DEF 14A of Apollo Global Management, Inc.
Filed Apr 24, 2026 · FY20250001193125-26-177321
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 13 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. 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.
PROPOSAL 1—ELECTION OF DIRECTORS
| ✓ | The Board of Directors recommends that the stockholders vote FOR the election of the director nominees listed below. |
BOARD OF DIRECTORS
BOARD OF DIRECTORS The following table sets forth certain information about our director nominees as of the date of this Proxy Statement. There is no family relationship between any director or executive officer. The Board of Directors provides a process for stockholders to send communications to the Board of Directors. See “Corporate Governance—Communications with the Board of Directors and Committees.” 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.
BOARD OF DIRECTORS
| Name | Age | Position(s) | | Marc Rowan | 63 | Chair and Chief Executive Officer | | James Belardi | 69 | Executive Chairman and Chief Investment Officer of AHL and Director | | Scott Kleinman | 53 | Co-President of AAM and Director | | James Zelter | 63 | President and Director | | Gary Cohn | 65 | Lead Independent Director | | Marc Beilinson | 67 | Director | | Jessica Bibliowicz | 66 | Director | | Kerry Murphy Healey | 65 | Director | | Mitra Hormozi | 57 | Director | | Pamela Joyner | 68 | Director | | Brian Leach | 67 | Director | | Lynn Swann | 74 | Director | | Patrick Toomey | 64 | Director |
BOARD OF DIRECTORS
Marc Rowan is a Co-Founder, Chief Executive Officer and Chair of the board of directors of AGM. He is an executive officer of AGM and serves as a member of the executive committee of the AGM board of directors and AGM’s leadership team. From 2009 to August 2025, Mr. Rowan served as a member of the board of directors of Athene Holding Ltd., a Delaware corporation (“AHL” or “Athene”), and a member of the executive committee of the AHL board of directors. 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 55 schools with over 31,000 students throughout Israel’s most diverse and under-served communities. He is an Executive Committee member of the Civil Society Fellowship, a partnership of Anti-Defamation League 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 an executive officer of AGM and a member of AGM’s board of directors. He has served as a member of the AGM board of directors since January 2022. Mr. Belardi is also a member of the executive committee of AGM’s board of directors and AGM’s leadership team. Mr. Belardi is the Co-Founder, Executive Chairman and Chief Investment Officer of AHL. He is also the Chairman of AHL’s Board of Directors and a member of AHL’s executive committee. Mr. Belardi served as AHL’s Chief Executive Officer from May 2009 until July 2025. Under his leadership, AHL grew from a startup to the leading retirement services company, with nearly $400 billion in total assets, annual earnings exceeding $3 billion, and market-leading annuity and reinsurance franchises. He has over 35 years of experience in retirement services, insurance and asset management. In addition, Mr. Belardi is the founder, Chairman and Chief Executive Officer of Apollo Insurance Solutions Group LP (“ISG”), AHL’s investment manager, and is a member of ISG’s board of directors and executive committee. 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 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 provide immense value to AGM’s and AHL’s board of directors. Scott Kleinman is an executive officer of AGM and a member of AGM’s board of directors. He has served as a member of the AGM board of directors since January 2022. Mr. Kleinman is also a member of the executive committee of AGM’s board of directors and a member of AGM’s leadership team. Mr. Kleinman served on the AHL board of directors from December 2018 until November 2023. Mr. Kleinman is Co-President of Apollo Asset Management, Inc. (f/k/a Apollo Global Management, Inc.), a Delaware corporation (“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 has served as President of AGM since January 2025 and is a member of AGM’s board of directors. He has served as a member of the AGM board of directors since January 2022. As President, Mr. Zelter is responsible for overseeing operations and key strategic initiatives across AGM’s asset management and retirement services businesses. Mr. Zelter is also an executive officer of AGM, a member of the executive committee of AGM’s board of directors, and a member of AGM’s leadership team. 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. Mr. Zelter previously 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 DIRECTORS
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 enhance 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 has served as a member of the AGM board of directors since April 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 of the United States 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 an internationally recognized expert on financial markets, economic policy and global economy. He brings extensive leadership experience in building and managing global businesses, with deep expertise in corporate strategy, financial and operational oversight and driving growth in complex, client centric organizations. Mr. Cohn is a member of the Systemic Resolution Advisory Committee of the Federal Deposit Insurance Corporation. Mr. Cohn also currently serves on the board of directors of several privately held companies. Mr. Cohn is a member of the Board of Trustees of the New York University (“NYU”) Langone Health and serves as Chairman of the Advisory Board for the NYU Langone Orthopedic Hospital. 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 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 has served as a member of the AGM board of directors since 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 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 and several privately held companies. Mr. Beilinson has previously served on the boards of directors 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 an independent director and Chair of the audit committee of AGM’s board of directors. She has served as a member of the AGM board of directors since 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 make her a valuable member of AGM’s board of directors.
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 has served as a member of the AGM board of directors since 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, 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. 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 Bahrain. Dr. Healey’s public service experience and her role in government make her a valuable member of AGM’s board of directors. Mitra Hormozi is an independent director and a member of the compensation and sustainability and corporate responsibility committees of AGM’s board of directors. She has served as a member of the AGM board of directors since 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 has served as a member of the AGM board of directors since 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 until May 2023. 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 previously served on the board of Sharper Image Corp. 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 make 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 has served as a member of the AGM board of directors since March 2025. Mr. Leach has served as a director of AHL since August 2016, and is a member of AHL’s risk and audit committees. Mr. Leach previously served on AHL’s conflicts committee from 2024 to 2025. 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.
