DEF 14A of Ares Management Corp, Apr 19, 2024

DEF 14A of Ares Management Corp

Filed Apr 19, 2024 · FY20230001628280-24-016964

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  2. Board Structure and the Nominees

    Board Structure and the Nominees The Board is currently comprised of eleven directors. Each director shall hold office for the term for which such director is elected and thereafter until such director’s successor shall have been duly elected and qualified. Except as otherwise expressly provided in our Certificate of Incorporation, the holders of our voting common stock are entitled to vote on all matters on which stockholders of a corporation are generally entitled to vote under the Delaware General Corporation Law, including the election of our Board. In connection with the Annual Meeting, the Board has nominated each of Messrs. Arougheti, Bhutani, deVeer, Kaplan, Joubert, Lynton and Rosenthal, Mses. Bush and Naughton and Dr. Olian for reelection as Class II directors and Mr. Ressler for reelection as a Class I director (collectively, the “Nominees”), each for a one year term expiring at our 2025 Annual Meeting of Stockholders once their respective successors have been duly elected and qualified or until their earlier resignation or removal. The Company’s Certificate of Incorporation and Bylaws (the “Organizational Documents”) provide that each director shall be elected by a plurality of the votes cast at a meeting of stockholders for the election of directors. Set forth below is information concerning our directors as of April 19, 2024, and the key experience, qualifications and skills they bring to the Board.

  3. The Nominees

    The Nominees

  4. The Nominees

    | Name | Age | Position(s) Held with Company and Length of Time Served | | Michael J Arougheti | 51 | Director (Class II Director) since March 2014, Co-Founder, Chief Executive Officer and President | | Ashish Bhutani | 63 | Director (Class II Director) since January 2023* | | Antoinette Bush | 67 | Director (Class II Director) since January 2019* | | R. Kipp deVeer | 51 | Director (Class II Director) since February 2020, Head of Credit Group | | Paul G. Joubert | 76 | Director (Class II Director) since May 2014* | | David B. Kaplan | 56 | Director (Class II Director) since March 2014 and Co-Founder | | Michael Lynton | 64 | Director (Class II Director) since May 2014* | | Eileen Naughton | 66 | Director (Class II Director) since December 2021* | | Dr. Judy D. Olian | 72 | Director (Class II Director) since May 2014* | | Antony P. Ressler | 63 | Director (Class I Director) since March 2014, Executive Chairman and Co-Founder | | Bennett Rosenthal | 60 | Director (Class II Director) since March 2014, Co-Founder and Chairman of Private Equity Group |

  5. The Nominees

    *Our Board has determined that this director is independent for purposes of the New York Stock Exchange (“NYSE”) corporate governance listing requirements. Nominees for Class II Directors (Term expires at the 2025 Annual Meeting of Stockholders) Non-Independent Directors Michael J Arougheti. Mr. Arougheti is a Co-Founder the Chief Executive Officer and President and a Director of Ares Management Corporation. He is a member of the Ares Executive Management Committee, the Ares Enterprise Risk Committee and is on the Board of Directors of the Ares Charitable Foundation. He additionally serves as Co-Chairman of Ares Capital Corporation (“ARCC”), Co-Chairman of Ares Acquisition Corporation II (“AACT”) and as a director of Ares Commercial Real Estate Corporation (“ACRE”). Mr. Arougheti is not standing for reelection as a director of ACRE when his term expires at ACRE’s 2024 annual meeting of stockholders. Mr. Arougheti also is a member of the Ares Credit Group’s U.S. Direct Lending and Pathfinder Investment Committees, the Ares Equity Income Opportunity Strategy Portfolio Review Committee and the Ares Sports, Media and Entertainment Investment Committee. Prior to joining Ares in 2004, Mr. Arougheti was employed by Royal Bank of Canada (“RBC”) from 2001 to 2004, where he was a Managing Partner of the Principal Finance Group of RBC Capital Partners and a member of the firm’s Mezzanine Investment Committee. Mr. Arougheti oversaw an investment team that originated, managed and monitored a diverse portfolio of middle-market leveraged loans, senior and junior subordinated debt, preferred equity and common stock and warrants on behalf of RBC and other third-party institutional investors. Mr. Arougheti joined RBC in October 2001 from Indosuez Capital, where he was a Principal and an Investment Committee member, responsible for originating, structuring and executing leveraged transactions across a broad range of products and asset classes. Prior to joining Indosuez in 1994, Mr. Arougheti worked at Kidder, Peabody & Co., where he was a member of the firm’s Mergers and Acquisitions Group. Mr. Arougheti also serves on the board of directors of Operation HOPE, a not-for-profit organization focused on expanding economic opportunity in underserved communities through education and empowerment. Additionally, he is a member of the PATH Organization Leadership Council. Mr. Arougheti received a B.A. in Ethics, Politics and Economics, cum laude, from Yale University. Mr. Arougheti’s knowledge of and extensive experience in investment management, leveraged finance and financial services give the Board valuable industry-specific knowledge and expertise on these and other matters and, in addition to his service as a director of other public companies, position him well to serve on the Board. R. Kipp deVeer. Mr. deVeer is a Director and Partner of Ares Management Corporation and Head of the Ares Credit Group. He is a member of the Ares Executive Management Committee and the Ares Diversity, Equity and Inclusion Council. He also serves as a Director and Chief Executive Officer of ARCC. Mr. deVeer is a member of the Ares Credit Group’s U.S. Direct Lending, European Direct Lending and Pathfinder Investment Committees. Prior to joining Ares in 2004, Mr. deVeer was a partner at RBC Capital Partners, a division of Royal Bank of Canada, which led the firm’s middle market financing and principal investment business. Mr. deVeer joined RBC in October 2001 from Indosuez Capital, where he was Vice President in the Merchant Banking Group. Previously, Mr. deVeer worked at J.P. Morgan and Co., both in the Special Investment Group of J.P. Morgan Investment Management, Inc. and the Investment Banking Division of J.P. Morgan Securities Inc. Mr. deVeer received a B.A. from Yale University and an M.B.A. from Stanford University’s Graduate School of Business. Mr. deVeer’s knowledge of and extensive experience in the credit and capital markets, together with his leadership and strategic guidance in our global Credit business, position him well to serve on the Board. David B. Kaplan. Mr. Kaplan is a Co-Founder, Director and Partner of Ares Management Corporation . He is a member of the Ares Executive Management Committee and serves on several Ares Investment Committees including, among others, the Ares Private Equity Group’s Corporate Opportunities, Energy Opportunities and Extended Value Investment Committees and the Ares Credit Group’s Opportunistic Credit Investment Committee. Additionally, Mr. Kaplan is the Co-Chairman and Chief Executive Officer of AACT. Mr. Kaplan joined Ares in 2003 from Shelter Capital Partners, LLC, where he was a Senior Principal from June 2000 to April 2003. From 1991 through 2000, Mr. Kaplan was a Senior Partner of Apollo Management, L.P. and its affiliates. Prior to Apollo, Mr. Kaplan was a member of the Investment Banking Department at Donaldson, Lufkin & Jenrette Securities Corp. Mr. Kaplan currently serves on the supervisory board of directors of MYT Netherlands Parent B.V., the parent entity of Mytheresa GmbH. Mr. Kaplan also serves as a member of the boards of directors of X-Energy Reactor Company, LLC and as the Chairman of the board of directors of the parent entity of Cooper’s Hawk Winery & Restaurants. Mr. Kaplan’s previous public company board experience includes Floor & Decor Holdings, Inc., Maidenform Brands, Inc., where he served as the company’s Chairman, GNC Holdings, Inc., Dominick’s Supermarkets, Inc., Stream Global Services, Inc., Orchard Supply Hardware Stores Corporation, Smart & Final, Inc. and Allied Waste Industries Inc. Mr. Kaplan also currently serves as Chairman of the Board of Directors of Cedars-Sinai Medical Center, a non-profit hospital, and on the President’s Advisory Group of the University of Michigan. Mr. Kaplan graduated with High Distinction, Beta Gamma Sigma, from the University of Michigan with a Bachelor of Business Administration degree, concentrating in Finance. Mr. Kaplan’s knowledge of and extensive experience with leveraged finance, acquisitions and private equity investments, in addition to his service as a director of other public and private companies, position him well to serve on the Board. Bennett Rosenthal. Mr. Rosenthal is a Co-Founder, Director and Partner of Ares Management Corporation and Chairman of the Ares Private Equity Group. He is a member of the Ares Executive Management Committee and the Ares Diversity, Equity and Inclusion Council. Mr. Rosenthal additionally serves as the Co-Chairman of the Board of Directors of ARCC. Following ARCC’s 2024 annual meeting of stockholders, Mr. Rosenthal will step down as Co-Chairman of the board of directors and will thereafter serve as Chairman Emeritus. Mr. Rosenthal is also a member of the Ares Private Equity Group’s Corporate Opportunities, Energy Opportunities, and Extended Value Investment Committees, the Ares Credit Group’s Opportunistic Credit Investment Committee and the Ares Sports, Media and Entertainment Investment Committee. Mr. Rosenthal joined Ares in 1998 from Merrill Lynch & Co., Inc. where he served as a Managing Director in the Global Leveraged Finance Group. He currently serves on the boards of directors for the parent entities of TAG (the Aspen Group), CHG Healthcare Holdings L.P., Duly Health and Care, LaserAway, Press Ganey Associates, Inc., TricorBraun and Unified Women’s Healthcare. Mr. Rosenthal’s previous board of directors experience includes Dawn Holdings, Inc., Hanger, Inc., Jacuzzi Brands Corporation, Maidenform Brands, Inc., National Veterinary Associates, Inc., Nortek, Inc., Serta/Simmons, The AZEK

