19) | 346,836 | — | — | | | August 14, 2024 | Restricted Shares | 12,202(20) | 2,015,282 | — | — | | | November 14, 2024 | Restricted Shares | 12,093(21) | 1,997,280 | — | — | | James Belardi | February 10, 2023 | RSUs | 23,366(7) | 3,859,129 | — | — | | | February 9, 2024 | RSUs | 32,499(11) | 5,367,535 | — | — | | | February 9, 2024 | RSUs | 9,808(22) | 1,619,889 | — | — | | Whitney Chatterjee | August 4, 2023 | RSUs | 109,994(23) | 18,166,609 | — | — |
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 | 67,430 | — | 40.60 | February 22, 2031 |
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 $165.16, the closing price of a share of common stock on the last trading day of 2024. |
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 $165.16, the closing price of a share of common stock on the last trading day of 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (3) RSUs that vest on January 1, 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. |
Outstanding Equity Awards at Fiscal Year-End
| (4) RSUs that vest in substantially equal annual installments on January 1 of each of 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. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Restricted shares that vest on May 15, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (6) Restricted shares that vest on August 15, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (7) RSUs that vest on December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (8) Restricted shares that vest on November 15, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (9) Restricted shares that vest in substantially equal annual installments on February 15 of each of 2025 and 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (10) RSUs that vest in substantially equal annual installments on January 1 of each of 2025, 2026 and 2027, 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. |
Outstanding Equity Awards at Fiscal Year-End
| (11) RSUs that vest in substantially equal annual installments on December 31 of each of 2025 and 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (12) RSUs that vest on April 1, 2027, subject to achievement of aggregate Fee Related Earnings and Spread Related Earnings targets. |
Outstanding Equity Awards at Fiscal Year-End
| (13) RSUs that vest on January 1, 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (14) Restricted shares that vest on February 15, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (15) Restricted shares that vest on May 15, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (16) Restricted shares that vest in substantially equal annual installments on May 15 of each of 2025 and 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (17) Restricted shares that vest in substantially equal annual installments on August 15 of each of 2025 and 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (18) Restricted shares that vest in substantially equal annual installments on November 15 of each of 2025 and 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (19) Restricted shares that vest in substantially equal annual installments on February 15 of each of 2025, 2026 and 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (20) Restricted shares that vest in substantially equal annual installments on May 15 of each of 2025, 2026 and 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (21) Restricted shares that vest in substantially equal annual installments on August 15 of each of 2025, 2026 and 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (22) RSUs that represent a 2023 annual incentive award that is dollar-denominated but by its terms is payable in RSUs that vest on December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (23) RSUs that vest in substantially equal annual installments on January 1 of each of 2025 and 2026. |
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 2024 and the number of vested RSUs that were granted during 2024. 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 2024 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 2024.
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 | 79,456 | 8,304,069 | | | Restricted Shares | 648 | 77,021 | | Scott Kleinman | Restricted Shares | 88,569 | 11,140,730 | | James Belardi | RSUs | 93,150 | 15,134,055 | | Whitney Chatterjee | RSUs | 54,997 | 5,022,876 |
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 2024 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. |
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation
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 | — | — | 12,408,564 | — | 28,475,731 | | Scott Kleinman | — | — | 215,910,000 | — | 495,480,000 | | James Belardi | — | — | — | — | — | | Whitney Chatterjee | — | — | — | — | — |
Non-Qualified Deferred Compensation
| (1) Reflects the net increase in stock price in 2024 of shares underlying vested RSUs that have a delayed settlement date. |
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, 2024, by the 2024 closing market price of $165.16. 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 terminates employment other than for cause before December 31, 2026, settlement is conditioned on his execution and non-revocation of a release of claims in favor of the Company and his continued compliance with any applicable restrictive covenants. Of the amounts shown in this column, $10,237,884 and $178,140,000 appeared in the Summary Compensation Table for fiscal year 2021 (under 2021 Stock Awards), representing the grant date fair value of the associated RSUs for Messrs. Kelly and Kleinman, respectively. |
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 employment, he is required to refrain from soliciting employees or interfering with our relationships with investors and, for 18 months after employment, 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, 2024, 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. We may terminate Ms. Chatterjee’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. Ms. Chatterjee is required to protect the confidential information of Apollo both during and after employment. In addition, to the extent consistent with applicable rules, she is obligated to refrain from soliciting our employees, investors or other business relations until 24 months after employment and from competing with us until nine months after employment.
