Document

DEF 14A 1 a2022cgproxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐						Preliminary Proxy Statement
☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material Under §240.14a-12

The Carlyle Group Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.


GLOBAL REACH, LOCAL INSIGHTS
		Nearly
One	26	1,850
Global, diversified platform	Offices	People globally

AMERICAS

NEW YORK

EUROPE

MILAN

LONDON

HONG KONG

TOKYO

LOS ANGELES

SAN FRANCISCO

PARIS

LUXEMBOURG

ASIA

SHANGHAI

SEOUL

MIAMI

WASHINGTON, DC

MUNICH

AMSTERDAM

DUBAI

MUMBAI

SINGAPORE

MENLO PARK

LIMA

DUBLIN

BARCELONA

BEIJING

JAKARTA

SYDNEY

The Carlyle Group Inc.

1001 Pennsylvania Avenue, NW, Washington, DC 20004

Notice of 2022 Annual Meeting of Shareholders

ITEMS OF BUSINESS

•ITEM 1. Election to our Board of Directors of the four Class II director nominees named in the attached Proxy Statement for a three-year term

•ITEM 2. Ratification of Ernst & Young LLP (“Ernst & Young”) as Independent Registered Public Accounting Firm for 2022

•ITEM 3. Non-Binding Vote to Approve Named Executive Officer Compensation (“Say-on-Pay”)

•ITEM 4. Shareholder Proposal to Reorganize the Board of Directors into One Class

•Transaction of such other business as may properly come before our 2022 Annual Meeting of Shareholders


DATE & TIME			9:00 a.m. EDT
			Tuesday, May 31, 2022


ACCESS*			Our Annual Meeting can be accessed virtually at:
			www.virtualshareholdermeeting.com/CG2022


RECORD DATE			April 4, 2022. A list of shareholders as of the record date will be accessible electronically during the Annual Meeting at www.virtualshareholdermeeting.com/CG2022 when you enter your 16-Digit Control Number.

* We have determined that the 2022 Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. We believe a virtual meeting provides expanded access, improves communication, enables increased shareholder attendance and participation, allows our shareholders, including our many international employees, around the world to attend the 2022 Annual Meeting, and provides cost savings for our shareholders and the Company. If you plan to participate in the virtual meeting, please see Frequently Asked Questions. Shareholders will be able to attend, vote and submit questions from any location via the Internet.

Your vote is important to us. Please exercise your shareholder right to vote.

By Order of the Board of Directors,

Anne K. Frederick

Corporate Secretary

April 13, 2022



Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on Tuesday, May 31, 2022. Our Proxy Statement and 2021 Annual Report to Shareholders are available at www.proxyvote.com. On or about April 13, 2022, we will send to certain of our shareholders a Notice of Internet Availability of Proxy Materials (“Notice”). The Notice includes instructions on how to access our Proxy Statement and 2021 Annual Report to Shareholders and vote online. For more information, see Frequently Asked Questions.

Table of Contents


Letter from our CEO			1




Executive Summary			2


Corporate Governance			9
Item 1. Election of Directors			9
Director Nominees and Continuin g Directors			10
Board Composition			15
Board Oversight of our Firm			19
Board Structure and Governance Practices			22
Stakeholder Engagement			25

Audit Matters			26
Item 2. Ratification of Ernst & Young LLP as our Independent Registered Public Accounting Firm			26
Fees Paid to Independent Registered Public Accounting Firm			27
Pre-Approval Policies and Procedures			27
Report of our Audit Committee			28

Executive Officers			29

Compensation Matters			31


Item 3. Non-Binding Vote to Approve Named Executive Officer Compensation (Say-On-Pay)			31
Compensation Discussion and Analysis			32
Compensation Committee Report			51
Executive Compensation Tables			52
Pay Ratio Disclosure			60
Equity Compensation Plan Information			60
Director Compensation			61


Shareholder Proposal			63
Item 4. Shareholder Proposal to Reorganize the Board of Directors into One Class			63

Certain Relationships and Related Transactions			65

Beneficial Ownership			69

Additional Information			71

Frequently Asked Questions			72

Annex A: Reconciliations of Non-GAAP Measures			A-1



This proxy may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, contingencies, our dividend policy, and other non-historical statements. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks, uncertainties and assumptions. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements including, but not limited to, those described under the section entitled “Risk Factors” in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on February 10, 2022, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other periodic filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

Dear fellow shareholders,

We are pleased to invite you to the 2022 Annual Meeting of Shareholders of The Carlyle Group Inc., to be held virtually on Tuesday, May 31, 2022. Our proxy materials include a notice setting forth the items we expect to address during the meeting, our Proxy Statement, a form of proxy and a copy of our 2021 Annual Report to Shareholders. Your vote and representation are important to us. Even if you are unable to attend the meeting, we hope you will exercise your vote.

