Martin Kelly
Chief Financial Officer at APO
Executive
About Martin Kelly
Martin Kelly, 57, has served as Chief Financial Officer of Apollo Global Management, Inc. (AGM) since 2012, previously CFO of Apollo Asset Management (AAM) from September 2012 through February 2022 and Co‑Chief Operating Officer from 2019 to 2021. He held senior finance roles at Barclays Capital (Managing Director, CFO of the Americas, Global Head of Financial Control), Lehman Brothers (2000–2008), and PricewaterhouseCoopers (partner; Financial Services Group). He holds a Commerce degree in Finance and Accounting from the University of New South Wales and serves as a trustee of The Hotchkiss School and on the board of the U.S. Olympic & Paralympic Foundation . Under Kelly’s tenure, Apollo delivered record Fee Related Earnings (FRE) up 17% to $2.1B in 2024, Spread Related Earnings (SRE) of $3.2B, AUM of $751B (+15% y/y), and an 80% total shareholder return in 2024 with APO at $165.16 year‑end .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| PricewaterhouseCoopers | Partner; Financial Services Group (NY) | 1994–2000 (partner 1999); 13 years total at PwC | Led financial services audit/control work; advanced technical finance expertise |
| Lehman Brothers | Various finance roles | 2000–2008 | Built investment bank finance control capabilities |
| Barclays Capital | Managing Director; CFO of Americas; Global Head of Financial Control (CIB) | 2008–2012 | Oversaw regional CFO remit and global financial control |
| Apollo Asset Management (AAM) | Chief Financial Officer | Sep 2012–Feb 2022 | Institutionalized finance, reporting and control at AAM |
| Apollo Global Management (AGM) | Co‑Chief Operating Officer | Jan 2019–Dec 2021 | Strengthened enterprise operations and execution |
| Apollo Global Management (AGM) | Chief Financial Officer | 2012–present | Led finance through governance transformation; S&P 500 inclusion |
External Roles
| Organization | Role | Years |
|---|---|---|
| The Hotchkiss School | Trustee | Current |
| U.S. Olympic & Paralympic Foundation | Board of Directors | Current |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,000,000 | 1,000,000 | 1,000,000 |
| Stock Awards ($) | 1,082,082 | 1,043,706 | 12,486,557 |
| All Other Compensation ($) | 1,491,637 | 1,626,223 | 1,048,585 |
| Total ($) | 3,573,719 | 3,669,929 | 14,535,142 |
Notes
- 2024 “All Other Compensation” includes $750,000 incentive pool cash distribution, $46,566 realized carry, and $250,000 partner benefits stipend .
Performance Compensation
| Component | Metric linkage | Target/terms | Actual/Payout | Vesting |
|---|---|---|---|---|
| Incentive pool distribution (cash) | Realized performance fees; Committee assessment of firm and individual contribution | Discretionary; minimum 1% of realized performance fees allocated across participants; pro‑rata eligibility | $750,000 paid in 2024 | N/A (cash received) |
| Dedicated performance fee distributions | Fund performance vs hurdle; realized events; subject to return in drawdown funds | Rights granted historically; notionally invested until paid; 3‑year service vesting for certain programs | $46,566 realized carry cash in 2024 | Multi‑year; contingent repayment features typical of drawdown funds |
| RSU long‑term awards (2024) | Service‑based and performance fee‑hurdle vesting | Feb 9, 2024 grants: 29,249 RSUs ($2,955,283) and 10,480 RSUs ($1,123,317); Dec 20, 2024 grant: 56,872 RSUs ($8,407,956) | Granted as disclosed; value at grant per FASB ASC 718 | See vesting schedule below |
2024 RSU Grants Detail
| Grant date | Units (#) | Grant date fair value ($) |
|---|---|---|
| Feb 9, 2024 | 29,249 | 2,955,283 |
| Feb 9, 2024 | 10,480 | 1,123,317 |
| Dec 20, 2024 | 56,872 | 8,407,956 |
Vesting Schedule (key awards)
| Award | Units | Vest dates | Conditions |
|---|---|---|---|
| RSUs (Feb 9, 2024) | 29,249 | Jan 1, 2025; Jan 1, 2026; Jan 1, 2027 (equal installments) | Subject to Company receipt of performance fees within prescribed periods |
| RSUs (Feb 9, 2024) | 10,480 | Dec 31, 2025; Dec 31, 2026 (equal installments) | Service‑based vesting |
| RSUs (Dec 20, 2024) | 56,872 | Jan 1, 2025 | Subject to performance fee hurdles |
Additional 2024 RSU activity: 79,456 RSUs vested (value realized $8,304,069) and 648 restricted shares vested (value $77,021) .