BOARD OF DIRECTORS
Lynn Swann is an independent director and a member of the compensation committee of AGM’s board of directors. He has served as a member of the AGM board of directors since January 2022. Mr. Swann has also served as an independent director of AHL since September 2020, where he serves as a member of the legal and regulatory committee, and, since May 2025, as a member of the risk 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 board of directors of American Homes 4 Rent and several privately held companies. 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 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’s board of directors. He has served as a member of the AGM board of directors since 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 as his experience in the financial services industry, make him a valuable member of AGM’s board of directors.
Financial Performance Highlights in 2025(2)
| Strong Execution Across Key Performance Indicators | | | | | | | 2025 Result | YoY Growth | | Asset Management | Fee Related Earnings | $2.5B | 23% | | Retirement Services | Spread Related Earnings | $3.4B | 4% | | Principal Investing | Principal Investing Income | $0.3B | 25% | | Origination & Capital Formation | Origination | $309B | 39% | | | Total Organic Inflows | $182B | 20% | | | Global Wealth Fundraising | $18B | 50% |
Compensation Philosophy
| Attract and retain outstanding professionals in a competitive market | Align long-term interests of employees with stockholders and fund investors | Encourage firmwide orientation and ownership mindset |
Compensation Philosophy
| Link pay to long-term performance and fund outcomes | Discourage excessive risk-taking and support sustainable value creation |
Our Executive Pay Practices
| What We Do | | What We Don’t Do | | | ☑ | Align NEOs with stockholders and investors through: | ☒ | No significant retirement or pension benefits | | | - Equityownership and participation in performance fee income | ☒ | No single-trigger change in control severance payments | | | - Significantpersonal investments in AGM common stock and Apollo funds | ☒ | No excise tax gross-ups | | | - Non-competeand non-solicit covenants | | | | ☑ | Align pay with performance, with an emphasis on variable compensation, long-term stock ownership, and participation in performance fee income | | | | ☑ | Meaningfulshare 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 (for all NEOs) following a financial restatement | | |
Compensation Consultant
Compensation Consultant The Compensation Committee retains an independent executive compensation consulting firm, Semler Brossy Consulting Group, LLC (“Semler Brossy”), to advise on competitive practices and industry trends, recommend compensation program design improvements, review and assess the effectiveness of our compensation practices, identify and evaluate compensation elements or situations that may raise material risks, review the compensation peer group and provide advice on compensation amounts and other benchmarking. Semler Brossy regularly participates in Compensation Committee meetings. For 2025, 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. After reviewing the relevant factors, the Compensation Committee determined that the work of Semler Brossy and its employees does not create any conflicts of interest under applicable SEC and NYSE rules.
Stockholder Advisory Vote Regarding Executive Compensation
| ✓ | Pay-for-performance philosophy and emphasis on long-term compensation |
Stockholder Advisory Vote Regarding Executive Compensation
| ✓ | Use of carried interest in directly linking executive compensation to long-term fund performance and stockholder value creation |
Stockholder Advisory Vote Regarding Executive Compensation
| ✓ | Significant and sustained equity ownership by our executives, reinforcing alignment with long-term stockholder value |
Stockholder Outreach
| • | Expressed support for our use of carried interest-based compensation given its strong alignment with long-term performance for fund investors and stockholders; |
Overview of Compensation Elements
| Compensation Element | Structure | Purpose | | Base Salary | Messrs. Rowan and Zito receive an annual base salary of $100,000; the other NEOs’ base salaries are generally based on market practice, including higher fixed compensation for individuals in control functions to reinforce their focus on risk management | Provides a stable level of income and is generally modest relative to total compensation | | Restricted Stock Units (RSUs) | Equity awards subject to time and/or performance-based vesting and, in some instances, delayed delivery features | Aligns executives with long-term stockholder value creation and promotes sustained performance and retention | | Carried Interest / Performance Fees | Participation in fund-level carried interest or incentive fee arrangements, earned based on overall fund performance; generally payable only upon a realization event and, for drawdown-style funds, generally subject to performance-based clawback after payment | Directly links incentives to long-term investment performance and value creation for fund investors and stockholders, while remaining at risk |
Compensation Practices Specific to Our Industry
We target sharing 65% to 75% of the performance fees that are earned from investment funds we manage with Apollo employees across all groups, in connection with our multi-year initiative to shift our compensation mix for senior employees generally, toward greater performance fee income. The portion of performance fees not allocated to our employees remains with Apollo for reinvestment in our businesses or may be returned to our stockholders through dividends or share repurchases. The value of our participating employees’ performance fee entitlements increases as the profit earned by the investment fund increases, and we believe that the lack of a predetermined maximum dollar value on this growth is both industry standard and important to aligning our employees with our fund investors. Introducing an artificial dollar value limit for carry awards could disincentivize sustained fund outperformance, which would not align with the interests of our investors and our business. We currently have two principal types of performance fee programs, which we refer to as “dedicated” and “incentive pool.” Performance Fees: Dedicated. Messrs. Kelly, Belardi and Zito, and Ms. Chatterjee, have historically been awarded rights to participate in a dedicated percentage of the performance fee income earned by the general partners of certain funds that we manage, but Messrs. Belardi and Zito do not receive new rights to performance fee awards. In 2025, Messrs. Kelly and Zito, and Ms. Chatterjee, received distributions on vested dedicated performance fee rights. Dedicated performance fee rights in the private equity funds we manage are typically subject to vesting conditions, which rewards long-term commitment to the Company, thereby enhancing the alignment of participants’ interests with that of the Company. Unlike Messrs. Rowan, Belardi and Zito, Mr. Kelly and Ms. Chatterjee received new performance fee rights in 2025. Messrs. Rowan, Kelly, and Zito and Ms. Chatterjee also participate in a program under which accrued performance fees may be notionally invested by participants in a fund we manage until they are paid, although Mr. Zito’s only outstanding award under that program was granted in 2022. Rights to payments under the program vest after