  6. The Nominees

    Company and other private companies. Additionally, Mr. Rosenthal is the Lead Managing Owner and a Director of the Los Angeles Football Club, where he also serves on the board of the LAFC Foundation. Mr. Rosenthal also currently serves as Chair of the Graduate Executive Board at The Wharton School of the University of Pennsylvania. Mr. Rosenthal graduated, summa cum laude, with a B.S. in Economics from the University of Pennsylvania’s Wharton School of Business where he also received his M.B.A. with distinction. Mr. Rosenthal’s knowledge of and extensive experience with leveraged finance, acquisitions and direct lending and equity investments, in addition to his service as a director of other public and private companies, position him well to serve on the Board. Independent Directors Paul G. Joubert. Mr. Joubert is a Director of Ares Management Corporation. He is the Founding Partner of EdgeAdvisors, a privately held management consulting organization founded in July 2008 and has been a Venture Partner in Converge Venture Partners since March 2014. From 1971 until July 2008, Mr. Joubert held various positions at PricewaterhouseCoopers LLP (“PWC”), an international consulting and accounting firm. During his tenure at PWC, Mr. Joubert served as a Partner in the firm’s Assurance practice and led its Technology, InfoCom and Entertainment practice for the Northeast region of the United States. Prior to that, he served as Partner-in-Charge of PWC’s Northeast Middle Market Group and Chief of Staff to the Vice-Chairman of PWC’s domestic operations. From May 2009 to September 2010, Mr. Joubert served on the Board of Directors of Phaseforward, a publicly traded company that was acquired by Oracle in the fall of 2010. Mr. Joubert also served on the board of directors and as the audit committee Chairman of Stream Global Services Inc. from July 2008 until March 2014, when it was acquired by Convergys Corporation. He served on the board of directors and as the audit committee Chairman for ACRE from April 2012 until June 2014. He has also been involved with a number of professional organizations and other institutions, including the Boston Museum of Science, the National Association of Corporate Directors, the Massachusetts Innovation and Technology Exchange, as a director, and the Northeastern University Entrepreneurship Program. Mr. Joubert received a B.A. from Northeastern University. Mr. Joubert’s long and varied business career and valuable knowledge, insight and experience in financial and accounting matters position him well to serve on the Board. Michael Lynton. Mr. Lynton is a Director of Ares Management Corporation. Mr. Lynton currently serves as the Chairman of Snap Inc., Warner Music Group and Schrödinger, Inc. Mr. Lynton also serves as an advisor to 25madison, a venture capital firm. Mr. Lynton is also a member of the Smithsonian, the Rand Corporation and the Tate. He served as the Chief Executive Officer of Sony Entertainment from April 2012 until February 2017, overseeing Sony’s global entertainment businesses, including Sony Music Entertainment, Sony/ATV Music Publishing and Sony Pictures Entertainment. Mr. Lynton also served as Chairman and CEO of Sony Pictures Entertainment from January 2004 to January 2017. Prior to joining Sony Pictures Entertainment, Mr. Lynton worked for Time Warner and served as CEO of AOL Europe, President of AOL International and President of Time Warner International, and earlier served as Chairman and CEO of Pearson plc’s Penguin Group where he oversaw the acquisition of Putnam, Inc. and extended the Penguin brand to music and the internet. Mr. Lynton holds a B.A. in History and Literature from Harvard College, where he also received his M.B.A. Mr. Lynton’s knowledge and extensive business experience, on a global scale, position him well to serve on the Board. Dr. Judy D. Olian. Dr. Olian is a Director of Ares Management Corporation. Since 2018 Dr. Olian served as the President of Quinnipiac University. Previously, Dr. Olian served as dean of the UCLA Anderson School of Management and the John E. Anderson Chair in Management from January 2006 to July 2018. Prior to her tenure at UCLA, Dr. Olian served as dean and professor of management at the Smeal College of Business Administration at Pennsylvania State University. Earlier, she served in various faculty and executive roles at the University of Maryland and its Robert H. Smith School of Business. Her business expertise centers on aligning organizations’ design with market opportunities, developing strategically aligned human resource systems and incentives, and managing top management teams. Dr. Olian serves as a member of the Business Higher Education Forum and the New Haven Promise (a nonprofit board), which works with low income children in the community. Dr. Olian also serves on the boards of directors of United Therapeutics Corporation and Mattel Corporation, and in the not-for-profit sector, Hartford HealthCare and the Knight Commission for Collegiate Athletics. She chairs the Division I Metro-Atlantic Athletic Conference and was appointed by the Governor of Connecticut to co-chair AdvanceCT, attracting and retaining businesses into Connecticut. Dr. Olian received her B.S. in Psychology from the Hebrew University, Jerusalem and her M.S. and Ph.D. in Industrial Relations from the University of Wisconsin, Madison. Dr. Olian’s knowledge and business expertise in management, in addition to her service on various advisory boards, position her well to serve on the Board. Antoinette Bush. Ms. Bush is a Director of Ares Management Corporation. Ms. Bush is currently a Senior Advisor to News Corp. From 2013 to 2022, Ms. Bush served as the Executive Vice President and Global Head of Government Affairs for News Corp. Prior to joining News Corp, Ms. Bush was a partner at Skadden, Arps, Slate, Meagher, & Flom LLP. During her nearly twenty-year tenure at Skadden, Ms. Bush rose to become the Partner in charge of the Communications Group, representing global media, entertainment and telecom entities in regulatory, legal and transactional matters. Ms. Bush served as Executive Vice President of Northpoint Technology Ltd from 2001 to 2003 where she led legal and regulatory strategy. Ms. Bush also served as Senior Counsel to the Communications Subcommittee of the U.S. Senate Committee on Commerce, Science, and Transportation where she worked on numerous bills, including the landmark Cable Act of 1992. Ms. Bush currently chairs the board of directors of The HistoryMakers. She also serves on the My Brother’s Keeper Alliance Advisory Council and the boards of The J. Antony Lukas Prize Project Awards by Columbia Journalism School and Nieman Foundation, Children’s National Hospital and The Economic Club of Washington D.C. Ms. Bush also serves on the boards of directors of Radius Global Infrastructure, Inc. (f/k/a Digital Landscape Group, Inc.) and Ubicquia LLC. Ms. Bush received her B.A. from Wellesley College and her J.D. from Northwestern University Pritzker School of Law. Ms. Bush’s knowledge and business expertise in regulatory and legislative matters position her well to serve on the Board.

