Anthony Welters
Director at CG
Board
About Anthony Welters
Anthony Welters is an independent director of The Carlyle Group (CG), age 70, serving since October 27, 2015; he is a Class III director with a term expiring at the 2026 annual meeting and currently chairs the Compensation Committee while serving on the Nominating and Corporate Governance Committee . The Board has affirmatively determined his independence under Nasdaq, SEC, and Carlyle’s Governance Policy, noting that certain philanthropic/social associations overlap with other directors but do not impair independence . He is Founder, Chairman and CEO of CINQCARE Inc., Executive Chairman of BlackIvy Group, Chairman of Somatus, Inc., and previously founded AmeriChoice (acquired by UnitedHealth Group in 2002), where he served as EVP and in the Office of the CEO until retiring in 2016; he currently sits on the public company boards of Loews Corporation and Gilead Sciences, Inc. . He is in compliance with Carlyle’s non‑employee director stock ownership guidelines (5x cash retainer within five years) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AmeriChoice | Founder | 1989–2002 (acquired by UHG in 2002) | Built and scaled a managed care business; sale to UHG |
| UnitedHealth Group (UHG) | Senior Adviser to the Office of the CEO; Executive Vice President; Member of the Office of the CEO | 2002–2016 (retired 2016) | Senior operating and governance leadership at a Fortune 100 healthcare company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loews Corporation | Director | Not disclosed | Public company directorship |
| Gilead Sciences, Inc. | Director | Not disclosed | Public company directorship |
| CINQCARE Inc. | Founder, Chairman & CEO | Current | Leads physician‑led ambulatory care model |
| BlackIvy Group | Executive Chairman | Current | Builds/operates enterprises in Sub‑Saharan Africa |
| Somatus, Inc. | Chairman | Current | Value‑based kidney care company |
| NYU (Law School, University, Langone Medical) | Chairman Emeritus (NYU Law), Vice Chair (NYU), Trustee (Langone) | Not disclosed | Non‑profit governance leadership |
| JFK Center for the Performing Arts | Vice Chair | Not disclosed | Non‑profit governance |
| National Museum of African American History and Culture | Founding Member | Not disclosed | Non‑profit governance |
Board Governance
- Committees: Compensation Committee (Chair); Nominating and Corporate Governance Committee (Member) .
- Independence: Board affirmed independence under Nasdaq/SEC rules; philanthropic overlaps considered immaterial to independence .
- Attendance: In 2024, the Board held 7 meetings; the Compensation Committee 6; the Nominating & Corporate Governance Committee 3; each incumbent director attended at least 75% of Board/Committee meetings served; all incumbents attended the 2024 annual meeting except one due to a preexisting conflict .
- Executive sessions: Independent directors meet in executive session regularly without management .
- Clawbacks: Compensation Committee oversees the Incentive Compensation Clawback Policy and Dodd‑Frank Incentive Compensation Clawback Policy .
- Hedging/pledging: Carlyle prohibits short sales and derivative transactions in its equity and generally prohibits pledging absent prior approval .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base annual cash retainer | $140,000 | Applies to non‑employee directors |
| Compensation Committee Chair retainer | $25,000 | Additional annual cash retainer for Chair |
| Total cash fees earned (Anthony Welters) | $165,000 | Sum of base + chair retainer |
Director compensation program changes in 2024: cash portion of annual retainer increased by $10,000; RSU portion increased by $15,000; Audit Committee Chair cash retainer increased by $5,000; these annual rates also apply in 2025 .
Performance Compensation
| Equity Element | Grant Date | Grant Date Fair Value | Vesting | Units Outstanding | Year‑End Market Value |
|---|---|---|---|---|---|
| Annual RSU grant (part of retainer) | May 1, 2024 | $198,859 (Welters) | Vests May 1, 2025 | 5,004 RSUs unvested at 12/31/2024 | $252,652 (5,004 × $50.49 on 12/31/2024) |
- RSUs are time‑based vesting; no performance metrics (TSR, EBITDA, etc.) tied to director equity awards were disclosed .
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Loews Corporation | Diversified holding company | Director | None disclosed with Carlyle in 2024; no related‑person transactions involving Welters noted in proxy |
| Gilead Sciences | Biopharma | Director | None disclosed with Carlyle in 2024; no related‑person transactions involving Welters noted in proxy |
| Somatus; CINQCARE; BlackIvy | Healthcare; Emerging markets | Chairman/CEO; Executive Chairman | Carlyle invests across healthcare; proxy’s related‑person disclosure lists transactions (e.g., Hance, co‑founders) but does not identify transactions with Welters |
Expertise & Qualifications
- Skills matrix and biography indicate Global Perspective; Senior Executive & Corporate Governance; Succession Planning & Human Capital Management .
- Extensive entrepreneurial and operating expertise, with significant public company board experience .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | RSUs Vesting Within 60 Days (as of 4/4/2025) | Unvested RSUs at 12/31/2024 | Year‑End Price Basis |
|---|---|---|---|---|---|
| Anthony Welters | 51,070 | <1% | 5,004 | 5,004 | $50.49 on 12/31/2024 |
- Ownership guidelines: non‑employee directors must hold shares equal to 5× cash retainer; Welters is compliant .
- Hedging/pledging: company policy prohibits hedging and generally pledging absent approval; proxy footnotes identify pledged shares for a co‑founder (Rubenstein) but do not disclose any pledging by Welters .
Governance Assessment
-
Positive signals:
- Independent director with confirmed independence despite overlapping philanthropic associations; chairs the Compensation Committee, indicating trust in governance oversight .
- Strong attendance culture; Board/Committees held 7/10/6 meetings respectively in 2024 with ≥75% attendance by incumbents; independent directors meet in executive session regularly .
- Stock ownership alignment: compliant with 5× cash retainer guideline; meaningful RSU participation and ongoing vesting .
- Oversight rigor: Compensation Committee actively oversees clawbacks, stock ownership guidelines, and equity plan administration; program changes benchmarked with Pay Governance data .
-
Monitoring items / potential conflicts:
- Multiple healthcare leadership roles (CINQCARE, Somatus) could present perceived conflicts given Carlyle’s broad investment footprint; however, proxy related‑person disclosures for 2024 do not identify transactions involving Welters; Board policy requires Audit Committee approval of any related‑person transactions and director recusal .
- Compensation structure modestly increased in 2024 (cash +$10k; RSU +$15k), consistent with market benchmarking; investors should watch for future retainer escalation relative to responsibilities/outcomes .
-
Red flags:
- None disclosed specific to Welters (no pledging; no related‑person transactions; independence affirmed) .