DEF 14A of Carlyle Group Inc., Apr 17, 2025

DEF 14A of Carlyle Group Inc.

Filed Apr 17, 2025 · FY20240001527166-25-000032

Open on EDGAR

  1. DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    DIRECTOR NOMINEES AND CONTINUING DIRECTORS

  2. Nominees for Directors

    Nominees for Directors

  3. Nominees for Directors

    | DAVID M. RUBENSTEIN Co-Founder and Co-Chairman of the Board Age: 75 Director Since: 2011 Class: II (expires 2025) | | | | | Mr. Rubenstein is a 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. Mr. Rubenstein is a Baltimore native and is the Chairman, CEO, and principal owner of Major League Baseball’s Baltimore Orioles. 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. Mr. Rubenstein has served on the board of Moderna, Inc. since August 2024. Among other philanthropic endeavors, Mr. Rubenstein is Chairman of the Boards of the Council on Foreign Relations, the National Gallery of Art, the Economic Club of Washington, and the University of Chicago; a Trustee of Memorial Sloan-Kettering Cancer Center, Johns Hopkins Medicine, the Institute for Advanced Study, the Brookings Institution, and the World Economic Forum; and a Director of the American Academy of Arts and Sciences. Mr. Rubenstein is a member of the American Philosophical Society, Business Council, Harvard Global Advisory Council, Madison Council of the Library of Congress, 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 |

  4. Nominees for Directors

    | 8 | CARLYLE | Proxy Statement 2025 |

  5. Nominees for Directors

    | DANIEL A. D’ANIELLO Co-Founder and Chairman Emeritus Age: 78 Director Since: 2011 Term: 2025 | | | | | 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; Brand and Marketing; Financial Services; Global Perspective; Risk Management and Compliance; Senior Executive and Corporate Governance; Sustainability |

  6. Nominees for Directors

    | HARVEY M. SCHWARTZ Chief Executive Officer and Director Age: 61 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. Mr. Schwartz serves on the board of One Mind, a nonprofit that accelerates collaborative research and advocacy to enable all individuals facing brain health challenges to build healthy, productive lives. Mr. Schwartz previously served on the board of Sofi Technologies, Inc. from May 2021 through November 2024. 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 |

  7. Nominees for Directors

    | CARLYLE | Proxy Statement 2025 | 9 |

  8. Nominees for Directors

    | SHARDA CHERWOO Independent Director Age: 66 Director Since: 2023 Term: 2025 | | | | | 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”), a global accounting firm, 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 had a distinguished career as a former senior partner at EY and has 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; Sustainability; Technology and/or Cybersecurity |

  9. Nominees for Directors

    | LINDA H. FILLER Independent Director Age: 65 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 experience as a lead independent director in large, global businesses. | 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 |

  10. Nominees for Directors

    | 10 | CARLYLE | Proxy Statement 2025 |

  11. Nominees for Directors

    | JAMES H. HANCE, JR. Operating Executive and Director Age: 80 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 |

  12. Nominees for Directors

    | DERICA W. RICE Independent Director Age: 60 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 and significant experience as a director at large, global businesses. | 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 |

  13. Nominees for Directors

    | CARLYLE | Proxy Statement 2025 | 11 |

  14. Nominees for Directors

    | WILLIAM J. SHAW Independent Director Age: 79 Director Since: 2012 Term: 2025 | | | | | 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 |

  15. Nominees for Directors

    | 12 | CARLYLE | Proxy Statement 2025 |

  16. Continuing Directors

    Continuing Directors

  17. Continuing Directors

    | WILLIAM E. CONWAY, JR. Co-Founder and Co-Chairman of the Board Age: 75 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 a board member of the John Carroll Society and 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 |

  18. Continuing Directors

    | AFSANEH BESCHLOSS Independent Director Age: 69 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 |

  19. Continuing Directors

    | CARLYLE | Proxy Statement 2025 | 13 |

  20. Continuing Directors

    | LAWTON W. FITT Independent Director Age: 71 Director Since: 2012 Class: III (expires 2026) | | | | | Ms. Fitt was appointed to our Board of Directors effective May 2, 2012, and 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 Board and is a member of the Audit and Nominating and Governance Committees) 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; Succession Planning and Human Capital Management |

  21. Continuing Directors

    | MARK S. ORDAN Lead Independent Director Age: 66 Director Since: 2022 Class: III (expires 2026) | | | | | Mr. Ordan was appointed to our Board of Directors effective April 1, 2022, serves as our Lead Independent Director, and is a member of the Compensation and Nominating and Corporate Governance Committees. Mr. Ordan served as Executive Chair of Pediatrix Medical Group, a physician-led healthcare organization, from January 1, 2023 through January 10, 2025, when he was appointed to his current position of Chairman and Chief Executive Officer. 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 board of 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 •Nominating and Corporate Governance Committee Skills and Experience: •Accounting and Finance; Branding and Marketing; Financial Services; Global Perspective; Government, Public Policy, and Regulatory Affairs; Senior Executive and Corporate Governance; Succession Planning and Human Capital Management |

  22. Continuing Directors

    | 14 | CARLYLE | Proxy Statement 2025 |

  23. Continuing Directors

    | ANTHONY WELTERS Independent Director Age: 70 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. 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 |

  24. Continuing Directors

    | CARLYLE | Proxy Statement 2025 | 15 |

  25. CD&A Highlights

    | SHAREHOLDER ENGAGEMENT ON EXECUTIVE COMPENSATION | 34 | COMPENSATION GOVERNANCE PRACTICES | 50 | | | | •Risk Mitigation | | | COMPENSATION PHILOSOPHY | 35 | •Insider Trading Policies and Procedures | | | COMPENSATION DECISION-MAKING PROCESS | 36 | •Hedging and Pledging | | | •Compensation Decisions | | •Clawback Policies | | | •Compensation Consultant | | •Executive Stock Ownership Guidelines | | | •Review of Reference Companies | | •Perquisites | | | COMPENSATION ELEMENTS | 37 | •Tax and Accounting Considerations | | | •Overview of Compensation Elements | | •Policies and Practices Related to the Timing of Equity Awards | | | •Base Salary | | | | | •Annual Cash Performance Awards | | | | | •Long-Term Equity Awards | | | | | •Other 2024 Compensation Opportunities | | | |

  26. Compensation Highlights

    | WHAT WE DO: | | | Align pay with firm performance and shareholder interests, including through use of RSUs and PSUs Large majority of compensation is variable, and the majority is delivered in equity Long-term incentive awards are denominated and settled in equity 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 a clawback policy 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 and PSU 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 total shareholder return (“TSR”) performance at the 60th percentile versus S&P 500 Financials Index constituent companies 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 defined benefit plan pension benefits for executive officers No short sales or derivative transactions in our equity or hedging our common stock, and we generally prohibit pledging of our stock absent prior approval | No dividends paid in cash on unvested equity awards Do not count unvested PSUs or unexercised stock options toward satisfaction of stock ownership guidelines No repricing of underwater stock options No changes to performance targets for legacy performance-vesting awards |

  27. 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 annual performance bonuses and long-term incentives. The charts below show the mix of compensation for 2024, 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 has been further reinforced through our Stock Price Appreciation PSU Award Program.

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

    We believe our pay-for-performance incentive strategy is driving value creation for our shareholders. Over Mr. Schwartz’s tenure from his start date on February 15, 2023 through December 31, 2024, we have achieved a TSR of over 50%. The chart below shows our stock price as of the last trading day of each month over the past two calendar years, which resulted in the corresponding achievement of stock price targets for Mr. Schwartz’s Sign-On PSU Award and the PSUs granted under the Stock Price Appreciation PSU Award Program, as noted below. We believe this momentum is an indication that our awards are working as intended and creating long-term value for our shareholders and other stakeholders.

