Lisa Morgan
About Lisa Morgan
Lisa Morgan, 49, has served as Chief Compliance Officer (CCO) of Ares Capital Corporation (ARCC) since April 2019; she is a Partner and Chief Compliance Officer, Registered Products, in the Ares Compliance Group and also CCO for Ares Dynamic Credit Allocation Fund, Inc., CION Ares Diversified Credit Fund, Ares Private Markets Fund, Ares Strategic Income Fund, and Ares Core Infrastructure Fund . She holds a B.A. in Sociology and Spanish from Providence College and a J.D. from the University of North Carolina at Chapel Hill . ARCC is externally managed; executive officers (including the CCO) do not receive direct compensation from ARCC, and compensation is paid by Ares Management pursuant to advisory/administration agreements, with ARCC’s 2024 fees summarized below . ARCC maintains a clawback policy covering executive officers for incentive-based compensation, and an insider trading policy prohibiting hedging and pledging of ARCC securities, both of which support alignment and reduce trading-related risks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eversheds Sutherland (Business Practices Group) | Partner | 2003–2017 | Focused on formation, regulation, and operation of public and private funds, including BDCs . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Ares Management – Ares Compliance Group | Partner and Chief Compliance Officer, Registered Products | 2017–present |
| Ares Dynamic Credit Allocation Fund, Inc. | Chief Compliance Officer | 2017–present |
| CION Ares Diversified Credit Fund | Chief Compliance Officer | 2017–present |
| Ares Private Markets Fund | Chief Compliance Officer | 2017–present |
| Ares Strategic Income Fund | Chief Compliance Officer | 2017–present |
| Ares Core Infrastructure Fund | Chief Compliance Officer | 2017–present |
Fixed Compensation
- ARCC executive officers receive no direct compensation from ARCC; services are provided by employees/affiliates of the investment adviser (Ares) and administrator per the investment advisory and management agreement and administration agreement .
| FY 2024 ARCC Payments to Adviser/Administrator | Amount (USD) |
|---|---|
| Base management fee (accrued/earned) | $374 million |
| Income-based fee (accrued/earned) | $364 million |
| Capital gains incentive fee (GAAP cumulative accrual as of 12/31/2024; actually payable under agreement for 2024) | $18 million accrued; $0 payable |
| Administrator allocable expenses (payable by ARCC) | $12 million |
Notes:
- No stock options or equity compensation plans exist at ARCC; “There are no outstanding options or warrants” and “No stock has been authorized for issuance under any equity compensation plans” .
Performance Compensation
- ARCC does not pay performance compensation directly to executive officers; compensation is determined and paid by Ares Management (the adviser/administrator) and is not disclosed at the individual executive level in ARCC’s proxy .
- Clawback policy: Applies to current/former executive officers for incentive-based compensation received from ARCC during the three completed fiscal years preceding any required accounting restatement; recovery equals the excess over restated amounts; aligns with Nasdaq Rule 10D .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable at ARCC (executives not paid by ARCC; no ARCC equity plan) | — | — | — | — | — |
Equity Ownership & Alignment
- Individual beneficial ownership for Lisa Morgan was not separately disclosed in ARCC’s 2025 proxy beneficial ownership tables (which list directors and named executive officers only) .
- Stock ownership guidelines: The Board expects directors and executive officers to own significant equity; formal numeric guidelines apply to directors (2.5x annual cash retainer). All directors were in compliance as of March 5, 2025 .
- Hedging/pledging: Prohibited for ARCC executive officers and for personnel of the adviser/administrator; short sales, derivative speculation, and holding/pledging in margin accounts are prohibited . Preclearance and 10b5-1 plan requirements apply, including cooling-off periods and good-faith certifications .
| Alignment Factor | Status |
|---|---|
| Individual ARCC share ownership for Lisa Morgan | Not disclosed in ARCC beneficial ownership tables |
| Hedging/short sales of ARCC securities | Prohibited |
| Pledging/margin of ARCC securities | Prohibited |
| 10b5-1 plan usage | Permitted with preclearance; cooling-off and good-faith rules apply |
| Director ownership guideline | 2.5x annual cash retainer; directors in compliance as of 3/5/2025 |
Contextual ownership figures:
- Shares outstanding: 681,588,467 as of March 5, 2025; 694,181,754 as of May 13, 2025 .
Employment Terms
| Term | Detail |
|---|---|
| Office/Term | Chief Compliance Officer since April 2019; indefinite term |
| Employment relationship | Externally managed BDC; executive officers are employees/affiliates of adviser/administrator; ARCC has no employees |
| Employment contract with ARCC | Not disclosed; executive compensation/terms set by adviser/administrator |
| Severance/Change-of-control with ARCC | Not disclosed; no ARCC executive compensation program |
| Indemnification | ARCC has indemnification agreements with its officers (including CCO) to maximum extent under Maryland law/Investment Company Act; advancement of expenses provided |
| Clawback | ARCC clawback policy covers executives for incentive-based compensation from ARCC tied to restatements |
| Insider trading | Strict policy; preclearance required; prohibits hedging/pledging/shorting; 10b5-1 plans permitted with constraints |
Performance & Track Record (Company context relevant to comp alignment)
- ARCC trades relative to NAV; on May 15, 2025, the last reported closing price was $21.67 per share, a premium of ~9.33% to NAV as of March 31, 2025, reflecting positive market valuation against book and supporting alignment for stakeholders subject to ownership policies .
- As an externally managed BDC, fees paid to Ares (base and income-based) scale with assets and income, which is overseen by ARCC’s audit committee acting in the role of compensation committee; this structure, and lack of ARCC-paid executive comp, defines incentive alignment at the adviser level rather than within ARCC .
Governance and Compliance Infrastructure
- Compensation committee function is performed by the Audit Committee (independent directors); the committee separately approves amounts payable to the adviser and administrator under the advisory and administration agreements; the base/advisory compensation is also approved by a majority of independent directors per Section 15(c) of the Investment Company Act .
- Section 16(a) compliance: ARCC reported compliance by directors and executive officers for 2024, with one exception unrelated to Lisa Morgan (Jim Miller’s initial Form 3 corrected March 7, 2025) .
Investment Implications
- Compensation alignment: Lisa Morgan receives no ARCC-paid salary/bonus/equity; there is no ARCC equity plan and no option overhang, reducing dilution risk and removing ARCC-driven vesting-related selling pressure; alignment is enforced via governance policies (clawback, insider trading, hedging/pledging prohibitions) rather than ARCC equity incentives .
- Retention risk: Retention levers (compensation, severance, non-compete) reside at Ares Management and are not disclosed by ARCC; the breadth of her Registered Products CCO mandate across multiple Ares funds suggests institutional anchoring but limits transparency for public investors .
- Trading signals: Prohibitions on hedging/pledging and mandatory preclearance/10b5-1 governance reduce the probability of opportunistic or leveraged selling; absence of disclosed individual ownership/option positions limits use of insider-selling analytics for Ms. Morgan specifically .
- Governance oversight: The audit committee’s role over adviser/administrator fees and the existence of indemnification and clawback policies provide structural protections; however, investor assessment of pay-for-performance must focus on adviser-level incentives and company-level fee metrics, not ARCC NEO disclosures for Lisa Morgan .