  7. The Nominees

    Eileen Naughton. Ms. Naughton is a Director of Ares Management Corporation. Most recently, Ms. Naughton served as the Chief People Officer and Vice President of People Operations at Google, Inc. from September 2016 to January 2021. Prior to September 2016, Ms. Naughton served in a variety of senior roles at Google dating back to 2006, including as Vice President and Managing Director for Google UK & Ireland and Vice President of Global Sales. Prior to joining Google in 2006, Ms. Naughton held a number of executive positions at Time Warner, including president of TIME Magazine. Ms. Naughton is currently a board member of ZScaler, Intercom, Inc., Indigo Books and Music and The Center for Discovery, and she previously served on the boards of L’Oreal, The XO Group and Olive AI. Ms. Naughton holds a Bachelor of Arts in international relations from the University of Pennsylvania, a Master of Arts from the Lauder Institute and a Master of Business Administration from the Wharton School of the University of Pennsylvania. Ms. Naughton’s knowledge and extensive experience in people management, technology and global operations position her well to serve on the Board. Ashish Bhutani. Mr. Bhutani is a Director of Ares Management Corporation. Since 2023, Mr. Bhutani has been a Founder of 1989 Holdings Management Corp. Previously, Mr. Bhutani served on the Board of Directors of Lazard Ltd, parent company of Lazard Asset Management (“LAM”), a global investment manager offering clients both traditional and alternative investment solutions in listed equity and fixed income from 2010 through June 1, 2022. Mr. Bhutani was the Chairman of LAM and Vice Chairman of Lazard Ltd until December 31, 2022 and served as the Chief Executive Officer of LAM from 2004 through June 1, 2022. Prior to joining Lazard Ltd in 2003, Mr. Bhutani worked at Wasserstein Perella Group and its successor company, Dresdner Kleinwort Wasserstein, where he was Co-Chief Executive Officer, North America, and a member of the Global Executive Committee from 2001 through 2002. Mr. Bhutani served as Deputy Chairman of Wasserstein Perella Group and Chief Executive Officer of Wasserstein Perella Securities from 1994 to 2001. Mr. Bhutani joined Wasserstein Perella Group in 1989, after starting his career at Salomon Brothers in 1985. Mr. Bhutani is active in a number of philanthropic organizations, primarily focused on hunger relief and education. He is a Board member of City Harvest and Children’s Aid. Mr. Bhutani is also a member of the Council on Foreign Relations. Mr. Bhutani holds a Bachelor of Science from Concordia College and a Master of Business Administration from Pace University. Mr. Bhutani’s knowledge of and extensive experience in the global asset management industry position him well to serve on the Board. Nominee for Class I Director (Term expires at the 2025 Annual Meeting of Stockholders) Non-Independent Director Antony P. Ressler. Mr. Ressler is a Co-Founder, Director and the Executive Chairman of Ares Management Corporation. He serves as Chairman of the Ares Executive Management Committee. Mr. Ressler also serves as a member of the Investment Committees of certain funds managed by the Ares Private Equity Group and certain funds managed by the Ares Real Estate Group, as well as the Ares Sports, Media and Entertainment Investment Committee. Mr. Ressler has been with Ares since its founding in 1997. Mr. Ressler has served on several boards of directors of companies owned or controlled by Ares investment funds. In the not-for-profit sector, Mr. Ressler serves as Co-Chair of the Board of the Los Angeles County Museum of Art (LACMA) and one of the founders and former member of the board of the Painted Turtle Camp (affiliated with Paul Newman’s Hole in the Wall Association), which serves children dealing with chronic & life-threatening illnesses by providing old-fashioned camping experiences. In the public education sector, Mr. Ressler is a Founder and former Chairman of the Alliance for College Ready Public Schools. Mr. Ressler also serves as the Principal Owner and Chairman of the Board of Advisors of the Atlanta Hawks Basketball Club. Mr. Ressler also serves at a Senior Advisor to the Hawks Foundation, a not for profit organization focused on building bridges with the metro Atlanta community through basketball. Mr. Ressler received his B.S.F.S. from Georgetown University’s School of Foreign Service and received his M.B.A. from Columbia University’s Graduate School of Business. Mr. Ressler’s intimate knowledge of the business and operations of the Company, his extensive experience in the financial industry and as a partner in investment firms and his service as a director of other public companies provide industry-specific knowledge and expertise to the Board and position him well to serve on the Board. THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES AS CLASS I AND CLASS II DIRECTORS.

  8. Role of Compensation Consultant

    Role of Compensation Consultant In May 2022, the Board engaged Korn Ferry to review, evaluate and provide recommendations regarding the compensation of the Company’s independent directors. Additionally, in 2023, management retained Korn Ferry to provide employment, compensation and benefits services and data analysis to the Company and its subsidiaries. The aggregate fees received by Korn Ferry in 2023 in connection with such employment, compensation and benefits services provided to the Company and its subsidiaries were $275,146, including matters unrelated to the compensation of executives and directors. The decision to engage Korn Ferry for such services was made by management in the ordinary course.

