The Carlyle Group (CG) Proxy filing summary

Executive summary

• Achieved record financial performance in 2025, exceeding all original targets and delivering a 119% total shareholder return over three years; introduced new three-year financial targets for 2028, including $1.9B+ in fee related earnings and $2.8B+ in management fees.

• Focused on global scale, sector specialization, and diversified capital base to drive growth across private equity, credit, and AlpInvest, while investing in talent and culture.

• Enhanced compensation and equity programs to align management and shareholder interests, achieving 0% dilution in 2025 and launching a $2B share repurchase authorization.

• Maintained robust stakeholder engagement, with 64% of shares contacted and 55% engaged in 2025, and direct Board involvement in outreach.

Voting matters and shareholder proposals

• Shareholders to vote on election of 13 directors for one-year terms, ratification of Ernst & Young as auditor for 2026, approval of amended 2012 Equity Incentive Plan, and a non-binding say-on-pay vote for executive compensation.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 13 directors, majority independent, with diverse backgrounds in finance, global markets, technology, and sustainability.

• Board fully declassified by 2026; strong focus on succession planning, diversity, and regular executive sessions of independent directors.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined responsibilities and charters.

• Lead Independent Director role established to enhance oversight and shareholder engagement.