As reference for the meeting, 2021 performance information can be found in our Annual Report to Shareholders, and details on our multi-year strategic plan can be found on Carlyle’s Investor Relations website https://ir.carlyle.com.

Thank you for your continued support of Carlyle.

KEWSONG LEE

Chief Executive Officer

April 13, 2022


CARLYLE Proxy Statement 2022			1

Voting Roadmap


	BOARD RECOMMENDATION	PAGE

ITEM 1. Election to our Board of Directors of the four Class II director nominees named in the accompanying Proxy Statement for a three-year term	FOR each director	9

ITEM 2. Ratification of Ernst & Young as Independent Registered Public Accounting Firm for 2022	FOR	26

ITEM 3. Non-Binding Vote to Approve Named Executive Officer Compensation (“Say-on-Pay”)	FOR	31

ITEM 4. Shareholder Proposal to Reorganize the Board of Directors into One Class	FOR	63

2021 Strategic Priorities

We started 2021 by outlining a multi-year roadmap of our priorities to substantially accelerate growth and profitability and generate long-term shareholder value, underpinned by the three guiding principles below. We ended 2021 having achieved annual records in Fee Related Earnings (“FRE”), Distributable Earnings (“DE”) and in every major investment metric, which reflects the positive impact of executing on our Strategic Plan.

OUR STRATEGIC PLAN

01.

02.

03.

Accelerate scope and scale of investment platform

Capitalize on new opportunities through adjacencies

Institutionalize
the firm

DRIVE EARNINGS GROWTH AND LONG-TERM SHAREHOLDER VALUE


2			CARLYLE Proxy Statement 2022

Executive Summary

2021 Financial Highlights

$4.0 Billion

$598 Million

$2.2 Billion

In Income Before Provision for Income Taxes, reflecting an income before provision for income taxes margin of 46%

In Fee Related Earnings, reflecting an FRE Margin of 33%*

In Distributable Earnings*

$33.8 Billion

$301 Billion

$51.3 Billion

In Invested Capital (carry funds),

up 85% year over year

In Assets Under Management,

up 22% year over year

In Fundraising

23%

31%

13%

Global Private Equity AUM growth year over year, record FRE of $402 million

Global Credit AUM growth year over year, record FRE of $112 million

Global Investment Solutions AUM growth year over year, more than doubled FRE to $84 million

* For a reconciliation of non-GAAP measures to the corresponding GAAP measures, please see Annex A: Reconciliation of Non-GAAP Measures.


CARLYLE Proxy Statement 2022			3

Executive Summary

Accelerated Growth

Built on a Foundation of Strength and a Commitment to Reinvention

Throughout 2021, we focused on delivering sustainable growth, which we achieved by scaling our investment platform and expanding into new strategic adjacencies. We generated $4.0 billion in income before provision for taxes in 2021, up from $580 million in 2020. We also saw a 22% increase in Fee Related Earnings (“FRE”) from $490 million in 2020 to $598 million in 2021, and our full-year FRE margin of 33% increased from 30% in 20201.

We raised a record $51 billion in new capital in 2021—nearly double what we raised in 2020—across every global segment, in flagship carry funds, and in newer investment strategies. This record level of fundraising, alongside strong fund performance, helped drive assets under management (“AUM”) up 22% from 2020. We believe that our active fundraising pace throughout the year has set the stage for higher fee revenues, FRE and FRE margin in 2022.

Each of our three global business segments delivered record results in 2021. We gained momentum throughout the year and see continued opportunities for growth in 2022.