Special retention RSU: In Dec 2024 the Compensation Committee approved a $10,000,000 RSU grant to Kelly recognizing performance, retention, and peer alignment; vesting subject to performance fee hurdles with no share delivery before 2028, and delayed delivery to 2030 if voluntary resignation occurs prior to Dec 31, 2027 .
Clawbacks and risk mitigants
- Firm‑wide and executive recoupment policies covering detrimental conduct and mandatory recovery for financial restatements .
- No single‑trigger change‑in‑control vesting; no excise tax gross‑ups .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 133,709 shares; less than 1% of outstanding |
| Shares outstanding (reference) | 570,432,275 shares as of April 1, 2025 |
| Stock ownership guidelines | Minimum holding: 3× annual salary; retain 25% of after‑tax shares until guideline met; all NEOs in compliance |
| Personal investments in Apollo funds | 2024 investments of $1,253,840; distributions $842,703 to Kelly |
| Hedging/pledging policy | Prohibitions on speculative trading; in 2025 policy permits limited prepaid variable forwards/pledging for certain senior leaders under strict conditions; no pledging disclosed for Kelly |
Non‑Qualified Deferred Compensation
| Metric | 2024 |
|---|---|
| Aggregate earnings ($) | 12,408,564 |
| Aggregate balance at 12/31/2024 ($) | 28,475,731 (vested RSUs scheduled to settle in early 2027; settlement subject to covenants upon certain terminations) |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | Dated July 2, 2012; annual base salary $1,000,000; eligible for discretionary annual incentive pool allocation |
| Severance | If terminated without cause or resigns for good reason: six months’ base pay plus reimbursement of six months’ health premiums; 50% vesting of unvested restricted shares on termination without cause |
| Change‑in‑control | No specific CIC payments or benefits (only Belardi has CIC terms) |
| Equity treatment on death/disability | 50% or more vesting of unvested RSUs, restricted shares, and dedicated performance fee rights; performance‑fee‑contingent vesting conditions still apply |
| Post‑termination rights | Retain vested dedicated performance fee rights; 90 days’ notice by either party on non‑cause termination |
| Restrictive covenants | Non‑compete 9 months; employee non‑solicit 18 months; investor/business relations non‑solicit 12 months; confidentiality obligations survive employment |
Compensation Structure Analysis
- Equity‑heavy mix with significant RSU grants subject to performance fee hurdles aligns with long‑term fund realization and stock performance; 2024 RSU value increased sharply, reflecting increased equity emphasis and retention priorities .
- Variable pay includes realized carry and incentive pool distributions tied to firm performance fees; payments occur only upon realization and may be subject to contingent repayment for drawdown funds, discouraging short‑termism .
- Governance mitigants include robust clawbacks, share ownership requirements, and no single‑trigger CIC vesting or tax gross‑ups, supporting risk control and investor alignment .
Say‑on‑Pay, Peer Group, and Committee Oversight
- Say‑on‑pay approval: 84% support at 2023 annual meeting (triennial schedule; next vote 2026) .
- Compensation peer group: Ares, BlackRock, Blackstone, Brookfield, Carlyle, Goldman Sachs, KKR, Morgan Stanley, TPG, T. Rowe Price .
- Compensation Committee: Independent; chaired by Marc Beilinson; advised by Semler Brossy; annual risk assessment found practices not reasonably likely to have a material adverse impact .
Investment Implications
- Near‑term vesting and delivery cadence suggests potential selling pressure windows: Jan 1, 2025/26/27 tranches; Dec 31, 2025/26 tranches; plus non‑qualified deferred RSU settlement in early 2027—monitor 10b5‑1 plans and Form 4s around these dates .
- Strong alignment features (performance fee hurdles; clawbacks; ownership guidelines) reduce misalignment risk, but a materially higher 2024 RSU grant ($10M) increases sensitivity to firm‑wide performance fees and share price trajectory through at least 2028/2030 delivery schedule .
- No disclosure of pledging or CIC windfalls for Kelly; restrictive covenants and modest severance reduce departure optionality and retention risk; discretionary incentive pool linkage to realized performance fees aligns comp with fee generation and realization timing .