Allyson Satin
About Allyson Satin
Allyson Satin (age 39 as of June 13, 2025) is a Class III independent director of Kodiak AI, Inc. (post–Ares Acquisition Corporation II business combination) appointed September 24, 2025; she is a Partner in Ares Management’s Corporate Strategy Group and formerly Chief Operating Officer of AACT . She holds a B.S. in Business Administration from UC Berkeley Haas and previously worked in Ares’ Private Equity Group (2009–2020) and in investment banking at Barclays/Lehman Brothers, with core credentials in leveraged finance, M&A and private equity investing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ares Management Corporation – Private Equity Group | Investment Professional | 2009–2020 | Executed LBOs, growth equity, distressed debt transactions |
| Barclays Capital (formerly Lehman Brothers) | Investment Banking Analyst, Global Financial Sponsors Group | Pre-2009 | Sponsors coverage and leveraged finance execution |
| Ares Acquisition Corporation II (AACT) | Chief Operating Officer | Through 2025 business combination | Led SPAC operations; frequent SEC signatory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ares Management Corporation – Corporate Strategy Group | Partner | Current | Focused on SPAC strategy; sponsor designation influence |
| X-Energy Reactor Company, LLC | Director | Current (disclosed) | Energy technology board experience |
Board Governance
- Classification and tenure: Class III director; Kodiak’s board is classified with staggered three-year terms; directors removable only for cause under proposed bylaws .
- Independence: The board determined Satin is “independent” under Nasdaq and Exchange Act rules .
- Committee assignments: Member, Compensation Committee; chairs: Audit—Kenneth Goldman; Compensation—Scott Tobin; Nominating—Kristin Sverchek .
- Appointment date and chair: Elected September 24, 2025; Board Chairperson—James Reed .
Fixed Compensation
| Component | Amount (Annual) | Vesting/Payment | Applicability |
|---|---|---|---|
| Board Member Cash Retainer | $60,000 | Paid quarterly in arrears; prorated | Applies to all non-employee directors |
| Compensation Committee Member Fee | $7,500 | Paid quarterly in arrears | Satin is a member |
| Total Cash (Role-based) | $67,500 | Subject to proration from 9/24/2025 | Based on current committee membership |
Note: Additional chair/member fees would apply only if Satin assumes audit or nominating roles; she is not currently listed on those committees .
Performance Compensation
| Award | Grant Date Value | Vesting | Key Terms |
|---|---|---|---|
| Initial RSU Award (on becoming director) | $390,000 | 1/3 annually on grant anniversaries, service-contingent | Granted first trading day after appointment |
| Annual RSU Award (from 2026) | $195,000 | Vests at earlier of 1-year or next annual meeting, service-contingent | Automatic annual grants to eligible directors |
| Non-Employee Director Compensation Cap | $750,000 per fiscal year; $1,000,000 in initial fiscal year | GAAP grant-date fair value basis | Cash + equity combined cap |
| Change-in-Control Treatment | Full vesting of outstanding director equity awards upon change in control (if serving through date) | — | Applies to Initial and Annual Awards |
Other Directorships & Interlocks
| Connection | Description | Governance Consideration |
|---|---|---|
| Sponsor designation | Business Combination Agreement allowed Sponsor to designate Satin as Class III director | Heightens monitoring for sponsor influence on board deliberations |
| Ares Acquisition Holdings II LP | Satin signed as Authorized Signatory on Sponsor-related Board Observer Agreement | Reinforces sponsor affiliation; potential perceived conflicts |
Expertise & Qualifications
- Leveraged finance, acquisitions, and private equity investment experience; SPAC strategy expertise as Ares Partner .
- Board experience in energy technology (X-Energy), adding sector diversity to Kodiak’s board skill matrix .
- Financial sophistication supports Compensation Committee oversight .
Equity Ownership
| Holder/Entity | Date | Instrument / Transaction | Shares | Relationship |
|---|---|---|---|---|
| The Satin Family Revocable Trust | 8/22/2025 | Second Lien Loan (delayed draw) converted at Closing | 59,242 | Related party to Allyson Satin; trust received shares at Closing |
Note: Multiple Form 3 filings were made for Kodiak AI directors/officers around September 24–25, 2025, several stating “No securities are beneficially owned”; Satin’s related-party trust holdings are disclosed in the S-1 related-party table rather than a Form 3 record retrieved here .
Governance Assessment
- Independence and committee role: Satin is formally independent and serves on the Compensation Committee, aligning her finance/PE expertise with pay oversight—constructive for investor confidence .
- Compensation alignment: Director pay is equity-heavy (Initial $390k; Annual $195k RSUs) with time-based vesting, typical for alignment; cash retainer ($60k) and committee fees are modest; annual cap ($750k) constrains pay inflation .
- Potential conflicts—RED FLAGS:
- Sponsor ties: Sponsor designated Satin to the board and she acts as authorized signatory for Ares Acquisition Holdings II LP, increasing perceived influence of sponsor in governance .
- Related-party financing: The Satin Family Revocable Trust provided a $350,000 delayed-draw second lien loan that converted into 59,242 shares at Closing—direct related-party transaction and equity issuance that merits ongoing monitoring for conflicts in capital decisions .
- Protections and risks: Broad director/officer indemnification and advancement rights may discourage litigation but reduce deterrence; board should maintain strong independent processes to offset sponsor affiliation optics .
- Board structure: Classified board and “for cause” removal may limit shareholder recourse; investors typically view staggered terms as a governance negative, though independence determinations partially mitigate concerns .
Overall implication: Satin’s finance and transaction background supports Compensation Committee effectiveness; however, sponsor designation and related-party equity from the family trust present visible conflict-of-interest optics, warranting enhanced disclosure and recusal protocols in transactions involving sponsor affiliates .