Eileen Naughton

About Eileen Naughton

Independent Class II Director at Ares Management Corporation since December 31, 2021; age 67. Former Chief People Officer and VP of People Operations at Google (2016–2021), with earlier senior roles at Google and executive positions at Time Warner, including President of TIME Magazine. Education: BA in International Relations (University of Pennsylvania), MA (Lauder Institute), MBA (Wharton). The Board determined she is independent under NYSE rules in April 2025.

Past Roles

External Roles

Board Governance

• Committees: Member—Compensation Committee; member—Conflicts Committee. Not an Audit Committee or Nominating & Governance Committee member.
• Committee chairs (context): Compensation Committee chaired by Michael Lynton; Audit Committee chaired by Paul Joubert; Nominating & Governance Committee chaired by Antony Ressler.
• Independence: Board concluded Naughton is independent in April 2025; all non-employee directors completed conflict questionnaires.
• Attendance: Board held 8 meetings in FY2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
• Controlled company: Ares is a NYSE “controlled company” (Holdco members control ≥80% of votes when the Ares Ownership Condition is satisfied) and avails certain governance exemptions; Audit and Conflicts Committees are fully independent by policy.
• Stock ownership guidelines (directors): Must own shares valued at 3× the cash component of annual retainer within five years; all directors have met or are on track.
• Hedging/pledging: Insider Trading Policy prohibits hedging, short-selling, margin and pledging without prior approval.
• Clawback: Firm-wide clawback policy adopted in 2023 compliant with Section 10D/NYSE rules (applies to incentive-based compensation for covered executives).

Fixed Compensation

Notes:

• Director retainer structure: Annual retainer $300,000 (cash and equity mix), plus audit committee fees ($40,000 chair; $25,000 members) and $15,000 for each non-executive director on Nominating & Governance Committee—Naughton did not serve on Audit or Nom/Gov in 2024.
• As of 12/31/2024, the 1,173 director RUs remained outstanding and unvested.

Performance Compensation

• No director performance-based awards disclosed; independent director equity is time-based restricted units only (no PSUs/options).

Other Directorships & Interlocks

• Ares annual independence review identified one outside advisory fee for another director (Lynton < $120k) but no related person transactions for Naughton.

Expertise & Qualifications

• Domain expertise: People management, global operations, technology leadership; senior operating experience across Google and Time Warner.
• Board value-add: Talent strategy, organizational design, international management—aligned with Ares’ global platform and human capital priorities.

Equity Ownership

• Policy restricts pledging and hedging without approval, reducing alignment risks.

Governance Assessment

• Strengths:

  • Independence and committee roles: Naughton serves on Compensation and Conflicts Committees—both key for pay practices and related-party oversight—supporting board objectivity in sensitive areas.
  • No related-party transactions disclosed for Naughton; independence affirmed following conflict questionnaires.
  • Director equity is time-based RUs with ownership guidelines; hedging/pledging restricted—positive alignment signals.
  • Board and committees met regularly in 2024; directors met ≥75% attendance threshold.

• Watch items / potential red flags:

  • Controlled company status concentrates voting power among founders/insiders and permits governance exemptions (e.g., mixed independence on Nom/Gov), potentially dampening minority shareholder influence.
  • Lack of disclosed director-specific attendance detail limits precise engagement assessment beyond ≥75%.
  • No lead independent director identified in proxy (independent presides at executive sessions, but not named), which may affect clarity of independent board leadership.

• Net view: Naughton’s profile (global HR/operations expertise) is additive to a founder-heavy board; her positions on Compensation and Conflicts Committees are particularly relevant for investor confidence on pay and conflicts oversight. Absence of related-party issues and adherence to ownership policies mitigate alignment concerns. Controlled company dynamics remain the structural governance consideration to monitor.

Appendix: Committee & Meeting Reference

• Compensation Committee: Members—Joubert, Lynton (Chair), Bhutani, Bush, Naughton, Olian; four meetings in 2024.
• Conflicts Committee: Members—Bhutani, Joubert, Lynton, Bush, Naughton, Olian; two meetings in 2024.
• Audit Committee: Members—Joubert (Chair), Bush, Olian; six meetings in 2024.
• Nominating & Governance Committee: Members—Bush, Olian, Arougheti, Ressler (Chair); two meetings in 2024.