  9. Elements of Compensation

    Elements of Compensation Our NEOs are generally compensated primarily through a combination of carried interest and incentive fees that are designed to reward performance and align the interests of our NEOs with the interests of our fund investors and stockholders, and for Messrs. Arougheti, deVeer, and Phillips, equity awards. In 2023, Mr. Phillips was the only NEO to receive a base salary and discretionary bonus payment, and Messrs. Arougheti, deVeer, and Phillips were the only NEOs to receive equity awards. We believe that the elements of compensation for our NEOs serve the primary objectives of our compensation program. However, we periodically review the compensation of our key employees, including our NEOs, and, from time to time, may implement new plans or programs or otherwise make changes to the compensation structure relating to current or future key employees, including our NEOs. Annual Base Salary. In 2023, Mr. Phillips was the only NEO who received an annual base salary. Mr. Phillips’ 2023 annual base salary was $750,000. We intend the annual base salary of Mr. Phillips to reflect his position, duties and responsibilities as our Chief Financial Officer, as well as recognize his anticipated contribution to our ongoing initiatives and future success. Although we believe that the base salary of any NEO, where applicable, should not typically be the most significant amount of total compensation, we intend that any base salary amounts should attract and retain top talent as well as assist with the payment of basic living costs throughout the year. Annual Cash Discretionary Bonus Payments. In 2023, Mr. Phillips was the only NEO who received an annual discretionary bonus. Mr. Phillips’ 2023 annual discretionary cash bonus was $650,000. Mr. Phillips’s total discretionary bonus recognizes Mr. Phillips’s role as our Chief Financial Officer and his individual contribution to our overall goals and performance. We intend the discretionary bonus payment to reward Mr. Phillips for assisting us to achieve our annual goals, both for the Company as a whole and in his respective area of responsibility, including firm-wide ESG initiatives. Factors that were included in determining the size of the bonus payment include Mr. Phillips’s accomplishments in driving our results, his leadership and management of his team and our overall performance. Comparisons were made to prior year performance and to our other senior professionals with the intention to reward, motivate and retain Mr. Phillips. Mr. Phillips’s 2023 annual discretionary bonus was paid 65% in cash in December 2023 and the balance in January 2024 as a grant of restricted units with a grant date fair value equal to 35% of his total discretionary bonus. Incentive Fees. The general partners or managers of certain of our funds receive variable performance-based fees from our funds based on the applicable fund’s performance each year. Our senior professionals are generally awarded a percentage of such variable incentive fees. These variable incentive fees are determined based on the seniority of the senior professional and the role of such senior professional in the applicable fund. Our senior professionals (including our NEOs) who work on these funds collectively participate in a majority of the incentive fees payable by our funds. In addition, senior professionals (including our NEOs), who contribute to the Company as a whole, are awarded incentive fees in certain of our funds. We intend our incentive fee awards to incentivize the growth of our various operations and help align the interests of our investment and other professionals, including our NEOs, with those of our fund investors and stockholders. Messrs. Arougheti and deVeer were the only NEOs who received incentive fees in 2023. For senior professionals in certain businesses, particularly with respect to funds managed by the Credit Group, these awards are made annually but may be subject to deferral and thus result in increased fees in subsequent years. In addition, these awards are not subject to vesting and generally are forfeitable upon termination of employment. However, for each of Messrs. Arougheti and deVeer, certain of the incentive fees are structured such that, notwithstanding the NEO’s termination of employment with us, the NEO may be eligible to continue to receive distributions relating to a declining portion of the NEO’s incentive fee allocation for a period of up to twelve quarters following the NEO’s termination of employment. Incentive fees, if any, in respect of a particular fund are paid to the senior professional only when actually received by the general partner, manager or other Ares entity entitled to receive such fees and are subject to dilution. In addition, the fees in which our senior professionals are entitled to share do not include base management fees, administrative fees or other expense reimbursements received from our funds. Because our senior professionals’ entitlement to incentive fees is generally subject to the fund achieving investment performance hurdles, we believe that the interests of our senior professionals are strongly aligned with the interests of our fund investors, thus ultimately benefiting our fund investors and stockholders through our success as a whole. Carried Interest. The general partners or affiliates of certain of our funds receive a variable preferred allocation of income and gains from our funds if specified returns are achieved, which we refer to as “carried interest.” We intend our carried interest awards to incentivize successful investment performance by our funds and help align the interests of our senior professionals (including our NEOs) with those of our fund investors and stockholders. Our senior professionals (including our NEOs) who work on these funds collectively own a majority of the carried interest. The percentage of carried interest is determined based on the seniority of the senior professional and the role of such senior professional in such fund. In addition, senior professionals (including our NEOs), who contribute to the Company as a whole, are awarded carried interest in certain of our funds. Ownership of carried interest by senior professionals is generally subject to a range of vesting conditions, including continued employment and forfeiture upon occurrence of certain specified events post-termination, thus serving as an important employment retention mechanism and creating alignment with their contribution to the applicable fund. Carried interest generally vests over five years following the grant date, subject to certain acceleration events for Ares partners. Messrs. Arougheti, deVeer, Kaplan, Rosenthal, and Phillips received cash distributions attributable to carried interest in 2023. In addition, the general partners that receive allocations of carried interest generally are subject to contingent repayment obligations, under which the general partners are required to return to the applicable fund distributions from carried interest in certain situations. Our senior professionals (including our NEOs) who receive allocations of carried interest are personally subject to this contingent repayment obligation, pursuant to which they may be required to repay previous distributions. Because the amount of carried interest distributions is directly tied to the realized performance of the underlying fund, our senior professionals’ direct ownership of carried interest fosters a strong alignment of their interests with the interests of our fund investors, thus ultimately benefiting our fund investors and stockholders through our success as a whole.

  10. Elements of Compensation

    Restricted Unit Awards. We may grant equity under the 2023 Equity Incentive Plan to incentivize our NEOs’ continued employment and to align their interests with those of our fund investors and stockholders. We generally utilize restricted units with time-based vesting conditions to be settled in shares of our Class A common stock as our principal form of long-term equity compensation. At any time that the Company pays a cash dividend in respect of shares of our Class A common stock, NEOs will generally be entitled to receive a corresponding dividend equivalent payment in respect of their time-based restricted units, subject to satisfaction of the same time-based vesting conditions as the underlying restricted units. The Board engaged Korn Ferry in December 2020, to review, evaluate and provide recommendations regarding the Company’s multi-year equity grant framework for senior leadership executives across the firm. In connection with the engagement, Korn Ferry reviewed the equity grant framework in the context of internal business considerations and external market data and best practices, including comparative analyses against a peer group. Korn Ferry provided the Board with a report containing their views on vesting provisions for time-based awards, performance targets for performance-based grants, including stock price thresholds and volume weighted average share price calculation and equity dilution and burn rate compared to a peer group. After consideration of Korn Ferry’s report, the Board approved multi-year equity grants in January 2021, including performance-based equity grants. Because of the significant growth and strong performance of the Company in 2021, the vesting criteria for the performance-based equity grants were satisfied during 2021. Restricted Units - Messrs. Arougheti and deVeer. In January 2021, the Board approved the grant of 1.2 million and 800,000 restricted units to Messrs. Arougheti and deVeer, respectively, each, to be granted in equal installments over a four-year period, in order to incentivize their continued employment and to align their interests with those of our fund investors and stockholders. The grants of restricted units occurred in January of each of 2021, 2022, 2023 and 2024. The restricted units are scheduled to vest in four equal installments on January 31 of each of the second, third, fourth and fifth anniversaries of the applicable grant, generally subject to the NEO’s continued service through the applicable vesting date (subject to certain exceptions as described in greater detail below, under “Compensation of our Executive Officers—Potential Payments upon Termination or Change-in-Control”). Restricted Units - Mr. Phillips. In January 2022, the Board approved a grant of 60,000 restricted units to Mr. Phillips, be granted in equal installments over a 3-year period beginning in 2023. The first grant of 20,000 restricted units occurred in January 2023, with subsequent awards scheduled to be granted in January 2024 and January 2025, subject to Mr. Phillips’ continued service through the applicable grant date. In January 2023, the Board approved an additional grant of 10,000 restricted units to Mr. Phillips. The intent of both awards is to incentivize Mr. Phillips’ continued employment and align his interests with our fund investors and stockholders. The restricted units are scheduled to vest in four equal installments on January 31 of each of the second, third, fourth and fifth anniversaries of the applicable grant, generally subject to Mr. Phillips’ continued service through the applicable vesting date (subject to certain exceptions as described in greater detail below, under “Compensation of our Executive Officers—Potential Payments upon Termination or Change-in-Control”). Deferred Unit Awards - Mr. Phillips. We award a portion of the annual discretionary bonus to key employees (including those NEOs who receive annual discretionary bonuses) in the form of restricted units to be settled in shares of our Class A common stock. We refer to these restricted units as “Deferred Units.” Generally, Deferred Units vest in three equal installments on the first, second and third anniversaries of the date of grant, subject to continued employment. In January 2023, we granted 4,413 Deferred Units to Mr. Phillips and in January 2024 we granted 2,997 Deferred Units to Mr. Phillips, in each case, in respect of a portion of his annual discretionary bonus for the preceding calendar year. The Deferred Units will lapse and be forfeited upon termination of employment (subject to certain exceptions as described in greater detail below, under “Compensation of our Executive Officers—Potential Payments upon Termination or Change-in-Control”). We believe the period of deferral and the vesting schedule sufficiently aligns the interests of NEOs who receive discretionary bonuses with our interests, as well as the interests of our fund investors and stockholders. 2024 Incentive Fee Agreements. Upon determining the independence of Korn Ferry, as defined under the applicable section of the NYSE rules and Rule 10C-1 under the Exchange Act, we engaged Korn Ferry in December 2023, to review, evaluate and provide recommendations to the compensation committee and Board regarding proposed equity grants in connection with a reallocation of existing incentive fee allocations for Messrs. Arougheti and deVeer, and certain other senior professionals in our Credit Group. In connection with the engagement, Korn Ferry reviewed the equity grant framework in the context of internal business considerations and external market data and best practices, including comparative analyses against peer companies. Korn Ferry provided the Board with a report containing their views on the proposed reallocation of compensation, including provisions for the time-based awards, equity dilution and burn rate and value to the Company. After consideration of Korn Ferry’s report, the Board approved the Incentive Fee Agreements described below. On January 31, 2024, we entered into agreements (each, an “Incentive Fee Agreement”) with Messrs. Arougheti and deVeer to grant each of Messrs. Arougheti and deVeer 400,000 restricted units in exchange for a reduction in his respective allocations of certain incentive fees (the “Incentive Fee Allocations”) in 2024. The restricted units vest in four equal installments on June 30 of each of 2026, 2027, 2028 and 2029, generally subject to the applicable recipient’s continued service through the applicable vesting date (subject to certain exceptions as described in greater detail below, under “Compensation of our Executive Officers—Potential Payments upon Termination or Change-in-Control”). The Incentive Fee Agreements provide us with the right, but not the obligation, to further reduce the recipient’s Incentive Fee Allocations. In exchange for any such reduction that occurs in 2025, we may grant up to 250,000 restricted units for each of Messrs. Arougheti and deVeer and in exchange for any such reduction that occurs in 2026, we may grant up to 200,000 restricted units for each of Messrs. Arougheti and deVeer. If such restricted units are issued in 2025, they will vest in four equal installments on June 30 of each of 2026, 2027, 2028 and 2029, and if such restricted units are issued in 2026, they will vest in three equal installments on June 30 of each of 2027, 2028 and 2029, in each case generally subject to the applicable recipient’s continued service through the applicable vesting date. Any shares of our Class A common stock that are issued in settlement of the restricted units prior to June 30, 2029 will be subject to a lock-up restriction (the “Class A Lock-Up Restriction”), which will cease to apply to equal installments of shares of our Class A common stock on each anniversary of the applicable vesting date through June 30, 2029.

