DEF 14A of Carlyle Group Inc., Apr 18, 2024

DEF 14A of Carlyle Group Inc.

Filed Apr 18, 2024 · FY20230001527166-24-000044

Open on EDGAR

  1. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | 44 | Compensation Discussion and Analysis | | 67 | Compensation Committee Report | | 68 | Executive Compensation Tables | | 79 | Pay Ratio Disclosure | | 80 | Pay Versus Performance | | 84 | Director Compensation | | 86 | Shareholder Proposal | | 86 | Item 6. Shareholder Proposal to Adopt Improved Shareholder Right to Call a Special Shareholder Meeting | | 88 | Certain Relationships and Related Transactions | | 91 | Beneficial Ownership | | 93 | Additional Information | | 94 | Frequently Asked Questions | | A-1 | Appendix A: Reconciliations of Non-GAAP Measures | | B-1 | Appendix B: Amended and Restated Certificate of Incorporation | | C-1 | Appendix C: The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan |

  2. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | This Proxy Statement may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to our expectations, estimates, beliefs, projections, future plans and strategies, anticipated events or trends, and similar expressions and statements that are not historical facts, including our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, contingencies, and our dividend policy. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks, uncertainties, and assumptions. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements including, but not limited to, those described in this Proxy Statement and under the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 22, 2024, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this proxy statement and in our periodic filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law. |

  3. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    Letter From Our Chief Executive Officer Dear Fellow Shareholders, We are pleased to invite you to Carlyle’s 2024 Annual Meeting of Shareholders, to be held virtually on Wednesday, May 29, 2024. Your vote and representation are important to us. Even if you are unable to attend the meeting, we hope you will exercise your vote. Our proxy materials include a notice setting forth the items we expect to address at the meeting, our Proxy Statement, and a form of proxy. In addition, we encourage you to read our 2023 Annual Report to Shareholders where we highlight our key initiatives and accomplishments during 2023. In 2023, Carlyle delivered record results, including record fee related earnings and assets under management. We continue to diversify our platform across Global Private Equity, Global Credit, and Global Investment Solutions, and expand our Global Wealth channel and Insurance business. Growth remains our key priority, while also executing our strategy in a disciplined manner to continue optimizing our operational and capital efficiency. We entered 2024 with significant momentum and strong operating leverage and we are well-positioned to deliver value for all our stakeholders. On behalf of the entire Carlyle team, I thank you, our shareholders, for your trust and support. I look forward to engaging with you during the Annual Meeting and in other forums during the year.

  4. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | | /s/ Harvey M. Schwartz HARVEY M. SCHWARTZ Chief Executive Officer and Director April 18, 2024 |

  5. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    Letter From Our Board of Directors Dear Fellow Shareholders, It is my pleasure to write to you on behalf of Carlyle’s Board of Directors. As described in our 2023 Annual Report to Shareholders, Carlyle delivered strong financial results in 2023 and we remain focused on building on these accomplishments in 2024. In this letter last year, we welcomed Harvey Schwartz as our new CEO. The Board believes that Carlyle’s strong 2023 results are a testament to Mr. Schwartz’s leadership, the operational excellence of the management team, and the fresh perspective they have created together, as evidenced by the new compensation strategy announced in February 2024 designed to enhance alignment among our stakeholders. We continue to focus on the refreshment of our Board and are committed to ensuring our directors represent diverse perspectives, skill sets, and backgrounds. Since last year’s Annual Meeting, Sharda Cherwoo, a former senior partner at Ernst & Young, joined the Board, and Afsaneh Beschloss, an economist and the founder and chief executive officer of RockCreek, one of the world’s largest women-owned investment firms, will join the Board in May 2024. We have also announced the retirement of Dr. Tom Robertson effective May 29, 2024. Dr. Robertson has served on our Board since our IPO in 2012. We thank him for his wise counsel and tireless service. On behalf of the Board, we look forward to continuing to build on our strong momentum this year. Thank you for your commitment to Carlyle.

  6. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | | /s/ Lawton W. Fitt LAWTON W. FITT Lead Independent Director April 18, 2024 |

  7. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | CARLYLE | Proxy Statement 2024 | 1 |

  8. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    Executive Summary

  9. DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    DIRECTOR NOMINEES AND CONTINUING DIRECTORS

  10. Nominees for Directors

    Nominees for Directors

  11. Nominees for Directors

    | DANIEL A. D’ANIELLO Co-Founder and Chairman Emeritus Age: 77 Director Since: 2011 Class: I (expires 2024) | | | | | Mr. D’Aniello is a Co-Founder and Chairman Emeritus of Carlyle. He has served on our Board of Directors since the Board’s inception on July 18, 2011, serving as Chairman from 2012 until January 1, 2018. Prior to forming Carlyle in 1987, Mr. D’Aniello was the Vice President for Finance and Development at Marriott Corporation for eight years. Before joining Marriott, Mr. D’Aniello was a financial officer at PepsiCo, Inc. and Trans World Airlines. Mr. D'Aniello served in the United States Navy from 1968 through 1971 during which time he was a Distinguished Naval Graduate of Officer Candidate School, Newport R.I.; a Supply Officer (LTJG) aboard the USS Wasp (CVS 18); and in 2016, Mr. D'Aniello was awarded the designation of Lone Sailor by the U.S. Navy Memorial Foundation. Mr. D’Aniello is Chairman of the American Enterprise Institute for Public Policy Research; Co-Chairman of the Institute for Veterans and Military Families; Chairman of the Wolf Trap Foundation of the Performing Arts; an Advisor to the John Templeton Foundation; a founding Trustee of the Lumen Institute; and a Lifetime Member of the Board of Trustees of Syracuse University, a member of the Chancellor’s Council and the Corporate Advisory Council to the Martin J. Whitman School of Management. Mr. D’Aniello previously served as chairman and/or director of several private and public companies in which Carlyle had significant investment interests. Mr. D’Aniello is a 1968 magna cum laude graduate of Syracuse University, where he was a member of Beta Gamma Sigma, and a 1974 graduate of the Harvard Business School, where he was a Teagle Foundation Fellow. | | | | Qualifications: Mr. D’Aniello is a co-founder of our firm and has played an integral role in our firm’s successful growth since its founding in 1987. He also has developed a unique and unparalleled understanding of our business. | Committees: •None Skills and Experience: •Accounting and Finance; Financial Services; Global Perspective; Senior Executive and Corporate Governance |

  12. Nominees for Directors

    | 8 | CARLYLE | Proxy Statement 2024 |

  13. Nominees for Directors

    | SHARDA CHERWOO Independent Director Age: 65 Director Since: 2023 Class: I (expires 2024) | | | | | Ms. Cherwoo was appointed to our Board of Directors effective June 1, 2023, and is a member of the Audit Committee. Ms. Cherwoo spent her entire, nearly 40-year career at Ernst & Young (“EY”), with a specialized industry focus on private equity, financial services, health care, and emerging disruptive technologies, across diverse industries. Most recently, she served as EY’s Americas Intelligent Automation Leader and Partner, a role in which she spearheaded and founded the company’s intelligent automation strategy focused on robotic process automation (“RPA”) and artificial intelligence (“AI”), leading to talent development and transformation. She led and built a billion-dollar, market-leading digital transformation business, and worked with global clients and teams across diverse industries in more than 20 countries. During her EY tenure, Ms. Cherwoo also served as a Senior Advisory Partner in EY’s Private Equity practice group, from 2009 and served financial services clients as a Global Client Service Partner and Global Tax Account Leader, from 1991. From 2001 to 2004, Ms. Cherwoo served as the founding Chief Executive Officer of EY’s Global Shared Services operations in Bangalore, India, which was EY’s first global offshoring center for client-facing operations. Ms. Cherwoo currently serves on the board of World Kinect Corporation and is a former board member of Doma Holdings Inc. and World Quantum Growth Acquisition Corporation. In addition, Ms. Cherwoo has been an Executive in Residence at Columbia Business School since 2023, a member of the Advisory Board of Land O’Lakes Inc. since 2020, a Board Director of Tax Analysts since 2020, a board member of the National Association of Corporate Directors – New York Chapter since 2021, and a member of the Board of Trustees of International House of New York since 2008. Ms. Cherwoo is a Certified Public Accountant and holds a B.Sc. in Accounting as Valedictorian from Sacred Heart University in Fairfield, Connecticut. Ms. Cherwoo has also attended Executive Education programs at Harvard Business School for Strategic Leadership for EY Partners and at Northwestern University, Kellogg School of Management. | | | | Qualifications: Ms. Cherwoo has a distinguished career as a former senior partner at EY and extensive knowledge and expertise in the private equity, financial services, and health care industries. | Committees: •Audit Committee Skills and Experience: •Accounting and Finance; Financial Services; Global Perspective; Risk Management and Compliance; Senior Executive and Corporate Governance; Technology and/or Cybersecurity |

  14. Nominees for Directors

    | CARLYLE | Proxy Statement 2024 | 9 |

  15. Nominees for Directors

    | WILLIAM J. SHAW Independent Director Age: 78 Director Since: 2012 Class: I (expires 2024) | | | | | Mr. Shaw was appointed to our Board of Directors effective May 2, 2012 and is the Chairperson of the Audit Committee. Mr. Shaw was the Vice Chairman of Marriott International, Inc. until his retirement in March 2011. Prior to becoming Vice Chairman of Marriott, Mr. Shaw served as President and Chief Operating Officer of Marriott from 1997 until 2009. Mr. Shaw joined Marriott in 1974 and held various positions, including Corporate Controller, Corporate Vice President, Senior Vice President-Finance, Treasurer, Chief Financial Officer, Executive Vice President and President of Marriott Service Group. Prior to joining Marriott, Mr. Shaw worked at Arthur Andersen & Co. Mr. Shaw is Chairman of the Board of Directors of Marriott Vacations Worldwide Corporation, a Director of DiamondRock Hospitality (where he serves as Chairman of the Audit Committee and serves on the Compensation Committee and Nominating and Corporate Governance Committee) and is a former member of the Board of Trustees of three funds in the American Family of mutual funds from 2009 to 2015. Mr. Shaw serves on the Board of Trustees of the University of Notre Dame. Mr. Shaw graduated from the University of Notre Dame and received an MBA from Washington University in St. Louis. | | | | Qualifications: Mr. Shaw has an extensive financial background and public company operating and management experience resulting from his distinguished career in various senior leaderships roles at Marriott. | Committees: •Audit Committee (Chair) Skills and Experience: •Accounting and Finance; Global Perspective; Risk Management and Compliance; Senior Executive and Corporate Governance; Succession Planning and Human Capital Management; Technology and/or Cybersecurity |

  16. Nominees for Directors

    | 10 | CARLYLE | Proxy Statement 2024 |

  17. Continuing Directors

    Continuing Directors

  18. Continuing Directors

    | DAVID M. RUBENSTEIN Co-Founder and Co-Chairman of the Board Age: 74 Director Since: 2011 Class: II (expires 2025) | | | | | Mr. Rubenstein is Co-Founder and Co-Chairman of the Board. He was appointed to our Board of Directors effective July 18, 2011. Previously, Mr. Rubenstein served as Co-Chief Executive Officer of Carlyle. Prior to forming Carlyle in 1987, Mr. Rubenstein practiced law in Washington, D.C. with Shaw, Pittman, Potts & Trowbridge LLP (now Pillsbury Winthrop Shaw Pittman LLP). From 1977 to 1981, Mr. Rubenstein was Deputy Assistant to the President for Domestic Policy. From 1975 to 1976, he served as Chief Counsel to the U.S. Senate Judiciary Committee’s Subcommittee on Constitutional Amendments. From 1973 to 1975, Mr. Rubenstein practiced law in New York with Paul, Weiss, Rifkind, Wharton & Garrison LLP. Among other philanthropic endeavors, Mr. Rubenstein is Chairman of the Boards of the John F. Kennedy Center for the Performing Arts, the Council on Foreign Relations, the National Gallery of Art, the Economic Club of Washington, and the University of Chicago and serves on the Boards of Memorial Sloan-Kettering Cancer Center, Johns Hopkins Medicine, the Institute for Advanced Study, the National Constitution Center, the Brookings Institution, the Lincoln Center for the Performing Arts, the American Academy of Arts and Sciences, and the World Economic Forum. Mr. Rubenstein serves as Chairman of the Harvard Global Advisory Council and the Madison Council of the Library of Congress. He is a member of the American Philosophical Society, Business Council, Board of Dean’s Advisors of the Business School at Harvard, Advisory Board of the School of Economics and Management at Tsinghua University, and Board of the World Economic Forum Global Shapers Community. Mr. Rubenstein is a magna cum laude graduate of Duke University, where he was elected Phi Beta Kappa. Following Duke, Mr. Rubenstein graduated from the University of Chicago Law School, where he was an editor of the Law Review. | | | | Qualifications: Mr. Rubenstein is a co-founder of our firm and has played an integral role in our firm’s successful growth since its founding in 1987. He also has developed a unique and unparalleled understanding of our business. | Committees: •None Skills and Experience: •Financial Services; Global Perspective; Government, Public Policy, and Regulatory Affairs; Senior Executive and Corporate Governance |

  19. Continuing Directors

    | CARLYLE | Proxy Statement 2024 | 11 |

  20. Continuing Directors

    | HARVEY M. SCHWARTZ Chief Executive Officer and Director Age: 60 Director Since: 2023 Class: II (expires 2025) | | | | | Mr. Schwartz is the Chief Executive Officer of Carlyle and member of the Board of Directors. He has served in such capacity since February 15, 2023, and is based in New York. Mr. Schwartz formerly worked at Goldman Sachs from 1997 to 2018, with his last position being President and Co-Chief Operating Officer. He also held numerous senior leadership positions including Chief Financial Officer and Global Co-Head of the Securities Division. Mr. Schwartz started his career at J. B. Hanauer & Co., and then moved to First Interregional Equity Corporation. In 1989, he joined Citigroup, where he worked in the firm's credit training program and developed a specialty in structuring commodity derivatives. He serves as the Group Chairperson and Non-Executive Director of The Bank of London, a clearing and payments bank with operations in London and New York City. Mr. Schwartz also serves on the board of SoFi Technologies, Inc., a San Francisco-based fintech company, and One Mind, a nonprofit that accelerates collaborative research and advocacy to enable all individuals facing brain health challenges to build healthy, productive lives. He is involved in a range of investment and philanthropic endeavors that include a focus on mental health and developing future business leaders, including women and young people seeking a career in finance. Mr. Schwartz earned his BA from Rutgers University, where he is a member of the university’s Board of Governors and its Hall of Distinguished Alumni. He received his MBA from Columbia University. | | | | Qualifications: Mr. Schwartz is a widely respected business builder with extensive leadership experience in a high performing, complex global financial institution. He also is a seasoned operator and has a demonstrated ability to develop high performing talent. | Committees: •None Skills and Experience: •Accounting and Finance; Branding and Marketing; Financial Services; Global Perspective; Government, Public Policy, and Regulatory Affairs; Risk Management and Compliance; Senior Executive and Corporate Governance; Succession Planning and Human Capital Management; Technology and/or Cybersecurity |

