Not independent
Tenure on this board
11.7 yrs
8 nominees · 3 ballot items.
Elect eight director nominees; ratify Deloitte & Touche LLP as independent registered public accounting firm for 2026; and approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (say-on-pay).
Election of eight director nominees to serve until the next annual meeting and until their successors are elected and qualify.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the Company’s executive compensation as described in the proxy materials. Management is seeking shareholder approval to affirm its compensation approach, which relies primarily on equity-based awards (RSUs) granted under the Incentive Plan to align the interests of the Manager’s personnel and Named Executive Officers with long-term stockholder value. The Company is externally managed; the Manager and its affiliates determine most cash compensation for executives and the Company reimburses the Manager for the allocable share of the Chief Financial Officer’s compensation. The Compensation Committee approves equity awards and considers Company performance, market practice and recommendations from the CEO and an independent consultant when setting award levels. Relevant governance context includes the adoption of a Deferral Plan, an Incentive Compensation Clawback Policy, and stock ownership guidelines for executives and non-employee directors, which the Board cites as safeguards and alignment mechanisms. The say-on-pay vote is advisory only and will not bind the Company, but the Board and Compensation Committee state they will consider the outcome when making future compensation decisions; the proxy notes prior strong stockholder support (approximately 95% in 2025). Key controversies or investor considerations include the Company’s externally-managed structure (which limits direct Company control over cash pay), the predominance of equity incentives tied to vesting schedules, and the degree to which the Manager’s broader compensation practices (including awards of KKR Common Stock and carried interest) affect executives’ incentives. The Board recommends a vote FOR, arguing that equity awards promote retention and alignment with dividend and share performance while other governance measures (clawback, deferral and ownership policies) mitigate risk. For an analyst evaluating this proposal, important factors include the level and structure of equity awards relative to peers, vesting schedules, how performance (Distributable Earnings, TSR, net income) is considered in pay decisions, and the transparency of the Manager’s role and allocation of compensation to Named Executive Officers.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Kohlberg Kravis Roberts Co. L.P. | 14.29% | 9,187,501 | $56M |
| 2 | Long Pond Capital, LP | 8.92% | 5,733,513 | $35M |
| 3 | NOMURA HOLDINGS INC | 4.47% | 2,875,297 | $18M |
| 4 | BlackRock, Inc. | 4.33% | 2,787,355 | $17M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.62% | 2,327,008 | $14M |
| 6 | BlackRock, Inc. | 2.75% | 1,770,205 | $11M |
| 7 | MILLENNIUM MANAGEMENT LLC | 2.30% | 1,478,151 | $9M |
| 8 | Conversant Capital LLC | 2.29% | 1,470,600 | $9M |
| 9 | STATE STREET CORP | 1.99% | 1,278,352 | $8M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.76% | 1,131,625 | $7M |
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