Not independent
Tenure on this board
4.4 yrs
13 nominees · 4 ballot items.
Four management proposals: (1) elect 13 directors for one-year terms, (2) advisory approval of named executive officer compensation (“Say on Pay”), (3) advisory vote on the frequency of future Say-on-Pay votes (1, 2, or 3 years), and (4) ratify Deloitte & Touche LLP as independent auditor for fiscal 2026; plus any other properly presented business at the meeting.
Elect 13 director nominees to the Board of Directors for one-year terms expiring at the 2027 annual meeting (Marc Beilinson, James Belardi, Jessica Bibliowicz, Gary Cohn, Kerry Murphy Healey, Mitra Hormozi, Pamela Joyner, Scott Kleinman, Brian Leach, Marc Rowan, Lynn Swann, Patrick Toomey and James Zelter).
Non-binding, advisory vote to approve, on an advisory basis, the compensation of Apollo’s named executive officers as disclosed in the proxy (CD&A, tables and narrative).
This non-binding management proposal asks shareholders to approve, on an advisory basis, the Company’s disclosed executive compensation program for its named executive officers as described in the CD&A, compensation tables and related narrative. Management is seeking this advisory endorsement to validate its pay-for-performance design, which emphasizes equity ownership, participation in carried interest/performance fees, long-term RSU-based incentives and risk-mitigating features such as clawbacks and deferred delivery. The Compensation Committee (comprised of independent directors) uses an independent consultant and extensive shareholder engagement to set pay, and will consider the advisory vote results when making future compensation decisions, although the vote is not binding. Company disclosure highlights strong 2025 financial performance, extensive use of performance fees and founder/partner economics in certain cases, and targeted retention grants (e.g., RSUs to CFO and CLO) as context for the requested approval. Key governance features cited by management to support the program include majority independent directors, recoupment policies, share ownership guidelines, multi-year vesting and performance hurdles on carried interest, and limited use of single-trigger change-in-control protections. Investors opposing the proposal could point to large realized distributions to certain executives, complex performance-fee arrangements and founder partnership interests (e.g., ISG distributions) that produce high reported compensation figures; management counters with structural alignment mechanisms and historical shareholder support. The proposal’s practical effect is advisory: a strong affirmative vote supports management’s approach and informs future pay design; a weak vote can trigger additional engagement, disclosure changes, and possible program adjustments. The Company’s prior engagement and say-on-pay history (including prior strong support and a triennial vote schedule adopted in 2020) and the Compensation Committee’s responsiveness to investor feedback are important contextual factors for evaluating the merits of this advisory request.
Non-binding advisory vote where shareholders indicate whether future advisory votes on NEO compensation should occur every one, two or three years; the Board recommends a triennial (3-year) frequency.
This management-sponsored, non-binding proposal asks shareholders to indicate whether advisory votes on named executive officer compensation should occur every one, two or three years; management explicitly recommends a three-year frequency. Management’s rationale is that a triennial cadence aligns with the firm’s long-term compensation design—heavy use of carried interest, multi-year vesting and deferred delivery—and provides investors a longer horizon to assess pay-for-performance outcomes, reducing the risk of short-termism. The Board cites prior shareholder engagement and the firm’s long-term strategic plan as supporting evidence that stockholders are better served by less frequent advisory votes. Opponents of a triennial vote typically argue that more frequent votes (annual) offer stronger accountability and more timely investor feedback; proponents argue that annual votes can encourage short-term compensation adjustments and administrative burden without materially improving governance. The vote is non-binding but influential: a clear stockholder preference for a different cadence could prompt the Board and Compensation Committee to change the company’s practice. The proxy disclosure notes that the Board will carefully consider the voting outcome and that stockholders can provide feedback year-round, mitigating concerns about reduced responsiveness. Given Apollo’s emphasis on long-duration incentives and performance fees that may crystallize over multi-year periods, a triennial vote supports management’s stated objective of evaluating pay over appropriate performance windows. Investors evaluating this proposal should weigh the tradeoff between near-term accountability and long-term alignment inherent in the choice of frequency.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as Apollo’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.89% | 28,179,227 | $3.1B |
| 2 | Capital Research Global Investors | 4.54% | 26,182,472 | $2.9B |
| 3 | STATE STREET CORP | 3.40% | 19,618,300 | $2.2B |
| 4 | Capital World Investors | 3.28% | 18,907,562 | $2.1B |
| 5 | FMR LLC | 2.77% | 15,979,613 | $1.8B |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.62% | 15,094,086 | $1.7B |
| 7 | BlackRock, Inc. | 2.02% | 11,631,935 | $1.3B |
| 8 | Capital International Investors | 1.72% | 9,916,499 | $1.1B |
| 9 | BlackRock, Inc. | 1.57% | 9,076,333 | $1.0B |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.57% | 9,053,701 | $1.0B |
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