Bennett Rosenthal
Ares ManagementAbout Bennett Rosenthal
Co-Founder of Ares Management Corporation; Director since March 2014; Chairman of the Ares Private Equity Group. Age 61; education: B.S., summa cum laude, and M.B.A. (with distinction), The Wharton School, University of Pennsylvania . Joined Ares in 1998 from Merrill Lynch, where he was a Managing Director in Global Leveraged Finance . Under his co-leadership, firm TSR rose from a $100 base at 12/31/2019 to $585 at 12/31/2024, while Fee Related Earnings increased from $431.2m (2020) to $1,361.7m (2024); After-tax Realized Income per share rose from $1.86 (2020) to $3.97 (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ares Management Corporation | Co-Founder; Director (Class II) | Director since March 2014 | Leadership of Private Equity; investment committee roles across Corporate Opportunities, Energy Opportunities, Extended Value; credit/opportunistic and sports/media committees . |
| Ares Capital Corporation | Co‑Chairman (prior); Chairman Emeritus | — | Leadership and governance of listed BDC; continued legacy affiliation as Chairman Emeritus . |
| Merrill Lynch & Co., Inc. | Managing Director, Global Leveraged Finance | Pre‑1998 | Leveraged finance origination and execution; foundation for Ares PE strategy . |
External Roles
| Organization | Role | Years |
|---|---|---|
| City Ventures, TAG (The Aspen Group), CHG Healthcare, Duly Health and Care, LaserAway, Press Ganey, TricorBraun, Unified Women’s Healthcare | Director (portfolio company boards) | Current |
| Los Angeles Football Club / LAFC Foundation | Lead Managing Owner and Director; Foundation board | Current |
| The Wharton School (Graduate Executive Board) | Chair | Current |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | — | — | — |
| Target annual bonus (%) | Not disclosed | Not disclosed | Not disclosed |
| Cash bonus paid ($) | — | — | — |
Rosenthal, like other founder‑NEOs, generally does not receive salary or cash bonus; compensation is primarily via carried interest distributions linked to fund performance .
Performance Compensation
| Incentive type | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock awards (grant date fair value, $) | — | — | — |
| Option awards | None disclosed | None disclosed | None disclosed |
| Carried interest distributions ($) | 8,562,353 | 9,911,244 | 5,296,376 |
| Incentive fees ($) | Not disclosed | Not disclosed | Not disclosed |
- How performance pay works at Ares (applicable firmwide): carried interest typically vests over five years with potential acceleration for partners; participants are personally subject to contingent repayment (clawback/“giveback”) if fund performance reverses; incentive fee structures include annual hurdles and high-water marks to discourage excessive risk-taking .
- Formal clawback policy (SEC 10D-compliant) applies to incentive-based compensation upon a required restatement; no recoveries as of the proxy date .
Equity Ownership & Alignment
| Ownership detail | Amount | Notes |
|---|---|---|
| Beneficial ownership of Class A shares (table total) | 0 shares; <1% | Reported line item in Security Ownership table . |
| Class A shares held via vehicle | 29,000 | Footnote notes a vehicle he may be deemed to control holds 29,000 shares . |
| Class A shares held on his behalf by Ares Owners | 1,076,052 | Held by Ares Owners; he disclaims beneficial ownership . |
| Ares Operating Group Units on his behalf | 8,321,596 | Held by Ares Owners; he disclaims beneficial ownership . |
| Unvested RSUs / options | None | No outstanding equity awards shown for Rosenthal at 12/31/2024 . |
| Hedging/pledging | Prohibited without prior approval | Insider trading policy prohibits hedging and pledging absent compliance approval . |
Alignment signals: substantial co-investments alongside Ares funds (see Related Party Transactions) and primary compensation via fund carry; limited mechanical stock‑vesting overhang given no RSU grants .
Employment Terms
- Contract/term: No individual employment agreement terms disclosed for Rosenthal in the proxy .
- Severance/change‑of‑control: Proxy details equity/severance mechanics for other NEOs; no specific equity awards or severance provisions disclosed for Rosenthal beyond general carried interest/incentive fee frameworks .
- Non‑compete/solicit: Non‑compete/non‑solicit covenants are described for certain NEO incentive fee structures; no specific disclosures for Rosenthal .
Board Governance
- Role and tenure: Director (Class II) since March 2014; not independent under NYSE rules (as a co‑founder/executive) .
- Committee service: Served on the Equity Incentive Committee (dissolved Feb 2025); other standing committees (Audit, Compensation, Conflicts, Nominating & Governance) are comprised of independent directors—he is not listed as a member .
- Attendance: Board held 8 meetings in FY2024; all directors attended ≥75% of Board/committee meetings during periods served .
