DEF 14A of Ares Management Corp, Apr 21, 2026

DEF 14A of Ares Management Corp

Filed Apr 21, 2026 · FY20250001628280-26-026286

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 2027 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 (together, 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. Our independent directors are highly educated professionals with a broad range of experience in business and management across different industries, including asset management, finance and accounting, telecommunications, cybersecurity, consumer products and education. Our non-independent directors are highly educated professionals with extensive experience within the global investment management industry. Set forth below is information concerning our directors as of April 21, 2026, 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 | 53 | Director (Class II Director) since March 2014, Co-Founder and Chief Executive Officer | | Ashish Bhutani | 65 | Director (Class II Director) since January 2023* | | Antoinette Bush | 69 | Director (Class II Director) since January 2019* | | R. Kipp deVeer | 53 | Director (Class II Director) since February 2020, Co-President | | Paul G. Joubert | 78 | Director (Class II Director) since May 2014* | | David B. Kaplan | 58 | Director (Class II Director) since March 2014 and Co-Founder | | Michael Lynton | 66 | Director (Class II Director) since May 2014* | | Eileen Naughton | 68 | Director (Class II Director) since December 2021* | | Dr. Judy D. Olian | 74 | Director (Class II Director) since May 2014* | | Antony P. Ressler | 65 | Director (Class I Director) since March 2014, Executive Chairman and Co-Founder | | Bennett Rosenthal | 62 | 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 NYSE corporate governance listing requirements. Nominees for Class II Directors (Current term expiring at this 2026 Annual Meeting of Stockholders; Nominated for a one-year term expiring at the 2027 Annual Meeting of Stockholders) Non-Independent Directors Michael J Arougheti. Mr. Arougheti is a Co-Founder, the Chief Executive Officer and a Director of Ares Management Corporation. He is a member of the Ares Operating Committee, the Ares Enterprise Risk Committee and is Co-Chairman of the board of directors of the Ares Charitable Foundation. He additionally serves as a Director and Executive Vice President of Ares Capital Corporation. From April 2021 to September 2025, Mr. Arougheti served as Co-Chairman of the board of directors of Ares Acquisition Corporation II and from January 2021 to November 2023, he served as Co-Chairman of the board of directors of Ares Acquisition Corporation. From 2011 to 2024, Mr. Arougheti served as Director of Ares Commercial Real Estate Corporation. Mr. Arougheti also is a member of the Ares Credit Group’s Pathfinder Investment Committee, the Ares Equity Income Opportunity Strategy Portfolio Review Committee and the Ares Sports, Media and Entertainment Investment Committee. He may from time to time serve as an officer, director or principal of other entities affiliated with Ares Management or investment funds managed by Ares Management and its affiliates. Prior to joining Ares in 2004, Mr. Arougheti was employed by Royal Bank of Canada (“RBC”), 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 and on the board of trustees of NewYork-Presbyterian Hospital. 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, Partner and, since February 2025, Co-President of Ares Management Corporation. He is Co-Chair of the Ares Operating Committee and is a member of several Ares Investment Committees. Mr. deVeer also serves as a Director and Executive Vice President of Ares Capital Corporation and previously served as the Chief Executive Officer of Ares Capital Corporation from July 2014 to April 2025. He is a Trustee and the Chairman of the board of trustees of Ares Strategic Income Fund. From July 2014 to February 2025, Mr. deVeer served as the Head of the Ares Credit Group. He may from time to time serve as an officer, director or principal of other entities affiliated with Ares Management or investment funds managed by Ares Management and its affiliates. Prior to joining Ares in 2004, Mr. deVeer was a partner at RBC Capital Partners, a division of RBC, 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 a Vice President in the Merchant Banking Group. Mr. deVeer began his career at J.P. Morgan and Co., working in both the Special Investment Group of J.P. Morgan Investment Management, Inc. and, prior to that, in the Investment Banking Division of J.P. Morgan Securities Inc. Mr. deVeer serves on the Boston College board of regents and the board of advisors of the Yale Jackson School of Global Affairs. 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 capital markets, together with his experience in 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 serves on several Ares Investment Committees including, among others, the Ares Private Equity Group’s Corporate Opportunities, Energy Opportunities and Extended Value Investment Committees. Additionally, Mr. Kaplan served as the Chief Executive Officer and Co-Chairman of the board of directors of Ares Acquisition Corporation II from April 2021 to September 2025 and from January 2021 to November 2023, he served as Co-Chairman of the board of directors of Ares Acquisition Corporation. 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 LuxExperience B.V., (f/k/a MYT Netherlands Parent B.V.). Mr. Kaplan also serves as a member of the board 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 Stores, Inc. and Allied Waste Industries Inc. Mr. Kaplan also currently serves as Chairman of the board of directors of Cedars-Sinai Medical Center and is on the board of trustees at the Los Angeles County Museum of Art (LACMA). Mr. Kaplan sits on the President’s Advisory Group of the University of Michigan, where he graduated with High Distinction, Beta Gamma Sigma, 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.

