Brookfield Asset Management Ltd.
For the period ended Dec 31, 2025. Filed Mar 2, 2026.
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FY2025 · Filed Mar 2, 2026
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Item 11. Executive Compensation
Compensation Discussion and Analysis Overview
Brookfield’s investment approach is to acquire high quality assets and businesses that are reasonably valued and actively utilize the breadth of our operating experience to enhance the value of what we buy. Once we have optimized the earning profile and the investment has been de-risked, we seek to sell the business opportunistically to realize maximum risk-adjusted returns. Our goal is to create long-term sustainable growth in fee-related earnings and carried interest flow from our alternative investment business that increases long-term shareholder value. We believe that the price of the Class A Shares over the long-term is the most relevant and appropriate measure of whether we have achieved this goal.
Successfully executing on this investment approach requires a management team with a long-term focus on running the business, predicated on collaborative relationships, the discipline to follow our investment strategy in good and more difficult times, and the entrepreneurship to focus on the long-term. In furtherance of our investment approach, we employ a talent management strategy designed to (i) attract people who embrace this long-term focus and demonstrate our values of collaboration, discipline, and entrepreneurship, and (ii) ensure we develop and retain them. The policies and practices we adopt to do this are deliberate. We follow them because they have demonstrably supported, and we believe will continue to support, our long-term approach to running the business.
The primary objectives of our talent management strategy are to:
attract and retain highly qualified and motivated executives who have confidence in, and are committed to, BAM’s overall business strategy to create shareholder value over the long-term;
emphasize long-term decision-making with a focus on capital preservation and achievement of attractive risk-adjusted returns;
encourage collaboration across the organization to ensure we harness the power of the breadth of our platform;
reward consistent, long-term performance aligned with the interests and expectations of our investors; and
be transparent to the employees and the shareholders of BAM.
Compensation Approach
A critical component of our talent management strategy is our approach to compensation. Our decades of experience has taught us that the approach we take to compensation is essential to executing our long-term business plan. Some highlights of our approach to compensation include:
alignment of pay with appreciation in our Class A Share price over the long-term.•compensation programs that reward behaviors that align with long-term value creation.•long-term incentives that are competitive within our industry in form and level, allowing for the attraction of top talent.•pay mix heavily weighted to long-term incentives.•five-year vesting period for all long-term incentive awards and mandatory hold period upon vest for executive officers.•departing executives forfeit unvested awards.•clawback policy triggered by detrimental conduct or accounting misstatement.•minimum share ownership requirements for executive officers.•say on pay advisory vote on executive compensation programs.
Our emphasis on equity compensation, which has long-term vesting and retention requirements, ensures that our executives make decisions and take risks in a manner that aligns with the long-term interests of shareholders. Executives in dedicated fund management groups in most cases have compensation arrangements that also include a component more directly linked to the long-term performance of the fund being managed. This includes BAM’s CFO who, in addition to being responsible for overseeing the firm’s finance, treasury, tax and investor relations functions, is a co-head of Brookfield’s infrastructure debt and structured solutions businesses and has a percentage of her long-term compensation tied to the long-term performance of this business. The value created for the applicable fund’s investors directly relates to the payments made under such plans and this value, in turn, benefits BAM. The timing of these payments to executives who are dedicated to a fund are delayed until the fund’s performance is substantially realized and risk outcomes are determined, ensuring that the principles of rewarding risk management and value creation over the long-term are consistent across each of our businesses. Awards under these plans have the same 5-year vesting period and departing executives forfeit unvested awards. In addition, vested awards may be forfeited for non-compliance in certain circumstances. Unless specifically noted otherwise, the remainder of the discussion in this report focuses on the Named Executive Officers (as defined on page 149 of this report), but also pertains to executives of BAM who have corporate responsibilities.
Compensation Arrangements Create Alignment of Interests between Shareholders and Management
While the goals of our compensation arrangements are similar to the goals expressed by many companies, the policies and practices we use to achieve these goals differ in certain respects from market convention. Our compensation policies and practices have been shaped to align our executives with our goal of creating exceptional value for our shareholders with a focus on long-term stewardship of the business. More specifically, our compensation programs consistently focus on the long term:
All executives receive a significant portion of their compensation in the form of equity which vests for a minimum 5-year period in arrears. As individuals progress in seniority, more of their compensation is in the form of long-term awards. The Named Executive Officers, in aggregate, have on average received approximately 73% of their 2025 annual compensation in the form of long-term awards.
Cash bonuses represent a relatively modest proportion of each Named Executive Officer’s total average annual compensation. Further, Named Executive Officers are eligible to elect to receive their cash bonuses in the form of long-term incentives.
Our option and Escrowed Share awards have a 10-year life and reward executives for share price appreciation over the period. Our executive officers, which includes the Named Executive Officers, has consistently held these equity-based awards for over eight years on average; moreover, upon exercise and/or exchange, our executive officers have retained a substantial majority of the net proceeds in the form of Class A Shares.
Executive officers are required to hold a minimum of five times their salary in BAM equity and all executive officers meet and, in most cases, far exceed this requirement. This high share ownership further demonstrates management’s strong alignment with and belief in the long-term prospects of the business.
Management, executive officers and directors of BAM hold direct, indirect and economic interests in BAM representing approximately 101 million Class A Shares and share equivalents of BAM. Put simply, our management team acts like, thinks like, and is a significant owner, alongside all of our shareholders, of the business.
In addition, we have adopted the following policies which further support a long-term ownership focus and alignment with shareholders:
Executive officers are required to hold, for at least one year, an interest in Class A Shares equal to the net proceeds realized on the exercise of options or the exchange of Escrowed Shares.
Departing executives forfeit all unvested long-term incentive awards unless a different arrangement is specifically approved by the GNCC.
Our clawback policy provides for the reimbursement of incentive and equity-based compensation by executive officers in the event of conduct that is detrimental to the business or an accounting restatement, and is designed to comply with the clawback rules of the SEC and the related exchange listing standards (the “U.S. Clawback Rules”).
In light of the significant long-term nature of our approach to compensation, we do not add performance conditions to our vesting terms. In general, performance vesting involves setting specific performance metrics which BAM is required to meet over a specified performance period before executives are entitled to receive value under the long-term plan. It is quite common for these provisions to include performance periods of three years. As noted above, our compensation programs provide for longer vesting periods of five years. We believe that adding short-term performance metrics to our compensation plans would be detrimental to our overall long-term focus and would threaten to introduce the risk of behavior that favors short-term performance over long-term value creation. While we are respectful of those who use these metrics, we have reviewed this approach and do not believe it is in the best interests of our shareholders or of the business.
Value creation for our senior management team is almost entirely based on share price over the long term — we do not provide performance multipliers that pay out for strong performance in a weak market or for achieving internal targets set by management — our management receive value from their equity awards only when our shareholders realize value over the long-term.
The following sections provide a detailed description of BAM’s executive compensation philosophy and programs and the decisions of our GNCC under these programs, as well as the factors considered in making its decisions.
Overview of the Business in 2025
BAM’s operations are organized into five principal investment strategies in addition to our corporate activities. These strategies consist of infrastructure, renewable power and transition, private equity, real estate and credit. Certain executives who: (i) have responsibility for overall corporate activity; (ii) are in charge of one of BAM’s principal business units, divisions or functions; or (iii) perform a similar policy making function for BAM, are executive officers of BAM. As at December 31, 2025, there were five executive officers.
BAM’s compensation philosophy described in the Compensation Discussion and Analysis is applicable for all corporate executives; however, the focus is on the compensation of our “Named Executive Officers” for 2025 who were:
| Named Executive Officer | Position |
|---|---|
| Bruce Flatt(a) | CEO, BAM |
| Hadley Peer Marshall | CFO, BAM |
| Connor Teskey(a) | President, BAM; CEO, Renewable Power and Transition |
| Brian W. Kingston | Head of US, BAM |
| Cyrus Madon | Executive Vice Chair, BAM and Executive Chair, Private Equity |
(a) Connor Teskey was appointed as CEO on February 3, 2026.
The GNCC recommends to the full Board for the final approval of the compensation for the Named Executive Officers and the other executive officers of BAM.
The Board has charged the executive officers with building a global asset management business focused on long-term sustainable growth in cash flows. The following table outlines the key business accomplishments for 2025:
2025 Business Achievements
Expanded our asset management activities:•Increased Fee-Bearing Capital to $603 billion.•Raised over $112 billion of capital for the full year.•Deployed over $66 billion of capital over the year, most notably within credit ($36.3 billion), infrastructure ($10.8 billion) and real estate ($7.5 billion). Additionally, we sold assets and businesses valued at nearly $80 billion, representing $50 billion of equity capital.•Achieved record financial results, generating $3.0 billion of Fee-Related Earnings in the year, up 22% from the prior year, and $2.7 billion of Distributable Earnings, up 14% from the prior year.•Increased our quarterly dividend by 15% to $2.01 per share on an annual basis.
Role of the Governance, Nominating and Compensation Committee
Governance, Nominating and Compensation Committee Members and Expertise
Mses. Garfield (Chair) and Noble were appointed to the GNCC on December 9, 2022, Ms. Gilbert was appointed to the GNCC on June 9, 2023, and Mr. Cutler was appointed to the GNCC effective March 17, 2025. Each of the four members of the GNCC are independent, and the Board believes that the GNCC collectively has the knowledge, skills, experience and background required to fulfill its mandate.
Governance, Nominating and Compensation Committee Mandate
The GNCC has a specific written mandate to review and approve compensation for the executive officers. This includes an annual evaluation of the performance of the Named Executive Officers and other executive officers. The GNCC makes recommendations to the Board with respect to the compensation of the Named Executive Officers and the Board gives final approval on compensation matters.
The GNCC meets as required, and at least annually, to monitor and review management compensation policies, management succession planning, diversity and the overall composition and quality of BAM’s management resources. The GNCC held three meetings in 2025 and there are three regular meetings scheduled for 2026. None of the recommendations of the GNCC were rejected or modified by the Board during 2025.