Potential Payments upon Termination or Change in Control
The following table lists the estimated amounts that would have been payable to each of our named executive officers under his or her 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, 2024, and that the price per share was $165.16, which was the closing price of a share of common stock on the last trading day of the year. As described above and in footnote 4 below, Mr. Belardi also would have been eligible to receive an amount in redemption of his ISG partnership interest in connection with certain terminations of his employment.
Potential Payments upon Termination or Change in Control
| Name | Reason for Employment Termination | Estimated Value of Cash Payments ($)(1) | Estimated Value of Equity Acceleration ($)(2) | | Marc Rowan | Cause | — | — | | | Death, disability | — | — | | Martin Kelly | Without cause | 513,107 | 19,159 | | | By executive for good reason | 513,107 | — | | | Death, disability | — | 11,373,578 | | Scott Kleinman | Without cause(3) | — | 336,125,704 | | | Death, disability | — | 253,545,704 | | James Belardi | Without cause or by executive for good reason(4) | 5,905,293 | — | | | Death, disability(4) | 3,920,243 | 10,846,553 | | Whitney Chatterjee | Death, disability | — | 18,166,609 |
Potential Payments upon Termination or Change in Control
| (1) This amount would have been payable to the named executive officer had his or her 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, 2024. |
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 or her employment terminated in the circumstances described in the column “Reason for Employment Termination” on December 31, 2024, based on the closing price of a share of common stock on the last trading day of the year ($165.16). 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, 2024. |
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. |
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 $230,851,045 in connection with the applicable involuntary termination on December 31, 2024, 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 2024 Compensation for Named Executive Officers—Partnership Interest Revenue Sharing.” |
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: $763,381 Median employee total annual compensation: $182,781 Ratio of PEO to median employee total annual compensation: 4:1 In determining the median employee, we prepared a list of all employees as of December 31, 2023. Consistent with applicable rules, we used reasonable estimates in the methodology used to identify the median employee. We determined the median employee by reviewing the annualized base salary for 2023 and the annual cash bonus paid in 2023 by employees other than the PEO. SEC rules permit identification of the median employee once every three years, given that we have had no change in our employee population or employee compensation arrangements that we believe would significantly impact our pay ratio disclosure. For 2024, we calculated this median employee’s total annual compensation in the same manner in which we calculated the total annual compensation of the PEO.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (as determined in accordance with the rules prescribed under Item 402(v)) to (i) each individual who has served as our principal executive officer (“PEO”) during any or all of 2020, 2021, 2022, 2023 and 2024 and (ii) our other non-PEO named executive officers (determined as an average, as set forth below) during each of 2020, 2021, 2022, 2023 and 2024, and our financial performance. For more information about our executive compensation program, please refer to the “Compensation Discussion and Analysis” section above.