  6. The Nominees

    Bennett Rosenthal. Mr. Rosenthal is a Co-Founder, Director and Partner of Ares Management Corporation and Chairman of the Ares Private Equity Group. Mr. Rosenthal previously served as the Co-Chairman of the board of directors of Ares Capital Corporation and is the Chairman Emeritus of Ares Capital Corporation. 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, the Ares Specialty Healthcare 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 of City Ventures, LLC and 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., Nortek, Inc., Serta/Simmons, the parent entities of National Veterinary Associates, Inc., The AZEK Company Inc., and other private companies. Additionally, Mr. Rosenthal is the Lead Managing Owner and a Director of the Los Angeles Football Club. Mr. Rosenthal also currently serves as Chair of the Graduate Executive Board at The Wharton School of the University of Pennsylvania. Mr. Rosenthal holds a B.S., summa cum laude, in Economics and an M.B.A., with distinction, from the University of Pennsylvania’s Wharton School of Business. 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. 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. Mr. Joubert previously served on the board of directors and audit committees of Phaseforward, Inc., Stream Global Services Inc. and Ares Commercial Real Estate Corporation. He previously was a management consultant at EdgeAdvisors and a Venture Partner at Converge Venture Partners. He has also been involved with a number of professional organizations and other institutions, including the AICPA, 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.S. 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 has served as the Chairman of Snap Inc. since September 2016, and has served as Chairman of Warner Music Group and Schrödinger, Inc. since 2019. Mr. Lynton also serves as an advisor to 25madison, a venture capital firm. Mr. Lynton also serves on the board of regents of the Smithsonian and a member of the board of trustees of the Rand Corporation, and he previously served as the Tate’s media business trustee from May 2017 until May 2021. 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’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 and management experience, including in the telecommunications industry and with international business activities, position him well to serve on the Board. Dr. Judy D. Olian. Dr. Olian is a Director of Ares Management Corporation. Since July 2025, Dr. Olian has served as the President Emerita of Quinnipiac University after serving as its President from 2018 to 2025. 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 on the boards of directors of United Therapeutics Corporation and Mattel Corporation. In the not-for-profit sector, Dr. Olian serves on the boards of directors of Hartford Healthcare, the Knight Commission for Collegiate Athletics and the Wisconsin Alumni Research Foundation, and as the co-chair of AdvanceCT, charged by the Governor of Connecticut to attract and retain businesses in the State. Dr. Olian previously chaired or served on the boards of directors of various non-profit organizations in the U.S. and globally. Born and raised in Australia, 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 and corporate governance, in addition to her academic expertise and service on various advisory boards and public company boards, position her well to serve on the Board.