•Our largest segment, Global Private Equity (“GPE”), grew AUM to $162 billion, up 23% from 2020, helping to deliver record FRE of $402 million for the segment. Our Corporate Private Equity carry funds generated exceptional appreciation of 41% in 2021. GPE realized $30 billion of proceeds for our fund investors, which fueled a record $1.5 billion in net realized performance revenues. The segment ended 2021 with its highest ever year-end balance of net accrued performance revenue at $3.4 billion, an increase of 61% from 2020, which we believe positions GPE to continue to deliver strong financial results in the future.

•Our Global Credit segment grew to $73 billion in AUM, a 31% increase versus 2020. The growth in managed assets drove FRE to a record $112 million in 2021, with further growth expected in 2022. This was underpinned by $17 billion in fundraising across a broad spectrum of strategies, as investors continue to allocate an increasing amount of capital to private credit opportunities. As one of the market leaders in structured credit, Global Credit provides investors access to large and scaling strategies in opportunistic credit, direct lending, and aviation, as well as several newer products in infrastructure and real estate credit that we believe are well-positioned for growth.

•Global Investment Solutions increased AUM 13% from 2020 to a total of $65 billion in 2021. The segment more than doubled FRE to $84 million during 2021, and its investment portfolio appreciated 48% during the same period. This business segment has the scale, global reach, and data to help fund investors continually reassess and reconstruct their portfolios in pursuit of capturing returns. In a world where private capital has become increasingly mainstream—and a significant portion of our investors’ portfolios—we believe that this approach is critically important. Net accrued performance revenues of $319 million more than doubled from 2020 and we believe positions the business well for strong performance in future years.

In 2022, we are focused on growth as our key corporate priority. We believe that the performance we delivered in 2021 gives us the resources to invest and build the firm to accelerate our growth even further. As of December 31, 2021, our balance sheet reflected $2.5 billion in cash—more than double the 2020 level—and $2.1 billion in firm investments. We also ended the year with $3.9 billion in net accrued performance revenues. Our strong current cash position will enable us to continue executing against our Strategic Plan and to invest strategically to compound our momentum organically and inorganically. We also announced an increase to our annual fixed dividend for 2022 to $1.30 per share, a 30% increase over the prior year.

We entered 2022 a stronger and healthier firm because of our 2021 progress. Our Strategic Plan encapsulates this and we believe positions us well to grow our investment platform and FRE, drive investment performance, and build the firm strategically for the future.

1 2020 FRE levels are adjusted to exclude the positive impact of a one-time $30 million litigation cost recovery.


4			CARLYLE Proxy Statement 2022

Executive Summary

Impact Highlights

Our focus on building the firm also includes investment and leadership in Impact and Environmental, Social and Governance (“ESG”) capabilities, as well as in Diversity, Equity and Inclusion (“DEI”), which are increasingly required to drive returns and meet the demands of our fund investors and shareholders. Impact is embedded in everything we do—it is not a single product or strategy, but a mindset that permeates our culture and investment ethos. We believe that creating value for investors requires diverse and inclusive teams that examine ideas from every angle and make better decisions, and we are committed to work to incorporate DEI into everything we do. In 2021, we made measurable progress in advancing Impact and ESG across our firm, our investments, and our community, including:

Developed the

Energy +

Four

Carbon

straight years of carbon neutrality as a firm

Management Playbook

Launched the

ESG Data Convergence Project

Completed

+$12 Billion

2021 PE Innovators in ESG

in ESG-linked financings

by Mergers & Acquisitions Magazine

1 Representation data as of January 1, 2022. Hire data from January 1-December 31, 2021.

2 Goal-eligible companies are controlled companies acquired in 2016 and forward and held for two years.


CARLYLE Proxy Statement 2022			5

Executive Summary

CARLYLE’S COMMITMENT TO INVESTING FOR IMPACT AND DIVERSITY, EQUITY AND INCLUSION

Our impact is rooted in building better businesses because we believe that better businesses deliver better outcomes and create lasting value. In 2021, we continued to focus on key dimensions of impact that we believe drive better businesses, including diverse and inclusive teams, engaged employees, sustainable growth, climate resilience, and strong stakeholder ties. We believe businesses that excel in these areas may increasingly outperform their competitors, and that as we seek to excel in these areas, we will deliver results for our shareholders and other stakeholders. From due diligence through exit, our team partners with management teams to improve multiple aspects of a business. We work with our portfolio companies to create diverse and inclusive teams that we believe will make better decisions, navigate the challenges of climate change and energy transition, ensure employees are productive and engaged, and play an important role in local communities.

