Not independent
Tenure on this board
14.9 yrs
13 nominees · 4 ballot items.
Election of 13 directors; ratification of Ernst & Young as independent auditor; approval of amended and restated 2012 Equity Incentive Plan to increase share reserve and other updates; non-binding advisory vote to approve named executive officer compensation (Say-on-Pay).
Election of 13 director nominees named in the proxy statement to serve one‑year terms until the next annual meeting.
Ratify the Audit Committee’s selection of Ernst & Young LLP as Carlyle’s independent registered public accounting firm for fiscal year 2026.
Approve the Amended and Restated 2012 Equity Incentive Plan to increase the share reserve by 19,000,000 shares, extend the plan term, and allow recycling of withheld shares for tax withholding.
This management proposal seeks shareholder approval for an amendment and restatement of the existing 2012 Equity Incentive Plan, primarily to increase the authorized share reserve by 19 million shares (from 58.8 million to 77.8 million), extend the plan term to June 3, 2036, and permit recycling of withheld shares used for tax withholding (excluding options and SARs). Management and the Compensation Committee justify the request by saying additional capacity is necessary to continue granting equity awards that align employee incentives with shareholder interests, to retain and incentivize senior personnel and support Firm strategic objectives and multi-year targets through 2028. The proposal outlines plan mechanics including counting rules for share usage, minimum vesting requirements (one year vesting cliff for most awards with limited exceptions), per-participant and non-employee director limits, and detailed adjustment and change-in-control provisions. The plan contains customary tax and administrative provisions (including compliance with Section 409A) and describes the Company’s existing equity program usage, the number of outstanding RSUs and PSUs, and projected available shares post-approval. The Board recommends a “FOR” vote emphasizing careful monitoring of dilution, linking awards to performance via PSUs and retention via time-vesting RSUs, and plans to manage share usage alongside its $2 billion repurchase program. Key risks include shareholder dilution and the potential for large equity grants to executives, but management points to historical and prospective practices (bonus deferral, clawbacks, stock ownership guidelines, and retention/vesting constraints) intended to mitigate those concerns.
Advisory, non-binding vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This advisory management proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the named executive officers as disclosed in the proxy statement, including the CD&A and compensation tables. The Board and Compensation Committee promote a pay-for-performance philosophy, with significant equity-based compensation (RSUs, PSUs, bonus deferral, and carried interest arrangements) tying management incentives to long-term firm performance. The CD&A describes program elements including the CEO’s sign-on PSUs with absolute stock price and relative TSR hurdles, the Stock Price Appreciation PSU Program for other NEOs, execution of a Bonus Deferral Program to increase RSU deferrals, executive stock ownership guidelines, clawback policies, and restrictions on hedging/pledging. Management argues that recent strong TSR (119% 3-year) and record 2025 financial results support the program’s efficacy and alignment. The recommendation to vote FOR is accompanied by a commitment to consider shareholder feedback in future compensation decisions; however, risks include potential dilution from equity awards and complexity of incentive structures which some shareholders may view skeptically.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital World Investors | 4.95% | 17,827,216 | $863M |
| 2 | HARRIS ASSOCIATES L P | 4.51% | 16,244,123 | $786M |
| 3 | BlackRock, Inc. | 3.79% | 13,653,564 | $661M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.28% | 11,819,550 | $572M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.17% | 11,393,671 | $551M |
| 6 | STATE STREET CORP | 2.69% | 9,680,870 | $468M |
| 7 | BlackRock, Inc. | 2.31% | 8,302,715 | $402M |
| 8 | MILLENNIUM MANAGEMENT LLC | 1.89% | 6,803,055 | $329M |
| 9 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 1.75% | 6,301,109 | $305M |
| 10 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 1.65% | 5,930,897 | $287M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.