  7. The Nominees

    Antoinette Bush. Ms. Bush is a Director of Ares Management Corporation. From 2022 to 2023, Ms. Bush served as a Senior Advisor to News Corp and from 2013 to 2022 as the Executive Vice President and Global Head of Government Affairs. 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’s experience includes serving as Executive Vice President of Northpoint Technology Ltd, where she led legal and regulatory strategy, and as Senior Counsel to the Communications Subcommittee of the U.S. Senate Committee on Commerce, Science, and Transportation. Ms. Bush serves on a number of non-profit boards, including chairing the board of directors of The HistoryMakers and serving on the Smithsonian Institution’s board of regents, the My Brother’s Keeper Alliance Advisory Council, the board of directors of The J. Anthony Lukas Prize Project Awards by Columbia Journalism School and Niemen Foundation and the Children’s National Hospital. Ms. Bush additionally serves on the boards of directors of Ubicquia LLC and TIC Solutions, Inc. (f/k/a Acuren Corporation), and previously served on the board of directors of Radius Global Infrastructure, Inc. (f/k/a Digital Landscape Group, Inc.). 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. 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., and The Center for Discovery, and she previously served on the boards of directors of L’Oréal, Indigo Books & Music, 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 corporate strategy and business development, people management, technology, cybersecurity and global business operations, in addition to her service on various public company boards, 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 the Founder and President of 1989 Holdings Management Corp. Previously, Mr. Bhutani was the Chief Executive Officer of Lazard Asset Management (“LAM”), from 2004 through 2022. He also served on the board of directors of Lazard Ltd, LAM’s parent company, from 2010 through 2022. Mr. Bhutani was the Chairman of LAM and Vice Chairman of Lazard Ltd until December 31, 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. He was 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 and extensive experience in management, financial services and the global asset management industry position him well to serve on the Board. Nominee for Class I Director (Current term expiring at this 2026 Annual Meeting of Stockholders; Nominated for a one-year term expiring at the 2027 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. 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 Credit 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). In the public education sector, Mr. Ressler is a Founder and former Chairman of the Alliance for College Ready Public Schools. Mr. Ressler 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 and his extensive experience in the financial industry 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 2025, management engaged Korn Ferry to review, evaluate and provide recommendations regarding the compensation of the Company’s independent directors. Additionally, in 2025, 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 2025 in connection with such employment, compensation and benefits services provided to the Company and its subsidiaries were $635,380, comprising of $76,380 for matters related to the compensation of executives and directors and $559,000 for matters unrelated to the compensation of executives and directors, such as employee recruitment. 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 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 2025, Messrs. Jacobson, Phillips and Berry and Ms. Sagati Aghili were the only NEOs who received an annual base salary. Mr. Jacobson’s 2025 annual base salary was $472,710. Mr. Phillips’ 2025 annual base salary was $750,000. Mr. Berry’s 2025 annual base salary was $1,000,000. Ms. Sagati Aghili’s 2025 annual base salary was $750,000. We intend the annual base salary of each of Messrs. Jacobson, Phillips and Berry and Ms. Sagati Aghili to reflect their position, duties and responsibilities as our Co-President, Chief Financial Officer, Chief Marketing and Strategy Officer and General Counsel and Corporate Secretary, respectively, as well as recognize their 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 Discretionary Bonus Payments. In 2025, Mr. Phillips and Ms. Sagati Aghili were the only NEOs who received an annual discretionary bonus. Mr. Phillips’ 2025 annual discretionary bonus was $1,250,000. Ms. Sagati Aghili’s 2025 annual discretionary bonus was $1,250,000. Such 2025 annual discretionary bonuses were paid to each of Mr. Phillips and Ms. Sagati Aghili 63% in cash in December 2025 and the balance in January 2026 as a grant of restricted units with a grant date fair value equal to 37% of the total discretionary bonus. 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 global corporate 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. Ms. Sagati Aghili’s total discretionary bonus recognizes Ms. Sagati Aghili’s role as our General Counsel and Corporate Secretary and her individual contribution to our overall goals and performance. We intend the discretionary bonus payment to reward Ms. Sagati Aghili for assisting us to achieve our annual goals, both for the Company as a whole and in her respective area of responsibility, including firm-wide global legal and compliance initiatives. Factors that were included in determining the size of the bonus payment include Ms. Sagati Aghili’s accomplishments in driving our results, her leadership and management of her 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 Ms. Sagati Aghili. The restricted units granted to Mr. Phillips and Ms. Sagati Aghili in respect of their total discretionary bonuses are “Deferred Unit Awards” as described in greater detail below, under “Deferred Unit Awards.” 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, deVeer, Jacobson, Phillips and Berry and Ms. Sagati Aghili received incentive fees in 2025. 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.