three years (after one year for Mr. Rowan), subject to continued employment, with payments made shortly after vesting (in Mr. Rowan’s case, his payment in respect of 2025 was deferred for another two years). As with other amounts distributed in respect of other performance fees, our financial statements characterize performance fee income allocated to participating professionals in respect of their dedicated performance fee rights as compensation. Unlike dividends, amounts paid in respect of dedicated performance fees are included in the “All Other Compensation” column of the Summary Compensation Table for the fiscal year in which such fees were paid. We generally require employees who have dedicated rights to participate in the performance fees distributed by certain of the investment funds we manage to use a portion of the amounts to purchase restricted shares of common stock, or we distribute a portion in the form of RSUs. This practice further promotes alignment with our stockholders and motivates participating professionals to maximize the success of the Company as a whole. In 2025, Mr. Zito received RSUs as a result of his participation in performance fee programs that require a portion of the performance fee amounts to be settled in the form of RSUs or other equity-based awards. The RSUs received by Mr. Zito in respect of these performance fee amounts generally vest in three equal annual installments and he is eligible for dividend equivalents in respect of such awards. In accordance with applicable rules, both the Summary Compensation Table and Grants of Plan-Based Awards Table include the RSUs acquired by Mr. Zito in 2025 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 2025, 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 2025. 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.
Compensation Practices Specific to Our Industry
Founder 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 also increased. Over the previous 17 years during which Mr. Belardi has served as Chairman and Chief Executive Officer and Chief Investment Officer of AHL and Chief Executive 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 $387 billion as of December 31, 2025. This significant long-term growth has resulted in increased earnings for AHL. In 2025, Athene generated nearly $3.4 billion of Spread Related Earnings, net of fees paid for services from ISG, and this metric has compounded by 19% per year on average since 2016. 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 Executive Chairman and Chief Investment Officer and ISG Chief Executive Officer, James R. Belardi,” below. RSUs: Long-Term Incentive. We award RSUs to our named executive officers (excluding Mr. Rowan) to enhance their alignment with our stockholders. RSU awards provide rights to receive shares of common stock and, in some instances, dividend equivalents on those shares. In early 2025, we granted annual awards of RSUs subject to service-based vesting, which were approved by the Compensation Committee, to Messrs. Belardi and Kelly, and as noted above, Mr. Zito was also granted RSUs subject to service-based vesting under the performance fee program for credit professionals in which he participates pursuant to his employment agreement. We periodically grant other RSU awards to align with market pay and reward exceptional performance. 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 April 2025, 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. For 2025, the Compensation Committee established that: (i) 25% of Mr. Belardi’s target annual incentive bonus RSU award would be based on a combination of AHL corporate financial and operational measures consistent with the goals applicable to other executive officers of AHL; (ii) 25% would be based equally on absolute and relative investment portfolio total return goals; and (iii) 50% would be based on the Compensation Committee’s review of overall AHL performance. In December 2025, following a review of performance in 2025, the Compensation Committee approved a payout of Mr. Belardi’s annual incentive bonus RSU award, resulting in the grant to Mr. Belardi of RSUs representing a target award level equal to 94% of target, based on three components, consistent with prior years. The AHL corporate performance measurements, and 2025 performance and achievement with respect thereto, as of the date of the Compensation Committee’s December 2025 meeting, are set forth below. The targets for the corporate financial and operational measures were determined in relation to AHL’s internal business plan for the year.
Compensation Practices Specific to Our Industry
| Objectives | Measurement | Target(5) | 2025 Performance Assessment | | Business Performance | Spread related earnings for purposes of AHL annual incentive award program(1) | $3.55B | $3.49B | | | Gross organic inflows(2) | $73.8B | $80.9B | | | New business profitability(3) | — | Exceeded | | | Excess capital(4) | — | Exceeded | | Strategic Priorities | Progress in new product development | — | Partially Achieved | | | Execution on financial planning and analysis and capital modernization | — | Partially Achieved | | | Other key initiatives as determined by the executive committee | — | Exceeded | | Talent and Culture | Succession planning objectives | — | Exceeded | | | Culture | — | Exceeded |
Compensation Practices Specific to Our Industry
AHL’s 2025 performance based on the corporate objectives described above resulted in a total achievement level of 125% of the applicable target opportunity. The first investment portfolio total return performance objective, weighted at 12.5%, compared AHL’s non-alternative investment performance to the Barclays US Aggregate Bond Index over a trailing 33-month period. The second investment portfolio total return performance objective, also weighted at 12.5%, compared AHL’s alternative investment performance relative to a 50-50 blended index of the S&P 500 and the BofA Merrill Lynch US High Yield Index over a 33-month period, subject to maintaining a minimum return on alternative investment performance since the inception of AHL. The investment portfolio total return performance objectives are assessed based on a prescribed formula. For the investment portfolio total return performance objective based on AHL’s non-alternative investment performance, the Compensation Committee compared AHL’s results of 5.84% for the 33-month period ending September 30, 2025, to 4.18% for the Barclays US Aggregate Bond Index, which pursuant to the formula resulted in a payout of 100% of the award for this objective. For the investment portfolio total return performance objective based on AHL’s alternative investment performance, the Compensation Committee compared AHL’s results of 7.77% for the 33-month period ending September 30, 2025, to 15.80% for the 50-50 blended index described above, which pursuant to the formula resulted in no payout for this objective. The annual incentive bonus RSUs for performance in 2025 will appear in the Summary Compensation Table for 2026, as they were granted in February 2026. These RSUs vest in two equal annual installments, consistent with past practice for Mr. Belardi. Annual Cash Partner Benefits Stipend. Messrs. Kelly and Zito and Ms. Chatterjee receive an annual cash benefits stipend of $250,000 that may be used for benefits or for other purposes and helps support the well-being of our partners. The benefits stipend assists us in recruiting talent and inspiring our professionals to become partners.