  21. Continuing Directors

    | LINDA H. FILLER Independent Director Age: 64 Director Since: 2022 Class: II (expires 2025) | | | | | Ms. Filler was appointed to our Board of Directors effective April 1, 2022, and is a member of the Nominating and Governance Committee. Ms. Filler retired as President of Retail Products, Chief Marketing Officer, and Chief Merchandising Officer at Walgreen Co. in 2017. Prior to Walgreen Co, Ms. Filler served in Executive Vice President roles at Walmart and at Kraft Foods. Prior to Kraft, Ms. Filler served a long tenure at Hanesbrands, including Group CEO roles of its largest branded apparel businesses. Ms. Filler is Lead Independent Director at Danaher Corporation, where she has served as a Director since 2004. She serves as Chair of the Nominating & Governance Committee and on the Science & Technology Committee. Ms. Filler also serves as Chair of Veralto Corporation, and on its Compensation Committee. Among other philanthropic activities, Ms. Filler serves as Chair of the Development Committee for the Chicago Public Library Foundation, and on the Foundation’s Executive Committee. Ms. Filler earned an MBA from Harvard Business School and an MS from the University of North Texas. | | | | Qualifications: Ms. Filler has extensive experience in senior management roles and expertise in marketing and branding and corporate strategy, as well as her experience as a director of a large, global business. | Committees: •Nominating and Corporate Governance Committee Skills and Experience: •Accounting and Finance; Branding and Marketing; Global Perspective; Senior Executive and Corporate Governance; Succession Planning and Human Capital Management; Sustainability |

  22. Continuing Directors

    | 12 | CARLYLE | Proxy Statement 2024 |

  23. Continuing Directors

    | JAMES H. HANCE, JR. Operating Executive and Director Age: 79 Director Since: 2012 Class: II (expires 2025) | | | | | Mr. Hance is an Operating Executive of Carlyle and a member of our Board of Directors. Mr. Hance was appointed to our Board of Directors effective May 2, 2012. Mr. Hance joined Carlyle in November 2005 as an Operating Executive and has worked primarily in our Global Credit segment and the financial services sector. Prior to joining Carlyle in 2005, Mr. Hance served as Vice Chairman of Bank of America from 1993 until his retirement on January 31, 2005 and served as Chief Financial Officer from 1988 to 2004. Prior to joining Bank of America, Mr. Hance spent 17 years with Price Waterhouse (now Pricewaterhouse Coopers LLP). Mr. Hance is currently a director of Acuity Brands Inc. (where he serves as the Lead Independent Director and on the Audit Committee and Governance Committee). Mr. Hance is a former director of Ford Motor Company, Sprint Nextel Corporation, Morgan Stanley, Duke Energy Corporation, Cousins Properties, Parkway, Inc. and Bank of America Corporation. Mr. Hance serves as Emeritus Trustee on the Board of Trustees at Washington University in St. Louis and as Chairman of the Board of Trustees at Johnson & Wales University in Providence, RI. Mr. Hance graduated from Westminster College and received an MBA from Washington University in St. Louis. He is a certified public accountant. | | | | Qualifications: Mr. Hance has an invaluable perspective owing to his experience in various senior leadership roles in the financial services industry, including his role as the Chief Financial Officer of Bank of America Corporation, as well as his familiarity with our business and operations as an Operating Executive of Carlyle. | Committees: •None Skills and Experience: •Accounting and Finance; Financial Services; Global Perspective; Risk Management and Compliance; Senior Executive and Corporate Governance; Technology and/or Cybersecurity |

  24. Continuing Directors

    | DERICA W. RICE Independent Director Age: 59 Director Since: 2021 Class: II (expires 2025) | | | | | Mr. Rice was appointed to our Board of Directors effective March 8, 2021, and is a member of the Audit and Compensation Committees. Mr. Rice served as executive vice president of CVS Health and President of CVS Caremark, the pharmacy benefits management business of CVS Health, from March 2018 to February 2020. Previously, he held various executive positions at Eli Lilly and Company, most recently executive vice president of Global Services and chief financial officer from 2006 to 2017. Mr. Rice is currently a director of Bristol-Meyers Squibb Company (where he serves on the Audit Committee and the Compensation and Management Development Committee), Target Corporation (where he serves on the Audit and Finance Committee and the Infrastructure and Investment Committee) and The Walt Disney Company (where he serves on the Audit Committee). Mr. Rice received his Bachelor of Science degree in Electrical and Electronics Engineering from Kettering University and an MBA from Indiana University. | | | | Qualifications: Mr. Rice has experience with complex, global business operations, and extensive knowledge of a wide range of financial and accounting matters resulting from his distinguished career at CVS Health and Eli Lilly and Company. | Committees: •Audit Committee •Compensation Committee Skills and Experience: •Accounting and Finance; Branding and Marketing; Global Perspective; Government, Public Policy, and Regulatory Affairs; Risk Management and Compliance; Senior Executive and Corporate Governance; Succession Planning and Human Capital Management; Sustainability |

  25. Continuing Directors

    | CARLYLE | Proxy Statement 2024 | 13 |

  26. Continuing Directors

    | WILLIAM E. CONWAY, JR. Co-Founder and Co-Chairman of the Board Age: 74 Director Since: 2011 Class: III (expires 2026) | | | | | Mr. Conway is a Co-Founder and Co-Chairman of the Board. Mr. Conway was appointed to our Board of Directors effective July 18, 2011. Previously, Mr. Conway served as our Interim Chief Executive Officer, Co-Chief Executive Officer and Chief Investment Officer. Prior to forming Carlyle in 1987, Mr. Conway was the Senior Vice President and Chief Financial Officer of MCI Communications Corporation (“MCI”). Mr. Conway was a Vice President and Treasurer of MCI from 1981 to 1984. Mr. Conway is former Chairman of the Board of Trustees of Johns Hopkins Medicine and a former trustee and Vice Chairman of the Board of Trustees of the Catholic University of America. He previously served as chairman and/or director of several public and private companies in which Carlyle had significant investment interests. Mr. Conway received his BA from Dartmouth College and his MBA in finance from The University of Chicago Booth School of Business. | | | | Qualifications: Mr. Conway is a co-founder of our firm and has played an integral role in our firm’s successful growth since its founding in 1987. He also has developed a unique and unparalleled understanding of our business. | Committees: •None Skills and Experience: •Accounting and Finance; Financial Services; Global Perspective; Senior Executive and Corporate Governance |

  27. Continuing Directors

    | 14 | CARLYLE | Proxy Statement 2024 |

  28. Continuing Directors

    | AFSANEH BESCHLOSS Independent Director Age: 68 Director Since: 2024 Class: III (expires 2026) | | | | | Ms. Beschloss was appointed to our Board of Directors effective May 1, 2024. Ms. Beschloss is an economist, a leader in sustainable and inclusive investing and policy, and founder and CEO of RockCreek, one of the world’s largest women-owned investment firms. Previously, she was Managing Director and partner at The Carlyle Group from 2001 to 2003. As the World Bank’s Treasurer and Chief Investment Officer, she led the Bank’s investments, balance sheet management, ratings, borrowings, and innovations in financial products and in technology. Prior to this, she led the World Bank’s investments and policy work in the renewable energy, power, and infrastructure sectors, notably pioneering investments in natural gas, wind, and solar energy. Previously, she worked in corporate finance at JP Morgan. Ms. Beschloss has advised various governments, central banks, and regulatory agencies on financial policy and energy policy. She serves on the boards of trustees of the Council on Foreign Relations, the Rockefeller Foundation, where she chairs the Investment Committee, the Bretton Woods Committee, where she co-chairs the Future of Finance Working Group, Georgetown University, and the PBS Foundation where she serves as chair. She was recognized by Carnegie Corporation in their “Great Immigrants, Great Americans 2020” list, received the Robert F. Kennedy Human Rights Ripple of Hope Award and the Institutional Investor Lifetime Achievement Award, and has been listed among the “Most Powerful Women in Banking” by American Banker. She is the co-author of The Economics of Natural Gas (Oxford University Press) and author of numerous journal articles on innovations in finance, energy economics, and renewable energy investing. Ms. Beschloss holds an MPhil (Honors) in Economics from the University of Oxford, where she taught international trade and economic development. | | | | Qualifications: Ms. Beschloss has extensive investment, economic, and international experience, including in the financial and energy policy areas, as well as significant foreign affairs and government experience. | Committees: •None Skills and Experience: •Financial Services; Global Perspective; Government, Public Policy, and Regulatory Affairs; Senior Executive and Corporate Governance; Succession Planning and Human Capital Management; Sustainability; Technology and/or Cybersecurity |

  29. Continuing Directors

    | CARLYLE | Proxy Statement 2024 | 15 |

  30. Continuing Directors

    | LAWTON W. FITT Lead Independent Director Age: 70 Director Since: 2012 Class: III (expires 2026) | | | | | Ms. Fitt was appointed to our Board of Directors effective May 2, 2012, serves as our Lead Independent Director, is the Chairperson of the Nominating and Corporate Governance Committee, and a member of the Audit and Compensation Committees. Ms. Fitt served as Secretary (CEO) of the Royal Academy of Arts in London from October 2002 to March 2005. Prior to that, Ms. Fitt was a partner with Goldman Sachs & Co. Ms. Fitt is currently a director of Ciena Corporation (where she serves as chair of the Audit Committee) and The Progressive Corporation (where she serves as Chairperson, and serves on the Investment and Capital Committee and as chair of the Nominating and Governance Committee). Ms. Fitt is a former director of Micro Focus International, ARM Holdings PLC, and Thomson Reuters. She is also a trustee or director of several not-for-profit organizations including the Goldman Sachs Foundation. Ms. Fitt earned her AB in history at Brown University and her MBA from the Darden School of the University of Virginia. | | | | Qualifications: Ms. Fitt has an extensive financial background and experience in a distinguished career at Goldman Sachs in the areas of investment banking and risk analysis, including her unique insights into the operation of global capital markets. | Committees: •Audit Committee •Compensation Committee •Nominating and Corporate Governance Committee (Chair) Skills and Experience: •Accounting and Finance; Financial Services; Global Perspective; Risk Management and Compliance; Senior Executive and Corporate Governance |

  31. Continuing Directors

    | MARK S. ORDAN Independent Director Age: 65 Director Since: 2022 Class: III (expires 2026) | | | | | Mr. Ordan was appointed to our Board of Directors effective April 1, 2022, and is a member of the Compensation Committee. Mr. Ordan served as Executive Chair of Pediatrix Medical Group from January 1, 2023 through June 30, 2023, and continues to serve as Non-Executive Chair of its Board. Mr. Ordan formerly served as Chief Executive Officer of Pediatrix Medical Group from July 2020 through December 2022. Prior to joining Pediatrix Medical Group, Mr. Ordan founded and served as Chief Executive Officer of Quality Care Properties after serving as founding Chief Executive Officer of Washington Prime Group. Mr. Ordan has held a number of CEO roles including at Sunrise Senior Living, The Mills Corporation, and Balducci’s, and was founder and CEO of Fresh Fields Markets, which he later merged with Whole Foods Markets. Mr. Ordan is the Board Chair of the U.S. Chamber of Commerce. Mr. Ordan received his BA from Vassar College, and his MBA from Harvard Business School. He serves on the boards of Vassar College and Holton-Arms School. | | | | Qualifications: Mr. Ordan has extensive leadership experience from serving as the CEO of various companies and resulting in considerable operational knowledge, as well as his prior experience as a director of other public company boards. | Committees: •Compensation Committee Skills and Experience: •Accounting and Finance; Branding and Marketing; Government, Public Policy, and Regulatory Affairs; Senior Executive and Corporate Governance; Succession Planning and Human Capital Management |

  32. Continuing Directors

    | 16 | CARLYLE | Proxy Statement 2024 |

  33. Continuing Directors

    | ANTHONY WELTERS Independent Director Age: 69 Director Since: 2015 Class: III (expires 2026) | | | | | Mr. Welters was appointed to our Board of Directors effective October 27, 2015, and is the Chairperson of the Compensation Committee, as well as a member of the Nominating and Corporate Governance Committee. He is Founder, Chairman and CEO of CINQCARE Inc., a physician-led, community-based ambulatory care delivery system that delivers whole person care in the home, whenever possible, to Black and Brown communities. He is Executive Chairman of the BlackIvy Group, an organization focused on building and growing commercial enterprises in Sub-Saharan Africa, and Chairman of Somatus, Inc., a value-based kidney care company. Mr. Welters founded AmeriChoice in 1989 and upon acquisition by UnitedHealth Group (UHG) in 2002, joined UHG serving as Senior Adviser to the Office of the CEO, Executive Vice President and Member of the Office of the CEO, retiring in 2016. He currently serves on the public boards of Loews Corporation and Gilead Sciences, Inc. Mr. Welters is Trustee Emeritus of Morehouse School of Medicine Board of Trustees, Chairman Emeritus of the Board of New York University School of Law, Vice Chairman of the Board of New York University, a Trustee of NYU Langone Medical Center, Vice Chair of the John F. Kennedy Center for the Performing Arts and a founding member of the National Museum of African American History and Culture. | | | | Qualifications: Mr. Welters has extensive entrepreneurial and operating expertise, as well as a familiarity with board responsibilities, oversight and control resulting from his significant experience serving on the boards of directors of various public companies. | Committees: •Compensation Committee (Chair) •Nominating and Corporate Governance Committee Skills and Experience: •Global Perspective; Senior Executive and Corporate Governance; Succession Planning and Human Capital Management |