- Controlled company: Ares is a “controlled company.” Ares Partners Holdco LLC—managed by co‑founders including Rosenthal—controls 80.67% of combined voting power via Class B and C and certain Class A holdings; Ares avails itself of certain NYSE governance exemptions (e.g., nominating/governance committee independence) .
- Executive sessions/leadership: CEO and Executive Chairman roles are separated; independent directors hold executive sessions presided by an independent director .
Director Compensation
| Item | 2024 |
|---|---|
| Director fees/stock awards to Rosenthal | Not paid (non‑independent director) |
Related Party Transactions (alignment and red‑flag scan)
- Firm use of founders’ private aircraft: Ares and affiliates paid $232,600 in 2024 for business use of the aircraft shared by Kaplan and Rosenthal (company reimburses at or below market rates) .
- Co‑investments: Rosenthal (including family/estate entities) invested $13,978,851 across Ares funds in 2024 and received $4,817,216 in distributions—evidence of skin‑in‑the‑game but also ongoing related‑party flow .
- Insider trading controls: Policy bans hedging/shorts and requires pre‑approval for pledging/margin; clawback policy adopted; no restatement‑driven recoupments as of proxy date .
Say‑on‑Pay & Shareholder Feedback
- 2022 Say‑on‑Pay approval: 91.3% support (covering FY2021 NEO compensation) .
- 2025 proposals include Say‑on‑Pay for FY2024 and Say‑on‑Frequency; Board recommends triennial frequency .
Performance & Track Record (company‑level indicators during tenure)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (value of $100) | $138 | $245 | $213 | $383 | $585 |
| Fee Related Earnings ($000s) | $431,231 | $712,308 | $994,350 | $1,163,741 | $1,361,737 |
| After‑tax Realized Income per share | $1.86 | $2.57 | $3.35 | $3.65 | $3.97 |
Ares’ TSR outperformed its selected peer index over the 5‑year span; pay‑versus‑performance disclosure shows alignment between realized pay and TSR/net income trends at the corporate level .
Equity Award Pressure and Vesting Schedules (selling pressure)
- Rosenthal had no stock awards outstanding at FY‑end 2024 and received no RSU grants in 2022‑2024, indicating minimal mechanical selling pressure from vesting events .
- Carried interest generally vests over five years, includes contingent repayment, and aligns distribution timing with realized fund performance, reducing short‑term sale incentives tied to stock .
Compensation Structure Analysis (pay‑for‑performance levers)
- Mix shifts: For Rosenthal, compensation is 100% variable via carried interest distributions (no salary/bonus/equity) across 2022‑2024—directly tied to multi‑year fund performance and realizations .
- Metrics and hurdles: Carry and incentive fees hinge on preferred returns/hurdles and, for certain vehicles, high‑water marks; compensation committee leverages independent advice (Korn Ferry) on equity frameworks for other NEOs .
- Governance guardrails: SEC‑compliant clawback policy, hedging/pledging restrictions, and independent Compensation/Conflicts Committees mitigate risk of discretionary windfalls .
Risk Indicators & Red Flags
- Controlled company with concentrated voting control among founders (including Rosenthal) can heighten independence concerns, though Audit and Conflicts committees are fully independent by policy .
- Related‑party flights and significant co‑investment flows are disclosed and monitored; 2024 aircraft reimbursements to the founders’ aircraft (including Rosenthal) totaled $232,600 for the shared aircraft .
- No delinquent Section 16(a) reports for Rosenthal in 2024; one late filing disclosed for another executive .
- No option repricings; Ares states it is not currently granting options/SARs .
- No restatement‑driven clawbacks as of proxy date .
Compensation Peer Group (benchmarking context)
- Independent consultant (Korn Ferry) engaged to advise on equity frameworks; benchmarking referenced but specific peer constituents not listed; Pay vs. Performance peer index disclosed as Dow Jones U.S. Asset Managers Index .
Investment Implications
- Alignment: Rosenthal’s compensation is driven by carried interest distributions with five‑year vesting and contingent repayment, tethering his economics to multi‑year fund performance and realizations rather than annual cash or time‑vested equity—generally positive for alignment and reduces scheduled RSU‑related selling pressure .
- Retention: Lack of salary/bonus and absence of RSU grants indicate retention is anchored to carry economics; broad participation across Ares funds and significant personal co‑investments suggest sticky, long‑dated incentives .
- Governance: As a co‑founder with board seat inside a controlled company, dual‑role independence risks are mitigated by independent committee structures and formal clawback/hedging/pledging policies, but investors should recognize the voting control’s implications for governance outcomes .
- Trading signals: With no scheduled stock vesting and insider policy constraints on hedging/pledging, watch Form 4 activity primarily for opportunistic sales or fund‑related distributions rather than recurring vest‑driven selling; carry distributions (disclosed in “all other compensation”) are a more relevant cash flow indicator for him .