Ares Management Corp

Our NEOs are generally compensated primarily through a combination of carried interest and incentive fees that are designed to reward performance and align the interests of our NEOs with the interests of our fund investors and stockholders, and equity awards.

We believe that the elements of compensation for our NEOs serve the primary objectives of our compensation program. However, we periodically review the compensation of our key employees, including our NEOs, and, from time to time, may implement new plans or programs or otherwise make changes to the compensation structure relating to current or future key employees, including our NEOs.

Annual Base Salary. In 2025, Messrs. Jacobson, Phillips and Berry and Ms. Sagati Aghili were the only NEOs who received an annual base salary. Mr. Jacobson’s 2025 annual base salary was $472,710. Mr. Phillips’ 2025 annual base salary was $750,000. Mr. Berry’s 2025 annual base salary was $1,000,000. Ms. Sagati Aghili’s 2025 annual base salary was $750,000.

We intend the annual base salary of each of Messrs. Jacobson, Phillips and Berry and Ms. Sagati Aghili to reflect their position, duties and responsibilities as our Co-President, Chief Financial Officer, Chief Marketing and Strategy Officer and General Counsel and Corporate Secretary, respectively, as well as recognize their anticipated contribution to our ongoing initiatives and future success. Although we believe that the base salary of any NEO, where applicable, should not typically be the most significant amount of total compensation, we intend that any base salary amounts should attract and retain top talent as well as assist with the payment of basic living costs throughout the year.

Annual Discretionary Bonus Payments. In 2025, Mr. Phillips and Ms. Sagati Aghili were the only NEOs who received an annual discretionary bonus. Mr. Phillips’ 2025 annual discretionary bonus was $1,250,000. Ms. Sagati Aghili’s 2025 annual discretionary bonus was $1,250,000. Such 2025 annual discretionary bonuses were paid to each of Mr. Phillips and Ms. Sagati Aghili 63% in cash in December 2025 and the balance in January 2026 as a grant of restricted units with a grant date fair value equal to 37% of the total discretionary bonus.

Mr. Phillips’s total discretionary bonus recognizes Mr. Phillips’s role as our Chief Financial Officer and his individual contribution to our overall goals and performance. We intend the discretionary bonus payment to reward Mr. Phillips for assisting us to achieve our annual goals, both for the Company as a whole and in his respective area of responsibility, including firm-wide global corporate initiatives. Factors that were included in determining the size of the bonus payment include Mr. Phillips’s accomplishments in driving our results, his leadership and management of his team and our overall performance. Comparisons were made to prior year performance and to our other senior professionals with the intention to reward, motivate and retain Mr. Phillips.

Ms. Sagati Aghili’s total discretionary bonus recognizes Ms. Sagati Aghili’s role as our General Counsel and Corporate Secretary and her individual contribution to our overall goals and performance. We intend the discretionary bonus payment to reward Ms. Sagati Aghili for assisting us to achieve our annual goals, both for the Company as a whole and in her respective area of responsibility, including firm-wide global legal and compliance initiatives. Factors that were included in determining the size of the bonus payment include Ms. Sagati Aghili’s accomplishments in driving our results, her leadership and management of her team and our overall performance. Comparisons were made to prior year performance and to our other senior professionals with the intention to reward, motivate and retain Ms. Sagati Aghili.

The restricted units granted to Mr. Phillips and Ms. Sagati Aghili in respect of their total discretionary bonuses are “Deferred Unit Awards” as described in greater detail below, under “Deferred Unit Awards.”

