ARES MANAGEMENT CORP CLASS A (ARES)
Sector: Financials
2026 Annual Meeting Analysis
ARES MANAGEMENT CORP CLASS A · Meeting: June 8, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Ares's 3-year stock return of +57.8% is well above the threshold that would trigger a vote against; the TSR gap versus the XLF benchmark is only -7.8 percentage points, far below the 65-point trigger required for a strong-positive-TSR company, so no performance concern applies to this director.
Joined in January 2023, which is within the 24-month exemption window from the TSR trigger, so no performance-based concern applies; he brings extensive asset-management experience from his tenure as CEO of Lazard Asset Management and is independent under NYSE rules.
The TSR trigger does not fire given Ares's strong 3-year return and only a -7.8pp gap versus XLF (well below the 65pp threshold); Bush is independent and brings deep regulatory and legal expertise relevant to a global asset manager.
No TSR trigger applies given the company's +57.8% 3-year return and minimal benchmark gap; deVeer serves as Co-President and brings deep investment management expertise as a company insider.
The TSR trigger does not fire; Joubert is the designated audit committee financial expert, a former PricewaterhouseCoopers partner, and serves as chair of the audit committee, satisfying the financial expertise requirement for audit committee membership.
No TSR trigger applies; Kaplan is a co-founder with extensive private equity and leveraged finance experience relevant to the company's business.
The TSR trigger does not fire; Lynton is independent and brings broad media, telecommunications, and international business leadership experience, including current chairmanships at Snap, Warner Music Group, and Schrödinger.
Joined in December 2021, which is just over 24 months ago, but the TSR trigger does not fire regardless given the company's strong 3-year return and only a -7.8pp gap versus XLF; she brings technology, cybersecurity, and human capital experience relevant to board oversight.
No TSR trigger applies; Olian is independent with governance and management expertise and serves on the audit committee alongside demonstrated financial literacy.
No TSR trigger applies given Ares's strong 3-year return and minimal XLF gap; Ressler is a co-founder and Executive Chairman with intimate knowledge of the company's business and operations.
No TSR trigger applies; Rosenthal is a co-founder and Chairman of the Private Equity Group with extensive leveraged finance and direct lending experience relevant to the company's core business.
All eleven director nominees receive a FOR vote. Ares's 3-year price return of +57.8% falls into the strong-positive-TSR tier, which requires a gap of at least 65 percentage points below the XLF benchmark before a performance-based AGAINST vote is warranted; the actual gap is only -7.8pp, so the trigger does not fire for any director. No overboarding, attendance, independence, or familial-relationship concerns were identified. Ashish Bhutani joined in January 2023 and benefits from the 24-month new-director exemption.
Say on Pay
✗ AGAINSTCEO
Michael J Arougheti
Total Comp
$68,279,532
Prior Support
92.3%%
The CEO's total reported compensation of $68,279,532 — composed almost entirely of a $49.5 million stock award and $18.8 million in carried interest and incentive fee distributions — is extraordinarily high even for a large-cap asset manager and materially exceeds what our policy benchmarks as reasonable for a CEO at a ~$40 billion financial services company, triggering the greater-than-20%-above-benchmark individual threshold for a No vote. While the stock awards are tied to a reallocation of existing incentive fee income (meaning they replace cash-equivalent distributions rather than representing purely additive pay) and do vest over multiple years, they vest based solely on continued employment with no explicit stock-price or earnings performance conditions attached — meaning a significant portion of what is reported as 'variable' pay will vest regardless of future performance outcomes, which our policy treats as a red flag. The prior Say on Pay received strong support at 92.3%, which is a positive signal, but it does not override the pay-level and pay-structure concerns; we note the company has elected a triennial say-on-pay schedule so shareholders have limited opportunity to signal concerns annually.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$6,449,000
Non-Audit Fees
$2,492,000
Non-audit fees (audit-related fees of $2,322,000 plus tax fees of $170,000, totaling approximately $2,492,000) represent about 39% of the core audit fees of $6,449,000, which is well below the 50% threshold that would trigger a vote against on independence grounds. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire per policy. Ernst & Young is a Big 4 firm fully appropriate for a company of Ares's size and complexity, and no material financial restatements are disclosed.
Overall Assessment
The 2026 Ares Management annual meeting presents two formal proposals: director elections and auditor ratification. All eleven directors receive a FOR vote because the company's strong 3-year stock return of +57.8% is nowhere near the performance trigger threshold, and no governance red flags (overboarding, attendance failures, independence issues) were identified; Ernst & Young is ratified given a clean non-audit fee ratio well below 50%. Although no formal Say on Pay proposal appears on the 2026 ballot (Ares has adopted a triennial schedule with the next vote in 2028), the compensation program disclosed for fiscal year 2025 raises material concerns — the CEO's $68 million pay package substantially exceeds reasonable benchmarks and the large stock awards lack meaningful forward-looking performance conditions — which investors should monitor ahead of the 2028 vote.