Steven B. McKeever
About Steven B. McKeever
Steven B. McKeever (age 64) is an independent Class I director of Ares Capital Corporation (ARCC) who has served since 2012; his current term expires at the 2026 annual meeting . He is Chief Executive Officer of Hidden Beach Recordings (since 1997), with prior senior roles at Motown Records (EVP, Talent & Creative; SVP, A&R) and earlier legal practice at Irell & Manella; he founded MoJAZZ Records and served as Executive Producer of entertainment for the 2011 Martin Luther King, Jr. Memorial dedication . McKeever holds a B.S. from the University of Illinois at Urbana Champaign and a J.D. from Harvard Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Motown Records | EVP Talent & Creative Affairs; SVP A&R | 1991–1995 | Created MoJAZZ (1992); instrumental in Motown sale to PolyGram (1993) |
| Irell & Manella LLP | Entertainment Lawyer | Early career | Legal foundation in entertainment transactions |
| MLK Jr. Memorial Dedication | Executive Producer of Entertainment | 2011 | National event production leadership |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| Ares Strategic Income Fund (ASIF) | Trustee | Current | Chairperson, Nominating and Governance Committee |
| National Academy of Recording Arts & Sciences (GRAMMYs), LA Chapter | Governor | 2001–2003; 2008–2010 | Governance experience in industry body |
| Various charitable organizations (e.g., City of Hope) | Director/Supporter | Ongoing | Philanthropic engagement |
Board Governance
- Independence: The board determined McKeever is independent under the Investment Company Act/NASDAQ rules .
- Committee assignments: Chairperson, Nominating & Governance Committee; member, Co‑Investment Committee (all independent) .
- Board leadership: Lead Independent Director is Eric B. Siegel, facilitating executive sessions and independent director coordination .
- Attendance: In 2024, the board held 8 meetings; audit 6; nominating & governance 2; co‑investment 22. All directors attended at least 75% of board and relevant committee meetings; four directors attended the annual meeting (virtual) .
- Risk oversight: Independent committees oversee financial reporting, valuation, governance, and co‑investment approvals under an SEC exemptive order; CCO reports at least annually and quarterly, with executive sessions .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (McKeever) | $252,000 | Independent directors only receive cash compensation |
| Annual base cash retainer (independent directors) | $200,000 | Excludes meeting/committee fees |
| Board meeting fee | $2,500 per meeting | Plus reasonable out-of-pocket reimbursement |
| Committee meeting fee | $1,000 per meeting | Plus reasonable out-of-pocket reimbursement |
| Lead Independent Director premium | $35,000 | Applies to Siegel |
| Audit Committee chair premium | $25,000 | Applies to Bates |
| Nominating & Governance chair premium | $10,000 | Applies to McKeever |
- No compensation is paid by ARCC to interested directors; executive officers receive no direct compensation from ARCC (compensated by Ares affiliates) .
Performance Compensation
- No equity grants, options, RSUs/PSUs, or performance-based director compensation disclosed for independent directors; director pay is cash-only .
- Clawback Policy adopted per NASDAQ/Exchange Act §10D applies to executive incentive-based compensation; not relevant to director cash retainers .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Consideration |
|---|---|---|
| Ares Strategic Income Fund (ASIF) | ARCC-affiliated registered investment company | McKeever is trustee and nom/gov chair; ARCC’s adviser/administrator are Ares subsidiaries, making ASIF a governance interlock; ARCC still deems him independent . |
- The Co‑Investment Committee of independent directors (including McKeever) reviews co‑investments under the SEC exemptive order, mitigating conflicts in shared Ares platforms .
Expertise & Qualifications
- Entrepreneur/operator: Founder & CEO of Hidden Beach Recordings since 1997; experience with small/mid-market businesses aligns with BDC borrower profile .
- Entertainment industry transactions: Senior roles at Motown (A&R, talent/creative) and label creation/sale expertise .
- Legal training: Harvard Law J.D.; early career in entertainment law .
- Governance: Chairs ARCC’s nominating & governance committee and ASIF’s nom/gov committee; prior governance roles at industry bodies .
Equity Ownership
| Metric | Mar 5, 2025 | May 13, 2025 |
|---|---|---|
| Shares Beneficially Owned | 58,315 | 59,593 |
| Percent of Class | <1% | <1% |
- Stock ownership guidelines: Directors must own equity ≥2.5× annual cash retainer; all directors were in compliance as of March 5, 2025 .
- Hedging/pledging: Directors prohibited from hedging/speculative trading and from pledging or margining ARCC securities .
- Section 16: Company reported timely compliance for FY2024 directors/executives (exception noted for an officer’s Form 3; not McKeever) .
Governance Assessment
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Strengths
- Independence affirmed; chairs N&G committee, signaling engagement in board composition, governance policies, and board evaluations .
- Attendance threshold met; active participation across a high volume of co‑investment reviews, reinforcing conflict oversight .
- Ownership alignment via guidelines, actual share ownership, and hedging/pledging prohibitions reduce misalignment risk .
- Board has lead independent director and regular executive sessions to balance interested Co‑Chairs .
-
Potential Risk Indicators
- Interlock with ASIF (Ares-affiliated) could present perceived conflicts given Ares’ advisory role; mitigants include independent committee structure, co‑investment committee oversight, and formal related‑party review policies .
- Broad Ares ecosystem increases structural conflicts; ARCC discloses allocation policies and regulatory constraints; audit committee oversees related-party transactions and advisory/administration fee approvals .
-
Net Assessment
- McKeever’s governance role, independence, and adherence to ownership/insider policies support board effectiveness. Interlocks with Ares entities are customary for ARCC’s structure but are managed through independent committees and formal policies, limiting direct conflict exposure in McKeever’s capacity .