  29. 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, the majority of shareholders expressed support for our overall compensation program and believed that the Compensation Committee-designed programs reflected a robust assessment of performance. Many shareholders also supported and acknowledged the need to tailor equity awards to appropriately reward, retain, and incentivize key leaders. Our shareholders were particularly supportive of the structure of the PSUs granted under the Stock Price Appreciation PSU Award Program in 2024 and the Sign-On PSU Award granted to Mr. Schwartz in 2023, which incentivize the achievement of rigorous stock price targets.

  30. Compensation Philosophy

    | PAY-FOR- PERFORMANCE | | ALIGNMENT | | BALANCE | | Establish a clear relationship between performance and compensation | | Align short-term and long-term incentives with our business, our shareholders and our fund investors | | Provide competitive incentive opportunities, with an appropriate balance between short-term and long-term incentives | | | | | | | | BUSINESS GOALS AND OBJECTIVES | | | | | | We seek to incentivize our named executive officers and other senior leaders to achieve our goals and objectives and to execute and deliver strong financial results for all our shareholders and other stakeholders. We believe that a key to achieving our goals and objectives is an organized, unbiased approach to compensation that is transparent and agile in response to our business needs and an evolving economy and industry. | | | | |

  31. Updated Compensation Program

    Updated Compensation Program Our realigned and updated compensation program announced in February 2024 has further served to embed pay-for- performance, alignment, and balance within our compensation programs. Under the realigned program, we have placed a enhanced emphasis on increasing equity ownership across our employee base, including through our Bonus Deferral Program, which resulted in the deferral of a significant portion of our named executive officers’ annual performance bonuses for 2024 (other than Mr. Schwartz, who has a prescribed bonus opportunity under his Employment Agreement) in the form of RSU awards vesting over a period of three years, and through the grant of PSU awards that only vest based on the achievement of absolute stock price targets over a three-year period under our Stock Price Appreciation PSU Award Program. We believe these awards have already motivated and will continue to motivate our senior leaders to grow our business, encourage their continued retention, and deliver value for and align the interests of our management team with our shareholders, fund investors, and other stakeholders.

  32. Compensation Consultant

    Compensation Consultant Pay Governance has been engaged by the Compensation Committee to serve as its independent compensation consultant. In 2024, 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.

  33. Compensation Elements

    Compensation Elements The primary elements of our compensation program for our named executive officers are generally base salary, annual performance bonuses, and long-term incentives, including the ownership of restricted stock units (“RSUs”). 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.

  34. Cash and Long-Term Equity Incentives

    Cash and Long-Term Equity Incentives

  35. Cash and Long-Term Equity Incentives

    | Compensation Element | | CEO | Other NEOs | Purpose and Alignment | | Cash | Base Salary | | | Provides a base compensation floor. Not intended to be a significant element of compensation. | | | Annual Performance Bonus | | | Rewards achievement of key strategic and financial priorities. | | Long-Term Equity Awards Granted in 2024 Granted February 2024 | Annual/ Discretionary Time- Vesting RSUs | | | Generally awarded annually based on prior year performance. Aligns our NEOs with our shareholders through share ownership. Promotes continued retention of our NEOs. | | | Bonus Deferral Program RSUs | | | Converts a portion of the annual performance bonus otherwise payable in cash to an RSU award vesting over 3 years. Further drives alignment between our NEOs and our shareholders by promoting share ownership. | | | Stock Price Appreciation Program PSUs | | | Drives stock price appreciation by linking vesting to rigorous stock price appreciation targets over 3 years, with 60% appreciation required for full vesting. Designed based on the feedback received from shareholders and further aligns our NEOs with our shareholders. | | Long-Term Equity Awards Granted in 2025 Granted February 2025 | Annual/ Discretionary Time- Vesting RSUs | | | Generally awarded annually based on prior year performance. Aligns our NEOs with our shareholders through share ownership. Promotes continued retention of our NEOs. | | | Bonus Deferral Program RSUs | | | Converts a portion of the annual performance bonus otherwise payable in cash to an RSU award vesting over 3 years. Further drives alignment between our NEOs and our shareholders by promoting share ownership. | | | Stock Price Appreciation Program PSUs | | | Drives stock price appreciation by linking vesting to rigorous stock price appreciation targets over 3 years, with 60% appreciation required for full vesting. Designed based on the feedback received from shareholders and further aligns our NEOs with our shareholders. | | 2023 CEO Sign-On Awards | Sign-On PSUs | | | Granted in connection with Mr. Schwartz’s hiring in February 2023. Aligns the interests of our CEO with those of our shareholders. With respect to the Sign-On PSUs, drives 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. | | | Sign-On RSUs | | | | | Legacy Long-Term Equity Awards | Performance- Vesting Strategic Equity Award Program RSUs Fourth Tranche (2024) | | | Fourth and final tranche of RSU awards granted in 2021 in connection with the implementation of our then-new Strategic Plan with performance goals tied to FRE achievement in 2024. Incentivized the retention of our executives and achievement of key financial performance metrics linked to the Strategic Plan. |

  36. Cash and Long-Term Equity Incentives

    | 38 | CARLYLE | Proxy Statement 2025 |

  37. Annual Cash Performance Awards

    Annual Cash Performance Awards

  38. Annual Performance Bonus Opportunity

    Annual Performance Bonus Opportunity

  39. Chief Executive Officer Annual Performance Bonus Opportunity

    Chief Executive Officer Annual Performance Bonus Opportunity Pursuant to the terms of Mr. Schwartz’s Employment Agreement, for each calendar year during the term of his employment, he is eligible for an annual performance bonus with a target value of 300% of his base salary (a target value of $3,000,000 for 2024), and with a maximum value equal to 200% of his target opportunity (for a maximum opportunity of $6,000,000 for 2024). The amount of any bonus paid to Mr. Schwartz is not guaranteed, but rather determined based on the level of attainment of Company financial performance and individual performance measures. For Mr. Schwartz’s annual performance bonus opportunity for 2024, the Compensation Committee determined that 50% would be determined formulaically based on Carlyle’s achievement of certain FRE targets, 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 performance bonus opportunity for 2024, the Compensation Committee determined that it would be determined based on the Compensation Committee’s evaluation of Mr. Schwartz’s and the Company’s performance in the categories of (1) Leadership/Organizational Design, (2) Compensation Strategy, and (3) Business Development Initiatives, with each category representing 1/3 of the remaining 50% of Mr. Schwartz’s annual performance bonus opportunity, each evaluated on a scale of 0-200%. In February 2025, the Compensation Committee’s evaluated performance as described above and determined that Mr. Schwartz’s final weighted achievement factor was 200% and awarded an annual performance bonus to Mr. Schwartz of $6,000,000. The Compensation Committee’s evaluation of each component comprising the final weighted achievement factor is set forth on page 40 under “Chief Executive Officer Performance Bonus.” Mr. Schwartz’s annual performance bonus for 2025 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.

  40. Chief Executive Officer Annual Performance Bonus Opportunity

    | CARLYLE | Proxy Statement 2025 | 39 |

  41. Other NEOs Annual Performance Bonus Opportunity

    Other NEOs Annual Performance Bonus Opportunity With respect to the annual performance bonus for our other NEOs, our Compensation Committee reviewed comparative market compensation data provided by its independent compensation consultant and overall firm, investment fund, and individual performance, and considered the recommendations of Mr. Schwartz, in determining the annual performance bonuses for 2024. For the full-year ended December 31, 2024, U.S. GAAP results included income before provision for income taxes of $1.4 billion and a margin on income before provision for income taxes of 25.7%. As announced in February 2024, we updated our employee compensation program to further enhance alignment across all our shareholders and other stakeholders. The Compensation Committee considered the following significant firm accomplishments in 2024 in making such annual performance bonus determinations: Please see “Other Named Executive Officer Annual Performance Bonuses” for an overview of the individuals accomplishments the Compensation Committee considered in making the annual performance bonus determinations for our other NEOs, and the amount of the annual performance bonuses for our other NEOs for 2024.

