Jeffrey W. Ferguson
General Counsel at CG
Executive
About Jeffrey W. Ferguson
Jeffrey W. Ferguson is General Counsel of The Carlyle Group Inc., based in Washington, DC. He joined Carlyle in 1999 and leads the firm’s global legal and compliance functions; he sits on Carlyle’s Leadership, Operating, and Risk Committees. He is 59, holds a J.D. from the University of Virginia School of Law (1991) and a B.A. from the University of Virginia (Phi Beta Kappa), and is a member of the DC and Virginia bars . During 2024, Carlyle delivered a 28% TSR and improved FRE margin to 46% from 37% in 2023, framing a pay-for-performance posture for NEOs including Ferguson .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Carlyle Group Inc. | General Counsel; Head of global legal and compliance; member of Leadership, Operating, and Risk Committees | 1999–present | Leads legal and compliance across a complex global alternatives platform; supports fund formation, public company governance, regulatory oversight, and risk management . |
| Latham & Watkins | Attorney | Pre-1999 | Corporate legal practice; foundation for later leadership of Carlyle’s legal function . |
| Vinson & Elkins | Attorney | Pre-1999 | Corporate legal practice; foundation for later leadership of Carlyle’s legal function . |
External Roles
- No external public company directorships or other external roles are disclosed for Ferguson in the 2025 Proxy .
Fixed Compensation
Multi-year compensation snapshot (as reported in Summary Compensation Table):
| Year | Base Salary ($) | Cash Bonus ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 500,000 | 805,000 | 4,630,597 | 160,687 (primarily CIP distributions of $161,233 and a -$546 carry return) | 6,096,284 |
| 2023 | 500,000 | 1,575,000 | 6,419,168 | 237,132 | 8,731,300 |
Base salaries for NEOs, including Ferguson, were unchanged in 2024 ($500,000) versus 2023 .
Performance Compensation
2024 annual incentive determination (Other NEO framework; individualized qualitative assessment):
| Component | Metric/Structure | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual performance bonus (2024) | Discretionary assessment of firm/functional and individual performance; Ferguson’s focus areas included legal/compliance leadership, governance and stewardship, litigation outcomes, and operational efficiencies | Not disclosed | $1,000,000 total; $805,000 cash and $195,000 RSU deferral | RSU deferral from 2024 bonus granted Feb 1, 2025; vests 1/3 on Feb 1 of 2026, 2027, 2028 . |
| 2023 bonus deferral RSUs (granted 2024) | Mandatory deferral program (10% of 2023 bonus) | Not applicable | 6,268 RSUs granted Feb 6, 2024 | Vests 1/3 on each of first three anniversaries of grant (equal installments) . |
Long-term equity incentives directly tied to performance and retention:
| Grant | Grant Date | Units | Key Terms | Vesting Schedule |
|---|---|---|---|---|
| Annual time-vesting RSUs (for 2023 performance) | Feb 6, 2024 | 107,450 | Annual/discretionary time-vesting RSUs | 40% on Aug 1, 2025; 30% on Aug 1, 2026; 30% on Aug 1, 2027 . |
| Annual time-vesting RSUs (for 2024 performance) | Feb 1, 2025 | 62,134 | Annual/discretionary time-vesting RSUs | 40% on Aug 1, 2026; 30% on Aug 1, 2027; 30% on Aug 1, 2028 . |
| Strategic Equity Awards (2011 Plan; 2021 grant) – Time-vesting tranche (final) | Vested Feb 1, 2025 | 30,935 | Legacy strategic plan retention grant | Final tranche vested Feb 1, 2025 . |
| Strategic Equity Awards (2011 Plan; 2021 grant) – Performance-vesting tranche (final) | Certified Feb 6, 2025 | 30,935 | Vests on achieving 2024 FRE target ($800m); 40% of award vested at certification | Delivered 30,935 shares; 25% of such shares must be retained until the earlier of (i) 1-year post-termination, or (ii) Feb 2030 . |
Program design/guardrails relevant to incentives:
- Expanded Bonus Deferral Program aligns broader employee base, including NEOs, by mandating equity deferral that vests over three years .
- Clawbacks: both Dodd-Frank compliant and an enhanced policy allowing recoupment for restatements and detrimental activity .
- No excise tax or perquisite tax “gross-ups”; no defined benefit pensions; no option repricings .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 4, 2025) | 814,731 shares; <1% of class . |
| Unvested equity at 12/31/2024 | 278,802 RSUs (no PSUs outstanding for Ferguson) . |
| Unvested equity composition (12/31/2024) | 159,909 annual/discretionary time-vesting RSUs; 50,610 additional 2023 time-vesting RSUs; 6,413 Bonus Deferral RSUs (2024 bonus); 30,935 time-vesting strategic equity RSUs; 30,935 performance-vesting strategic equity RSUs (earned/subject to service through 2/6/25) . |
| Stock ownership guidelines | Executives must meet minimum ownership levels; award-specific post-vesting holding requirements apply (e.g., 25% retention for certain strategic equity shares) . |
| Hedging/pledging policy | Hedging and short sales prohibited; pledging generally prohibited without prior written consent. Proxy discloses consented pledging only for Co-Founder David M. Rubenstein; no such disclosure for Ferguson . |
| Options | No stock option awards listed in outstanding awards table for Ferguson . |
Vesting cadence and potential selling pressure windows:
- Aug 1, 2025/2026/2027: 40%/30%/30% vesting of 2024 annual RSU grant (107,450 shares across tranches) .