Benchmarking Executive Compensation and Compensation Peer Group
Salary and short-term incentives are elements of compensation that can be easily benchmarked; however, long-term incentives are more difficult to benchmark since their value is dependent on the underlying assumptions used by each organization and may not be consistent across organizations. Since long-term incentives are a significant focus of BAM’s incentive programs, the GNCC has not defined a peer group or benchmarked Named Executive Officer compensation against a peer group. Management conducts annual compensation benchmarking for executives and results are shared with the GNCC as appropriate. As described above, the GNCC believes that BAM’s current compensation policies have assisted in attracting and retaining top talent and encouraging executives to assess the risks related to their decisions and actions, and minimizing the ability of executives to benefit from taking risks that increase the performance of BAM in the short-term at the expense of long-term value. The GNCC also believes that BAM’s current compensation policies meet BAM’s other objectives, as described under “Compensation Approach” on page 146 of this report.
Independent Compensation Advisors
The GNCC has the authority to retain independent compensation advisors, but did not do so in 2025. If the GNCC engages outside compensation advisors in the future, it will take appropriate steps to ensure they are independent from, and provide no other services to, BAM or its management.
Succession Planning
Each year the GNCC assesses the availability of suitable succession candidates for the executive officer positions, including the CEO and other Named Executive Officers. Specifically, the GNCC is provided with a list of potential leadership candidates and reviews the performance, skills, current responsibilities and plans for their continued development. In addition, the GNCC spends time each year reviewing, with management, the performance and development of junior executives. The GNCC believes that this review is important for succession planning purposes and for the compensation awarding process. Brookfield has a long history of developing executives from within rather than hiring externally and the awarding of long-term incentives is an important component of rewarding and retaining these executives.
Diversity
BAM is committed to workplace diversity, which is important to BAM’s long-term success and BAM actively supports the development and advancement of a diverse group of employees capable of achieving leadership positions. Leadership appointments are solely based on merit, and not on other factors because management and the Board believe that merit should be the guiding factor in determining whether a particular candidate is capable of bringing value to BAM. As such, the Board has not adopted formal targets for female representation in executive positions. However, a cornerstone of BAM’s succession planning process is a tailored approach to the development and advancement of employees capable of achieving executive officer positions. Tailoring the development plan for each individual permits BAM to consider the needs of the individual. This tailored approach to developing executives starts with identifying individuals who demonstrate the skills and attributes required to achieve executive officer positions within BAM. The progress of these individuals is reviewed annually in order to ensure that each individual is being provided opportunities to achieve their potential. Development opportunities include exposure to a new competency or skill, a transfer between business units, a relocation, a role expansion and other stretch opportunities.
Compensation Related Risk
Annually, the GNCC reviews BAM’s compensation approach, policies and practices as well as BAM’s incentive plans at the corporate level and within its business units. In 2025, the GNCC completed this review in November 2025.
The GNCC also reviews the terms and conditions of the Long-Term Share Ownership Plans, as well as any proposed amendments, and considers the appropriateness and effectiveness of the plans in the context of current compensation practices, regulatory changes and BAM’s objectives. The GNCC receives an update on the financial arrangements entered into by BAM to hedge the impact on BAM of future increases in the market price of its Class A Shares against the liability incurred under BAM’s Deferred Share Unit Plan. For 2025, the GNCC determined that the plans are appropriate and effective.
The GNCC reviewed BAM’s compensation policies and practices, including the design of BAM’s incentive plans to ensure that they:
encourage management to consider the risks associated with their decisions;
minimize management’s ability to benefit from taking risks that increase performance in the short-term at the expense of long-term value creation;
hold management accountable for their decisions both during employment with, and post-departure from, BAM; and
provide discretion to the GNCC, where appropriate, to prevent unintended consequences which either unduly benefit or penalize management.
This review separately considered businesses that deploy capital (e.g. private fund business) and businesses that do not deploy capital (e.g. fee for service business) since the compensation risks associated with these businesses are different.
As part of its 2025 review, the GNCC did not identify any risks which are reasonably likely to have a material adverse effect on BAM. It was concluded that BAM’s compensation approach, policies and practices for its executives at the corporate level and within its business units appropriately:
encourage executives to consider the risks associated with their decisions and actions; and
do not result in the probability that excessive payouts will be made before the outcome of risks are known.
In reaching their conclusion, the GNCC considered the following:
the emphasis on long-term compensation for executives in businesses that allocate capital including five-year vesting periods and the forfeiture terms related to departure;
the fact that the design of incentive arrangements for businesses that deploy capital considers the additional risk relative to businesses that do not deploy capital;
the direct link between the payout to the executive and the performance of the businesses; and
the timing of payouts to executives who are dedicated to a fund are delayed until the funds’ performance is substantially realized and risk outcomes are determined.
The GNCC also reported that the compensation arrangements for the Named Executive Officers are consistent with the objectives of BAM’s compensation program as outlined under “Compensation Approach” on page 146 of this report, support the creation of shareholder value over the longer term, as well as the attraction and retention of executives who make decisions with a long-term view, and encourage an assessment of risk related to the decisions made and actions taken. The following practices related to the compensation of the executive officers support this conclusion:
the highest percentage of total annual compensation is granted as Long-Term Share Ownership Plan awards which vest over five years with overlapping vesting periods;
the significant level of equity ownership by management;
management remains exposed to the long-term risks associated with their decision-making through their equity ownership and compensation granted as long-term incentives;
the fact that options and escrowed shares are held well beyond their vesting period and generally until close to their expiry date; and
the length of tenure of management with Brookfield.
Key Elements of Compensation
| During the past four years, total compensation for the Named Executive Officers has been comprised of approximately 13% Base Salary, 9% Annual Management Incentive Plan awards and 78% Long-Term Share Ownership Plan awards. | In order to achieve our compensation objective to create alignment of interests between shareholders and management, while minimizing management’s ability to benefit from taking risks that increase performance in the short-term at the expense of long-term value creation, executives receive a substantial portion of their compensation in awards under the Long-Term Share Ownership Plans as described on pages 152 to 154 of this report which:•reinforces the focus on long-term value creation;•aligns the interests of executives with other shareholders of BAM; and•encourages management to follow a rigorous forward-looking risk assessment process when making business decisions. |
|---|
Total compensation for executives with corporate responsibilities is comprised of the following elements: Base Salary, Annual Management Incentive Plan awards (“Bonus”) and participation in BAM’s Long Term Share Ownership Plans and standard benefits.
Total compensation for executives who are at earlier stages in their careers also includes awards pursuant to BAM’s Long-Term Share Ownership Plans but a larger percentage of their total compensation is in the form of Base Salary and Bonus awards in recognition of their personal needs and to be competitive within the alternative asset management industry. Furthermore, changes in total compensation from year to year often vary more for these executives as they take on increasing responsibility.
As executives progress within BAM, they have the opportunity to receive their annual Bonus in DSUs instead of cash under BAM’s Deferred Share Unit Plan or Restricted Shares under BAM’s Restricted Stock Plan. This enables executives to increase their ownership interest in BAM over time.
The following table provides an overview of each of the elements of compensation, followed by further details related to BAM’s Bonus and Long-Term Share Ownership Plans.
| Element | Purpose | How Determined |
|---|---|---|
| Base Salary | •Delivers the only form of fixed compensation•CEO Base Salary is similar to other executive officers, subject to cost of living differentials between employment locations•Not intended to be the most significant component of an executive’s compensation | •Base Salaries for senior and other executives are reviewed annually to reflect the relative experience and contribution of each executive |
| Annual Management Incentive Plan (Bonus)Maximum target annual incentive is 100% of Base Salary(There is a detailed description of the plan on page 151 and 2025 awards are outlined on page 157 of this report) | •Motivate and reward participants for achieving annual business objectives and for making decisions and taking actions consistent with BAM’s long-term focus•Foster a collaborative approach to meeting long-term objectives•Not intended to be the most significant component of an executive’s compensation•Executives may elect to take bonuses in the form of DSUs or Restricted Shares | •Annual cash bonuses are discretionary, based on individual, team and corporate performance•Awards are based on performance and consider the specific operational and individual annual performance targets, but are not formulaic |
| Long-Term Share Ownership Plans(There is a detailed description of each of the plans on pages 152 to 154 and 2025 awards are also outlined on page 160 of this report) | •Align the executive’s interests with those of BAM’s shareholders•Foster a collaborative approach to meeting long-term objectives•Enable participants to create personal wealth through an increase in the value of BAM’s shares•Motivate executives to improve BAM’s long-term financial success•Intended to be the most significant component of an executive’s compensation | •BAM currently operates three Long-Term Share Ownership Plans and executives receive their long-term incentive awards in one of the following Plans: 1. Share Option Plans •Management Share Option Plan •Non-qualified Management Share Option Plan 2. Deferred Share Unit Plan 3. Restricted Stock Plans •Restricted Stock Plan •Escrowed Stock Plan •Annual participation in each plan is dependent on the business unit and the level of the executive •Named Executive Officers receive their long-term incentive award in the form of Escrowed Shares under the Escrowed Stock Plan |
| Group Benefits | ||
| Health Insurance | •Provide health and dental benefits and life and disability insurance coverage | •All employees, including the Named Executive Officers, are eligible to participate in health, dental and insurance plans which vary by location |
| Retirement Savings Plan | •Provide tax deferred retirement savings | •All employees, including the Named Executive Officers, are eligible to receive an annual contribution to a registered retirement savings plan equivalent to a nominal percentage of Base Salary based on local market practice. The percentage is the same for all executives•There are no defined benefit pension plans in place for the Named Executive Officers or any other executives |
Annual Management Incentive Plan (“Bonus Plan”)
BAM believes that, given its focus on the long-term when making decisions, the impact of which is difficult to assess in the short-term, a heavy emphasis on annual incentives and a formulaic calculation of awards based on the achievement of annual operational or individual performance targets may not appropriately reflect decisions that are fully aligned with the long-term strategy of BAM. Accordingly, the awards made under the Bonus Plan typically represents approximately 10% of an executive officer’s total compensation.