  42. Bonus Deferral Program

    Bonus Deferral Program As part of our realigned compensation program that we announced in February 2024, we implemented a Bonus Deferral Program for annual performance bonuses for 2024, pursuant to which a portion of annual performance bonuses was mandatorily paid in the form of a grant of RSUs, with the amount of such deferral determined on a graduated basis, resulting in employees receiving higher annual performance bonuses having a greater proportion of such bonuses deferred in the form of a grant of RSUs. The Bonus Deferral Program generally applied to all of our employees receiving annual performance bonuses for 2024 over $175,000, except where there are contractual commitments otherwise (including for Mr. Schwartz, and a portion of the annual performance bonus for 2024 for Ms. LoBue). This was the second year of implementing our Bonus Deferral Program, which applied to a broader population of employees and provided for higher rates of deferral than the initial implementation for annual performance bonuses for 2023, when the program applied a 10% flat rate of deferral for only certain senior employees. By paying a portion of annual performance bonuses in the form of RSU grants, our employees are aligned with our shareholders and incentivized to drive stock price appreciation and create value for our shareholders, while achieving the objectives of our realigned compensation program. By significantly increasing the rate of deferral and population covered for 2024 annual performance bonuses, we ensured that a broader base of our employees is aligned with shareholders and with each other. Bonus Deferral Program RSUs for 2024 annual performance bonuses were granted to Messrs. Redett, Ferguson, and Finn and Ms. LoBue on February 1, 2025, and will be eligible to vest in three equal installments on February 1 of 2026, 2027, and 2028, generally subject to continued employment on each date. The grant date fair value of the Bonus Deferral Program RSU awards will be reflected as stock awards for 2025 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2025 table in our Proxy Statement for our 2026 Annual Meeting of Shareholders. We may determine to pay a different percentage of annual performance bonuses in the form of RSUs under the Bonus Deferral Program in future years.

  43. Bonus Deferral Program

    | 40 | CARLYLE | Proxy Statement 2025 |

  44. Chief Executive Officer Performance Bonus

    Chief Executive Officer Performance Bonus

  45. Chief Executive Officer Performance Bonus

    | | | Harvey M. Schwartz Chief Executive Officer and Director | | | | 2024 Annual Performance Bonus | | | | | Overall Achievement Rating: | 200% | | | | Annual Performance Bonus: | $6,000,000 | |

  46. Chief Executive Officer Performance Bonus

    | | | Financial Performance Metric Evaluation | | | | | | Target Bonus Weight and Bonus Objective | | Threshold (50% of Target Payout) | Target (100% of Target Payout) | Maximum (200% of Target Payout) | Achievement Rating | Weighted Payout | | | FRE | | | | 200% | 100% |

  47. Chief Executive Officer Performance Bonus

    | | Qualitative Performance Metric Evaluation | | | | Target Bonus Weight and Bonus Objective | Performance Factors Considered | Achievement Rating | Weighted Payout | | Business Development Initiatives | •Oversaw the disciplined deployment of capital and resources, with a focus on strategic capital allocation and dilution management and an intentional shifting of resource allocation to businesses with higher growth potential. •Approved multiple strategic and organic growth initiatives, primarily focusing on semi-liquid offerings and business adjacencies, while instituting a structured and thorough diligence process. •Developed and grew our wealth business by appointing new leadership to integrate and expand the wealth platform, strategically increasing headcount, raising $4.5 billion, launching two evergreen products, and securing significant mandates that expanded the wealth footprint and strengthened our presence in international markets. •Drove significant progress in the insurance strategy, resulting in $77 billion AUM for 2024, as well as over $19 billion committed to various Carlyle strategies, and positioned the insurance business for future growth through engagement in strategic dialogue with global insurers. •Refocused and prioritized shareholder and limited partner relationships by participating in numerous shareholder meetings, limited partner meetings, and events reaching wealth advisors. •Elevated Carlyle’s public profile with key stakeholders through media efforts across various channels and multiple direct engagements with key financial reporters. | 200% | 33.33% |

  48. Chief Executive Officer Performance Bonus

    | CARLYLE | Proxy Statement 2025 | 41 |

  49. Chief Executive Officer Performance Bonus

    | Target Bonus Weight and Bonus Objective | Performance Factors Considered | | Achievement Rating | Weighted Payout | | Leadership/ Organizational Design | •Continued to build senior leadership and governance structure at the corporate, segment, and function levels, enhanced succession planning for senior leadership roles, and led a structured review process to identify key talent and promote new leaders. •Restructured the firm’s operating model to enhance efficiency, accountability, and decision-making, incorporating new management reporting processes, strategic business reviews, and refinements to promotion and compensation processes to retain top talent. •Empowered senior leaders to build their leadership teams, focusing on promoting high-performers and strategic hires. •Focused on improving private equity performance, including through targeted promotions to lead such efforts. •Expanded employee engagement and internal communication through quarterly global town halls, in-office gatherings, and speaker series with senior leaders, facilitating better linkage and collaboration among employees across departments and geographies. | | 200% | 33.33% | | Compensation Strategy | •Oversaw the design and launch of the Stock Price Appreciation PSU Award Program to incentivize senior leaders best-positioned to drive growth with our shareholders by tying the awards to stock price performance. •Developed the strategy around the expanded RSU Bonus Deferral Program, which strengthens the alignment of a broad group of employees with our shareholders and the overall success of the firm through enhanced equity ownership. •Significantly improved FRE margin (46% for 2024 up from 37% in 2023) and cash compensation ratio (36% for 2024 down from 45% in 2023) by running the business more efficiently to drive growth and performance. •Encouraged and rewarded scaling capital markets activity and cross-firm collaboration by enhancing the compensation structure for capital markets transactions, contributing to more than $163 million in transaction and portfolio advisory fees, net and other for 2024, more than double the $80 million in 2023. •Reinforced a pay-for-performance culture, encouraging leaders to differentiate compensation based on individual, team, and firm results. | | 200% | 33.33% | | | Final Weighted Achievement Factor: | | | 200% | | | | Mr. Schwartz 2024 Annual Performance Bonus: | $6,000,000 | |

  50. Chief Executive Officer Performance Bonus

    | 42 | CARLYLE | Proxy Statement 2025 |

  51. Other Named Executive Officer Annual Performance Bonuses

    Other Named Executive Officer Annual Performance Bonuses

  52. Other Named Executive Officer Annual Performance Bonuses

    | | John C. Redett Chief Financial Officer and Head of Corporate Strategy | | | | | | 2024 Annual Performance Bonus: | $3,000,000 | | | | Cash Portion: | $2,005,000 | | | | RSU Deferral Portion: | $995,000 | | Drove Restructured Employee Compensation Program and Enhanced Pay-for-Performance Culture •Oversaw the design and launch of the Stock Price Appreciation PSU Award Program and expansion of the RSU Bonus Deferral Program, in order to strengthen alignment of employees with shareholders and the overall success of the firm. •Significantly improved FRE margin (46% for 2024 up from 37% in 2023) and the cash compensation ratio (36% in 2024 down from 45% in 2023) by running the business more efficiently and implementing a strategic compensation alignment program. •In collaboration with Mr. Schwartz and Ms. LoBue, reinforced a pay-for-performance culture, encouraging leaders to differentiate employee compensation based on individual, team, and firm results. Strengthened Capital Management, Optimizing Capital and Resource Deployment •Applied deep private equity expertise and institutional knowledge to drive disciplined capital deployment across investment strategies and business segments. •Conducted strategic review of business units to develop and refine both short-term and long-term growth strategies. •Focused on strategic capital allocation and dilution management, including increased repurchase activity, with approximately $555 million in shares of our common stock repurchased or withheld in 2024, thereby reducing total shares outstanding for the second consecutive year. •In collaboration with Mr. Schwartz, guided multiple strategic and organic growth initiatives, including the launch of new retail-focused product offerings and adjacent opportunities, supported by a robust diligence and review process. •Re-allocated resources and balance sheet capacity to higher potential business units to support sustained growth and profitability. Enhanced Shareholder and Investor Engagement Strategy •Drove our enhanced shareholder engagement strategy and strengthening of limited partner relationships by participating in extensive meetings and conferences in the United States and globally. •Elevated Carlyle’s public profile with key stakeholders through media efforts across various investment channels, including multiple direct engagements with key financial reporters. •Directed enhanced and year-round shareholder engagement efforts in connection with the Annual Meeting of Shareholders, resulting in valuable and actionable feedback on compensation and governance matters. | | | |