Discouragement of Excessive Risk-Taking
| 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/or 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. | | Performance Fee Practices | Carried interest is generally subject to multi-year vesting, paid only upon realization of profitable investments, determined by overall fund performance rather than individual transaction outcomes, and (for drawdown-style funds) subject to clawback if fund returns fall below specified levels, ensuring compensation remains at risk throughout the life of the fund and discouraging excessive risk-taking. For additional detail, see “Why Performance Fees are a Key Long-Term Incentive,” above. | | Recoupment Policies | We have two recoupment policies, which encourages compliance with our policies and discourages activities detrimental to the Company. One of the recoupment policies provides for the recovery of equity-based awards and other incentive compensation if an employee engages in a detrimental activity, and the other provides for the recovery of any excess if a financial restatement occurs and a current or former executive officer receives more incentive compensation than would have applied based on the restated financials. | | Share Ownership Guidelines | The minimum retained ownership requirements prescribed under our executive share ownership guidelines discourage excessive risk-taking because the value of the shares held is tied directly to the long-term performance of our common stock. | | 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. |
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 2025 amount of such performance fee income for an additional two years, enhancing alignment with Apollo. Mr. Rowan’s compensation continues 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 and Partnership Interest Agreements with AHL Executive Chairman and Chief Investment Officer, and ISG Chief Executive Officer, James R. Belardi Pursuant to his employment agreement, Mr. Belardi is employed by AHL, currently as Executive Chairman and Chief Investment Officer, and serves as the Chief Executive Officer of ISG (and, prior to July 1, 2025, he also served as Chief Executive Officer of AHL). 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 2026 in the form of RSUs for services performed in 2025). Under this agreement, Mr. Belardi also receives, annually, an amount equal to 3% of the profits of Apollo’s Insurance Solutions Group International, the international arm of ISG (“ISGI”), subject to Mr. Belardi’s continued employment with AHL through the date it pays its annual bonuses for the applicable year. The initial term of Mr. Belardi’s employment agreement expired on December 31, 2025, was automatically extended until December 31, 2026, 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, as discussed above under “Overview of Compensation Elements—Founder Partnership Interest Revenue Sharing.” 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 2025 Summary Compensation Table pursuant to SEC rules.
Employment Agreement with Co-President of AAM, John Zito
Employment Agreement with Co-President of AAM, John Zito On October 27, 2023, we entered into an executive employment agreement, non-competition and non-solicitation agreement with John Zito, the Co-President of AAM, which governs Mr. Zito’s compensation through the end of 2028. From the time his employment agreement was entered into until his transition to Co-President of AAM on January 15, 2025, Mr. Zito was a Partner and Deputy Chief Investment Officer of Apollo Credit and not an executive officer. Under his agreement, Mr. Zito’s annual base salary is $100,000, and he participates in an incentive program for credit professionals based on performance fee income for the applicable year. Under the program, he receives an annual award, the size of which is determined by the actual performance of the participating credit and related businesses. Amounts earned under the program are contingent on his continued employment (and not being under notice) on the payment date. This program is settled partly in cash and partly in RSUs to enhance alignment with stockholders. Mr. Zito also received a long-term RSU award in 2023 in connection with his agreement, which aligns his compensation with long-term stock performance.
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 $650,000, and she is eligible for an annual allocation from the incentive pool in an amount to be determined by the Compensation Committee in its discretion.
