Kipp deVeer
About Kipp deVeer
R. Kipp deVeer, 52, is an interested director of Ares Capital Corporation (ARCC) and served as Chief Executive Officer from July 2014 until April 30, 2025; he continues as Executive Vice President and a Class III director. He is a Director, Partner and Co-President of Ares Management Corporation; prior roles include President of ARCC (May 2013–July 2014), with earlier positions at RBC Capital Partners, Indosuez Capital, and J.P. Morgan. Education: B.A. from Yale University; M.B.A. from Stanford Graduate School of Business . Under his leadership period, ARCC’s shares generally traded at a premium to NAV in recent years; e.g., Q1 2025 high price represented a 20.13% premium to NAV and the May 15, 2025 close was ~9.33% above Q1 NAV .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ares Capital Corporation | Chief Executive Officer; Director | CEO: Jul 2014–Apr 30, 2025; Director since 2015 | Led ARCC through multi-year cycle; continued as EVP post-CEO; long-tenured sponsor of direct lending strategy |
| Ares Capital Corporation | President | May 2013–Jul 2014 | Transitioned ARCC leadership ahead of CEO appointment |
| RBC Capital Partners (Royal Bank of Canada) | Partner | Oct 2001–2004 | Led middle market financing and principal investment business |
| Indosuez Capital | Vice President, Merchant Banking | Pre-2001 | Principal investing experience in merchant banking |
| J.P. Morgan | Roles in Special Investment Group and Investment Banking | 1990s–early 2000s | Investment management and banking foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ares Management Corporation | Director, Partner, Co-President; Co-Chair of Operating Committee | Current | Oversight of Ares platform; potential influence on ARCC’s advisory alignment |
| Ares Strategic Income Fund | Trustee and Chairperson of Board of Trustees | Current | Governance and credit oversight in affiliated fund complex |
| Ares investment committees | Member: USDL, European Direct Lending, Pathfinder, Insurance Solutions | Current | Direct lending and multi-strategy investment decisions impacting ARCC ecosystem |
Fixed Compensation
| Component | ARCC Disclosure for R. Kipp deVeer |
|---|---|
| Director Cash Retainer | None (no compensation paid by ARCC to interested directors) |
| Meeting Fees | None (interested directors) |
| Equity Grants (Director) | None (interested directors) |
| ARCC Executive Compensation | Executive officers do not receive direct compensation from ARCC; services provided by investment adviser and administrator under governing agreements |
Note: As a BDC, ARCC’s executives (including deVeer) are compensated by Ares Capital Management LLC/Ares affiliates under the investment advisory and administration agreements; ARCC discloses adviser/administrator compensation rather than NEO pay .
Performance Compensation
| Metric (FY 2024) | Amount | Notes |
|---|---|---|
| Base Management Fee (to Investment Adviser) | $374 million | Accrued and earned under the investment advisory and management agreement |
| Income-Based Fee (to Investment Adviser) | $364 million | Accrued and earned per agreement; incentive structure tied to investment income |
| Capital Gains Incentive Fee (GAAP cumulative accrual) | $18 million | Accrued; no capital gains incentive fee payable for FY 2024 under agreement |
| Administrator Allocable Expenses | $12 million | Reimbursed by ARCC under administration agreement |
Implication: DeVeer’s economic incentives are indirectly linked to Ares’ fee structure (base + income-based + capital gains incentive) rather than ARCC NEO grants. Audit committee and majority of independent directors separately approve amounts payable to the adviser/administrator, functioning as compensation oversight for ARCC .
Equity Ownership & Alignment
| Metric | Mar 5, 2025 | May 13, 2025 |
|---|---|---|
| Beneficially Owned Shares | 300,000 | 300,000 |
| Percent of Class | <1% (“*”) | <1% (“*”) |
| Shares Outstanding | Not stated in table | 694,181,754 |
| Aggregate Dollar Range (as of Mar 5, 2025) | Over $1,000,000 | — |
- Ownership guidelines, hedging/pledging: Not disclosed in ARCC’s 2025 proxy; search of DEF 14A did not return explicit policies on hedging or pledging for directors/executives [SearchDocuments result: no matching info in Document 1].
Employment Terms
- Employment relationship: ARCC has no employees; executive officers (including deVeer) are employees/affiliates of the investment adviser/administrator; ARCC reimburses agreed expenses and pays advisory fees per agreements .
- Indemnification: ARCC has indemnification agreements with current directors/officers and USDL Investment Committee members, providing maximum indemnification permitted, including expense advancement .
- Transition: DeVeer ceased serving as CEO effective April 30, 2025; remains Executive Vice President and Class III director; Kort Schnabel appointed CEO effective April 30, 2025 .
- Severance, change-in-control, clawbacks, non-compete/non-solicit: Not disclosed for deVeer in ARCC proxy (consistent with adviser-employee structure) .