- Feb 6, 2025/2026/2027: Equal third vesting of 2023 bonus deferral RSUs (6,268 total) .
- Feb 1, 2026/2027/2028: Equal third vesting of 2024 bonus deferral RSUs (6,413 total) .
- Aug 1, 2026/2027/2028: 40%/30%/30% vesting of 2025 annual RSU grant (62,134 shares across tranches) .
Employment Terms
| Topic | Terms and economics |
|---|---|
| Employment agreement | Not separately disclosed for Ferguson (unlike CEO/COO), but as an executive officer he participates in standard equity plan terms and firm policies . |
| Cash severance | None: “None of Messrs. Redett, Ferguson, or Finn are entitled to receive cash severance” . |
| Bonus Deferral RSUs – separation | If terminated without cause, unvested Bonus Deferral RSUs remain eligible to vest on schedule (subject to release and covenant compliance); similar treatment on “retirement” (55+ and 5+ years service) . |
| Change-in-control (CIC) – legacy strategic equity | On CIC, time-vesting strategic RSUs auto-vest immediately prior; performance-vesting strategic RSUs vest in full if CIC pre-performance completion or at actual performance if after completion and before vest date. As of 12/31/2024, Ferguson would have vested 61,870 RSUs (~$3.12m at $50.49) under these legacy awards . |
| CIC – time-vesting awards granted after 1/1/2022 | Double-trigger: if terminated without cause within 12 months post-CIC, unvested time-vesting RSUs vest immediately prior to termination. As of 12/31/2024, Ferguson would have additionally vested 216,932 RSUs (~$10.95m) under this provision (in addition to any immediate CIC vesting noted above) . |
| Clawbacks; insider policy | Dodd-Frank and enhanced clawback policies; strict insider trading policy; hedging prohibited; pledging restricted . |
| Related-party/tax agreements | Payment in 2024 under legacy tax receivable agreement to Ferguson totaled $11,322 . |
| Non-compete/non-solicit | Not specifically disclosed for Ferguson; certain RSU vesting conditions require compliance with restrictive covenants (e.g., for Bonus Deferral RSUs) . |
| Perquisites | Not itemized; “All Other Compensation” primarily reflects carry distributions (CIP/direct carry) . |
Performance & Track Record (role-specific highlights used in 2024 bonus determination)
- Led global Legal and Compliance, advising senior management across a wide range of public company and investment advisory regulatory matters .
- Advanced governance and stewardship priorities; enhanced compliance function; managed global litigation strategy and insurance; oversaw several positive litigation outcomes in 2024 .
- Partnered with CFO and COO to drive operational improvements and efficiencies within the Legal and Compliance team .
Compensation Program Context (for benchmarking and governance)
- Shareholder Say-on-Pay support improved to 81% in 2024 (vs. 68% in 2023), reflecting responsiveness and alignment enhancements (bonus deferral RSUs; stock-price PSU program for selected NEOs) .
- Reference companies used by the Compensation Committee include Apollo, Ares, Blackstone, Blue Owl, KKR, TPG, among others .
- Program guardrails: no excise tax or perquisite gross-ups; no pension benefits for NEOs; clawbacks; ownership guidelines; no option repricing .
Investment Implications
- Alignment/retention: Ferguson’s pay mix is heavily equity-driven (multi-year RSU grants, sizable unvested backlog) with no cash severance protection—strong alignment with shareholder outcomes and retention via vesting over 2025–2028 .
- Selling pressure windows: Watch standard vesting events around Aug 1 (annual RSUs) and early February (bonus deferral RSUs); volumes are meaningful given 107,450 (2024 annual) and 62,134 (2025 annual) RSU grants plus deferrals, though award-specific holding requirements may dampen near-term selling for certain shares (e.g., 25% retention on strategic equity) .
- Governance risk: No disclosed pledging by Ferguson; firm policy restricts hedging/pledging; robust clawbacks—reduced headline risk versus peers with looser policies .
- Change-in-control economics: Legacy strategic equity grants and double-trigger vesting on recent time-based awards could accelerate substantial equity on CIC+termination, but absence of cash severance lowers parachute optics; equity acceleration quantum at 12/31/2024 illustrative pricing was ~$14.1m combined under specified CIC scenarios .
Overall, Ferguson exhibits high “skin in the game” via substantial unvested equity, programmatic deferrals, and policy guardrails, supporting retention and alignment while limiting cash-out risk absent sustained firm performance .