The GNCC believes that its ability to exercise discretion and judgment is critical to ensuring that annual incentives reflect the assessment of risk in the decisions and actions taken by management and consider unexpected circumstances or events that have occurred during the year. Accordingly, for the executive officers, including the Named Executive Officers, the GNCC starts with a review of the management team’s collective performance in meeting the broader business plan objectives. These objectives include both short-term operational goals and objectives related to the implementation of the long-term business strategy. Given the emphasis on long-term value creation, it is not unusual for some of the objectives set at the beginning of the year to change during the year. Each year, the GNCC reviews:
the accomplishments during the year;
why certain objectives were not met or certain actions were not undertaken; and
additional initiatives undertaken by management, which were not contemplated in the initial objectives.
Accordingly, annual incentive awards are determined based on the GNCC’s:
assessment of management’s decisions and actions and how those decisions and actions align with BAM’s long-term strategy of value creation and how management considered the risks associated with such decisions; and
determination of whether any objectives were not met because management made decisions in the best long-term interests of BAM or due to factors outside of management’s control.
The compensation structure for Mr. Flatt includes a Base Salary and Long-Term Share Ownership award only, further reinforcing a focus on long-term decision-making. In addition, given BAM’s view that acollaborative approach is fundamental to meeting its long-term objectives, the Bonus Plan awards for the Named Executive Officers tend to be similar in amount and typically do not fluctuate significantly from year to year.
For other executives, the incentive award is based more on the performance of the individual executive (as measured by the achievement of specific objectives) and less on collective performance.
Long-Term Share Ownership Plans
BAM’s Long-Term Share Ownership Plans are intended to:
encourage share ownership;
increase executives’ interest in the success of BAM;
encourage executives to remain with BAM as a result of the delayed vesting of awards; and
attract new members of management by remaining competitive in terms of total compensation arrangements.
BAM has three types of Long-Term Share Ownership Plans. Awards are made under the following plans:
| Award | Key Terms | Basis for Award |
|---|---|---|
| Option Plans | ||
| Management Share Option Plan and Non-Qualified Management Share Option Plan (collectively, the “Option Plans”) | ||
| Options to purchase Class A Shares (“options”) which are settled in Class A SharesThe Option Plans are administered by the Board and described in detail under “Security-Based Compensation Arrangements” on pages 162 to 163 of this report | •10 year term•Each award vests 20% per year over five years in arrears•No entitlement to dividends•Exercise price based on the volume-weighted average price of a Class A Share for the five business days preceding the grant date | •Generally granted in the first quarter of each yearas part of the annual compensation review:◦Number of options is determined based on executive’s level of responsibility and performance◦Consideration is given to the number and value of previous option awards•Also granted:◦From time to time as additional discretionary awards to executives who have demonstrated an ability to take on additional responsibility or who have consistently performed at a high level◦In certain circumstances, to executives commencing employment with BAM•The CEO recommends all awards to the GNCC•The GNCC recommends the award for the CEO•The Board, at the recommendation of the GNCC, approves all awards |
| 2025 Awards and ExercisesIn 2025, we granted a total of 4,777,175 options under the Option Plans, representing approximately 0.3% of BAM’s issued and outstanding Class A Shares as at December 31, 2025 on a fully diluted basis.In total during 2025, 1.6 million options with an aggregate in-the-money value of $54 million were disposed of or exercised. | ||
| Deferred Share Unit Plan | ||
| Deferred Share Unit Plan | ||
| Settled by a cash payment equal to the value of the Class A Shares | •Vesting period over five years in arrears•DSUs awarded in lieu of an annual cash bonus vest immediately•Only redeemed for cash upon cessation of employment through retirement, resignation, termination or death•Dividends are received in the form of additional DSUs | •Annual cash bonus taken in the form of DSUs at the executive’s election•A mandatory deferral of a cash bonus in certain businesses•Additional discretionary awards may be granted to executives who have demonstrated an ability to take on additional responsibility or who have consistently performed at a high level |
| 2025 AwardsIn 2025, we awarded 24,199 DSUs in lieu of cash bonuses. | ||
| Award | Key Terms | Basis for Award |
|---|---|---|
| Restricted Stock Plans | ||
| Restricted Stock Plan | ||
| Class A Shares purchased directly or indirectly on the open market subject to certain restrictions (“Restricted Shares”) | •Vesting period over five years•Restricted Shares awarded in lieu of an annual cash bonus vest immediately•Vested and unvested Restricted Shares must be held until the vesting date (or in certain jurisdictions, until the fifth anniversary of the award date)•Dividends are received in the form of cash, unless otherwise elected | •Annual cash bonus taken in the form of Restricted Shares at the executive’s election•A mandatory deferral of a cash bonus in certain businesses•Additional discretionary awards are also granted to executives who have demonstrated an ability to take on additional responsibility or who have consistently performed at a high level•Occasionally awarded as long-term incentives |
| 2025 AwardsIn 2025, we granted a total of 1,297,820 Restricted Shares. | ||
| Escrowed Stock Plan | ||
| Non-voting common shares (“Escrowed Shares”) of one or more private companies (each, an “Escrowed Company”). Each Escrowed Company is capitalized with common shares and preferred shares issued to BAM or BN for shares of Brookfield Asset Management ULC, Class A Shares or cash proceeds. Regular dividends paid to each Escrowed Company on the shares of Brookfield Asset Management ULC or the Class A Shares acquired by the Escrowed Company will be used to pay dividends on the preferred shares which are held by BAM and BN. | •Typically vest 20% each year commencing onthe first anniversary of the date of the award•Right to exchange Escrowed Shares for Class A Shares issued from treasury no later than the 10th anniversary of the award date•Any Class A Shares acquired by an Escrowed Company will not be voted•Any Class A Shares acquired by the Escrowed Companies are generally purchased in the open market, thereby limiting dilution for shareholders | •Generally awarded in the first quarter of each year as part of the annual compensation review and only to the executive officers and certain senior management(a)•The CEO recommends all awards to the GNCC•The GNCC recommends the award for the CEO•The Board, at the recommendation of the GNCC, approves all awards |
| 2025 Awards and SettlementsIn 2025, we granted a total of 3,544,325 Escrowed Shares and 73,908 Class A Shares were issued under the Escrowed Stock Plan for settlement of existing awards. | ||
| (a)For corporate executives, the annual long-term incentive award is typically in the form of options, Escrowed Shares or occasionally Restricted Shares. The number of options, Escrowed Shares or Restricted Shares awarded is dependent on the executive’s annual target (the “Target”). The Target is a function of the executive’s role, level and contribution. Accordingly, an individual’s Target typically increases over time. The number of options or Escrowed Shares awarded to an executive is calculated as (i) the Target divided by (ii) the price of the Class A Shares at the time the award is determined. In certain circumstances, awards in excess of the Target are granted to executives who have taken on additional responsibility, or who have consistently performed at a high level. | ||
Key Policies and Practices to Support Alignment
The GNCC maintains compensation programs that incorporate leading compensation governance principles. Highlighted below are some of BAM’s executive compensation policies and practices that are designed to (i) encourage executives to consider the risks associated with their decisions, (ii) minimize the risk that executives are rewarded in the short-term for actions which are detrimental in the long-term, and (iii) reinforce the alignment of the interests of management with the long-term interests of shareholders.
The following outlines BAM’s policies and practices which incorporate leading compensation governance principles:
ü Require executive officers to own a significant interest in BAM
ü Require executive officers to hold, for at least one year, an interest in Class A Shares equal to the net proceeds realized on exercise of options or exchange of Escrowed Shares
ü Provide for clawback of incentive and equity-based compensation in the event of accounting restatements or detrimental conduct
ü Require long-term incentives to vest over five years
ü Termination provisions generally require departing executives to forfeit unvested awards
ü Do not provide defined benefit pension plans for any executives
ü Restrict hedging of shares or share-based incentives
Share Ownership Guidelines
The executive officers are required to hold Class A Shares, DSUs, Restricted Shares or other equity securities that own underlying Class A Shares with avalue equal to five times Base Salary, based on the market value of the securities held, and which must be attained within five years of being designated as executive officers. As at February 23, 2026, all of the executive officers who are required to have met the share ownership requirement have done so. Any executive officer who has not yet met the ownership requirement remains on track to fulfill the ownership requirement within the applicable timeframe.
Reimbursement of Incentive and Equity-Based Compensation (Clawback)
Pursuant to BAM’s Clawback Policy (the “Clawback Policy”), executive officers may be required to pay to BAM an amount equal to some or all of any cash payments or equity awards granted or paid to, or earned by, such executive officer under the terms of any of BAM’s incentive compensation or long-term incentives plans (collectively, “Awards”). This payment may be required in the event that (i) BAM is required to prepare an accounting restatement due to BAM’s material noncompliance with any financial reporting requirement under United States federal securities laws or to avoid a material accounting misstatement or (ii) an executive officer is determined to have engaged in conduct which the GNCC determines is detrimental to BAM.
The GNCC has full and final authority to make all determinations under the Clawback Policy including, without limitation, whether the Clawback Policy applies and if so, the amount of compensation to be repaid or forfeited by the executive officer. In the event that BAM is required to prepare an accounting restatement, the GNCC will review all incentive-based compensation earned by its executive officers (i) after beginning service as an executive officer, (ii) during the three completed fiscal years immediately preceding the date on which BAM is required to prepare the accounting restatement (as well as during any transition period specified in the U.S. Clawback Rules), (iii) while BAM has a class of securities listed on a U.S. stock exchange, and (iv) after the U.S. Clawback Rules became effective. If the GNCC determines that one or more executive officers received any erroneously awarded compensation in connection with an accounting restatement, the GNCC will seek recoupment from such executive officers of all such erroneously awarded compensation, unless it determines that one of the impracticality exceptions set forth in the U.S. Clawback Rules is available.