Pay Versus Performance
| | Summary Compensation Table Total for ($): | | 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($) (3) | | | | 2024 | 763,381 | — | 763,381 | — | 23,485,050 | 84,829,420 | 402 | 215 | 4,480 | 2,063 | | 2023 | 320,760 | — | 320,760 | — | 19,897,799 | 49,502,529 | 224 | 156 | 5,001 | 1,768 | | 2022 | 310,011 | — | 310,011 | — | 17,204,252 | 10,539,452 | 150 | 127 | (1,961) | 1,410 | | 2021 | 302,310 | 356,713 | 302,310 | 356,713 | 223,067,825 | 246,673,294 | 166 | 162 | 1,802 | 1,267 | | 2020 | — | 423,687 | — | 423,687 | 8,846,958 | 8,881,144 | 108 | 115 | 120 | 1,102 |
Pay Versus Performance
| (1) The non-PEO named executive officers in 2024 consist of Messrs. Belardi, Kelly and Kleinman and Ms. Chatterjee, in 2023 and 2022 consist of Messrs. Belardi, Kelly, Kleinman and Suydam, and in 2021 and 2020 consist of Messrs. Civale, Kelly, Kleinman and Zelter (as applicable, the “Non-PEO NEOs”). |
Pay Versus Performance
| (2) “Compensation actually paid” has been calculated in accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K and does not reflect compensation actually earned, realized or received. To calculate the “compensation actually paid,” the following amounts were deducted from and added to the applicable “Summary Compensation Table Total” set forth above. |
Pay Versus Performance
| (3) The Peer Group for these purposes is the Dow Jones U.S. Asset Manager Index. |
Pay Versus Performance
| (4) Our company-selected measure is Fee Related Earnings (“FRE”). FRE is further described in our Annual Report on Form 10-K, including a reconciliation of non-GAAP measures to the corresponding GAAP measure within “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Managing Business Performance-Key Segment and Non-U.S. GAAP Performance Measures-Fee Related Earnings, Spread Related Earnings and Principal Investing Income.” |
Pay Versus Performance
| | Summary Compensation Table Total ($) | Deductions of Reported Equity Values from Summary Compensation Table Total (a) ($) | Equity Award Adjustments to Summary Compensation Table Total (b) ($) | “Compensation Actually Paid” ($) | | Marc Rowan | | | | | | 2024 | 763,381 | — | — | 763,381 | | 2023 | 320,760 | — | — | 320,760 | | 2022 | 310,011 | — | — | 310,011 | | 2021 | 302,310 | — | — | 302,310 | | Leon Black | | | | | | 2021 | 356,713 | — | — | 356,713 | | 2020 | 423,687 | — | — | 423,687 | | Average of Non-PEO Named Executive Officers | | | | | | 2024 | 23,485,050 | (5,992,848) | 67,337,219 | 84,829,420 | | 2023 | 19,897,799 | (4,119,833) | 33,724,563 | 49,502,529 | | 2022 | 17,204,252 | (3,862,211) | (2,802,589) | 10,539,452 | | 2021 | 223,067,825 | (206,199,646) | 229,805,115 | 246,673,294 | | 2020 | 8,846,958 | (6,008,009) | 6,042,195 | 8,881,144 |
Pay Versus Performance
| (a) Represents the grant date fair value of equity-based awards granted in each year, as reflected in the “Stock Awards” column of the Summary Compensation Table above. |
Pay Versus Performance
| (b) Reflects adjustments to the value of Stock Awards, as calculated in accordance with the rules prescribed under Item 402(v) and in accordance with ASC Topic 718, which included the categories of adjustments for each year as set forth below. For additional information regarding the determination of fair value, see Note 7 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 . |
Pay Versus Performance
| | Year End Fair Value of Awards Granted During Year that Remained Outstanding and Unvested at Year End ($) | 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 | | | | | | | | | 2024 | — | — | — | — | — | — | — | | 2023 | — | — | — | — | — | — | — | | 2022 | — | — | — | — | — | — | — | | 2021 | — | — | — | — | — | — | — | | Leon Black | | | | | | | | | 2021 | — | — | — | — | — | — | — | | 2020 | — | — | — | — | — | — | — | | Average of Non-PEO Named Executive Officers | | | | | | | | | 2024 | 6,436,156 | 54,099,951 | 1,264,578 | 3,146,111 | — | 2,390,423 | 67,337,219 | | 2023 | 3,221,302 | 25,586,288 | 1,838,687 | 792,835 | — | 2,285,451 | 33,724,563 | | 2022 | 2,418,692 | (8,434,175) | 1,512,065 | (480,597) | — | 2,181,426 | (2,802,589) | | 2021 | 118,424,882 | 13,410,784 | 95,087,132 | 1,483,123 | — | 1,399,194 | 229,805,115 | | 2020 | 5,460,830 | (1,438,855) | 351,787 | (120,870) | — | 1,789,302 | 6,042,195 |
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, 2023 and 2024 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.