  34. Continuing Directors

    | CARLYLE | Proxy Statement 2024 | 17 |

  35. AUDIT COMMITTEE REPORT

    | Harvey M. Schwartz | | Mr. Schwartz, 60, is the Chief Executive Officer of Carlyle and member of the Board of Directors. He has served in such capacity since February 15, 2023, and is based in New York. Mr. Schwartz formerly worked at Goldman Sachs from 1997 to 2018, with his last position being President and Co-Chief Operating Officer. He also held numerous senior leadership positions including Chief Financial Officer and Global Co-Head of the Securities Division. Mr. Schwartz started his career at J. B. Hanauer & Co., and then moved to First Interregional Equity Corporation. In 1989, he joined Citigroup, where he worked in the firm's credit training program and developed a specialty in structuring commodity derivatives. He serves as the Group Chairperson and Non-Executive Director of The Bank of London, a clearing and payments bank with operations in London and New York City. Mr. Schwartz also serves on the board of SoFi Technologies, Inc., a San Francisco-based fintech company, and One Mind, a nonprofit that accelerates collaborative research and advocacy to enable all individuals facing brain health challenges to build healthy, productive lives. He is involved in a range of investment and philanthropic endeavors that include a focus on mental health and developing future business leaders, including women and young people seeking a career in finance. Mr. Schwartz earned his BA from Rutgers University, where he is a member of the university’s Board of Governors and its Hall of Distinguished Alumni. He received his MBA from Columbia University. | | John C. Redett | | Mr. Redett, 56, is the Chief Financial Officer and Head of Corporate Strategy at Carlyle. He is based in New York. Mr. Redett joined Carlyle in 2007 as an investor on the Global Financial Services team. He formerly served as the sole Head of Global Financial Services from 2020 to September 2023 and the Co-Head of Global Financial Services from 2016 to 2020. Mr. Redett is a 25-year veteran of the financial services industry and has been deeply involved in the operations and management of many financial services businesses during his career. He has led or been a key contributor to some of Carlyle’s significant investments across various subsectors of financial services, including Duff & Phelps, TCW, BankUnited, Hilb Group, EPIC, DBRS, Central Pacific Bank, CFGI, Sedgwick, PIB Group, and JenCap. He currently serves on the boards of directors for Hilb Group and NSM Insurance Group. Prior to joining Carlyle, Mr. Redett worked at Goldman Sachs from 2005 to 2007, and JPMorgan from 2000 to 2005. He received an MBA from New York University and a BS from the University of Colorado. | | Christopher Finn | | Mr. Finn, 66, is Chief Operating Officer of Carlyle. Mr. Finn is a member of Carlyle's Leadership and Operating Committees. In addition, he chairs or sits on several fund investment committees, and has been a member of the board of directors of many Carlyle portfolio companies including buyout, technology, and real estate investments. Prior to joining the firm in 1996, Mr. Finn served as Executive Vice President of the Overseas Private Investment Corporation (OPIC), the U.S. Government agency that provides financing to the U.S. investors in the developing world. Mr. Finn is an honors graduate of Harvard College. |

  36. Compensation Highlights

    | WHAT WE DO: | | | Align pay with firm performance and shareholder interests including through use of performance-vesting and time-vesting RSUs Large majority of compensation is variable, and the majority is delivered in equity Long-term incentive awards are denominated and settled in equity Prohibit short sales and derivative transactions in our equity and hedging our common stock, and generally prohibit pledging of our stock absent prior approval Regularly engage with shareholders as part of our year-round, proactive engagement Engage an independent compensation consultant that works directly for our Compensation Committee and does no work for management Tie incentive compensation to clawback policies that cover financial restatements, with one policy extending beyond the mandates of the Dodd-Frank Act and including recoupment upon detrimental activity | Require our executive officers to own a minimum value of shares of our common stock and retain a portion of certain RSU awards for a fixed minimum period following vesting Hold an annual Say-on-Pay vote and disclose response to shareholder feedback Perform an annual compensation risk assessment For our CEO’s Sign-On PSU Award, full vesting requires both 110% stock price appreciation over the 5- year performance period and relative TSR performance at the 60th percentile versus S&P 500 Financials Index constituent companies For new equity incentive awards granted since 2022, require a qualifying termination of employment following a change in control of Carlyle in order for any such change in control to trigger accelerated vesting rights | | WHAT WE DO NOT DO: | | | No excise tax “gross-up” payments in the event of a change in control No tax “gross-up” payment in perquisites for named executive officers | No dividends paid in cash on unvested equity awards Do not count unvested performance-vesting RSUs toward satisfaction of stock ownership guidelines |

  37. CEO and Other NEOs Compensation Mix and Pay-for-Performance Incentive Strategy

    CEO and Other NEOs Compensation Mix and Pay-for-Performance Incentive Strategy Our executive compensation program is driven by our pay-for-performance incentive strategy, which is reflected through our use of performance-vesting and time-vesting restricted stock unit awards, annual performance bonuses, and allocations of carried interest (including through allocations in our carried interest pool). We place a particularly strong emphasis on the use of performance-vesting restricted stock unit awards in our compensation program as they incentivize the achievement of performance targets that are important to our shareholders and/or our business as well as the continued retention of our executive officers. Base salary is the only fixed component of our executive compensation program and generally represents a minor portion of the total compensation opportunity for our named executive officers. The charts below show the mix of compensation for 2023, as reported in the Summary Compensation Table, for our CEO, Mr. Schwartz, and for our other named executive officers (averaged as a group). This compensation mix reflects our pay-for-performance incentive strategy which, as discussed further below under “Shareholder Engagement on Executive Compensation,” we believe is favored by our shareholders and which will be furthered for 2024 compensation through our 2024 Stock Price Appreciation PSU Award Program.

  38. Our Response to Shareholder Feedback

    Our Response to Shareholder Feedback Given the breadth of our engagement, discussions covered a wide range of topics with priorities varying by shareholder. As it pertained to executive compensation, our discussions with shareholders focused on four primary areas: •the sign-on performance-vesting and time-vesting restricted stock unit awards granted to our Chief Executive Officer, •one-year performance periods for certain performance-vesting restricted stock unit awards granted to certain NEOs, •incorporation of consistent quantitative metrics into our executive compensation programs, and •historical performance of our stock and our relative total shareholder return performance. The majority of our shareholders expressed support for the restricted stock unit awards and overall compensation program implemented in 2023 for our Chief Executive Officer, Mr. Schwartz. Shareholders appreciated that our 2023 Proxy Statement provided an overview of our 2023 compensation programs, giving them comfort that the Compensation Committee-designed programs reflected a robust assessment of performance. Many of our shareholders also supported and acknowledged the need to tailor equity awards to appropriately reward, retain, and incentivize key leaders. Most of our shareholders also valued that DEI and ESG achievements were among the performance factors considered in making compensation decisions for our NEOs. While our engagement showed support for our approach to compensation, some shareholders raised concerns with respect to certain elements of our compensation programs. The below table summarizes our response to those concerns we heard most often.

  39. Our Response to Shareholder Feedback

    | Feedback | Response | | Preference for restricted stock unit awards that incentivize stock price appreciation | •In light of positive feedback for the structure of our CEO’s Sign-On PSU Award, in February 2024 we granted PSU awards under our 2024 Stock Price Appreciation PSU Award Program to certain of our NEOs. These PSU awards only vest based on the achievement of rigorous stock price targets •Vast majority of NEO compensation granted in equity incentive awards rather than paid in cash to drive alignment with our shareholders | | Questions regarding design of and strategy behind one-year performance awards granted to certain NEOs | •We did not grant any one-year performance-vesting RSUs in 2024. Instead, we granted PSUs under our 2024 Stock Price Appreciation PSU Award Program to certain NEOs, which rewards the achievement of rigorous stock price targets over a three-year performance period | | Desire to see clear and streamlined quantitative metrics incorporated into our executive compensation programs | •Used clear goals and metrics to determine a portion of our CEO’s 2023 annual performance bonus based on the achievement of certain quantitative goals, which we will do again for the CEO’s 2024 annual performance bonus •Simplified and streamlined 2023 executive compensation programs, focusing on shareholder alignment |

  40. Compensation Philosophy

    | PAY-FOR- PERFORMANCE | | ALIGNMENT | | BALANCE | | Establish a clear relationship between performance and compensation | | Align short-term and long-term incentives with our shareholders and fund investors | | Provide competitive incentive opportunities, with an appropriate balance between short-term and long-term incentives | | | | | | | | FIRM GOALS AND OBJECTIVES | | | | | | We seek to incentivize our named executive officers and other key employees to work to achieve the firm’s goals and objectives and to execute our strategic plan through our compensation philosophy. We believe that the key to achieving our goals and objectives is an organized, unbiased approach to compensation that is well understood and responsive to changes in the economy and industry. | | | | |

  41. Compensation Consultants

    Compensation Consultants Pay Governance has been engaged by the Compensation Committee to serve as its independent compensation consultant. In 2023, Pay Governance provided comparative market compensation data in order to provide a general understanding of current compensation practices, information on best practices and trends, and modeling of various alternative compensation structures. Korn Ferry was engaged by management in 2023 and assisted management in making executive compensation recommendations in 2023, but is no longer engaged by management.

  42. Compensation Elements

    Compensation Elements The primary elements of our compensation program for our named executive officers are generally base salary, annual cash bonuses, and long-term incentives, including the ownership of restricted stock units (“RSUs”) and, for certain of our named executive officers, carried interest and carried interest pool. We periodically review the compensation of our key employees, including our named executive officers and, from time to time, we may implement new plans or programs or otherwise make changes to the compensation structure relating to current or future key employees.

  43. Cash and Long-Term Equity Incentives

    Cash and Long-Term Equity Incentives

  44. Cash and Long-Term Equity Incentives

    | Compensation Element | | CEO | Other NEOs | Purpose and Alignment | | Cash | Base Salary | | | Provides a base compensation floor, but is not intended to be a significant element of compensation for our executives. | | | Annual Performance Bonus | | | Rewards achievement of key strategic and financial priorities and goals. | | Long-Term Equity Awards Granted in 2023 Granted February 2023 | 2023 CEO Sign-On RSU and PSU Awards | | | Granted in connection with Mr. Schwartz’s hiring in February 2023 in order to align the interests of our CEO with those of our shareholders and drive both stock price appreciation over 5 years and strong relative performance, with 110% appreciation and superior outperformance relative to the constituent companies in the S&P 500 Financial Index required for full vesting. | | | Annual/Discretionary Time-Vesting RSUs | | | Generally awarded annually based on prior year performance to promote continued retention and share ownership. | | | 2023 Additional RSUs | | | Incentivize the continued retention of our executives as we underwent a transition in our Chief Executive Officer. | | | One-Year Performance-Vesting RSUs | | | Drive executive performance in 2023 to achieve key financial metrics. These awards were discontinued in 2024 in response to shareholder feedback. | | Legacy Long-Term Performance Equity Awards | Performance-Vesting Strategic Equity Award Program RSUs Third Tranche (2023) | | | Third tranche of RSU awards granted in 2021 in connection with the implementation of our then-new Strategic Plan (in order to incentivize the retention of our executives and achievement of key financial performance metrics linked to the Strategic Plan), with performance goals tied to FRE achievement in 2023. | | Long-Term Equity Awards Granted in 2024 Granted February 2024 | Annual/Discretionary Time-Vesting RSUs | | | Generally awarded annually based on prior year performance to promote continued retention and share ownership. | | | Bonus Deferral Program RSUs | | | Further drive alignment between our NEOs and our shareholders by converting an amount otherwise payable in cash to an equity award that vests over a period of 3 years. | | | 2024 Stock Price Appreciation Program PSUs | | | Designed based on the feedback received from shareholders to align the interests of certain of our NEOs with our shareholders and drive stock price appreciation by linking vesting to rigorous stock price appreciation targets over 3 years with 60% appreciation required for full vesting. |

  45. Annual Cash Performance Awards

    Annual Cash Performance Awards

  46. Chief Executive Officer Performance Bonus

    Chief Executive Officer Performance Bonus

  47. 2023 Performance Bonus Metrics

    2023 Performance Bonus Metrics Pursuant to the terms of Mr. Schwartz’s Employment Agreement, for each calendar year during the term of his employment, he is eligible to receive an annual cash bonus with a target value of 300% of his base salary (a target value of $3,000,000 for 2023), and with a maximum value equal to 200% of his target opportunity (for a maximum opportunity of $6,000,000 for 2023). The amount of any bonus paid to Mr. Schwartz is determined based on the level of attainment of Company financial performance and individual performance measures. For Mr. Schwartz’s bonus opportunity for 2023, the Compensation Committee determined that 50% would be determined based on Carlyle’s achievement of certain FRE targets (tied to 25% of the total bonus opportunity) and targets relating to the removal of expenses from the approved budget (tied to an additional 25% of the total bonus opportunity), with goals set at the threshold (50% of target payout), target (100% of target payout) and maximum (200% of target payout) levels of performance. For the remaining 50% of Mr. Schwartz’s annual bonus opportunity for 2023, the Compensation Committee determined that such portion would be determined based on the Compensation Committee’s evaluation of Mr. Schwartz’s and the Company’s performance in the categories of (1) Organizational Design Initiatives, (2) Talent/People, and (3) Revenue Growth, with each such category representing 1/3 of the remaining 50% of Mr. Schwartz’s annual bonus opportunity and with each such category to be evaluated on a scale of 0-200%. Following the Compensation Committee’s evaluation of such performance, on February 5, 2024 the Compensation Committee approved an annual cash performance bonus to Mr. Schwartz in the amount of $6,000,000. The Compensation Committee evaluated the achievement of the FRE targets and targets relating to the removal of expenses from the approved budget as follows (with actual FRE results and the actual amount of expenses removed from the approved budget each adjusted downward by $17.6 million in order to take into account the effect of deferring a portion of certain employee bonuses in the form of a grant of RSUs pursuant to the Bonus Deferral Program):

  48. 2023 Performance Bonus Metrics

    | | | Financial Performance Metric Evaluation | | | | | | Target Bonus Weight | Bonus Objective | Threshold (50% of Target Payout) | Target (100% of Target Payout) | Maximum (200% of Target Payout) | Achievement Rating | Weighted Payout | | | FRE | | | | 200% | 50% | | | Remove Expenses from Approved Budget | | | | 200% | 50% |

  49. 2023 Performance Bonus Metrics

    | 52 | CARLYLE | Proxy Statement 2024 |

  50. 2023 Performance Bonus Metrics

    The Compensation Committee evaluated Mr. Schwartz’s and the Company’s performance in the categories of (1) Organizational Design Initiatives, (2) Talent/People, and (3) Revenue Growth as follows:

  51. 2023 Performance Bonus Metrics

    | | | Qualitative Performance Metric Evaluation | | | | | Target Bonus Weight | Bonus Objective | Performance Factors Considered | | Achievement Rating | Weighted Payout | | | Organizational Design Initiatives | •Built out the senior leadership team in order to best oversee overall corporate, segment, and fund performance, and to streamline decision-making. •Directed the design of a comprehensive restructuring of our compensation strategy, as announced to our shareholders in February 2024, to enhance alignment across stakeholders, reduce FRE compensation, and increase our carry compensation payout in the coming years. •Initiated a comprehensive restructuring of our Investor Relations team in order to integrate a more cohesive global distribution and sales approach across the firm. •Advocated for the firm’s Sustainability strategy, and oversaw key strategic initiatives in 2023. •Prioritized technology transformation and the adoption of artificial intelligence to enable Carlyle’s next phase of growth, including through the appointment of a new Chief Information Officer and Head of Technology Transformation. | | 200% | 33.33% | | | Talent/People | •Oversaw succession planning, including following the retirement of Mr. Buser as our Chief Financial Officer. •Oversaw the implementation of intentional compensation differentiation, with a focus on enhancing bonus pools in key business areas and encouraging managers to adhere to our pay-for- performance incentive strategy. •Emphasized a focus on total compensation philosophy (base salary, annual performance bonus, RSUs, and other long-term incentives (i.e., carried interest and carried interest pool)). •Used DEI as a value-driver in the portfolio and led firm- wide DEI initiatives, including in his role as the Chair of the DEI Council. | | 200% | 33.33% | | | Revenue Growth | •Worked closely with the Global Distribution Team to raise $37 billion in capital, resulting in Carlyle's third- best fundraising year and highlighting the breadth and diversity of our product offerings, strong brand recognition, and the potential for further growth in private wealth channels. •Personally conducted extensive global investor outreach across the world, participating in more than 300 investor meetings. •Positioned the retail channel for continued success, with a focus on expanding product offerings across all three business segments. •Supported further development of the insurance channel as a capital source, including by tailoring investment strategies for the platform. | | 200% | 33.33% | | | | Final Weighted Achievement Factor: | | | 200% | | | | | Mr. Schwartz 2023 Annual Bonus: | | $6,000,000 |

  52. 2023 Performance Bonus Metrics

    Mr. Schwartz’s annual bonus for 2024 will be determined based on his level of attainment of financial and individual performance measures, including those related to the achievement of financial metrics, shareholder value creation, leadership, strategic planning and organizational design, and other similar measures as determined by the Compensation Committee.

