R. Kipp deVeer
Ares ManagementAbout R. Kipp deVeer
R. Kipp deVeer, 52, is Co-President (since Feb 2025) and a Director of Ares Management Corporation (Director since Feb 2020). He holds a B.A. from Yale and an M.B.A. from Stanford GSB, and previously led Ares’ global Credit Group . Firm performance during 2020–2024 shows strong value creation: total shareholder return (TSR) rose from $138 to $585 per $100 initial investment, net income rose from $431.2mm to $1,361.7mm, and Fee Related Earnings (FRE) increased from $431.2mm to $1,361.7mm .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ares Management Corporation | Head of Ares Credit Group; now Co-President | 2004–Feb 2025 (Head of Credit); Co-President since Feb 2025 | Led global credit platform; sits on key Investment Committees (U.S./European Direct Lending, Pathfinder, Insurance Solutions) . |
| RBC Capital Partners (Royal Bank of Canada) | Partner leading middle market financing & principal investments | 2001–2004 | Built and led middle-market financing/principal investing business . |
| Indosuez Capital | Vice President, Merchant Banking Group | Pre-2001 | Originated/structured transactions in merchant banking . |
| J.P. Morgan & Co. | Special Investment Group (JPMIM) and Investment Banking Division (JPM Securities) | Early career | Investing and investment banking experience foundational to later credit leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ares Capital Corporation (NASDAQ: ARCC) | Director; Chief Executive Officer (stepping down as CEO 4/30/2025) | Director ongoing; CEO until 4/30/2025 | Remains a Director; stepping down from CEO role effective April 30, 2025 . |
Fixed Compensation
| Year | Base Salary ($) | Cash Bonus ($) |
|---|---|---|
| 2022 | — | — |
| 2023 | — | — |
| 2024 | — | — |
Notes:
- Ares’ NEOs who are also directors generally do not receive salary/bonus; pay is primarily carry, incentive fees and, for select executives, equity grants .
Performance Compensation
- 2024 realized variable pay: carried interest distributions ($3,046,288) and incentive fee payments ($27,833,686); 401(k) match $10,350. “All Other Compensation” totaled $30,890,324 .
- Equity grants are significant and time-vested; compensation emphasizes long-term alignment over formulaic annual cash bonuses .
2024 equity grants (grant-date fair value and vesting):
| Grant Date | Type | Units | Grant-Date FV ($) | Vesting | Lock-up |
|---|---|---|---|---|---|
| 1/31/2024 | Restricted Units (Annual) | 200,000 | 9,152,000 | 25% each on Jan 31, 2026–2029, subject to service | — |
| 1/31/2024 | Restricted Units (Incentive Fee Agreement) | 400,000 | 48,900,000 | 25% each on Jun 30, 2026–2029, subject to service | Shares issued before Jun 30, 2029 subject to staged lock-up through 6/30/2029 |
Option awards: Ares does not currently grant new stock options/SARs .
Pay-for-performance framework and firm “most important” measures:
- The company identifies FRE, After-tax Realized Income per share, AUM, and fund performance as key performance measures linking pay to performance; TSR and Net Income are shown to align with “compensation actually paid” over time . Specific executive metric weightings/targets are not disclosed.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Holdings | 1,150,000 restricted units held directly or via a controlled vehicle; additionally, 1,210,409 Ares Operating Group Units held by Ares Owners on his behalf (disclaimed) . |
| Unvested Equity at 12/31/2024 | 1,075,000 restricted units unvested; market value $190,307,250 at $177.03/share . |
| 2024 Vested Units | 150,000 units; value realized $18,222,000 . |
| Co-investments alongside Ares funds (2024) | $1,676,231 invested; $3,738,599 distributions received in 2024 . |
| Hedging/Pledging | Insider policy prohibits hedging/shorting, margin accounts, and pledging without prior approval; no pledges disclosed . |
| Ownership Guidelines | The proxy discloses director stock ownership guidelines for independent directors; no separate executive ownership guideline disclosure for Mr. deVeer . |
Vesting calendar and potential selling pressure:
- 2026–2029 are heavy vest years (annual service awards vest Jan 31; incentive-fee reallocation awards vest Jun 30). A staged Class A lock-up runs through 6/30/2029 on shares issued from Incentive Fee Agreement grants, which tempers near-term selling capacity .