  10. Elements of Compensation

    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, Jacobson, Phillips and Berry and Ms. Sagati Aghili received cash distributions attributable to carried interest in 2025. 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. 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. Generally, restricted units are scheduled to vest in four equal installments on each of the second, third, fourth and fifth anniversaries of the applicable grant date, subject to 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”). 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, and 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 Incentive Fee Agreements provide us with the right, but not the obligation, to further reduce the recipient’s Incentive Fee Allocations for each of Messrs. Arougheti and deVeer in exchange for additional grants of restricted units as more particularly described in our Current Report on Form 8-K filed with the SEC on February 2, 2024. In January 2025 we granted 250,000 restricted units and in January 2026 we granted 200,000 restricted units to each of Messrs. Arougheti and deVeer pursuant to the Incentive Fee Agreements. Generally, restricted units granted pursuant to the Incentive Fee Agreement vest in four equal installments on June 30 of each of the second, third, fourth and fifth anniversaries of the applicable grant and are 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”). 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. Restricted Units - Messrs. Jacobson and Berry and Ms. Sagati Aghili. In January 2025, the Board approved the grant of 170,000, 40,000 and 25,000 restricted units to Messrs. Jacobson and Berry and Ms. Sagati Aghili respectively, in order to incentivize their continued employment and to align their interests with those of 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. 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 granted in January 2024 and January 2025, subject to Mr. Phillips’ continued service through the applicable grant date. In January 2025, the Board approved an additional grant of 50,000 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.

  11. Termination Payments

    Termination Payments In addition to the awards described above, Messrs. Arougheti, deVeer, Jacobson, Phillips and Berry and Ms. Sagati Aghili 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 U.S.-based 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 $10,500 for 2025. 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. Ares Management Group Personal Pension Plan. Mr. Jacobson is based in the U.K. and is eligible to participate in the U.K. retirement program. We contribute a value equal to 6% of the individual’s base salary, up to a maximum contribution of £10,000 for 2025 (as required in the U.K.) and the remainder (i.e., the difference between 6% of the individual’s base salary and the £10,000 paid into the pension) is paid out as a cash supplement. 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.

  13. Summary Compensation Table for Fiscal Year 2025

    Summary Compensation Table for Fiscal Year 2025 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 2025

    | | | Salary | Bonus | Stock Awards | All Other Compensation | Total | | Name and Principal Position | Year | ($)(1) | ($)(2) | ($)(3) | ($) | ($) | | Michael J Arougheti, Co-Founder and Chief Executive Officer | 2025 | — | — | 49,520,000 | 18,759,532(4) | 68,279,532 | | | 2024 | — | — | 62,628,000 | 22,753,842 | 85,381,842 | | | 2023 | — | — | 13,728,000 | 16,848,590 | 30,576,590 | | R. Kipp deVeer, Co-President | 2025 | — | — | 49,520,000 | 22,410,731(5) | 71,930,731 | | | 2024 | — | — | 58,052,000 | 30,890,324 | 88,942,324 | | | 2023 | — | — | 9,152,000 | 26,331,574 | 35,483,574 | | Blair Jacobson, Co-President (6) | 2025 | 472,710 | — | 33,673,600 | 15,671,936(7) | 49,818,246 | | Jarrod Phillips, Chief Financial Officer | 2025 | 750,000 | 788,750 | 7,966,478 | 288,442(8) | 9,793,670 | | | 2024 | 750,000 | 650,000 | 7,944,641 | 67,939 | 9,412,580 | | | 2023 | 750,000 | 650,000 | 2,630,079 | 47,370 | 4,077,449 | | Naseem Sagati Aghili, General Counsel and Corporate Secretary (9) | 2025 | 750,000 | 788,750 | 5,301,542 | 988,547(10) | 7,828,839 | | Ryan Berry, Chief Marketing and Strategy Officer (11) | 2025 | 1,000,000 | — | 7,923,200 | 2,888,408(12) | 11,811,608 | | | 2024 | 1,000,000 | — | 2,671,870 | 2,947,943 | 6,619,813 |