  11. Termination Payments

    Termination Payments In addition to the awards described above, Messrs. Arougheti, deVeer, and Phillips have been granted long-term equity awards that may vest upon certain qualifying terminations of employment. The effect of certain qualified terminations on our NEOs’ long-term equity awards is described in greater detail below under “Compensation of our Executive Officers—Potential Payments upon Termination or Change-in-Control.”

  12. Other Benefits

    Other Benefits 401(k) Retirement Plan. All of our NEOs are eligible to participate in our 401(k) program. We intend that participation in our 401(k) program will assist our NEOs to set aside funds for retirement in a tax efficient manner. The Ares retirement plan provides options for contributing to a traditional pre-tax 401(k), a post-tax Roth 401(k) or a combination of both, up to allowable IRS limits. In addition, we provide a discretionary match equal to 100% of the first 4% of the individual’s earnings and 50% of the next 2% of the individual’s earnings, up to a maximum match of $9,900 for 2023. The match is subject to a three-year vesting schedule, vesting 1/3 per year over the first three years of employment at Ares. Once employed for three years, 100% of any match outstanding or due to the employee is vested. Charitable Matching. We offer a charitable donation matching program to our employees, including our NEOs. As part of the program, we will match charitable contributions by employees up to $3,000 per employee per fiscal year. During 2023, two of our NEOs, Messrs. Arougheti and Phillips, utilized this program for the full $3,000 amount.

  13. Summary Compensation Table for Fiscal Year 2023

    Summary Compensation Table for Fiscal Year 2023 The following table contains information about the compensation paid to or earned by each of our NEOs during the three most recently completed fiscal years.

  14. Summary Compensation Table for Fiscal Year 2023

    | | | Salary | Bonus | Stock Awards | All Other Compensation | Total | | Name and Principal Position | Year | ($)(1) | ($)(2) | ($)(3) | ($) | ($) | | Michael J Arougheti, Co-Founder, Chief Executive Officer and President | 2023 | — | — | 13,728,000 | 16,848,590(4) | 30,576,590 | | | 2022 | — | — | 13,728,000 | 20,873,100 | 34,601,100 | | | 2021 | — | — | 53,154,000 | 17,688,896 | 70,842,896 | | R. Kipp deVeer, Director, Head of Credit Group | 2023 | — | — | 9,152,000 | 26,331,574(5) | 35,483,574 | | | 2022 | — | — | 9,152,000 | 25,321,625 | 34,473,625 | | | 2021 | — | — | 22,294,000 | 23,090,167 | 45,384,167 | | David B. Kaplan, Co-Founder | 2023 | — | — | — | 9,876,096(6) | 9,876,096 | | | 2022 | — | — | — | 8,562,353 | 8,562,353 | | | 2021 | — | — | — | 22,779,937 | 22,779,937 | | Bennett Rosenthal, Co-Founder and Chairman of Private Equity Group | 2023 | — | — | — | 9,911,244(6) | 9,911,244 | | | 2022 | — | — | — | 8,562,353 | 8,562,353 | | | 2021 | — | — | — | 22,779,937 | 22,779,937 | | Jarrod Phillips, Chief Financial Officer | 2023 | 750,000 | 650,000 | 2,295,000 | 47,370(7) | 3,742,370 | | | 2022 | 750,000 | 685,000 | 959,073 | 53,014 | 2,447,087 | | | 2021 | 750,000 | 525,000 | 2,073,259 | 10,700 | 3,358,959 |

  15. Summary Compensation Table for Fiscal Year 2023

    (1)In 2023, 2022 and 2021, we did not make base salary payments to Messrs. Arougheti, deVeer, Kaplan or Rosenthal. (2)Represents the cash portion of the discretionary annual bonus in respect of the applicable fiscal year. As further described in “—Compensation Discussion and Analysis—Annual Cash Discretionary Bonus Payments”, Mr. Phillips received 35% of his 2023 discretionary annual bonus in restricted units granted in January 2024, which is not included in these amounts. (3)Represents the grant date fair value of restricted units in respect of shares of our Class A common stock computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). See Note 13 to our Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 27, 2024. (4)Includes actual cash distributions attributable to carried interest allocations of $2,257,947 and incentive fee payments of $14,577,744, $9,900 in matching contributions under our 401(k) plan, and $3,000 in matching contributions under our charitable donation matching program. (5)Includes actual cash distributions attributable to carried interest allocations of $3,045,001 and incentive fee payments of $23,276,673 and $9,900 in matching contributions under our 401(k) plan. (6)Includes actual cash distributions attributable to carried interest allocations of $9,876,096 and $9,911,244, as applicable. (7)Includes $34,470 in actual cash distributions attributable to carried interest allocations, $9,900 in matching contributions under our 401(k) plan, and $3,000 in matching contributions under our charitable donation matching program.

  16. Grants of Plan-Based Awards for Fiscal Year 2023

    Grants of Plan-Based Awards for Fiscal Year 2023 The following table contains information about each grant of an award made to our NEOs in 2023 under any plan, including awards that subsequently have been transferred.