Employment Terms
| Topic | Key Terms |
|---|---|
| Termination/CIC—2020 award (100,000 units) | If terminated without cause, any units scheduled to vest within 12 months vest; on death/disability, 50% of unvested vest . |
| Termination/CIC—Annual service awards (2021–2024) | On Qualifying Termination (without cause or for good reason), or death/disability, 50% of then-unvested vests; within 6 months of a CIC + Qualifying Termination, 100% vests . |
| Termination—Incentive Fee Agreement (2024 award, 400,000 units) | On Qualifying Termination, any then-unvested units vest in full . |
| Hypothetical vesting value at 12/31/2024 | Termination without cause: $132,772,500; Death/Disability: $95,153,625; Good Reason: $128,346,750; CIC + (without cause/good reason): $115,069,500 (values at $177.03) . |
| Non-compete/Non-solicit | For certain incentive fee awards, non-compete and non-solicit of clients/employees during employment and for two years post-termination . |
| Clawback | NYSE rule-compliant clawback policy for erroneously awarded incentive-based compensation (3-year look-back upon restatement) . |
No cash severance multiples (salary+bonus) are disclosed; compensation continuity is primarily via equity acceleration and certain incentive fee continuation mechanics .
Board Governance (Director-Specific)
| Attribute | Detail |
|---|---|
| Board Service | Director since February 2020; Class II nominee . |
| Independence | Non-independent director (management) . |
| Committee Roles | Audit, Compensation, Conflicts committees are entirely independent; Mr. deVeer is not listed as a member . |
| Attendance | In 2024, Board held 8 meetings; each director attended at least 75% of Board and committee meetings; all directors attended 2024 annual meeting . |
| Leadership Structure | CEO and Executive Chairman roles separated (Arougheti as CEO; Ressler as Executive Chairman) . |
| Controlled Company Status | Ares is a “controlled company” under NYSE rules, with voting control via Ares Partners Holdco LLC, owned by Messrs. Arougheti, deVeer, Kaplan, Ressler, Rosenthal; company avails certain governance exemptions . |
| Employee Director Pay | Employee/service-providing directors do not receive board fees . |
Dual-role implications: As a senior executive and a member of the Holdco that controls voting power, deVeer is not independent; however, key committees (audit/comp/conflicts) are fully independent, providing some counterbalance under the controlled-company framework .
Multi‑Year Compensation (Summary)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | 9,152,000 | 9,152,000 | 58,052,000 |
| All Other Compensation ($) | 25,321,625 | 26,331,574 | 30,890,324 (incl. $27,833,686 incentive fees; $3,046,288 carry; $10,350 401k) |
Firm Performance Context (during deVeer’s senior leadership tenure)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – $100 initial investment | 138 | 245 | 213 | 383 | 585 |
| Net Income ($000s) | 431,231 | 712,308 | 994,350 | 1,163,741 | 1,361,737 |
| Fee Related Earnings ($000s) | 431,231 | 712,308 | 994,350 | 1,163,741 | 1,361,737 |
Say‑on‑Pay & Shareholder Feedback
- 2022 Say‑on‑Pay support: ~91.3% approval; 2024 Say‑on‑Pay up for vote in 2025 proxy .
- Board recommends Say‑on‑Pay frequency of once every three years .
Compensation Committee & Advisor
- Compensation Committee (independent) members: Joubert, Lynton (Chair), Bhutani, Bush, Naughton, Olian .
- Korn Ferry engaged (2023–2024) to advise on equity framework and incentive fee reallocations leading to 2024 and 2025 restricted unit grants to Messrs. Arougheti and deVeer .
Risk Indicators & Controls
- Clawback policy (NYSE 10D compliant) adopted; no restatement-triggered recoveries to date .
- Insider trading policy prohibits hedging, shorting, margin, and pledging without approval; provides structural guardrails against misalignment .
- Controlled-company structure concentrates voting control; committees structured to mitigate conflicts in key areas .
Investment Implications
- Alignment/retention: Large unvested equity (1.075mm units; ~$190.3mm at YE 2024) with multi-year vesting and a lock-up through 2029 on incentive-fee-related shares supports retention and long-term alignment; non-compete/non-solicit further reduces near-term turnover risk .
- Near-term selling pressure: 2026–2029 vesting cadence could create event-driven liquidity windows; however, the 2029 lock-up stair-step on incentive-fee awards tempers supply overhang .
- Pay mix shift: 2024 equity grants (in exchange for reduced incentive fee allocations) increase fixed-in-equity exposure vs. pure performance fees—a signal of confidence and shareholder alignment, but modestly lowers annual variable cash sensitivity; this can steady leadership focus on durable FRE/RI growth .
- Governance/independence: As a non-independent director within a controlled-company framework, oversight relies heavily on independent audit/comp/conflicts committees; continued strong Say-on-Pay support (historically) and transparent disclosures will be important monitors for investors .