  15. Summary Compensation Table for Fiscal Year 2025

    (1)In 2025, we did not make base salary or cash bonus payments to Messrs. Arougheti or deVeer. Mr. Jacobson was paid in British pounds in 2025. The 2025 dollar amount is based on a currency translation of GBP 0.74041 per dollar as of December 31, 2025. (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 Discretionary Bonus Payments”, Mr. Phillips and Ms. Sagati Aghili received 37% of their 2025 discretionary annual bonus in restricted units granted in January 2026, which are 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 25, 2026. (4)Includes actual cash distributions attributable to carried interest allocations of $1,536,557 and incentive fee payments of $17,212,475 and $10,500 in matching contributions under our 401(k) plan. (5)Includes actual cash distributions attributable to carried interest allocations of $1,232,765 and incentive fee payments of $21,167,466 and $10,500 in matching contributions under our 401(k) plan. (6)Mr. Jacobson was not a NEO in 2023 and 2024. (7)Includes actual cash distributions attributable to carried interest allocations of $8,382,466 and incentive fee payments of $7,263,011 and $26,459 in contributions under our U.K. retirement program. The 2025 dollar amount of contributions under our U.K. retirement program is based on a currency translation of GBP 0.74041 per dollar as of December 31, 2025. (8)Includes actual cash distributions attributable to carried interest allocations of $42,843 and incentive fee payments of $232,099 and $10,500 in matching contributions under our 401(k) plan, and $3,000 in matching contributions under our charitable donation matching program. (9)Ms. Sagati Aghili was not a NEO in 2023 and 2024. (10)Includes actual cash distributions attributable to carried interest allocations of $322,028 and incentive fee payments of $655,819 and $10,500 in matching contributions under our 401(k) plan, and $200 in matching contributions under our charitable donation matching program. (11)Mr. Berry is an NEO in 2025 despite not being an executive officer at the end of 2025 because of 17 CFR 229.402(a)(3)(iv). Mr. Berry was not a NEO in 2023. (12)Includes actual cash distributions attributable to carried interest allocations of $1,250,439 and incentive fee payments of $1,621,469 and $10,500 in matching contributions under our 401(k) plan, and $6,000 in matching contributions under our charitable donation matching program, reflecting matching contributions for 2024 and 2025.

  16. Grants of Plan-Based Awards for Fiscal Year 2025

    Grants of Plan-Based Awards for Fiscal Year 2025 The following table contains information about each grant of an award made to our NEOs in 2025 under any plan, including awards that subsequently have been transferred.

  17. Grants of Plan-Based Awards for Fiscal Year 2025

    | Name | Grant Date(1) | Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock Awards(2) ($) | | Michael J Arougheti | 1/31/2025 | 250,000(3) | 49,520,000 | | R. Kipp deVeer | 1/31/2025 | 250,000(3) | 49,520,000 | | Blair Jacobson | 1/31/2025 | 170,000(4) | 33,673,600 | | Jarrod Phillips | 1/20/2025 | 1,938(5) | 370,778 | | | 1/31/2025 | 20,000(4) | 1,483,200 | | | 1/31/2025 | 50,000(4) | 6,112,500 | | Naseem Sagati Aghili | 1/20/2025 | 1,827(5) | 349,542 | | | 1/31/2025 | 25,000(4) | 4,952,000 | | Ryan Berry | 1/31/2025 | 40,000(4) | 7,923,200 |

  18. Grants of Plan-Based Awards for Fiscal Year 2025

    (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 25, 2026. (3)Represents restricted units granted under our 2023 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 June 30, 2026, 2027, 2028 and 2029, generally subject to continued employment and earlier vesting upon the occurrence of specified events. See “Compensation Discussion and Analysis—2025 Incentive Fee Agreements” and “Compensation of our Executive Officers—Potential Payments upon Termination or Change-in-Control.” (4)Represents restricted units granted under our 2023 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, 2027, 2028, 2029 and 2030, 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.” (5)Represents restricted units granted under our 2023 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 and to Ms. Sagati Aghili as a portion of her annual discretionary bonus. The restricted units generally vest in three equal installments on each of January 20, 2026, 2027 and 2028 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 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 The following table contains information concerning unvested equity awards outstanding for each NEO as of December 31, 2025.

