Eric B. Siegel
About Eric B. Siegel
Eric B. Siegel, 67, has served as an independent director of Ares Capital Corporation (ARCC) since 2004 and as Lead Independent Director since 2010. He currently serves on ARCC’s Audit Committee and Nominating and Governance Committee. Siegel holds a B.A. in History from UCLA (summa cum laude, Phi Beta Kappa) and a J.D. from UCLA School of Law (Order of the Coif), and brings corporate law, investment firm, and multi-decade board experience to ARCC’s governance oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| El Paso Electric Company (NYSE) | Director; Chair of Executive Committee and Nominating & Governance Committee; Member of Audit and Security Committees | 1996–2020 | Chaired key governance and executive oversight; served on audit and security committees |
| Apollo Advisors, L.P.; Lion Advisors, L.P. | Retired Limited Partner | Not disclosed | Private investment management firms affiliation (retired) |
| Kerzner International Ltd. | Director (past) | Not disclosed | Board experience at public/private companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Milwaukee Brewers Baseball Club | Special Advisor to the Chairman; Board of Advisors member | Since 2005 | Advisory role to ownership/leadership |
| Ares Strategic Income Fund | Trustee; Lead Independent Trustee; Member of Audit and Nominating & Governance Committees | Current | Lead independent oversight; audit and governance committee participation |
| Friends of the Los Angeles Saban Free Clinic | Director | Current | Non-profit board service |
| Marlborough School | Trustee (past) | Not disclosed | Education non-profit board service |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent under NASDAQ BDC standards; Board affirmatively determined no material business or professional relationship with the Company or affiliates beyond board service |
| Lead Independent Director | Lead Independent Director since 2010 |
| Board class/term | Class III Director since 2004; standing for re-election at the 2025 Annual Meeting for a term expiring in 2028 |
| Committee memberships | Audit Committee; Nominating & Governance Committee |
| Committee chair roles | Not disclosed as chair at ARCC; Audit Committee chaired by Ann Torre Bates (committee members include Siegel) |
| Annual meeting attendance policy | Encouraged but not required; four directors attended last year’s (virtual) annual meeting |
| Attendance (FY 2024) | All directors in office attended at least 75% of Board and respective committee meetings |
| FY 2024 Meeting Counts | Board | Audit Committee | Nominating & Governance | Co-Investment |
|---|---|---|---|---|
| Formal meetings held | 8 | 6 | 2 | 22 |
Fixed Compensation
| Compensation Component (FY 2024) | Amount/Terms |
|---|---|
| Annual cash retainer (Independent Directors) | $200,000 |
| Lead Independent Director fee | $35,000 |
| Board meeting fee | $2,500 per meeting + reasonable out-of-pocket reimbursement |
| Committee meeting fee | $1,000 per meeting + reasonable out-of-pocket reimbursement |
| D&O insurance | Company purchases directors’ and officers’ liability insurance |
| Eric B. Siegel – FY 2024 Director Compensation | Cash Fees | Total |
|---|---|---|
| Amount earned/received | $285,000 | $285,000 |
Performance Compensation
| Component | Details |
|---|---|
| Equity awards (RSUs/PSUs), options | None disclosed for directors; FY 2024 director compensation program comprised cash fees (see table above) |
| Performance metrics (TSR/EBITDA/ESG) | None disclosed for director compensation |
| Clawbacks/COC provisions | Not disclosed for directors |
Other Directorships & Interlocks
| Company/Fund | Type | Role | Tenure | Interlock/Notes |
|---|---|---|---|---|
| Ares Strategic Income Fund | Registered investment company | Lead Independent Trustee; Audit and Nominating & Governance Committees | Current | Within Ares fund complex; Board affirmed independence; no material business/professional relationships as of 3/5/2025 |
| El Paso Electric Company | Public company (utility) | Director; Committee chair/member roles | 1996–2020 | Past role within last 5 years; counted among “Other Directorships” |
Expertise & Qualifications
- Corporate law background and governance advisory experience; retired investment firm partner; over 30 years of public/private board service .
- Education: UCLA B.A. History (summa cum laude, Phi Beta Kappa); UCLA J.D. (Order of the Coif) .
- Board-level risk management and regulatory insight cited by Company as qualifications .
Equity Ownership
| As of Date | Total Beneficial Ownership (Shares) | Direct Shares | Indirect Shares | Notes |
|---|---|---|---|---|
| May 13, 2025 | 52,970 | 50,898 | 2,072 (through one child; disclaimed except to extent of pecuniary interest) | Represents <1% of outstanding shares (694,181,754 outstanding) |
| Ownership Alignment | Guideline | Compliance |
|---|---|---|
| Director stock ownership guidelines | Require equity holdings equal to 2.5× annual cash retainer (measured by market or purchase price; excludes pledged shares) | All directors in compliance as of March 5, 2025 |
| Dollar Range of Equity (as of March 5, 2025) | Range |
|---|---|
| Eric B. Siegel | Over $100,000 |
Insider Trades & Section 16 Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (FY 2024) | Company believes all directors complied with filing requirements; one exception noted pertains to an executive officer (Jim Miller’s initial Form 3 amended), not a director |
Governance Assessment
- Independence and leadership: Siegel is an independent director and Lead Independent Director since 2010, providing long-standing leadership among non-management directors; independence affirmatively determined by the Board under NASDAQ BDC standards .
- Committee effectiveness: Active on Audit and Nominating & Governance Committees; Audit Committee composition explicitly includes Siegel, with chair held by another independent director (Ann Torre Bates), supporting balanced oversight .
- Attendance and engagement: Board and committees met frequently in 2024; all directors met the 75% attendance threshold, indicating baseline engagement; the company encourages annual meeting attendance (four directors attended) .
- Compensation alignment: Director pay is cash-based, with added fees for lead independent role and meeting participation; absence of equity/option awards for directors reduces pay-for-performance misalignment risk; Siegel’s 2024 fees totaled $285,000 .
- Ownership alignment: Siegel beneficially owns 52,970 shares (<1% of class) with clear disclosure of direct vs. indirect holdings; directors are required to hold equity equal to 2.5× the annual cash retainer, and the company reports full compliance as of March 5, 2025, supporting alignment with shareholders .
- Interlocks/conflicts: Current lead independent trustee role at Ares Strategic Income Fund sits within the Ares complex, but the proxy affirms independence and absence of material relationships for independent directors; no related-party transactions involving Siegel are disclosed in the proxy excerpts reviewed .