  53. 2023 Performance Bonus Metrics

    | CARLYLE | Proxy Statement 2024 | 53 |

  54. Other Named Executive Officer Annual Performance Bonuses

    Other Named Executive Officer Annual Performance Bonuses For 2023, Messrs. Redett, Ferguson, Finn, Larson and Buser were awarded discretionary annual performance bonuses that were determined and approved by our Board following the recommendation of the Compensation Committee. Mr. Conway did not receive an annual performance bonus for his service in 2023. Because Mr. Buser served as Chief Financial Officer through September 30, 2023, and remained with Carlyle as a Senior Advisor through December 31, 2023, our Board (following the recommendation of the Compensation Committee) determined that it was appropriate to award Mr. Buser a discretionary cash bonus for his service during 2023. In determining the annual bonuses for Messrs. Redett, Ferguson, Finn, Larson, and Buser, our Compensation Committee considered our significant firm and individual accomplishments in 2023:

  55. Other Named Executive Officer Annual Performance Bonuses

    | FIRM FINANCIAL PERFORMANCE | | | | FRE* $859.4 million | FRE Margin* 37% | AUM $426 billion up 14% from 2022 | | Fundraising $37.1 billion | DE per share* $3.24 | 2023 TSR 41% | | INDIVIDUAL ACHIEVEMENTS | | | | John Redett | •Successfully transitioned to the role of Chief Financial Officer and Head of Corporate Strategy to provide, in collaboration with our Chief Executive Officer, new leadership and strategic vision across our business. •Oversaw our accounting, finance and treasury functions while actively managing our balance sheet to support our strategic objectives and growth initiatives and maintaining appropriate capital and liquidity. •Led the design and implementation of a comprehensive restructuring of our compensation strategy, as announced to our shareholders in February 2024, to enhance alignment across stakeholders, reduce FRE compensation, and increase our carry compensation payout in the coming years. •Developed our strategic capital plan, including our previously announced $1.4 billion share repurchase authorization. •Extensively engaged with our shareholders and investors across the globe regarding our strategic direction and priorities and compensation realignment. | | | Christopher Finn | •Led operations across our global platform, including active oversight across our business segments and functional teams, supporting new product development and growth initiatives and spearheading new projects to enhance operational efficiency and operating leverage. •Facilitated the onboarding of our new Chief Executive Officer and new Chief Financial Officer, providing essential support and insights across the firm’s operations, culture, and strategic direction to ensure a seamless transition. •Partnered with the CEO to strategically restructure select businesses, aiming to enhance scale and operational efficiency while optimizing the deployment of our talent and resources. •Drove targeted and disciplined cost-management, delivering firm level margin improvements while enabling the deployment of additional resources into our businesses that are best-positioned for growth. •Helped lead the implementation of our succession plan to elevate talented personnel to key senior leadership roles, including the appointment of our new Global Head of Corporate Affairs, Chief Information Officer and Head of Technology Transformation and Chief Human Resources Officer. •Co-led our firm’s Leadership Committee during the CEO transition, led our Operating Committee and was an active member of other key firm committees including our Risk Committee, New Products and Distribution Committee, and ESG Committee in addition to chairing or serving on the investment committees of several of our Global Private Equity funds. •Served as a visible and active representative of the senior leadership of the firm in speaking at and attending numerous employee town hall meetings, employee resource group meetings and other firm events that are key to maintaining our corporate culture and instilling our corporate values across the global employee base. | |

  56. Other Named Executive Officer Annual Performance Bonuses

    | 54 | CARLYLE | Proxy Statement 2024 |

  57. Other Named Executive Officer Annual Performance Bonuses

    | Jeffrey Ferguson | •Oversaw our global Legal and Compliance team and provided counsel and guidance to senior management and other leaders across the firm on a wide range of legal and regulatory matters. •Addressed legal and regulatory considerations applicable to our global investment advisory business and to our firm as a public company. •Focused on risk management and the continuing enhancement of our global compliance function in light of ever increasing and evolving regulatory requirements. •Managed the firm’s global litigation strategy and insurance program. |

  58. Other Named Executive Officer Annual Performance Bonuses

    *FRE and DE per share are described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial Measures —Non-GAAP Financial Measures—Fee Related Earnings” in our Annual Report on Form 10-K. FRE Margin is calculated as FRE, divided by Total Segment Fee Revenues. For a reconciliation of non-GAAP measures to the corresponding GAAP Measures, please see Appendix A: Reconciliation of Non-GAAP Measures. In determining the annual bonus for Mr. Larson, the Compensation Committee considered his leadership and oversight of succession planning, talent management, training and development and compensation across our global employee base, his leadership and enhanced communications to our employees during the firm’s Chief Executive Officer and Chief Financial Officer transitions, as well as his continuing commitment to furthering our DEI objectives. In determining the annual bonus for Mr. Buser, the Compensation Committee considered his oversight of our accounting, finance and treasury functions and management of our balance sheet through the third quarter of 2023, his leadership during Mr. Schwartz’s transition to become the Chief Executive Officer and his assistance with Mr. Redett’s transition to the Chief Financial Officer role in the fourth quarter. As part of our realigned compensation program that we announced in February 2024, we implemented a Bonus Deferral Program for annual performance bonuses for 2023, pursuant to which 10% of the total 2023 annual performance bonus for certain of our employees (including certain of our NEOs) was paid in the form of a grant of RSUs. These Bonus Deferral Program RSUs were granted to Messrs. Redett, Finn, Ferguson, and Larson on February 6, 2024, and will be eligible to vest in three equal installments on February 6 of 2025, 2026, and 2027, generally subject to continued employment on each date. By paying a portion of certain of our NEOs’ annual performance bonuses in RSUs, our NEOs will be further aligned with our shareholders. Mr. Buser did not participate in the Bonus Deferral Program due to his retirement effective December 31, 2023. The grant date fair value of the Bonus Deferral Program RSU awards will be reflected as stock awards for 2024 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2024 table in our Proxy Statement for our 2025 Annual Meeting of Shareholders. We may determine to pay a higher percentage of annual performance bonuses in the form of RSUs under the Bonus Deferral Program in future years. Following consideration of the achievements and contributions discussed above, we determined to pay our applicable NEOs the 2023 annual performance bonus totals set forth below, 90% of which was paid in cash and 10% of which was mandatorily deferred pursuant to our Bonus Deferral Program and paid in the form of RSU awards, in such amounts as set forth below:

  59. Other Named Executive Officer Annual Performance Bonuses

    | Name | Cash Portion of 2023 Annual Performance Bonus | Target Value of Bonus Deferral Program RSU Portion of 2023 Annual Performance Bonus | 2023 Annual Performance Bonus Total (Cash Plus Target Value of Bonus Deferral Program RSUs) | | John Redett | $2,250,000 | $250,000 | $2,500,000 | | Christopher Finn | $2,250,000 | $250,000 | $2,500,000 | | Jeffrey Ferguson | $1,575,000 | $175,000 | $1,750,000 | | Bruce Larson | $1,575,000 | $175,000 | $1,750,000 | | Curtis Buser | $1,750,000 | $— | $1,750,000 |

  60. Other Named Executive Officer Annual Performance Bonuses

    | CARLYLE | Proxy Statement 2024 | 55 |

  61. Long-Term Equity Awards

    Long-Term Equity Awards Long-term equity awards are a foundation of our executive compensation program. The majority of the compensation for our NEOs in any year is generally comprised of equity awards, which provides for alignment between the interests of our NEOs and the interests of our shareholders. The following sets forth a summary of the sign-on RSU awards granted to Mr. Schwartz in 2023, the RSU awards granted to Messrs. Ferguson, Finn, Larson, and Buser during 2023 (in respect of 2022 performance), the RSU awards granted to Messrs. Redett, Ferguson, Finn, and Larson during 2024 (in respect of 2023 performance), the performance results for previously granted performance-vesting RSUs aligned to our strategic plan and certain new performance-vesting RSUs granted to certain of our NEOs in 2024 pursuant to our 2024 Stock Price Appreciation PSU Award Program. Mr. Redett did not receive any RSU awards during 2023. Mr. Conway has not been awarded any RSUs (in respect of 2023 performance or otherwise).

  62. CEO Sign-On RSU/PSU Awards

    CEO Sign-On RSU/PSU Awards In connection with the commencement of Mr. Schwartz’s service on February 15, 2023, Mr. Schwartz received a grant of 2,031,602 time-vesting restricted stock units (the “Sign-On RSU Award”) and 4,730,617 performance-vesting restricted stock units (the “Sign-On PSU Award” and together with the Sign-On RSU Award, the “Schwartz Sign-On Awards”). The Schwartz Sign-On Awards were granted pursuant to the Nasdaq “inducement award” exception under Nasdaq Listing Rule 5635(c)(4) and, although not granted pursuant to the Equity Incentive Plan, are generally subject to the terms of the Equity Incentive Plan. The mix of Sign-On RSUs versus Sign-On PSUs based on the numbers of RSUs and PSUs granted on February 15, 2023 was as follows:

  63. CEO Sign-On RSU/PSU Award Mix

    CEO Sign-On RSU/PSU Award Mix

  64. CEO Sign-On RSU/PSU Award Mix

    | • | Time-Vesting | • | Performance-Vesting |

  65. CEO Sign-On RSU/PSU Award Mix

    The number of RSUs issued under the Sign-On RSU Award was determined based on an intended value at grant of $72,000,000 divided by the closing price of the Company’s common stock on the date of grant. The Sign-On RSU Award will vest ratably in four installments and requires Mr. Schwartz’s continuous service through February 1 of each of 2024, 2025, 2026, and 2027, in each case, with settlement to occur on December 15 of the prior year, subject to clawback if the service requirement for that applicable year is not met. Settlement occurred for the first tranche of the Sign-On RSU Award on December 15, 2023. The Sign-On RSU Award contains certain termination-related vesting provisions, as described in further detail under “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control.” The number of PSUs issued under the Sign-On PSU Award was determined based on an intended value at grant of $108,000,000 divided by the per share accounting fair value of the Sign-On PSU Award on the grant date. The Sign-On PSU Award is eligible to vest in five equal tranches. Each tranche of the Sign-On PSU Award is subject to a performance-based vesting condition that requires achievement of an absolute stock price hurdle of $42.74, $51.29, $58.12, $64.96, and $71.80, respectively, which represents 125%, 150%, 170%, 190%, and 210%, respectively, of the starting share price of $34.19 (which was the average closing price for a share of our common stock for the 30-trading day period beginning January 3, 2023 and ending February 14, 2023). The period for measuring stock price performance began on February 15, 2023, and ends on January 31, 2028. An absolute stock price hurdle is deemed achieved when the average closing price for a share of our common stock over a period of 45 consecutive trading days (beginning and ending during the performance period) is equal to or greater than the associated hurdle.

  66. CEO Sign-On RSU/PSU Award Mix

    | 56 | CARLYLE | Proxy Statement 2024 |

  67. CEO Sign-On RSU/PSU Award Mix

    The two tranches of the Sign-On PSU Award tied to the achievement of average closing stock prices of $64.96 and $71.80 are also subject to an additional performance condition based on our relative total shareholder return (“TSR”) performance as measured against the performance of the companies included in the S&P 500® Financials Index as of February 15, 2023. Such relative TSR performance is measured on the date(s) that either (or both) of such stock price targets are achieved, and if our relative TSR performance is in the 60th percentile (or higher) of such group, Mr. Schwartz will vest in 100% of the applicable tranche(s), if our relative TSR performance is in the 50th percentile of such group, Mr. Schwartz will vest in 50% of the applicable tranche(s), and if our relative TSR performance is between the 50th and 60th percentile of such group, the number of RSUs earned in respect of the applicable tranche(s) will be determined by linear interpolation between 50% and 100%. If our relative TSR performance is below the 50th percentile of such group then 0% of the corresponding number of RSUs will be earned and the applicable tranche(s) of the Sign-On PSU Award will be forfeited for no consideration and without the opportunity to measure our relative TSR performance again at a later date. In addition, each tranche of the Sign-On PSU Award is subject to time-based vesting conditions requiring minimum service through at least February 1 of 2024, 2025, 2026, 2027, and 2028 (respectively), which generally reflects minimum service periods of one year, two years, three years, four years, and five years (respectively). If the performance condition for a tranche of the Sign-On PSU Award is achieved prior to achievement of the corresponding minimum service period, then such tranche will remain outstanding and will vest on February 1 of the applicable year. If the minimum service period for a tranche of the Sign-On PSU Award is achieved prior to achievement of the corresponding performance condition(s), then the tranche will remain outstanding and eligible to vest on the first of the following dates to occur following the achievement of the corresponding performance condition(s), subject to continued service through such date: February 1, May 1, November 1, and August 1. We achieved a 45-trading day average closing stock price of $42.74 on March 12, 2024. Accordingly, we anticipate that Mr. Schwartz will vest in the first tranche of the Sign-On PSU Award on May 1, 2024.

  68. CEO Sign-On RSU/PSU Award Mix

    | Minimum Service Periods | | | | | | | 1 year | 2 years | 3 years | 4 years | 5 years | | | | | | | PSU Tranche 5 $71.80 (210% of starting share price) | Additional Relative TSR Condition | | | | | PSU Tranche 4 $64.96 (190% of starting share price) | | | | | | PSU Tranche 3 $58.12 (170% of starting share price) | | | | | | PSU Tranche 2 $51.29 (150% of starting share price) | | | | | | PSU Tranche 1 $42.74 (125% of starting share price) | | | | | | | RSU Tranche 1 | RSU Tranche 2 | RSU Tranche 3 | RSU Tranche 4 | | |

  69. CEO Sign-On RSU/PSU Award Mix

    Any PSUs under the Sign-On PSU Award that do not vest by February 1, 2028, will be forfeited for no consideration. The Sign-On PSU Award contains certain termination-related vesting provisions, as described in further detail under “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control.”