Certain Equity Grant Practices
Certain Equity Grant Practices We do not currently grant awards of stock options or stock appreciation rights. We do not take material nonpublic information into account when determining the timing and terms of such an award , and do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Summary Compensation Table
Summary Compensation Table The following Summary Compensation Table sets forth information concerning the compensation earned by or awarded or paid to our principal executive officer, our principal financial officer and our three other most highly compensated executive officers for the fiscal year ended December 31, 2025. For Mr. Zito, 2025 amounts in the “Stock Awards” column relate to a performance fee program in which he participates pursuant to his employment agreement, which was entered into in 2023, before he became an executive officer. Awards reported under the “All Other Compensation” column for Mr. Belardi are distributions with respect to vested partnership interests that were awarded to him in 2009 as founder of ISG.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All other Compensation ($)(2) | Total ($) | | Marc Rowan, Chief Executive Officer | 2025 | 100,000 | — | — | 813,367 | 913,367 | | | 2024 | 100,000 | — | — | 663,381 | 763,381 | | | 2023 | 100,000 | — | — | 220,760 | 320,760 | | Martin Kelly, Chief Financial Officer | 2025 | 1,000,000 | — | 9,455,510 | 3,373,437 | 13,828,947 | | | 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 | | James Belardi, Executive Chairman and Chief Investment Officer of AHL | 2025 | 1,875,000 | | 3,377,969 | 65,909,181 | 71,162,150 | | | 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 | | John Zito, Co-President of AAM | 2025 | 100,000 | — | 27,085,004 | 22,943,660 | 50,128,663 | | Whitney Chatterjee, | 2025 | 650,000 | — | 11,802,179 | 1,832,908 | 14,285,087 | | 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 2025. 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, 2025, for further information concerning the assumptions made in valuing our RSU awards. |
Summary Compensation Table
| (2) Amounts included for 2025 represent, in part, actual incentive pool cash distributions of $750,000 for Mr. Kelly and $1,475,000 for Ms. Chatterjee, realized carry cash distributions of $140,487 for Mr. Kelly, $19,722,303 for Mr. Zito and $93,658 for Ms. Chatterjee, other performance fee income received in the amount of $2,230,760 for Mr. Kelly and $2,865,204 for Mr. Zito, and partner benefits stipends of $250,000 for each of Messrs. Kelly and Zito and Ms. Chatterjee. For Mr. Belardi, the amount includes distributions on his ISG partnership interest totaling $64,757,530, amounts in respect of his ISGI profits entitlement totaling $1,127,048, and tax preparation service fees of $1,904 and $1,699 in related tax reimbursements. AHL maintains a corporate aircraft for efficiency and business planning purposes. Mr. Belardi used the corporate aircraft for two personal flights in 2025 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. For Ms. Chatterjee, the amount includes $14,250 attributable to her participation in a health and wellness pilot program made available to a group of executives. |
Summary Compensation Table
The “All Other Compensation” column for 2025 also includes costs relating to Company-provided cars and drivers with enhanced security measures for the business and personal use of Messrs. Rowan and Zito. Mr. Rowan’s personal use cost was approximately $790,352 and Mr. Zito’s was approximately $106,153. 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, including in light of Mr. Rowan’s public profile. 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 2025 perquisites or personal benefits individually exceeded the greater of $25,000 or 10% of the total amount of all perquisites and other personal benefits reported for the named executive officer. The 2025 cost of excess liability insurance provided to our named executive officers falls below this threshold. Our named executive officers also receive secretarial support with respect to personal matters, for which we incur no incremental cost. Accordingly, no such amounts are included in the Summary Compensation Table.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table presents information regarding RSUs granted to our named executive officers under our 2019 Omnibus Equity Incentive Plans in 2025. No restricted shares or options were granted to a named executive officer in 2025.
Grants of Plan-Based Awards
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | Grant Date Fair Value or Modification Date Incremental Fair Value of Stock and Option Awards ($)(2) | | Marc Rowan | — | — | — | | Martin Kelly | February 5, 2025 | 4,451 | 713,184 | | | December 18, 2025 | 69,022 | 8,742,327 | | James Belardi | February 5, 2025 | 6,245(3) | 1,000,636 | | | February 5, 2025 | 14,837(4) | 2,377,333 | | John Zito | February 5, 2025 | 140,706 | 22,545,322 | | | February 5, 2025 | 29,675 | 4,539,682 | | Whitney Chatterjee | December 18, 2025 | 93,180 | 11,802,179 |
Grants of Plan-Based Awards
| (1) Represents the number of RSUs granted. RSUs are discussed above under “ -Compensation Elements for Named Executive Officers-RSUs” and “ -Compensation Elements for Named Executive Officers-Performance Fees: Dedicated.” Mr. Zito’s RSUs were awarded in respect of a performance fee program in which he participates pursuant to his employment agreement. |
Grants of Plan-Based Awards
| (2) Represents the aggregate grant date fair value of the RSUs granted in 2025, 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 incentive 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 our equity plans that were outstanding at December 31, 2025. 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 19, 2021 | RSUs | — | — | 11,706(3) | 1,694,561 | | | May 18, 2023 | Restricted Shares | 111(4) | 16,068 | | — | | | February 9, 2024 | RSUs | 3,494(5) | 505,791 | | — | | | February 9, 2024 | RSUs | | | 19,499(6) | 2,822,675 | | | February 5, 2025 | RSUs | 2,968(7) | 429,648 | | | | | December 18, 2025 | RSUs | — | | 69,022(3) | 9,991,625 | | James Belardi | February 9, 2024 | RSUs | 16,250(5) | 2,352,350 | — | — | | | February 5, 2025 | RSUs | 9,892(7) | 1,431,966 | — | — | | | February 5, 2025 | RSUs | 3,123(5) | 452,085 | — | — | | John Zito | February 10, 2023 | RSUs | 7,151(8) | 1,035,179 | — | — | | | February 9, 2024 | RSUs | 28,609(9) | 4,141,439 | — | — | | | February 5, 2025 | RSUs | 93,805(7) | 13,579,212 | — | — | | Whitney Chatterjee | August 4, 2023 | RSUs | — | — | 54,997(3) | 7,961,366 | | | December 18, 2025 | RSUs | — | — | 93,180(3) | 13,488,737 |
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 $144.76, the closing price of a share of common stock on the last trading day of 2025. |
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 $144.76, the closing price of a share of common stock on the last trading day of 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (3) RSUs that vest on January 1, 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
| (4) Restricted shares that vest on February 15, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (5) RSUs that vest on December 31, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (6) RSUs that vest in substantially equal annual installments on January 1 of each of 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
| (7) RSUs that vest in substantially equal annual installments on December 31 of each of 2026 and 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (8) RSUs that vest on February 15, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (9) RSUs that vest in substantially equal annual installments on February 15 of each of 2026 and 2027. |
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 2025 and the number of vested RSUs that were granted during 2025. 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 2025 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 2025.