  17. Grants of Plan-Based Awards for Fiscal Year 2023

    | Name | Grant Date(1) | Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock Awards(2) ($) | | Michael J Arougheti | 1/31/2023 | 300,000(3) | 13,728,000 | | R. Kipp deVeer | 1/31/2023 | 200,000(3) | 9,152,000 | | Jarrod Phillips | 1/20/2023 | 4,413(4) | 335,079 | | | 1/31/2023 | 10,000(3) | 811,800 | | | 1/31/2023 | 20,000(3) | 1,483,200 |

  18. Grants of Plan-Based Awards for Fiscal Year 2023

    (1)For information regarding the timing and vesting of restricted unit grants, see “—Elements of Compensation—Long-Term Equity Compensation.” (2)Represents the grant date fair value of restricted units computed in accordance with FASB ASC Topic 718. See Note 13 to our Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 27, 2024. (3)Represents restricted units granted under our 2014 Equity Incentive Plan to be settled in shares of our Class A common stock upon vesting. The restricted units generally vest in four equal installments on each of January 31, 2025, 2026, 2027 and 2028, generally subject to continued employment and earlier vesting upon the occurrence of specified events. See “Compensation of our Executive Officers—Potential Payments upon Termination or Change-in-Control.” (4)Represents restricted units granted under our 2014 Equity Incentive Plan to be settled in shares of our Class A common stock, awarded to Mr. Phillips as a portion of his annual discretionary bonus. The restricted units generally vest in three equal installments on each of January 20, 2024, 2025 and 2026, subject to continued employment and earlier vesting upon the occurrence of specified events. See “Compensation of our Executive Officers—Potential Payments upon Termination or Change-in-Control.”

  19. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards

  20. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023 The following table contains information concerning unvested equity awards outstanding for each NEO as of December 31, 2023.

  21. Outstanding Equity Awards at Fiscal Year-End 2023

    | | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Yet Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Michael J Arougheti | 825,000(2) (3) (4) | 98,109,000 | | R. Kipp deVeer | 625,000(5) (6) (7) (8) (9) | 74,325,000 | | David B. Kaplan | | — | | Bennett Rosenthal | | — | | Jarrod Phillips | 79,914(10) (11) (12) (13) (14) (15) (16) (17) (18) (19) | 9,503,373 |

  22. Outstanding Equity Awards at Fiscal Year-End 2023

    (1)The dollar amounts shown under these columns were calculated by multiplying the number of unvested restricted units held by the NEO by the closing price of $118.92 per share of our Class A common stock on December 29, 2023, the last trading day of 2023. (2)300,000 restricted units were granted on January 21, 2021 and vest in equal installments on each of January 31, 2023, January 31, 2024, January 31, 2025 and January 31, 2026, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2023, 75,000 of these restricted units have vested. (3)300,000 restricted units were granted on January 31, 2022 and vest in equal installments on each of January 31, 2024, January 31, 2025, January 31, 2026 and January 31, 2027, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2023, none of these restricted units have vested. (4)300,000 restricted units were granted on January 31, 2023 and vest in equal installments on each of January 31, 2025, January 31, 2026, January 31, 2027 and January 31, 2028, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2023, none of these restricted units have vested. (5)100,000 restricted units were granted on January 31, 2019 and vest in equal installments on each of January 31, 2021, January 31, 2022, January 31, 2023 and January 31, 2024, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2023, 75,000 of these restricted units have vested. (6)100,000 restricted units were granted on January 31, 2020 and vest in equal installments on each of January 31, 2022, January 31, 2023, January 31, 2024 and January 31, 2025, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2023, 50,000 of these restricted units have vested. (7)200,000 restricted units were granted on January 22, 2021 and vest in equal installments on each of January 31, 2023, January 31, 2024, January 31, 2025 and January 31, 2026, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2023, 50,000 of these restricted units have vested. (8)200,000 restricted units were granted on January 31, 2022 and vest in equal installments on each of January 31, 2024, January 31, 2025, January 31, 2026 and January 31, 2027, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2023, none of these restricted units have vested. (9)200,000 restricted units were granted on January 31, 2023 and vest in equal installments on each of January 31, 2025, January 31, 2026, January 31, 2027 and January 31, 2028, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2023, none of these restricted units have vested. (10)10,000 restricted units were granted on January 31, 2019 and vest in equal installments on each of January 31, 2021, January 31, 2022, January 31, 2023, and January 31, 2024, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2023, 7,500 of these restricted units have vested. (11)15,000 restricted units were granted on January 31, 2020 and vest in equal installments on each of January 31, 2022, January 31, 2023, January 31, 2024, and January 31, 2025, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2023, 7,500 of these restricted units have vested. (12)3,185 restricted units were granted on January 20, 2021 and vest in equal installments on each of January 20, 2022, January 20, 2023, and January 20, 2024, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2023, 2,122 of these restricted units have vested. (13)10,000 restricted units were granted on January 31, 2021 and vest in equal installments on each of January 31, 2023, January 31, 2024, January 31, 2025, and January 31, 2026, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2023, 2,500 of these restricted units have vested. (14)20,000 restricted units were granted on August 9, 2021 and vest in equal installments on each of July 1, 2023, July 1, 2024, July 1, 2025, and July 1, 2026, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2023, 5,000 of these restricted units have vested. (15)2,907 restricted units were granted on January 20, 2022 and vest in equal installments on each of January 20, 2023, January 20, 2024, and January 20, 2025, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2023, 969 of these restricted units have vested. (16)10,000 restricted units were granted on January 31, 2022 and vest in equal installments on each of January 31, 2024, January 31, 2025, January 31, 2026, and January 31, 2027, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2023, none of these restricted units have vested. (17)4,413 restricted units were granted on January 20, 2023 and vest in equal installments on each of January 20, 2024, January 20, 2025, and January 20, 2026, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2023, none of these restricted units have vested. (18)10,000 restricted units were granted on January 31, 2023 and vest in equal installments on each of January 31, 2025, January 31, 2026, January 31, 2027, and January 31, 2028, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2023, none of these restricted units have vested. (19)20,000 restricted units were granted on January 31, 2023 and vest in equal installments on each of January 31, 2025, January 31, 2026, January 31, 2027, and January 31, 2028, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2023, none of these restricted units have vested.

  23. Option Exercises and Stock Vested for Fiscal Year 2023

    Option Exercises and Stock Vested for Fiscal Year 2023 The following table provides information regarding the vesting of stock awards during the fiscal year ended December 31, 2023 with respect to our NEOs:

  24. Option Exercises and Stock Vested for Fiscal Year 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($)(1) | | Michael J Arougheti | — | — | 241,666 | 17,630,871 | | R. Kipp deVeer | 84,546 | 6,721,407(2) | 100,557 | 8,342,797 | | David B. Kaplan | — | — | — | — | | Bennett Rosenthal | — | — | — | — | | Jarrod Phillips | — | — | 20,243 | 1,734,807 |

  25. Option Exercises and Stock Vested for Fiscal Year 2023

    (1)The Value Realized on Vesting column reflects the aggregate value realized with respect to all restricted units that vested during fiscal year 2023. The value realized in connection with each vesting of shares of restricted units is calculated as the number of restricted units multiplied by the closing price of our Class A common stock on the vesting date. The value realized amounts are calculated in accordance with the rules and regulations of the SEC and may not reflect the amounts ultimately realized by the applicable NEO. (2)The Value Realized on Exercise column reflects the value realized upon Mr. deVeer’s exercise of 84,546 stock options on August 22, 2023. The value realized in connection with such exercise is calculated as the number of options exercised multiplied by the difference between the closing price of our Class A common stock on the exercise date less the applicable exercise price. The value realized amounts are calculated in accordance with the rules and regulations of the SEC and may not reflect the amounts ultimately realized by Mr. deVeer.