Incentive Fees. The general partners or managers of certain of our funds receive variable performance-based fees from our funds based on the applicable fund’s performance each year. Our senior professionals are generally awarded a percentage of such variable incentive fees. These variable incentive fees are determined based on the seniority of the senior professional and the role of such senior professional in the applicable fund. Our senior professionals (including our NEOs) who work on these funds collectively participate in a majority of the incentive fees payable by our funds. In addition, senior professionals (including our NEOs), who contribute to the Company as a whole, are awarded incentive fees in certain of our funds. We intend our incentive fee awards to incentivize the growth of our various operations and help align the interests of our investment and other professionals, including our NEOs, with those of our fund investors and stockholders. Messrs. Arougheti, deVeer, Jacobson, Phillips and Berry and Ms. Sagati Aghili received incentive fees in 2025. For senior professionals in certain businesses, particularly with respect to funds managed by the Credit Group, these awards are made annually but may be subject to deferral and thus result in increased fees in subsequent years. In addition, these awards are not subject to vesting and generally are forfeitable upon termination of employment. However, for each of Messrs. Arougheti and deVeer certain of the incentive fees are structured such that, notwithstanding the NEO’s termination of employment with us, the NEO may be eligible to continue to receive distributions relating to a declining portion of the NEO’s incentive fee allocation for a period of up to twelve quarters following the NEO’s termination of employment. Incentive fees, if any, in respect of a particular fund are paid to the senior professional only when actually received by the general partner, manager or other Ares entity entitled to receive such fees and are subject to dilution. In addition, the fees in which our senior professionals are entitled to share do not include base management fees, administrative fees or other expense reimbursements received from our funds. Because our senior professionals’ entitlement to incentive fees is generally subject to the fund achieving investment performance hurdles, we believe that the interests of our senior professionals are strongly aligned with the interests of our fund investors, thus ultimately benefiting our fund investors and stockholders through our success as a whole.

Carried Interest. The general partners or affiliates of certain of our funds receive a variable preferred allocation of income and gains from our funds if specified returns are achieved, which we refer to as “carried interest.” We intend our carried interest awards to incentivize successful investment performance by our funds and help align the interests of our senior professionals (including our NEOs) with those of our fund investors and stockholders. Our senior professionals (including our NEOs) who work on these funds collectively own a majority of the carried interest. The percentage of carried interest is determined based on the seniority of the senior professional and the role of such senior professional in such fund. In addition, senior professionals (including our NEOs), who contribute to the Company as a whole, are awarded carried interest in certain of our funds. Ownership of carried interest by senior professionals is generally subject to a range of vesting conditions, including continued employment and forfeiture upon occurrence of certain specified events post-termination, thus serving as an important employment retention mechanism and creating alignment with their contribution to the applicable fund. Carried interest generally vests over five years following the grant date, subject to certain acceleration events for Ares partners. Messrs. Arougheti, deVeer, Jacobson, Phillips and Berry and Ms. Sagati Aghili received cash distributions attributable to carried interest in 2025.

In addition, the general partners that receive allocations of carried interest generally are subject to contingent repayment obligations, under which the general partners are required to return to the applicable fund distributions from carried interest in certain situations. Our senior professionals (including our NEOs) who receive allocations of carried interest are personally subject to this contingent repayment obligation, pursuant to which they may be required to repay previous distributions. Because the amount of carried interest distributions is directly tied to the realized performance of the underlying fund, our senior professionals’ direct ownership of carried interest fosters a strong alignment of their interests with the interests of our fund investors, thus ultimately benefiting our fund investors and stockholders through our success as a whole.

Restricted Unit Awards. We may grant equity under the 2023 Equity Incentive Plan to incentivize our NEOs’ continued employment and to align their interests with those of our fund investors and stockholders. We generally utilize restricted units with time-based vesting conditions to be settled in shares of our Class A common stock as our principal form of long-term equity compensation. At any time that the Company pays a cash dividend in respect of shares of our Class A common stock, NEOs will generally be entitled to receive a corresponding dividend equivalent payment in respect of their time-based restricted units, subject to satisfaction of the same time-based vesting conditions as the underlying restricted units. Generally, restricted units are scheduled to vest in four equal installments on each of the second, third, fourth and fifth anniversaries of the applicable grant date, subject to continued service through the applicable vesting date (subject to certain exceptions as described in greater detail below, under “Compensation of our Executive Officers—Potential Payments upon Termination or Change-in-Control”).

2024 Incentive Fee Agreements. Upon determining the independence of Korn Ferry, as defined under the applicable section of the NYSE rules and Rule 10C-1 under the Exchange Act, we engaged Korn Ferry in December 2023, to review, evaluate and provide recommendations to the compensation committee and Board regarding proposed equity grants in connection with a reallocation of existing incentive fee allocations for Messrs. Arougheti and deVeer, and certain other senior professionals in our Credit Group.