We also believe good governance processes enable us to monitor current and emerging risks and provide transparency to investors. In 2008, we developed a set of Guidelines for Responsible Investing that consider the environmental, social and governance implications of certain investments we make. In 2020, we further enhanced our policies and practices around evaluating new investments for ESG implications, establishing a firmwide ESG policy and senior ESG review committee to evaluate more complex ESG issues, in order to help guide our investment analysis. In 2020, we published our inaugural Task Force on Climate-related Financial Disclosures Report, underscoring our evolving approach to climate change and published our first corporate ESG disclosures, utilizing Global Reporting Initiative Standards, which provide an internationally recognized framework to communicate our material ESG issues to our stakeholders. In 2021, we led the creation of the ESG Data Convergence Project, the first-ever GP-LP collaboration to generate a critical mass of material, performance-based, comparable ESG data. The group is working to streamline the industry’s historically fragmented approach to collecting and reporting ESG data, enabling greater transparency and more comparable information for investors.

We work to continually improve environmental stewardship within our firm, particularly in the areas of climate change, energy and materials use. In April 2021, our Sustainability Workshop welcomed more than 60 participants from over 30 portfolio companies and included sessions on developing resilient climate strategies and leading practices for energy management. We have also initiated numerous other portfolio-level initiatives, including decarbonization pathway development and in October 2021, we launched our Energy + Carbon Playbook for portfolio companies, which provides a step-by-step guide to profitably decarbonize. We have achieved carbon neutrality across our 26 global offices and the activities of our nearly 1,850 employees, after we became the first major private equity firm to make a carbon neutrality commitment in 2017. Our new office location in New York City at OneVanderbilt received the highest LEED and wellness certifications.

We believe that our success is dependent on finding and seizing opportunities to sharpen our edge in an increasingly competitive and complex investment landscape. We work hard to cultivate diverse and inclusive teams with diverse perspectives, knowledge bases, interests and cultural identities who can examine ideas from every angle to generate competitive business insights and make better decisions. Our people play a role in creating a diverse and inclusive firm. During 2021, we encouraged our employees to set a DEI objective and we created and launched the DEI Incentive Award. Over 50 colleagues from around the globe received DEI Incentive Awards totaling approximately $2 million for going above and beyond to advance DEI.

We are also invested in diversity in our industry more broadly. We are a founding signatory to the Institutional Limited Partners Association’s Diversity in Action initiative, and we have joined the Milken Institute as a strategic partner and first underwriter for the DEI in Asset Management Program, which was created to improve recruitment, retention and advancement for women and persons who are Black, Indigenous and People of Color within the asset management industry. We have also received a perfect score for five consecutive years on the Human Rights Campaign Corporate Equality Index, which recognizes corporate efforts to support LGBTQ+ employees. We are also a member of The 30% Coalition, which works to achieve diversity in senior leadership and the corporate boardroom.

Within our portfolio companies, our focus on bringing diverse perspectives to the table is producing results. During 2021 in the U.S. and Europe, we secured ESG-linked credit facilities totaling more than $6 billion tied to achieving our goal of 30% diverse directors across our controlled portfolio companies by 2023, among other ESG targets. In 2021, 59% of the new directors added to goal-eligible companies were executives from underrepresented groups, bringing the overall diversity of goal-eligible companies from 22% to 29% year over year.


6			CARLYLE Proxy Statement 2022

Executive Summary

Corporate Governance Highlights

Effective in August 2021 we ceased to be a controlled company. As part of our transition to having a majority independent board, effective March 8, 2021, we appointed Derica W. Rice as an independent director and effective April 1, 2022, we appointed two additional independent directors, Linda H. Filler and Mark S. Ordan. Additionally, effective April 6, 2022, our Nominating and Corporate Governance Committee and Compensation Committee both became fully independent. This transition to independence reflects our ongoing commitment to transparent and best in class corporate governance.

In seeking new members of the board of directors, we focused on experience and demonstrated success in areas relevant to Carlyle’s business and strategy, diverse perspectives and anticipated contribution to the Board’s effective oversight of our leadership team.

Carlyle has adopted policies and practices that are designed to ensure compliance with the rules and regulations of the U.S. Securities and Exchange Commission, the listing requirements of The Nasdaq Global Select Market, and applicable corporate governance requirements.