Performance & Track Record (Company-level indicators)
| Period | NAV ($) | High Price Premium to NAV (%) | Low Price Premium (Discount) to NAV (%) |
|---|---|---|---|
| Q1 2024 | 19.53 | 6.61% | 2.10% |
| Q2 2024 | 19.61 | 10.05% | 3.21% |
| Q3 2024 | 19.77 | 7.64% | 0.15% |
| Q4 2024 | 19.89 | 11.97% | 4.27% |
| Q1 2025 | 19.82 | 20.13% | 7.37% |
- On May 15, 2025, ARCC closed at $21.67, ~9.33% above Q1 2025 NAV, reflecting consistent premium trading dynamics during deVeer’s leadership transition period .
Board Governance
| Attribute | Details |
|---|---|
| Director status | DeVeer is an “interested director” (affiliated with the adviser; served as CEO; Co-President at Ares) . |
| Board leadership | Co-Chairs: Mitchell Goldstein and Michael L. Smith (both interested directors) . Lead Independent Director: Eric B. Siegel (since Aug 2010) . |
| Audit Committee | Members: Ann Torre Bates (Chair), Mary Beth Henson, Michael K. Parks, Eric B. Siegel; all independent; also performs compensation committee role for ARCC (approves adviser/admin compensation) . |
| Nominating & Governance Committee | Members: Daniel G. Kelly, Jr., Steven B. McKeever (Chair), Eric B. Siegel; all independent . |
| Co-Investment Committee | Members: Ann Torre Bates, Mary Beth Henson, Daniel G. Kelly, Jr., Steven B. McKeever, Michael K. Parks, Eric B. Siegel; all independent . |
| 2024 meeting activity | Board: 8; Audit: 6; Nominating & Governance: 2; Co-Investment: 22; all directors in office attended ≥75% of meetings . |
Dual-role implications: DeVeer’s affiliation with Ares (adviser) and prior CEO status make him non-independent; independent committees and a designated Lead Independent Director provide governance checks. Audit committee’s compensation oversight focuses on adviser/admin fees rather than NEO pay .
Director Compensation (for deVeer at ARCC)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash (2024) | None (interested director) |
| Total (2024) | None |
Related Party Transactions & Conflicts
- ARCC pays significant advisory and administrative fees to Ares affiliates: $374 million base management fee; $364 million income-based fee; $12 million administrator allocable expenses for FY 2024; capital gains incentive fee accrued $18 million (no payable) .
- Audit committee reviews and approves related person transactions, and separately approves investment adviser and administrator agreements and compensation; majority of independent directors also approve advisory compensation per Investment Company Act Section 15(c) .
Say-on-Pay & Shareholder Feedback
- ARCC does not pay direct executive compensation; proxy focuses on board elections, auditor ratification, and governance; director independence and committee structures disclosed. No say-on-pay results disclosed for 2024 given adviser-compensation model .
Risk Indicators & Red Flags
- Section 16(a) compliance: ARCC reports directors/officers complied with filing requirements in 2024; one Form 3 for Jim Miller was amended due to inadvertent underreporting; no issues cited for deVeer .
- Hedging/pledging: No explicit disclosure for deVeer found in 2025 proxy; not determinative of absence—simply not disclosed in the DEF 14A [SearchDocuments result: no matching info in Document 1].
- Independence: Board led by interested Co-Chairs; deVeer is interested; mitigants include independent committees and Lead Independent Director .
Compensation Peer Group
- Not applicable for ARCC executives due to adviser-compensation model; independent directors have fixed fees and meeting fees; audit committee oversees adviser/admin compensation rather than NEO benchmarking .
Expertise & Qualifications
- Finance and investing pedigree: leadership across Ares’ credit strategies and investment committees; extensive leveraged finance and investment management experience .
- Education: Yale B.A.; Stanford M.B.A. .
- Fund complex oversight: two portfolios in the fund complex; other public company directorships include Ares Management Corporation .
Equity Trading Signals
- Beneficial ownership stable at 300,000 shares between March 5, 2025 and May 13, 2025; percent of class below 1% per proxy tables .
- No insider trading pattern commentary available from ARCC’s 2025 proxy; Section 16 compliance noted; Form 4 details not provided in proxy .
Investment Implications
- Pay-for-performance alignment: DeVeer’s incentives flow through Ares’ advisory economics—base and income-based fees plus potential capital gains incentive—rather than ARCC NEO grants, focusing alignment on portfolio income generation and realized gains; audit committee oversees this construct .
- Retention: Continued role as Executive Vice President and broad Ares responsibilities suggest ongoing engagement; dual roles with Ares indicate high institutional embeddedness and low near-term transition risk at ARCC .
- Ownership alignment: 300,000 shares held, less than 1% of the float; meaningful dollar range “over $1,000,000” aligns personal capital, though not a controlling stake; no pledging disclosures observed in proxy .
- Governance: Interested Co-Chairs and deVeer’s non-independence raise standard BDC-affiliation considerations; mitigated by strong independent committee structures and long-tenured Lead Independent Director; audit committee doubles as compensation committee to approve adviser/admin pay .
- Trading context: ARCC’s durable premium to NAV in 2024–Q1 2025 indicates investor confidence; while not a deVeer-only metric, it frames incentive success in maintaining portfolio quality and distributable income .