The Carlyle Group (CG) Proxy Filing summary

Executive summary

• Achieved a total shareholder return of 28% in 2024, exceeding financial targets and positioning for continued growth into 2025.

• Ended 2024 with $1.4 billion in income before taxes and a 25.7% margin, with $441 billion in assets under management.

• Updated employee compensation program in February 2024 to enhance alignment with shareholders.

• Board and management focused on long-term value creation, strategic growth, and disciplined execution.

Voting matters and shareholder proposals

• Shareholders to vote on election of eight directors for one-year terms, ratification of Ernst & Young as auditor, and a non-binding say-on-pay vote for executive compensation.

• Board recommends voting FOR all director nominees, auditor ratification, and executive compensation.

• Shareholder engagement included feedback on compensation and governance, with 60% of shares contacted and 51% engaged in 2024.

Board of directors and corporate governance

• Board consists of 13 directors, majority independent, with recent refreshment and five new independent directors since 2021.

• Board is being declassified, with full declassification by 2026.

• Lead Independent Director role transitioned to Mark S. Ordan in 2025.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent membership.

• Board skills matrix includes expertise in finance, global markets, risk, sustainability, and technology.