Key corporate governance practices include:

•Our Board advises management and provides oversight of the firm’s business and affairs

•Our Board is diverse in terms of gender, ethnicity, experience, perspective and skills

•The Board has a strong Lead Independent Director, Lawton Fitt, who works closely with the independent directors to provide objective oversight of our business and facilitates communication with the Board, the identification of matters for consideration by the Board and management, and the formulation of appropriate guidance to be provided by the independent directors to our leadership team

•The independent members of the Board meet in executive session regularly without the presence of management. The Board’s Lead Independent Director presided over these executive sessions in 2021

•The Nominating and Corporate Governance Committee leads the annual Board, Committee and director assessments

•Our directors and executive officers are required to hold shares of our common stock with a minimum value determined based on their respective position

•Our executive officers and heads of business segments are subject to an Incentive Compensation Clawback Policy

•New RSU award agreements provide for the ability to cancel outstanding unvested awards, or clawback or recoup the associated shares of common stock or equivalent value for vested awards, in the event of certain activity that is detrimental to Carlyle

•We prohibit short sales and derivative transactions in our equity and hedging our stock, and generally prohibit pledging our stock

•For performance-based awards granted in 2022 to certain of our named executive officers and certain other senior personnel, 25% of any vested shares delivered in settlement thereof must generally be retained until the earlier of termination of employment or five years following the final vesting date under the applicable award

•The full Board focuses on succession planning

•On an ongoing basis, the Board, led by the Nominating and Corporate Governance Committee, considers the composition of the Board as a whole, and seeks to identify potential directors who have the necessary skills, experience and personal attributes to advise management and effectively oversee the Company

•Shareholders may recommend a director nominee to Carlyle’s Nominating and Corporate Governance Committee

•The Board maintains formal oversight for Carlyle’s Environmental, Social and Governance (“ESG”) activities and has appointed Linda H. Filler as the Board’s ESG and Impact lead

•An Ethics and Compliance hotline is available to all employees, and Carlyle’s Audit Committee has procedures in place for the anonymous submission of employee complaints on accounting, internal accounting controls, or auditing matters


CARLYLE Proxy Statement 2022			7

Executive Summary

Compensation Highlights

Below is a snapshot of the compensation awarded to our CEO and other named executive officers during 2021 (or in respect of their services for 2021). Our philosophy is to pay for performance and link a substantial portion of compensation to the achievement of financial and other metrics that drive the overall performance of the company.

2021 EXECUTIVE COMPENSATION OVERVIEW


Form	Compensation Element	Description
	BASE SALARY	Fixed salary paid bi-weekly
	ANNUAL CASH PERFORMANCE AWARDS	CEO 2 components: •Formulaic bonus calculated with reference to the annual dividend paid to shareholders •Incentive bonus based on goals determined and evaluated annually by the Compensation Committee (including the achievement of certain strategic initiatives, employee engagement, leadership and exemplification of the values of our firm, succession planning, diversity and inclusion and ESG efforts and Fee Related Earnings (“FRE”) margin improvement)
		Other Named Executive Officers Bonus paid based on assessment of overall firm, investment fund and individual performance
	TIME-VESTING RESTRICTED STOCK UNITS	CEO None awarded in 2021. Other Named Executive Officers (Other Than Mr. Clare) RSUs that are eligible to vest over 3.5 to 4 years
	PERFORMANCE-VESTING RESTRICTED STOCK UNITS	CEO and Other Named Executive Officers Performance-vesting RSU awards that vest based on achievement of one or more of the following financial performance metrics: •FRE •Realized Net Performance Revenues (“RNPR”) •Fee-Earning Assets Under Management Raised (“FEAUM Raised”) •Adjusted FRE for the Global Private Equity segment Payout for certain of these awards capped at 150% if certain stock price conditions are not satisfied

COMPENSATION PRACTICES

WHAT WE DO:

WHAT WE DO NOT DO:

Align pay with firmwide performance, including through use of time-vesting and performance-vesting RSUs

Large majority of compensation is variable, and the majority is delivered in equity

Long-term incentive awards are denominated and settled in equity

Prohibit short sales and derivative transactions in our equity and hedging of our stock and generally prohibit pledging of our stock