  21. Outstanding Equity Awards at Fiscal Year-End 2025

    | | 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 | 1,400,000(2) (3) (4) (5) (6) (7) | 226,282,000 | | R. Kipp deVeer | 1,150,000(8) (9) (10) (11) (12) (13) | 185,874,500 | | Blair Jacobson | 426,312(14) (15) (16) (17) (18) (19) (20) | 68,904,809 | | Jarrod Phillips | 180,407(21) (22) (23) (24) (25) (26) (27) (28) (29) (30) (31) (32) | 29,159,184 | | Naseem Sagati Aghili | 155,098(33) (34) (35) (36) (37) (38) (39) (40) | 25,068,490 | | Ryan Berry | 168,706(41) (42) (43) (44) (45) (46) (47) | 27,267,951 |

  22. Outstanding Equity Awards at Fiscal Year-End 2025

    (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 $161.63 per share of our Class A common stock on December 31, 2025, the last trading day of 2025. (2)300,000 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, 2025, 225,000 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, 2025, 150,000 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, 2025, 75,000 of these restricted units have vested. (5)300,000 restricted units were granted on January 31, 2024 and vest in equal installments on each of January 31, 2026, January 31, 2027, January 31, 2028, and January 31, 2029, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2025, none of these restricted units have vested. (6)400,000 restricted units were granted on January 31, 2024 and vest in equal installments on each of June 30, 2026, June 30, 2027, June 30, 2028, and June 30, 2029, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2025, none of these restricted units have vested. (7)250,000 restricted units were granted on January 31, 2025 and vest in equal installments on each of June 30, 2026, June 30, 2027, June 30, 2028, and June 30, 2029, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2025, none of these restricted units have vested. (8)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, 2025, 150,000 of these restricted units have vested. (9)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, 2025, 100,000 of these restricted units have vested. (10)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, 2025, 50,000 of these restricted units have vested. (11)200,000 restricted units were granted on January 31, 2024 and vest in equal installments on each of January 31, 2026, January 31, 2027, January 31, 2028, and January 31, 2029, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2025, none of these restricted units have vested. (12)400,000 restricted units were granted on January 31, 2024 and vest in equal installments on each of June 30, 2026, June 30, 2027, June 30, 2028, and June 30, 2029, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2025, none of these restricted units have vested. (13)250,000 restricted units were granted on January 31, 2025 and vest in equal installments on each of June 30, 2026, June 30, 2027, June 30, 2028, and June 30, 2029, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2025, none of these restricted units have vested. (14)100,000 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, 2025, 75,000 of these restricted units have vested. (15)100,000 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, 2025, 50,000 of these restricted units have vested. (16)7,775 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, 2025, 5,182 of these restricted units have vested. (17)100,000 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, 2025, 25,000 of these restricted units have vested. (18)5,578 restricted units were granted on January 20, 2024 and vest in equal installments on each of January 20, 2025, January 20, 2026, and January 20, 2027, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2025, 1,859 of these restricted units have vested. (19)100,000 restricted units were granted on January 31, 2024 and vest in equal installments on each of January 31, 2026, January 31, 2027, January 31, 2028, and January 31, 2029, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2025, none of these restricted units have vested. (20)170,000 restricted units were granted on January 31, 2025 and vest in equal installments on each of January 31, 2027, January 31, 2028, January 31, 2029, and January 31, 2030, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2025, none of these restricted units have vested. (21)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, 2025, 7,500 of these restricted units have vested. (22)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, 2025, 15,000 of these restricted units have vested. (23)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, 2025, 5,000 of these restricted units have vested.