  70. CEO Sign-On RSU/PSU Award Mix

    | CARLYLE | Proxy Statement 2024 | 57 |

  71. CEO Sign-On RSU/PSU Award Mix

    If any of the RSUs under the Schwartz Sign-On Awards are outstanding and unvested on the record date for the payment of a cash dividend on our shares of common stock, then on the payment date of such cash dividend, the Sign-On RSU Award and the Sign-On PSU Award will be increased by a number of additional dividend equivalent RSUs/PSUs (as applicable) determined by multiplying the dollar amount of the cash dividend paid by the number of RSUs/PSUs (as applicable) outstanding on the payment date for such dividend and dividing by the closing price for a share of our common stock on the payment date for such dividend. Any such additional dividend equivalent RSUs/PSUs (as applicable) will be subject to the same terms and conditions as the RSUs/PSUs (as applicable) under the Sign-On RSU Award/Sign-On PSU Award (as applicable) with respect to which they were credited. Mr. Schwartz must retain 25% of the net after-tax shares delivered in respect of the Schwartz Sign-On Awards until the first to occur of his termination of employment (including by reason of his death or disability) or a change in control of Carlyle.

  72. 2023 RSU Grants (2022 Performance) – Other Named Executive Officers

    2023 RSU Grants (2022 Performance) – Other Named Executive Officers As part of our 2022 year-end compensation program, on February 1, 2023, we awarded both annual time-vesting RSU grants and additional time-vesting RSU grants, and on February 7, 2023, we awarded performance-vesting RSU grants, in each case, to each of Messrs. Finn, Ferguson, Larson, and Buser based on their 2022 performance, leadership, overall responsibilities, and expected future contributions to the firm’s success. Upon the effectiveness of Mr. Buser’s retirement on December 31, 2023, Mr. Buser forfeited all of the RSU awards discussed herein. The grant date fair value of these awards is reflected as stock awards for 2023 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2023 table.

  73. 2023 RSU Grants (2022 Performance) – Other Named Executive Officers

    | Name | Number of Annual Time-Vesting RSUs | Number of Additional Time-Vesting RSUs | Target Number of 2023 One-Year Performance-Vesting RSUs | | Christopher Finn | 111,235 | 28,736 | 64,887 | | Jeffrey Ferguson | 74,157 | 84,353 | 37,079 | | Bruce Larson | 111,235 | 102,893 | 64,887 | | Curtis Buser | 111,235 | 28,736 | 64,887 |

  74. 2023 ANNUAL TIME-VESTING RSUs

    2023 ANNUAL TIME-VESTING RSUs

  75. 2023 ANNUAL TIME-VESTING RSUs

    | Grant Date | February 1, 2023 | | Terms | The annual time-vesting RSUs are eligible to vest 40% on August 1, 2024, 30% on August 1, 2025, and 30% on August 1, 2026, subject to the applicable named executive officer’s continued employment through each applicable vesting date. |

  76. 2023 ADDITIONAL TIME-VESTING RSUs

    2023 ADDITIONAL TIME-VESTING RSUs In addition to the above annual time-vesting awards, on February 1, 2023 (at which time Carlyle had not yet hired a permanent Chief Executive Officer), in order to incentivize their continued retention as we underwent a transition in leadership, Messrs. Ferguson, Finn, Larson, and Buser received additional time-vesting RSUs. These awards align our applicable named executive officers with our shareholders as 25% of any vested shares issued to any such named executive officer must generally be retained by them until the earlier of (i) the first anniversary following the recipient’s termination of services or (ii) August 2027 (i.e., one year following the final vesting date of the award).

  77. 2023 ADDITIONAL TIME-VESTING RSUs

    | Grant Date | February 1, 2023 | | Terms | The 2023 additional time-vesting RSUs are eligible to vest 40% on August 1, 2024, 30% on August 1, 2025, and 30% on August 1, 2026, subject to the applicable named executive officer’s continued employment through each applicable vesting date. |

  78. 2023 ADDITIONAL TIME-VESTING RSUs

    | 58 | CARLYLE | Proxy Statement 2024 |

  79. 2023 ONE-YEAR PERFORMANCE-VESTING RSUs

    2023 ONE-YEAR PERFORMANCE-VESTING RSUs

  80. 2023 ONE-YEAR PERFORMANCE-VESTING RSUs

    | Grant Date | February 7, 2023 | | Terms | The one-year performance-vesting RSUs were eligible to vest, subject to the applicable named executive officer’s continued employment through the vesting date (which was on February 6, 2024), based on the achievement of specified performance metrics for fiscal 2023 that were set in February 2023, as described below. Each applicable named executive officer had the opportunity to earn between 0% and 200% of the target amount of the one-year performance-vesting RSUs based on the level of achievement of such specified performance metrics, as described below, subject to a cap of 150% if the volume weighted average price of the Company’s common stock over the 30 consecutive trading-day period ending on the last day of the applicable performance period was less than or equal to the volume weighted average price of the Company’s common stock for the 30 consecutive trading-day period ending on the date on which the underlying performance goals for such performance period were approved, which is referred to herein as the “Share Price Governor.” |

  81. 2023 ONE-YEAR PERFORMANCE-VESTING RSUs

    The performance metrics for the 2023 One-Year Performance-Vesting RSUs were as follows:

  82. 2023 ONE-YEAR PERFORMANCE-VESTING RSUs

    | Performance Metrics | Weighting | How Goals are Calculated | | Fee Related Earnings (“FRE”) | | FRE is described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial Measures—Non-GAAP Financial Measures—Fee Related Earnings” in our Annual Report on Form 10-K. | | Realized Net Performance Revenues (“RNPR”) | | RNPR is described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K. | | Fee-Earning Assets Under Management Raised (“FEAUM Raised”) | | FEAUM Raised represents fee earning capital raised from limited partners and excludes capital commitments made by the firm or through our internal coinvestment program. |

  83. 2023 ONE-YEAR PERFORMANCE-VESTING RSUs

    The achievement factor for each of the fiscal 2023 performance metrics was determined by multiplying the weight attributed to each performance metric by the applicable payout percentage for each metric. The payout percentages were determined by calculating actual achievement against the target amount based on a pre-established scale. Payout percentages for actual performance between the specified threshold levels and target, and between the specified target and the maximum levels, was determined on a linear basis. When assessing performance against the applicable performance period’s performance targets, we reserve the ability to adjust the actual fiscal year results to exclude the effects of extraordinary, unusual or infrequently occurring events. We exercised this discretion to adjust the actual fiscal year results for FRE for purposes of the 2023 One-Year Performance-Vesting RSUs, as set forth below. Each metric had a financial target set at the threshold level of performance (providing for a 50% payout for such metric), the target level of performance (providing for a 100% payout for such metric), and the maximum level of performance (providing for a 200% payout for such metric). The FRE metric had a threshold level of performance of $837 million, a target level of performance of $900 million, and a maximum level of performance of $990 million. Actual FRE results of $859.4 million and the associated effects on payout levels were adjusted down by $17.6 million to $841.8 million in order to take into account the effect of deferring a portion of certain employee bonuses in the form of a grant of RSUs pursuant to the Bonus Deferral Program, resulting in 53.8% of the portion of the 2023 One-Year Performance-Vesting RSUs associated with the FRE metric being earned (and a weighted payout of 26.9%). The RNPR metric had a threshold level of performance of $335 million, a target level of performance of $500 million, and a maximum level of performance of $665 million. The actual RNPR result of $531 million resulted in 118.8% of the portion of the 2023 One-Year Performance-Vesting RSUs associated with the RNPR metric being earned (and a weighted payout of 29.7%). The FEAUM Raised metric had a threshold level of performance of $34.0 billion, a target level of performance of $40.0 billion, and a maximum level of performance of $50.0 billion. The actual FEAUM Raised result of $33.4 billion resulted in 0% of the portion of the 2023 One-Year Performance-Vesting RSUs associated with the FEAUM Raised metric being earned (and a weighted payout of 0%). The Share Price Governor for 2023 was satisfied.

  84. 2023 ONE-YEAR PERFORMANCE-VESTING RSUs

    | CARLYLE | Proxy Statement 2024 | 59 |

  85. 2023 ONE-YEAR PERFORMANCE-VESTING RSUs

    The weighted achievement factors for each performance metric resulted in a cumulative final weighted achievement factor at 56.6% of target, which resulted in Messrs. Finn and Larson each earning 36,736 shares of common stock and Mr. Ferguson earning 20,993 shares of common stock following certification of the attainment of the applicable performance metrics on February 6, 2024. Because Mr. Buser’s employment ended prior to the certification date, Mr. Buser forfeited the 2023 Performance-Vesting RSUs in full, and no shares of common stock were earned. The grant date fair value of these awards is reflected for 2023 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2023 table.

  86. 2023 Tranche of Performance-Vesting RSUs Aligned to Strategic Plan

    2023 Tranche of Performance-Vesting RSUs Aligned to Strategic Plan The third tranche of the Strategic Equity performance-vesting RSUs granted to Messrs. Ferguson, Finn, Larson, and Buser in February 2021 had performance goals tied to Carlyle’s FRE performance during the 2023 performance year. On February 6, 2024, following certification that the FRE target of $665 million for the 2023 performance year was achieved, 20% of the performance-vesting strategic equity awards granted to Messrs. Ferguson, Finn, and Larson vested, resulting in the delivery of 15,467, 23,201, and 23,201 shares of common stock to Messrs. Ferguson, Finn, and Larson, respectively. 25% of such shares must generally be retained by the applicable named executive officer until the earlier of (i) the first anniversary following the recipient’s termination of employment or (ii) February 2030. Because Mr. Buser’s employment ended prior to the certification date, Mr. Buser forfeited the unvested portion of his Strategic Equity performance-vesting RSUs (relating to the 2023 and 2024 performance years and representing 60% of the total initial award), and no shares of common stock were earned with respect to such forfeited portion.

  87. 2023 Tranche of Performance-Vesting RSUs Aligned to Strategic Plan

    | Goal | Performance Required | Earned | | | Target (100% of Target Payout) | | | FRE | | Achieved |

  88. 2023 Tranche of Performance-Vesting RSUs Aligned to Strategic Plan

    The final 40% of the Strategic Equity performance-vesting RSUs will be eligible to vest in February 2025 based on the FRE performance results for the 2024 performance year.

  89. 2024 RSU Grants (2023 Performance) – Other Named Executive Officers

    2024 RSU Grants (2023 Performance) – Other Named Executive Officers As part of our 2023 year-end compensation program, in February 2024, we awarded annual time-vesting RSU grants to Messrs. Redett, Ferguson, Finn, and Larson based on their 2023 performance, leadership, overall responsibilities, and expected future contribution to the firm’s success. If any of the RSUs under these RSU awards are outstanding and unvested on the record date for the payment of a cash dividend on our shares of common stock that occurs on or after the beginning of the first calendar quarter commencing after the grant date, then on the payment date of such cash dividend, the applicable RSU award will be increased by a number of additional dividend equivalent RSUs determined by multiplying the dollar amount of the cash dividend paid by the number of RSUs outstanding on the payment date for such dividend, and dividing such product by the closing price for a share of our common stock on the payment date for such dividend. Any such additional dividend equivalent RSUs will be subject to the same terms and conditions as the RSUs with respect to which they were credited and will only vest as and when the underlying RSUs vest. The grant date fair value of these awards will be reflected as stock awards for 2024 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2024 table in our Proxy Statement for our 2025 Annual Meeting of Shareholders.

  90. 2024 RSU Grants (2023 Performance) – Other Named Executive Officers

    | Name | Number of Time- Vesting RSUs | | John Redett | 429,800 | | Christopher Finn | 429,800 | | Jeffrey Ferguson | 107,450 | | Bruce Larson | 107,450 |

  91. 2024 RSU Grants (2023 Performance) – Other Named Executive Officers

    | 60 | CARLYLE | Proxy Statement 2024 |

  92. 2024 ANNUAL TIME-VESTING RSUs

    2024 ANNUAL TIME-VESTING RSUs

  93. 2024 ANNUAL TIME-VESTING RSUs

    | Grant Date | February 6, 2024 | | Terms | These time-vesting RSUs are eligible to vest 40% on August 1, 2025, 30% on August 1, 2026, and 30% on August 1, 2027, subject to the applicable named executive officer’s continued employment through each applicable vesting date. |

  94. 2024 Stock Price Appreciation PSU Award Program

    2024 Stock Price Appreciation PSU Award Program In February 2024, certain key personnel, including Messrs. Schwartz, Redett, and Finn, received performance-vesting RSU awards (“PSUs”) under our 2024 Stock Price Appreciation PSU Award Program. These awards are structured such that the applicable NEOs will receive value only if we deliver meaningful value for our shareholders. As described below, if the rigorous absolute stock price targets established for the applicable PSUs are not achieved, the PSUs will not vest. Based on shareholder feedback regarding furthering alignment between our NEOs and our shareholders, these PSU awards were granted in lieu of the One-Year Performance-Vesting RSU awards we have granted in recent years. The Compensation Committee viewed these PSU awards as important to align the senior management team with our shareholders, further incentivize long-term shareholder value creation and reward outstanding performance during 2023. The PSUs are eligible to vest in three equal tranches, with each tranche subject to a performance-based vesting condition that requires achievement of an absolute stock price hurdle of 120%, 140%, and 160%, respectively, of the applicable starting share price, which was determined as the average closing price for a share of our common stock for the 30-trading day period immediately preceding the applicable grant date. An absolute stock price hurdle is deemed achieved when the average closing price for a share of our common stock over a period of 30 consecutive trading days (beginning and ending during the performance period) is equal to or greater than the associated hurdle. The period for measuring stock price performance for purposes of the PSU awards begins on the applicable date of grant and ends on the third anniversary of the applicable date of grant. Any PSUs that do not vest by the last day of the applicable performance period will be forfeited for no consideration. The PSUs include certain termination-related vesting provisions, as described in further detail under “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control.” In addition, each tranche of the PSUs is also subject to time-based vesting conditions requiring minimum service periods of one year, two years, and three years. If the performance condition for a tranche of the PSUs is achieved prior to achievement of the corresponding minimum service period, then such tranche will remain outstanding and will vest on the applicable anniversary of the grant date. If the minimum service period for a tranche of the PSUs is achieved prior to achievement of the corresponding performance condition, then the tranche will remain outstanding and eligible to vest on the first of the following dates to occur following the achievement of the corresponding performance condition(s), subject to continued service through such date: February 6 (for the PSU awards to Messrs. Redett and Finn) or February 14 (for the PSU award to Mr. Schwartz), May 1, November 1, and August 1.

