Ares Management Corp ARES

53% shingled-prose overlap between the two filings.

2025: 27,502 chars · 2026: 29,733 chars

• Committee Report:22% overlap (6,000 → 6,000 chars)
• Pay Ratio (Item 402(u)):46% overlap (25,730 → 25,755 chars)
• Say-on-Pay proposal:53% overlap (25,000 → 25,000 chars)

• changedIn this Compensation Discussion and Analysis we describe our executive compensation philosophy and programs and compensation decisions regarding the 2025 2024compensation of the individuals set forth in the table below (“NEOs”): ournamedexecutiveofficers(our“NEOs”).
• changedNamePositionMichael J AroughetiDirector, Co-Founder and Chief Executive OfficerRyanBerryPartner,ChiefMarketingandStrategyOfficerR.
• newKipp deVeerDirector and Co-PresidentBlair JacobsonCo-PresidentJarrod PhillipsChief Financial OfficerNaseem Sagati AghiliGeneral Counsel and Corporate SecretaryRyan BerryChief Marketing and Strategy Officer
• changedWe believe that carried interest and incentive fee participation align the interests of our NEOs and other key employees with those of the investors in our funds and our stockholders, funds,and this alignment has been a key contributor to our strong performance and growth.
• newPayments related to carried interest and incentive fee participation are not made unless specified performance hurdles are achieved.
• newWe believe that participation in carried interest and incentive fees helps promote successful fundraising and strong fund investment performance, which in turn support future fundraising and growth in management fees, a key driver of long-term stockholder value.
• newIn addition to carried interest and incentive fee participation, we generally expect that our professionals who hold such participation rights in Ares funds invest their own capital in such funds.
• newWe believe that carried interest and incentive fee participation and ownership interest in our funds helps to ensure that our NEOs and professionals have capital at risk, discourages excessive risk-taking and reinforces the linkage between our NEOs’ economic interests and the success of the funds we manage, as well as the success of the Company and our stock performance.
• changedWe alsobelieve that ownership in our funds andtheCompanyby our NEOs and professionals results in alignment of their interests with those of our fund investors and stockholders.
• newIn addition, we believe that this helps to ensure that our professionals take a long-term view that is consistent with the interests of the Company, the investors in our funds and our stockholders.
• new23
• newThe Board approves the cash compensation, equity grants, carried interest and incentive fee awards for our NEOs on the recommendation of our compensation committee.
• newOur Executive Chairman and Chief Executive Officer also provide input to the compensation committee and Board, as appropriate, with respect to NEO compensation.
• newThis includes recommending certain carried interest and incentive fee awards to the compensation committee and the Board.
• newIn addition, as set forth in our performance fee award policy adopted by the Board, certain carried interest and incentive fee awards are subject to approval by the Chief Executive Officer and, to the extent the awards meet certain thresholds, our Executive Chairman.
• changedUntil its dissolution in February 2025, the voting members of the Executive Management Committee withinputfromtheparticularinvestmentgroupheadsoftheapplicablefund,generally recommended our NEOs’ carried interest and incentive fee awards, which were areapproved by the compensation committee. committeeoftheBoard.
• newFor a description of the role of the equity incentive committee prior to its dissolution in February 2025, see “Corporate Governance and Other Board Information—Committees of the Board—Equity Incentive Committee.” The Board determined the Executive Management Committee’s and equity incentive committee’s responsibilities with respect to executive officer compensation were more effectively carried out by the full Board.
• newIn May 2025, management engaged Korn Ferry to review, evaluate and provide recommendations regarding the compensation of the Company’s independent directors.
• changedAdditionally, in 2025, 2023,management retained Korn Ferry to provide employment, compensation and benefits services and data analysis to the Company and its subsidiaries.
• changedThe aggregate fees received by Korn Ferry in 2025 2024in 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 $85,500,includingmatters unrelated to the compensation of executives and directors, such as employee recruitment. directors.
• changedAt our 2025 2022Annual Meeting of Stockholders, we held a stockholder advisory vote on the compensation of our NEOs in our 2024 2021fiscal year (the “2025 “2022say-on-pay vote”).
• changedOur stockholders approved the compensation of our NEOs, with approximately 92.3% 91.3%of the votes cast in favor of our 2025 2022say-on-pay resolution.
• changedThe compensation committee’s recommendation to the Board with respect to the Compensation Discussion and Analysis included in this proxy statement and the matters described herein, take into account the 2025 2022say-on-pay vote results.
• newWe expect the next say-on-pay vote will occur at our 2028 Annual Meeting of the stockholders.
• newAt our 2025 Annual Meeting of Stockholders, a majority of our stockholders recommended that we hold a nonbinding, advisory stockholder vote on the compensation of the NEOs every three years (the “say-on-frequency” vote).
• newThe Board considered the outcome of this advisory vote and determined that future “say-on-pay” votes will be conducted every three years.
• newThe Board will re-evaluate this determination after the next stockholder advisory “say-on-frequency” vote (which is expected to occur at our 2031 Annual Meeting of the stockholders).
• changedOur 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. forMessrs.
• new24
• newIn 2025, Messrs.
• changedJacobson, Phillips and Berry and Ms. Sagati Aghili Phillipswere the only NEOs who received an annual base salary.
