Jana Markowicz
About Jana Markowicz
Jana Markowicz is Chief Operating Officer (COO) of Ares Capital Corporation (ARCC) since January 2023; she is 44 years old as of March 5, 2025, and also serves as Partner and COO for U.S. Direct Lending in the Ares Credit Group . She joined Ares in 2005 after serving as an analyst in Citigroup’s Leveraged Finance Group (formerly Salomon Smith Barney) and holds a B.S. in Engineering from the University of Pennsylvania with a concentration in Economic and Financial Systems . Company context during her tenure: ARCC was the largest publicly traded BDC by market capitalization as of December 31, 2024, and its stock traded at a 9.33% premium to NAV on May 15, 2025 (based on Q1’25 NAV), indicating positive market positioning .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ares Capital Corporation (ARCC) | Chief Operating Officer | Jan 2023–present | Leads ARCC operating platform; also serves within Ares complex supporting fund operations . |
| Ares Management – U.S. Direct Lending | Partner; Chief Operating Officer | 2005–present | Senior leadership for U.S. Direct Lending strategy; operational execution and investment process support . |
| Citigroup (Salomon Smith Barney) | Analyst, Leveraged Finance Group | Pre-2005 | Executed financings across industries; foundational leveraged finance experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ares Strategic Income Fund (ASIF) | Chief Operating Officer; Member, ASIF Investment Committee | Current | Operates affiliated BDC structure and participates in investment committee decisions . |
Fixed Compensation
ARCC is externally managed; its executive officers, including the COO, do not receive direct compensation from ARCC. Compensation is paid by Ares Capital Management LLC (the investment adviser) or Ares Operations LLC (the administrator) under the advisory and administration agreements; ARCC reimburses allocable costs but does not disclose individual executive pay (no base salary, bonus, or equity awards from ARCC) .
| Component | Disclosure | Notes |
|---|---|---|
| Base Salary | Not paid by ARCC; no executive salary disclosed | Executive officers receive no direct compensation from ARCC . |
| Target Bonus % | Not disclosed by ARCC | Executive compensation set by Ares; not reported at ARCC level . |
| Actual Bonus | Not disclosed by ARCC | Not reported at ARCC level . |
| Stock/Option Awards from ARCC | None disclosed | ARCC does not grant executive equity; executives are compensated by the adviser/administrator . |
Performance Compensation
ARCC does not disclose incentive plan metrics (revenue, EPS, TSR, ESG, etc.) for executive officers because they do not receive direct compensation from ARCC; any incentive structure would be within Ares Management and not reported here . ARCC has adopted a clawback policy compliant with NASDAQ/SEC rules that applies to executive officers for incentive-based compensation if a restatement occurs (three-year lookback) .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Executive incentive metrics | Not disclosed by ARCC | Not disclosed | Not disclosed | Not disclosed | Not disclosed . |
Clawback: If ARCC must restate financials, the Board will seek recovery of “Overpayment” of incentive-based compensation from covered executives for the prior three completed fiscal years; applies to current/former executive officers as defined by SEC/NASDAQ .
Equity Ownership & Alignment
| Item | Status | Evidence |
|---|---|---|
| Individual ARCC share ownership (J. Markowicz) | Not individually disclosed in 2025 proxy | Jana is listed as an executive officer, but only directors and named executive officers have tabulated ownership; Jana is not included in the table . |
| Group ownership (Directors, executive officers, certain other officers – 19 persons) | 3,309,520 shares (aggregate) | Reported as of March 5, 2025 (each listed person <1% of class) . |
| Hedging/short/derivatives | Prohibited for executive officers and directors | Insider trading policy bans puts/calls, short-selling, hedging/monetization on ARCC securities . |
| Pledging/margin | Prohibited for executive officers and directors | Cannot hold ARCC securities in margin accounts or pledge as collateral . |
| Stock ownership guidelines | Directors only (2.5x annual cash retainer) | Policy applies to directors; all directors in compliance as of March 5, 2025; executive officer ownership guidelines are not specified . |
Employment Terms
| Term | Detail |
|---|---|
| Current position | Chief Operating Officer, ARCC (since January 2023) . |
| Employment agreement/term | Not disclosed at ARCC (executives are personnel of adviser/administrator) . |
| Severance/change-of-control provisions | Not disclosed at ARCC; no executive severance or golden-parachute terms presented in the proxy . |
| Non-compete/non-solicit/garden leave | Not disclosed at ARCC level . |
| Clawback coverage | Yes—Board-approved policy applies to executive officers for incentive-based compensation in restatement scenarios (3-year lookback) . |
Performance & Track Record
| Company Indicator | Latest Data | Notes |
|---|---|---|
| Largest publicly traded BDC by market cap | Yes (as of Dec 31, 2024) | Context for platform scale during tenure . |
| Stock premium to NAV | +9.33% (May 15, 2025 close vs. Mar 31, 2025 NAV) | $21.67 stock price; premium to Q1’25 NAV per disclosure . |
Compensation Committee Analysis
- ARCC’s audit committee functions as its compensation committee; however, ARCC executives do not receive direct compensation from ARCC. The audit committee separately approves fees under the investment advisory and administration agreements; there is no company-level executive pay table or pay-for-performance disclosure for executives .
- No “say-on-pay” proposal appeared on the 2025 annual meeting agenda (directors and auditor only), consistent with the externally managed structure and absence of ARCC-paid executive compensation .
Expertise & Qualifications
- Partner and COO for U.S. Direct Lending at Ares; operational leadership in a leading private credit platform .
- Prior leveraged finance experience at Citigroup; engineering and economic systems academic background (UPenn) .
Investment Implications
- Alignment: Executive pay is set and paid by the external adviser (Ares); ARCC does not disclose individual executive compensation or incentive metrics, limiting transparency into pay-for-performance linkage at the public company level . Hedging and pledging bans plus a robust clawback policy mitigate misalignment and enforcement risks for executive officers at ARCC .
- Retention: A 20-year Ares tenure (joined 2005) and concurrent leadership roles at Ares/ASIF suggest organizational embeddedness; no ARCC-level severance or change-in-control economics are disclosed for executives .
- Trading signals: No Jana-specific Form 4 ownership or transactions are disclosed in ARCC’s proxy; group insider ownership is reported but without her individual line item. Anti-hedging/pledging policies reduce risk of forced selling from margin or hedged positions; monitor future Form 4 filings for transaction activity and vesting-related selling pressure .
- Governance context: With the audit committee acting as compensation committee and the adviser model, ARCC’s board oversight centers on advisory/administration fees and compliance rather than executive pay plans; absence of a say-on-pay vote reflects this structure .