Narrative Disclosure to Pay Versus Performance
| (1) The “Compensation Actually Paid” to Mr. Rowan in 2021, 2022, 2023 and 2024 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. |
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, 2023 and 2024 and our net income performance in 2020, 2021, 2022, 2023 and 2024. (1)
Narrative Disclosure to Pay Versus Performance
| (1) The “Compensation Actually Paid” to Mr. Rowan in 2021, 2022, 2023 and 2024 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. |
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, 2023 and 2024 and the performance of our company-selected measure, Fee Related Earnings, in 2020, 2021, 2022, 2023 and 2024. (1)
Narrative Disclosure to Pay Versus Performance
| (1) The “Compensation Actually Paid” to Mr. Rowan in 2021, 2022, 2023 and 2024 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. |
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.
2024 Director Compensation Table
2024 Director Compensation Table The following table provides the compensation for our independent directors during the year ended December 31, 2024.
2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Walter (Jay) Clayton | 379,375 | 249,898 | 2,500 | 631,773 | | Marc Beilinson | 275,000 | — | — | 275,000 | | Jessica Bibliowicz | 200,000 | — | — | 200,000 | | Michael Ducey | 175,000 | 199,989 | — | 374,989 | | Kerry Murphy Healey | 254,375 | 199,989 | — | 454,364 | | Mitra Hormozi | 250,000 | — | — | 250,000 | | Pamela Joyner | 175,000 | 199,989 | — | 374,989 | | A.B. Krongard | 225,000 | 199,989 | — | 424,989 | | Pauline Richards | 200,000 | 199,989 | 2,500 | 402,489 | | David Simon | 150,000 | 199,989 | — | 349,989 | | Lynn Swann | 175,000 | — | — | 175,000 | | Patrick Toomey | 156,250 | — | — | 156,250 |
2024 Director Compensation Table
| (1) Represents cash amounts earned in 2024 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 2024 and, accordingly, the above figures include amounts that were paid in 2025 but earned in 2024, and exclude amounts that were earned in 2023 and paid in 2024. |
2024 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 October 28, 2024, AGM established an ad hoc committee. For their service on such committee, Dr. Healey and Mr. Clayton each received $4,375, a pro rata portion of the annual committee fee. In 2024, Dr. Healey, Ms. Hormozi and Mr. Clayton served on a second ad hoc committee, for which they each received $25,000, with Dr. Healey receiving an additional $25,000 for her service as chair. In 2024, Mr. Beilinson, Mr. Clayton and Ms. Hormozi served on a third AGM ad hoc committee, for which they each received $25,000, with Mr. Beilinson receiving an additional $25,000 for his service as chair. |
2024 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 15 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 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. Unvested director RSUs are not entitled to dividends or dividend equivalents. As of December 31, 2024, each of our independent directors held RSUs that were unvested and outstanding, in the amounts shown in the “Stock Awards” column. Mr. Clayton and Ms. Joyner elected to defer settlement of the annual RSU grant each received in 2024 until the conclusion of such director’s service on the board. |
2024 Director Compensation Table
| (4) AHL, which is a public company subject to complex, multi-jurisdictional insurance industry regulation, has a robust board of directors that meets at least quarterly, half of the members of which are independent, 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 2024. In addition, Ms. Hormozi received $21,000 and Mr. Swann received |
2024 Director Compensation Table
| $10,500 in 2024 for service on AHL standing committees. In light of his workload and broad responsibilities, Mr. Beilinson received $36,750 in 2024 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 2024, Mr. Beilinson served on an AHL special litigation committee, for which he received $7,500 per month. In addition, Ms. Hormozi received $99,375 for her service on certain AHL subsidiary boards. Accordingly, aggregate fees for their service on the AHL board and its committees in 2024 were as follows: for Mr. Beilinson, $417,752; for Ms. Hormozi, $390,375; and for Mr. Swann, $280,500. For 2024, a $2,500 charitable contribution from an AGM affiliate was made on behalf of each of Mr. Clayton and Ms. Richards as part of the Company’s matching gifts program. |