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 | 119,892 | 19,674,287 | | | Restricted Shares | 121 | 19,434 | | James Belardi | RSUs | 57,490 | 8,322,252 | | John Zito | RSUs | 194,568 | 31,081,623 | | Whitney Chatterjee | RSUs | 54,997 | 9,121,802 |
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 2025 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 | — | — | (4,630,718) | — | 32,859,941 | | James Belardi | — | — | — | — | — | | John Zito | — | — | (55,041,934) | — | 390,581,878 | | Whitney Chatterjee | — | — | — | — | — |
Non-Qualified Deferred Compensation
| (1) Reflects the net decrease in stock price in 2025 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 or 2029, as determined by multiplying the number of vested RSUs as of December 31, 2025, by the 2025 closing market price of $144.76. In the event that Mr. Kelly resigns or retires before December 31, 2027, or Mr. Zito resigns or retires prior to December 31, 2028, settlement of 54,583 RSUs and 2,353,307 RSUs representing $7,901,435 and $340,664,721 of the value shown in the last column above, respectively, will instead settle in 2030 for Mr. Kelly and in 2034 for Mr. Zito, subject to the execution and non-revocation of a release of claims in favor of the Company and continued compliance with any applicable restrictive covenants. In the event that Mr. Kelly or Mr. Zito terminates employment other than for cause before December 31, 2026, settlement of 172,413 RSUs and 344,827 RSUs representing $24,958,506 and $49,917,157 of the value shown in the last column above for Messrs. Kelly and Zito, respectively, shall be conditioned on the executive’s execution and non-revocation of a release of claims in favor of the Company and continued compliance with any applicable restrictive covenants. Of the amounts shown in this column, $10,237,884 and $8,407,956, respectively, appeared in the Summary Compensation Table for fiscal year 2021 (under 2021 Stock Awards) and fiscal year 2024 (under 2024 Stock Awards), respectively, representing the grant date fair value of the associated RSUs for Mr. Kelly. |
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, per his legacy 2012 employment agreement, 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 or by reason of his death or disability, he will vest in 50% of any unvested portion of his restricted shares and dedicated performance fee rights that are subject to vesting. If Mr. Kelly’s employment is terminated by reason of death or disability, he will vest in 100% of any unvested portion of his RSUs 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. 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, 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 Mr. Zito’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. Zito is required to provide at least 90 days’ notice of his resignation. Mr. Zito is not entitled to cash severance payments upon termination of employment. If Mr. Zito’s employment is terminated by reason of death or disability, he will vest in 100% of any unvested portion of his RSUs that are subject to vesting. Mr. Zito is required to protect the confidential information of Apollo both during and after employment. In addition, Mr. Zito is obligated to refrain from competing with us until the longer of 18 months after employment or December 31, 2028, and from soliciting our employees, investors or other business relations until the longer of 24 months after employment or December 31, 2028. 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 provide at least 90 days’ notice of her resignation and 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. 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, 2025, and that the price per share was $144.76, which was the closing price of a share of common stock on the
Potential Payments upon Termination or Change in Control
last trading day of the year. As described above and in footnote 3 below, Mr. Belardi also would have been eligible to receive an amount in redemption of his ISG partnership interest in connection with certain terminations of his employment.
Potential Payments upon Termination or Change in Control
| Name | Reason for Employment Termination | Estimated Value of Cash Payments ($)(1) | Estimated Value of Equity Acceleration ($)(2) | | Marc Rowan | Cause | — | — | | | Death, disability | — | — | | Martin Kelly | Without cause | 515,903 | 8,034 | | | By executive for good reason | 515,903 | — | | | Death, disability | — | 4,613,429 | | James Belardi | Without cause or by executive for good reason(3) | 3,997,775 | — | | | Death, disability(3) | 2,959,451 | 4,236,401 | | John Zito | Without cause | — | — | | | Death, disability | — | 18,755,829 | | Whitney Chatterjee | Without cause | — | — | | | Death, disability | — | 7,961,366 |
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, 2025. |
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, 2025, based on the closing price of a share of common stock on the last trading day of the year ($144.76). 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 officers’ unvested equity as of December 31, 2025. |
Potential Payments upon Termination or Change in Control
| (3) In addition, in redemption of his ISG partnership interest, Mr. Belardi would have been eligible to receive $290,271,203 in connection with the applicable involuntary termination on December 31, 2025, 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 2025 Compensation for Named Executive Officers-Founder 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: $913,367 Median employee total annual compensation: $189,150 Ratio of PEO to median employee total annual compensation: 5:1 In determining the median employee, we prepared a list of all employees as of December 31, 2025. Consistent with applicable rules, we used reasonable estimates in the methodology used to identify the median employee. We determined the median employee by reviewing the annualized base salary for 2025 and the annual cash bonus paid in 2025 by employees other than the PEO. For 2025, we calculated this median employee’s total annual compensation in the same manner in which we calculated the total annual compensation of the PEO.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (as determined in accordance with the rules prescribed under Item 402(v)) to (i) each individual who has served as our principal executive officer (“PEO”) during any or all of 2021, 2022, 2023, 2024 and 2025 and (ii) our other non-PEO named executive officers (determined as an average, as set forth below) during each of 2021, 2022, 2023, 2024 and 2025, and our financial performance. For more information about our executive compensation program, please refer to the “Compensation Discussion and Analysis” section above.