  26. Potential Payments upon Termination or Change-in-Control

    Potential Payments upon Termination or Change-in-Control Other than as set forth below, our NEOs are not entitled to any additional payments or benefits upon termination of employment, upon a change in control or upon retirement, death or disability. As discussed in greater detail below, for certain of our NEOs, certain of their carried interest awards and other long-term equity awards will accelerate upon termination of such NEO’s services to us without cause or by reason of death or disability of such NEO.

  27. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the Company. For more information about our executive compensation program, please refer to the “Compensation Discussion and Analysis” section above.

  28. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income(7) | Fee Related Earnings(8) | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($ in thousands) | ($ in thousands) | | 2023 | 30,576,590 | 82,658,840 | 14,837,091 | 25,794,195 | 278 | 135 | 474,326 | 1,163,741 | | 2022 | 34,601,100 | 37,288,439 | 13,511,355 | 13,746,133 | 155 | 110 | 167,541 | 994,350 | | 2021 | 70,842,896 | 135,601,181 | 23,162,854 | 25,070,250 | 178 | 141 | 386,748 | 712,308 | | 2020 | 7,303,953 | 21,737,279 | 41,384,164 | 43,239,871 | 138 | 115 | 130,442 | 431,231 |

  29. Pay Versus Performance

    __________________________________ (1) The dollar amounts reported in this column are the amounts of total compensation reported for our Chief Executive Officer (the “PEO”) for each corresponding year, as reported in the “Total” column of the Summary Compensation Table. The name of the PEO of the Company reflected in these columns for each of the applicable fiscal years is Michael J Arougheti. (2) “Compensation Actually Paid to PEO” has been calculated in accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K and does not reflect compensation actually earned, realized or received. When calculating “Compensation Actually Paid to PEO”, the following adjustments were made to the amounts reported for Mr. Arougheti in the Summary Compensation Table. In calculating “Compensation Actually Paid”, the fair value or change in fair value, as applicable, of the equity award adjustments included in each such calculation was computed in accordance with FASB ASC Topic 718. Importantly, the dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Arougheti during the applicable year. “Compensation Actually Paid” for Mr. Arougheti includes performance equity awards with market conditions that have fully vested during the periods presented. Those performance equity awards with market conditions are presented as if the market conditions were met on the respective grant dates, with corresponding changes in fair value between the grant dates and vesting dates included within “Compensation Actually Paid to PEO”.

  30. Pay Versus Performance

    | | 2023 | 2022 | 2021 | 2020 | | Description | ($) | ($) | ($) | ($) | | Reported Summary Compensation Total for PEO | 30,576,590 | 34,601,100 | 70,842,896 | 7,303,953 | | Change in Pension Value Deduction for PEO(a) | — | — | — | — | | Pension Service Cost Addition for PEO(a) | — | — | — | — | | Prior Pension Service Cost Addition for PEO(a) | — | — | — | — | | Reported Stock Awards Deduction for PEO(b) | (13,728,000) | (13,728,000) | (53,154,000) | — | | Equity Award Adjustments for PEO(c) | 65,810,250 | 16,415,339 | 117,912,285 | 14,433,326 | | Compensation Actually Paid to PEO | 82,658,840 | 37,288,439 | 135,601,181 | 21,737,279 |

  31. Pay Versus Performance

    (a) The Company has no pension plans. (b) Total grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. (c) For each covered year, the amounts added or deducted in calculated equity award adjustments include:

  32. Pay Versus Performance

    | | Add Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year for PEO | Add Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards for PEO | Add Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year for PEO | Add Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year for PEO | Subtract Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year for PEO | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation for PEO | Total Equity Award Adjustments for PEO | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | 35,676,000 | 26,502,000 | — | 1,091,250 | — | 2,541,000 | 65,810,250 | | 2022 | 20,532,000 | (5,987,325) | — | — | — | 1,870,664 | 16,415,339 | | 2021 | 24,381,000 | 11,406,621 | 80,934,000 | — | — | 1,190,664 | 117,912,285 | | 2020 | — | 5,679,989 | — | 7,953,337 | — | 800,000 | 14,433,326 |

  33. Pay Versus Performance

    (3) The dollar amounts reported in this column represent the average of the total amounts reported for our non-PEO named executive officers (the “Other NEOs”) for each corresponding year in the “Total” column of the Summary Compensation Table. For fiscal year 2022 and 2023, our Other NEOs included R. Kipp deVeer, David B. Kaplan, Bennett Rosenthal and Jarrod Phillips. For fiscal year 2021 our Other NEOs included R. Kipp deVeer, David B. Kaplan, Bennett Rosenthal, Jarrod Phillips and Michael R. McFerran. For fiscal year 2020 our Other NEOs were Antony P. Ressler, David B. Kaplan, Bennett Rosenthal and Michael R. McFerran. (4) “Average Compensation Actually Paid to Non-PEO NEOs” has been calculated in accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K and does not reflect compensation actually earned, realized or received. When calculating the “Average Compensation Actually Paid to non-PEO NEOs”, the following adjustments were made to the amounts reported in the Summary Compensation Table. In calculating “Average Compensation Actually Paid to Non-PEO NEOs”, the fair value or change in fair value, as applicable, of the equity award adjustments included in each such calculation was computed in accordance with FASB ASC Topic 718. Importantly, the dollar amounts do not reflect the actual amount of compensation earned by or paid to our Other NEOs as a group during the applicable year.

  34. Pay Versus Performance

    | | 2023 | 2022 | 2021 | 2020 | | Description | ($) | ($) | ($) | ($) | | Average Reported Summary Compensation Total for Other NEOs | 14,837,091 | 13,511,355 | 23,162,854 | 41,384,164 | | Average Change in Pension Value Deduction for Other NEOs(a) | — | — | — | — | | Average Pension Service Cost Addition for Other NEOs(a) | — | — | — | — | | Average Prior Pension Service Cost Addition for Other NEOs(a) | — | — | — | — | | Average Reported Stock Awards Deduction for Other NEOs(b) | (2,945,520) | (2,527,768) | (8,947,999) | (1,497,989) | | Average Equity Award Adjustments for Other NEOs(c) | 13,902,624 | 2,762,546 | 10,855,395 | 3,353,696 | | Average Compensation Actually Paid to Other NEOs | 25,794,195 | 13,746,133 | 25,070,250 | 43,239,871 |

  35. Pay Versus Performance

    ___________________________________ (a) The Company has no pension plans. (b) Average total grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. The Other NEOs did not receive option awards in the years shown. (c) For each covered year, the amounts added or deducted in calculated equity award adjustments include:

  36. Pay Versus Performance

    | | Add Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year for Other NEOs | Add Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards for Other NEOs | Add Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year for Other NEOs | Add Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year for Other NEOs | Subtract Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year for Other NEOs | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation for Other NEOs | Total Equity Award Adjustments for Other NEOs | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | 6,969,098 | 5,937,723 | — | 451,094 | — | 544,709 | 13,902,624 | | 2022 | 3,642,839 | (1,211,912) | — | (29,074) | — | 360,693 | 2,762,546 | | 2021 | 5,618,764 | 2,706,186 | 8,078,500 | 585,891 | (6,542,651) | 408,705 | 10,855,395 | | 2020 | 1,603,052 | 1,731,738 | — | (263,798) | — | 282,704 | 3,353,696 |