  23. Outstanding Equity Awards at Fiscal Year-End 2025

    (24)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, 2025, 2,942 of these restricted units have vested. (25)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, 2025, 2,500 of these restricted units have vested. (26)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, 2025, 5,000 of these restricted units have vested. (27)2,997 restricted units were granted on January 20, 2024 and vest in equal installments on each of January 20, 2025, January 20, 2026, and January 20, 2027, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2025, 999 of these restricted units have vested. (28)50,000 restricted units were granted on January 31, 2024 and vest in equal installments on each of January 31, 2026, January 31, 2027, January 31, 2028, and January 31, 2029, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2025, none of these restricted units have vested. (29)20,000 restricted units were granted on January 31, 2024 and vest in equal installments on each of January 31, 2026, January 31, 2027, January 31, 2028, and January 31, 2029, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2025, none of these restricted units have vested. (30)1,938 restricted units were granted on January 20, 2025 and vest in equal installments on each of January 20, 2026, January 20, 2027, and January 20, 2028, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2025, none of these restricted units have vested. (31)20,000 restricted units were granted on January 31, 2025 and vest in equal installments on each of January 31, 2027, January 31, 2028, January 31, 2029, and January 31, 2030, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2025, none of these restricted units have vested. (32)50,000 restricted units were granted on January 31, 2025 and vest in equal installments on each of January 31, 2027, January 31, 2028, January 31, 2029, and January 31, 2030, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2025, none of these restricted units have vested. (33)50,000 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, 2025, 37,500 of these restricted units have vested. (34)50,000 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, 2025, 25,000 of these restricted units have vested. (35)4,161 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, 2025, 2,774 of these restricted units have vested. (36)50,000 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, 2025, 12,500 of these restricted units have vested. (37)2,826 restricted units were granted on January 20, 2024 and vest in equal installments on each of January 20, 2025, January 20, 2026, and January 20, 2027, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2025, 942 of these restricted units have vested. (38)50,000 restricted units were granted on January 31, 2024 and vest in equal installments on each of January 31, 2026, January 31, 2027, January 31, 2028, and January 31, 2029, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2025, none of these restricted units have vested. (39)1,827 restricted units were granted on January 20, 2025 and vest in equal installments on each of January 20, 2026, January 20, 2027, and January 20, 2028, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2025, none of these restricted units have vested. (40)25,000 restricted units were granted on January 31, 2025 and vest in equal installments on each of January 31, 2027, January 31, 2028, January 31, 2029, and January 31, 2030, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2025, none of these restricted units have vested. (41)50,000 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, 2025, 37,500 of these restricted units have vested. (42)50,000 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, 2025, 25,000 of these restricted units have vested. (43)5,043 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, 2025, 3,437 of these restricted units have vested. (44)50,000 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, 2025, 12,500 of these restricted units have vested. (45)3,297 restricted units were granted on January 20, 2024 and vest in equal installments on each of January 20, 2025, January 20, 2026, and January 20, 2027, subject to continued employment and earlier vesting upon the occurrence of specified events. Mr. Berry also met the requirements for early retirement. As of December 31, 2025, 1,197 of these restricted units have vested. (46)50,000 restricted units were granted on January 31, 2024 and vest in equal installments on each of January 31, 2026, January 31, 2027, January 31, 2028, and January 31, 2029, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2025, none of these restricted units have vested.

  24. Outstanding Equity Awards at Fiscal Year-End 2025

    (47)40,000 restricted units were granted on January 31, 2025 and vest in equal installments on each of January 31, 2027, January 31, 2028, January 31, 2029, and January 31, 2030, subject to continued employment and earlier vesting upon the occurrence of specified events. As of December 31, 2025, none of these restricted units have vested.

  25. Stock Vested for Fiscal Year 2025

    Stock Vested for Fiscal Year 2025 The following table provides information regarding the vesting of stock awards during the fiscal year ended December 31, 2025 with respect to our NEOs:

  26. Stock Vested for Fiscal Year 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting ($)(1) | | Michael J Arougheti | 225,000 | 44,599,500 | | R. Kipp deVeer | 175,000 | 34,688,500 | | Blair Jacobson | 93,961 | 18,580,369 | | Jarrod Phillips | 24,689 | 4,752,675 | | Naseem Sagati Aghili | 43,298 | 8,559,773 | | Ryan Berry | 72,996 | 12,888,837 |

  27. Stock Vested for Fiscal Year 2025

    (1)The Value Realized on Vesting column reflects the aggregate value realized with respect to all restricted units that vested during fiscal year 2025. 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.

  28. 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.

  29. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank 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.

  30. 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) | | 2025 | 68,279,532 | 52,496,782 | 30,236,619 | 26,002,098 | 399 | 196 | 426,113 | 1,775,300 | | 2024 | 85,381,842 | 191,398,092 | 27,567,773 | 54,638,780 | 425 | 187 | 440,961 | 1,361,737 | | 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 |

  31. 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.”