In order to protect BAM’s reputation and competitive ability, the Clawback Policy may also apply to executive officers that engage in conduct that is detrimental to BAM during or after the cessation of such executive officer’s employment with BAM. Detrimental conduct includes any conduct or activity, whether or not related to the business of BAM, that is determined in individual cases by the GNCC, to constitute: (i) fraud, theft-in-office, embezzlement or other illegal activity; (ii) failure to abide by applicable financial reporting, disclosure and/or accounting guidelines; (iii) material violations of BAM’s Code of Conduct; or (iv) material violations of BAM’s Positive Work Environment Policy (including the sexual harassment related provisions thereof). In the event that it is determined that detrimental conduct has occurred, the Clawback Policy relates to any Awards received: (i) on or after the date the executive officer is determined to have engaged in detrimental conduct; and/or (ii) the two year period prior to the date the executive officer is determined to have engaged in detrimental conduct.
Where it is determined (i) through an accounting restatement that incentive-based compensation was erroneously awarded to an executive officer or (ii) that the executive officer engaged in detrimental conduct, the GNCC will have the ability to: (x) require the executive officer to re-pay any Award paid to the executive officer; (y) cancel/revoke any prior Award that has not yet vested to, and any Award that has vested but has not yet been exercised by, the executive officer; and/or (z) require the executive officer to re-pay the cash value realized by the executive officer on any Award that has already vested to the executive officer. Awards include all plans under which cash payments or equity awards granted or paid are currently being made (DSUs, Escrowed Shares and Restricted Shares) or any plans which are no longer operating but still have outstanding awards.
Hedging of Economic Risks for Personal Equity Ownership
All executives are prohibited from entering into transactions that have the effect of hedging the economic value of any direct or indirect interests by the executive in Class A Shares, including their participation in Long-Term Share Ownership Plans. Under limited circumstances, an executive may be permitted to enter into a transaction that has the effect of hedging the economic value of any direct or indirect interests held by such executive, but only to the extent that the transaction (i) is executed and disclosed in full compliance with all applicable rules and regulations; (ii) has been approved by the CEO, President and CFO and, if appropriate, the GNCC; and (iii) is in respect of interests directly or indirectly held by such individual in excess of the interests that such individual is required to hold under the Share Ownership Guidelines. To date, no executive has hedged the economic value of their direct or indirect interests in BAM.
Option Exercise Hold Periods During and Post-Employment
In order to minimize any possibility of executives opportunistically exercising options and selling the securities received at an inappropriate time, and to require share ownership post-employment, executive officers are required to continue to hold, for at least one year, an interest in Class A Shares equal to any net after-tax cash proceeds realized from the exercise of options or exchange of Escrowed Shares. This requirement is distinct and in addition to any share ownership guidelines.
Termination and Change of Control Provisions
As a general practice, BAM does not provide contractual termination or post-termination payments or change of control arrangements to employees. Specifically, BAM has not entered into contractual termination, post-termination or change of control arrangements, employment contracts or golden parachutes with any of its Named Executive Officers.
The following table provides a summary of the termination provisions in BAM’s Long-Term Share Ownership Plan. No incremental entitlements are triggered by termination, resignation, retirement or a change in control. Any exceptions to these provisions are approved on an individual basis at the time of cessation of employment. Exceptions are approved by the Chair of the GNCC or the Board, depending on the circumstances.
Long-Term Share Ownership Plan Termination Provisions(a)
| Termination Event | DSUs | Options | Restricted Shares / Escrowed Shares |
|---|---|---|---|
| Retirement(as determined at the discretion of the Board) | Vested units are redeemable on the day employment terminates. Unvested units are forfeited. | Vesting ceases on retirement. Vested options are exercisable until their expiration date. Unvested options are cancelled. | Vested shares are redeemable on the day employment terminates, subject to the hold period. Unvested shares are forfeited. |
| Termination Without Cause | Vested units are redeemable on the day employment terminates. Unvested units are forfeited. | Upon the date of termination, unvested options are cancelled and vested options continue to be exercisable for 60 days(b) from the termination date, after which unexercised options are cancelled immediately. | Vested shares are redeemable on the day employment terminates, subject to the hold period. Unvested shares are forfeited. |
| Termination With Cause | Upon date of termination, all unvested and vested units are forfeited, with the exception of DSUs awarded as a result of a participant’s election to take their annual bonus in the form of DSUs. | All vested and unvested options are cancelled upon the close of business on the termination date. | Upon date of termination, all vested and unvested shares are forfeited. |
| Resignation | Vested units are redeemable on the day employment terminates. Unvested units are forfeited. | Upon the date of termination, all vested and unvested options are cancelled. | Vested shares are redeemable on the day employment terminates, and remain subject to the hold period. Unvested shares are forfeited. |
| Death | Vested units are redeemable on the date of death. Unvested units are forfeited. | Options continue to vest and are exercisable for six months following date of death(b) after which all unexercised options are cancelled immediately. | Vested shares are redeemable on the date of death, and remain subject to the hold period. Unvested shares are forfeited. |
(a)This table represents a summary of the termination provisions in the Long-Term Share Ownership Plans provided by BAM and should not be construed as the complete terms.
(b)Up to, but not beyond, the expiry date of options.
2025 Compensation Decisions
The Board has charged the CEO and the management team with expanding the asset management business globally in a manner consistent with the creation of shareholder value over the long term. The CEO’s personal performance, as well as the performance of the executive officers, is reviewed each year by the Board and the GNCC in relation to operational results, the achievement of other objectives set out at the beginning of the year related to the implementation of the long-term business strategy and other accomplishments.
Each year, the CEO presents an annual business plan to the Board. The plan incorporates both short-term and long-term growth objectives. This annual business plan sets out the strategic direction of BAM, together with specific operational targets and objectives related to the implementation of BAM’s long-term business strategy. The targets and objectives are aggressive and, given the opportunistic and entrepreneurial nature of the organization, provide the Board with examples of various transactions and initiatives that management believes will create shareholder value over the long-term.
The determination of annual incentive awards and long-term ownership awards is not formulaic but instead is entirely based on the Board’s assessment of the specific actions taken during the year by the team to implement BAM’s strategic plans and any amendments to the plans, all in the context of long-term value creation, and other actions taken in response to unforeseen developments during the year.
Information Reviewed by the Governance, Nominating and Compensation Committee
In February 2026, the GNCC received a report detailing the compensation arrangements for the executive officers, including the Named Executive Officers. The report summarized the total 2025 compensation, including proposed annual incentive awards and Long-Term Share Ownership Plan awards as well as the proposed 2026 Base Salaries. The report also presented a wealth accumulation analysis, including the “in-the-money” value of vested and unvested Long-Term Share Ownership Plan awards previously granted and the options exercised during the year for each executive officer.
The report included an analysis of the expected value of 2025 compensation awards to the Named Executive Officers that would be paid under various performance results. The GNCC determined that the resulting compensation was reasonable and appropriate based on the projected performance of the Class A Shares over a 10-year period.
The extent of equity ownership by all executives is an important consideration for the GNCC. It demonstrates the extent to which executives will benefit from, and will be motivated to achieve, the long-term enhancement of shareholder value. Accordingly, the report also contained an analysis of equity ownership by all executives. It also summarized the equity ownership by the most senior executives including Class A Shares held directly and indirectly as well as through Long-Term Share Ownership Plans, along with a summary of the tenure with the organization of each executive officer. The GNCC determined that the significant level of equity ownership of the executive officers creates an alignment of interests to enhance shareholder value over the longer term.
In addition, the report contained a summary of regular andadditional discretionary option awards to all executives as recommended by the executive officers. The GNCC has determined that these arrangements are reasonable and appropriate.
2025 Incentive Awards
The GNCC considered the significant achievements by BAM in 2025 as outlined on page 147 of this report. After considering these achievements, the GNCC determined that management had advanced the long-term business strategy in a manner consistent with the creation of shareholder value over the longer term. Accordingly, the annual and long-term incentive awards for 2025 were as follows:
| Named Executive Officer | Annual Incentive($) | Long-Term Incentive Value($) |
|---|---|---|
| Bruce Flatt(a) | — | 3,221,160 |
| Hadley Peer Marshall | 900,000 | 2,041,209 |
| Connor Teskey | 1,000,000 | 4,026,450 |
| Brian W. Kingston(b) | 750,000 | 5,360,400 |
| Cyrus Madon(c) | — | 1,610,580 |
(a)Mr. Flatt is not eligible for an annual incentive. His compensation consists of a Base Salary and an award under one of BAM’s Long-Term Share Ownership Plans. In addition, Mr. Flatt, who remains CEO of BN, is eligible for BN compensation, including Long-Term Share Ownership Plans. In 2025, Mr. Flatt received $5,360,400 in Long-Term Incentive Value as BN compensation in his capacity as CEO of BN.
(b)Mr. Kingston is eligible for an annual award under one of BAM’s Long-term Share Ownership Plans. In addition, Mr. Kingston is eligible for awards under BN Long-Term Share Ownership Plans. In 2025, Mr. Kingston’s Long-Term Incentive Value was awarded as BN compensation.
(c)Mr. Madon is not eligible for an annual incentive. His compensation consists of a Base Salary and an award under one of BAM’s Long-Term Share Ownership Plans. In addition, Mr. Madon is eligible for BN compensation, including Long-Term Share Ownership Plans. In 2025, Mr. Madon received $2,680,200 in Long-Term Incentive Value as BN compensation in his capacity as Executive Vice Chair of BN.
The GNCC considered these awards to be aligned with the compensation approach of rewarding long-term value creation and consistent with BAM’s compensation philosophy of providing a significant portion of executive compensation in the form of long-term equity-based awards.
The Named Executive Officers also received an annual contribution to a retirement savings plan. Their participation in these retirement savings plans is on the same basis as all other employees of BAM subject to geographic and market differentials, and they do not have any entitlement to future pension benefits or other post-employment benefits from BAM. As a result, BAM has no post-employment obligation to provide pension, medical or other employee benefits to the Named Executive Officers.
