David M. Rubenstein
Co-Chairman of the Board at CG
Board
About David M. Rubenstein
David M. Rubenstein (age 75) is Carlyle’s Co‑Founder and Co‑Chairman, serving on the Board since July 18, 2011. A lawyer by training, he graduated magna cum laude from Duke University (Phi Beta Kappa) and the University of Chicago Law School, where he was an editor of the Law Review. He previously served as Carlyle’s Co‑CEO and, outside Carlyle, is Chairman, CEO, and principal owner of MLB’s Baltimore Orioles, and joined Moderna, Inc.’s board in August 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Carlyle Group | Co‑Chief Executive Officer (prior), Co‑Founder | 1987–present (Board since 2011) | Built global private markets platform; deep firm knowledge |
| The White House | Deputy Assistant to the President for Domestic Policy | 1977–1981 | Senior policy role; government insight |
| U.S. Senate Judiciary Committee (Subcommittee on Constitutional Amendments) | Chief Counsel | 1975–1976 | Legislative/legal expertise |
| Paul, Weiss, Rifkind, Wharton & Garrison LLP | Attorney | 1973–1975 | Legal training |
| Shaw, Pittman, Potts & Trowbridge LLP (now Pillsbury Winthrop Shaw Pittman) | Attorney | Pre‑1987 | Legal training |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Moderna, Inc. | Director | Since Aug 2024 | Current public board |
| Baltimore Orioles (MLB) | Chairman, CEO, Principal Owner | Current | Private company; significant external leadership |
| Council on Foreign Relations | Chairman of the Board | Current | Interlock potential: Afsaneh Beschloss is also a CFR trustee |
| National Gallery of Art; Economic Club of Washington; University of Chicago | Chairman/Trustee | Current | Prominent civic/academic roles |
| Additional affiliations (e.g., Brookings Institution; World Economic Forum; American Philosophical Society) | Director/Trustee/Member | Current | Global policy network |
Board Governance
| Item | Detail |
|---|---|
| Board Role | Co‑Chairman of the Board |
| Committee Memberships | None |
| Independence Status | Not independent (independent directors are Beschloss, Cherwoo, Filler, Fitt, Ordan, Rice, Shaw, Welters) |
| Board Tenure | Director since July 18, 2011 (Class II; term expiring 2025) |
| Board & Committee Meetings in 2024 | Board: 7; Audit: 10; Compensation: 6; Nominating & Governance: 3 |
| Attendance | Each incumbent director attended ≥75% of meetings of the Board/committees on which they served in 2024; all incumbent directors attended the 2024 Annual Meeting except one director with a preexisting conflict |
| Lead Independent Director | Mark S. Ordan (effective March 10, 2025); presides over regular executive sessions of independent directors |
| Stockholder Agreements (Control Rights) | Co‑founders (including Rubenstein) have rights to designate directors, co‑chair role, and committee representation subject to ownership thresholds through Jan 1, 2027—structural influence on Board composition |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Employee Salary | $500,000 | Co‑founders (including Rubenstein) are employees; receive salary |
| Director Retainer | Not applicable | Employees/advisors receive no additional remuneration for director/committee service |
| Non‑Employee Director Program (for context) | Cash retainer $140,000; RSU annual retainer $205,000; Chair/LID cash adders | Applies to non‑employee directors; RSUs granted May 1, 2024 vest May 1, 2025 |
Performance Compensation
- No performance‑based incentive details disclosed for Rubenstein (he is not a named executive officer; NEOs are Schwartz, Redett, LoBue, Ferguson, Finn) .
Other Directorships & Interlocks
| Company/Institution | Role | Interlock Risk |
|---|---|---|
| Moderna, Inc. | Director | Single public company directorship; typical governance oversight |
| Council on Foreign Relations | Chairman | Interlock with CG director Afsaneh Beschloss (trustee) may influence information flow/network dynamics |
Expertise & Qualifications
- Skills/experience: Financial Services; Global Perspective; Government/Public Policy/Regulatory Affairs; Senior Executive & Corporate Governance .
- Legal and policy background; extensive global network; prior Co‑CEO of Carlyle .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Common Shares Beneficially Owned | 29,249,644 | 8.1% of class |
| Shares Pledged as Collateral | 7,000,000 | Footnote (4) to beneficial ownership; pledge approved under firm policy |
| Pledged Shares as % of CG Outstanding | ~1.9% | Firm disclosure of systemic exposure |
| Pledged Shares as % of Rubenstein’s Ownership | ~23% | Firm disclosure of personal pledge ratio |
| Policy Context | Hedging prohibited; pledging generally prohibited absent prior consent; consent granted for Rubenstein; firm cites safeguards (capacity to repay; substantial unpledged ownership) |
Related‑Party and Other Transactions
| Transaction/Exposure | 2024 Amount/Detail | Governance Implication |
|---|---|---|
| Use of private aircraft owned by entity controlled by Rubenstein | $1,298,444 in 2024; paid at market charter rates to manager; significant portion paid to/for benefit of Rubenstein | Related‑party transaction; requires ongoing audit/committee oversight to ensure arm’s‑length terms |
| Co‑investments alongside Carlyle funds | $24,302,546 invested in 2024 by Rubenstein/family entities/investment vehicles | Alignment with fund investors; potential conflicts on allocation/priority—addressed via firm policy |
| Stockholder Agreements (co‑founder rights) | Director designation/co‑chair/committee representation rights through Jan 1, 2027 subject to ownership levels | Concentrated influence; structural governance consideration |
| Non‑competition/Non‑solicitation/Confidentiality | Three‑year restricted period after status change; equitable relief for breaches | Mitigates competitive/confidentiality risks; formal constraints |
Governance Assessment
- Positives: Decades of firm‑specific expertise and global policy network; ongoing strong Board processes (regular executive sessions; refreshed independent slate; declassification by 2026) support oversight quality .
- Independence/Committee: Not independent; holds Co‑Chairman role and no committee memberships—reduces day‑to‑day committee influence but reflects high‑level leadership .
- Attendance/Engagement: Board and committees met actively in 2024; each incumbent director achieved ≥75% attendance; broad shareholder engagement with improved say‑on‑pay support (81% in 2024 vs 68% in 2023) indicating improving investor confidence in compensation governance .
- Conflicts/RED FLAGS:
- Pledging of 7,000,000 CG shares (~23% of his holdings; ~1.9% of outstanding) introduces potential forced‑sale risk in stress scenarios despite firm‑asserted safeguards—monitor liquidity and market conditions closely .
- Related‑party aircraft payments ($1,298,444 in 2024) require strict adherence to market‑rate benchmarking and audit oversight to prevent value leakage .
- Co‑founder Stockholder Agreements conferring director/committee designation rights through 2027 concentrate control; investors should assess Board independence balance and transition timeline .
Overall implication: Rubenstein’s deep experience and ownership stake align long‑term interests, but pledging and related‑party usage merit continued oversight; governance structures (lead independent director, declassification, independent committees) partially mitigate concentration risks .