Pay Versus Performance
| | Summary Compensation Table Total for ($) | | 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 ($) (3) | | | | 2025 | 913,367 | — | 913,367 | — | 37,351,212 | 37,173,875 | 331 | 196 | 3,395 | 2,528 | | 2024 | 763,381 | — | 763,381 | — | 23,485,050 | 84,829,420 | 372 | 187 | 4,480 | 2,063 | | 2023 | 320,760 | — | 320,760 | — | 19,897,799 | 49,502,529 | 207 | 135 | 5,001 | 1,768 | | 2022 | 310,011 | — | 310,011 | — | 17,204,252 | 10,539,452 | 139 | 110 | (1,961) | 1,410 | | 2021 | 302,310 | 356,713 | 302,310 | 356,713 | 223,067,825 | 246,673,294 | 153 | 141 | 1,802 | 1,267 |
Pay Versus Performance
| (1) The non-PEO named executive officers in 2025 consist of Messrs. Belardi, Kelly and Zito and Ms. Chatterjee, in 2024 consist of Messrs. Belardi, Kelly and Kleinman and Ms. Chatterjee, in 2023 and 2022 consist of Messrs. Belardi, Kelly, Kleinman and John Suydam, and in 2021 consist of Messrs. Anthony Civale, Kelly, Kleinman and Zelter (as applicable, the “Non-PEO NEOs”). |
Pay Versus Performance
| (2) “Compensation actually paid” has been calculated in accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K and does not reflect compensation actually earned, realized or received. To calculate the “compensation actually paid,” the following amounts were deducted from and added to the applicable “Summary Compensation Table Total” set forth above: |
Pay Versus Performance
| | Summary Compensation Table Total ($) | Deductions of Reported Equity Values from Summary Compensation Table Total (a) ($) | Equity Award Adjustments to Summary Compensation Table Total (b) ($) | “Compensation Actually Paid” ($) | | Marc Rowan | | | | | | 2025 | 913,367 | — | — | 913,367 | | 2024 | 763,381 | — | — | 763,381 | | 2023 | 320,760 | — | — | 320,760 | | 2022 | 310,011 | — | — | 310,011 | | 2021 | 302,310 | — | — | 302,310 | | Leon Black | | | | | | 2021 | 356,713 | — | — | 356,713 | | Average of Non-PEO Named Executive Officers | | | | | | 2025 | 37,351,212 | (12,930,166) | 12,752,828 | 37,173,875 | | 2024 | 23,485,050 | (5,992,848) | 67,337,219 | 84,829,420 |
Pay Versus Performance
| | Summary Compensation Table Total ($) | Deductions of Reported Equity Values from Summary Compensation Table Total (a) ($) | Equity Award Adjustments to Summary Compensation Table Total (b) ($) | “Compensation Actually Paid” ($) | | 2023 | 19,897,799 | (4,119,833) | 33,724,563 | 49,502,529 | | 2022 | 17,204,252 | (3,862,211) | (2,802,589) | 10,539,452 | | 2021 | 223,067,825 | (206,199,646) | 229,805,115 | 246,673,294 |
Pay Versus Performance
| (a) Represents the grant date fair value of equity-based awards granted in each year, as reflected in the “Stock Awards” column of the Summary Compensation Table above. |
Pay Versus Performance
| (b) Reflects adjustments to the value of Stock Awards, as calculated in accordance with the rules prescribed under Item 402(v) and in accordance with ASC Topic 718, which included the categories of adjustments for each year as set forth below. For additional information regarding the determination of fair value, see Note 7 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
Pay Versus Performance
| (3) The Peer Group for these purposes is the Dow Jones U.S. Asset Manager Index. |
Pay Versus Performance
| (4) Our company-selected measure is Fee Related Earnings (“FRE”). FRE is further described in our Annual Report on Form 10-K, including a reconciliation of non-GAAP measures to the corresponding GAAP measure within “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Managing Business Performance-Key Segment and Non-U.S. GAAP Performance Measures-Fee Related Earnings, Spread Related Earnings and Principal Investing Income.” |
Pay Versus Performance
| | Year End Fair Value of Awards Granted During Year that Remained Outstanding and Unvested at Year End ($) | 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 | | | | | | | | | 2025 | — | — | — | — | — | — | — | | 2024 | — | — | — | — | — | — | — | | 2023 | — | — | — | — | — | — | — | | 2022 | — | — | — | — | — | — | — | | 2021 | — | — | — | — | — | — | — | | Leon Black | | | | | | | | | 2021 | — | — | — | — | — | — | — | | Average of Non-PEO Named Executive Officers | | | | | | | | | 2025 | 9,121,344 | 347,891 | 1,973,508 | (335,645) | — | 1,645,730 | 12,752,828 | | 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 |
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 2021, 2022, 2023, 2024 and 2025 and our cumulative total shareholder return (“TSR”) measured starting from December 31, 2020 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. The following graph shows the relationship between the “compensation actually paid” to each of Messrs. Rowan and Black and the average of the “compensation actually paid” to our non-PEO NEOs (in each case, with “compensation actually paid” calculated as set forth above in accordance with the rules prescribed under Item 402(v)) in 2021, 2022, 2023, 2024 and 2025 and our net income available for our common stockholders in 2021, 2022, 2023, 2024 and 2025. The following graph shows the relationship between the “compensation actually paid” to each of Messrs. Rowan and Black and the average of the “compensation actually paid” to our non-PEO NEOs (in each case, with “compensation actually paid” calculated as set forth above in accordance with the rules prescribed under Item 402(v)) in 2021, 2022, 2023, 2024 and 2025 and the performance of our company-selected measure, Fee Related Earnings, in 2021, 2022, 2023, 2024 and 2025.