  53. Other Named Executive Officer Annual Performance Bonuses

    | CARLYLE | Proxy Statement 2025 | 43 |

  54. Other Named Executive Officer Annual Performance Bonuses

    | | Lindsay P. LoBue Chief Operating Officer | | | | | | 2024 Annual Performance Bonus: | $3,000,000 | | | | Cash Portion: | $2,405,000 | | | | RSU Deferral Portion: | $595,000 | | Developed and Implemented New Strategic Approach to Firm Leadership and Governance •Successfully transitioned to the role of Chief Operating Officer to provide, in collaboration with Mr. Schwartz, new leadership and strategic vision across our business. •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. •Oversaw key functions including Human Capital Management, Global Technology & Solutions, Corporate Affairs, Global Research, Bank and Financial Institutions, and other operational and business teams, while actively managing strategic objectives and growth initiatives. •Served as chair of the firm’s Operating Committee and as an active member of other key firm committees including our Leadership Committee, Risk Committee, New Products and Distribution Committee, Technology Investment Committee, and other key governing groups at the firm. •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. Enhanced Client Service and Initiatives •Enhanced direct engagement with key clients and strategic partners, ensuring alignment between the firm’s operational capabilities and client needs. •Leveraged years of client service experience to ensure the development of new business opportunities and products were driven by client needs. •Led firm-wide initiatives to streamline investor interactions and enhance digital client experiences. Strengthened Firm Operations and Strategic Growth Priorities •Designed a strategic framework and operating model to enhance profitability, operational efficiency, and long-term sustainability. •Drove numerous operating efficiency initiatives, including continued optimization of organizational structure and the creation of shared services. •Strengthened financial oversight through the implementation of expense management tools, and procurement strategies. •Drove evolved talent management and recruitment strategies to support growth. •Oversaw the firm’s automation and technology transformation efforts, leveraging digital tools to improve operational efficiency and deliver business growth. •Implemented enterprise-wide AI solutions, reducing manual processes and enhancing productivity, risk management, and investment execution. | | | |

  55. Other Named Executive Officer Annual Performance Bonuses

    | 44 | CARLYLE | Proxy Statement 2025 |

  56. Other Named Executive Officer Annual Performance Bonuses

    | | Jeffrey W. Ferguson General Counsel | | | | | | 2024 Annual Performance Bonus: | $1,000,000 | | | | Cash Portion: | $805,000 | | | | RSU Deferral Portion: | $195,000 | | Oversaw Global Legal and Compliance Team •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. •Led the fund formation legal team that provides the legal framework and guidance to our current and upcoming investment funds across our three global business segments. Led Firm Governance and Stewardship •Focused on risk management and the continuing enhancement of our global compliance function in light of complex and evolving regulatory requirements. •Managed the firm’s global litigation strategy and insurance program and oversaw several positive litigation outcomes in 2024. •Partnered with the Chief Financial Officer and Head of Corporate Strategy and Chief Operating Officer to realize operational improvement and efficiencies within the Legal and Compliance team. | | | |

  57. Other Named Executive Officer Annual Performance Bonuses

    | | Christopher Finn Senior Advisor and Former Chief Operating Officer | | | | | | 2024 Annual Performance Bonus: | $1,250,000 | | | | Cash Portion: | $955,000 | | | | RSU Deferral Portion: | $295,000 | | Streamlined and Rightsized Operations •As Chief Operating Officer, implemented succession planning efforts to integrate Lindsay LoBue as our Deputy Chief Operating Officer and then led efforts to seamlessly onboard her as our new Chief Operating Officer with no interruption to our operations. •As Chief Operating Officer, conducted a strategic review of our businesses and then designed and implemented operational improvements to rightsize our personnel and operations and best deploy our talent and resources to meet key business needs in the business lines best poised for growth. Leveraged Extensive Experience to Advise European Corporate Private Equity Funds •As Senior Advisor, utilized his extensive prior experience with our Corporate Private Equity platform and service as Head of Europe over two decades prior to serving as Chief Operating Officer and advised our European funds on strategic initiatives, including by serving on the investment committees and advising fund leadership. Effective June 30, 2024, Mr. Finn retired from his role as Chief Operating Officer (and ceased serving as an executive officer) and transitioned to a role as Senior Advisor. Mr. Finn remains employed by the Company in this Senior Advisor role. | | | |

  58. Other Named Executive Officer Annual Performance Bonuses

    | CARLYLE | Proxy Statement 2025 | 45 |

  59. 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 composed 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 PSU awards granted pursuant to our Stock Price Appreciation PSU Award Program to Messrs. Schwartz, Redett, and Finn and Ms. LoBue, as well as RSU awards granted to Messrs. Redett, Ferguson, and Finn and Ms. LoBue during 2024 (in respect of 2023 performance), the RSU awards granted to Messrs. Redett and Ferguson and Ms. LoBue during 2025 (in respect of 2024 performance), and the performance results for previously granted performance-vesting RSUs aligned to our strategic plan.

  60. Stock Price Appreciation PSU Award Program

    Stock Price Appreciation PSU Award Program

  61. Driving Alignment Between Senior Management Team and Shareholders

    Driving Alignment Between Senior Management Team and Shareholders The Stock Price Appreciation PSU Award Program was designed based on the overwhelmingly positive feedback we received from our shareholders on the design of the Sign-On PSUs that were awarded to Mr. Schwartz in 2023, which incentivized the achievement of absolute stock price targets over a long-term performance period. Like the Sign-On PSUs, the PSU awards under this program are structured such that the applicable NEOs will receive value only if we deliver meaningful value for our shareholders over a long-term performance period. 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 granted in prior 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.

  62. PSU Award Structure

    PSU Award Structure 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 and Ms. LoBue) or February 14 (for the PSU award to Mr. Schwartz), May 1, November 1, and August 1. 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.

  63. February 2024 PSU Awards

    February 2024 PSU Awards Messrs. Redett and Finn each received an award of 501,003 PSUs and Ms. LoBue received an award of 125,251 PSUs, in each case, on February 6, 2024 (resulting in a performance period for such PSU awards of February 6, 2024 to February 6, 2027). The number of PSUs awarded to Messrs. Redett and Finn and Ms. LoBue was determined as the quotient of $20 million (for Messrs. Redett and Finn) and $5 million (for Ms. LoBue) 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

  64. February 2024 PSU Awards

    | 46 | CARLYLE | Proxy Statement 2025 |

  65. February 2024 PSU Awards

    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. The first stock price target for these PSU awards was achieved on November 6, 2024, and such PSUs vested on February 6, 2025. On February 26, 2025, Mr. Finn voluntarily forfeited the final two tranches of his PSU award, comprised of 334,002 outstanding and unvested PSUs, in connection with his retirement and transition from the Chief Operating Officer role to a Senior Advisor role.