  95. 2024 Stock Price Appreciation PSU Award Program

    | Minimum Service Periods | | | | 1 year | 2 years | 3 years | | | | PSU Tranche 3 160% of starting share price | | | PSU Tranche 2 140% of starting share price | | | PSU Tranche 1 120% of starting share price | | |

  96. 2024 Stock Price Appreciation PSU Award Program

    | CARLYLE | Proxy Statement 2024 | 61 |

  97. 2024 Stock Price Appreciation PSU Award Program

    Messrs. Redett and Finn each received an award of 501,003 PSUs on February 6, 2024 (resulting in a performance period for such PSU awards of February 6, 2024 to February 6, 2027). These PSU awards reflect a target value of $20 million each, with the number of PSUs granted determined based on the target value divided by the volume weighted average trading price for a share of our common stock for the 30-trading day period ending on the day prior to the grant date (i.e., $39.92 for the 30-trading day period beginning December 21, 2023 and ending February 5, 2024). The applicable starting stock price for these PSU awards was $40.04, which was the average closing price for a share of our common stock for the 30-trading day period beginning December 21, 2023 and ending February 5, 2024, resulting in absolute stock price targets of $48.05, $56.06, and $64.06. Mr. Schwartz received an award of 731,351 PSUs on February 14, 2024 (resulting in a performance period for such PSU award of February 14, 2024 to February 14, 2027). This PSU award reflects a target value of $30 million, with the number of PSUs granted determined based on the target value divided by the volume weighted average trading price for a share of our common stock for the 30-trading day period ending on the day prior to the grant date (i.e., $41.02 for the 30-trading day period beginning January 2, 2024 and ending February 13, 2024). The applicable starting stock price for this PSU award was $40.63, which was the average closing price for a share of our common stock for the 30-trading day period beginning January 2, 2024 and ending February 13, 2024, resulting in absolute stock price targets of $48.76, $56.88, and $65.01. Awards granted under this program align the applicable named executive officers with our shareholders as 30% of any vested shares issued to recipients of these awards generally must be retained by them until the earlier of (i) the first anniversary following the recipient’s termination of employment or (ii) three years following delivery of the applicable vested shares. The grant date fair value of these awards will be reflected as stock awards for 2024 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2024 table in our Proxy Statement for our 2025 Annual Meeting of Shareholders.

  98. Carried Interest and Incentive Fees

    Carried Interest and Incentive Fees The general partners of our carry funds typically receive a special residual allocation of income, which we refer to as a carried interest, from our investment funds if investors in such funds achieve a specified threshold return. Similarly, the collateral managers of our structured credit funds are entitled to receive incentive fees from our credit funds if investors in such funds achieve a specified threshold return. While the “Carlyle Holdings” (as defined in “Certain Relationships and Related Transactions—Conversion to a Corporation”) entities own controlling equity interests in these collateral managers and fund general partners, our senior Carlyle professionals and our other people who work in these operations directly own a portion of the carried interest in these entities or are allocated a portion of the incentive fees, in order to better align their interests with our own and with those of the investors in these funds. We generally seek to concentrate the direct ownership of carried interest in respect of each carry fund and the incentive fees in our structured credit funds among those of our professionals who directly work with that fund so as to align their interests with those of our fund investors and of our firm. Participation in carried interest and incentive fees is a significant element of compensation for many professionals in our industry, including amongst many of our competitors, and providing such participation to certain of our professionals is critical in order to retain and incentivize such professionals. Messrs. Schwartz, Buser and Larson have not received any allocations of direct carried interest ownership or incentive fees at the fund level. Messrs. Ferguson and Finn previously received allocations of direct carried interest ownership at the fund level in respect of certain corporate private equity funds but have not received such allocations for subsequent funds. In connection with his prior role as Head of our Financial Institutions Group, Mr. Redett has received allocations of direct carried interest ownership at the fund level in respect of certain of our Financial Institutions Group and U.S. Buyout and Growth investment funds. These allocations were made in consideration of Mr. Redett’s extensive expertise in the management of the investments in such investment funds and because we believe that allocations of direct carried interest ownership to our investment professionals benefits our investment funds and our investors by aligning a significant component of compensation with the strong performance of such investment funds. The Compensation Committee would approve (or recommend for the Board’s approval) any new allocations of direct carried interest ownership to any of our other executive officers, including to Mr. Redett. In 2024, Mr. Redett received additional allocations of direct carried interest ownership at the fund level in respect of certain investments Mr. Redett worked on in his prior role as the Head of our Financial Institutions Group.

  99. Carried Interest and Incentive Fees

    Carried interest, if any, in respect of any particular investment, is only paid in cash (or, as discussed below, in fully vested shares of our common stock) when the underlying investment is realized and the applicable fund is in a position to distribute carried interest. To the extent any “giveback” obligation is triggered, carried interest previously distributed by the fund would need to be returned to such fund. Our professionals who receive direct allocations of carried interest at the fund level are personally subject to the “giveback” obligation, pursuant to which they may be required to repay carried interest previously distributed to them, thereby reducing the amount of cash received by such recipients for any such year. There is no “giveback” obligation with respect to incentive fees. Because the amount of carried interest and incentive fees payable is directly tied to the realized performance of the underlying investments within a fund, we believe this fosters a strong alignment of interests among the investors in those funds and the professionals who are allocated direct carried interest, which also indirectly benefits our shareholders. The percentage of carried interest owned at the fund level by individual professionals varies by year, by investment fund and, with respect to each carry fund, by investment. Ownership of carried interest by senior Carlyle professionals and other personnel at the fund level who are allocated carried interest is also subject to a range of vesting schedules. Vesting is tied to providing services over specified periods of time, which fosters retention and enhances the alignment of interests between our professionals who receive carried interest allocations, the firm and our fund investors.

  100. Risk Mitigation

    Risk Mitigation Our compensation program includes significant elements that discourage excessive risk taking and focus the efforts of our employees on the long-term performance of the firm, which is also reflected in their compensation. For example, notwithstanding the fact that for accounting purposes we accrue compensation for performance allocations related to our carry funds upon appreciation of the valuation of our funds’ investments above certain specified threshold return hurdles, we only make cash payments to our employees related to carried interest when profitable investments have been realized and cash is distributed first to the investors in our funds, followed by the firm, and only then to employees of the firm. Moreover, if a carry fund fails to achieve specified investment returns due to diminished performance of later investments, a “giveback” obligation may be triggered, whereby carried interest previously distributed by the fund would need to be returned to such fund. Our professionals who receive direct allocations of carried interest at the fund level are personally subject to the “giveback” obligation, pursuant to which they may be required to repay carried interest previously distributed to them, thereby reducing the amount of cash received by such recipients for any such year, which further discourages excessive risk-taking by our employees. Similarly, collateral managers of our structured credit funds are entitled to receive incentive fees from our credit funds that pay incentive fees only when the return on invested capital exceeds certain benchmark returns or other performance targets. In addition, our professional employees are eligible to, and frequently do choose to, invest their own capital in certain of the funds we manage, which directly aligns their interests with those of our fund investors. In many cases, these personal investments represent a significant portion of our employees’ after-tax compensation. These investments further encourage long-term thinking by directly aligning their interests to the long-term performance of our business. Additionally, the following practices reflect our commitment to mitigating risk: •Our CEO’s annual performance bonus opportunity is determined based on a balanced set of performance metrics, including a quantitative assessment of performance based on key metrics, and has a payout cap. •Our CEO’s Sign-On PSU Award has both absolute metrics (absolute stock price achievement) and relative metrics (TSR performance relative to the constituent companies in the S&P 500® Financials Index). •Performance-vesting RSU awards have payout caps, and our 2023 Performance-Vesting RSUs were subject to the Share Price Governor (which ensured that such performance-vesting RSU awards would not pay out at the maximum level even if all performance targets were achieved at the maximum level of performance if our shareholders did not experience share price appreciation over the performance period). •Awards under our 2024 Stock Price Appreciation PSU Award Program can only vest at target (and do not have unlimited upside potential). •Our executive officers are subject to share ownership guidelines (including baseline share ownership guidelines, and award-specific post-vesting retention requirements).

  101. Incentive Compensation Clawback Policy

    Incentive Compensation Clawback Policy In 2021, the Compensation Committee adopted the Incentive Compensation Clawback Policy (the “Clawback Policy”) in order to ensure that incentive compensation is paid or awarded based on accurate financial results and the correct calculation of performance against incentive targets, and to create and maintain a culture that emphasizes integrity and accountability and reinforces our pay-for-performance compensation policy. Under the Clawback Policy, if the Compensation Committee determines that “incentive compensation” (which includes annual performance bonuses and time-based and performance-based long-term incentive awards, including cash, RSUs, stock options, stock appreciation rights, restricted stock, performance share units or other equity-based awards) of its current and former Section 16 officers or the heads of its business segments was overpaid, in whole or in part, as a result of a restatement of the reported financial results of the Company or any of its segments due to material non-compliance with financial reporting requirements (unless due to a change in accounting policy or applicable law), or due to such incentive compensation being calculated on the basis of inaccurate information, then the Compensation Committee will determine, in its discretion and as permitted by and consistent with applicable law, whether to seek to recover or cancel any overpayment of incentive compensation paid or awarded based on the inaccurate financial information or results that were later restated. The Clawback Policy also provides that if a covered person engages in any detrimental activity (as defined in the Clawback Policy) as determined by the Compensation Committee, the Compensation Committee may, in its sole discretion, provide for one or more of the following: (i) cancellation of any or all of such covered person’s incentive compensation (determined as set forth above, and including future incentive compensation); or (ii) forfeiture by the covered person of any gain realized on the vesting or exercise of awards, and prompt repayment of any such gain to us. The Compensation Committee may recoup amounts determined to be owed pursuant to the foregoing through all or any of (a) requiring reimbursement of amounts previously paid in cash, (b) seeking recovery or forfeiture of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any time-based or performance-based equity awards, (c) offsetting the recouped amount from any compensation otherwise owed to the covered individual, (d) cancelling outstanding vested or unvested time-based or performance-based equity awards, or (e) taking any other remedial or recovery action permitted by law.

  102. Summary Compensation Table

    Summary Compensation Table The following table presents summary information concerning compensation of our named executive officers during the fiscal years indicated below. For our named executive officers who own direct carried interest allocations or allocations of incentive fees at the fund level, we have reported in the “All Other Compensation” column amounts that reflect the actual cash distributions received by our named executive officers in respect of such allocations during the relevant year. The Principal Positions referenced below are as of January 1, 2024.

  103. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Cash Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Harvey M. Schwartz | 2023 | 838,462 | — | 179,981,039 | 6,000,000(2) | 174,597(3) | 186,994,098 | | Chief Executive Officer (principal executive officer) | | | | | | | | | John Redett Chief Financial Officer (principal financial officer) | 2023 | 500,000 | 2,250,000 | — | — | 79,346(4) | 2,829,346 | | Christopher Finn | 2023 | 500,000 | 2,250,000 | 6,774,172 | — | 577,147(5) | 10,101,319 | | Chief Operating Officer | 2022 | 500,000 | 1,750,000 | 3,108,697 | — | 1,168,413 | 6,527,110 | | | 2021 | 275,000 | 2,750,000 | 11,149,577 | — | 1,477,717 | 15,652,294 | | Jeffrey W. Ferguson | 2023 | 500,000 | 1,575,000 | 6,419,168 | — | 237,132(6) | 8,731,300 | | General Counsel | | | | | | | | | William E. Conway, Jr. | 2023 | 500,000 | — | — | — | — | 500,000 | | Former Interim Chief Executive Officer | 2022 | 500,000 | — | — | — | — | 500,000 | | Bruce M. Larson Former Chief Human Resources Officer | 2023 | 500,000 | 1,575,000 | 9,180,567 | — | 165,792(7) | 11,421,359 | | | 2022 | 500,000 | 1,750,000 | 3,108,697 | — | 63,907 | 5,422,604 | | | 2021 | 275,000 | 2,750,000 | 8,477,626 | — | — | 11,502,626 | | Curtis L. Buser Former Chief Financial Officer | 2023 | 500,000 | 1,750,000 | 6,774,172 | — | 473,302(8) | 9,497,474 | | | 2022 | 500,000 | 1,750,000 | 3,108,697 | — | 317,650 | 5,676,347 | | | 2021 | 275,000 | 2,750,000 | 11,149,577 | — | 54,384 | 14,228,961 |

  104. Summary Compensation Table

    (1)This amount represents the aggregate grant date fair value of the RSUs and PSUs, as applicable, granted in the year shown, computed in accordance with U.S. GAAP pertaining to equity-based compensation. For additional information regarding the determination of grant-date fair value see Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. For 2023, amounts reported reflect: (i) the Sign-On RSU Award and the Sign-On PSU Award granted to Mr. Schwartz on February 15, 2023 in connection with the commencement of his employment, (ii) the annual time-vesting RSU awards that were granted to Messrs. Ferguson, Finn, Larson and Buser on February 1, 2023, (iii) the additional time-vesting RSUs granted to Messrs. Ferguson, Finn, Larson and Buser on February 1, 2023, and (iv) the one-year performance-vesting RSUs that vest based on achievement of FRE, RNPR and FEAUM Raised targets that were granted to Messrs. Ferguson, Finn, Larson and Buser on February 7, 2023. The grant date fair value of the Sign-On PSU Award granted to Mr. Schwartz was computed in accordance with U.S. GAAP pertaining to equity-based compensation based upon the estimated outcome of the market conditions as of the grant date. The Sign-On PSU Award granted to Mr. Schwartz was subject to market conditions, and not performance conditions, as defined under ASC Topic 718, and therefore did not have a maximum grant date fair value that differed from the grant date fair value reported in the table. The grant date fair values of the one-year performance-vesting RSUs granted that vest based on achievement of FRE, RNPR and FEAUM Raised targets were computed in accordance with U.S. GAAP pertaining to equity-based compensation based upon the probable outcome of the performance conditions as of the grant date. Assuming the highest level of performance achievement as of the grant date, the grant date fair values of the one-year performance-vesting RSU awards that vest based on the achievement of FRE, RNPR and FEAUM Raised targets would have been: Mr. Ferguson - $2,551,036; Mr. Finn - $4,464,226; Mr. Larson - $4,464,226; Mr. Buser - $4,464,226. (2)This amount represents Mr. Schwartz’s annual performance bonus in respect of 2023, which was determined based on the Compensation Committee’s evaluation of Mr. Schwartz’s and the Company’s performance as measured against pre-established performance measures that the Compensation Committee determined and communicated to Mr. Schwartz during 2023, the outcome with respect to which was substantially uncertain at the time such targets were established. (3)This amount represents our payment of $125,000 in legal fees incurred in connection with the negotiation of Mr. Schwartz’s employment agreement (and related agreements) and $49,597 in respect of Mr. Schwartz’s personal use of a car service. (4)This amount represents actual cash distributions received by Mr. Redett in respect of direct carried interest allocations at the fund level of $79,346 in 2023. (5)This amount represents cash distributions of $103,844 received by Mr. Finn in respect of his direct carried interest allocations at the fund level in 2023 and $473,303 received by Mr. Finn in respect of his CIP interest in 2023. (6)This amount represents cash distributions of $479 received by Mr. Ferguson in respect of his direct carried interest allocations at the fund level in 2023 and $236,653 received by Mr. Ferguson in respect of his CIP interest in 2023. (7)This amount represents cash distributions of $165,792 received by Mr. Larson in respect of his CIP interest in 2023. (8)This amount represents cash distributions of $473,302 received by Mr. Buser in respect of his CIP interest in 2023.