Regularly engage with current and potential shareholders

Engage an independent compensation consultant that works directly for our Compensation Committee and does no work for management

Tie incentive compensation to a clawback policy that covers financial restatements

Require our executive officers to own a minimum value of shares of our common stock

Hold an annual Say-on-Pay vote

Perform an annual compensation risk assessment

Require performance at the 66th percentile of relative TSR in order to receive the target payout under our CEO’s TSR-based outperformance awards, and provide for forfeiture of such awards for performance below the 50th percentile of relative TSR

For new equity incentive awards granted in 2022, require a qualifying termination of employment following a change in control of Carlyle in order for any such change in control to trigger accelerated vesting rights

No excise tax “gross-up” payments in the event of a change in control

No tax “gross-up” payment in perquisites for named executive officers

No dividends or dividend equivalents accrued or paid on unvested equity awards

No supplemental executive retirement benefits


8			CARLYLE Proxy Statement 2022

Item 1. Election of Directors

Our Board is comprised of thirteen directors. A majority our directors are independent, and six are employees or consultants of the firm in addition to serving as directors. Our independent directors are comprised of a diverse group of highly educated professionals with experience in different industries that helps to inform our global investment management business, including banking and finance, healthcare, pharma, real estate, hospitality, consumer products, telecommunications, marketing and education. The directors who are not independent have worked as Carlyle employees or consultants for many years and have extensive experience and strong reputations within the global investment management industry.

Our certificate of incorporation and bylaws provide for a classified board of directors consisting of three classes of directors, each serving staggered three-year terms. Upon expiration of the term of a class of directors, directors for that class will be elected for three-year terms at the annual meeting of shareholders in the year in which that term expires. Each director’s term continues until the election and qualification of his or her successor or his or her earlier death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Should the Shareholder Proposal to Reorganize the Board of Directors into One Class included in this proxy statement receive majority shareholder support at the Annual Meeting, the Board intends to seek shareholder approval for a proposal to amend the Company’s certificate of incorporation to provide for phased-in Board declassification at the Company’s 2023 Annual Meeting of Shareholders.

In connection with our conversion from a Delaware limited partnership into a Delaware corporation (the “Conversion”), we entered into stockholder agreements with our founders. These agreements grant each of our founders the right to designate nominees to our Board of Directors subject to the maintenance of certain ownership requirements. See “Certain Relationships and Related Transactions–Stockholder Agreements” for additional information.

The Board has selected David M. Rubenstein, Linda H. Filler, James H. Hance, Jr. and Derica W. Rice for election as Class II directors. If elected, each Class II director will serve until the annual meeting of shareholders in 2025, and thereafter until their successors are duly elected and qualified, or until such director’s earlier death, resignation or removal.

BOARD RECOMMENDATION



After a review of the individual qualifications and experiences of each of our director nominees and their contributions to our Board, our Board determined unanimously to recommend that shareholders vote “FOR” the four Class II nominees named in this Proxy Statement.


CARLYLE Proxy Statement 2022			9

Corporate Governance

Director Nominees and Continuing Directors

NOMINEES FOR CLASS II DIRECTORS WHOSE TERMS WILL EXPIRE IN 2022


			DAVID M. RUBENSTEIN, Founder, Co-Chairman and Director Age: 72 Director Since: 2011


Mr. Rubenstein is a co-founder and non-executive Co-Chairman of the Board. Mr. Rubenstein was elected to our Board of Directors effective July 18, 2011. Previously, Mr. Rubenstein served as Co-Chief Executive Officer of Carlyle. Among other philanthropic endeavors, Mr. Rubenstein is Chairman of the Boards of the John F. Kennedy Center for the Performing Arts, the Council on Foreign Relations, the National Gallery of Art and the Economic Club of Washington; a fellow of the Harvard Corporation; a trustee of the University of Chicago, Memorial Sloan-Kettering Cancer Center, Johns Hopkins Medicine, the Institute for Advanced Study, the National Constitution Center, the Brookings Institution and the World Economic Forum; and a Director of the Lincoln Center for the Performing Arts and the American Academy of Arts and Sciences. Mr. Rubenstein is the host of The David Rubenstein Show and Bloomberg Wealth with David Rubenstein; and the author of The American Story, How to Lead, and The American Experiment. Mr. Rubenstein is a magna cum laude graduate of Duke University, where he was elected Phi Beta Kappa. Following Duke, Mr. Rubenstein graduated from The University of Chicago Law School, where he was an editor of The Law Review.