  66. February 2024 PSU Awards to Messrs. Redett and Finn and Ms. LoBue

    February 2024 PSU Awards to Messrs. Redett and Finn and Ms. LoBue

  67. February 2024 PSU Awards to Messrs. Redett and Finn and Ms. LoBue

    | Minimum Service Periods | | | | 1 year | 2 years | 3 years | | | | PSU Tranche 3 $64.06 (160% of starting share price) | | | PSU Tranche 2 $56.06 (140% of starting share price) | | | PSU Tranche 1 $48.05 (120% of starting share price) Target achieved: 11/6/24 Vested: 2/6/25 | | |

  68. February 2024 PSU Awards to Messrs. Redett and Finn and Ms. LoBue

    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). The number of PSUs awarded to Mr. Schwartz was determined as the quotient of $30 million 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. The first stock price target for this PSU award was achieved on November 8, 2024, and such PSUs vested on February 14, 2025.

  69. February 2024 PSU Award to Mr. Schwartz

    February 2024 PSU Award to Mr. Schwartz

  70. February 2024 PSU Award to Mr. Schwartz

    | Minimum Service Periods | | | | 1 year | 2 years | 3 years | | | | PSU Tranche 3 $65.01 (160% of starting share price) | | | PSU Tranche 2 $56.88 (140% of starting share price) | | | PSU Tranche 1 $48.76 (120% of starting share price) Target achieved: 11/8/24 Vested: 2/14/25 | | |

  71. February 2024 PSU Award to Mr. Schwartz

    | CARLYLE | Proxy Statement 2025 | 47 |

  72. February 2024 PSU Award to Mr. Schwartz

    The grant date fair value of the PSU awards granted in February 2024 are reflected as stock awards for 2024 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2024 table.

  73. February 2025 PSU Award

    February 2025 PSU Award In connection with her assumption of the Chief Operating Officer role, Ms. LoBue received an additional award of 281,796 PSUs on February 6, 2025 (resulting in a performance period for such PSU award of February 6, 2025 to February 6, 2028). The number of PSUs awarded to Ms. LoBue was determined as the quotient of $15 million 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., $53.23 for the 30-trading day period beginning December 20, 2024 and ending February 5, 2025). The applicable starting stock price for this PSU award was $53.26, which was the average closing price for a share of our common stock for the 30-trading day period beginning December 20, 2024 and ending February 5, 2025, resulting in absolute stock price targets of $63.91, $74.56, and $85.22.

  74. February 2025 PSU Award to Ms. LoBue

    February 2025 PSU Award to Ms. LoBue

  75. February 2025 PSU Award to Ms. LoBue

    | Minimum Service Periods | | | | 1 year | 2 years | 3 years | | | | PSU Tranche 3 $85.22 (160% of starting share price) | | | PSU Tranche 2 $74.56 (140% of starting share price) | | | PSU Tranche 1 $63.91 (120% of starting share price) | | |

  76. February 2025 PSU Award to Ms. LoBue

    The grant date fair value of the PSU award granted in February 2025 to Ms. LoBue will be reflected as a stock award for 2025 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2025 table in our Proxy Statement for our 2026 Annual Meeting of Shareholders.

  77. 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, on February 6, 2024, we awarded annual time-vesting RSU grants to each of Messrs. Redett, Ferguson, and Finn based on their 2023 performance, leadership, overall responsibilities, and expected future contributions to the firm’s success. Additionally, on February 1, 2024, we granted to Ms. LoBue and on February 6, 2024, we granted to Messrs. Redett, Ferguson, and Finn, RSUs under our Bonus Deferral Program, which reflected a mandatory deferral of 10% of their annual performance bonuses for 2023. The grant date fair value of these awards are reflected as stock awards for 2024 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2024 table.

  78. 2024 RSU Grants (2023 Performance) – Other Named Executive Officers

    | Name | Number of Time- Vesting RSUs | Number of 2023 Bonus Deferral RSUs | | John Redett | 429,800 | 8,955 | | Lindsay LoBue | — | 756 | | Jeffrey Ferguson | 107,450 | 6,268 | | Christopher Finn | 429,800 | 8,955 |

  79. 2024 RSU Grants (2023 Performance) – Other Named Executive Officers

    | 48 | CARLYLE | Proxy Statement 2025 |

  80. 2024 ANNUAL TIME-VESTING RSUs

    2024 ANNUAL TIME-VESTING RSUs

  81. 2024 ANNUAL TIME-VESTING RSUs

    | Grant Date | February 6, 2024 | | Terms | The annual 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. |

  82. 2023 BONUS DEFERRAL RSUs

    2023 BONUS DEFERRAL RSUs

  83. 2023 BONUS DEFERRAL RSUs

    | Grant Date | February 1, 2024 (for Ms. LoBue) and February 6, 2024 (for Messrs. Redett, Ferguson, and Finn) | | Terms | The 2023 Bonus Deferral RSUs are eligible to vest in equal installments of 1/3 on each of the first three anniversaries of the applicable grant date, subject to the applicable named executive officer’s continued employment through each applicable vesting date. |

  84. 2025 RSU Grants (2024 Performance) – Other Named Executive Officers

    2025 RSU Grants (2024 Performance) – Other Named Executive Officers As part of our 2024 year-end compensation program, in February 2025, we awarded annual time-vesting RSU grants to Messrs. Redett and Ferguson and Ms. LoBue based on their 2024 performance (as set forth above under “Other Named Executive Officer Annual Performance Bonuses”), leadership, overall responsibilities, and expected future contribution to the firm’s success. The Bonus Deferral RSUs granted to Messrs. Redett and Ferguson and Ms. LoBue in February 2025 in respect of their 2024 annual performance bonuses are discussed above under “Other Named Executive Officer Annual Performance Bonuses.” The grant date fair value of these awards will be reflected as stock awards for 2025 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2025 table in our Proxy Statement for our 2026 Annual Meeting of Shareholders.

  85. 2025 RSU Grants (2024 Performance) – Other Named Executive Officers

    | Name | Number of Time- Vesting RSUs | | John Redett | 257,412 | | Lindsay LoBue | 79,887 | | Jeffrey Ferguson | 62,134 |

  86. 2025 ANNUAL TIME-VESTING RSUs

    2025 ANNUAL TIME-VESTING RSUs

  87. 2025 ANNUAL TIME-VESTING RSUs

    | Grant Date | February 1, 2025 | | Terms | These time-vesting RSUs are eligible to vest 40% on August 1, 2026, 30% on August 1, 2027, and 30% on August 1, 2028, subject to the applicable named executive officer’s continued employment through each applicable vesting date. |

  88. 2024 Tranche of Performance-Vesting RSUs Aligned to Strategic Plan

    2024 Tranche of Performance-Vesting RSUs Aligned to Strategic Plan The fourth and final tranche of the Strategic Equity performance-vesting RSUs granted to Messrs. Ferguson and Finn in February 2021 had performance goals tied to Carlyle’s FRE performance during the 2024 performance year, which were aligned to our legacy strategic plan announced in February 2021, which outlined financial targets designed to be achieved by 2024. On February 6, 2025, following certification that the FRE target of $800 million for the 2024 performance year (which target was established in February 2021) was achieved, 40% of the performance-vesting strategic equity awards granted to Messrs. Ferguson and Finn vested, resulting in the delivery of 30,935 and 46,402 shares of common stock to Messrs. Ferguson and Finn, 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.

  89. 2024 Tranche of Performance-Vesting RSUs Aligned to Strategic Plan

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

  90. 2024 Tranche of Performance-Vesting RSUs Aligned to Strategic Plan

    | CARLYLE | Proxy Statement 2025 | 49 |

  91. 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.

  92. Policies and Practices Related to the Timing of Equity Awards

    Policies and Practices Related to the Timing of Equity Awards Our executive compensation program has historically not included awards of stock options. We have no policy, program, practice, or plan pertaining to the timing of stock option grants with respect to material non-public information. We also have not timed the release of material non-public information for the purpose of affecting the value of executive compensation.

