Ann Torre Bates
About Ann Torre Bates
Ann Torre Bates, age 66, is an independent Class I director of Ares Capital Corporation (ARCC) since 2010 and currently serves as chairperson of ARCC’s Audit Committee; she holds a B.B.A. in Accountancy from the University of Notre Dame and an M.B.A. in Finance and Economics from Cornell University . Her background includes senior finance roles (CFO/Treasurer) and extensive board service across financial and investment companies, and she is designated an “audit committee financial expert” by ARCC’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NHP, Inc. (national real estate services firm) | Executive Vice President, Chief Financial Officer & Treasurer | 1995–1997 | Senior financial leadership; corporate finance oversight |
| US Airways | Vice President & Treasurer; various finance roles | 1988–1995 (VP/Treasurer 1991–1995) | Corporate treasury and finance |
| Strategic & Financial Consultant | Consultant (corporate finance focus) | 1997–2012 | Advisory on corporate finance matters |
| Allied Capital Corporation | Director | 2003–2010 | Served through ARCC’s Allied acquisition period |
| SLM Corporation | Director | 1997–2014 | Public company board service (financial sector) |
| Navient Corporation | Director | 2014–2016 | Public company board service (financial sector) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ares Strategic Income Fund | Trustee; Audit Committee Chair | Current | Audit oversight; governance in affiliated registered investment company |
| Ares Core Infrastructure Fund | Trustee | Current | Governance oversight |
| Franklin Templeton Group of Mutual Funds | Director/Trustee (19 investment companies) | Current | Broad mutual fund governance portfolio |
| United Natural Foods, Inc. | Director | 2014–2023 | Public company board service |
Board Governance
- Independence: The Board determined Bates is independent under NASDAQ rules and not an “interested person” under the Investment Company Act .
- Committee assignments: Chairperson, Audit Committee; member, Co-Investment Committee; not listed on Nominating & Governance Committee .
- Audit Committee financial expert designation: Bates is one of ARCC’s audit committee financial experts .
- Attendance and engagement: In 2024, the Board held 8 meetings (Audit 6; Nominating & Governance 2; Co-Investment 22), and all directors attended at least 75% of Board and applicable committee meetings; four directors attended the annual meeting .
- Lead Independent Director: Eric B. Siegel serves as Lead Independent Director, chairing executive sessions of independent directors .
- Risk oversight: Audit Committee oversees accounting/financial reporting, internal controls, fair value determinations for illiquid securities, and major risk exposures (including cybersecurity); Co-Investment Committee reviews co-investments under SEC exemptive order .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Independent Directors) | $200,000 | Standard retainer |
| Audit Committee Chair annual fee | $25,000 | Role-based increment |
| Board meeting fee (per meeting) | $2,500 | Plus reasonable out-of-pocket reimbursement |
| Committee meeting fee (per meeting) | $1,000 | Plus reasonable out-of-pocket reimbursement |
| 2024 total cash fees for Ann T. Bates | $273,000 | Reported director compensation |
Performance Compensation
| Metric/Instrument | Status | Notes |
|---|---|---|
| Equity grants (RSUs/PSUs) | None | No director stock awards disclosed |
| Option awards | None | No director option awards disclosed |
| Bonuses (discretionary/performance) | None | Director compensation is fee-based; no bonus reported |
| Performance metrics tied to pay | Not applicable | Directors compensated via retainers/meeting fees |
| Clawback applicability | Executive-focused | Clawback Policy applies to executive officers under SEC/NASDAQ rules, not director fees |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Committee Roles |
|---|---|---|---|
| Ares Strategic Income Fund | Registered investment company (affiliate) | Trustee | Audit Committee Chair |
| Ares Core Infrastructure Fund | Registered investment company (affiliate) | Trustee | — |
| Franklin Templeton group (19 mutual funds) | Registered investment companies | Director/Trustee | — |
| United Natural Foods, Inc. | Public company | Director (former) | — |
| SLM Corporation | Public company | Director (former) | — |
| Navient Corporation | Public company | Director (former) | — |
| Allied Capital Corporation | Public company | Director (former) | — |
- Related-party oversight: ARCC’s Audit Committee (chaired by Bates) reviews and approves related-party transactions and annual renewals of advisory/administration agreements with Ares affiliates; BDC regulations restrict affiliate transactions, with co-investments subject to an SEC exemptive order and committee findings .
Expertise & Qualifications
- Designated “audit committee financial expert”; deep experience in financial and accounting matters and oversight of valuation of illiquid assets .
- Former CFO/Treasurer roles; broad public board experience in financial services and investment companies .
- Education: B.B.A. in Accountancy (Notre Dame); M.B.A. in Finance & Economics (Cornell) .
Equity Ownership
| Category | Detail |
|---|---|
| Total beneficial ownership | 38,000 shares (less than 1% of class) |
| Direct vs. indirect | 30,000 direct; 8,000 indirect via spouse |
| Dollar range of ARCC equity | Over $100,000 |
| Stock ownership guidelines | Directors must hold ≥2.5× annual cash retainer; all directors compliant as of March 5, 2025 |
| Hedging/pledging | Prohibited for directors under insider trading policy (no hedging/monetization or pledging/margin accounts) |
| Section 16 compliance | Company reports directors complied with Section 16(a) in FY2024 (exception noted for another officer; none for Bates) |
Governance Assessment
-
Positives
- Independent director with audit chair responsibilities and “financial expert” status; strong oversight on financial reporting, fair value, and related-party transactions, which supports investor confidence .
- Meaningful personal share ownership (38,000) and compliance with stock ownership guidelines; prohibitions on hedging/pledging enhance alignment .
- Active committee participation including Co-Investment Committee, providing checks on affiliate co-investments under SEC exemptive frameworks .
-
Potential conflicts / red flags to monitor
- Multiple trustee roles at Ares-affiliated registered funds (Ares Strategic Income Fund; Ares Core Infrastructure Fund) create potential perceived interlocks; mitigated by formal independence determinations and robust related-party policies and Audit Committee oversight .
- Historical Allied Capital directorship coincided with ARCC’s acquisition era; no current conflict but relevant background for transaction oversight profile .
-
Engagement/attendance
- Board/committee meeting cadence robust; directors, including Bates, met attendance thresholds, indicating engagement .
-
Compensation structure
- Cash-only director fees (no equity grants or options); alignment achieved via stock ownership guidelines rather than board equity awards .
Employment & Contracts (Director Protections)
- Indemnification agreements provide advancement of expenses and indemnification to the extent permitted under Maryland law and the Investment Company Act for directors/officers and USDL Investment Committee members .