			LINDA H. FILLER, Director Age: 62 Director Since: 2022 Committees: Nominating and Corporate Governance Committee


Ms. Filler is a member of our Board of Directors. Ms. Filler was elected to our Board of Directors effective April 1, 2022. Ms. Filler retired as President of Retail Products, Chief Marketing Officer, and Chief Merchandising Officer at Walgreen Co. in 2017. Prior to Walgreen Co, Ms. Filler served in Executive Vice President roles at Walmart and at Kraft Foods. Prior to Kraft, Ms. Filler served a long tenure at Hanes Brands, including Group CEO roles of its largest branded apparel businesses. Ms. Filler is Lead Independent Director at Danaher Corporation, where she has served as a Director since 2004. She serves as Chair of the Nominating & Governance Committee and on the Science & Technology Committee. Ms. Filler also serves on the Board of Eversight, a leader in AI-based price and promotion optimization for consumer goods companies and retailers. Ms. Filler serves as Chair of the Development Committee for the Chicago Public Library Foundation, and on the Foundation’s Executive Committee, among other philanthropic activities. Ms. Filler earned an MBA from Harvard Business School and an MS from the University of North Texas.


10			CARLYLE Proxy Statement 2022

Corporate Governance


			JAMES H. HANCE, JR., Operating Executive and Director Age: 77 Director Since: 2012


Mr. Hance is an Operating Executive of Carlyle and a member of our Board of Directors. Mr. Hance was elected to our Board of Directors effective May 2, 2012. Mr. Hance joined Carlyle in November 2005 as an Operating Executive and has worked primarily in our Global Credit segment and the financial services sector. Prior to joining Carlyle in 2005, Mr. Hance served as Vice Chairman of Bank of America from 1993 until his retirement on January 31, 2005 and served as Chief Financial Officer from 1988 to 2004. Prior to joining Bank of America, Mr. Hance spent 17 years with Price Waterhouse (now Pricewaterhouse Coopers LLP). Mr. Hance is currently a director of Acuity Brands Inc. (where he serves as the Lead Independent Director and on the Audit Committee and Governance Committee). Mr. Hance is a former director of Ford Motor Company, Sprint Nextel Corporation, Morgan Stanley, Duke Energy Corporation, Cousins Properties, Parkway, Inc. and Bank of America Corporation. Mr. Hance serves as Emeritus Trustee on the Board of Trustees at Washington University in St. Louis and as Chairman of the Board of Trustees at Johnson & Wales University in Providence, RI. Mr. Hance graduated from Westminster College and received an MBA from Washington University in St. Louis. He is a certified public accountant.


			DERICA W. RICE, Director Age: 57 Director Since: 2021 Committees: Audit Committee, Compensation Committee


Mr. Rice is a member of our Board of Directors. Mr. Rice was appointed to our Board of Directors effective March 8, 2021. Mr. Rice served as executive vice president of CVS Health and President of CVS Caremark, the pharmacy benefits management business of CVS Health, from March 2018 to February 2020. Previously, he held various executive positions at Eli Lilly and Company, most recently executive vice president of Global Services and chief financial officer from 2006 to 2017. Mr. Rice is currently a director of Bristol-Meyers Squibb Company (where he serves on the Audit Committee and the Compensation and Management Development Committee), Target Corporation (where he serves on the Audit and Finance Committee and the Infrastructure and Investment Committee) and The Walt Disney Company (where he serves on the Audit Committee). Mr. Rice received his Bachelor of Science degree in Electrical and Electronics Engineering from Kettering University and an MBA from Indiana University.

CONTINUING CLASS III DIRECTORS WHOSE TERMS WILL EXPIRE IN 2023


			KEWSONG LEE, Chief Executive Officer and Director Age: 56 Director Since: 2018


Mr. Lee is the Chief Executive Officer of Carlyle and was elected to the Board of Directors effective January 1, 2018. Mr. Lee joined Carlyle in 2013 as Deputy Chief Investment Officer for Corporate Private Equity and in 2016 he assumed the additional role of leading the Global Credit segment. Prior to joining Carlyle, Mr. Lee was a partner and a member of the Executive Management Group at Warburg Pincus, where he spent 21 years. He currently serves as the President of the Lincoln Center Theater, Chairman of the US Chamber of Commerce China Center and Vice Chair of the Partnership for New York City. He also is a member of the Business Roundtable, serves on the board of FCLT Global, and is a Trustee of the Center for Strategic and International Studies. Mr. Lee earned his AB in applied mathematics in economics at Harvard College and his MBA from Harvard Business School.