  93. Policies and Practices Related to the Timing of Equity Awards

    | CARLYLE | Proxy Statement 2025 | 53 |

  94. 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, 2025.

  95. 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 | 2024 | 1,000,000 | — | 22,513,410 | 6,000,000(2) | 76,766(3) | 29,590,176 | | Chief Executive Officer (principal executive officer) | 2023 | 838,462 | — | 179,981,039 | 6,000,000 | 174,597 | 186,994,098 | | John C. Redett | 2024 | 500,000 | 2,005,000 | 30,945,622 | — | 210(4) | 33,450,832 | | Chief Financial Officer (principal financial officer) | 2023 | 500,000 | 2,250,000 | — | — | 79,346 | 2,829,346 | | Lindsay P. LoBue | 2024 | 500,000 | 2,405,000 | 3,300,559 | — | — | 6,205,559 | | Chief Operating Officer | | | | | | | | | Jeffrey W. Ferguson | 2024 | 500,000 | 805,000 | 4,630,597 | — | 160,687(5) | 6,096,284 | | General Counsel | 2023 | 500,000 | 1,575,000 | 6,419,168 | — | 237,132 | 8,731,300 | | Christopher Finn | 2024 | 500,000 | 955,000 | 30,945,622 | — | 386,057(6) | 32,786,679 | | Senior Advisor and Former Chief Operating Officer | 2023 | 500,000 | 2,250,000 | 6,774,172 | — | 577,147 | 10,101,319 | | | 2022 | 500,000 | 1,750,000 | 3,108,697 | — | 1,168,413 | 6,527,110 |

  96. 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 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. For 2024, amounts reported reflect: (i) the PSUs awarded pursuant to our Stock Price Appreciation PSU Award Program to Messrs. Redett and Finn and Ms. LoBue on February 6, 2024 and to Mr. Schwartz on February 14, 2024, (ii) the annual time-vesting RSU awards that were granted to Messrs. Redett, Ferguson and Finn on February 6, 2024 and (iii) the Bonus Deferral RSUs granted to Ms. LoBue on February 1, 2024 and to Messrs. Redett, Ferguson and Finn on February 6, 2024. The grant date fair value of the PSU awards granted to Messrs. Schwartz, Redett and Finn and Ms. LoBue were 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 PSU awards granted under the Stock Price Appreciation PSU Award Program were 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. On February 26, 2025, Mr. Finn voluntarily forfeited the final two tranches of his PSU award, which were comprised of 334,002 outstanding and unvested PSUs. (2)This amount represents Mr. Schwartz’s annual performance bonus in respect of 2024, 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 2024, the outcome with respect to which was substantially uncertain at the time such targets were established. (3)This amount represents our payment of $76,766 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 $210 in 2024. (5)This amount represents cash distributions of $161,233 received by Mr. Ferguson in respect of his CIP interest in 2024, and a return in 2024 of $546 previously received by Mr. Ferguson in respect of his direct carried interest allocations at the fund level. (6)This amount represents cash distributions of $63,595 received by Mr. Finn in respect of his direct carried interest allocations at the fund level in 2024 and $322,462 received by Mr. Finn in respect of his CIP interest in 2024.

  97. Summary Compensation Table

    | CARLYLE | Proxy Statement 2025 | 55 |

  98. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table presents information concerning grants of plan-based awards in 2024 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 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

  99. Grants of Plan-Based Awards in 2024

    | | | 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) | | $750,000 | $3,000,000 | $6,000,000 | | | | | | | Stock Price Appreciation Program PSUs (2) | 2/14/2024 | | | | 243,784 | 731,351 | 731,351 | — | $22,513,410 | | John C. Redett | | | | | | | | | | | 2024 Annual Time-Vesting RSUs(3) | 2/6/2024 | | | | — | — | — | 429,800 | $17,501,456 | | 2023 Bonus Deferral RSUs(4) | 2/6/2024 | | | | — | — | — | 8,955 | $364,648 | | Stock Price Appreciation Program PSUs(5) | 2/6/2024 | | | | 167,001 | 501,003 | 501,003 | — | $13,079,518 | | Lindsay P. LoBue | | | | | | | | | | | 2023 Bonus Deferral RSUs(4) | 2/1/2024 | | | | — | — | — | 756 | $30,678 | | Stock Price Appreciation Program PSUs(5) | 2/6/2024 | | | | 41,751 | 125,251 | 125,251 | — | $3,269,881 | | Jeffrey W. Ferguson | | | | | | | | | | | 2024 Annual Time-Vesting RSUs(3) | 2/6/2024 | | | | — | — | — | 107,450 | $4,375,364 | | 2023 Bonus Deferral RSUs(4) | 2/6/2024 | | | | — | — | — | 6,268 | $255,233 | | Christopher Finn | | | | | | | | | | | 2024 Annual Time-Vesting RSUs(3) | 2/6/2024 | | | | — | — | — | 429,800 | $17,501,456 | | 2023 Bonus Deferral RSUs(4) | 2/6/2024 | | | | — | — | — | 8,955 | $364,648 | | Stock Price Appreciation Program PSUs(5) | 2/6/2024 | | | | 167,001 | 501,003 | 501,003 | — | $13,079,518 |

  100. Grants of Plan-Based Awards in 2024

    (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 the award’s financial performance goal, which accounted for 25% of the award, resulting in 25% 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 Stock Price Appreciation Program PSU grant awarded to Mr. Schwartz. This PSU grant is eligible to vest in three equal installments of 1/3 based on Mr. Schwartz’s continued service through at least February 14 of each of 2025, 2026, and 2027, respectively, and based on the attainment of 30-consecutive trading day average closing stock prices of $48.76, $56.88, and $65.01, respectively. The period for measuring the achievement of the stock price hurdles began on February 14, 2024, and ends on February 14, 2027. The grant date fair value of these PSUs 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. (3)Represents annual time-vesting RSU grants awarded to Messrs. Redett, Ferguson, and Finn. These RSU grants will be eligible to vest 40% on August 1, 2025, 30% on August 1, 2026, and 30% on August 1, 2027. (4)Represents bonus deferral RSUs (relating to the portion of 2023 year-end annual performance bonuses that were deferred pursuant to our Bonus Deferral Program) awarded to Messrs. Redett, Ferguson, and Finn and Ms. LoBue. These RSU grants will be eligible to vest in equal installments of 1/3 on, with respect to Ms. LoBue, each of February 1, 2025, February 1, 2026, and February 1, 2027, and with respect to Messrs. Redett, Ferguson, and Finn, each of February 6, 2025, February 6, 2026, and February 6, 2027. (5)Represents the Stock Price Appreciation Program PSU grants awarded to Messrs. Redett and Finn and Ms. LoBue. These PSU grants are eligible to vest in three equal installments of 1/3 based on the applicable named executive officer’s continued service through at least February 6 of each of 2025, 2026, and 2027, respectively, and based on the attainment of 30-consecutive trading day average closing stock prices of $48.05, $56.06, and $64.06, respectively. The period for measuring the achievement of the stock price hurdles began on February 6, 2024, and ends on February 6, 2027. The grant date fair value of these PSUs 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. On February 26, 2025, Mr. Finn voluntarily forfeited the final two tranches of his PSU award, which were comprised of 334,002 outstanding and unvested PSUs.

  101. Grants of Plan-Based Awards in 2024

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  102. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table provides information regarding outstanding unvested equity awards held by our named executive officers as of December 31, 2024. 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 $50.49 per share on December 31, 2024, the last trading day of 2024. The number of RSUs and PSUs reported below include dividend equivalent units accrued as of December 31, 2024 for time-vesting RSUs granted since February 1, 2024 and the Sign-on PSUs and Sign-on RSUs granted to Mr. Schwartz.