  105. Summary Compensation Table

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  106. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table presents information concerning grants of plan-based awards in 2023 to our named executive officers. The dollar amounts shown under the column heading “Grant Date Fair Value of Stock and Option Awards” in the table below were calculated in accordance with ASC Topic 718. In accordance with the SEC’s rules, any dividend equivalents that accrued on the executives’ RSUs and PSUs are not reported below because dividends were factored into the grant date fair value of these awards. For additional information regarding the determination of grant date fair value, see Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

  107. Grants of Plan-Based Awards in 2023

    | | | Estimated Future Payouts under Non- Equity Incentive Plan Awards | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock (#) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Harvey M. Schwartz | | | | | | | | | | | CEO Performance Bonus(1) | | $375,000 | $3,000,000 | $6,000,000 | | | | | | | Sign-On RSU Award(2) | 2/15/2023 | | | | — | — | — | 2,031,602 | $71,999,975 | | Sign-On PSU Award(3) | 2/15/2023 | | | | 946,125 | 4,730,617 | 4,730,617 | — | $107,981,064 | | John C. Redett | — | | | | — | — | — | — | $— | | Christopher Finn | | | | | | | | | | | Annual Time-Vesting RSUs(4) | 2/1/2023 | | | | — | — | — | 111,235 | $3,609,576 | | Additional Time-Vesting RSUs(5) | 2/1/2023 | | | | — | — | — | 28,736 | $932,483 | | One-Year Performance-Vesting RSUs(6) | 2/7/2023 | | | | 8,111 | 64,887 | 129,774 | — | $2,232,113 | | Jeffrey W. Ferguson | | | | | | | | | | | Annual Time-Vesting RSUs(4) | 2/1/2023 | | | | — | — | — | 74,157 | $2,406,395 | | Additional Time-Vesting RSUs(5) | 2/1/2023 | | | | — | — | — | 84,353 | $2,737,255 | | One-Year Performance-Vesting RSUs(6) | 2/7/2023 | | | | 4,635 | 37,079 | 74,158 | — | $1,275,518 | | William E. Conway, Jr. | — | | | | — | — | — | — | $— | | Bruce M. Larson | | | | | | | | | | | Annual Time-Vesting RSUs(4) | 2/1/2023 | | | | — | — | — | 111,235 | $3,609,576 | | Additional Time-Vesting RSUs(5) | 2/1/2023 | | | | — | — | — | 102,893 | $3,338,878 | | One-Year Performance-Vesting RSUs(6) | 2/7/2023 | | | | 8,111 | 64,887 | 129,774 | — | $2,232,113 | | Curtis L. Buser | | | | | | | | | | | Annual Time-Vesting RSUs(4) | 2/1/2023 | | | | — | — | — | 111,235 | $3,609,576 | | Additional Time-Vesting RSUs(5) | 2/1/2023 | | | | — | — | — | 28,736 | $932,483 | | One-Year Performance-Vesting RSUs(6) | 2/7/2023 | | | | 8,111 | 64,887 | 129,774 | — | $2,232,113 |

  108. Grants of Plan-Based Awards in 2023

    (1)Represents the Annual Performance Bonus opportunity pursuant to the terms of Mr. Schwartz’s Employment Agreement, the terms of which are summarized under “Annual Cash Performance Awards—Chief Executive Officer Performance Bonus” above. For purposes of the calculation of Mr. Schwartz’s threshold award, the amount reflected in the table assumes that the Company achieved threshold performance on one of the award’s financial performance goals, which accounted for 25% of the award, resulting in 12.5% of the target award being earned. The actual amounts paid are described in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. (2)Represents the Sign-On RSU Award awarded to Mr. Schwartz. This RSU grant is eligible to vest in four equal installments of 25% on February 1 of each of 2024, 2025, 2026, and 2027, respectively, with settlement to occur, in each case, on December 15 of the prior year, subject to clawback if the service requirement is not met. (3)Represents the Sign-On PSU Award awarded to Mr. Schwartz. This PSU grant is eligible to vest in five equal installments of 20% based on Mr. Schwartz’s continued service through at least February 1 of each of 2024, 2025, 2026, 2027, and 2028, respectively, and based on the attainment of 45-consecutive trading day average closing stock prices of $42.74, $51.29, $58.12, $64.96, and $71.80, respectively. The $64.96 and $71.80 tranches are also subject to additional market-based vesting conditions relating to total shareholder return (linked to the 60th percentile of the constituent companies in the S&P 500 Financials Index). The period for measuring the achievement of the stock price hurdles began on February 15, 2023, and ends on January 31, 2028. The grant date fair value of these RSUs was computed in accordance with U.S. GAAP pertaining to equity-based compensation based upon the probable outcome of the market conditions as of the grant date. (4)Represents annual time-vesting RSU grants awarded to Messrs. Finn, Ferguson, Larson, and Buser. These RSU grants will be eligible to vest 40% on August 1, 2024, 30% on August 1, 2025, and 30% on August 1, 2026. In connection with his retirement on December 31, 2023, Mr. Buser forfeited his award and no portion vested. (5)Represents additional time-vesting RSU grants awarded to Messrs. Finn, Ferguson, Larson, and Buser. These RSU grants will be eligible to vest 40% on August 1, 2024, 30% on August 1, 2025, and 30% on August 1, 2026. In connection with his retirement on December 31, 2023, Mr. Buser forfeited his award and no portion vested. (6)Represents performance-vesting RSU awards that vest based on achievement of FRE, RNPR, and FEAUM Raised targets granted to Messrs. Finn, Ferguson, Larson, and Buser. The grant date fair value of these performance-vesting RSUs was computed in accordance with U.S. GAAP pertaining to equity-based compensation based upon the probable outcome of the performance conditions as of the grant date. In connection with his retirement on December 31, 2023, Mr. Buser forfeited his award and no portion vested.

  109. Grants of Plan-Based Awards in 2023

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  110. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides information regarding outstanding unvested equity awards held by our named executive officers as of December 31, 2023. The dollar amounts shown in the table below were calculated by multiplying the number of unvested RSUs reported for the named executive officer by the closing market price of $40.69 per share on December 29, 2023, the last trading day of 2023.

  111. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Number of Equity Incentive Shares or Units of Stock That Have Not Vested (#) | Market Value of Equity Incentive Shares or Units of Stock That Have Not Vested ($) | | Harvey M. Schwartz | 1,591,563(1) | $64,760,698 | 4,941,317(5) | $201,062,189 | | John C. Redett | — | $— | — | $— | | Christopher Finn | 308,414(2) | $12,549,366 | 46,402(6) | $1,888,097 | | Jeffrey W. Ferguson | 260,776(3) | $10,610,975 | 30,935(7) | $1,258,745 | | William E. Conway, Jr. | — | $— | — | $— | | Bruce Larson | 376,919(4) | $15,336,834 | 46,402(6) | $1,888,097 | | Curtis L. Buser | —(8) | $— | —(8) | $— |

  112. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1)The amount reported for Mr. Schwartz is composed of 1,591,563 Sign-On RSUs (including dividend equivalent units) of which 530,524 will be eligible to vest on December 15, 2024, 530,520 will be eligible to vest on December 15, 2025, and 530,519 will be eligible to vest on December 15, 2026). (2)The amount reported for Mr. Finn is composed of 73,837 discretionary/annual time-vesting RSUs and 11,496 additional 2023 time-vesting RSUs that will be eligible to vest on August 1, 2024; 42,931 discretionary/annual time-vesting RSUs and 8,620 additional 2023 time-vesting RSUs that will be eligible to vest on August 1, 2025; 33,370 discretionary/annual time-vesting RSUs and 8,620 additional 2023 time-vesting RSUs that will be eligible to vest on August 1, 2026; 69,603 time-vesting strategic equity RSUs of which 23,201 time-vesting strategic equity RSUs vested on February 1, 2024, and 46,402 time-based strategic equity RSUs will be eligible to vest on February 1, 2025; 36,736 one-year performance-vesting RSUs that were earned as of the end of the fiscal year based on 2023 performance and that vested on February 6, 2024, the date we certified the attainment of the established performance metrics; and 23,201 performance-vesting strategic equity RSUs that were earned as of the end of the fiscal year based on 2023 performance and vested on February 6, 2024, the date we certified the attainment of the established performance metrics. (3)The amount reported for Mr. Ferguson is composed of 43,604 discretionary/annual time-vesting RSUs and 33,743 additional 2023 time-vesting RSUs that will be eligible to vest on August 1, 2024; 27,710 discretionary/annual time-vesting RSUs and 25,305 additional 2023 time-vesting RSUs that will be eligible to vest on August 1, 2025; 22,247 discretionary/annual time-vesting RSUs and 25,305 additional 2023 time-vesting RSUs that will be eligible to vest on August 1, 2026; 46,402 time-vesting strategic equity RSUs of which 15,467 time-vesting strategic equity RSUs vested on February 1, 2024, and 30,935 time-based strategic equity RSUs will be eligible to vest on February 1, 2025; 20,993 one-year performance-vesting RSUs that were earned as of the end of the fiscal year based on 2023 performance and that vested on February 6, 2024, the date we certified the attainment of the established performance metrics; and 15,467 performance-vesting strategic equity RSUs that were earned as of the end of the fiscal year based on 2023 performance and vested on February 6, 2024, the date we certified the attainment of the established performance metrics. (4)The amount reported for Mr. Larson is composed of 68,185 discretionary/annual time-vesting RSUs and 41,159 additional 2023 time-vesting RSUs that will be eligible to vest on August 1, 2024; 42,931 discretionary/annual time-vesting RSUs and 30,867 additional 2023 time-vesting RSUs that will be eligible to vest on August 1, 2025; 33,370 discretionary/annual time-vesting RSUs and 30,867 additional 2023 time-vesting RSUs that will be eligible to vest on August 1, 2026; 69,603 time-vesting strategic equity RSUs of which 23,201 time-vesting strategic equity RSUs vested on February 1, 2024, and 46,402 time-based strategic equity RSUs will be eligible to vest on February 1, 2025; 36,736 one-year performance-vesting RSUs that were earned as of the end of the fiscal year based on 2023 performance and that vested on February 6, 2024, the date we certified the attainment of the established performance metrics; and 23,201 performance-vesting strategic equity RSUs that were earned as of the end of the fiscal year based on 2023 performance and vested on February 6, 2024, the date we certified the attainment of the established performance metrics. (5)The amount reported for Mr. Schwartz is composed of 4,941,317 Sign-On PSUs (including dividend equivalent units), the performance-vesting and service-vesting conditions of which are described under “Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Awards—CEO Sign-On RSU/PSU Awards.” The number of Sign-on PSUs reported reflects the total number of PSUs granted even though the performance period will not end until February 1, 2028 and vesting is contingent on meeting absolute stock price hurdles and, for certain tranches of the award, the Company’s relative TSR performance. There is no assurance that these PSUs will be earned. (6)The amount reported for Messrs. Finn and Larson is composed of 46,402 performance-vesting strategic equity RSUs that are eligible to vest in February 2025. (7)The amount reported for Mr. Ferguson is composed of 30,935 performance-vesting strategic equity RSUs that are eligible to vest in February 2025. (8)Mr. Buser forfeited all outstanding and unvested RSUs in connection with his retirement on December 31, 2023.

  113. Outstanding Equity Awards at 2023 Fiscal Year-End

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  114. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 As we have never issued any options, our named executive officers had no option exercises during the year ended December 31, 2023. Certain of our named executive officers had equity awards vest during the year ended December 31, 2023, as reflected below.

  115. Option Exercises and Stock Vested in 2023

    | | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(6) | | Harvey M. Schwartz(1) | 530,524 | $22,197,124 | | John C. Redett | — | $— | | Christopher Finn(2) | 117,540 | $4,230,682 | | Jeffrey W. Ferguson(3) | 66,015 | $2,381,072 | | William E. Conway, Jr. | — | $— | | Bruce M. Larson(4) | 92,664 | $3,348,828 | | Curtis L. Buser(5) | 117,540 | $4,230,682 |

  116. Option Exercises and Stock Vested in 2023

    (1)The value for Mr. Schwartz is based on the value of 530,524 shares received upon the vesting of RSUs under his Sign-On RSU Award (including dividend equivalent units credited on such RSUs) on December 15, 2023. (2)The value for Mr. Finn is based on the value of 23,201 shares received upon the vesting of RSUs on February 1, 2023, 42,585 shares received upon the vesting of RSUs on February 7, 2023 and 51,754 shares received upon the vesting of RSUs on August 1, 2023. (3)The value for Mr. Ferguson is based on the value of 15,468 shares received upon the vesting of RSUs on February 1, 2023, 26,545 shares received upon the vesting of RSUs on February 7, 2023 and 24,002 shares received upon the vesting of RSUs on August 1, 2023. (4)The value for Mr. Larson is based on the value of 23,201 shares received upon the vesting of RSUs on February 1, 2023, 42,585 shares received upon the vesting of RSUs on February 7, 2023 and 26,878 shares received upon the vesting of RSUs on August 1, 2023. (5)The value for Mr. Buser is based on the value of 23,201 shares received upon the vesting of RSUs on February 1, 2023, 42,585 shares received upon the vesting of RSUs on February 7, 2023 and 51,754 shares received upon the vesting of RSUs on August 1, 2023. (6)The value realized on vesting was calculated by multiplying the number of shares of common stock received upon vesting by the closing market price per share of common stock on the applicable vesting date.

  117. Pension Benefits for 2023

    Pension Benefits for 2023 We do not provide pension benefits to our named executive officers.

  118. Nonqualified Deferred Compensation for 2023

    Nonqualified Deferred Compensation for 2023 We do not provide defined contribution plans for the deferral of compensation on a basis that is not tax-qualified.

  119. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Other than as described below, none of our named executive officers are entitled to any additional payments or benefits upon termination of employment, upon a change in control of our company or upon retirement, death or disability.