Named Executive Officer Compensation Mix
On average, approximately 70% of the value of compensation awarded to our Named Executive Officers for 2025, excluding Mr. Flatt, is in the form of long-term incentive awards. Approximately 90% of the value of compensation awarded to Mr. Flatt for 2025 is in the form of long-term share ownership awards. The actual value of this compensation, which is earned over time, depends upon the performance of the Class A Shares. The compensation mix for the Named Executive Officers, in 2025, is set out in the table below.
| Annual Management Incentive | |||||
|---|---|---|---|---|---|
| Base Salary | Cash Bonus | DSUs / Restricted Shares | Long-Term Share Ownership | Percentage of Compensation at Risk | |
| One Year (2025) | |||||
| Chief Executive Officer | 10% | — | — | 90% | 90% |
| Other Named Executive Officers | 16% | 14% | —% | 70% | 70% |
| Four Years (2022 - 2025) | |||||
| Chief Executive Officer | 10% | — | — | 90% | 90% |
| Other Named Executive Officers | 14% | 12% | 4% | 70% | 74% |
Details of the components of the compensation paid to Mr. Flatt and the other Named Executive Officers for 2025 is set out in the Summary Compensation Table on page 160 of this report.
Chief Executive Officer Ownership Interests in BAM
Consistent with BAM’s philosophy of aligning the interests of management and shareholders and fostering an entrepreneurial environment that encourages a focus on long-term value creation, Mr. Flatt has, over his 36 years with Brookfield, and as a result of the treatment of outstanding long-term incentive awards in the Arrangement, accumulated a number of ownership interests in BAM in the form of DSUs and Escrowed Shares. In addition, and separate from any compensation arrangements, but relevant to the extent it aligns Mr. Flatt’s interests with shareholders, Mr. Flatt owns a significant number of Class A Shares. These ownership interests are held both directly and through ownership in Partners Value Investments L.P.
Class A Share Performance Graphs
The following graphs detail the share performance of BAM’s Class A Shares on the NYSE and TSX.
The total return on the NYSE for the period from December 9, 2022 (the date of BAM’s public listing) to December 31, 2025 has been 81.6%. Total average compensation for the Named Executive Officers has increased by approximately 0.9% over the same period.
NYSE (Symbol: BAM)
The following shows the cumulative total shareholder return for BAM’s Class A Shares (assuming reinvestment of dividends) since December 9, 2022, in comparison with the cumulative total return of the NYSE Composite Total Return Index.
| December 9, 2022 | December 31, 2022 | December 31, 2023 | December 31, 2024 | December 31, 2025 | |
|---|---|---|---|---|---|
| Class A Shares (BAM) | 100 | 89.6 | 130.4 | 182.1 | 181.6 |
| NYSE Composite Total Return Index | 100 | 99.5 | 113.3 | 131.4 | 154.9 |
TSX (Symbol: BAM)
The following shows the cumulative total shareholder return for BAM’s Class A Shares (assuming reinvestment of dividends) since December 9, 2022, in comparison with the cumulative total return of the S&P/TSX Composite Total Return Index.
| December 9, 2022 | December 31, 2022 | December 31, 2023 | December 31, 2024 | December 31, 2025 | |
|---|---|---|---|---|---|
| Class A Shares (BAM) | 100 | 85.8 | 122.4 | 185.6 | 176.6 |
| S&P/TSX Composite Total Return Index | 100 | 97.4 | 109.0 | 132.6 | 174.6 |
Ratio of Named Executive Officer Compensation to Fee-Related Earnings
The following table illustrates the total compensation awarded to the Named Executive Officers for 2023, 2024 and 2025 as a percentage of FRE:
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Aggregate Named Executive Officer Compensation(a) | $22,498,943 | $32,419,360 | $27,951,689 |
| As a Percentage of FRE(b)(c) | 0.75% | 1.32% | 1.25% |
(a)Aggregate Named Executive Officer Compensation is defined as the Total Compensation as it appears in the Summary Compensation Table on page 160 of this report.
(b)FRE totaled $2.995 billion, $2.456 billion and $2.241 billion in 2025, 2024, and 2023, respectively.
(c)FRE is a non-GAAP measure. See the “Certain Terms Used in this Report” on page 4 of this report.
Compensation of Named Executive Officers
The compensation paid and disclosed in the table below represents aggregate amounts earned by the Named Executive Officers for the years ended December 31, 2025, 2024 and 2023. Mr. Flatt, who served as CEO of both BAM and BN, also received, compensation paid and disclosed by BN in the year ended December 31, 2025, December 31, 2024 and December 31, 2023.
Summary Compensation Table(a)
| Name and Principal Position · Year · Annual Base Salary ($) · Annual Incentive Cash ($) · Restricted Shares/DSUs($) · Escrowed Shares / Options(f) ($) · All Other Compensation(g)($) · Total Compensation ($) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Bruce Flatt(b)CEO | 2025 | 375,000 | — | — | 3,221,160 | — | 3,596,160 | |||||
| 2024 | 375,000 | — | — | 4,470,600 | — | 4,845,600 | ||||||
| 2023 | 375,000 | — | — | 2,755,485 | — | 3,130,485 | ||||||
| Hadley Peer Marshall CFO | 2025 | 900,000 | 900,000 | — | 2,041,209 | — | 3,841,209 | |||||
| 2024 | 690,000 | 690,000 | — | 2,889,125 | — | 4,269,125 | ||||||
| 2023 | 675,000 | 675,000 | — | 1,136,484 | — | 2,486,484 | ||||||
| Connor Teskey(c) President | 2025 | 1,000,000 | 1,000,000 | — | 4,026,450 | 174,063 | 6,200,513 | |||||
| 2024 | 1,000,000 | 1,000,000 | — | 5,588,250 | 234,598 | 7,822,848 | ||||||
| 2023 | 923,370 | 923,370 | 2,835,040 | 4,362,851 | 91,171 | 9,135,802 | ||||||
| Brian W. Kingston(d) Head of U.S. | 2025 | 750,000 | 750,000 | — | 5,360,400 | — | 6,860,400 | |||||
| 2024 | 750,000 | 750,000 | — | 5,588,250 | — | 7,088,250 | ||||||
| 2023 | 750,000 | 750,000 | — | 4,592,475 | — | 6,092,475 | ||||||
| Cyrus Madon(e)Executive Vice Chair | 2025 | 375,000 | — | — | 1,610,580 | 15,082 | 2,000,662 | |||||
| 2024 | 750,000 | — | — | 4,470,600 | 29,604 | 5,250,204 | ||||||
| 2023 | 536,925 | — | — | 3,520,898 | 28,796 | 4,086,619 | ||||||
(a)Messrs. Flatt and Madon’s compensation consists of an annual Base Salary and Escrowed Shares. Each other Named Executive Officer is awarded an annual incentive which they can elect to receive in cash, DSUs or Restricted Shares.
(b)Mr. Flatt also received compensation paid by BN in recognition of his role as CEO of BN for the year ended December 31, 2025. Such compensation consisted of a salary of $375,000 and an Escrowed Share award with a grant date fair value of $5,360,400 based on the grant date price of a BN Class A Share on the NYSE on February 23, 2026 of $47.11. This value awarded is determined by the BN board of directors and considers the stock market price of the BN Class A Shares at the time of the award and the potential increase in value based on a hold period of 7.5 years, a volatility of 30.71%, a risk free rate of 3.88% and a dividend yield of 0.8%. This values has been discounted by 25% to reflect the five-year vesting.
(c)To provide for alignment with BN (as majority shareholder of BAM) consistent with that of other BAM Named Executive Officers, Mr. Teskey also received an award of BN Escrowed Shares granted by BN on February 23, 2026. The BN Escrowed Shares have a grant date fair value of $6,700,500 based on the grant date price of a BN Class A Share on the NYSE on February 23, 2026 of $47.11.This value awarded is determined by the BN board of directors and considers the stock market price of the BN Class A Shares at the time of the award and the potential increase in value based on a hold period of 7.5 years, a volatility of 30.71%, a risk free rate of 3.88% and a dividend yield of 0.8%. This value has been discounted by 25% to reflect the five-year vesting.
(d)The 2025 Escrowed Shares amount for Mr. Kingston reflects an award of BN Escrowed Shares granted by BN on February 23, 2026. The BN Escrowed Shares have a grant date fair value of $5,360,400 based on the grant date price of a BN Class A Share on the NYSE on February 23, 2026 of $47.11. This value awarded is determined by the BN board of directors and considers the stock market price of the BN Class A Shares at the time of the award and the potential increase in value based on a hold period of 7.5 years, a volatility of 30.71%, a risk free rate of 3.88% and a dividend yield of 0.8%. This value has been discounted by 25% to reflect the five-year vesting.
(e)Mr. Madon also received compensation paid by BN in recognition of his role as Executive Vice Chair of BN for the year ended December 31, 2025. Such compensation consisted of a salary of $375,000 and an Escrowed Share award with a grant date fair value of $2,680,200 based on the grant date price of a BN Class A Share on the NYSE on February 23, 2026 of $47.11. This value awarded is determined by the BN board of directors and considers the stock market price of the BN Class A Shares at the time of the award and the potential increase in value based on a hold period of 7.5 years, a volatility of 30.71%, a risk free rate of 3.88% and a dividend yield of 0.8%. This value has been discounted by 25% to reflect the five-year vesting.
(f)The amounts for 2025 reflect grants of BAM Escrowed Shares for all Named Executive Officers except for Mr. Kingston whose amount reflects a grant of BN Escrowed Shares. The value awarded under the Escrowed Stock Plan for annual grants is determined by the Board and considers the stock market price of the Class A Shares at the time of the award and the potential increase in value based on a hold period of 7.5 years, a volatility of 31.34%, a risk free rate of 3.88% and a dividend yield of 4.94%. These values, for the annual grants, have been discounted by 25% to reflect the five-year vesting.
(g)These amounts include annual retirement savings contributions and participation in the executive medical program. These amounts also include advance payments in 2023, 2024 and 2025 made to Mr. Teskey under the carried interest plans for Brookfield Capital Partners IV.
Incentive Plan Awards
Mr. Flatt is not eligible for an annual cash incentive award; he receives an annual Base Salary and Escrowed Shares. BAM has no long-term non-equity incentive plan programs. The following four tables show, for each Named Executive Officer (i) outstanding vested and unvested options at December 31, 2025, (ii) unvested Escrowed Shares, Restricted Shares and DSUs and the market value of vested and unvested Escrowed Shares, Restricted Shares and DSUs at December 31, 2025, and (iii) the value of all option and share-based awards which vested during 2025.