  37. Pay Versus Performance

    (5) The total shareholder return as calculated based on a fixed investment of one hundred ($100) dollars measured from the market closed on December 31, 2019 (the last trading day of 2019) through and including the end of the fiscal year for each year reported in the table. (6) Total shareholder return for our peer group is the U.S. Dow Jones U.S. Asset Managers Index (the “Peer Group”), which we also use for purposes of the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. (7) Represents the amount of net income reflected in the Company’s audited Generally Accepted Accounting Principles (“GAAP”) financial statements for each applicable fiscal year. (8) Our company-selected measure is Fee Related Earnings (“FRE”). FRE, a non-GAAP measure, is used to assess core operating performance by determining whether recurring revenue, primarily consisting of management fees and fee related performance revenues, is sufficient to cover operating expenses and to generate profits. FRE differs from income before taxes computed in accordance with GAAP as FRE excludes net performance income, investment income from our funds and certain other items that we believe are not indicative of our core operating performance. Fee related performance revenues, together with fee related performance compensation, is presented within FRE because it represents incentive fees from perpetual capital vehicles that are measured and received on a recurring basis and are not dependent on realization events from the underlying investments. FRE is further described in our Annual Report on Form 10-K, including a reconciliation of non-GAAP measures to the corresponding GAAP measure within “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Segment Analysis—Non-GAAP Financial Measures—Fee Related Earnings.”

  38. Pay versus Performance Comparative Disclosure

    Pay versus Performance Comparative Disclosure As described in more detail in the section titled “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the table above. Further, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with “Compensation Actually Paid” for a particular year (as computed in accordance with Item 402(v) of Regulation S-K). In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between the information presented in the table above. Compensation Actually Paid and Total Shareholder Return (“TSR”) As demonstrated by the table above, the amount of ‘compensation actually paid’ to the PEO and the average amount of ‘compensation actually paid’ to the non-PEO Named Executive Officers is generally aligned with the Company’s TSR over the four year period presented in the table. While the Company does not use TSR as a performance measure in its overall executive compensation program, the measure of TSR is correlated with the performance of the Company which is consistent with the objective of aligning NEO compensation with the interests of our stockholders. Compensation Actually Paid and Net Income As demonstrated by the table above, the amount of ‘compensation actually paid’ to the PEO and the average amount of ‘compensation actually paid’ to the non-PEO NEOs is generally aligned with the Company’s net income over the four year period presented in the table. While the Company does not use net income as a performance measure in its overall executive compensation program, the measure of net income is correlated with the performance of the Company which is consistent with the objective of aligning NEO compensation with the interests of our stockholders. Compensation Actually Paid and Fee Related Earnings As demonstrated by the table above, the fee related earnings steadily increased over the four year reporting period, while the amount of ‘compensation actually paid’ to the PEO and the average amount of ‘compensation actually paid’ to the non-PEO Named Executive Officers fluctuated over the four year period. As described in “Compensation Discussion and Analysis” our compensation program takes into account various factors, including FRE which is correlated with the performance of the Company, in order to create alignment between the interests of our NEOs and fund investors and stockholders, which impacted the amount of ‘compensation actually paid’ as required to be calculated in accordance with Item 402(v) of Regulation S-K. Company TSR and Peer Group TSR The Company’s TSR from the beginning to the end of the period presented in the table outperformed the Company’s peer group TSR over the period presented in the table.

  39. Pay versus Performance Tabular List of Most Important Performance Measures

    Pay versus Performance Tabular List of Most Important Performance Measures The following provides a list of the performance measures that we believe are the most important performance measures used to link compensation actually paid to company performance. We are providing this list in accordance with Item 402(v) of Regulation S-K to provide information on performance measures used to determine NEO compensation.

  40. Pay versus Performance Tabular List of Most Important Performance Measures

    | Most Important Performance Measures | | Fee Related Earnings | | After-tax Realized Income per share of Class A and non-voting common stock | | Assets Under Management | | Fund performance |

  41. Pay versus Performance Tabular List of Most Important Performance Measures

    For a reconciliation of these non-GAAP measures to the corresponding GAAP measures, please see “Annex A: Reconciliation of Non-GAAP Measures.”

  42. PAY RATIO

    PAY RATIO As a result of the rules adopted by the SEC under the Dodd-Frank Act, we are required to disclose the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee, using certain permitted methodologies. To determine our CEO pay ratio and our median employee, we took the following steps: •We identified our median employee utilizing data as of December 31, 2023 (the “Determination Date”) by examining the total amount of compensation as reflected in our payroll records and as reported to the Internal Revenue Service on Form W-2 and Schedule K-1 for 2023 (“total compensation”) for all individuals, excluding our CEO, who were employed by us on the Determination Date. Total compensation includes salary, wages, distributions on carried interest and incentive fees, and income from unvested restricted units (including vesting thereof and distributions on such restricted units). We included all employees, whether employed on a full-time, part-time, seasonal or temporary basis. •We did not make any material assumptions, adjustments, or estimates with respect to total compensation. We annualized the compensation for all employees hired during 2023, including as a result of acquisitions. •We included non-U.S. employees by converting their total compensation to U.S. Dollars from the applicable local currency using the 10-month average exchange rate from January 1, 2023 through October 31, 2023. •We believe the use of total compensation for all employees is a consistently applied compensation measure because the SEC released guidance providing that compensation determined based on the Company’s tax and/or payroll records is an appropriate consistently applied compensation measure. •After identifying the median employee based on total compensation, we calculated annual total compensation for that employee using the same methodology we used for our NEOs as set forth in the Summary Compensation Table in this proxy statement. The annual total compensation of our median employee for 2023 was $235,000. •The annual total compensation of our CEO for 2023 was $30,576,590. Our pay ratio may not be comparable to the CEO pay ratios presented by other companies. We believe our methodology most accurately reflects the incentives provided to our executives and employees in their roles at the Company. Based on the methodology described above, for 2023, the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee (other than our CEO) is 130:1 .

  43. COMPENSATION OF OUR DIRECTORS

    COMPENSATION OF OUR DIRECTORS Each of our independent directors receives an annual retainer of $300,000, which may be payable in cash and equity, for the actual service period. An additional annual cash retainer of $40,000 is payable annually to the chair of our audit committee, an additional annual cash retainer of $25,000 is payable annually to each other member of our audit committee, and an additional annual cash retainer of $15,000 is payable annually to each non-executive director member of our nominating and governance committee. For the 2023 annual retainer, each independent director received an equity grant pursuant to the 2023 Equity Incentive Plan of 1,732 restricted units, each of which represents the right to receive one share of our Class A common stock upon vesting. The restrictions on such units are scheduled to lapse on the first anniversary of the grant date. We also reimburse independent directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including travel expenses in connection with their attendance in-person at Board and committee meetings. Directors who are employees of or provide services to (other than as a director) any entity related to Ares Management Corporation did not receive any compensation for their services as directors. We also offer independent directors the opportunity to direct a contribution of up to $15,000 per fiscal year from the Company to charitable organization(s) of their choice. The Board periodically reviews the compensation of the independent directors in order to ensure the appropriateness of the compensation program.

  44. Directors’ Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Paul G. Joubert | 170,000 | 174,222 | — | 344,222 | | Antoinette Bush | 170,000 | 174,222 | — | 344,222 | | Eileen Naughton | 130,000 | 174,222 | 15,000(2) | 319,222 | | Michael Lynton | 130,000 | 174,222 | 115,000(2) (3) | 419,222 | | Dr. Judy D. Olian | 170,000 | 174,222 | 15,000(2) | 359,222 | | Ashish Bhutani | 130,000 | 174,222 | 15,000(2) | 319,222 | | Antony P. Ressler(4) | — | — | — | — |