• newMr. Jacobson’s 2025 annual base salary was $472,710.
• changedMr. Phillips’ 2025 2024annual base salary was $750,000.
• changedMr. Berry’s 2025 2024annual base salary was $1,000,000.
• newMs. Sagati Aghili’s 2025 annual base salary was $750,000.
• newWe intend the annual base salary of each of Messrs.
• changedJacobson, WeintendtheannualbasesalaryofeachofMr.Phillips and Mr.Berry and Ms. Sagati Aghili to reflect their hisposition, duties and responsibilities as our Co-President, Chief Financial Officer, OfficerandChief Marketing and Strategy Officer and General Counsel and Corporate Secretary, Officer,respectively, as well as recognize their hisanticipated contribution to our ongoing initiatives and future success.
• changedAnnual CashDiscretionary Bonus Payments.
• newIn 2025, Mr. Phillips and Ms. Sagati Aghili were the only NEOs who received an annual discretionary bonus.
• changedMr. Phillips’ 2025 2024annual discretionary cashbonus was $1,250,000. $650,000.
• newMs. Sagati Aghili’s 2025 annual discretionary bonus was $1,250,000.
• changedSuch 2025 Mr.Phillips’s2024annual discretionary bonuses were bonuswaspaid to each of Mr. Phillips and Ms. Sagati Aghili 63% 65%in cash in December 2025 2024and the balance in January 2026 2025as a grant of restricted units with a grant date fair value equal to 37% 35%of the histotal discretionary bonus.
• changedWe 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 ESGinitiatives.
• newMs. 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.
• newWe 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.
• newFactors 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.
• newComparisons were made to prior year performance and to our other senior professionals with the intention to reward, motivate and retain Ms. Sagati Aghili.
• newThe 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.”
• newArougheti, deVeer, Jacobson, Phillips and Berry and Ms. Sagati Aghili received incentive fees in 2025.
• new25
• changedArougheti, Berry,deVeer, Jacobson, Phillips and Berry Rosenthal,and Ms. Sagati Aghili Phillipsreceived cash distributions attributable to carried interest in 2025. 2024.
• changedAt 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.
• changedGenerally, restricted units are scheduled to vest in four equal installments on ofeach 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”).
• changedAfter 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.
• changedIn January 2025 we granted 250,000 restricted units and in January 2026 we granted 200,000 restricted units to each of Messrs.
• changedAny shares of our Class A common stock that are issued in settlement of the restricted units prior to June 30, 2029 will be subject toalock-uprestriction(the“ClassALock-UpRestriction”),whichwillceasetoapplyto equalinstallmentsofsharesofourClassAcommonstockoneachanniversaryoftheapplicablevestingdatethroughJune30,2029.
• newa 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.
• newJacobson and Berry and Ms. Sagati Aghili.
• changedIn January 2025, 2021,the Board approved the grant of 170,000, 40,000 1.2million,800,000,and 25,000 200,000restricted units to Messrs.
• changedJacobson Arougheti,deVeer,and Berry and Ms. Sagati Aghili respectively, each,tobegrantedinequalinstallmentsoverafour-yearperiod,in order to incentivize their continued employment and to align their interests with those of our fund investors and stockholders.
• changedThe first grant of 20,000 restricted units occurred in January 2023, with subsequent awards scheduledtobegranted in January 2024 and January 2025, subject to Mr. Phillips’ continued service through the applicable grant date.
• changedIn January 2025, 2024,the Board approved an additional grant of 50,000 restricted units to Mr. Phillips.
• changedIn January 2025, 2024,we granted 1,938 2,997Deferred Units to Mr. Phillips and in January 2026 2025we granted 2,712 2,997Deferred Units to Mr. Phillips, in each case, in respect of a portion of his annual discretionary bonus for the preceding calendar year.
• newDeferred Unit Awards - Ms. Sagati Aghili.
• newIn January 2025, we granted 1,827 Deferred Units to Ms. Sagati Aghili and in January 2026 we granted 2,712 Deferred Units to Ms. Sagati Aghili, in each case, in respect of a portion of her annual discretionary bonus for the preceding calendar year.
• changedAs of the Record Date, assuming that all of the outstanding Ares Operating Group Units exchangeable for shares of our Class A common stock were exchanged for shares of our Class A common stock, Mr. Ressler would hold, directly or indirectly, shares of our Class A common stock representing 19.68% 17.48%of the total number of shares of our Class A common stock outstanding as a result of such exchange and subject to transfer restriction provisions.
• changedArougheti, deVeer, Jacobson, Phillips Phillips,and Berry and Ms. Sagati Aghili have been granted long-term equity awards that may vest upon certain qualifying terminations of employment.
• changedAll of our U.S.-based NEOs are eligible to participate in our 401(k) program.
• changedIn 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 $10,350for 2025. 2024.
• newAres Management Group Personal Pension Plan.
• newMr. Jacobson is based in the U.K. and is eligible to participate in the U.K. retirement program.
• newWe 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.
• changedSection 162(m) of the Internal Revenue Code of 1986 (as amended, the “Code”) generally disallows publicly-listed companies a tax deduction for compensation in excess of $1,000,000 paid to “covered employees” of such company, which “covered employees” can include the CEO, the chief financial officer, the next three otherhighest paid executive officers, the next five highest paid employees (for taxable years beginning after December 31, 2026) officersand certain individuals who were previously “covered employees.” Section 162(m) applies to corporations, including the Company, in respect of the compensation of covered employees of an operating partnership for which the compensation deduction is allocable to the corporation based on its interest in the partnership. employees”.