Outstanding Option and Share-Based Awards at December 31, 2025
Options
| Name and Principal Position · Number of Securities Underlying Unexercised Option(#) · Option Exercise Price($) · Option Expiration Date · Market Value of Unexercised Optionsat December 31, 2025(a)($) | |||||
|---|---|---|---|---|---|
| Hadley Peer MarshallCFO | 2,118 | 32.75 | February 24, 2030 | 41,594 | |
| 3,031 | 31.46 | February 21, 2031 | 63,447 | ||
| 10,825 | 41.24 | February 17, 2032 | 120,692 | ||
| 91,575 | 35.13 | February 15, 2033 | 1,580,722 | ||
| 185,600 | 40.07 | February 15, 2034 | 2,286,889 | ||
| Total | 293,149 | 4,093,344 | |||
| Connor TeskeyPresident | 151,368 | 32.75 | February 24, 2030 | 2,972,640 | |
| 25,000 | 31.46 | February 21, 2031 | 523,315 | ||
| Total | 176,368 | 3,495,955 | |||
| Brian W. Kingston Head of U.S. | 225,000 | 17.81 | February 16, 2027 | 7,780,230 | |
| Total | 225,000 | 7,780,230 | |||
| Grand Total | 694,517 | 15,369,529 | |||
(a) The market value of the options is the amount by which the closing price of the Class A Shares on December 31, 2025 exceeded the exercise price of the options. All values are calculated using the closing price of a Class A Share on December 31, 2025 on the NYSE of $52.39.
Escrowed Shares, Restricted Shares and DSUs(a)
| Escrowed Shares · Share-Based AwardsRestricted Shares (RSs) · Deferred Share Units (DSUs) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Number of Unvested EscrowedShares | Market Value of Unvested Escrowed Shares(b) | Market Value of Vested Escrowed Shares(b) | Numberof UnvestedRSs | Market Value of UnvestedRSs | Market Value of VestedRSs | Numberof UnvestedDSUs | Market Valueof UnvestedDSUs(c) | Market Value of Vested DSUs(c) | |
| Name | (#) | ($) | ($) | (#) | ($) | ($) | (#) | ($) | ($) |
| Bruce Flatt | 1,901,357 | 28,834,937 | 33,608,080 | — | — | — | — | — | 22,709,778 |
| Hadley Peer Marshall | 258,500 | — | — | 288 | 15,080 | 7,382 | — | — | — |
| Connor Teskey | 1,779,657 | 20,697,440 | 10,584,041 | — | — | — | — | — | 122,095 |
| Brian W. Kingston | 1,762,346 | 20,484,586 | 16,307,228 | — | — | — | — | — | 10,345,389 |
| Cyrus Madon | 1,831,967 | 25,884,830 | 26,779,644 | — | — | — | — | — | 18,554,052 |
(a)The values do not include the most recent Escrowed Share, Restricted Share and DSU awards made to the Named Executive Officers on February 23, 2026.
(b)The value of the Escrowed Shares is equal to the value of the Class A Shares held by the Escrowed Company less the net liabilities and preferred share obligations of the Escrowed Company.
(c)Includes DSUs issued by BN, which track the value of a Class A Share. Values are calculated using the closing price of the Class A Shares on the TSX on December 31, 2025 of $52.39 (C$71.90, converted into U.S. dollars at the Bloomberg mid-market exchange rate on that date of C$1.00 = US$0.7286) and $52.39 on the NYSE, as applicable.
Option and Share-Based Awards Vested During 2025
| Value Vested During 2025(a) | ||||
|---|---|---|---|---|
| Named Executive Officer | Options(b)($) | DSUs(c)($) | Restricted Shares($) | Escrowed Shares(d) ($) |
| Bruce Flatt | — | — | — | 13,779,368 |
| Hadley Peer Marshall | 1,255,310 | — | 16,859 | — |
| Connor Teskey | 901,727 | — | — | 7,727,144 |
| Brian W. Kingston | — | — | — | 9,336,928 |
| Cyrus Madon | — | 417,437 | — | 12,181,398 |
(a)All values are calculated using the closing price of a Class A Share on the vesting date on the TSX and NYSE, as applicable, and converted into U.S. dollars using the average Bloomberg mid-market exchange rate for 2025 of C$1.00 = US$0.7159.
(b)The value represents the amount by which the value of the Class A Shares exceeded the exercise price on the day the options vested.
(c)Values in this column represent the value of DSUs vested in 2025.
(d)The value of the Escrowed Shares is equal to the Class A Shares held by the Escrowed Company less the net liabilities and preferred share obligations of the Escrowed Company.
Security-Based Compensation Arrangements
BAM’s only security-based compensation arrangements are its Option Plans and its Escrowed Stock Plan.
2022 Management Share Option Plan
The 2022 Management Share Option Plan (the “2022 Plan”) was approved by the BN board of directors on September 23, 2022 and by the holders of Class A Shares of BN at the Special Meeting of Shareholders held on November 9, 2022. The 2022 Plan provides for the issuance of 17,500,000 Class A Shares (representing approximately 1.07% of BAM’s issued and outstanding Class A Shares as at December 31, 2025. Options to acquire 8,559,987 Class A Shares have been granted but not exercised, representing approximately 0.52% of BAM’s issued and outstanding Class A Shares as at December 31, 2025. 3,520,804 Class A Shares are available for future option grants, representing approximately 0.21% of BAM’s issued and outstanding Class A Shares as at December 31, 2025.
2022 Non-Qualified Management Share Option Plan
The 2022 Non-Qualified Management Share Option Plan (the “2022 Non-Qualified Plan”) was approved by the BN Board on September 23, 2022 and by the holders of Class A Shares of BN at the Special Meeting of Shareholder held on November 9, 2022. The 2022 Non-Qualified Plan provides for the issuance of 12,500,000 Class A Shares (representing approximately 0.76% of BAM’s issued and outstanding Class A Shares as at December 31, 2025. As at December 31, 2025, 960,561 Class A Shares were issuable pursuant to options granted under the 2022 Non-Qualified Plan, representing approximately 0.06% of BAM’s issued and outstanding Class A Shares as at December 31, 2025. As at December 31, 2025, 11,440,343 Class A Shares remained available for future option grants, representing 0.70% of BAM’s issued and outstanding Class A Shares as at December 31, 2025.
General Terms of Option Plans
The Board establishes the exercise price of each option at the time it is granted, which may not be less than the volume-weighted average price of a Class A Share on the NYSE for the five trading days preceding the effective grant date. If options are approved during a restricted trading period, the effective grant date may not be less than six business days after the restricted trading period ends.
The following is a summary of the other key provisions of the Option Plans. Employees, officers and consultants of BAM and its affiliates and others designated by the Board are eligible to participate in the Option Plans. Non-employee directors are not eligible to participate in the Option Plans. The number of Class A Shares issuable to insiders at any time, or issued in any one year to insiders, under any of BAM’s security-based compensation arrangements cannot exceed in either case 10% of the issued and outstanding shares of this class; and no more than 5% of the issued and outstanding shares may be issued under these arrangements to any one person. The Board determines the vesting period for each option grant, which is normally 20% per year over five years commencing the first year after the grant. The Board also sets the expiry period for each option grant, which may not exceed 10 years, except where the expiry date falls during or shortly after a restricted trading period, in which case the expiry date is 10 days after the restricted trading period ends.
The Option Plans set out provisions regarding the exercise and cancellation of options following a change in the employment status of a plan participant. In general, all vested options must be exercised by, and all unvested options are cancelled on, a participant’s termination date, except as follows: in the event of termination by BAM for reasons other than cause or due to a continuous leave of absence as a result of a disability, vested options must be exercised within 60 days following the termination date; in the event of retirement, vested options continue to be exercisable until the applicable expiry date; and in the event of death, all granted options continue to vest and be exercisable for six months following death. No incremental entitlements are triggered by a change in control of BAM under the Option Plans.
The Option Plans permit participants to exercise vested options in exchange for a number of Class A Shares equivalent in value to (i) the aggregate fair market value of the Class A Shares underlying the options on the exercise date over the aggregate exercise price of the options, less (ii) applicable withholding taxes (only to the extent such taxes have not otherwise been satisfied by the participant). This provides for a reduction in shareholder dilution upon the exercise of options using this feature.
The Option Plans also provide that each person that is an officer, employee or consultant of BN or any of its affiliates shall, for so long as such person remains an officer, employee or consultant of BN or any of its affiliates, be permitted to hold and exercise his or her options in accordance with their terms as though such person was an officer, employee or consultant, as applicable, of BAM or any of its affiliates. The 2022 Plan also permits participants to pay the applicable exercise price and acquire the full number of Class A Shares underlying the options.
Procedure for Amending Option Plans
The Option Plans contain an amending provision setting out the types of amendments which can be approved by the Board without shareholder approval and those which require shareholder approval. Shareholder approval is required for any amendment that increases the number of shares issuable under the Option Plans, that lengthens the period of time after a restricted trading period during which options may be exercised, results in the exercise price being lower than fair market value of a Class A Share at the date of grant, reduces the exercise price or any cancellation and reissuance of an option which would be considered a repricing under TSX rules, expands insider participation, extends the term of an option beyond its expiry date, adds a provision which results in participants receiving shares for no consideration or other amendments required by law to be approved by shareholders. The Option Plans also require shareholder approval for any amendment which would permit options to be transferable or assignable other than for normal estate planning purposes, any amendment to the amendment provisions, any amendment expanding the categories of eligible participants which may permit the introduction or reintroduction of non-employee directors on a discretionary basis and any amendment to remove or exceed the insider participation limit. Shareholder approval is not required for any amendment to the Option Plans or any option that is of a housekeeping or administrative nature, that is necessary to comply with applicable laws or to qualify for favorable tax treatment, that is to the vesting, termination or early termination provisions (provided that the amendment does not entail an extension beyond the expiry period of the options), that adds or modifies a cashless exercise feature that provides for a full deduction of the number of Class A Shares from the Option Plan reserve, and to suspend or terminate an Option Plan. No amendments to the Option Plans were made in 2025.
