Michael Lynton

About Michael Lynton

Michael Lynton (age 65) has served as an independent Class II director of Ares Management Corporation since May 2014. He holds a B.A. in History and Literature and an M.B.A. from Harvard University. His background spans global media leadership roles including CEO of Sony Entertainment and Chairman/CEO of Sony Pictures Entertainment, plus senior roles at AOL/Time Warner and Pearson’s Penguin Group .

Past Roles

External Roles

Board Governance

• Independence: Determined independent under NYSE rules; note he serves on an Ares fund’s industry advisory board with annual advisory fees of less than $120,000 and potential referral fees; despite this, Board affirmed independence in April 2025 .
• Committees:
  • Compensation Committee: Chairman; 4 meetings held in 2024 .
  • Conflicts Committee: Member; 2 meetings held in 2024 .
• Board activity: Board held 8 formal meetings in 2024; all directors attended at least 75% of Board/committee meetings and all attended the 2024 Annual Meeting .
• Controlled company context: Ares is a controlled company; audit and conflicts committees are entirely independent; the firm avails certain NYSE exceptions (e.g., nominating/governance not solely independent) .
• Director stock ownership guidelines: Independent directors must own shares valued at 3× the cash component of the annual retainer, expected within five years; all directors have met or are on track .

Fixed Compensation

Performance Compensation

• No performance-based metrics are disclosed for director equity; grants are time-based restricted units under the 2023 Equity Incentive Plan .

Other Directorships & Interlocks

Expertise & Qualifications

• Global media and technology leadership; extensive CEO/chairman experience across entertainment and technology sectors, with Harvard BA and MBA credentials .
• Strategic oversight of large-scale content and platform businesses; relevant to Ares’ thematic strategies including sports, media and entertainment .

Equity Ownership

• Ownership alignment: Directors must meet 3× cash retainer stock ownership guideline; all directors have met or are on track .
• Hedging/pledging: Insider trading policy prohibits hedging, short-selling, and pledging/margin accounts without prior approval; applies to directors .
• Pledging/loans: No pledging or loans disclosed for Lynton in proxy .

Governance Assessment

• Strengths:

  • Independent director with deep industry expertise; chairs Compensation Committee and serves on Conflicts Committee, indicating high engagement and board trust .
  • Strong attendance norms; Board and committees actively meeting; all directors met attendance thresholds .
  • Ownership guideline in place and progress disclosed; time-based equity aligns director incentives with long-term value .
  • Firm-level safeguards: Independent audit and conflicts committees; insider trading and clawback policies adopted .

• Potential red flags and mitigants:

  • Advisory relationship with an Ares fund (sports/media/entertainment) paying < $120,000 annually and potential referral fees could present perceived conflicts, particularly given his Conflicts Committee membership; however, Board conducted independence review via questionnaires and counsel and affirmed independence under NYSE standards, with conflicts overseen by the independent Conflicts Committee .
  • Controlled company status concentrates voting power among founders, which can reduce minority shareholder influence on board composition; mitigated by independent composition of key committees and established governance enhancements (e.g., ownership guidelines, clawback policy) .

• Director compensation mix:

  • Cash plus equity with standardized annual RU grant (1,173 units) and cash fees; Lynton’s 2024 “all other compensation” includes fund advisory fees, distinct from director retainer, and a charitable contribution program that is standard for independent directors .

• Attendance and engagement signals:

  • Eight Board meetings held; committee meeting cadence consistent; directors met minimum attendance and annual meeting participation, supporting engagement .

• Say-on-Pay context (firm-wide signal): Prior say-on-pay support of ~91.3% in 2022 suggests investor confidence in compensation governance broadly; while focused on NEOs, it is an indirect governance signal .

Related Party & Conflicts Summary

• Advisory Board role: Member of industry advisory board to an Ares sports/media/entertainment fund; compensation < $120,000 annually plus potential referral fees; independence affirmed after legal review. Conflicts Committee (of which Lynton is a member) reviews corporate conflicts and related person transactions not covered by the Audit Committee .
• Policies: Related party transactions can be reviewed by Conflicts Committee or Audit Committee; insider trading policy restricts hedging/pledging; clawback policy adopted in compliance with NYSE Section 10D .

Director Compensation Detail (2024)

Committee Assignments and Meeting Cadence

Attendance

• Board meetings held in 2024: 8; all directors attended at least 75% of total Board and committee meetings during service and attended the 2024 Annual Meeting .

Insider Trading, Pledging, Clawback

• Insider trading policy prohibits short-selling, hedging, and pledging/margin accounts without compliance approval; applies to directors .
• Clawback policy compliant with NYSE Section 10D; covers incentive-based compensation for executive officers; no restatement-driven recoveries disclosed as of proxy date .

Summary

Michael Lynton brings significant media and technology oversight experience and chairs the Compensation Committee, signaling governance influence at Ares. The advisory fee from an Ares-affiliated fund is a potential conflict, heightened by his membership on the Conflicts Committee; however, independence was affirmed after formal review, and the Conflicts Committee’s mandate and independent composition serve as mitigants. Ownership guidelines, active meeting cadence, and firm-level governance policies further support board effectiveness and investor alignment .