In connection with the engagement, Korn Ferry reviewed the equity grant framework in the context of internal business considerations and external market data and best practices, including comparative analyses against peer companies. Korn Ferry provided the Board with a report containing their views on the proposed reallocation of compensation, including provisions for the time-based awards, equity dilution and burn rate and value to the Company. After consideration of Korn Ferry’s report, the Board approved, and on January 31, 2024, we entered into agreements (each, an “Incentive Fee Agreement”) with Messrs. Arougheti and deVeer to grant each of Messrs. Arougheti and deVeer 400,000 restricted units in exchange for a reduction in his respective allocations of certain incentive fees (the “Incentive Fee Allocations”) in 2024.

The Incentive Fee Agreements provide us with the right, but not the obligation, to further reduce the recipient’s Incentive Fee Allocations for each of Messrs. Arougheti and deVeer in exchange for additional grants of restricted units as more particularly described in our Current Report on Form 8-K filed with the SEC on February 2, 2024. In January 2025 we granted 250,000 restricted units and in January 2026 we granted 200,000 restricted units to each of Messrs. Arougheti and deVeer pursuant to the Incentive Fee Agreements.

Generally, restricted units granted pursuant to the Incentive Fee Agreement vest in four equal installments on June 30 of each of the second, third, fourth and fifth anniversaries of the applicable grant and are generally subject to the applicable recipient’s continued service through the applicable vesting date (subject to certain exceptions as described in greater detail below, under “Compensation of our Executive Officers—Potential Payments upon Termination or Change-in-Control”). Any shares of our Class A common stock that are issued in settlement of the restricted units prior to June 30, 2029 will be subject to a lock-up restriction (the “Class A Lock-Up Restriction”), which will cease to apply to equal installments of shares of our Class A common stock on each anniversary of the applicable vesting date through June 30, 2029.

Restricted Units - Messrs. Jacobson and Berry and Ms. Sagati Aghili. In January 2025, the Board approved the grant of 170,000, 40,000 and 25,000 restricted units to Messrs. Jacobson and Berry and Ms. Sagati Aghili respectively, in order to incentivize their continued employment and to align their interests with those of our fund investors and stockholders. The restricted units are scheduled to vest in four equal installments on January 31 of each of the second, third, fourth and fifth anniversaries of the applicable grant.

Restricted Units - Mr. Phillips. In January 2022, the Board approved a grant of 60,000 restricted units to Mr. Phillips, be granted in equal installments over a 3-year period beginning in 2023. The first grant of 20,000 restricted units occurred in January 2023, with subsequent awards granted in January 2024 and January 2025, subject to Mr. Phillips’ continued service through the applicable grant date. In January 2025, the Board approved an additional grant of 50,000 restricted units to Mr. Phillips. The intent of both awards is to incentivize Mr. Phillips’ continued employment and align his interests with our fund investors and stockholders. The restricted units are scheduled to vest in four equal installments on January 31 of each of the second, third, fourth and fifth anniversaries of the applicable grant.

Deferred Unit Awards. We award a portion of the annual discretionary bonus to key employees (including those NEOs who receive annual discretionary bonuses) in the form of restricted units to be settled in shares of our Class A common stock. We refer to these restricted units as “Deferred Units.” Generally, Deferred Units vest in three equal installments on the first, second and third anniversaries of the applicable grant date, subject to continued employment. Deferred Units will lapse and be forfeited upon termination of employment (subject to certain exceptions as described in greater detail below, under “Compensation of our Executive Officers—Potential Payments upon Termination or Change-in-Control”). We believe the period of deferral and the vesting schedule sufficiently aligns the interests of NEOs who receive discretionary bonuses with our interests, as well as the interests of our fund investors and stockholders.

Deferred Unit Awards - Mr. Phillips. In January 2025, we granted 1,938 Deferred Units to Mr. Phillips and in January 2026 we granted 2,712 Deferred Units to Mr. Phillips, in each case, in respect of a portion of his annual discretionary bonus for the preceding calendar year.

Deferred Unit Awards - Ms. Sagati Aghili. In January 2025, we granted 1,827 Deferred Units to Ms. Sagati Aghili and in January 2026 we granted 2,712 Deferred Units to Ms. Sagati Aghili, in each case, in respect of a portion of her annual discretionary bonus for the preceding calendar year.