Antoinette Bush
Ares ManagementAbout Antoinette Bush
Antoinette Bush (age 68) has served as an independent Class II director of Ares Management Corporation since January 2019. She is a regulatory and legislative affairs expert, previously Senior Advisor (2022–2023) and EVP/Global Head of Government Affairs (2013–2022) at News Corp; earlier a partner at Skadden where she led the Communications Group. Education: B.A. Wellesley College; J.D. Northwestern University Pritzker School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| News Corp | Senior Advisor | 2022–2023 | Government Affairs oversight |
| News Corp | EVP & Global Head of Government Affairs | 2013–2022 | Led global policy engagement |
| Skadden, Arps | Partner; Partner-in-charge, Communications Group | ~20 years (dates not individually specified) | Represented global media/telecom in regulatory, legal, transactional matters |
| Northpoint Technology Ltd | Executive Vice President | Prior to Skadden tenure | Led legal and regulatory strategy |
| U.S. Senate Commerce Committee (Communications Subcommittee) | Senior Counsel | Prior role | Legislative counsel experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The HistoryMakers | Chair, Board of Directors | Current | Non-profit leadership |
| Smithsonian Institution | Board of Regents | Current | Governance role |
| Children’s National Hospital | Board of Directors | Current | Health system governance |
| Ubicquia LLC | Director | Current | For-profit board (private) |
| Acuren Corporation | Director | Current | For-profit board (private) |
| Radius Global Infrastructure, Inc. | Director | Until 2023 | Former public company directorship |
Board Governance
- Independence: Board determined Bush is “independent” under NYSE rules; audit and conflicts committees are entirely independent due to Ares’ controlled-company status .
- Committees (2024–2025):
- Audit Committee: Member; committee met 6 times in 2024; Joubert (chair) .
- Compensation Committee: Member; committee met 4 times in 2024; Lynton (chair) .
- Conflicts Committee: Member; committee met 2 times in 2024 .
- Nominating & Governance Committee: Member (with Arougheti and Ressler); committee met 2 times in 2024; Ressler (chair) .
- Attendance and engagement:
- Board held 8 formal meetings in FY2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: An independent director presides over executive sessions of independent directors .
- Controlled company: Holdco members collectively control ≥80% of votes when the Ownership Condition is satisfied; Ares avails itself of NYSE controlled-company exemptions, including not having a fully independent nominating committee .
Fixed Compensation (Director)
| Component | Bush 2024 Amount | Notes |
|---|---|---|
| Annual director retainer (program) | $300,000 | Payable in cash and equity for service period (program-wide) |
| Cash fees actually paid (2024) | $170,000 | As disclosed in Directors’ Compensation Table |
| Committee cash fees (program) | Audit chair $40,000; Audit member $25,000; Nominating member $15,000 | Program design; Bush is audit member and nominating member (actual breakdown not itemized) |
| Charitable contribution (company-paid at director direction) | $15,000 | Company program for independent directors |
Performance Compensation (Director)
Ares does not use performance-based metrics for director pay; equity is time-based RSUs.
| Grant Type | Grant Date | Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Independent director annual RSUs | Aug 1, 2024 | 1,173 | $179,704 | 100% on 1-year anniversary |
No director options or option-like instruments are currently granted per Company policy .
Other Directorships & Interlocks
- Current public company boards: None disclosed besides Ares; prior public board: Radius Global Infrastructure (until 2023) .
- Compensation committee interlocks: None—no member of Ares’ compensation committee served as an executive of an entity where Ares executives served on the board or compensation committee during 2024 .
- Potential interlocks: Michael Lynton receives ≤$120,000 advisory fees and possible referral fees from an Ares fund advisory board (sports/media strategy); Board still determined independence of all named independent directors .
Expertise & Qualifications
- Regulatory and legislative affairs expertise (media, entertainment, telecom), senior corporate government affairs leadership, and prior Senate counsel experience .
- Legal credentials: J.D. Northwestern University; B.A. Wellesley College .
Equity Ownership
| Holder | Direct Class A Shares | Unvested RSUs | Total Beneficial Ownership | % of Class A Outstanding |
|---|---|---|---|---|
| Antoinette Bush | 20,101 | 1,173 | 21,274 | ~0.010% (21,274 ÷ 214,980,803) |
- Director stock ownership guidelines: Independent directors must own shares valued at 3× the cash component of the annual retainer; all directors have met or are on track to meet guidelines .
- Hedging/pledging policy: Insider trading policy prohibits hedging, speculative trading, short-selling, margin accounts or pledging company stock without prior approval .
Governance Assessment
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Strengths
- Broad regulatory/government affairs expertise complements Ares’ risk oversight and public-policy exposure; active service on Audit, Compensation, Conflicts, and Nominating committees indicates deep engagement .
- Confirmed independence; audit and conflicts committees fully independent; attendance thresholds met and Annual Meeting participation indicates engagement .
- Alignment: Equity-based retainer through RSUs and ownership guidelines enhance long-term alignment; insider trading policy restricts hedging/pledging .
-
Considerations / RED FLAGS
- Controlled-company governance: Nominating & Governance Committee includes non-independent directors (Executive Chairman Ressler and CEO Arougheti), which can dilute independence in director selection—mitigated by Bush’s presence but remains a structural risk .
- Advisory fee to another independent director (Lynton) from an Ares fund advisory board may present perceived conflicts at board level, though Board deemed independence under NYSE rules .
- No director-specific related-party transactions or pledging disclosed for Bush; continued monitoring recommended given conflicts committee remit .
-
Shareholder feedback and pay governance context
- Recent say-on-pay support (91.3% in 2022) suggests overall compensation philosophy acceptance; not director-specific but relevant to governance climate .
Notes on Related-Party Exposure and Policies
- Related-person transaction oversight: Audit and conflicts committees review/approve transactions with related persons; Company policies generally prohibit conflicts and require committee waivers where applicable .
- Clawback policy: Adopted and compliant with NYSE Section 10D rules; applies to executive incentive-based compensation from Oct 2, 2023; not directly applicable to director RSUs .
Insider Trades
- The proxy does not disclose director Form 4 trading activity; Company insider trading policy restricts speculative transactions, hedging, short-selling, margin accounts and pledging absent compliance approval . The “Securities of Publicly Traded Vehicles” section notes no director purchases in 2024 offerings by Ares publicly traded vehicles .