  103. Outstanding Equity Awards at 2024 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 | 2,356,906(1) | $119,000,184 | 3,544,681(6) | $178,970,944 | | John C. Redett | 615,971(2) | $31,100,376 | 334,002(7) | $16,863,761 | | Lindsay P. LoBue | 42,521(3) | $2,146,886 | 83,501(8) | $4,215,966 | | Jeffrey W. Ferguson | 278,802(4) | $14,076,713 | — | $— | | Christopher Finn | 802,316(5) | $40,508,935 | 334,002(7) | $16,863,761 |

  104. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1)The amount reported for Mr. Schwartz is composed of 1,094,083 Sign-On RSUs (of which 547,042 will be eligible to vest on December 15, 2025 and 547,041 will be eligible to vest on December 15, 2026); 1,019,040 Sign-On PSUs that were earned as of the end of the fiscal year based on the attainment of the second stock price target for such award and that vested on February 1, 2025, the date on which the applicable minimum service requirement was satisfied; and 243,783 Stock Price Appreciation PSUs that were earned as of the end of the fiscal year based on the attainment of the first stock price target for such award and that vested on February 14, 2025, the date on which the applicable minimum service requirement was satisfied. (2)The amount reported for Mr. Redett is composed of 3,053 bonus deferral RSUs that vested on February 6, 2025; 175,923 discretionary/annual time-vesting RSUs that will be eligible to vest on August 1, 2025; 3,053 bonus deferral RSUs that will be eligible to vest on February 6, 2026; 131,943 discretionary/annual time-vesting RSUs that will be eligible to vest on August 1, 2026; 3,056 bonus deferral RSUs that will be eligible to vest on February 6, 2027; 131,942 discretionary/annual time-vesting RSUs that will be eligible to vest on August 1, 2027; and 167,001 Stock Price Appreciation PSUs that were earned as of the end of the fiscal year based on the attainment of the first stock price target for such award and that vested on February 6, 2025, the date on which the applicable minimum service requirement was satisfied. (3)The amount reported for Ms. LoBue is composed of 255 bonus deferral RSUs that vested on February 1, 2025; 255 bonus deferral RSUs that will be eligible to vest on February 1, 2026; 261 bonus deferral RSUs that will be eligible to vest on February 1, 2027; and 41,750 Stock Price Appreciation PSUs that were earned as of the end of the fiscal year based on the attainment of the first stock price target for such award and that vested on February 6, 2025, the date on which the applicable minimum service requirement was satisfied. (4)The amount reported for Mr. Ferguson is composed of 30,935 time-based strategic equity RSUs that vested on February 1, 2025; 2,136 bonus deferral RSUs that vested on February 6, 2025; 71,691 discretionary/annual time-vesting RSUs and 25,305 additional 2023 time-vesting RSUs that will be eligible to vest on August 1, 2025; 2,136 bonus deferral RSUs that will be eligible to vest on February 6, 2026; 55,232 discretionary/annual time-vesting RSUs and 25,305 additional 2023 time-vesting RSUs that will be eligible to vest on August 1, 2026; 2,141 bonus deferral RSUs that will be eligible to vest on February 6, 2027; 32,986 discretionary/annual time-vesting RSUs that will be eligible to vest on August 1, 2027; and 30,935 performance-vesting strategic equity RSUs that were earned as of the end of the fiscal year based on 2024 performance and vested on February 6, 2025, the date we certified the attainment of the established performance metrics. (5)The amount reported for Mr. Finn is composed of 46,402 time-based strategic equity RSUs that vested on February 1, 2025; 3,053 bonus deferral RSUs that vested on February 6, 2025; 218,854 discretionary/annual time-vesting RSUs and 8,620 additional 2023 time-vesting RSUs that will be eligible to vest on August 1, 2025; 3,053 bonus deferral RSUs that will be eligible to vest on February 6, 2026; 165,313 discretionary/annual time-vesting RSUs and 8,620 additional 2023 time-vesting RSUs that will be eligible to vest on August 1, 2026; 3,056 bonus deferral RSUs that will be eligible to vest on February 6, 2027; 131,942 discretionary/annual time-vesting RSUs that will be eligible to vest on August 1, 2027; 46,402 performance-vesting strategic equity RSUs that were earned as of the end of the fiscal year based on 2024 performance and vested on February 6, 2025, the date we certified the attainment of the established performance metrics; and 167,001 Stock Price Appreciation PSUs that were earned as of the end of the fiscal year based on the attainment of the first stock price target for such award and that vested on February 6, 2025, the date on which the applicable minimum service requirement was satisfied. (6)The amount reported for Mr. Schwartz is composed of 3,057,113 Sign-On PSUs, which are the final three tranches of Mr. Schwartz’s Sign-On PSU Award and which are subject to a performance-based vesting condition requiring achievement of absolute stock price targets of $58.12, $64.96, and $71.80 (respectively) over a period of 45 consecutive trading days during the performance period beginning February 15, 2023 and ending February 1, 2028, and with the $64.96 and $71.80 tranches subject to an additional performance-based vesting condition relating to TSR (linked to the 60th percentile of the constituent companies included in the S&P 500® Financials Index as of February 15, 2023), and a time-based vesting condition requiring minimum service through at least February 1 of 2026, 2027, and 2028 (respectively), or, if the performance-based vesting condition(s) are not satisfied as of the applicable minimum service date, the first to occur of February 1, May 1, November 1, and August 1 following the date on which the applicable performance-based vesting condition(s) are satisfied; and 487,568 Stock Price Appreciation PSUs, which are the final two tranches of Mr. Schwartz’s Stock Price Appreciation Program PSU Award, the performance-vesting and service-vesting conditions of which are described under “Compensation Discussion and Analysis—Compensation Elements—Long- Term Equity Awards—Stock Price Appreciation PSU Award Program.” The foregoing number of PSUs reported reflects the total number of PSUs outstanding and for which the applicable performance condition has not been satisfied as of December 31, 2024, even though the performance period will not end until February 14, 2027 with respect to the Stock Price Appreciation PSUs and February 1, 2028 with respect to the Sign-On PSUs, and vesting is contingent on meeting absolute stock price hurdles and, for certain tranches of the Sign-On PSU Award, the Company’s relative TSR performance. There is no assurance that these PSUs will be earned.

  105. Outstanding Equity Awards at 2024 Fiscal Year-End

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  106. Outstanding Equity Awards at 2024 Fiscal Year-End

    (7)The amount reported for Messrs. Redett and Finn is composed of 334,002 Stock Price Appreciation PSUs, which are the final two tranches of Messrs. Redett and Finn’s Stock Price Appreciation Program PSU Awards, the performance-vesting and service-vesting conditions of which are described under “Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Awards—Stock Price Appreciation PSU Award Program.” The foregoing number of PSUs reported reflects the total number of PSUs outstanding and for which the applicable performance condition has not been satisfied as of December 31, 2024, even though the performance period will not end until February 6, 2027, and vesting is contingent on meeting absolute stock price hurdles. There is no assurance that these PSUs will be earned. Mr. Finn voluntarily forfeited these 334,002 PSUs on February 26, 2025. (8)The amount reported for Ms. LoBue is composed of 83,501 Stock Price Appreciation PSUs, which are the final two tranches of Ms. LoBue’s 2024 Stock Price Appreciation Program PSU Award, the performance-vesting and service-vesting conditions of which are described under “Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Awards—Stock Price Appreciation PSU Award Program.” The foregoing number of PSUs reported reflects the total number of PSUs outstanding and for which the applicable performance condition has not been satisfied as of December 31, 2024, even though the performance period will not end until February 6, 2027, and vesting is contingent on meeting absolute stock price hurdles. There is no assurance that these PSUs will be earned.