  120. Potential Payments Upon Termination or Change in Control

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  121. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the total annual compensation for our principal executive officer to the median of the annual total compensation of all our employees (other than our principal executive officer) (the “CEO Pay Ratio”). For purposes of determining the CEO Pay Ratio for 2023, because we had multiple principal executive officers for the year, we have used the aggregate total of Mr. Conway’s compensation for 2023 and Mr. Schwartz’s compensation for 2023. Our CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u). However, due to the flexibility afforded by Item 402(u) in calculating the CEO Pay Ratio, our CEO Pay Ratio may not be comparable to the CEO pay ratios presented by other companies. As of December 31, 2023, we employed more than 2,200 individuals, including 720 investment professionals, located in 28 offices across four continents. In 2023, in accordance with SEC rules, we re-identified our median employee using our global employee population as of October 31, 2023. To identify our median employee, we used annual base salary and bonuses earned (guaranteed and discretionary) in 2023. Application of our consistently applied compensation measure identified seven employees with the same annual base salary and bonuses earned (guaranteed and discretionary) in 2023. We identified our median employee from this group of seven employees by reviewing the components of their total annual compensation and selecting the employee whose title, tenure, and components of compensation most accurately reflected the compensation of a typical employee. We calculated the annual total compensation for this median employee in accordance with the requirements of the Summary Compensation Table. For 2023, the total compensation for Mr. Schwartz, our principal executive officer as of December 31, 2023, was $186,994,098 and the total compensation for Mr. Conway, our former principal executive officer was $500,000, resulting in an aggregate principal executive officer total compensation amount of $187,494,098 for these purposes. For 2023, our median employee’s annual total compensation was $230,750. Based on the aggregate principal executive officer total compensation, our CEO Pay Ratio for 2023 was 813:1. Because of the outsized effect the Schwartz Sign-On Awards had on Mr. Schwartz’s total compensation for 2023, in order to facilitate a better understanding of our compensation programs, we are providing an alternative ratio in addition to the ratio shown above (which is the ratio required by Item 402(u)). By excluding the full grant date fair value of the Schwartz Sign-On Awards from Mr. Schwartz’s 2023 compensation, and instead annualizing the grant date fair value of each of the Sign-On RSU Award and the Sign-On PSU Award over the applicable vesting periods (four years and five years, respectively) and including such annualized values as the value of the stock awards received in 2023, Mr. Schwartz’s total annual compensation for 2023 would have been $46,609,266, and the estimated pay ratio would have been 202:1.

  122. PAY RATIO DISCLOSURE

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  123. 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 regarding the relationship between executive “compensation actually paid” (as determined in accordance with the rules prescribed under Item 402(v)) to (i) each individual who has served as our principal executive officer (“PEO”) during any or all of 2020, 2021, 2022, and 2023 and (ii) our other non-PEO named executive officers (determined as an average, as set forth below) during each of 2020, 2021, 2022, and 2023, and our financial performance.

  124. 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 | Harvey M. Schwartz | William E. Conway, Jr. | Kewsong Lee | Glenn A. Youngkin | Harvey M. Schwartz(2) | William E. Conway, Jr.(2) | Kewsong Lee(2) | Glenn A. Youngkin(2) | | | Total Shareholder Return | Peer Group Total Shareholder Return(3) | | | | 2023 | $186,994,098 | $500,000 | $— | $— | $236,419,177 | $500,000 | $— | $— | $8,516,160 | $8,242,865 | $145 | $156 | $(496.7) | $859.4 | | 2022 | $— | $500,000 | $40,775,405 | $— | $— | $500,000 | $(61,692,601) | $— | $14,108,893 | $5,716,546 | $102 | $127 | $1,284.7 | $834.4 | | 2021 | $— | $— | $42,322,501 | $— | $— | $— | $123,088,136 | $— | $29,363,977 | $41,878,582 | $181 | $162 | $3,045.2 | $598.1 | | 2020 | $— | $— | $16,384,203 | $12,064,228 | $— | $— | $20,465,591 | $(31,426,807) | $6,925,930 | $7,628,276 | $102 | $115 | $382.8 | $519.7 |

  125. PAY VERSUS PERFORMANCE

    (1)The non-PEO named executive officers in 2023 consist of Messrs. Redett, Finn, Ferguson, Larson, and Buser, in 2022 and 2021 consist of Messrs. Buser, Clare, Finn, and Larson, and in 2020 consists of Messrs. Buser, Clare, Ferguson, and Finn (as applicable, the “Non-PEO NEOs”). (2)To calculate the “compensation actually paid,” the following amounts were deducted from and added to the applicable “Summary Compensation Table Total” set forth above:

  126. PAY VERSUS PERFORMANCE

    | | Summary Compensation Total | Deductions of Reported Equity Values from Summary Compensation Total(a) | Equity Award Adjustments to Summary Compensation Total(b) | “Compensation Actually Paid” | | Harvey M. Schwartz | | | | | | 2023 | $186,994,098 | $(179,981,039) | $229,406,118 | $236,419,177 | | William E. Conway, Jr. | | | | | | 2023 | $500,000 | $— | $— | $500,000 | | 2022 | $500,000 | $— | $— | $500,000 | | Kewsong Lee | | | | | | 2022 | $40,775,405 | $(36,695,033) | $(65,772,973) | $(61,692,601) | | 2021 | $42,322,501 | $(36,110,256) | $116,875,891 | $123,088,136 | | 2020 | $16,384,203 | $(10,274,286) | $14,355,674 | $20,465,591 | | Glenn Youngkin | | | | | | 2020 | $12,064,228 | $(10,682,574) | $(32,808,461) | $(31,426,807) | | Average of Non-PEO Named Executive Officers | | | | | | 2023 | $8,516,160 | $(5,829,616) | $5,556,321 | $8,242,865 | | 2022 | $14,108,893 | $(2,331,523) | $(6,060,824) | $5,716,546 | | 2021 | $29,363,977 | $(11,208,915) | $23,723,520 | $41,878,582 | | 2020 | $6,925,930 | $(2,407,846) | $3,110,192 | $7,628,276 |

  127. 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.

  128. PAY VERSUS PERFORMANCE

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  129. 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. The values shown below for Mr. Schwartz include the fair value of accrued dividend equivalent units as of the applicable date. For additional information regarding the determination of fair value, see Note 2 and Note 15 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

  130. 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 | Total Equity Award Adjustments | | Harvey M. Schwartz | | | | | | | | 2023 | $207,208,994 | $— | $22,197,124 | $— | $— | $229,406,118 | | Kewsong Lee | | | | | | | | 2022 | $4,536,963 | $(23,277,375) | $274,175 | $(4,205,426) | $(43,101,310) | $(65,772,973) | | 2021 | $74,781,989 | $39,770,125 | $— | $2,323,777 | $— | $116,875,891 | | 2020 | $10,586,204 | $3,208,442 | $— | $561,028 | $— | $14,355,674 | | Glenn Youngkin | | | | | | | | 2020 | $— | $— | $— | $594,447 | $(33,402,908) | $(32,808,461) | | Average of Non-PEO Named Executive Officers | | | | | | | | 2023 | $4,700,504 | $980,957 | $— | $895,906 | $(1,021,046) | $5,556,321 | | 2022 | $1,127,829 | $(5,797,829) | $— | $(1,390,824) | $— | $(6,060,824) | | 2021 | $20,872,266 | $1,624,028 | $— | $1,227,226 | $— | $23,723,520 | | 2020 | $2,579,729 | $458,910 | $— | $71,554 | $— | $3,110,192 |

  131. PAY VERSUS PERFORMANCE

    (3)The Peer Group for these purposes is the Dow Jones U.S. Asset Manager Index. (4)Our company-selected measure is Fee Related Earnings (“FRE”). FRE is described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial Measures—Non-GAAP Financial Measures—Fee Related Earnings” in our Annual Report on Form 10-K. For a reconciliation of non-GAAP measures to the corresponding GAAP measures, please see Appendix A: Reconciliation of Non-GAAP Measures.

  132. PAY VERSUS PERFORMANCE

    | CARLYLE | Proxy Statement 2024 | 81 |

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

  134. “Compensation Actually Paid” vs. Company Total Shareholder Return (“TSR”) and Company TSR v. Peer Group TSR

    “Compensation Actually Paid” vs. Company Total Shareholder Return (“TSR”) and Company TSR v. Peer Group TSR

  135. “Compensation Actually Paid” vs. Company Total Shareholder Return (“TSR”) and Company TSR v. Peer Group TSR

    | ■ | Harvey M. Schwartz | | ■ | Kewsong Lee | | ■ | Glenn A. Youngkin | | ■ | William E. Conway, Jr. | | ■ | Non-PEO NEOs | | | Company TSR | | | Peer Group TSR |

  136. “Compensation Actually Paid” vs. Company Total Shareholder Return (“TSR”) and Company TSR v. Peer Group TSR

    The following graph show the relationship between the “compensation actually paid” to each of Messrs. Schwartz, Conway, Lee, and Youngkin and the average of the “compensation actually paid” to our non-PEO NEOs (in each case, with “compensation actually paid” calculated as set forth above in accordance with the rules prescribed under Item 402(v)) in 2020, 2021, 2022, and 2023 and our net income performance in 2020, 2021, 2022, and 2023. The 2023 net income figure includes a $1.1 billion charge to performance allocations and incentive fee related compensation expense as part of our updated compensation program. See “Compensation Discussion and Analysis—Enhanced Stakeholder Alignment.”

  137. “Compensation Actually Paid” vs. Net Income

    “Compensation Actually Paid” vs. Net Income

  138. “Compensation Actually Paid” vs. Net Income

    | ■ | Harvey M. Schwartz | | ■ | Kewsong Lee | | ■ | Glenn A. Youngkin | | ■ | William E. Conway, Jr. | | ■ | Non-PEO NEOs | | | Net Income |

  139. “Compensation Actually Paid” vs. Net Income

    | 82 | CARLYLE | Proxy Statement 2024 |

  140. “Compensation Actually Paid” vs. Net Income

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

  141. “Compensation Actually Paid” vs. Fee Related Earnings (“FRE”)

    “Compensation Actually Paid” vs. Fee Related Earnings (“FRE”)

  142. “Compensation Actually Paid” vs. Fee Related Earnings (“FRE”)

    | ■ | Harvey M. Schwartz | | ■ | Kewsong Lee | | ■ | Glenn A. Youngkin | | ■ | William E. Conway, Jr. | | ■ | Non-PEO NEOs | | | FRE |

  143. Tabular List of Most Important Performance Measures

    | All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference. |

  144. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  145. 2023 Director Compensation Table

    2023 Director Compensation Table The following table provides the director compensation for Mr. Hance and our non-employee directors for 2023:

  146. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Sharda Cherwoo(2) | $75,834 | $151,574 | $227,408 | | Linda H. Filler | $130,000 | $179,530 | $309,530 | | Lawton W. Fitt | $220,000 | $179,530 | $399,530 | | James H. Hance, Jr.(3) | $— | $— | $— | | Mark S. Ordan | $130,000 | $179,530 | $309,530 | | Derica W. Rice | $130,000 | $179,530 | $309,530 | | Dr. Thomas S. Robertson | $130,000 | $179,530 | $309,530 | | William J. Shaw | $165,000 | $179,530 | $344,530 | | Anthony Welters | $155,000 | $179,530 | $334,530 |

  147. 2023 Director Compensation Table

    (1)The reference to “stock” in this table refers to RSUs. Amounts represent the grant date fair value of the RSU awards granted to each director who is not an employee of or advisor to the Company, which were granted to Mses. Filler and Fitt and Messrs. Ordan, Rice, Robertson, Shaw, and Welters on May 1, 2023 and to Ms. Cherwoo on June 1, 2023, computed, in each case, in accordance with U.S. GAAP pertaining to equity-based compensation. For additional information regarding the computation of grant date fair value, see Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (2)Ms. Cherwoo was appointed as a director on June 1, 2023. Therefore, the amounts reported for Ms. Cherwoo reflect the prorated portion of the annual cash retainer earned from the date of her appointment, and an award of RSUs on June 1, 2023 (which was a prorated portion of the RSUs granted to the other non-employee directors on May 1, 2023). (3)As Mr. Hance is an Operating Executive, no additional remuneration is paid to him as a director. Mr. Hance’s compensation is discussed in “Certain Relationships and Related Transactions.” The following table provides information regarding outstanding unvested equity awards held by our non-employee directors as of December 31, 2023:

  148. 2023 Director Compensation Table

    | | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(1) | | Sharda Cherwoo | 5,709 | $232,300 | | Linda H. Filler | 6,238 | $253,825 | | Lawton W. Fitt | 6,238 | $253,825 | | Mark S. Ordan | 6,238 | $253,825 | | Derica W. Rice | 6,238 | $253,825 | | Dr. Thomas S. Robertson | 6,238 | $253,825 | | William J. Shaw | 6,238 | $253,825 | | Anthony Welters | 6,238 | $253,825 |

  149. 2023 Director Compensation Table

    (1)The dollar amounts shown under this column were calculated by multiplying the number of unvested RSUs held by the director by the closing market price of $40.69 per share on December 29, 2023, the last trading day of 2023.

  150. 2023 Director Compensation Table

    | CARLYLE | Proxy Statement 2024 | 85 |

  151. 2023 Director Compensation Table

    Shareholder Proposal

  152. 2023 Director Compensation Table

    | Item 6 | Shareholder Proposal to Adopt Improved Shareholder Right to Call a Special Shareholder Meeting | | In accordance with SEC rules, we have set forth below a shareholder proposal, along with a supporting statement, as submitted by John Chevedden on behalf of Kenneth Steiner. Mr. Steiner has notified us that he is the beneficial owner of more than 500 shares of our common stock. Mr. Steiner's address is 14 Stoner Ave., 2M, Great Neck, NY 112021-2100. The shareholder proposal will be required to be voted upon at the 2024 Annual Meeting only if properly presented. Proposal 6 - Adopt Improved Shareholder Right to Call a Special Shareholder Meeting Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting (or the lowest percentage according to state law) regardless of length of stock ownership also in accordance with state law. This includes making the necessary changes in plain English. Calling for a special shareholder meeting is hardly ever used by shareholders but the main point of the right to call for a special shareholder meeting is that it gives shareholders at least significant standing to engage effectively with management. Management will have an incentive to genuinely engage with shareholders instead of stonewalling if shareholders have a realistic Plan B option of calling a special shareholder meeting. Often the management of a company will claim that shareholders have multiple means to communicate with management – but in most cases these are low impact means that are as effective as mailing a post card to the CEO. A reasonable shareholder right to call a special shareholder meeting is an important step for effective shareholder engagement with management. It currently requires 50% of Carlyle Group shares to call for a special shareholder meeting. This translates into a challenging 60% of the Carlyle Group shares that vote at the annual meeting. It would be hopeless to expect that the Carlyle Group shares that do not have time to vote would have the time for the bureaucratic procedures to call for special shareholder meeting. With the widespread use of online shareholder meetings it is much easier for the Board of Directors to conduct a special shareholder meeting and our bylaws thus need to be updated accordingly. Please vote yes: Adopt Improved Shareholder Right to Call a Special Shareholder Meeting – Proposal 6 | | | AGAINST | BOARD RECOMMENDATION | | | The Board unanimously recommends a vote “AGAINST” the proposal to adopt improved shareholder right to call a special shareholder meeting. |

  153. 2023 Director Compensation Table

    | 86 | CARLYLE | Proxy Statement 2024 |