Gary Cohn

About Gary Cohn

Gary D. Cohn, age 64, was appointed to Apollo Global Management, Inc. (AGM) as Lead Independent Director effective April 21, 2025; he also serves as Chair of the Executive Committee and Chair of the Nominating and Corporate Governance Committee . He is Vice Chairman of IBM since 2021, previously served as Assistant to the U.S. President for Economic Policy and Director of the National Economic Council (2017–2018), and was President and Chief Operating Officer of Goldman Sachs (2006–2016); he holds a B.S. from American University . The Board has determined Mr. Cohn is independent under NYSE rules and AGM’s corporate governance guidelines .

Past Roles

Organization	Role	Tenure	Committees/Impact
IBM	Vice Chairman	2021–present	Executive leadership initiatives; external engagement (business development, advocacy, client relationships)
The White House (NEC)	Assistant to the President for Economic Policy; Director, National Economic Council	Jan 2017–Apr 2018	Led administration’s economic policy agenda; tax and regulatory reform efforts
Goldman Sachs	President & COO	2006–2016	Senior leadership of global Equities and FICC divisions

External Roles

Organization	Role	Tenure	Committees/Impact
FDIC Systemic Resolution Advisory Committee (SRAC)	Member	Not disclosed	Advisory input on systemic resolution matters
NYU Langone Health	Board of Trustees	Not disclosed	Governance oversight; healthcare institutional leadership
NYU Langone Orthopedic Hospital	Chairman, Advisory Board	Not disclosed	Advisory leadership in orthopedic institute strategy
NYU Tandon School of Engineering	Board of Overseers	Not disclosed	Academic oversight and industry engagement
Several privately held companies	Director	Not disclosed	Board service (company names not disclosed)

Board Governance

Roles: Lead Independent Director; Chair, Executive Committee; Chair, Nominating & Corporate Governance Committee (effective April 21, 2025) .
Lead Independent Director responsibilities: preside executive sessions; liaison to Chair; review/approve board materials, agendas, schedules; authority to call meetings of independent directors; available to major stockholders for consultation .
Independence: Board determined Mr. Cohn meets NYSE independence standards and AGM guidelines .
Attendance: AGM’s Board held 4 meetings in 2024; each director (serving in 2024) attended ≥75% of aggregate Board and committee meetings; 14 directors attended the 2024 annual meeting; executive sessions of independent directors are presided over by Mr. Cohn going forward .
Committee structures and 2024 meeting cadence:
- Compensation Committee: 5 meetings; independent members; retains Semler Brossy as independent consultant .
- Nominating & Corporate Governance Committee: 5 meetings; independent members; oversees director nominations and independent director compensation .
- Executive Committee: manages Board affairs between meetings; provides guidance on strategic, financial and operating plans (Mr. Cohn Chair since April 21, 2025) .

Fixed Compensation

Component	Annual Amount	Notes
Base annual cash retainer (independent director)	$150,000	Basis for stock ownership guideline multiple
Lead Independent Director fee	$100,000	Plus administrative assistance and office space
Committee chair fee	$25,000	Incremental to member fee; includes ad hoc committees
Committee member fee	$25,000	Paid quarterly in arrears; prorated for partial-year service

For 2025, Mr. Cohn’s role as Lead Independent Director and committee chair will align his cash compensation with the program above (effective April 21, 2025) .

Performance Compensation

RSU Grant Type	Grant Date Value ($)	Vesting	Performance Metrics	Deferral/Dividend Treatment
Welcome RSU (Lead Independent Director)	$250,000	Vests on/about July 1 of the year following grant	None; time-based vesting only	Directors may elect to defer settlement until service ends; unvested director RSUs not entitled to dividends
Annual RSU (independent director)	Not disclosed (ongoing program)	Annual grants thereafter (time-based)	None; time-based vesting only	Deferral permitted; no dividends on unvested director RSUs

Director stock ownership guidelines: independent directors expected to hold ≥5x base annual cash retainer ($150,000) in company stock within 5 years; assessment made annually; directors not in compliance are expected to retain all shares until they meet the guideline. Directors with ≥5 years on the Board exceeded guidelines as of Jan 1, 2025; those <5 years (including Mr. Cohn) are on track within the five-year window .

Other Directorships & Interlocks

Company	Role	Interlock/Exposure
Public company boards	None disclosed	No public-company directorships disclosed for Mr. Cohn in AGM’s proxy
IBM	Vice Chairman	Senior executive role, not a board seat; network ties noted

Expertise & Qualifications

Deep financial-services leadership (Goldman Sachs President & COO), economic policy expertise (NEC Director), and governance experience at major institutions; AGM identifies diverse director attributes and skill coverage across its Board .
Independence and leadership of executive sessions of independent directors reinforce Board oversight while Chair/CEO roles are combined; LID structure selected after leadership review .

Equity Ownership

Holder	Shares Beneficially Owned	% of Outstanding	Notes
Gary Cohn	20,000	<1%	Indirect via Family LLC options: (i) 10,000 shares acquirable within 60 days via long call; (ii) 10,000 shares may be assigned within 60 days upon exercise of short put written by the Family LLC

Shares outstanding reference: 570,432,275 as of April 1, 2025 (ownership table basis) .
Hedging/pledging: Insider trading policy prohibits speculative transactions, short-selling, and hedging derivatives; limited exceptions allow certain senior leaders to enter prepaid variable forward contracts and pledge shares if conditions are met. No pledging by Mr. Cohn is disclosed in the proxy .
Ownership guideline compliance: 5x retainer ($750,000) to be achieved within five years; new directors are tracked annually; Mr. Cohn falls under the <5-year path-to-compliance standard .

Governance Assessment

Board effectiveness: Strong independent leadership with Mr. Cohn as LID and chairing key governance and executive committees positions him to influence agendas, materials, and executive-session oversight, enhancing investor confidence while balancing a combined Chair/CEO structure .
Alignment: Director compensation blends fixed cash (retainer + leadership/committee fees) with equity via time-based RSUs; deferral options and stock ownership guidelines promote long-term alignment; absence of dividends on unvested RSUs reduces windfall optics .
Independence and engagement: The Board affirms Mr. Cohn’s independence; executive sessions presided by LID and active shareholder engagement (including say‑on‑pay at 84% approval in 2023; next vote in 2026) support governance quality .
Conflicts and related-party exposure: AGM reports no material related‑person transactions since Jan 1, 2024 beyond those disclosed; none noted for Mr. Cohn; policy restrictions on hedging/pledging exist with limited exceptions—monitor for any future pledging activity as a potential red flag .
RED FLAGS to monitor:
- Low direct share ownership today (20,000 beneficial via options exposure) relative to guideline target, though compliant path allows five years for new directors; monitor equity accumulation toward 5x retainer .
- Limited hedging/pledging exceptions in policy—no Cohn-specific pledging disclosed, but any future PVF/pledge events should be tracked for alignment risk .
- Combined Chair/CEO structure—mitigated by LID authority and independent committee leadership; effectiveness depends on robust agenda control and executive-session rigor .