  32. Pay Versus Performance

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | Description | ($) | ($) | ($) | ($) | ($) | | Reported Summary Compensation Total for PEO | 68,279,532 | 85,381,842 | 30,576,590 | 34,601,100 | 70,842,896 | | 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) | (49,520,000) | (62,628,000) | (13,728,000) | (13,728,000) | (53,154,000) | | Equity Award Adjustments for PEO(c) | 33,737,250 | 168,644,250 | 65,810,250 | 16,415,339 | 117,912,285 | | Compensation Actually Paid to PEO | 52,496,782 | 191,398,092 | 82,658,840 | 37,288,439 | 135,601,181 |

  33. 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:

  34. 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 | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 40,407,500 | (17,710,000) | — | 4,767,750 | — | 6,272,000 | 33,737,250 | | 2024 | 123,921,000 | 39,224,250 | — | 384,000 | — | 5,115,000 | 168,644,250 | | 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 |

  35. 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 2025, our Other NEOs included R. Kipp deVeer, Blair Jacobson, Jarrod Phillips, Naseem Sagati Aghili and Ryan Berry. For fiscal year 2024, our Other NEOs included R. Kipp deVeer, Jarrod Phillips, Ryan Berry, and Bennett Rosenthal. 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. (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.

  36. Pay Versus Performance

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | Description | ($) | ($) | ($) | ($) | ($) | | Average Reported Summary Compensation Total for Other NEOs | 30,236,619 | 27,567,773 | 14,837,091 | 13,511,355 | 23,162,854 | | 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) | (20,876,964) | (17,167,128) | (2,945,520) | (2,527,768) | (8,947,999) | | Average Equity Award Adjustments for Other NEOs(c) | 16,642,443 | 44,238,135 | 13,902,624 | 2,762,546 | 10,855,395 | | Average Compensation Actually Paid to Other NEOs | 26,002,098 | 54,638,780 | 25,794,195 | 13,746,133 | 25,070,250 |

  37. 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:

  38. 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 | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 18,062,637 | (4,687,547) | — | 1,379,848 | — | 1,887,505 | 16,642,443 | | 2024 | 32,143,957 | 9,930,505 | — | 806,584 | — | 1,357,089 | 44,238,135 | | 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 |

  39. 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, 2020 (the last trading day of 2020) 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, 2025. (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 that is a component of Realized income (“RI”), 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.”

  40. 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 five 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 five 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 five 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 five year period. As described in “Compensation Discussion and Analysis” our compensation program also includes long-term performance fees and 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.

  41. 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.

  42. 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 |

  43. 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.”

  44. 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, 2025 (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 2025 (“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 2025, 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, 2025 through October 31, 2025. •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 2025 was $197,440. •The annual total compensation of our CEO for 2025 was $68,279,532. 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 2025, the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee (other than our CEO) is 346:1.

  45. COMPENSATION OF OUR DIRECTORS

    COMPENSATION OF OUR DIRECTORS The Board periodically reviews the compensation of the independent directors in order to ensure the appropriateness of the compensation program. 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, management engaged Korn Ferry in May 2025 to review, evaluate and provide recommendations regarding the compensation of the Company’s independent directors. After consideration of Korn Ferry’s report, the Board approved an updated annual compensation program for the independent directors in July 2025 to better align with peer and market practices. In 2025, each of our independent directors received compensation on a pro rata basis, payable in quarterly installments, pursuant to the annual compensation program then in effect. Effective July 2025, each of our independent directors receives an annual retainer of $350,000, 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, an additional annual cash retainer of $15,000 is payable annually to each independent director member of our nominating and governance committee and an additional annual cash retainer of $15,000 is payable annually to each independent director member of our compensation committee. Prior to July 2025, the annual compensation program for the independent directors was as follows: 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 independent director member of our nominating and governance committee. For the 2025 annual retainer, each independent director received an equity grant pursuant to the 2023 Equity Incentive Plan of 1,166 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.

  46. Directors’ Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Paul G. Joubert | 182,500 | 218,893 | 15,000(2) | 416,393 | | Antoinette Bush | 182,500 | 218,893 | 15,000(2) | 416,393 | | Eileen Naughton | 142,500 | 218,893 | 15,000(2) | 376,393 | | Michael Lynton | 142,500 | 218,893 | 115,000(2) (3) | 476,393 | | Dr. Judy D. Olian | 182,500 | 218,893 | 15,000(2) | 416,393 | | Ashish Bhutani | 142,500 | 218,893 | 15,000(2) | 376,393 | | Antony P. Ressler(4) | — | — | — | — |