CARLYLE Proxy Statement 2022			11

Corporate Governance


			WILLIAM E. CONWAY, JR., Founder, Co-Chairman and Director Age: 72 Director Since: 2011


Mr. Conway is a co-founder and non-executive Co-Chairman of the Board. Mr. Conway was elected to our Board of Directors effective July 18, 2011. Previously, Mr. Conway served as our Co-Chief Executive Officer and Chief Investment Officer. Prior to forming Carlyle in 1987, Mr. Conway was the Senior Vice President and Chief Financial Officer of MCI Communications Corporation (“MCI”). Mr. Conway was a Vice President and Treasurer of MCI from 1981 to 1984. Mr. Conway is Chairman of the Board of Trustees of Johns Hopkins Medicine and a member of the Board of Trustees of the Catholic University of America. He previously served as chairman and/or director of several public and private companies in which Carlyle had significant investment interests. Mr. Conway received his BA from Dartmouth College and his MBA in finance from The University of Chicago Booth School of Business.


			LAWTON W. FITT, Lead Independent Director Age: 68 Director Since: 2012 Committees: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee (Chair)


Ms. Fitt is a member of our Board of Directors, and serves as our Lead Independent Director. Ms. Fitt was elected to our Board of Directors effective May 2, 2012. Ms. Fitt served as Secretary (CEO) of the Royal Academy of Arts in London from October 2002 to March 2005. Prior to that, Ms. Fitt was a partner with Goldman Sachs & Co. Ms. Fitt is currently a director of Ciena Corporation (where she serves as chair of the Audit Committee), Micro Focus International (where she serves on the Audit Committee, Remuneration Committee, and Nominating Committee) and The Progressive Corporation (where she serves as Chairperson, and serves on the Investment and Capital Committee and as chair of the Nominating and Governance Committee). Ms. Fitt is a former director of ARM Holdings PLC and Thomson Reuters. She is also a trustee or director of several not-for-profit organizations including the Goldman Sachs Foundation. Ms. Fitt earned her AB in history at Brown University and her MBA from the Darden School of the University of Virginia.


			MARK S. ORDAN, Director Age: 63 Director Since: 2022 Committees: Compensation Committee


Mr. Ordan is a member of our Board of Directors. Mr. Ordan was elected to our Board of Directors effective April 1, 2022. Mr. Ordan joined Mednax in July 2020 and currently serves as Chief Executive Officer. Previously, Mr. Ordan founded and served as Chief Executive Officer of Quality Care Properties, Inc. from 2016 to 2018. In July 2018, he completed a sale of the company to Welltower and Promedica. Before that, Mr. Ordan served as Chief Executive Officer of Washington Prime Group Inc. from 2014 to 2015, from its inception as a spin-off of the Simon Property Group. From 2008 to 2013, Mr. Ordan served as Chief Executive Officer of Sunrise Senior Living, Inc. where he led the company’s turnaround and restructuring and oversaw the sale of the company in January 2013. From 2006 to 2007, he served as Chief Executive Officer of The Mills Corporation, which he sold to Simon Property Group and Farrallon. Mr. Ordan holds a bachelor’s degree in philosophy from Vassar College. He received a master’s degree in business administration from Harvard Business School. Additionally, he is a recipient of the Hitchcock Humanitarian Award from the Cystic Fibrosis Foundation and is an inductee of the Washington Business Hall of Fame. Mr. Ordan currently serves on the Board of Directors of Mednax, Federal Realty Investment Trust and Vassar College. Additionally, he serves as Vice Chairman of the Board for the U.S. Chamber of Commerce.


12			CARLYLE Proxy Statement 2022

Corporate Governance


			ANTHONY WELTERS, Director Age: 67 Director Since: 2015 Committees: Compensation Committee (Chair),

SEC Form DEF 14A filed by The Carlyle Group Inc.