Other Features of the Option Plans
BAM does not provide any financial assistance to plan participants to facilitate the purchase of Class A Shares issued pursuant to the exercise of options under the Option Plans. Options granted under the Option Plans may be assigned by the plan participant to (i) his or her spouse, descendants or any other immediate family member; or (ii) a trust, the beneficiaries of which are one or more of the plan participant and the participant’s spouse, descendants or immediate family members; or (iii) a corporation or limited liability company controlled by the plan participant or by one or more of the participant and the participant’s spouse, and/or the immediate family members, the shares or interests of which are held directly or indirectly by the plan participant, participant’s spouse and/or immediate family members; or (iv) such other transferees for estate planning purposes as may be permitted by the Board in its discretion.
The Board, on the recommendation of the GNCC, approves all option awards. The GNCC recommends the long-term incentive award for the CEO. All other option awards are recommended by the CEO to the GNCC.
BAM has established a number of policies related to its long-term share ownership plans, including option exercise hold periods, to reinforce the importance of equity ownership by its senior executives over the longer term. See also “Key Policies and Practices to Support Alignment” on page 154 of this report.
The Escrowed Stock Plan
The Escrowed Stock Plan was approved by the BN board of directors on September 23, 2022 and by holders of Class A Shares of BN at the Special Meeting of Shareholders held on November 9, 2022. The Escrowed Stock Plan governs the award of Escrowed Shares of one or more Escrowed Company to executives or other individuals designated by the Board. Each Escrowed Company is capitalized with common shares and preferred shares issued to BAM or BN in exchange for shares of Brookfield Asset Management ULC, Class A Shares or cash proceeds. Each Escrowed Company may use its cash resources to directly or indirectly purchase Class A Shares in the open market or, subject to obtaining exemptive relief (if applicable), in private purchases. Participants are either awarded Escrowed Shares or provided an election to contribute Class A Shares or previously awarded Escrowed Shares as consideration for the Escrowed Shares. Dividends paid to each Escrowed Company on the shares of Brookfield Asset Management ULC or the Class A Shares acquired by the Escrowed Company will be used to pay dividends on the preferred shares which are held by BAM or BN. If a participant elects to contribute Class A Shares as consideration, dividends paid to the Escrowed Company on the contributed Class A Shares will be paid on the common shares held by the participants.
Except as otherwise determined by the Board, 20% of Escrowed Shares will vest on the first anniversary of the granting of such shares, with an additional 20% vesting on each subsequent anniversary, up to and including the fifth anniversary of the grant of the Escrowed Shares.
On date(s) determined by the holders of the Escrowed Shares no later than 10 years after the initial grant, the vested Escrowed Shares will be acquired by BAM in exchange for the issuance of Class A Shares from treasury, where the value of the Class A Shares being issued is equal to the value of the Escrowed Shares being acquired. The value of the Escrowed Shares will be equal to the increase in value of the Class A Shares and shares of Brookfield Asset Management ULC held by the Escrowed Company since the grant date of the Escrowed Shares, as applicable, based on the volume-weighted average price of a Class A Share on the NYSE on the date of the exchange. Participants are not permitted to exchange Escrowed Shares during a restricted trading period, except with the consent of the Board. Once all participants of an Escrowed Company have elected to exchange their Escrowed Shares, the Escrowed Company will be wound up or merged and BAM will cancel at least that number of Class A Shares that is equivalent to the number of Class A
Shares that have been issued to holders of the Escrowed Shares of the Escrowed Company on exchanges such that the dilutive effect of the issuance of Class A Shares is wholly offset.
A maximum of 11,000,000 Class A Shares may be issued under the Escrowed Stock Plan, representing approximately 0.67% of BAM’s issued and outstanding Class A Shares as at December 31, 2025. When Class A Shares are issued in exchange for Escrowed Shares, the number of Class A Shares remaining for future issuance under the Escrowed Stock Plan will be reduced. On the wind-up or merger of an Escrowed Company, the number of Class A Shares held by one or more Escrowed Companies that are cancelled in respect of Class A Shares issued by BAM in exchange for Escrowed Shares are added back to the number of Class A Shares available for future issuance. The combined effect on wind-up or merger of an Escrowed Company is that the dilutive effect of the Class A Share issuance is wholly offset. 186,136 Class A Shares have been issued (representing approximately 0.01% of BAM’s issued and outstanding Class A Shares as at December 31, 2025) and 110,038 Class A Shares have been cancelled under the Escrowed Stock Plan. As at December 31, 2025, 10,923,902 Class A Shares are available for future issuance, representing approximately 0.67% of BAM’s issued and outstanding Class A Shares as at December 31, 2025.
Eligibility for participation in the Escrowed Stock Plan is restricted to designated executives of BAM and its affiliates or any other persons designated by the Board. The number of Escrowed Shares to be granted to each participant is determined at the discretion of the Board, on the recommendation of the GNCC. The GNCC recommends the award of Escrowed Shares for the CEO. All other awards of Escrowed Shares are recommended by the CEO to the GNCC. The number of Class A Shares issuable to insiders at any time, or issued in any one year to insiders, under any of BAM’s security-based compensation arrangements cannot exceed in either case 10% of the issued and outstanding shares of this class; and no more than 5% of the issued and outstanding shares may be issued under these arrangements to any one person. Aside from transfers to BAM (in the case of termination of employment, described in the table under “Termination and Change of Control Provisions” on page 156 of this reportor for personal tax planning purposes, transfers of Escrowed Shares are not permitted. No incremental entitlements are triggered by a change in control of BAM under the Escrowed Stock Plan.
The number of Escrowed Shares granted under the Escrowed Stock Plan annually, expressed as a percentage of the weighted average number of Class A Shares outstanding in the year, was 0.15% in 2023, 0.29% in 2024, and 0% in 2025. See also “Dilution of Class A Shares” on page 165 of this report for information on the rate of Class A Share issuances under the Escrowed Stock Plan.
The Escrowed Stock Plan also provides that each person that is an officer, employee or consultant of BN or any of its affiliates shall, for so long as such person remains an officer, employee or consultant of BN or any of its affiliates, be permitted to hold and exchange his or her Escrowed Shares in accordance with their terms as though such person was an officer, employee or consultant, as applicable, of BAM or any of its affiliates.
Procedure for Amending Escrowed Stock Plan
The Escrowed Stock Plan contains an amending provision setting out the types of amendments which can be approved by the Board without shareholder approval and those which require shareholder approval. Shareholder approval is required for any amendment that increases the number of Class A Shares issuable under the Escrowed Stock Plan, expands insider participation, expands participation to include non-employee directors of BAM, any amendment to the amendment provisions or other amendments required by law to be approved by shareholders. Shareholder approval is not required for any amendment to the Escrowed Stock Plan that is of a housekeeping or administrative nature, that is necessary to comply with applicable laws or to qualify for favorable tax treatment, that is to vesting provisions, that is to the termination or early termination provisions (provided that the amendment does not entail an extension beyond the tenth anniversary of the award date for any particular Escrowed Company), and to suspend or terminate the Escrowed Stock Plan.
Dilution of Class A Shares
| Options Outstanding under the 2022 Plan and Class A Shares Issued under the 2022 Non-Qualified Plan and the Escrowed Stock Plan as a Percentage of Issued and Outstanding Class A Shares | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| 2022 Plan | 0.5% | 2.0% | 2.7% |
| 2022 Non-Qualified Plan(a) | 0.1% | 0.8 | — |
| Escrowed Stock Plan(b) | 0.3% | 1.9 | — |
(a)Reflects the number of Class A Shares to be issued upon exchange of the in-the-money Options under the 2022 Non-Qualified Plan during the applicable year.
(b)Reflects the number of Class A Shares to be issued upon exchange of the in-the-money Escrowed Shares, less the number of Class A Shares cancelled under the Escrowed Stock Plan during the applicable year. Although the number of Class A Shares outstanding may increase over time as a result of issuances of Class A Shares pursuant to the Escrowed Stock Plan, the Escrowed Stock Plan continues to be non-dilutive as BAM will cancel Class A Shares held by Escrowed Companies that are wound up or merged.
Grants Issued as a Percentage of Shares Outstanding
The following table shows the number of Class A Shares issuable under awards granted under each of the Option Plans and the Escrowed Stock Plan as a percentage of the average Class A Shares outstanding (the “rate of grants issued”) in the applicable year.
The rate of grants issued is defined as the number of Class A Shares issuable under awards granted in a fiscal year, divided by the basic weighted average number of Class A Shares outstanding in that year.
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Grants under the 2022 Plan(a) | 1,019,300 | 354,248 | 1,706,775 |
| Rate of Grants Issued | 0.1% | 0.1% | 0.4% |
| Grants under the 2022 Non Qualified Plan(a) | — | 1,465,020 | 74,185,200 |
| Rate of Grants Issued | — | 0.34% | — |
| Grants under the Escrowed Stock Plan(b) | — | 1,261,666 | 60,062,800 |
| Rate of Grants Issued | — | 0.29% | — |
(a)Includes Class A Shares issuable on exercise of the options as of each fiscal year end. Holders of options under the 2022 Non-Qualified Plan are only entitled to receive a number of Class A Shares equal to the in-the-money value of the options at the time of exercise.
(b)Includes Class A Shares issuable on exchange as of each fiscal year end for information purposes. Although the number of Class A Shares outstanding may increase over time as a result of issuances of Class A Shares pursuant to the Escrowed Stock Plan, the Escrowed Stock Plan continues to be non-dilutive as BAM will cancel Class A Shares held by Escrowed Companies that are wound up or merged.
Securities Authorized for Issue Under Incentive Plans
The following table sets out information on BAM’s Option Plans and Escrowed Stock Plan as at December 31, 2025.
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights(a) | Number of securities remaining available for future issuance under equity compensation plans |
|---|---|---|---|
| Equity compensation plans approved by security holders | |||
| 2022 Plan | 8,599,987 | $32.22 | 3,520,804 |
| 2022 Non-Qualified Plan(b) | 960,561 | $37.01 | 11,440,343 |
| Escrowed Stock Plan(c) | 4,189,648 | — | 10,923,902 |
| Total | 13,750,196 | 25,885,049 | |
(a)Converted into U.S. dollars using the average Bloomberg mid-market exchange rate for 2025 of C$1.00 = US$0.7159.
