William E. Conway, Jr.
Co-Chairman of the Board at CG
Board
About William E. Conway, Jr.
Co-Founder and Co-Chairman of the Board at The Carlyle Group Inc. (CG); age 75; director since July 18, 2011; Class III term expires 2026. Prior roles include Interim CEO, Co-CEO, and Chief Investment Officer of Carlyle, and Senior Vice President & Chief Financial Officer of MCI Communications; earlier MCI Vice President & Treasurer (1981–1984). Education: BA, Dartmouth College; MBA (Finance), University of Chicago Booth School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Carlyle Group | Interim CEO; Co-CEO; Chief Investment Officer | Not disclosed | Firm leadership and investment oversight |
| MCI Communications | Senior VP & Chief Financial Officer | Not disclosed | Corporate finance leadership |
| MCI Communications | Vice President & Treasurer | 1981–1984 | Treasury and capital markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| John Carroll Society | Board Member | Not disclosed | Faith-based community engagement |
| Johns Hopkins Medicine | Former Chairman, Board of Trustees | Not disclosed | Healthcare governance |
| Catholic University of America | Former Trustee & Vice Chairman, Board of Trustees | Not disclosed | Academic governance |
Board Governance
- Current position: Co-Chairman of the Board alongside David M. Rubenstein; CEO Harvey M. Schwartz also serves as a director .
- Committees: None (not on Audit, Compensation, or Nominating & Corporate Governance Committees) .
- Independence: Not independent (Board lists eight independent directors and excludes Conway) .
- Attendance and meeting cadence: Board held 7 meetings in 2024; each incumbent director attended at least 75% of Board/Committee meetings on which they served; independent directors meet in regular executive session. All incumbent directors attended the 2024 Annual Meeting except one (not identified) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Employee salary (as Carlyle employee) | $500,000 | Co-founders are salaried employees; not paid director retainers |
| Director cash retainer | $0 | Employees/advisors receive no additional director remuneration |
Performance Compensation
- No director-specific performance compensation disclosed for Conway (non-employee director equity/cash retainer structure does not apply to employees) .
Other Directorships & Interlocks
- No current public company directorships disclosed; prior service as chairman/director of several companies in which Carlyle had significant investments (names not specified) .
- Stockholder Agreements: Co-founders have the right to designate Board nominees while ownership thresholds are met; until January 1, 2027, each co-founder may designate a second director subject to ownership; co-founders may designate a co-chair of the Board and serve on Compensation and Nominating & Governance Committees (subject to law/listing standards). Current committee memberships are fully independent, but these rights represent potential influence/interlocks in Board composition and committees .
Expertise & Qualifications
- Skills matrix attributes: Accounting and Finance; Financial Services; Global Perspective; Senior Executive & Corporate Governance .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common stock) | 29,999,644 shares |
| Ownership as % of shares outstanding | 8.3% |
| Shares pledged as collateral | None disclosed for Conway; Board notes pledge by co-founder Rubenstein (7,000,000 shares) with safeguards |
| Director stock ownership guidelines applicability | Non-employee directors only; Conway is an employee director (guidelines not applicable) |
Governance Assessment
- Alignment: Very large personal ownership (8.3%) and substantial coinvestments in and alongside Carlyle funds (see Related Party/Alignment below) support strong “skin-in-the-game” and financial alignment with long-term firm value .
- Independence/committee roles: Not independent; holds Board co-chair role; no committee seats—mitigates direct influence over audit/compensation/nominating matters, which are chaired by independent directors .
- Board influence rights: Co-founders retain Board nomination and potential committee designation rights under Stockholder Agreements, representing governance influence that investors should monitor as ownership levels change through 2027 .
- Attendance/engagement: Board reports at least 75% meeting attendance per director and robust executive sessions; Annual Meeting attendance in 2024 was near-full (one absence) .
- Policies: Firm prohibits hedging/shorting and generally pledging without prior approval; exception disclosed and monitored for Rubenstein; no pledging reported for Conway .
Related Party Transactions and Alignment
- Co-founder employee compensation: Conway received $500,000 salary in 2024 .
- Coinvestments alongside Carlyle funds: $191,182,225 invested in and alongside Carlyle funds in 2024 (personal/family vehicles), enhancing alignment but creating potential related-party exposure to fund economics and allocation decisions .
- Tax Receivable Agreement payments: $242,560 paid to Conway in 2024 related to pre-Conversion exchanges (legacy arrangement) .
- Conversion-related cash payments: In connection with 2020 corporate conversion, co-founders received multi-year cash installments; aggregate amount previously disclosed for Conway was $66,749,466 (final installment paid in January 2024) .
Director Compensation (Context for Board)
| Element | 2024 Annual Rate |
|---|---|
| Non-employee director cash retainer | $140,000 |
| Non-employee director RSU retainer (grant-date fair value) | $205,000 (granted 5/1/2024; vests 5/1/2025) |
| Lead Independent Director additional retainer | $65,000 |
| Committee chair retainers | Audit $40,000; Compensation $25,000; Nominating & Governance $25,000 |
| Note: Conway does not receive director retainers as an employee . |
Risk Indicators & Red Flags
- Influence rights under Stockholder Agreements (through 2027): monitor for board composition/committee designation impacts as ownership thresholds change .
- Related-party exposure: substantial personal/family investments in Carlyle-managed funds and legacy TRA payments; requires ongoing disclosure and independent committee oversight .
- Pledging/hedging: No pledging disclosed for Conway; firm policies restrict pledging/hedging; exception exists for Rubenstein with controls—monitor for broader application or changes .
Shareholder Sentiment (Context)
- Say-on-pay support: 81% approval at 2024 Annual Meeting, improved from 68% in 2023, following compensation program changes and engagement .
Board Effectiveness Snapshot (Context)
- Lead Independent Director: Mark S. Ordan (effective March 10, 2025) .
- 2024 meeting cadence: Board 7; Audit 10; Compensation 6; Nominating & Governance 3 .
- Regular independent executive sessions and sustainability oversight (Sustainability Lead: Linda H. Filler) .
Overall, Conway’s very large ownership stake and extensive firm leadership history support alignment and strategic continuity, while non-independence and co-founder designation rights necessitate continued reliance on independent committee structures and transparent related-party governance to sustain investor confidence .