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.
Director Compensation Table
Director Compensation Table The following table provides the compensation for our independent directors during the year ended December 31, 2025.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1)(2)(3) | Stock Awards ($)(4) | All Other Compensation ($)(5) | Total ($) | | Walter (Jay) Clayton | 121,944 | 269,154 | 2,500 | 393,598 | | Gary Cohn | 293,958 | 231,334 | — | 525,292 | | Marc Beilinson | 275,000 | 185,016 | — | 460,016 | | Jessica Bibliowicz | 200,000 | 185,016 | — | 385,016 | | Michael Ducey | 160,764 | 185,016 | — | 345,780 | | Kerry Murphy Healey | 239,722 | 185,016 | — | 424,738 | | Mitra Hormozi | 232,361 | 185,016 | — | 417,377 | | Pamela Joyner | 175,000 | 185,016 | — | 360,016 | | A.B. Krongard | 179,167 | 185,016 | — | 364,183 | | Brian Leach | 211,528 | 185,016 | — | 396,544 | | Pauline Richards | 150,000 | 378,419 | — | 528,419 | | David Simon | 150,000 | 185,016 | — | 335,016 | | Lynn Swann | 175,000 | 185,016 | — | 360,016 | | Patrick Toomey | 175,000 | — | — | 175,000 |
Director Compensation Table
| (1) Represents cash amounts earned in 2025 for service on the Board of Directors and its committees, including, for Mr. Cohn, the fee for serving as lead independent director, and for Mr. Clayton, the fee for serving as independent chair. These amounts were earned in 2025 and, accordingly, the above figures include amounts that were paid in 2026 but earned in 2025, and exclude amounts that were earned in 2024 and paid in 2025. Gary Cohn joined the Board of Directors and became lead independent director effective April 21, 2025. Brian Leach joined the Board of Directors effective March 1, 2025. Walter (Jay) Clayton resigned from the Board of Directors effective April 21, 2025. A.B. Krongard and Michael Ducey resigned from the Board of Directors effective June 5, 2025, each continuing as a director emeritus, and Pauline Richards resigned from the Board of Directors effective September 30, 2025. Each of Mses. Bibliowicz and Hormozi and Mr. Krongard elected to defer their cash retainer amounts, instead receiving RSUs that settle upon the conclusion of such director’s service to Apollo; for Mr. Krongard, $85,417 of such deferred cash retainer amount was attributable to his service as director emeritus. Such amounts appear in this column, rather than the Stock Awards column, because they would have been paid in cash absent such deferral election by the director. |
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. In 2025, for service on an AGM ad hoc committee, Mr. Clayton received $7,639, Mr. Cohn received $17,292, Mr. Leach received $20,833, and Dr. Healey received $25,000, with Mr. Cohn receiving an additional $17,292 for his service as chair. Mr. Clayton, Dr. Healey, Ms. Hormozi, and Mr. Leach served on a second AGM ad hoc committee that |
Director Compensation Table
| dissolved on April 17, 2025, for which each received $7,361 (except for Mr. Leach, who received $3,194), with Dr. Healey receiving an additional $7,361 for her service as chair. Messrs. Beilinson, Clayton, Cohn, and Leach, and Ms. Hormozi, served on a third AGM ad hoc committee in 2025, for which they received $25,000, $7,639, $17,292, $20,833 and $25,000, respectively, with Mr. Beilinson receiving an additional $25,000 for his service as chair. |
Director Compensation Table
| (3) Cash board and committee fees are prorated for partial periods of service. |
Director Compensation Table
| (4) 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, 2025, 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, 2025, each of our current independent directors held RSUs that were unvested and outstanding, in the amounts shown in the “Stock Awards” column. Each of Mses. Bibliowicz, Hormozi and Joyner elected to defer settlement of their annual director RSU award. Mr. Krongard elected to defer settlement of his annual director emeritus RSU award earned in 2025. For Mr. Clayton, this amount represents the FASB ASC Topic 718 expense taken in connection with vesting in connection with his departure in 2025 to commence government service. For Ms. Richards, $193,403 of this amount represents the expense taken in connection with vesting in connection with her separation from service in 2025 in light of her longstanding service. |
Director Compensation Table
| (5) For 2025, a $2,500 charitable contribution from an AGM affiliate was made on behalf of Mr. Clayton during his service as a director as part of the Company’s matching gifts program. 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 2025. In addition, Ms. Hormozi received $21,000 and Mr. Swann received $16,904 in 2025 for service on AHL standing committees. In light of his workload and broad responsibilities, Mr. Beilinson received $36,750 in 2025 for his work as lead independent director of AHL, $7,875 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 2025, Mr. Beilinson served on an AHL special litigation committee, for which he received $7,500 per month. In addition, Ms. Hormozi received $115,000 for her service on certain AHL subsidiary boards. Accordingly, aggregate fees for their service on the AHL board and its committees in 2025 were as follows: for Mr. Beilinson, $415,125; for Ms. Hormozi, $406,000; and for Mr. Swann, $286,904. |