Mitchell Goldstein
About Mitchell Goldstein
Mitchell Goldstein (age 58) is an interested director and Co‑Chairperson of Ares Capital Corporation’s (ARCC) Board, serving as a Class II director since 2024. He is Partner and Co‑Head of the Ares Credit Group, Co‑CEO and trustee of Ares Strategic Income Fund, and Vice President and interested trustee of CION Ares Diversified Credit Fund. He holds a B.S. in Accounting from SUNY Binghamton (summa cum laude) and an MBA from Columbia Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ares Capital Corporation (ARCC) | Co‑Chairperson; Director (Class II) | Since Oct 2024 (term expires 2027) | Board leadership; not on Board’s audit/nominating/co‑investment committees (independent-only) |
| Ares Management – Credit Group | Partner; Co‑Head | Since May 2005 | USDL, Commercial Finance, Pathfinder, Strategic Income Fund ICs; Infrastructure Debt IC; Asia Direct Lending (Australia) IC |
| Ares Strategic Income Fund | Co‑CEO; interested trustee | Current | Interested trustee; portfolio/investment oversight |
| CION Ares Diversified Credit Fund | Vice President; interested trustee | Current | Governance/oversight |
| Credit Suisse First Boston (post DLJ merger) | Managing Director, Financial Sponsors Group | 2000–2005 | M&A/restructuring/capital raising; PE sponsor coverage |
| Donaldson, Lufkin & Jenrette / Indosuez Capital | Principal; Investment Committee member | 1998–2000 | Leveraged transactions across products/asset classes |
| Bankers Trust | Various roles | 1993–1998 | Leveraged finance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ivy Hill Asset Management GP, LLC | Board of Managers (IHAM GP) | Current | IHAM investment oversight |
| Ares Credit Group | Member, multiple Investment Committees | Current | USDL, Commercial Finance, Pathfinder, Strategic Income Fund, Infrastructure Debt, Asia Direct Lending (Australia) |
Board Governance
- Structure and independence: ARCC’s Board has three standing committees (audit, nominating & governance, co‑investment), all comprised solely of independent directors; Goldstein is an “interested” director due to his Ares affiliations and does not sit on those committees .
- Leadership: Goldstein and Michael L. Smith serve as Co‑Chairs; Eric B. Siegel is the Lead Independent Director, chairing executive sessions of independent directors and acting as liaison with Co‑Chairs and management .
- Engagement/attendance: In 2024 the Board held 8 formal meetings; audit 6; nominating & governance 2; co‑investment 22. All directors then in office attended at least 75% of Board and applicable committee meetings; four directors attended the annual meeting (virtual) .
- Risk oversight: Independent-only committees oversee financial reporting, fair value, related‑party approvals (audit), and board evaluations/governance policies (nominating); the co‑investment committee reviews co‑investments pursuant to an SEC exemptive order .
Fixed Compensation
- ARCC pays no compensation to interested directors. Goldstein receives no ARCC director fees; interested directors are compensated by Ares Management and affiliates for their roles there . | Component (FY 2024) | Amount | |---|---| | ARCC Board cash retainer/meeting fees | None (interested directors not paid by ARCC) | | Directors’ & officers’ liability insurance coverage | Purchased for directors/officers (company level) |
Performance Compensation
- ARCC does not pay incentive/equity compensation to directors; executive officers of ARCC receive no direct compensation from the company. ARCC compensates its external adviser (Ares Capital Management) via management/performance fees and reimburses the administrator (Ares Operations) for allocable costs .
- Clawback/hedging/pledging policies: ARCC adopted a NASDAQ‑compliant clawback policy for incentive‑based pay (executive officers); prohibitions on hedging, short‑selling, and pledging apply to directors/officers of ARCC/adviser/administrator .
| Fee Streams to Affiliates (FY 2024) | Amount |
|---|---|
| Base management fee (adviser) | $374 million |
| Income‑based fee (adviser) | $364 million |
| Capital gains incentive fee (GAAP accrual; payable = $0) | $18 million accrued; $0 payable under agreement |
| Admin allocable expenses (administrator) | $12 million |
Other Directorships & Interlocks
| Entity | Role | Potential Interlock/Conflict |
|---|---|---|
| Ares Strategic Income Fund | Co‑CEO; interested trustee | Same firm complex; investment committee overlaps |
| CION Ares Diversified Credit Fund | Vice President; interested trustee | Same firm complex |
| Ares Management affiliates | Partner/committee memberships | Adviser/administrator to ARCC; fee relationships |
| Ivy Hill Asset Management GP, LLC | Board of Managers | IHAM is an ARCC portfolio company; admin agreement with Ares Operations |
- Related‑party governance: ARCC’s audit committee reviews and approves related‑party transactions (Item 404) and separately approves adviser/administrator fees; BDC regulatory constraints limit affiliate transactions; co‑investment committee operates under SEC exemptive order to manage co‑investments .
Expertise & Qualifications
- Deep leveraged finance and investment management experience (Ares Credit Group leadership; multiple investment committees) .
- Prior senior investment banking roles (CSFB/DLJ; Indosuez; Bankers Trust) covering M&A, restructurings, and capital raising for PE sponsors .
- Academic credentials: SUNY Binghamton (Accounting, summa cum laude); Columbia MBA .
Equity Ownership
- Stock ownership guidelines: Directors must own ARCC equity equal to 2.5× the annual cash retainer of independent directors; all directors were in compliance as of March 5, 2025 .
| Metric | Mar 5, 2025 | May 13, 2025 |
|---|---|---|
| Shares beneficially owned | 364,539 | 366,592 |
| Percent of shares outstanding | <1% (based on 681,588,467 shares) | <1% (based on 694,181,754 shares) |
| Aggregate dollar range of ARCC equity | Over $1,000,000 | — |
- Pledging/hedging: Prohibited by ARCC’s insider trading policy (alignment positive) .
- Section 16 compliance: ARCC reported directors/officers complied with Section 16(a) filing requirements for 2024 (exception noted for Jim Miller, not Goldstein) .
Governance Assessment
- Strengths: Independent‑only committees with defined risk and related‑party oversight; Lead Independent Director overseeing executive sessions; prohibitions on hedging/pledging; stock ownership guidelines; clawback policy adoption .
- Conflicts/Red Flags: Goldstein is an “interested” director with multiple roles at Ares and affiliated funds; ARCC pays significant fees to the Ares adviser/administrator; overlapping investment committees create inherent conflicts of interest typical of externally managed BDCs (mitigated by audit committee approvals, allocation policies, and co‑investment procedures) .
- Engagement: Board/committee cadence and attendance thresholds met in 2024; co‑investment committee met frequently (22 times), indicating active oversight of affiliate co‑investments .
- Signal to investors: Leadership continuity and deep credit expertise support execution; however, independence optics are weaker given co‑chair roles filled by interested directors, placing greater reliance on robust independent committee functioning and lead independent director processes .