(b)This value represents the number of Class A Shares at December 31, 2025 which could be issued under this plan. Up to December 31, 2025, 99,096 Class A Shares have been issued in connection with this plan.
(c)This value represents the number of Class A Shares at December 31, 2025 which could be issued under this plan. Up to December 31, 2025, 186,136 Class A Shares have been issued and 110,038 Class A Shares have been cancelled in connection with this plan.
Pension and Retirement Benefits
BAM’s Named Executive Officers and its other senior executives do not participate in a registered defined benefit plan or any other post-retirement supplementary compensation plans. The Named Executive Officers do not have any entitlement to future pension benefits or other post-employment benefits from BAM. BAM has not entered into contractual termination, post-termination or change of control arrangements, employment contracts or golden parachutes with any of its Named Executive Officers.
Director Compensation
Compensation Elements
The compensation program of the Board for the 2025 fiscal year was as follows:
| Compensation Elements | Amount | Comments |
|---|---|---|
| Director Retainer | $250,000 | |
| Lead Independent Director Retainer | — | No additional compensation is received by the director serving in the capacity of Lead Independent Director. |
| Audit Committee Chair Retainer | $35,000 | |
| GNCC Chair Retainer | $15,000 | |
| Audit Committee Member Retainer (Non-Chair) | $10,000 | |
| Travel stipend – for non-residents of the New York City area | $15,000 | This payment recognizes the time it takes these directors to travel long distances to attend all regularly scheduled meetings, and is in addition to reimbursement for travel and other out-of-pocket expenses. |
Members of management who serve as directors of BAM do not receive any compensation in their capacity as directors.
The GNCC annually reviews the compensation paid to the non-management directors, taking into account the complexity of BAM’s operations, the risks and responsibilities involved in being a director of BAM, the requirement to participate in regularly scheduled and special Board meetings, expected participation on Committees and the compensation paid to directors of comparable companies.
In 2025, the directors, excluding Messrs. Flatt, Kingston, Madon, Blattman and Powell, collectively received annual director compensation having a total value of $1,885,104, excluding all other compensation unrelated to Board membership. Directors’ compensation was comprised of cash and other compensation of $597,731 and DSUs of BAM valued at $1,287,373, which represented approximately 32% and 68%, respectively, of total compensation paid to these directors during 2025.
Other than cash and DSU compensation set forth in the prior paragraph, no other compensation was paid to non-management directors in relation to their Board membership.
2025 Director Compensation
The following table sets out compensation received during 2025 by BAM’s directors(a):
| Name | Board Position | Fees Earnedin Cash($) | Share-Based Award (DSUs)($)(b) | Option-Based Award /Escrowed Shares($) | All Other Compensation($) | CompensationTotal($)(c) |
|---|---|---|---|---|---|---|
| Angela F. Braly | — | 217,708 | — | — | 217,708 | |
| Marcel R. Coutu | Lead Independent Director and Audit Committee Chair | — | 300,000 | — | — | 300,000 |
| Scott Cutler | 99,375 | 104,896 | — | — | 204,271 | |
| Olivia (Liv) Garfield | Chair of the GNCC | — | 280,000 | — | — | 280,000 |
| Nili Gilbert | 130,000 | 130,000 | — | — | 260,000 | |
| Keith Johnson | — | 265,000 | — | — | 265,000 | |
| Allison Kirkby(d) | 45,856 | 22,894 | — | 190,000 | 258,750 | |
| Diana Noble | 132,500 | 132,500 | — | — | 265,000 | |
| Satish Rai | — | 52,083 | — | — | 52,083 | |
| Total | 407,731 | 1,287,373 | — | 190,000 | 1,885,104 |
(a)Messrs. Flatt, Kingston, Madon, Blattman and Powell did not receive any compensation in their capacity as directors of BAM. For Messrs. Flatt, Kingston and Madon’s compensation as Named Executive Officers (as defined in this report), see page 159 of this report. Messrs. Powell and Blattman received compensation in their capacity as employees of BAM. In total, the amounts paid to these two employees was $1,485,000 in base salaries, $750,000 in cash bonuses and $77,735 in annual retirement savings contributions and participation in the executive medical program in 2025. Messrs. Powell and Blattman also received a total of $3,413,228 in Restricted Shares or Escrowed Shares in 2025.
(b)The value of each DSU is equal to the closing price of a Class A Share on the NYSE on the grant date of the DSU.
(c)Includes annual travel stipend to eligible directors of $15,000.
(d)“All Other Compensation” includes amounts paid to Ms. Kirkby in her capacity as Senior Advisor to Brookfield’s Infrastructure business.
Directors are also reimbursed for travel and other out-of-pocket expenses incurred to attend Board or Committee meetings. During 2025, the directors, excluding Messrs. Flatt, Kingston, Madon, Blattman and Powell, received an aggregate of $355,923 for reimbursement of such expenses.
The following tables set out information relating to options and other share-based awards granted to directors, excluding Messrs. Flatt, Kingston and Madon, whose awards relate to their roles as employees of BAM and is disclosed under “Compensation of Named Executive Officers” beginning on page 159 of this report.
Outstanding Share-Based Awards as at December 31, 2025(Named Executive Officer directors excluded)
The following table shows the number and market value of vested DSUs awarded to and held by the BAM directors at December 31, 2025.
| Share-Based AwardsDeferred Share Units (DSUs) | ||
|---|---|---|
| Name | Number of Vested DSUs (#) | Market Value of Vested DSUs ($)(a) |
| Angela Braly | 18,652 | 977,203 |
| Marcel R. Coutu | 52,442 | 2,747,459 |
| Scott Cutler | 1,944 | 101,863 |
| Olivia (Liv) Garfield | 21,470 | 1,124,809 |
| Nili Gilbert | 9,985 | 523,117 |
| Keith Johnson | 20,811 | 1,090,273 |
| Diana Noble | 8,643 | 452,811 |
| William Powell | 13,647 | 714,954 |
(a)The market value is based on the closing price of a Class A Share on the TSX on December 31, 2025 of $52.39 (C$71.90 converted into U.S. dollars at the Bloomberg mid-market exchange rate on that date of C$1.00 = US$0.7286) and $52.39 on the NYSE as applicable.
Outstanding Escrowed Shares as at December 31, 2025(Named Executive Officer directors excluded)
The following table shows the number and market value of Escrowed Shares awarded to and held by BAM directors at December 31, 2025:
| Escrowed Shares | ||
|---|---|---|
| Name | Number of Vested Escrowed Shares(#)(a) | Market Value as at December 31, 2025($)(b) |
| Barry Blattman | 313,179 | 7,123,914 |
(a)Mr. Blattman has 10,567 unvested Escrowed Shares outstanding.
(b)The value of the Escrowed Shares is equal to the value of the Class A Shares held by the Escrowed Company less the net liabilities and preferred share obligations of the Escrowed Company.
Outstanding Options as at December 31, 2025(Named Executive Officer directors excluded)
The following table shows the number and market value of unexercised options awarded to and held by the BAM directors at December 31, 2025.
| Options | ||||
|---|---|---|---|---|
| Name | Number of Securities Underlying Unexercised Option(#) | Option Exercise Price($) | Option Expiration Date | Market Value of Unexercised Optionsat December 31, 2025(b)($) |
| William Powell(a) | 31,125 | 32.75 | February 24, 2030 | 611,248 |
| 29,043 | 31.46 | February 21, 2031 | 607,946 | |
| 19,850 | 41.24 | February 17, 2032 | 221,316 | |
| 174,400 | 35.13 | February 15, 2033 | 3,010,406 | |
| Total | 254,418 | 4,450,916 | ||
(a)Mr. Powell’s options were granted in his capacity as an employee of BAM.
(b)The market value of the options is the amount by which the closing price of the Class A Shares on December 31, 2025 exceeded the exercise price of the options. All values are calculated using the closing price of the Class A Shares on December 31, 2025 on the TSX and NYSE, as applicable. The closing price of the Class A Shares on the TSX on December 31, 2025 was $52.39 (C$71.90 converted into U.S. dollars at the Bloomberg mid-market exchange rate on that date of C$1.00 = US$0.7286) and on the NYSE was $52.39.
Equity Ownership of Directors
Director Share and DSU Ownership Requirements
The Board believes that its directors can better represent BAM’s shareholders if they have an alignment of economic interest. Accordingly, directors are required to hold Class A Shares, DSUs and/or Restricted Shares of BAM having a value of at least two times their aggregate annual retainer (the “Director Share Ownership Guidelines”). This minimum ownership requirement is currently $500,000 for non-management directors. A director must achieve this minimum ownership requirement within six years of joining the Board.
All independent directors are required to receive at least 33.3% of their Annual Retainer in DSUs (see “Long-Term Share Ownership Plans” on pages 152 to 154 of this report). Subject to these requirements, all non-management directors have the option to receive their Annual Retainer in DSUs or cash.
Anti-Hedging Policy
In order to maintain the alignment of interests between BAM and its directors, BAM generally prohibits all directors, including management and affiliated directors, from using derivatives or other financial instruments to retain legal ownership of their shares or share units in BAM while reducing their exposure to changes in BAM’s share price. Moreover, a director may not hold a short position in any security of BAM or its affiliates, either by way of a short sale or by utilizing derivatives. This allows shareholders to determine a director’s true economic exposure to BAM’s equity. Under limited circumstances, a director may be permitted to enter into a transaction that has the effect of hedging the economic value of any direct or indirect interests held by the such director, but only to the extent that the transaction (i) is executed and disclosed in full compliance with all applicable rules and regulations; (ii) has been approved by the CEO, President or the CFO and, if appropriate, the GNCC; and (iii) is in respect of interests directly or indirectly held by such director in excess of the interests that such director is required to hold under the Director Share Ownership Guidelines. To date, no director has hedged the economic value of their direct or indirect interests in BAM.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.