  107. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 As we have never issued any options, our named executive officers had no option exercises during the year ended December 31, 2024. Certain of our named executive officers had equity awards vest during the year ended December 31, 2024, as reflected below. The number of RSUs and PSUs reported below for Mr. Schwartz include dividend equivalent units accrued on the applicable tranches of the Sign-On RSU Award and Sign-On PSU Award as of the applicable vesting date.

  108. Option Exercises and Stock Vested in 2024

    | | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(6) | | Harvey M. Schwartz(1) | 1,542,890 | $69,661,829 | | John C. Redett | — | $— | | Lindsay P. LoBue | — | $— | | Jeffrey W. Ferguson(2) | 129,274 | $5,806,395 | | Christopher Finn(3) | 168,471 | $7,457,636 |

  109. Option Exercises and Stock Vested in 2024

    (1)The value for Mr. Schwartz is based on the value of 995,848 shares received upon the vesting of PSUs under his Sign-On PSU Award (including dividend equivalent units credited on such PSUs) on May 1, 2024 and 547,042 shares received upon the vesting of RSUs under his Sign-On RSU Award (including dividend equivalent units credited on such RSUs) on December 15, 2024. (2)The value for Mr. Ferguson is based on the value of 15,467 shares received upon the vesting of RSUs on February 1, 2024, 36,460 shares received upon the vesting of RSUs on February 6, 2024 and 77,347 shares received upon the vesting of RSUs on August 1, 2024. (3)The value for Mr. Finn is based on the value of 23,201 shares received upon the vesting of RSUs on February 1, 2024, 59,937 shares received upon the vesting of RSUs on February 6, 2024 and 85,333 shares received upon the vesting of RSUs on August 1, 2024. (4)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.

  110. Pension Benefits for 2024

    Pension Benefits for 2024 We do not provide pension benefits to our named executive officers.

  111. Nonqualified Deferred Compensation for 2024

    Nonqualified Deferred Compensation for 2024 We do not provide defined contribution plans for the deferral of compensation on a basis that is not tax-qualified.

  112. 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. The number of RSUs and PSUs reported below include dividend equivalent units accrued as of December 31, 2024 for time-vesting RSUs granted since February 1, 2024 and the Sign-On RSU Award and Sign-On PSU Award granted to Mr. Schwartz.

  113. Potential Payments Upon Termination or Change in Control

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  114. 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”). 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.

  115. 2024 Pay Ratio

    2024 Pay Ratio For 2024, the total compensation for Mr. Schwartz, our principal executive officer as of December 31, 2024, was $29,590,176. For 2024, our median employee’s annual total compensation was $269,443. Based on the aggregate principal executive officer total compensation, our CEO Pay Ratio for 2024 was 110:1.

  116. 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, 2023, and 2024 and (ii) our other non-PEO named executive officers (determined as an average, as set forth below) during each of 2020, 2021, 2022, 2023, and 2024 and our financial performance.

  117. 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) | | | | 2024 | $29,590,176 | $— | $— | $— | $122,266,110 | $— | $— | $— | $19,634,839 | $27,674,579 | $186 | $215 | $1,091.1 | $1,104.6 | | 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 | $41,878,583 | $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 |

  118. PAY VERSUS PERFORMANCE

    (1)The non-PEO named executive officers in 2024 consist of Messrs. Redett, Ferguson, and Finn and Ms. LoBue, 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:

  119. 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 | | | | | | 2024 | $29,590,176 | $(22,513,410) | $115,189,344 | $122,266,110 | | Average of Non-PEO Named Executive Officers | | | | | | 2024 | $19,634,839 | $(17,455,600) | $25,495,340 | $27,674,579 |

  120. 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.

  121. PAY VERSUS PERFORMANCE

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  122. 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 include the fair value of accrued dividend equivalent units as of the applicable date, to the extent applicable. For additional information regarding the determination of fair value, see Note 2 and Note 14 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

  123. 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 | Change in Fair Value from Prior Year End to Vesting Date for 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 | | | | | | | | 2024 | $28,832,275 | $71,053,502 | $— | $15,303,567 | $— | $115,189,344 | | Average of Non-PEO Named Executive Officers | | | | | | | | 2024 | $24,062,819 | $1,046,995 | $— | $385,526 | $— | $25,495,340 |

  124. 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.

  125. PAY VERSUS PERFORMANCE

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  126. 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, 2023, and 2024 and our cumulative 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.

  127. “Compensation Actually Paid” vs. Company TSR and Company TSR v. Peer Group TSR

    “Compensation Actually Paid” vs. Company TSR and Company TSR v. Peer Group TSR

  128. “Compensation Actually Paid” vs. Company 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 |

  129. “Compensation Actually Paid” vs. Company TSR and Company TSR v. Peer Group TSR

    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, 2023, and 2024 and our net income performance in 2020, 2021, 2022, 2023, and 2024. 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.

  130. “Compensation Actually Paid” vs. Net Income

    “Compensation Actually Paid” vs. Net Income

  131. “Compensation Actually Paid” vs. Net Income

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

  132. “Compensation Actually Paid” vs. Net Income

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  133. “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, 2023, and 2024 and the performance of our company-selected measure, fee related earnings, in 2020, 2021, 2022, 2023, and 2024.

  134. “Compensation Actually Paid” vs. FRE

    “Compensation Actually Paid” vs. FRE

  135. “Compensation Actually Paid” vs. FRE

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

  136. 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. |

  137. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  138. 2024 Director Compensation Table

    2024 Director Compensation Table The following table provides the director compensation for Mr. Hance and our non-employee directors for 2024:

  139. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Afsaneh Beschloss(2) | $93,334 | $198,859 | $292,193 | | Sharda Cherwoo | $140,000 | $198,859 | $338,859 | | Linda H. Filler | $140,000 | $198,859 | $338,859 | | Lawton W. Fitt | $230,000 | $198,859 | $428,859 | | James H. Hance, Jr.(3) | $— | $— | $— | | Mark S. Ordan | $140,000 | $198,859 | $338,859 | | Derica W. Rice | $140,000 | $198,859 | $338,859 | | Dr. Thomas S. Robertson(4) | $58,334 | $— | $58,334 | | William J. Shaw | $180,000 | $198,859 | $378,859 | | Anthony Welters | $165,000 | $198,859 | $363,859 |

  140. 2024 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 on May 1, 2024 (other than Dr. Robertson, who did not receive an RSU award on May 1, 2024 because of his pending retirement) computed in accordance with U.S. GAAP pertaining to equity-based compensation. For additional information regarding the computation of grant date fair value, see Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. (2)Ms. Beschloss was appointed as a director on May 1, 2024. Therefore, the cash fees reported for Ms. Beschloss reflects the prorated portion of the annual cash retainer earned from the date of her appointment. (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.” (4)Dr. Robertson retired as a director effective as of May 29, 2024. Because of Dr. Robertson’s pending retirement, Dr. Robertson did not receive an RSU award on May 1, 2024. The following table provides information regarding outstanding unvested equity awards held by our non-employee directors who served during 2024 as of December 31, 2024:

  141. 2024 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) | | Afsaneh Beschloss | 5,004 | $252,652 | | Sharda Cherwoo | 5,004 | $252,652 | | Linda H. Filler | 5,004 | $252,652 | | Lawton W. Fitt | 5,004 | $252,652 | | Mark S. Ordan | 5,004 | $252,652 | | Derica W. Rice | 5,004 | $252,652 | | Dr. Thomas S. Robertson(2) | — | $— | | William J. Shaw | 5,004 | $252,652 | | Anthony Welters | 5,004 | $252,652 |

  142. 2024 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 $50.49 per share on December 31, 2024, the last trading day of 2024. (2)Dr. Robertson retired as a director effective May 29, 2024.

  143. 2024 Director Compensation Table

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  144. 2024 Director Compensation Table

    Certain Relationships and Related Transactions